Bermuda (State or other jurisdiction of incorporation) | 001-34042 (Commission File Number) | 98-0570192 (IRS Employer Identification No.) |
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. |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit | ||
No. | Description | |
99.1 | Press Release of Maiden Holdings, Ltd., dated May 8, 2017 |
Date: | May 8, 2017 | MAIDEN HOLDINGS, LTD. | |
By: | /s/ Lawrence F. Metz | ||
Lawrence F. Metz | |||
Executive Vice President, General Counsel and Secretary |
Exhibit | ||
No. | Description | |
99.1 | Press Release of Maiden Holdings, Ltd., dated May 8, 2017 |
• | Net income attributable to Maiden common shareholders of $20.5 million, or $0.23 per diluted common share compared with net income attributable to Maiden common shareholders of $27.2 million, or $0.35 per diluted common share in the first quarter of 2016; |
• | Non-GAAP operating earnings(1) of $22.6 million, or $0.26 per diluted common share compared with non-GAAP operating earnings of $28.3 million, or $0.37 per diluted common share in the first quarter of 2016; |
• | Annualized return on average common equity of 7.9% compared to 11.9% in the first quarter of 2016; |
• | Annualized non-GAAP operating return on average common equity(7) of 8.7% compared to 12.3% in the first quarter of 2016; |
• | Gross premiums written increased 6.9% to $923.4 million compared to the first quarter of 2016; |
• | Net premiums written increased 13.6% to $900.5 million compared to the first quarter of 2016; |
• | Combined ratio(12) of 100.9% compared to 98.9% in the first quarter of 2016; |
• | Net investment income of $42.2 million increased 16.1% compared to $36.3 million in the first quarter of 2016; and |
• | Book value per common share(4) of $12.19 increased 0.6% compared to year-end 2016. |
March 31, 2017 | December 31, 2016 | |||||||
(Unaudited) | (Audited) | |||||||
ASSETS | ||||||||
Investments: | ||||||||
Fixed maturities, available-for-sale, at fair value (amortized cost 2017: $3,993,941; 2016: $4,005,642) | $ | 3,967,907 | $ | 3,971,666 | ||||
Fixed maturities, held to maturity, at amortized cost (fair value 2017: $767,657; 2016: $766,135) | 750,554 | 752,212 | ||||||
Other investments, at fair value (cost 2017: $10,074; 2016: $10,057) | 13,534 | 13,060 | ||||||
Total investments | 4,731,995 | 4,736,938 | ||||||
Cash and cash equivalents | 83,537 | 45,747 | ||||||
Restricted cash and cash equivalents | 109,697 | 103,788 | ||||||
Accrued investment income | 36,179 | 36,517 | ||||||
Reinsurance balances receivable, net | 615,556 | 410,166 | ||||||
Reinsurance recoverable on unpaid losses | 108,777 | 99,936 | ||||||
Loan to related party | 167,975 | 167,975 | ||||||
Deferred commission and other acquisition expenses, net | 472,459 | 424,605 | ||||||
Goodwill and intangible assets, net | 77,183 | 77,715 | ||||||
Other assets | 153,601 | 148,912 | ||||||
Total assets | $ | 6,556,959 | $ | 6,252,299 | ||||
LIABILITIES | ||||||||
Reserve for loss and loss adjustment expenses | $ | 2,991,604 | $ | 2,896,496 | ||||
Unearned premiums | 1,670,884 | 1,475,506 | ||||||
Accrued expenses and other liabilities | 172,886 | 167,736 | ||||||
Senior notes - principal amount | 362,500 | 362,500 | ||||||
Less unamortized issuance costs | 11,012 | 11,091 | ||||||
Senior notes, net | 351,488 | 351,409 | ||||||
Total liabilities | 5,186,862 | 4,891,147 | ||||||
Commitments and Contingencies | ||||||||
EQUITY | ||||||||
Preference shares | 315,000 | 315,000 | ||||||
Common shares | 876 | 873 | ||||||
Additional paid-in capital | 750,694 | 749,256 | ||||||
Accumulated other comprehensive income | 15,591 | 14,997 | ||||||
Retained earnings | 293,164 | 285,662 | ||||||
Treasury shares, at cost | (5,566 | ) | (4,991 | ) | ||||
Total Maiden Shareholders’ Equity | 1,369,759 | 1,360,797 | ||||||
