Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
February 28, 2017 (February 27, 2017)
 
MAIDEN HOLDINGS, LTD.
 (Exact name of registrant as specified in its charter)
 
Bermuda
(State or other jurisdiction
of incorporation)
 
001-34042
(Commission File
Number)
 
98-0570192
(IRS Employer
Identification No.)
 
131 Front Street, Hamilton HM12, Bermuda
 
(Address of principal executive offices and zip code)
 
(441) 298-4900
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 







Item 2.02
Results of Operations and Financial Condition.

On February 27, 2017, Maiden Holdings, Ltd. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended December 31, 2016. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
 
The information contained in this Item 2.02 and in the accompanying exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
 
(d)           Exhibit
 
Exhibit
 
 
No.
 
Description
 
 
 
99.1
 
Press Release of Maiden Holdings, Ltd., dated February 27, 2017

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. 
Date:
February 28, 2017
MAIDEN HOLDINGS, LTD.
 
 
 
    
 
 
 
 
  By:
/s/ Lawrence F. Metz
 
 
 
Lawrence F. Metz
 
 
 
Executive Vice President, General Counsel and
Secretary






EXHIBIT INDEX
 
Exhibit
 
 
No.
 
Description
 
 
 
99.1
 
Press Release of Maiden Holdings, Ltd., dated February 28, 2017






Exhibit 99.1

                                https://cdn.kscope.io/b27db66dc9687aeac88c9aa62b6fbf44-logo1a10.jpg
 

PRESS RELEASE

Maiden Holdings, Ltd. Announces Fourth Quarter and Year-End 2016 Financial Results
 
Highlights for the quarter ended December 31, 2016
Net loss attributable to Maiden common shareholders of $74.7 million, or $0.87 per diluted common share compared with net income attributable to Maiden common shareholders of $24.7 million, or $0.32 per diluted common share(8) in the fourth quarter of 2015;
Net operating loss(1) of $69.7 million, or $0.81 per diluted common share compared with net operating earnings of $26.4 million, or $0.34 per diluted common share in the fourth quarter of 2015;
Fourth quarter results reflect a previously announced reserve charge of $120.4 million, including:
$56.9 million in the Diversified Reinsurance segment due to commercial auto;
$52.0 million in the AmTrust Reinsurance segment primarily within AmTrust’s Specialty Program segment due to adverse development in commercial auto and general liability lines of business;
$11.5 million in the “other” category to reflect additional reserves for Maiden’s former client, National General Holdings Corporation.
Excluding the impact of the $120.4 million reserve charge, Maiden would have reported fourth quarter 2016 net income attributable to Maiden common shareholders of $45.7 million, or $0.52 per diluted share and net operating income attributable to Maiden common shareholders of $39.3 million, or $0.45 per diluted common share;
Gross premiums written increased 8.8% to $572.1 million compared to the fourth quarter of 2015;
Net premiums written increased 6.7% to $521.0 million compared to the fourth quarter of 2015;
Combined ratio(13) of 117.4% compared to 99.9% in the fourth quarter of 2015;
Excluding the impact of the $120.4 million reserve charge, Maiden’s combined ratio for the fourth quarter of 2016 would have been 97.9%; and
Net investment income was $38.6 million compared to $34.8 million in the fourth quarter of 2015.

Highlights for the year ended December 31, 2016
Net income attributable to Maiden common shareholders of $15.2 million or $0.19 per diluted common share compared with $100.1 million, or $1.31 per diluted common share in 2015;
Net operating earnings(1) of $17.3 million, or $0.22 per diluted common share compared with net operating earnings of $107.2 million, or $1.39 per diluted common share in 2015;
Excluding the impact of the $120.4 million reserve charge, Maiden would have reported 2016 net income attributable to Maiden common shareholders of $135.7 million, or $1.67 per diluted share and net operating income attributable to Maiden common shareholders of $126.2 million, or $1.56 per diluted common share;
Gross premiums written were $2.8 billion, an increase of 6.3% compared to 2015;
Net premiums written increased 5.6% to $2.7 billion in 2016 compared to 2015;
Combined ratio(13) of 103.2% compared to 99.3% in 2015;
Net investment income was $145.9 million, an increase of 11.3% compared to 2015; and
Book value per common share(4) of $12.12 at December 31, 2016 increased 3.0% compared to December 31, 2015.






HAMILTON, Bermuda - Maiden Holdings, Ltd. (NASDAQ:  MHLD) (“Maiden” or “the Company”) today reported a fourth quarter 2016 net loss attributable to Maiden common shareholders of $74.7 million or $0.87 per diluted common share compared to net income attributable to Maiden common shareholders of $24.7 million or $0.32 per diluted common share in the fourth quarter of 2015. The net operating loss(1) was $69.7 million, or $0.81 per diluted common share compared with net operating earnings of $26.4 million, or $0.34 per diluted common share in the fourth quarter of 2015.

