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):
March 6, 2017 (March 5, 2017)
MAIDEN HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
Bermuda | 001-34042 | 98-0570192 | ||
(State or other jurisdiction | (Commission File | (IRS Employer | ||
of incorporation) | Number) | 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 7.01 Regulation FD Disclosure.
The slide presentation will be referenced during investor/analyst meetings during March 2017. A copy of the slide presentation is furnished as Exhibit 99.1 to this report.
The information under this Item 7.01 and the Investor Presentation attached to this Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Item 8.01 | Other Events. |
On March 5, 2017, Maiden Holdings, Ltd. issued a press release disclosing that he Company's independent auditor has completed its 2016 year-end audit and that the Company will be filing its Annual Report on Form 10-K electronically with the U.S. Securities and Exchange Commission on Monday, March 6, 2017. The full text of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
A copy of the press release is hereby filed with the Commission and incorporated by reference herein as Exhibit 99.2.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in the presentation in Exhibit 99.1 reflect our current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. For example, our forward-looking statements could be affected by pricing and policy term trends; increased competition; the impact of acts of terrorism and acts of war; greater frequency or severity of unpredictable catastrophic events; negative rating agency actions; the adequacy of our loss reserves; the Company or its subsidiaries becoming subject to significant income taxes in the United States or elsewhere; changes in regulations or tax laws; changes in the availability, cost or quality of reinsurance or retrocessional coverage; adverse general economic conditions; and judicial, legislative, political and other governmental developments, as well as management's response to these factors, and other factors identified in our filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We are under no obligation (and expressly disclaim any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | ||
No. | Description | |
99.1 | Slides from presentation by management. | |
99.2 | Press Release. | |
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: March 6, 2017 | MAIDEN HOLDINGS, LTD. | |
By: | /s/ Lawrence F. Metz | |
Lawrence F. Metz | ||
Executive Vice President, General Counsel and Secretary | ||
EXHIBIT 99.2
PRESS RELEASE
Maiden Holdings Approved to File Annual Report on Form 10-K
HAMILTON, Bermuda, March 05, 2017 (GLOBE NEWSWIRE) -- Maiden Holdings, Ltd. ("Maiden" or "the Company") (NASDAQ:MHLD) announced today that the Company's independent auditor has completed its 2016 year-end audit. Maiden will be filing its Annual Report on Form 10-K electronically with the U.S. Securities and Exchange Commission on Monday, March 6, 2017. The Company has received an unqualified opinion from its independent auditor and will be deemed to be a timely filer from its filing of Form 12b-25, notwithstanding its submission of the Form 10-K after the initial deadline.
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.
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.
Nasdaq:MHLD
Investor Presentation
March 2017
Forward Looking Statements
| Investor Presentation 2
This presentation 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 current
expectations and beliefs of Maiden Holdings, Ltd. (the “Company”) 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 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, decreases in existing and new client projected premiums, 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, 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. The Company undertakes no obligation to publicly update any
forward-looking statements, except as may be required by law. 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 most recent Annual Report on Form 10-K.
In presenting the Company’s results, management has included and discussed in this presentation certain non
generally accepted accounting principles (“non-GAAP”) financial measures within the meaning of Regulation G as
promulgated by the U.S. Securities and Exchange Commission. Management believes that these non-GAAP
measures, which may be defined differently by other companies, better explain the company’s results of
operations in a manner that allows for a more complete understanding of the underlying trends in the Company’s
business. However, these measures should not be viewed as a substitute for those determined in accordance
with generally accepted accounting principles (“U.S. GAAP”). See the appendix of this presentation for a
reconciliation of non-GAAP measures used in this presentation to their most directly comparable
GAAP measures.
Non-GAAP Financial Measures
Maiden’s Value Proposition
| Investor Presentation 3
Significant line of business and geographical
diversity across low volatility underwriting
portfolio (Not focused on the property
catastrophe reinsurance market)
Long-term relationships with targeted
regional and specialty P&C insurers –
34-year operating history
Successful and stable multi-year strategic
reinsurance relationship with AmTrust Financial
Services, Inc. (“AmTrust”) since 2007
Predictable and stable operating results
Highly efficient and scalable operating
platform
Growing balance sheet scale and
capital efficiency supported by the
low-volatility model
Conservative investment portfolio
Strong commitment to rewarding
shareholders through dividends
1
2
Maiden targets consistent underwriting profitability, above industry average growth
and an operating ROACE* of 15% or greater
3
4
5
6
7
8
*ROACE is Return on Av erage Common Equity . We use ROACE as a measurement of prof itability that f ocuses on the return to Maiden shareholders rather than using solely
net income. Please see the def inition of non-GAAP f inancial measures on the f inal page of this presentation f or additional important inf ormation.