Noncontrolling interest in subsidiaries | 338 | 355 | ||||||
Total Equity | 1,370,097 | 1,361,152 | ||||||
Total Liabilities and Equity | $ | 6,556,959 | $ | 6,252,299 | ||||
Book value per common share(4) | $ | 12.19 | $ | 12.12 | ||||
Common shares outstanding | 86,553,324 | 86,271,109 |
For the Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
(Unaudited) | (Unaudited) | |||||||
Revenues: | ||||||||
Gross premiums written | $ | 923,427 | $ | 864,114 | ||||
Net premiums written | $ | 900,548 | $ | 792,831 | ||||
Change in unearned premiums | (191,064 | ) | (176,822 | ) | ||||
Net premiums earned | 709,484 | 616,009 | ||||||
Other insurance revenue | 3,781 | 4,826 | ||||||
Net investment income | 42,157 | 36,302 | ||||||
Net realized gains on investment | 885 | 2,277 | ||||||
Total other-than-temporary impairment losses | — | — | ||||||
Portion of loss recognized in other comprehensive income (loss) | — | — | ||||||
Net impairment losses recognized in earnings | — | — | ||||||
Total revenues | 756,307 | 659,414 | ||||||
Expenses: | ||||||||
Net loss and loss adjustment expenses ("loss and LAE") | 480,569 | 403,621 | ||||||
Commission and other acquisition expenses | 222,029 | 195,068 | ||||||
General and administrative expenses | 17,414 | 15,496 | ||||||
Total expenses | 720,012 | 614,185 | ||||||
Non-GAAP income from operations(2) | 36,295 | 45,229 | ||||||
Other expenses | ||||||||
Interest and amortization expenses | (6,856 | ) | (7,265 | ) | ||||
Amortization of intangible assets | (533 | ) | (615 | ) | ||||
Foreign exchange (losses) gains | (1,921 | ) | 267 | |||||
Total other expenses | (9,310 | ) | (7,613 | ) | ||||
Income before income taxes | 26,985 | 37,616 | ||||||
Less: Income tax expense | 484 | 787 | ||||||
Net income | 26,501 | 36,829 | ||||||
Add: loss attributable to noncontrolling interest | 22 | 64 | ||||||
Net income attributable to Maiden | 26,523 | 36,893 | ||||||
Dividends on preference shares(6) | (6,033 | ) | (9,677 | ) | ||||
Net income attributable to Maiden common shareholders | $ | 20,490 | $ | 27,216 | ||||
Basic earnings per common share attributable to Maiden shareholders | $ | 0.24 | $ | 0.37 | ||||
Diluted earnings per common share attributable to Maiden shareholders | $ | 0.23 | $ | 0.35 | ||||
Dividends declared per common share | $ | 0.15 | $ | 0.14 | ||||
Annualized return on average common equity | 7.9 | % | 11.9 | % | ||||
Weighted average number of common shares - basic | 86,350,850 | 73,871,277 | ||||||
Adjusted weighted average number of common shares and assumed conversions - diluted | 87,436,604 | 85,799,377 |
For the Three Months Ended March 31, 2017 | Diversified Reinsurance | AmTrust Reinsurance | Other | Total | ||||||||||||
Gross premiums written | $ | 332,045 | $ | 591,382 | $ | — | $ | 923,427 | ||||||||
Net premiums written | $ | 327,496 | $ | 573,052 | $ | — | $ | 900,548 | ||||||||
Net premiums earned | $ | 201,842 | $ | 507,642 | $ | — | $ | 709,484 | ||||||||
Other insurance revenue | 3,781 | — | — | 3,781 | ||||||||||||
Net loss and LAE | (138,649 | ) | (341,631 | ) | (289 | ) | (480,569 | ) | ||||||||
Commission and other acquisition expenses | (57,945 | ) | (164,084 | ) | — | (222,029 | ) | |||||||||
General and administrative expenses | (8,730 | ) | (805 | ) | — | (9,535 | ) | |||||||||
Underwriting income (loss) | $ | 299 | $ | 1,122 | $ | (289 | ) | $ | 1,132 | |||||||
Reconciliation to net income | ||||||||||||||||
Net investment income and realized gains on investment | 43,042 | |||||||||||||||
Interest and amortization expenses | (6,856 | ) | ||||||||||||||
Amortization of intangible assets | (533 | ) | ||||||||||||||
Foreign exchange losses | (1,921 | ) | ||||||||||||||
Other general and administrative expenses | (7,879 | ) | ||||||||||||||
Income tax expense | (484 | ) | ||||||||||||||
