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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 Capital 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:
|
November 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
|
|
•
|
net loss from continuing operations of $58.1 million in the third quarter 2019 compared to net loss from continuing operations of $240.4 million for the same period in 2018, largely due to the following:
|
◦
|
an underwriting loss(5) of $80.3 million in the third quarter 2019 compared to $251.2 million in the same period in 2018. As noted, combined ratio(10) was 190.8% in the third quarter 2019 compared to 150.8% in the same period in 2018. The reduction in the underwriting loss was due to lower adverse prior year loss development incurred, primarily within AmTrust Reinsurance segment, of $63.2 million or 66.2 combined ratio percentage points in the third quarter of 2019 compared to adverse prior year loss development of $212.5 million or 40.7 combined ratio percentage points during the same period in 2018;
|
◦
|
realized gains on investment of $12.7 million for the three months ended September 30, 2019 compared to realized losses of $0.2 million for the same period in 2018;
|
◦
|
foreign exchange and other gains of $7.8 million for the three months ended September 30, 2019 compared to foreign
|
◦
|
no dividends paid to preference shareholders for the three months ended September 30, 2019 compared to $8.5 million for the same period in 2018 due to our Board not declaring preferred share dividends during 2019.
|
•
|
net loss from discontinued operations of $0.3 million compared to net loss from discontinued operations of $59.8 million for the same period in 2018 as the prior year period included the impairment of goodwill and intangible assets of $74.2 million that was recognized due to the sale of Maiden Reinsurance North America, Inc. ("Maiden US") partly offset by the $7.5 million in proceeds from the sale of the renewal rights of certain treaty reinsurance business of Maiden US pursuant to the Renewal Rights Agreement ("Renewal Rights") entered into with Transatlantic Reinsurance Company on August 29, 2018.
|
•
|
net loss from continuing operations of $88.0 million compared to net loss from continuing operations of $233.6 million for the same period in 2018 largely due to the following:
|
•
|
an underwriting loss of $162.1 million compared to $287.9 million for the same period in 2018. Combined ratio for the nine months ended September 30, 2019 increased to 146.0%, compared to 120.7% for the same period in 2018. The reduction in the underwriting loss was principally due to the impact of:
|
◦
|
lower adverse prior year loss development incurred, primarily within the AmTrust Reinsurance segment, of $96.5 million or 23.3 combined ratio percentage points for the nine months ended September 30, 2019 compared to $250.5 million or 16.2 combined ratio percentage points during the same period in 2018; partly offset by
|
◦
|
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 (the "Terminated Business")); and
|
◦
|
higher ceding commission payable which increased by five percentage points, or $17.6 million, for the remaining in-force business immediately prior to January 1, 2019 (excluding Terminated Business) and related unearned premium as of January 1, 2019 under the Partial Termination Amendment with AmTrust.
|
•
|
realized gains on investment of $25.7 million for the nine months ended September 30, 2019 compared to realized losses of $0.3 million for the same period in 2018;
|
•
|
foreign exchange and other gains of $14.0 million for the nine months ended September 30, 2019 compared to foreign exchange gains of $1.9 million for the same period in 2018 largely due to the proceeds from the sale of AVS Automotive VersicherungsService GmbH ("AVS") and its subsidiaries to Allianz Partners on January 10, 2019. Excluding the gain of $4.3 million from the sale of AVS, net foreign exchange gains of $9.7 million were realized during the nine months ended September 30, 2019 primarily due to the impact of the strengthening of the U.S. dollar versus the euro and British pound; and
|
•
|
no dividends were paid to preference shareholders for the nine months ended September 30, 2019 compared to $25.6 million for the same period in 2018. Our Board of Directors have not declared dividends on any of our preference shares during 2019.
|
•
|
net loss from discontinued operations of $22.3 million compared to net loss from discontinued operations of $41.6 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 net additional loss of $16.7 million to be recognized. The 2018 results included the impairment of goodwill and intangible assets of $74.2 million that was recognized due to the sale of Maiden US, partly offset by the proceeds of the sale of the Renewal Rights of $7.5 million.