RNR
VR
EIG
AWH
AXS
AGII
ACGL
PREENH
AHL
XL
MHLD
GLRE
50%
60%
70%
80%
90%
100%
110%
0 x1 x2 x3 x4 x5 x6 x7 x8 x9 x10
5
Y
e
a
r
A
ve
ra
g
e
C
o
m
b
in
e
d
R
a
ti
o
Multiple of MHLD's Standard Deviation in Combined Ratio
5+ Year Average Quarterly Combined Ratio and Standard Deviation in Combined Ratio
MHLD = x1.0 SD
Predictable and Stable Operating Performance
| Investor Presentation 4
Data Source: Quarterly Combined Ratio Data f rom SNL Financial – 1Q 2011 to 4Q 2016
*PRE is the f ormer ticker of PartnerRe, which is no longer traded publicly f ollowing its acquisition
by EXOR, but continues to report f inancial results.
Relatively stable and profitable combined ratio reflecting low volatility underwriting portfolio
Maiden’s History
| Investor Presentation 5
1 AmTrust’s f ounding shareholders were Michael Karf unkel, George Karf unkel, and Barry Zy skind. Michael Karf unkel passed away on April 27, 2016, thus the shares prev iously held by him are now controlled by his wif e
Leah Karf unkel.
2 National General Holdings Corporation (“NGHC”), f ormerly known as American Capital Acquisition Corporation (“ACAC”), acquired GMAC Personal Lines Business in 2010. The Michael Karf unkel 2005 Family Trust (which
is controlled by Leah Karf unkel) and AmTrust own 43.0% and 11.6% of NGHC common stock, respectiv ely.
3 As of most recent indiv idual f ilings.
.
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Gross Premiums Written (“GPW”) $247 $727 $1,049 $1,298 $1,813 $2,001 $2,204 $2,507 $2,663 $2,831
Employees 5 129 139 204 213 214 185 194 204 211
Founding Shareholders¹
Ownership
18.6% 30.1% 30.1% 28.3% 28.3% 28.4% 28.4% 28.1% 20.3% 17.4%3
2007 2008 2009 2010 2011 2012 2013 2014 2015
AmTrust’s founding shareholders¹
formed Maiden
Entered into 40% Quota Share
with AmTrust
Redeemed 14% TRUPS
January 15, 2014
Entered into 25% NGHC²
Quota Share
Acquired international insurance
business (IIS) from Ally
Sold property Excess & Surplus
(“E&S”) lines business
NGHC Quota Share discontinued
Acquired a reinsurance platform with
25 years of operations, GMAC RE,
with renewal rights, client relationships,
and infrastructure
(GPW in $ millions)
2016
AM Best rating
upgraded to A
September 1, 2016
Property
21%
Other Casualty
23%
Personal Auto
26%
Commercial
Auto
10%
A&H
10%
International
10%
2016 Gross Premiums Written = $824 million
Maiden’s Key Business Segments Today
Diversified Reinsurance Segment
Diversified Reinsurance – Focus on lower volatility “working layer” reinsurance needs
of regional and specialty P&C insurers in the U.S. and select international markets
Underwriting /
Distribution
DUAL UNDERWRITING
DISTRIBUTION:
• 46% direct / 54% brokered
distribution**
COMPETITIVE ADVANTAGES:
• Lasting, profitable, long-term
relationships with clients –
34-year operating history
• Dedicated Financial Trust®
offers highly rated security
• Deep multi-functional client service
support
• Purpose built balance sheet
and operating platform
**As of December 31, 2016
IN THE U.S.:
Multi-Functional Teams:
• Underwriters, actuaries, accountants,
legal and claims specialists
Focus on traditional lines:
• Personal & commercial auto
• Commercial multi-peril
• General liability
• Workers’ compensation
• Non-cat property
IN SELECT INTERNATIONAL MARKETS:
OEM oriented business development team:
• Personal Auto
• Credit Life
Bermuda team - offering capital
solutions in Europe:
• Multi-line regional opportunities
| Investor Presentation 6
SPECIALTY RISK AND EXTENDED WARRANTY
(GLOBAL):
• Consumer and commercial goods warranty
• European Hospital liability
• Other
SMALL COMMERCIAL (U.S.):
• Workers’ compensation
