UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported) August 11, 2009 (August 10,
2009)
Maiden
Holdings, Ltd.
(Exact
name of registrant as specified in its charter)
|
Bermuda
|
001-34042
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N/A
|
|
(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
|
48
Par-la-Ville Road, Suite 1141, Hamilton
|
HM
11
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|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (441) 292-7090
Not
Applicable
(Former
name or former address, if changed since last report)
|
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
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
2.02
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RESULTS
OF OPERATIONS AND FINANCIAL
CONDITION
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On August
10, 2009, Maiden Holdings, Ltd. (the “Company”) issued a
press release announcing its results of operations for the second quarter ended
June 30, 2009. A copy of the press release is attached as Exhibit
99.1 to this Form 8-K and is furnished as Exhibit 99.1 to this
report.
On August
11, 2009, the Company also issued a press release announcing its quarterly cash
dividend of $0.06 per share of common stock payable on October 15, 2009 to
shareholders of record as of October 1, 2009. A copy of the press
release is attached as Exhibit 99.2 to this Form 8-K and is furnished as Exhibit
99.2 to this report.
|
Item
5.02.
|
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
|
On August
11, 2009, the Company also issued a press release announcing (1) the election of
John Marshaleck as Chief Financial Officer and (2) the transition of Michael
Tait from Chief Financial Officer to Chief Accounting Officer. A copy
of the press release is attached as Exhibit 99.3 to this Form 8-K and is
furnished as Exhibit 99.3 to this report.
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Item
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
|
|
(a)
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Not
applicable.
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|
(b)
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Not
applicable.
|
|
(c)
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Not
applicable.
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|
(d)
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Exhibits.
|
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
release dated August 10, 2009
|
|
99.2
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Press
release dated August 11, 2009
|
|
99.3
|
Press
release dated August 11, 2009
|
This
Current Report on Form 8-K 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, ability to renew the GMAC
RE business, 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. 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
Statement on Form 10-K for the year ended December 31, 2008. The Company
undertakes no obligation to publicly update any forward-looking statements,
except as may be required by law.
* *
*
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
August
11, 2009
|
MAIDEN
HOLDINGS, LTD.
|
|||
|
By:
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/s/
John Marshaleck
|
|||
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Name:
|
John
Marshaleck
|
|||
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Title:
|
Chief
Financial Officer
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|||
EXHIBIT
99.1
MAIDEN
HOLDINGS, LTD. REPORTS SECOND QUARTER 2009 EARNINGS
|
|
·
|
Net
income of $16.3 million
|
|
|
·
|
Net
operating earnings of $14.0 million
|
|
|
·
|
Book
value per share increased by 10.5% to $8.61 at June 30,
2009
|
HAMILTON, Bermuda, August 10, 2009 -
Maiden Holdings, Ltd. (NASDAQ: MHLD) today reported net income of $16.3
million and net operating earnings(1) of
$14.0 million compared to net income and net operating earnings(1) of
$13.8 million for the three months ended June 30, 2008. Net written
premium for the quarter ended June 30, 2009 was $238.4 million.
Art
Raschbaum, President and CEO of Maiden Holdings, Ltd, said “We are pleased with
second quarter performance. Client and prospect acceptance remains high and the
Maiden/GMAC RE integration is virtually complete. Highlights from the
quarter include strong growth in shareholders’ equity, continued improvement in
investment earnings, underwriting results at near targeted levels, and written
and earned premium at expected volumes. While we have made progress
in investing available cash, earnings still do not yet reflect the full
“run-rate” potential. We expect continued growth in investment
income in coming months to further strengthen earnings as we continue to
carefully invest the Company’s cash.”
For the
six months ended June 30, 2009 the Company reported net income of $29.4 million
and net operating earnings of $30.8 million compared to net income of $26.3
million and net operating earnings of $26.1 million for the six months ended
June 30, 2008. Net written premium for the six months ended June 30, 2009 was
$574.9 million.
Shareholders’
equity was $605.4 million. Book value per share at June 30, 2009 was $8.61, an
increase of 10.5% from $7.79 at March 31, 2009.