As Maiden previously reported on February 14, 2017, the Company’s fourth quarter 2016 results include a reserve charge of $120.4 million, which is primarily derived from the commercial auto line of business in both of its reported operating segments. The charge includes both a provision for adverse development realized during the fourth quarter, as well as a more conservative view of the ultimate exposures on commercial auto liability throughout the portfolio. Excluding the impact of the $120.4 million reserve charge, Maiden would have reported fourth quarter 2016 net income attributable to Maiden common shareholders of $45.7 million, or $0.52 per diluted share, and an annualized net return on common equity of 15.1%. Excluding the impact of the $120.4 million reserve charge, Maiden would have reported fourth quarter 2016 net operating income attributable to Maiden common shareholders of $39.3 million, or $0.45 per diluted common share and an annualized operating return on common equity(7) of 13.0%. Excluding the impact of the $120.4 million reserve charge, Maiden would have reported 2016 net income attributable to Maiden common shareholders of $135.7 million, or $1.67 per diluted share and a net return on common equity of 13.8%. Excluding the impact of the $120.4 million reserve charge, Maiden would have reported 2016 net operating income attributable to Maiden common shareholders of $126.2 million, or $1.56 per diluted common share and an operating return on common equity(7) of 12.8%.
 
Commenting on the Company's results, Art Raschbaum, Chief Executive Officer of Maiden, said: “Despite the significant challenges presented in the commercial auto business, we reported a modest profit for the year and have continued to grow our business and investable assets while strengthening investment income. We remain focused on improving the profitability of our business and believe the fourth quarter reserve charge will help us to stabilize underwriting performance as we enter 2017. Importantly, our 2016 underwriting year expected loss ratios reflect solid profitability. While the market remains competitive, we were able to expand our business in 2016 by leveraging our strong franchise and value-added products and services. We believe our prospects for continued disciplined growth are strong. Additionally, we are in an excellent position to improve our cost of capital, and will explore opportunities to refinance our existing indebtedness in 2017 at an improved rate.”






Results for the quarter ended December 31, 2016
Maiden reported a fourth quarter 2016 net loss attributable to common shareholders of $74.7 million or $0.87 per diluted common share compared with net income attributable to Maiden common shareholders of $24.7 million or $0.32 per diluted common share in the fourth quarter of 2015. The net operating loss(1) was $69.7 million, or $0.81 per diluted common share in the fourth quarter of 2016 compared with net operating earnings of $26.4 million, or $0.34 per diluted common share in the fourth quarter of 2015.
 
In the fourth quarter of 2016, gross premiums written increased 8.8% to $572.1 million from $525.9 million in the fourth quarter of 2015. The Diversified Reinsurance segment’s gross premiums written totaled $157.0 million, an increase of 7.8% versus the fourth quarter of 2015, with the growth resulting from existing client accounts and premium from new customers won throughout the year. In the AmTrust Reinsurance segment, gross premiums written were $414.7 million, an increase of 9.0% compared to $380.3 million in the fourth quarter of 2015.

Net premiums written totaled $521.0 million in the fourth quarter of 2016, an increase of 6.7% compared to the fourth quarter of 2015. 

Net premiums earned were $616.3 million, an increase of 5.6% compared to the fourth quarter of 2015.  In the Diversified Reinsurance segment, net premiums earned increased 6.8% to $186.0 million compared to the fourth quarter of 2015. The AmTrust Reinsurance segment net premiums earned were $429.9 million, up 5.0% compared to the fourth quarter of 2015.

Net loss and loss adjustment expenses of $522.5 million were up 31.6% compared to the fourth quarter of 2015. The loss ratio(9) of 84.5% was higher than the 67.8% reported in the fourth quarter of 2015.
 
Commission and other acquisition expenses, increased 7.9% to $186.2 million in the fourth quarter of 2016, compared to the same quarter a year ago. The expense ratio(12) increased to 32.9% for the fourth quarter of 2016 compared with 32.1% in the same quarter last year, due to changes in business mix, with the amount of quota share premiums outpacing excess of loss business. General and administrative expenses for the fourth quarter of 2016 totaled $17.2 million, an 8.3% increase compared with $15.9 million in the fourth quarter of 2015. The general and administrative expense ratio(11) was 2.8% in the fourth quarter of 2016, compared to 2.7% in the fourth quarter of 2015.
 