|
|
|
September 30,
2019 |
|
December 31, 2018
|
||||
ASSETS
|
|
(Unaudited)
|
|
(Audited)
|
||||
Investments:
|
|
|
|
|
||||
Fixed maturities, available-for-sale, at fair value (amortized cost 2019 - $2,040,852; 2018 - $3,109,980)
|
|
$
|
2,059,560
|
|
|
$
|
3,051,568
|
|
Fixed maturities, held-to-maturity, at amortized cost (fair value 2018 - $998,012)
|
|
—
|
|
|
1,015,681
|
|
||
Other investments, at fair value
|
|
30,412
|
|
|
23,716
|
|
||
Total investments
|
|
2,089,972
|
|
|
4,090,965
|
|
||
Cash and cash equivalents
|
|
39,755
|
|
|
200,841
|
|
||
Restricted cash and cash equivalents
|
|
33,171
|
|
|
130,148
|
|
||
Accrued investment income
|
|
19,139
|
|
|
27,824
|
|
||
Reinsurance balances receivable, net
|
|
46,291
|
|
|
67,997
|
|
||
Reinsurance recoverable on unpaid losses
|
|
615,481
|
|
|
71,901
|
|
||
Loan to related party
|
|
167,975
|
|
|
167,975
|
|
||
Deferred commission and other acquisition expenses, net
|
|
90,367
|
|
|
388,442
|
|
||
Funds withheld receivable
|
|
678,775
|
|
|
27,039
|
|
||
Other assets
|
|
11,029
|
|
|
10,700
|
|
||
Assets held for sale
|
|
—
|
|
|
103,628
|
|
||
Total assets
|
|
$
|
3,791,955
|
|
|
$
|
5,287,460
|
|
LIABILITIES
|
|
|
|
|
||||
Reserve for loss and loss adjustment expenses
|
|
$
|
2,625,858
|
|
|
$
|
3,126,134
|
|
Unearned premiums
|
|
261,130
|
|
|
1,200,419
|
|
||
Deferred gain on retroactive reinsurance
|
|
104,542
|
|
|
—
|
|
||
Accrued expenses and other liabilities
|
|
12,416
|
|
|
66,183
|
|
||
Senior notes - principal amount
|
|
262,500
|
|
|
262,500
|
|
||
Less: unamortized debt issuance costs
|
|
7,646
|
|
|
7,806
|
|
||
Senior notes, net
|
|
254,854
|
|
|
254,694
|
|
||
Liabilities held for sale
|
|
—
|
|
|
85,114
|
|
||
Total liabilities
|
|
3,258,800
|
|
|
4,732,544
|
|
||
Commitments and Contingencies
|
|
|
|
|
||||
EQUITY
|
|
|
|
|
||||
Preference shares
|
|
465,000
|
|
|
465,000
|
|
||
Common shares
|
|
881
|
|
|
879
|
|
||
Additional paid-in capital
|
|
751,138
|
|
|
749,418
|
|
||
Accumulated other comprehensive income (loss)
|
|
21,936
|
|
|
(65,616
|
)
|
||
Accumulated deficit
|
|
(674,267
|
)
|
|
(563,891
|
)
|
||
Treasury shares, at cost
|
|
(31,533
|
)
|
|
(31,515
|
)
|
||
Total Maiden Shareholders’ Equity
|
|
533,155
|
|
|
554,275
|
|
||
Noncontrolling interest in subsidiaries
|
|
—
|
|
|
641
|
|
||
Total Equity
|
|
533,155
|
|
|
554,916
|
|
||
Total Liabilities and Equity
|
|
$
|
3,791,955
|
|
|
$
|
5,287,460
|
|
|
|
|
|
|
||||
Book value per common share(1)
|
|
$
|
0.82
|
|
|
$
|
1.08
|
|
|
|
|
|
|
||||
Common shares outstanding
|
|
83,111,180
|
|
|
82,948,577
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Gross premiums written
|
|
$
|
35,844
|
|
|
$
|
484,493
|
|
|
$
|
(523,178
|
)
|
|
$
|
1,629,347
|
|
Net premiums written
|
|
$
|
35,944
|
|
|
$
|
482,806
|
|
|
$
|
(525,995
|
)
|
|
$
|
1,626,485
|
|
Change in unearned premiums
|
|
58,954
|
|
|
37,271
|
|
|
937,981
|
|
|
(85,207
|
)
|
||||
Net premiums earned
|
|
94,898
|
|
|
520,077
|
|
|
411,986
|
|
|
1,541,278
|
|
||||
Other insurance revenue
|
|
554
|
|
|
1,870
|
|
|
2,058
|
|
|
7,629
|
|
||||
Net investment income
|
|
13,223
|
|
|
34,419
|
|
|
76,367
|
|
|
101,548
|
|
||||
Net realized gains (losses) on investment
|
|
12,700
|
|
|
(225
|
)