• Commercial package
• Commercial lines
SPECIALTY PROGRAM:
• Commercial package for specialty
risks / segments
UNDERWRITING:
• Multi-year quota-share reinsurance relationship since 2007
— Master Agreement in place through June 2019 with negotiated contract
modifications occurring independent of renewal cycle twice previously
— Actively managed by Maiden to preserve targeted economics
• Strong controls and governance
— Independent underwriting and reserving
— All related party transactions require independent Audit Committee approvals
AMTRUST’S STRENGTHS:
• Significant driver of growth with profitable combined ratios
• AmTrust’s leading competitive position in specialty markets
• Highly efficient with strong technological core competency
Maiden’s Key Business Segments Today
AmTrust Reinsurance Segment
| Investor Presentation 7
AmTrust Quota Share – Providing strategically important capital support
to AmTrust since 2007
2016 Gross Premiums Written = $2.0 billion
Small
Commercial
Business
60%
Specialty
Program
17%
Specialty Risk
and Extended
Warranty
23%
Diverse Portfolio of Low Volatility
Underwriting Business
Majority of business made up of lower
volatility proportional reinsurance
Low-hazard, profitable workers’
compensation business
• 41% of last twelve months
gross premiums written
• Focus on small premium,
small-employer policies
• Significantly lower workers’
compensation loss ratio vs. industry
mainly reflecting AmTrust’s
specialization and leading position
in low-hazard segment
| Investor Presentation 8
2016 GROSS PREMIUMS WRITTEN
Last Twelve Months* Gross Premiums Written = $2.831 billion
1. Workers' compensation 41%
2. Personal auto 13%
3. Commercial auto 10%
4. Other liability 10%
5. Warranty 9%
6. Fire, allied lines and inland
marine 5%
7. Commercial multi-peril 4%
8. Accident & health 3%
9. European hospital liab. 2%
10. Others 2%
11. Homeowners' 1%
1
2
3
4
5
6
7
8 9
10 11
$1,049
$1,298
1,813
$2,001
$2,204
$2,507
$2,663
$2,831
3.5% 3.5% 3.5%
2.9% 2.9%
2.8% 2.7%
2.6%
2009 2010 2011 2012 2013 2014 2015 2016
Gross Premiums Written ($mm) G&A Expense Ratio
Unique Operating Platform and Business Model
Drive Highly Efficient Expense Relativities
| Investor Presentation 9
1 Aspen, Arch, Axis, AWAC, Endurance, Ev erestRe, PartnerRe, RenRe, Validus, XL
Source: SNL and Company Financials
2016 G&A Expense Ratio
Maiden: 2.6%
Selected P&C (Re)Insurers1: 14.3%
Access to capital markets has enabled Maiden to
fund growth with long-term and perpetual securities
• January 2009: 14% Junior Subordinated Debt (“TRUPS” or
“Trust Preferred”) Offering of $260 million to finance the acquisition
of GMAC RE with significant support from Founding Shareholders
(Called in January 2014)
• June 2011: 30-Year, 8.25% Senior Notes Offering of $107.5 million,
replacing a portion of 14% TRUPS (NYSE:MHNA - Redeemed June
15, 2016)
• March 2012: 30-Year, 8% Senior Notes Offering of $100 million
(NYSE:MHNB)*
• August 2012: 8.25% Non-Cumulative Perpetual Preferred Share
Offering of $150 million (NYSE:MHPRA)*
• October 2013: 7.25% Mandatory Convertible Preference Share
Offering of $165 million, supporting reinsurance business growth
(NASDAQ:MHLDO)* - Converted to common equity on September
15, 2016
• November 2013: 30-Year, 7.75% Senior Notes Offering of $152.5
million, proceeds used to redeem remaining 14% TRUPS on
January 15, 2014 (NYSE:MHNC)*
• November 2015: 7.125% Non-Cumulative Perpetual Preferred
Share Offering of $165 million (NYSE:MHPRC)*
• June 2016: 30-Year, 6.625% Senior Notes Offering of $110 million
(NYSE:MHLA)* Proceeds used to redeem $107.5 million 8.25%
Senior Notes.