The combined ratio(13) for the fourth quarter of 2016 totaled 117.4% compared with 99.9% in the fourth quarter of 2015. The Diversified Reinsurance segment combined ratio was 128.3% in the fourth quarter of 2016 compared to 103.6% in the fourth quarter of 2015, as net adverse development from commercial auto business negatively impacted results. The AmTrust Reinsurance segment combined ratio was 108.1% in the fourth quarter of 2016 compared to 95.8% in the fourth quarter of 2015 due to an elevated level of loss development from AmTrust’s Specialty Program segment in the quarter, primarily in commercial auto and to a lesser extent general liability. Excluding the fourth quarter reserve charge of $120.4 million, Maiden’s combined ratio for the fourth quarter of 2016 would have been 97.9%, comprised of 98.1% for the Diversified Reinsurance segment and 96.0% for the AmTrust Reinsurance segment.

Net investment income of $38.6 million in the fourth quarter of 2016 increased 10.8% compared to the fourth quarter of 2015. As of December 31, 2016, the average yield on the fixed income portfolio (excluding cash) is 3.30% with an average duration of 5.07 years. Cash and cash equivalents were $149.5 million at December 31, 2016 or $183.0 million lower than at year-end 2015.
  
Total assets increased 9.6% to $6.3 billion at December 31, 2016 compared to $5.7 billion at year-end 2015.   Shareholders' equity was $1.4 billion, up 1.0% compared to December 31, 2015. Book value per common share was $12.12 at December 31, 2016 or 3.0% higher than at December 31, 2015.
  
During the fourth quarter of 2016, the Board of Directors declared dividends of $0.15 per common share, $0.515625 per Series A preference share and $0.445313 per Series C preference share.





Results for the year ended December 31, 2016
Net income attributable to Maiden common shareholders was $15.2 million or $0.19 per diluted common share in fiscal year 2016 compared to net income attributable to Maiden common shareholders of $100.1 million or $1.31 per diluted common share in 2015. Net operating earnings(1) for 2016 were $17.3 million, or $0.22 per diluted common share compared with $107.2 million, or $1.39 per diluted common share in 2015.

In 2016, gross premiums written totaled $2.8 billion, an increase of 6.3% compared to the 2015.  Gross premiums written in the Diversified Reinsurance segment totaled $824.3 million, an increase of 6.1% versus 2015. In the AmTrust Reinsurance segment, gross premiums written increased by 6.4% to $2.0 billion compared to 2015.

In 2016, net premiums written totaled $2.7 billion, an increase of 5.6% compared to 2015.  

Net premiums earned of $2.6 billion increased 5.7% compared to 2015.  Net premiums earned decreased 2.8% in the Diversified Reinsurance segment to $724.1 million compared to 2015. The AmTrust Reinsurance segment net premiums earned were up 9.5% to $1.8 billion compared to 2015.
 
Net loss and loss adjustment expenses of $1.8 billion were up 11.4% compared to 2015.  The loss ratio(9) of 70.6% was higher than the 66.9% in 2015.
 
Commission and other acquisition expenses, increased 6.8% to $773.7 million in 2016 versus 2015, while the expense ratio(12) rose to 32.6% compared with 32.4% in 2015. General and administrative expenses for 2016 totaled $67.0 million compared with $64.9 million in 2015. The general and administrative expense ratio(11) decreased to 2.6% versus 2.7% in 2015.
 
The combined ratio(13) for 2016 was 103.2% compared to the 99.3% combined ratio reported for 2015. The Diversified Reinsurance segment had a combined ratio of 109.4% in 2016 compared to 103.0% in 2015. The AmTrust Reinsurance segment combined ratio was 98.4% in 2016 compared to 95.3% in 2015.

Net investment income of $145.9 million in 2016 increased 11.3% compared to $131.1 million in 2015.

(1)(4)(7)(8) Please see the Non-GAAP Financial Measures table for additional information on these non-GAAP financial measures and reconciliation of these measures to GAAP measures.
 
(9)(11)(12)(13) Loss ratio, general and administrative expense ratio, expense ratio and combined ratio are operating metrics. Please see the additional information on these measures under Segment information tables.





Conference Call
Maiden’s Chief Executive Officer, Art Raschbaum and Chief Financial Officer, Karen Schmitt will review these results tomorrow via teleconference and live audio webcast beginning at 8:30 a.m. ET.

To participate in the conference call, please access one of the following at least five minutes prior to the start time:
U.S. Callers: 1.877.734.5373
Outside U.S. Callers: 1.973.200.3059
Passcode: 60489931
Webcast: http://www.maiden.bm/news_events
A replay of the conference call will be available beginning at 11:30 a.m. ET on February 28, 2017 through 11:30 a.m. ET on March 7, 2017. To listen to the replay, please dial toll free: 1.855.859.2056 (U.S. Callers) or toll: 1.404.537.3406 (callers outside the U.S.) and enter the Passcode: 60489931; or access http://www.maiden.bm/news_events

About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007.  Through its subsidiaries, which are each A rated (excellent) by A.M. Best, the Company is focused on providing non-catastrophic, customized reinsurance products and services to small and mid-size insurance companies in the United States and Europe. As of December 31, 2016, Maiden had $6.3 billion in assets and shareholders' equity of $1.4 billion.
 