|
|
25,685
|
|
|
(282
|
)
|
||||
Total other-than-temporary impairment losses
|
|
(165
|
)
|
|
(479
|
)
|
|
(165
|
)
|
|
(479
|
)
|
||||
Total revenues
|
|
121,210
|
|
|
555,662
|
|
|
515,931
|
|
|
1,649,694
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Net loss and loss adjustment expenses
|
|
140,860
|
|
|
600,296
|
|
|
415,110
|
|
|
1,323,503
|
|
||||
Commission and other acquisition expenses
|
|
32,763
|
|
|
167,618
|
|
|
152,036
|
|
|
497,026
|
|
||||
General and administrative expenses
|
|
8,546
|
|
|
19,207
|
|
|
37,334
|
|
|
49,738
|
|
||||
Total expenses
|
|
182,169
|
|
|
787,121
|
|
|
604,480
|
|
|
1,870,267
|
|
||||
Non-GAAP loss from operations(2)
|
|
(60,959
|
)
|
|
(231,459
|
)
|
|
(88,549
|
)
|
|
(220,573
|
)
|
||||
Other expenses
|
|
|
|
|
|
|
|
|
||||||||
Interest and amortization expenses
|
|
(4,831
|
)
|
|
(4,829
|
)
|
|
(14,490
|
)
|
|
(14,487
|
)
|
||||
Foreign exchange and other gains (losses)
|
|
7,827
|
|
|
(552
|
)
|
|
14,013
|
|
|
1,862
|
|
||||
Total other expenses
|
|
2,996
|
|
|
(5,381
|
)
|
|
(477
|
)
|
|
(12,625
|
)
|
||||
Loss before income taxes
|
|
(57,963
|
)
|
|
(236,840
|
)
|
|
(89,026
|
)
|
|
(233,198
|
)
|
||||
Less: income tax expense (benefit)
|
|
87
|
|
|
3,573
|
|
|
(977
|
)
|
|
402
|
|
||||
Net loss from continuing operations
|
|
(58,050
|
)
|
|
(240,413
|
)
|
|
(88,049
|
)
|
|
(233,600
|
)
|
||||
Loss from discontinued operations, net of income tax
|
|
(277
|
)
|
|
(59,819
|
)
|
|
(22,327
|
)
|
|
(41,609
|
)
|
||||
Net loss
|
|
(58,327
|
)
|
|
(300,232
|
)
|
|
(110,376
|
)
|
|
(275,209
|
)
|
||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(180
|
)
|
||||
Net loss attributable to Maiden
|
|
(58,327
|
)
|
|
(300,294
|
)
|
|
(110,376
|
)
|
|
(275,389
|
)
|
||||
Dividends on preference shares(3)
|
|
—
|
|
|
(8,545
|
)
|
|
—
|
|
|
(25,636
|
)
|
||||
Net loss attributable to Maiden common shareholders
|
|
$
|
(58,327
|
)
|
|
$
|
(308,839
|
)
|
|
$
|
(110,376
|
)
|
|
$
|
(301,025
|
)
|
Basic and diluted loss from continuing operations per share attributable to Maiden common shareholders(15)
|
|
$
|
(0.70
|
)
|
|
$
|
(3.00
|
)
|
|
$
|
(1.06
|
)
|
|
$
|
(3.12
|
)
|
Basic and diluted loss from discontinued operations per share attributable to Maiden common shareholders(15)
|
|
—
|
|
|
(0.72
|
)
|
|
(0.27
|
)
|
|
(0.50
|
)
|
||||
Basic and diluted loss per share attributable to Maiden common shareholders(15)
|
|
$
|
(0.70
|
)
|
|
$
|
(3.72
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(3.62
|
)
|
Dividends declared per common share
|
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
—
|
|
|
$
|
0.35
|
|
Annualized return on average common equity
|
|
(238.9
|
)%
|
|
(258.4
|
)%
|
|
(187.5
|
)%
|
|
(74.9
|
)%
|
||||
Weighted average number of common shares - basic and diluted(15)
|
|
83,092,085
|
|
|
83,089,172
|
|
|
83,036,925
|
|
|
83,085,441
|
|
For the Three Months Ended September 30, 2019
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
14,439
|
|
|
$
|
21,405
|
|
|
$
|
—
|
|
|
$
|
35,844
|
|
Net premiums written
|
|
$
|
14,539
|
|
|
$
|
21,405
|
|
|
$
|
—
|
|
|
$
|
35,944
|
|
Net premiums earned
|
|
$
|
20,492
|
|
|
$
|
74,406
|
|
|
$
|
—
|
|
|
$
|
94,898
|
|
Other insurance revenue
|
|
554
|
|
|
—
|
|
|
—
|
|
|
554
|
|