Net income | $ | 26,501 | ||||||||||||||
Net loss and LAE ratio(8) | 67.5 | % | 67.3 | % | 67.4 | % | ||||||||||
Commission and other acquisition expense ratio(9) | 28.2 | % | 32.3 | % | 31.1 | % | ||||||||||
General and administrative expense ratio(10) | 4.2 | % | 0.2 | % | 2.4 | % | ||||||||||
Expense Ratio(11) | 32.4 | % | 32.5 | % | 33.5 | % | ||||||||||
Combined ratio(12) | 99.9 | % | 99.8 | % | 100.9 | % |
For the Three Months Ended March 31, 2016 | Diversified Reinsurance | AmTrust Reinsurance | Other | Total | ||||||||||||
Gross premiums written | $ | 315,804 | $ | 548,310 | $ | — | $ | 864,114 | ||||||||
Net premiums written | $ | 286,136 | $ | 506,695 | $ | — | $ | 792,831 | ||||||||
Net premiums earned | $ | 172,256 | $ | 443,753 | $ | — | $ | 616,009 | ||||||||
Other insurance revenue | 4,826 | — | — | 4,826 | ||||||||||||
Net loss and LAE | (119,076 | ) | (281,774 | ) | (2,771 | ) | (403,621 | ) | ||||||||
Commission and other acquisition expenses | (54,531 | ) | (140,538 | ) | 1 | (195,068 | ) | |||||||||
General and administrative expenses | (8,600 | ) | (586 | ) | — | (9,186 | ) | |||||||||
Underwriting (loss) income | $ | (5,125 | ) | $ | 20,855 | $ | (2,770 | ) | $ | 12,960 | ||||||
Reconciliation to net income | ||||||||||||||||
Net investment income and realized gains on investment | 38,579 | |||||||||||||||
Interest and amortization expenses | (7,265 | ) | ||||||||||||||
Amortization of intangible assets | (615 | ) | ||||||||||||||
Foreign exchange gains | 267 | |||||||||||||||
Other general and administrative expenses | (6,310 | ) | ||||||||||||||
Income tax expense | (787 | ) | ||||||||||||||
Net income | $ | 36,829 | ||||||||||||||
Net loss and LAE ratio(8) | 67.2 | % | 63.5 | % | 65.0 | % | ||||||||||
Commission and other acquisition expense ratio(9) | 30.8 | % | 31.7 | % | 31.4 | % | ||||||||||
General and administrative expense ratio(10) | 4.9 | % | 0.1 | % | 2.5 | % | ||||||||||
Expense Ratio(11) | 35.7 | % | 31.8 | % | 33.9 | % | ||||||||||
Combined ratio(12) | 102.9 | % | 95.3 | % | 98.9 | % |
For the Three Months Ended March 31, | ||||||||
2017 | 2016 | |||||||
Non-GAAP operating earnings attributable to Maiden common shareholders(1) | $ | 22,638 | $ | 28,347 | ||||
Non-GAAP basic operating earnings per common share attributable to Maiden shareholders | $ | 0.26 | $ | 0.38 | ||||
Non-GAAP diluted operating earnings per common share attributable to Maiden shareholders | $ | 0.26 | $ | 0.37 | ||||
Annualized non-GAAP operating return on average common equity(7) | 8.7 | % | 12.3 | % | ||||
Reconciliation of net income attributable to Maiden common shareholders to non-GAAP operating earnings attributable to Maiden common shareholders: | ||||||||
Net income attributable to Maiden common shareholders | $ | 20,490 | $ | 27,216 | ||||
Add (subtract) | ||||||||
Net realized gains on investment | (885 | ) | (2,277 | ) | ||||
Foreign exchange losses (gains) | 1,921 | (267 | ) | |||||
Amortization of intangible assets | 533 | 615 | ||||||
Divested excess and surplus ("E&S") business and NGHC run-off | 289 | 2,770 | ||||||
Non-cash deferred tax expense | 290 | 290 | ||||||
Non-GAAP operating earnings attributable to Maiden common shareholders(1) | $ | 22,638 | $ | 28,347 | ||||
Reconciliation of diluted earnings per common share attributable to Maiden shareholders to non-GAAP diluted operating earnings per common share attributable to Maiden shareholders: | ||||||||
Diluted earnings per common share attributable to Maiden shareholders | $ | 0.23 | $ | 0.35 | ||||
Add (subtract) | ||||||||
Net realized gains on investment | (0.01 | ) | (0.03 | ) | ||||
Foreign exchange losses | 0.02 | — | ||||||
Amortization of intangible assets | 0.01 | 0.01 | ||||||
Divested excess and surplus "E&S" business and NGHC run-off | — | 0.03 | ||||||