The Maiden Holdings, Ltd. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5006





Forward Looking Statements
This release contains "forward-looking statements" which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that actual developments will be those anticipated by the Company. Actual results may differ materially from those projected as a result of significant risks and uncertainties, including non-receipt of the expected payments, changes in interest rates, effect of the performance of financial markets on investment income and fair values of investments, developments of claims and the effect on loss reserves, accuracy in projecting loss reserves, the impact of competition and pricing environments, changes in the demand for the Company's products, the effect of general economic conditions and unusual frequency of storm activity, adverse state and federal legislation, regulations and regulatory investigations into industry practices, developments relating to existing agreements, heightened competition, changes in pricing environments, and changes in asset valuations. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those projected is contained in Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 as updated in periodic filings with the SEC. The Company undertakes no obligation to publicly update any forward-looking statements, except as may be required by law.
 
CONTACT:
 
Noah Fields, Senior Vice President, Investor Relations
Maiden Holdings, Ltd.
Phone: 441.298.4927
E-mail: nfields@maiden.bm






MAIDEN HOLDINGS, LTD.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2016 and 2015
(In thousands of U.S. dollars, except share and per share data)
 
 
2016
 
2015
 
 
(Unaudited)
 
(Audited)
ASSETS
 
 
 
 
Investments:
 
 
 
 
Fixed maturities, available-for-sale, at fair value (amortized cost 2016: $4,005,642; 2015: $3,562,864)
 
$
3,971,666

 
$
3,508,088

Fixed maturities, held to maturity, at amortized cost (fair value 2016: $766,135; 2015: $598,975)
 
752,212

 
607,843

Other investments, at fair value (cost 2016: $10,057; 2015: $10,816)
 
13,060

 
11,812

Total investments
 
4,736,938

 
4,127,743

Cash and cash equivalents
 
45,747

 
89,641

Restricted cash and cash equivalents
 
103,788

 
242,859

Accrued investment income
 
36,517

 
32,288

Reinsurance balances receivable, net
 
410,166

 
377,318

Reinsurance recoverable on unpaid losses
 
99,936

 
71,248

Loan to related party
 
167,975

 
167,975

Deferred commission and other acquisition expenses, net
 
424,605

 
397,548

Goodwill and intangible assets, net
 
77,715

 
81,920

Other assets
 
148,912

 
115,038

Total assets
 
$
6,252,299

 
$
5,703,578

LIABILITIES
 
 
 
 
Reserve for loss and loss adjustment expenses
 
$
2,896,496

 
$
2,510,101

Unearned premiums
 
1,475,506

 
1,354,572

Accrued expenses and other liabilities
 
167,736

 
139,873

Senior notes - principal amount
 
362,500

 
360,000

Less unamortized issuance costs
 
11,091

 
10,067

   Senior notes, net
 
351,409

 
349,933

Total liabilities
 
4,891,147

 
4,354,479

Commitments and Contingencies
 
 
 
 
EQUITY
 
 
 
 
Preference shares
 
315,000

 
480,000

Common shares
 
873

 
747

Additional paid-in capital
 
749,256

 
579,178

Accumulated other comprehensive income (loss)
 
14,997

 
(23,767
)
Retained earnings
 
285,662

 
316,184

Treasury shares, at cost
 
(4,991
)
 
(4,521
)
Total Maiden shareholders’ equity
 
1,360,797

 
1,347,821

Noncontrolling interest in subsidiaries
 
355

 
1,278

Total equity
 
1,361,152

 
1,349,099

Total liabilities and equity
 
$
6,252,299

 
$
5,703,578

 
 
 
 
 
Book value per common share(4)
 
$
12.12

 
$
11.77

 
 
 
 
 
Common shares outstanding
 
86,271,109

 
73,721,140






MAIDEN HOLDINGS, LTD.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)





 
 
For the Three Months Ended December 31,
 
For the Years Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Audited)
Revenues:
 
 
 
 
 
 
 
 
Gross premiums written
 
$
572,058

 
$
525,890

 
$
2,831,348

 
$
2,662,825

Net premiums written
 
$
521,041

 
$
488,362

 
$
2,654,952

 
$
2,514,116

Change in unearned premiums
 
95,258

 
95,448

 
(86,802
)
 