||||
Net loss and loss adjustment expenses ("loss and LAE")
|
|
(13,807
|
)
|
|
(126,945
|
)
|
|
(108
|
)
|
|
(140,860
|
)
|
||||
Commission and other acquisition expenses
|
|
(7,005
|
)
|
|
(25,758
|
)
|
|
—
|
|
|
(32,763
|
)
|
||||
General and administrative expenses(4)
|
|
(1,849
|
)
|
|
(235
|
)
|
|
—
|
|
|
(2,084
|
)
|
||||
Underwriting loss(5)
|
|
$
|
(1,615
|
)
|
|
$
|
(78,532
|
)
|
|
$
|
(108
|
)
|
|
(80,255
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized gains on investment
|
|
|
|
|
|
|
|
25,923
|
|
|||||||
Total other-than-temporary impairment losses
|
|
|
|
|
|
|
|
(165
|
)
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(4,831
|
)
|
|||||||
Foreign exchange and other gains
|
|
|
|
|
|
|
|
7,827
|
|
|||||||
Other general and administrative expenses(4)
|
|
|
|
|
|
|
|
(6,462
|
)
|
|||||||
Income tax expense
|
|
|
|
|
|
|
|
(87
|
)
|
|||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
$
|
(58,050
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(6)
|
|
65.6
|
%
|
|
170.6
|
%
|
|
|
|
147.6
|
%
|
|||||
Commission and other acquisition expense ratio(7)
|
|
33.3
|
%
|
|
34.6
|
%
|
|
|
|
34.3
|
%
|
|||||
General and administrative expense ratio(8)
|
|
8.8
|
%
|
|
0.3
|
%
|
|
|
|
8.9
|
%
|
|||||
Expense Ratio(9)
|
|
42.1
|
%
|
|
34.9
|
%
|
|
|
|
43.2
|
%
|
|||||
Combined ratio(10)
|
|
107.7
|
%
|
|
205.5
|
%
|
|
|
|
190.8
|
%
|
For the Three Months Ended September 30, 2018
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
31,698
|
|
|
$
|
452,795
|
|
|
$
|
—
|
|
|
$
|
484,493
|
|
Net premiums written
|
|
$
|
31,291
|
|
|
$
|
451,515
|
|
|
$
|
—
|
|
|
$
|
482,806
|
|
Net premiums earned
|
|
$
|
28,784
|
|
|
$
|
491,293
|
|
|
$
|
—
|
|
|
$
|
520,077
|
|
Other insurance revenue
|
|
1,870
|
|
|
—
|
|
|
—
|
|
|
1,870
|
|
||||
Net loss and LAE
|
|
(19,764
|
)
|
|
(579,163
|
)
|
|
(1,369
|
)
|
|
(600,296
|
)
|
||||
Commission and other acquisition expenses
|
|
(8,961
|
)
|
|
(158,657
|
)
|
|
—
|
|
|
(167,618
|
)
|
||||
General and administrative expenses(4)
|
|
(4,256
|
)
|
|
(952
|
)
|
|
—
|
|
|
(5,208
|
)
|
||||
Underwriting loss(5)
|
|
$
|
(2,327
|
)
|
|
$
|
(247,479
|
)
|
|
$
|
(1,369
|
)
|
|
(251,175
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized losses on investment
|
|
|
|
|
|
|
|
34,194
|
|
|||||||
Total other-than-temporary impairment losses
|
|
|
|
|
|
|
|
(479
|
)
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(4,829
|
)
|
|||||||
Foreign exchange and other losses
|
|
|
|
|
|
|
|
(552
|
)
|
|||||||
Other general and administrative expenses(4)
|
|
|
|
|
|
|
|
(13,999
|
)
|
|||||||
Income tax expense
|
|
|
|
|
|
|
|
(3,573
|
)
|
|||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
$
|
(240,413
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(6)
|
|
64.5
|
%
|
|
117.9
|
%
|
|
|
|
115.0
|
%
|
|||||
Commission and other acquisition expense ratio(7)
|
|
29.2
|
%
|
|
32.3
|
%
|
|
|
|
32.1
|
%
|
|||||
General and administrative expense ratio(8)
|
|
13.9
|
%
|
|
0.2
|
%
|
|
|
|
3.7
|
%
|
|||||
Expense Ratio(9)
|
|
43.1
|
%
|
|
32.5
|
%
|
|
|
|
35.8
|
%
|
|||||
Combined ratio(10)
|
|
107.6
|
%
|
|
150.4
|
%
|
|
|
|
150.8
|
%
|
For the Nine Months Ended September 30, 2019
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
41,021
|
|