• Ongoing exploration of shareholder friendly, diverse and alternative
sources of capital
*MHNB, MHNC, MHLA, MHPRA and MHPRC pref erred shares hav e 5 y ear call prov isions at par.
Balanced & Diversified Capital Structure
| Investor Presentation 10
BALANCED AND DIVERSIFIED CAPITAL STRUCTURE
(In $ millions)
644 696 705
724 782
830 892
1,031
108
208
360
360
360
363
215
215
126
126
126
150
315
315
480
315
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
$1,800
2 0 0 9 2 0 1 0 2 0 1 1 2 0 1 2 2 0 1 3 2 0 1 4 2 0 1 5 2 0 1 6
T
O
T
A
L
C
A
P
IT
A
L
(E
X
C
L
U
D
IN
G
A
O
C
I)
Common Equity excluding AOCI Senior Notes Trust Preferred Preference Shares
BB+ or lower
3%
AAA
4%
AA
5%
A
29%
BBB
22%
US Agency
37%
Cash & Cash
Equiv.
3%U.S. Agency
34%
Corporate
Bonds
53% Other2
10%
Maiden Maintains a Conservative
Investment Portfolio
• Continued emphasis on investing in U.S. Agency and high-grade corporate debt; new money yield on fixed
maturities in 4Q 2016 was 3.36%; overall 4Q 2016 book yield (excluding cash equivalents) was 3.30%
• December 31, 2016 average duration of investable assets (including cash equivalents) of 4.91 years compared
to duration of liabilities of 3.81 years
• Profitable growth & positive cash flow have expanded invested assets that will enhance earnings
• Cash and cash equivalent position was $149.5 million as of December 31, 2016.
| Investor Presentation 12
INVESTABLE ASSETS1 COMPOSITION
1 Inv estable assets include cash and cash equiv alents, f ixed maturities, other inv estments and loan to related party
2 “Other” includes loan to related party , inv estment grade commercial mortgage backed securities, collateralized loan obligations, municipal bonds
and non-U.S. gov ernment bonds
3 As of December 31, 2016
4 Credit quality ratings assigned by Standard & Poor’s (or equiv alent) and include those with a + or –modif ier
Total: $5.1bn3
STRONG CREDIT QUALITY OF INVESTMENTS4
Total: $4.7bn3
Low-Volatility Business Model Supporting Asset
and Investment Income Growth
$ 62.9
$ 71.6
$ 74.9
$ 81.2
$ 91.4
$ 117.2
$ 131.1
$ 145.9
2009 2010 2011 2012 2013 2014 2015 2016
GROWING NET INVESTMENT INCOME ($MM) EXPANDING INVESTABLE ASSETS BASE ($MM)
**Inv estable assets at December 31, 2013 include net proceeds of $147.4 million f rom Nov ember 2013 Senior Note
of f ering. Maiden primarily utilized the proceeds of its Senior Notes of f ering in Nov ember 2013, as well as cash on hand,
to redeem the $152.5 million f ace v alue TRUPs on January 15, 2014.
| Investor Presentation 12
$ 2,088
$ 2,234
$ 2,494
$ 3,003
$ 3,552
$ 4,030
$ 4,628
$ 5,054
2009 2010 2011 2012 2013** 2014 2015 2016
Strategic Initiatives
Maiden capital solutions activity in Europe actively marketing and entertaining
numerous prospect quoting opportunities
– Opportunities under development in multiple global markets
– Currently actively marketing throughout Europe
Maiden IIS is continuing to develop OEM opportunities with additional
expansion under development
Payment protection insurance (PPI) European pipeline under development
Maiden Re team in U.S. continues to identify opportunities to expand existing
client relationships and customers
– AM Best rating upgrade to A rating to benefit competitive position, particularly US facultative casualty
– Boiler & Equipment product rolled out in early 2016
– Implementing predictive analytics underwriting tools for commercial auto and A&H
– Developing capital solutions model for U.S. similar to Maiden Bermuda approach in Europe
| Investor Presentation 13
Investment Opportunity
• Differentiated P&C reinsurance business model with focus
on low-volatility, predictable lines of business and strong long-lasting
client relationships
• Demonstrated predictable, stable and highly efficient operating
performance targeting ROACE* of 15% or greater
• Shareholder-friendly capital management
• Strong commitment to rewarding shareholders through dividends
• Well-positioned for continued disciplined growth; significant
opportunities to further enhance profitability
| Investor Presentation 14
*Please see the def inition of non-GAAP f inancial measures on the f inal page of this
presentation f or additional important inf ormation.