(85,047
)
Net premiums earned
 
616,299

 
583,810

 
2,568,150

 
2,429,069

Other insurance revenue
 
2,121

 
2,104

 
10,817

 
11,512

Net investment income
 
38,601

 
34,832

 
145,892

 
131,092

Net realized gains on investment
 
2,263

 
171

 
6,774

 
2,498

Total other-than-temporary impairment losses
 

 

 

 
(1,060
)
Portion of loss recognized in other comprehensive income (loss)
 

 

 

 

Net impairment losses recognized in earnings
 

 

 

 
(1,060
)
Total revenues
 
659,284

 
620,917

 
2,731,633

 
2,573,111

Expenses:
 
 
 
 
 
 
 
 
Net loss and loss adjustment expenses ("LAE")
 
522,545

 
397,065

 
1,819,906

 
1,633,570

Commission and other acquisition expenses
 
186,163

 
172,519

 
773,664

 
724,197

General and administrative expenses
 
17,246

 
15,921

 
66,984

 
64,872

Total expenses
 
725,954

 
585,505

 
2,660,554

 
2,422,639

(Loss) income from operations(2)
 
(66,670
)
 
35,412

 
71,079

 
150,472

Other expenses
 
 
 
 
 
 
 
 
Interest and amortization expenses
 
(6,859
)
 
(7,267
)
 
(28,173
)
 
(29,063
)
Accelerated amortization of senior note issuance cost
 

 

 
(2,345
)
 

Amortization of intangible assets
 
(615
)
 
(710
)
 
(2,461
)
 
(2,840
)
Foreign exchange and other gains, net
 
5,138

 
3,691

 
11,612

 
7,753

Total other expenses
 
(2,336
)
 
(4,286
)
 
(21,367
)
 
(24,150
)
(Loss) income before income taxes
 
(69,006
)
 
31,126

 
49,712

 
126,322

Less: Income tax expense
 
368

 
402

 
1,574

 
2,038

Net (loss) income
 
(69,374
)
 
30,724

 
48,138

 
124,284

Add: loss attributable to noncontrolling interest
 
676

 
76

 
842

 
192

Net (loss) income attributable to Maiden
 
(68,698
)
 
30,800

 
48,980

 
124,476

Dividends on preference shares(6)
 
(6,033
)
 
(6,084
)
 
(33,756
)
 
(24,337
)
Net (loss) income attributable to Maiden common shareholders
 
$
(74,731
)
 
$
24,716

 
$
15,224

 
$
100,139

Net operating (loss) earnings attributable to common shareholders(1)
 
$
(69,680
)
 
$
26,399

 
$
17,294

 
$
107,190

Basic (loss) earnings per common share attributable to Maiden shareholders
 
$
(0.87
)
 
$
0.34

 
$
0.20

 
$
1.36

Diluted (loss) earnings per common share attributable to Maiden shareholders(8)
 
$
(0.87
)
 
$
0.32

 
$
0.19

 
$
1.31

Basic operating (loss) earnings per common share attributable to Maiden shareholders
 
$
(0.81
)
 
$
0.36

 
$
0.22

 
$
1.46

Diluted operating (loss) earnings per common share attributable to Maiden shareholders(8)
 
$
(0.81
)
 
$
0.34

 
$
0.22

 
$
1.39

Dividends declared per common share
 
$
0.15

 
$
0.14

 
$
0.57

 
$
0.53

 
 
 
 
 
 
 
 
 
Weighted average number of common shares - basic
 
86,198,686

 
73,699,754

 
77,534,860

 
73,478,544

Adjusted weighted average number of common shares and assumed conversions - diluted
 
87,410,257

 
85,815,793

 
78,686,943

 
85,638,235

 
 
 
 
 
 
 
 
 
Net loss and LAE ratio(9)
 
84.5
 %
 
67.8
%
 
70.6
%
 
66.9
%
Commission and other acquisition expense ratio(10)
 
30.1
 %
 
29.4
%
 
30.0
%
 
29.7
%
General and administrative expense ratio(11)
 
2.8
 %
 
2.7
%
 
2.6
%
 
2.7
%
Expense ratio(12)
 
32.9
 %
 
32.1
%
 
32.6
%
 
32.4
%
Combined ratio(13)
 
117.4
 %
 
99.9
%
 
103.2
%
 
99.3
%
 
 
 
 
 
 
 
 
 
Annualized return on common equity
 
(26.0
)%
 
11.1
%
 
1.6
%
 
11.2
%
Annualized operating return on average common equity(7)
 
(24.3
)%
 
11.8
%
 
1.9
%
 
12.0
%





MAIDEN HOLDINGS, LTD.
NON-GAAP FINANCIAL MEASURES
(In thousands of U.S. dollars, except share and per share data)
(Unaudited)
 