|
$
|
(564,199
|
)
|
|
$
|
—
|
|
|
$
|
(523,178
|
)
|
Net premiums written
|
|
$
|
38,204
|
|
|
$
|
(564,199
|
)
|
|
$
|
—
|
|
|
$
|
(525,995
|
)
|
Net premiums earned
|
|
$
|
68,256
|
|
|
$
|
343,730
|
|
|
$
|
—
|
|
|
$
|
411,986
|
|
Other insurance revenue
|
|
2,058
|
|
|
—
|
|
|
—
|
|
|
2,058
|
|
||||
Net loss and LAE
|
|
(40,695
|
)
|
|
(374,103
|
)
|
|
(312
|
)
|
|
(415,110
|
)
|
||||
Commission and other acquisition expenses
|
|
(24,413
|
)
|
|
(127,623
|
)
|
|
—
|
|
|
(152,036
|
)
|
||||
General and administrative expenses(4)
|
|
(6,972
|
)
|
|
(2,063
|
)
|
|
—
|
|
|
(9,035
|
)
|
||||
Underwriting loss(5)
|
|
$
|
(1,766
|
)
|
|
$
|
(160,059
|
)
|
|
$
|
(312
|
)
|
|
(162,137
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized gains on investment
|
|
|
|
|
|
|
|
102,052
|
|
|||||||
Total other-than-temporary impairment losses
|
|
|
|
|
|
|
|
(165
|
)
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(14,490
|
)
|
|||||||
Foreign exchange and other gains
|
|
|
|
|
|
|
|
14,013
|
|
|||||||
Other general and administrative expenses(4)
|
|
|
|
|
|
|
|
(28,299
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
977
|
|
|||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
$
|
(88,049
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(6)
|
|
57.9
|
%
|
|
108.8
|
%
|
|
|
|
100.3
|
%
|
|||||
Commission and other acquisition expense ratio(7)
|
|
34.7
|
%
|
|
37.1
|
%
|
|
|
|
36.7
|
%
|
|||||
General and administrative expense ratio(8)
|
|
9.9
|
%
|
|
0.6
|
%
|
|
|
|
9.0
|
%
|
|||||
Expense Ratio(9)
|
|
44.6
|
%
|
|
37.7
|
%
|
|
|
|
45.7
|
%
|
|||||
Combined ratio(10)
|
|
102.5
|
%
|
|
146.5
|
%
|
|
|
|
146.0
|
%
|
For the Nine Months Ended September 30, 2018
|
|
Diversified Reinsurance
|
|
AmTrust Reinsurance
|
|
Other
|
|
Total
|
||||||||
Gross premiums written
|
|
$
|
111,139
|
|
|
$
|
1,518,208
|
|
|
$
|
—
|
|
|
$
|
1,629,347
|
|
Net premiums written
|
|
$
|
109,279
|
|
|
$
|
1,517,206
|
|
|
$
|
—
|
|
|
$
|
1,626,485
|
|
Net premiums earned
|
|
$
|
82,838
|
|
|
$
|
1,458,440
|
|
|
$
|
—
|
|
|
$
|
1,541,278
|
|
Other insurance revenue
|
|
7,629
|
|
|
—
|
|
|
—
|
|
|
7,629
|
|
||||
Net loss and LAE
|
|
(51,828
|
)
|
|
(1,270,306
|
)
|
|
(1,369
|
)
|
|
(1,323,503
|
)
|
||||
Commission and other acquisition expenses
|
|
(28,261
|
)
|
|
(468,765
|
)
|
|
—
|
|
|
(497,026
|
)
|
||||
General and administrative expenses(4)
|
|
(13,330
|
)
|
|
(2,954
|
)
|
|
—
|
|
|
(16,284
|
)
|
||||
Underwriting loss(5)
|
|
$
|
(2,952
|
)
|
|
$
|
(283,585
|
)
|
|
$
|
(1,369
|
)
|
|
(287,906
|
)
|
|
Reconciliation to net loss from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Net investment income and realized losses on investment
|
|
|
|
|
|
|
|
101,266
|
|
|||||||
Total other-than-temporary impairment losses
|
|
|
|
|
|
|
|
(479
|
)
|
|||||||
Interest and amortization expenses
|
|
|
|
|
|
|
|
(14,487
|
)
|
|||||||
Foreign exchange and other gains
|
|
|
|
|
|
|
|
1,862
|
|
|||||||
Other general and administrative expenses(4)
|
|
|
|
|
|
|
|
(33,454
|
)
|
|||||||
Income tax expense
|
|
|
|
|
|
|
|
(402
|
)
|
|||||||
Net los from continuing operations
|
|
|
|
|
|
|
|
$
|
(233,600
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss and LAE ratio(6)
|
|
57.3
|
%
|
|
87.1
|
%
|
|
|
|
85.4
|