Maiden Holdings, Ltd.
Appendix
• Industry Wide Commercial Auto Adverse Development Significantly
Impacted Maiden’s 2016 Results
• Targeted Operating Metrics
• Summary Balance Sheet
• Summary Income Statement
• Non-GAAP Financial Measures – Reconciliation
• Non-GAAP Financial Measures – Reconciliation ROACE
• Non-GAAP Financial Measures
| Investor Presentation 16 Appendix
Industry Wide Commercial Auto Adverse
Development Significantly Impacted Maiden’s
2016 Results
2016 included a reserve charge of $108.9 million due primarily to commercial auto
business
– $56.9 million in the Diversified Reinsurance segment due to commercial auto
– $52.0 million in the AmTrust Reinsurance segment primarily within AmTrust's Specialty Program segment;
includes some general liability development
– Unexpected level of loss development primarily from the 2011 to 2014 historical underwriting years
Challenges of commercial auto business line not unique to Maiden
– Elevated severity trend particularly in high density environments where settlement values appear higher
than historical levels
– Factors such as distracted driving, inexperienced drivers, strengthening economy
– Clear need for more sophisticated pricing and risk selection
Commercial auto underwriting initiatives
– Strengthened pricing and enhanced risk selection; Diversified Reinsurance segment exposure down
significantly since 2014
– Enhanced risk selection
– Work with clients to leverage data analytics
| Investor Presentation 17 Appendix
Targets Achievable Over Time
| Investor Presentation 18
• Medium-term Operating ROACE* > 15%
• Risk adjusted underwriting profit
— G&A expense ratio < 4%
• NPW compounded annual growth rate of 10%+
• Core regional insurer client retention rate of > 85%
• Modeled annual aggregate exposure to cat events < annual net income
15% operating ROACE* attainable over medium-term with improved underwriting results,
growth in invested assets and current capital structure
*Please see the def inition of non-GAAP f inancial measures on the f inal page of this presentation f or additional important inf ormation.
TARGETED OPERATING METRICS
Appendix
2011 2012 2013 2014 2015 2016
($ in millions)
Investable Assets
Investments $ 2,022.9 $ 2,621.6 $ 3,167.2 $ 3,469.5 $ 4,127.7 $ 4,736.9
Cash & Cash Equivalents 303.0 213.8 217.2 392.5 332.5 149.5
Loan to Related Party 168.0 168.0 168.0 168.0 168.0 168.0
Total Investable Assets 2,493.9 3,003.4 3,552.4 4,030.0 4,628.2 5,054.4
Net Reinsurance Receivable 423.4 522.6 560.1 513.0 377.3 410.2
Deferred Acquisition Costs 248.4 270.7 304.9 372.5 397.5 424.6
Other Assets 229.4 341.5 296.0 248.6 300.6 363.1
Total Assets $ 3,395.1 $ 4,138.2 $ 4,713.4 $ 5,164.1 $ 5,703.6 $ 6,252.3
Loss and LAE Reserve $ 1,398.4 $ 1,740.3 $ 1,957.8 $ 2,271.3 $ 2,510.1 $ 2,896.5
Unearned Premiums 832.0 936.5 1,034.8 1,207.7 1,354.6 1,475.5
Senior Notes 107.5 207.5 360.0 360.0 349.9 351.4
Trust Preferred Securities 126.3 126.3 126.4 - - -
Liability for securities purchased 4.0 -
Other Liabilities 161.9 112.0 110.1 83.9 135.9 167.7
Total Liabilities 2,626.1 3,122.6 3,589.1 3,922.9 4,354.5 4,891.1
Equity 769.0 1,015.6 1,124.3 1,241.2 1,349.1 1,361.2
Total Liabilities & Equity $ 3,395.1 $ 4,138.2 $ 4,713.4 $ 5,164.1 $ 5,703.6 $ 6,252.3
Book Value per Common Share $ 10.64 $ 11.96 $ 11.14 $ 12.69 $ 11.77 $ 12.12
Growth in Total Investable Assets 11.6% 20.4% 18.3% 13.4% 14.8% 9.2%