Non-cash deferred tax expense | 0.01 | 0.01 | ||||||
Non-GAAP diluted operating earnings per common share attributable to Maiden shareholders | $ | 0.26 | $ | 0.37 | ||||
Reconciliation of net income attributable to Maiden to non-GAAP income from operations: | ||||||||
Net income attributable to Maiden | $ | 26,523 | $ | 36,893 | ||||
Add (subtract) | ||||||||
Foreign exchange losses (gains) | 1,921 | (267 | ) | |||||
Amortization of intangible assets | 533 | 615 | ||||||
Interest and amortization expenses | 6,856 | 7,265 | ||||||
Income tax expense | 484 | 787 | ||||||
Loss attributable to noncontrolling interest | (22 | ) | (64 | ) | ||||
Non-GAAP income from operations(2) | $ | 36,295 | $ | 45,229 |
March 31, 2017 | December 31, 2016 | ||||||
Investable assets: | |||||||
Total investments | $ | 4,731,995 | $ | 4,736,938 | |||
Cash and cash equivalents | 83,537 | 45,747 | |||||
Restricted cash and cash equivalents | 109,697 | 103,788 | |||||
Loan to related party | 167,975 | 167,975 | |||||
Total investable assets(3) | $ | 5,093,204 | $ | 5,054,448 | |||
March 31, 2017 | December 31, 2016 | ||||||
Capital: | |||||||
Preference shares | $ | 315,000 | $ | 315,000 | |||
Common shareholders' equity | 1,054,759 | 1,045,797 | |||||
Total Maiden shareholders' equity | 1,369,759 | 1,360,797 | |||||
2016 Senior Notes | 110,000 | 110,000 | |||||
2013 Senior Notes | 152,500 | 152,500 | |||||
2012 Senior Notes | 100,000 | 100,000 | |||||
Total capital resources(5) | $ | 1,732,259 | $ | 1,723,297 |
(1) | Non-GAAP operating earnings is a non-GAAP financial measure defined by the Company as net income attributable to Maiden common shareholders excluding realized and unrealized investment gains and losses, foreign exchange and other gains and losses, amortization of intangible assets, divested excess and surplus business and NGHC run-off and non-cash deferred tax expense and should not be considered as an alternative to net income. The Company's management believes that non-GAAP operating earnings is a useful indicator of trends in the Company's underlying operations. The Company's measure of non-GAAP operating earnings may not be comparable to similarly titled measures used by other companies. |
(2) | Non-GAAP income from operations is a non-GAAP financial measure defined by the Company as net income attributable to Maiden excluding foreign exchange and other gains and losses, amortization of intangible assets, interest and amortization expenses, 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 non-GAAP 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 income 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 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 $3,094 paid to Preference shares - Series A for the three months ended March 31, 2017 and 2016 and $2,939 and $3,593 paid to Preference shares - Series C for the three months ended March 31, 2017 and 2016, respectively. It also includes $2,990 paid to Preference Shares - Series B during the three months ended March 31, 2016. 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) | Non-GAAP operating return on average common equity is a non-GAAP financial measures. Management uses non-GAAP 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 non-GAAP operating earnings attributable to Maiden common shareholders divided by average Maiden common shareholders' equity. |
(8) | Calculated by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue. |
(9) | Calculated by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue. |
(10) | Calculated by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue. |
(11) | Calculated by adding together the commission and other acquisition expense ratio and the general and administrative expense ratio. |
(12) | Calculated by adding together the net loss and LAE ratio and the expense ratio. |