%
|
|||||
Commission and other acquisition expense ratio(7)
|
|
31.3
|
%
|
|
32.1
|
%
|
|
|
|
32.1
|
%
|
|||||
General and administrative expense ratio(8)
|
|
14.7
|
%
|
|
0.2
|
%
|
|
|
|
3.2
|
%
|
|||||
Expense Ratio(9)
|
|
46.0
|
%
|
|
32.3
|
%
|
|
|
|
35.3
|
%
|
|||||
Combined ratio(10)
|
|
103.3
|
%
|
|
119.4
|
%
|
|
|
|
120.7
|
%
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Non-GAAP operating earnings (loss) attributable to Maiden common shareholders(11)
|
|
$
|
39,834
|
|
|
$
|
(240,895
|
)
|
|
$
|
(9,132
|
)
|
|
$
|
(253,648
|
)
|
Non-GAAP basic and diluted operating earnings (loss) per common share attributable to Maiden shareholders
|
|
$
|
0.48
|
|
|
$
|
(2.90
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(3.05
|
)
|
Annualized non-GAAP operating return on average common equity(12)
|
|
163.2
|
%
|
|
(201.6
|
)%
|
|
(15.5
|
)%
|
|
(63.1
|
)%
|
||||
Reconciliation of Net loss attributable to Maiden common shareholders to Non-GAAP operating income (loss) attributable to Maiden common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Maiden common shareholders
|
|
$
|
(58,327
|
)
|
|
$
|
(308,839
|
)
|
|
$
|
(110,376
|
)
|
|
$
|
(301,025
|
)
|
Add (subtract):
|
|
|
|
|
|
|
|
|
||||||||
Net realized (gains) losses on investment
|
|
(12,700
|
)
|
|
225
|
|
|
(25,685
|
)
|
|
282
|
|
||||
Total other-than-temporary impairment losses
|
|
165
|
|
|
479
|
|
|
165
|
|
|
479
|
|
||||
Foreign exchange and other (gains) losses
|
|
(7,827
|
)
|
|
552
|
|
|
(14,013
|
)
|
|
(1,862
|
)
|
||||
Loss from NGHC Quota Share run-off
|
|
108
|
|
|
1,369
|
|
|
312
|
|
|
1,369
|
|
||||
Unamortized deferred gain on retroactive reinsurance
|
|
104,542
|
|
|
—
|
|
|
104,542
|
|
|
—
|
|
||||
Loss from discontinued operations, net of income tax
|
|
277
|
|
|
59,819
|
|
|
22,327
|
|
|
41,609
|
|
||||
Interest expense paid resulting from the LPT/ADC Agreement and the Commutation Agreement
|
|
13,596
|
|
|
—
|
|
|
13,596
|
|
|
—
|
|
||||
Separation costs incurred due to retirement of former executives
|
|
—
|
|
|
5,500
|
|
|
—
|
|
|
5,500
|
|
||||
Non-GAAP operating earnings (loss) attributable to Maiden common shareholders(11)
|
|
$
|
39,834
|
|
|
$
|
(240,895
|
)
|
|
$
|
(9,132
|
)
|
|
$
|
(253,648
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares - basic and diluted
|
|
83,092,085
|
|
|
83,089,172
|
|
|
83,036,925
|
|
|
83,085,441
|
|
||||
Reconciliation of diluted loss per share attributable to Maiden common shareholders to Non-GAAP diluted operating earnings (loss) per share attributable to Maiden common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Diluted loss per share attributable to Maiden common shareholders
|
|
$
|
(0.70
|
)
|
|
$
|
(3.72
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(3.62
|
)
|
Add (subtract):
|
|
|
|
|
|
|
|
|
||||||||
Net realized (gains) losses on investment
|
|
(0.15
|
)
|
|
—
|
|
|
(0.31
|
)
|
|
—
|
|
||||
Total other-than-temporary impairment losses
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
||||
Foreign exchange and other (gains) losses
|
|
(0.09
|
)
|
|
0.01
|
|
|
(0.17
|
)
|
|
(0.03
|
)
|
||||
Loss from NGHC Quota Share run-off
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
0.02
|
|
||||
Unamortized deferred gain on retroactive reinsurance