 
For the Three Months Ended December 31,
 
For the Years Ended December 31,

 
2016
 
2015
 
2016
 
2015
Reconciliation of net (loss) income attributable to Maiden common shareholders to net operating (loss) earnings:
 
 
 
 
 
 
 
 
Net (loss) income attributable to Maiden common shareholders
 
$
(74,731
)
 
$
24,716

 
$
15,224

 
$
100,139

Add (subtract)
 
 
 
 
 
 
 
 
Net realized gains on investment
 
(2,263
)
 
(171
)
 
(6,774
)
 
(2,498
)
Net impairment losses recognized in earnings
 

 

 

 
1,060

Foreign exchange and other gains, net
 
(5,138
)
 
(3,691
)
 
(11,612
)
 
(7,753
)
Amortization of intangible assets
 
615

 
710

 
2,461

 
2,840

Divested excess and surplus ("E&S") business and NGHC run-off
 
11,547

 
4,545

 
14,489

 
12,241

Accelerated amortization of senior note issuance cost
 

 

 
2,345

 

Non-cash deferred tax expense
 
290

 
290

 
1,161

 
1,161

Net operating (loss) earnings attributable to Maiden common shareholders(1)
 
$
(69,680
)
 
$
26,399

 
$
17,294

 
$
107,190

Operating (loss) earnings per common share attributable to Maiden shareholders:
 
 
 
 
 
 
 
 
Basic (loss) earnings per common share attributable to Maiden shareholders
 
$
(0.81
)
 
$
0.36

 
$
0.22

 
$
1.46

Diluted (loss) earnings per common share attributable to Maiden shareholders(8)
 
$
(0.81
)
 
$
0.34

 
$
0.22

 
$
1.39

Reconciliation of net (loss) income attributable to Maiden to (loss) income from operations:
 
 
 
 
 
 
 
 
Net (loss) income attributable to Maiden
 
$
(68,698
)
 
$
30,800

 
$
48,980

 
$
124,476

Add (subtract)
 
 
 
 
 
 
 
 
Foreign exchange and other gains, net
 
(5,138
)
 
(3,691
)
 
(11,612
)
 
(7,753
)
Amortization of intangible assets
 
615

 
710

 
2,461

 
2,840

Interest and amortization expenses
 
6,859

 
7,267

 
28,173

 
29,063

Accelerated amortization of senior note issuance cost
 

 

 
2,345

 

Income tax expense
 
368

 
402

 
1,574

 
2,038

Loss attributable to noncontrolling interest
 
(676
)
 
(76
)
 
(842
)
 
(192
)
(Loss) income from operations(2)
 
$
(66,670
)
 
$
35,412

 
$
71,079

 
$
150,472

 
 
 
 
 
 
 





MAIDEN HOLDINGS, LTD.
NON-GAAP FINANCIAL MEASURES
(In thousands of U.S. dollars, except share and per share data)
(Unaudited)
 
December 31, 2016
 
December 31, 2015
Investable assets:
 
 
 
Total investments
$
4,736,938

 
$
4,127,743

Cash and cash equivalents
45,747

 
89,641

Restricted cash and cash equivalents
103,788

 
242,859

Loan to related party
167,975

 
167,975

Total investable assets(3)
$
5,054,448

 
$
4,628,218

 
 
 
 
 
December 31, 2016
 
December 31, 2015
Capital:
 
 
 
Preference shares
$
315,000

 
$
480,000

Common shareholders' equity
1,045,797

 
867,821

Total Maiden shareholders' equity
1,360,797

 
1,347,821

2016 Senior Notes
110,000

 