Ratio of Total Investable Assets to Equity 324.3% 295.7% 316.0% 324.7% 343.1% 371.3%
Summary Balance Sheet
| Investor Presentation 19 Appendix
*Senior notes f rom 2015 onwards are reported net of def erred issuance costs due to a change in U.S. GAAP
2011 2012 2013 2014 2015 2016
($ in millions)
Gross Premiums Written $ 1,812.6 $ 2,001.0 $ 2,204.2 $ 2,507.4 $ 2,662.8 $ 2,831.3
Net Premiums Written $ 1,723.5 $ 1,901.3 $ 2,096.3 $ 2,458.1 $ 2,514.1 $ 2,655.0
Net Premiums Earned $ 1,552.4 $ 1,803.8 $ 2,000.9 $ 2,251.7 $ 2,429.1 $ 2,568.2
Net Investment Income 74.9 81.2 91.4 117.2 131.1 145.9
Interest and Amortization Expenses 34.1 36.4 39.8 30.0 29.1 28.2
Net Income attributable to Maiden
common shareholders $ 28.5 $ 46.5 $ 87.9 $ 77.1 $ 100.1 $ 15.2
Operating Earnings * $ 69.6 $ 48.5 $ 87.5 $ 117.7 $ 107.2 $ 17.3
Operating EPS * $ 0.96 $ 0.66 $ 1.18 $ 1.53 $ 1.39 $ 0.22
Operating ROE * 9.2% 5.9% 10.5% 13.6% 12.0% 1.9%
Loss Ratio 66.6% 69.5% 67.0% 66.1% 66.9% 70.6%
Expense Ratio 31.5% 30.0% 30.5% 31.9% 32.4% 32.6%
Combined Ratio 98.1% 99.5% 97.5% 98.0% 99.3% 103.2%
Summary Income Statement
| Investor Presentation 20
*2011 Includes $9.5 million or 0.6% in loss ratio and combined ratio impact f rom U.S. thunderstorm and tornado activ ity in 2Q11.
2012 includes $31.1 million or 1.7% in loss ratio and combined ratio impact f rom Superstorm Sandy in 4Q12.
2016 includes $108.9 million reserv e charge taken in 4Q16.
Please see the non-GAAP reconciliation table in the appendix of this presentation f or additional important inf ormation.
Appendix
Non-GAAP Financial Measures Reconciliation
| Investor Presentation 21
Note: Please see the def inition of non-GAAP f inancial measures on f inal page f or additional important inf ormation.
Appendix
2011 2012 2013 2014 2015 2016
($ in millions)
Net income $ 28.5 $ 50.2 $ 102.8 $ 101.5 $ 124.2 $ 48.1
(Income) loss attributable to non-controlling interest - (0.1) (0.1) (0.1) 0.2 0.8
Dividends on preference shares - (3.6) (14.8) (24.3) (24.3) (33.7)
Add (subtract):
Net realized and unrealized (gains) losses on investment (0.5) (1.9) (3.6) (1.2) (2.5) (6.8)
Net impairment losses recognized in earnings - - - 2.4 1.1 -
Foreign exchange and other (gains) losses (0.3) (1.6) (2.8) (4.2) (7.8) (11.6)
Amortization of intangible assets 5.0 4.4 3.8 3.3 2.8 2.5
Divested excess and surplus business and NGHC run-off - - - 10.4 12.3 14.5
Junior subordinated debt repurchase expense 15.1 - - - - -
Accelerated amortization of debt discount and issuance cost 20.3 - - 28.2 - 2.3
Interest expense incurred related to 2013 Senior Notes prior to
actual redemption of the junior subordinated debt - - 1.2 0.5 - -
Non-recurring general and administrative expenses relating to
IIS Acquisition (2010) 0.2 - - - - -
Non-cash deferred tax expense 1.3 1.1 1.0 1.2 1.2 1.2
Operating earnings $ 69.6 $ 48.5 $ 87.5 $ 117.7 $ 107.2 $ 17.3
Earnings per common share:
Basic earnings per share $ 0.40 $ 0.64 $ 1.21 $ 1.06 $ 1.36 $ 0.20
Diluted earnings per share $ 0.39 $ 0.64 $ 1.18 $ 1.04 $ 1.31 $ 0.19
Operating earnings per common share:
Basic operating earnings per share $ 0.97 $ 0.67 $ 1.21 $ 1.61 $ 1.46 $ 0.22
Diluted operating earnings per share $ 0.96 $ 0.66 $ 1.18 $ 1.53 $ 1.39 $ 0.22
Non-GAAP Financial Measures Reconciliation -
ROACE
| Investor Presentation 22
Note: Please see the def inition of non-GAAP f inancial measures on f inal page f or additional important inf ormation.