|
|
1.26
|
|
|
—
|
|
|
1.26
|
|
|
—
|
|
||||
Loss from discontinued operations, net of income tax
|
|
—
|
|
|
0.72
|
|
|
0.27
|
|
|
0.50
|
|
||||
Interest expense paid resulting from the LPT/ADC Agreement and the Commutation Agreement
|
|
0.16
|
|
|
—
|
|
|
0.16
|
|
|
—
|
|
||||
Separation costs incurred due to retirement of former executives
|
|
—
|
|
|
0.07
|
|
|
—
|
|
|
0.07
|
|
||||
Non-GAAP diluted operating earnings (loss) per share attributable to Maiden common shareholders
|
|
$
|
0.48
|
|
|
$
|
(2.90
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(3.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Reconciliation of net loss attributable to Maiden to non-GAAP loss from operations
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Maiden
|
|
$
|
(58,327
|
)
|
|
$
|
(300,294
|
)
|
|
$
|
(110,376
|
)
|
|
$
|
(275,389
|
)
|
Add (subtract):
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange and other (gains) losses
|
|
(7,827
|
)
|
|
552
|
|
|
(14,013
|
)
|
|
(1,862
|
)
|
||||
Interest and amortization expenses
|
|
4,831
|
|
|
4,829
|
|
|
14,490
|
|
|
14,487
|
|
||||
Income tax expense (benefit)
|
|
87
|
|
|
3,573
|
|
|
(977
|
)
|
|
402
|
|
||||
Loss from discontinued operations, net of income tax
|
|
277
|
|
|
59,819
|
|
|
22,327
|
|
|
41,609
|
|
||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
62
|
|
|
—
|
|
|
180
|
|
||||
Non-GAAP loss from operations(2)
|
|
$
|
(60,959
|
)
|
|
$
|
(231,459
|
)
|
|
$
|
(88,549
|
)
|
|
$
|
(220,573
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of GAAP combined ratio to non-GAAP combined ratio:
|
|
|
|
|
|
|
|
|
||||||||
Combined ratio
|
|
190.8
|
%
|
|
150.8
|
%
|
|
146.0
|
%
|
|
120.7
|
%
|
||||
Less: Unamortized deferred gain on retroactive reinsurance
|
|
109.5
|
%
|
|
—
|
|
|
25.2
|
%
|
|
—
|
|
||||
Non-GAAP combined ratio(17)
|
|
81.3
|
%
|
|
150.8
|
%
|
|
120.8
|
%
|
|
120.7
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||
Reconciliation of total Maiden shareholders' equity to adjusted Maiden shareholders' equity
|
|
|
|
|
||||||||||||
Total Maiden Shareholders’ Equity
|
|
$
|
533,155
|
|
|
$
|
554,275
|
|
||||||||
Unamortized deferred gain on retroactive reinsurance
|
|
104,542
|
|
|
—
|
|
||||||||||
Adjusted Maiden shareholders' equity(16)
|
|
$
|
637,697
|
|
|
$
|
554,275
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of book value per common share to adjusted book value per common share
|
|
|
|
|
||||||||||||
Book value per common share
|
|
$
|
0.82
|
|
|
$
|
1.08
|
|
||||||||
Add: Unamortized deferred gain on retroactive reinsurance
|
|
1.26
|
|
|
—
|
|
||||||||||
Adjusted book value per common share(16)
|
|
$
|
2.08
|
|
|
$
|
1.08
|
|
Non-GAAP underwriting results
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gross premiums written
|
|
$
|
35,844
|
|
|
$
|
484,493
|
|
|
$
|
(523,178
|
)
|
|
$
|
1,629,347
|
|
Net premiums written
|
|
$
|
35,944
|
|
|
$
|
482,806
|
|
|
$
|
(525,995
|
)
|
|
$
|
1,626,485
|
|
Net premiums earned
|
|
$
|
94,898
|
|
|
$
|
520,077
|
|
|
$
|
411,986
|
|
|
$
|
1,541,278
|
|
Other insurance revenue
|
|
554
|
|
|
1,870
|
|
|
2,058
|
|
|
7,629
|
|
||||
Non-GAAP net loss and LAE(17)
|
|
(36,318
|
)
|
|
(600,296
|
)
|
|
(310,568
|
)
|
|
(1,323,503