2013 Senior Notes
152,500

 
152,500

2012 Senior Notes
100,000

 
100,000

2011 Senior Notes

 
107,500

Total capital resources(5)
$
1,723,297

 
$
1,707,821

(1)
Net operating (loss) earnings is a non-GAAP financial measure defined by the Company as net (loss) income attributable to Maiden common shareholders excluding realized and unrealized investment gains and losses, net impairment losses recognized in earnings, foreign exchange and other gains and losses, amortization of intangible assets, divested excess and surplus business and NGHC run-off, accelerated amortization of senior note issuance cost and non-cash deferred tax expense and should not be considered as an alternative to net income. The Company's management believes that net operating (loss) earnings is a useful indicator of trends in the Company's underlying operations. The Company's measure of net operating (loss) earnings may not be comparable to similarly titled measures used by other companies.
(2)
(Loss) income 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, amortization of intangible assets, interest and amortization expenses, accelerated amortization of senior note issuance cost, income tax expense and income or loss attributable to noncontrolling interest and should not be considered as an alternative to net income. The Company’s management believes that (loss) income from operations is a useful measure of the Company’s underlying earnings fundamentals based on its underwriting and investment income before financing costs. This (loss) income from operations enables readers of this information to more clearly understand the essential operating results of the Company. The Company’s measure of (loss) income from operations may not be comparable to similarly titled measures used by other companies.
(3)
Investable assets is the total of the Company's investments, cash and cash equivalents and loan to a related party.
(4)
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.
(5)
Total capital resources is the sum of the Company's principal amount of debt and Maiden shareholders' equity.
(6)
Dividends on preference shares consist of $3,093 and $12,375 paid to Preference shares - Series A and $0 and $8,971 paid to Preference shares - Series B for the three and twelve months ended December 31, 2016 and 2015, respectively, and $2,940 and $12,410 paid to Preference shares - Series C for the three and twelve months ended December 31, 2016, respectively. On September 15, 2016, each of then outstanding Preference share - Series B were automatically converted into 12,069,090 of the Company's common shares at a conversion rate of 3.6573 per preference share.
(7)
Operating return on average common equity is a non-GAAP financial measure. Management uses operating return on average common shareholders' equity as a measure of profitability that focuses on the return to Maiden common shareholders. It is calculated using operating (loss) earnings available to common shareholders divided by average Maiden common shareholders' equity. For the twelve months ended December 31, 2016, the average common shareholders' equity is adjusted for the period the Mandatory Convertible Preference shares - Series B are outstanding (prior to mandatory conversion date of September 15, 2016).
(8)
During a period of loss, the basic weighted average common shares outstanding is used in the denominator of the diluted loss per common share computation as the effect of including potential dilutive shares would be anti-dilutive.







MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Unaudited)
For the Three Months Ended December 31, 2016
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
156,953

 
$
414,744

 
$
361

 
$
572,058

Net premiums written
 
$
139,597

 
$
381,039

 
$
405

 
$
521,041

Net premiums earned
 
$
185,972

 
$
429,922

 
$
405

 
$
616,299

Other insurance revenue
 
2,121

 

 

 
2,121

Net loss and LAE
 
(183,802
)
 
(327,127
)
 
(11,616
)
 
(522,545
)
Commission and other acquisition expenses
 
(48,611
)
 
(137,216
)
 
(336
)
 
(186,163
)
General and administrative expenses
 
(8,964
)
 
(588
)
 

 
(9,552
)
Underwriting loss
 
$
(53,284
)
 
$
(35,009
)
 
$
(11,547
)
 
$
(99,840
)
Reconciliation to net loss
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
40,864

Interest and amortization expenses
 
 
 
 
 
 
 
(6,859
)
Amortization of intangible assets
 
 
 
 
 
 
 
(615
)
Foreign exchange and other gains, net
 
 
 
 
 
 
 
5,138

Other general and administrative expenses
 
 
 
 
 
 
 
(7,694
)
Income tax expense
 
 
 
 
 
 
 
(368
)
Net loss
 
 
 
 
 
 
 
$
(69,374
)
 
 
 
 
 
 
 
 
 
Net loss and LAE ratio(9)
 
97.7
%
 
76.1
%
 
 
 
84.5
%
Commission and other acquisition expense ratio(10)
 
25.8
%
 
31.9
%
 
 
 
30.1
%
General and administrative expense ratio(11)
 
4.8
%
 
0.1
%
 
 
 
2.8
%
Combined ratio(13)
 
128.3
%
 
108.1
%
 
 
 
117.4
%






MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Unaudited)
For the Three Months Ended December 31, 2015
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
145,558

 
$
380,332

 
$

 
$
525,890

Net premiums written
 
$
132,088

 
$
356,274

 
$

 
$
488,362

Net premiums earned
 
$
174,181

 
$
409,628

 
$
1

 
$
583,810

Other insurance revenue
 
2,104

 

 

 
2,104

Net loss and LAE
 
(129,450
)
 
(263,056
)
 
(4,559
)
 
(397,065
)
Commission and other acquisition expenses
 
(43,960
)
 
(128,572
)
 
13

 
(172,519
)
General and administrative expenses
 
(9,336
)
 
(816
)
 

 
(10,152
)
Underwriting (loss) income
 
$
(6,461
)
 
$
17,184

 
$
(4,545
)
 
$
6,178

Reconciliation to net income
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
35,003

Interest and amortization expenses
 
 
 
 
 
 
 
(7,267
)
Amortization of intangible assets
 
 
 
 
 
 
 
(710
)
Foreign exchange and other gains, net
 
 
 
 
 
 
 
3,691

Other general and administrative expenses
 
 
 
 
 
 
 
(5,769
)
Income tax expense
 
 
 
 
 
 
 