Appendix
2011 2012 2013 2014 2015 2016
($ in millions)
Net income attributable to Maiden common shareholders $ 28.5 $ 46.5 $ 87.9 $ 77.1 $ 100.1 $ 15.2
Net operating earnings attributable to Maiden common shareholders 69.6 48.5 87.5 117.7 107.2 17.3
Opening common shareholders' equity 750.2 768.6 865.2 808.8 925.7 867.8
Ending common shareholders' equity 768.6 865.2 808.8 925.7 867.8 1,045.8
Average common shareholders' equity 759.4 816.9 837.0 867.3 896.8 923.0
Annualized return on average common equity 3.8% 5.7% 10.5% 8.9% 11.2% 1.6%
Annualized operating return on average common equity 9.2% 5.9% 10.5% 13.6% 12.0% 1.9%
Non-GAAP Financial Measures
| Investor Presentation 23
In presenting the Company’s results, management has included and discussed in this presentation certain non generally accepted accounting principles
(“non-GAAP”) financial measures within the meaning of Regulation G as promulgated by the U.S. Securities and Exchange Commission. Management
believes that these non-GAAP measures, which may be defined differently by other companies, better explain the company’s results of operations in a
manner that allows for a more complete understanding of the underlying trends in the Company’s business. However, these measures should not be
viewed as a substitute for those determined in accordance with generally accepted accounting principles (“U.S.GAAP”).
Operating Earnings and Operating Earnings per Common Share: In addition to presenting net income determined in accordance with U.S. GAAP, we
believe that showing operating earnings enables investors, analysts, rating agencies and other users of our financial information to more easily analyze
our results of operations in a manner similar to how management analyzes our underlying business performance. Operating earnings should not be
viewed as a substitute for U.S. GAAP net income. Operating earnings are an internal performance measure used in the management of our operations
and represents operating results excluding, as applicable on a recurring basis, net realized and unrealized gains or losses on investment, foreign
exchange and other gains or losses, amortization of intangible assets and non-cash deferred tax expenses. We exclude net realized and unrealized gains
or losses on investment and foreign exchange and other gains or losses as we believe that both are heavily influenced in part by market opportunities and
other factors. We do not believe amortization of intangible assets are representative of our ongoing business. We believe all of these amounts are largely
independent of our business and underwriting process and including them distorts the analysis of trends in our operations. We also exclude certain non-
recurring expenditures that are material to understanding our results of operations. During the third quarter of 2014 and 2015, we exclude impairment
losses. Beginning in the second quarter of 2014, we exclude our divested E&S business as it has been in run-off for over one year following the sale to
Brit effective May 1, 2013. Similarly, beginning in the fourth quarter of 2014, we exclude results from NGHC as this business segment has been in run-off
for one year following the mutual cancellation on a run-off basis of our contract. Furthermore, in Q1 of 2014 and Q2 2011, we exclude the accelerated
amortization of the Junior Subordinated Debt discount and the write off of the associated issuance costs. In Q2 2016, we also excluded the write off of the
amortized issuance cost related to the 8.2% Senior Notes redeemed in June 2016. In Q1 2014 and Q4 2013, we also exclude the interest expense
incurred on our 2013 Senior Notes prior to the redemption of the outstanding Junior Subordinated Debt given the one time nature of the additional funding
cost. For 2011 we exclude transaction expenses related to the IIS Acquisition as these are non-recurring.
Operating Return on Average Common Equity ("Operating ROACE"): 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 earnings available to common
shareholders (as defined above) divided by average Maiden common shareholders' equity. Average common shareholders’ equity for the twelve months
ended December 31, 2016 is adjusted for the period the Mandatory Convertible Preference Shares - Series B are outstanding (prior to mandatory
conversion date of September 15, 2016). Management has set as a target a long-term average of 15% Operating ROACE, which management believes
provides an attractive return to shareholders for the risk assumed from our business.
See the previous two pages of this presentation for a reconciliation of non-GAAP measures used in this presentation to their most directly comparable
GAAP measures.
Appendix