|
)
|
||||
Commission and other acquisition expenses
|
|
(32,763
|
)
|
|
(167,618
|
)
|
|
(152,036
|
)
|
|
(497,026
|
)
|
||||
General and administrative expenses
|
|
(2,084
|
)
|
|
(5,208
|
)
|
|
(9,035
|
)
|
|
(16,284
|
)
|
||||
Non-GAAP underwriting income (loss)(17)
|
|
$
|
24,287
|
|
|
$
|
(251,175
|
)
|
|
$
|
(57,595
|
)
|
|
$
|
(287,906
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Ratios:
|
|
|
|
|
|
|
|
|
||||||||
Non-GAAP net loss and LAE ratio(17)
|
|
38.1
|
%
|
|
115.0
|
%
|
|
75.1
|
%
|
|
85.4
|
%
|
||||
Commission and other acquisition expense ratio
|
|
34.3
|
%
|
|
32.1
|
%
|
|
36.7
|
%
|
|
32.1
|
%
|
||||
General and administrative expense ratio
|
|
8.9
|
%
|
|
3.7
|
%
|
|
9.0
|
%
|
|
3.2
|
%
|
||||
Expense ratio
|
|
43.2
|
%
|
|
35.8
|
%
|
|
45.7
|
%
|
|
35.3
|
%
|
||||
Non-GAAP combined ratio(17)
|
|
81.3
|
%
|
|
150.8
|
%
|
|
120.8
|
%
|
|
120.7
|
%
|
Non-GAAP Net Loss and LAE
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss and loss adjustment expenses
|
|
$
|
140,860
|
|
|
$
|
600,296
|
|
|
$
|
415,110
|
|
|
$
|
1,323,503
|
|
Less: Unamortized deferred gain on retroactive reinsurance
|
|
104,542
|
|
|
—
|
|
|
104,542
|
|
|
—
|
|
||||
Non-GAAP net loss and loss adjustment expenses(17)
|
|
$
|
36,318
|
|
|
$
|
600,296
|
|
|
$
|
310,568
|
|
|
$
|
1,323,503
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Investable assets:
|
|
|
|
||||
Total investments
|
$
|
2,089,972
|
|
|
$
|
4,090,965
|
|
Cash and cash equivalents
|
39,755
|
|
|
200,841
|
|
||
Restricted cash and cash equivalents
|
33,171
|
|
|
130,148
|
|
||
Loan to related party
|
167,975
|
|
|
167,975
|
|
||
Funds withheld receivable
|
678,775
|
|
|
27,039
|
|
||
Total investable assets(13)
|
$
|
3,009,648
|
|
|
$
|
4,616,968
|
|
|
|
|
|
||||
|
September 30, 2019
|
|
December 31, 2018
|
||||
Capital:
|
|
|
|
||||
Preference shares
|
$
|
465,000
|
|
|
$
|
465,000
|
|
Common shareholders' equity
|
68,155
|
|
|
89,275
|
|
||
Total Maiden shareholders' equity
|
533,155
|
|
|
554,275
|
|
||
2016 Senior Notes
|
110,000
|
|
|
110,000
|
|
||
2013 Senior Notes
|
152,500
|
|
|
152,500
|
|
||
Total capital resources(14)
|
$
|
795,655
|
|
|
$
|
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.
|
(2)
|
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.
|
(3)
|
Dividends on preference shares consist of $0 paid to Preference shares - Series A for the three and nine months ended September 30, 2019 and $3,094 and $9,282 paid to Preference shares - Series A for the three and nine months ended September 30, 2018, respectively, $0 paid to Preference shares - Series C for the three and nine months ended September 30, 2019 and $2,938 and $8,816 paid to Preference shares - Series C for the three and nine months ended September 30, 2018, respectively, and $0 paid to Preference shares - Series D for the three and nine months ended September 30, 2019 and $2,513 and $7,538 paid to Preference shares - Series D for the three and nine months ended September 30, 2018, respectively.
|
(4)
|
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.
|
(5)
|
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.
|
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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