(402
)
Net income
 
 
 
 
 
 
 
$
30,724

 
 
 
 
 
 
 
 
 
Net loss and LAE ratio(9)
 
73.4
%
 
64.2
%
 
 
 
67.8
%
Commission and other acquisition expense ratio(10)
 
24.9
%
 
31.4
%
 
 
 
29.4
%
General and administrative expense ratio(11)
 
5.3
%
 
0.2
%
 
 
 
2.7
%
Combined ratio(13)
 
103.6
%
 
95.8
%
 
 
 
99.9
%






MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Unaudited)
For the Year Ended December 31, 2016
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
824,341

 
$
2,006,646

 
$
361

 
$
2,831,348

Net premiums written
 
$
766,119

 
$
1,888,428

 
$
405

 
$
2,654,952

Net premiums earned
 
$
724,124

 
$
1,843,621

 
$
405

 
$
2,568,150

Other insurance revenue
 
10,817

 

 

 
10,817

Net loss and LAE
 
(579,520
)
 
(1,225,830
)
 
(14,556
)
 
(1,819,906
)
Commission and other acquisition expenses
 
(188,506
)
 
(584,820
)
 
(338
)
 
(773,664
)
General and administrative expenses
 
(35,681
)
 
(2,896
)
 

 
(38,577
)
Underwriting (loss) income
 
$
(68,766
)
 
$
30,075

 
$
(14,489
)
 
$
(53,180
)
Reconciliation to net income
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
152,666

Interest and amortization expenses
 
 
 
 
 
 
 
(28,173
)
Accelerated amortization of senior note issuance cost
 
 
 
 
 
 
 
(2,345
)
Amortization of intangible assets
 
 
 
 
 
 
 
(2,461
)
Foreign exchange and other gains, net
 
 
 
 
 
 
 
11,612

Other general and administrative expenses
 
 
 
 
 
 
 
(28,407
)
Income tax expense
 
 
 
 
 
 
 
(1,574
)
Net income
 
 
 
 
 
 
 
$
48,138

 
 
 
 
 
 
 
 
 
Net loss and LAE ratio(9)
 
78.9
%
 
66.5
%
 
 
 
70.6
%
Commission and other acquisition expense ratio(10)
 
25.6
%
 
31.7
%
 
 
 
30.0
%
General and administrative expense ratio(11)
 
4.9
%
 
0.2
%
 
 
 
2.6
%
Combined ratio(13)
 
109.4
%
 
98.4
%
 
 
 
103.2
%





MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Audited)
For the Year Ended December 31, 2015
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
776,852

 
$
1,885,974

 
$
(1
)
 
$
2,662,825

Net premiums written
 
$
734,781

 
$
1,779,334

 
$
1

 
$
2,514,116

Net premiums earned
 
$
744,875

 
$
1,684,191

 
$
3

 
$
2,429,069

Other insurance revenue
 
11,512

 

 

 
11,512

Net loss and LAE
 
(547,296
)
 
(1,074,072
)
 
(12,202
)
 
(1,633,570
)
Commission and other acquisition expenses
 
(196,292
)
 
(527,863
)
 
(42
)
 
(724,197
)
General and administrative expenses
 
(35,312
)
 
(3,016
)
 

 
(38,328
)
Underwriting (loss) income
 
$
(22,513
)
 
$
79,240

 
$
(12,241
)
 
$
44,486

Reconciliation to net income
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
133,590

Net impairment losses recognized in earnings
 
 
 
 
 
 
 
(1,060
)
Interest and amortization expenses
 
 
 
 
 
 
 
(29,063
)
Amortization of intangible assets
 
 
 
 
 
 
 
(2,840
)
Foreign exchange and other gains, net
 
 
 
 
 
 
 
7,753

Other general and administrative expenses
 
 
 
 
 
 
 
(26,544
)
Income tax expense
 
 
 
 
 
 
 
(2,038
)
Net income
 
 
 
 
 
 
 
$
124,284

 
 
 
 
 
 
 
 
 
Net loss and LAE ratio(9)
 
72.3
%
 
63.8
%
 
 
 
66.9
%
Commission and other acquisition expense ratio(10)
 
26.0
%
 
31.3
%
 
 
 
29.7
%
General and administrative expense ratio(11)
 
4.7
%
 
0.2
%
 
 
 
2.7
%
Combined ratio(13)
 
103.0
%
 
95.3
%
 
 
 
99.3
%
(9)
Calculated by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue.
(10)
Calculated by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue.
(11)
Calculated by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue.
(12)
Calculated by adding together the commission and other acquisition expense ratio and the general and administrative expense ratio.
(13)
Calculated by adding together the net loss and LAE ratio and the expense ratio.