Second
Quarter 2009 Highlights:
|
|
·
|
Net
written premium for the second quarter of 2009 was $238.4 million ($171.3
million in 2008)
|
|
|
·
|
Earnings
for the second quarter of 2009 were $16.3 million ($13.8 million in
2008)
|
|
|
·
|
Net
operating earnings for the second quarter of 2009 were $14.0 million
($13.8 million in 2008)
|
|
|
·
|
Annualized
return on equity on earnings for the second quarter of 2009 was 11.3%
(10.4% in 2008)
|
|
|
·
|
Annualized
return on equity on net operating earnings for the second quarter of 2009
was 9.7% (10.4% in 2008)
|
|
|
·
|
The
combined ratio for the second quarter of 2009 was 96.4% (92.2% in
2008)
|
|
|
·
|
Quarterly
earnings per basic share was $0.23 ($0.23 in
2008)
|
|
|
·
|
Quarterly
net operating earnings per basic share was $.20 ($0.23 in
2008)
|
|
|
·
|
Book
value per share was $8.61 as of June 30,
2009.
|
Second
Quarter 2009 Results:
Revenue:
Net
written premium for the three months ended June 30, 2009 increased by $67.1
million, or 39.2%, to $238.3 million, compared to $171.2 million for the three
months ended June 30, 2008. In the second quarter of 2008, net
written premium included a non-recurring assumed unearned premium portfolio of
$82 million.
Net
earned premium for the three months ended June 30, 2009 increased by $146.5
million, or 189%, to $223.8 million, compared to $77.3 million for the three
months ended June 30, 2008
Net
investment income for the three months ended June 30, 2009 was $15.1 million, an
increase of $7.3 million or 93.6% from $7.8 million in the three months ended
June 30, 2008. Net realized investment gains were $1.5 million for the three
months ended June 30, 2009 compared to $0.04 million in the three months ended
June 30, 2008.
Expenses:
For the
three months ended June 30, 2009, the Company’s loss and loss adjustment
expenses were $151.1 million compared to $43.6 million for the three months
ended June 30, 2008. The Company’s loss ratio for the three months ended June
30, 2009 was 67.5% compared to 56.4% for the three months ended June 30,
2008.
Commission,
acquisition expenses together with general and administrative expenses for the
three months ended June 30, 2009 were $64.8 million compared to $27.7 million
for the three months ended June 30, 2008. The Company’s expense ratio
for the three months ended June 30, 2009 was 29.0% compared to 35.8% for the
three months ended June 30, 2008.
The
Company’s combined ratio for the three months ended June 30, 2009 was 96.4% compared
to 92.2% for the three months ended June 30, 2008.
Other
Matters:
Shareholders’
equity as of June 30, 2009 was $605.4 million compared to $509.8 million as of
December 31, 2008. During the second quarter, the Board of Directors
declared a dividend of $0.06 per share. Book value per share as of
June 30, 2009 was $8.61.
As of
June 30, 2009 the Company’s debt-to-capitalization ratio was 26.2% as a result
of the 30-year trust preferred securities issuance.
Conference
Call:
On
Monday, August 10, at 3:00 p.m. Atlantic Time (2:00 p.m. ET), the Company will
hold a conference call regarding its second quarter earnings and year to date
results:
Toll
Dial-in (International Callers): 719.325.4860
Toll-free
Dial-in: 877.440.5787
Webcast:
http://ir.maiden.bm
In order
to participate in the conference call, you must register at http://ir.maiden.bm. At
the time of the call, any slides will be available for reference at http://ir.maiden.bm.
A replay
of the conference call will be available starting at 6:00 p.m. Atlantic Time
(5:00 p.m. ET) on Monday, August 10, 2009 through Monday, August 17, 2009 by
dialing toll 719.457.0820 or toll-free 888.203.1112. The passcode for the replay
is 4145736. Replay of the webcast will also be available at http://ir.maiden.bm.
About
Maiden Holdings, Ltd.
Maiden
Holdings, Ltd. is a Bermuda holding company formed in 2007 to offer customized
reinsurance products and services to regional and specialty insurance companies
in the United States and Europe.
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, 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 Statement on Form 10-K for the year ended December 31, 2008. The Company undertakes no obligation to publicly update any forward-looking statements, except as may be required by law.
# # #
|
Maiden
Holdings, Ltd.
|
|
Income
Statement
|
|
(in
thousands (000's), except per share data)
|
|
(Unaudited)
|
|
For
the Three
Months
Ended
June
30, 2009
|
For
the Three
Months
Ended
June
30, 2008
|
For
the Six
Months
Ended
June
30, 2009
|
For
the Six
Months
Ended
June
30, 2008
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Premium
income:
|
||||||||||||||||
|
Net
premiums written
|
$ | 238,356 | $ | 171,251 | $ | 574,904 | $ | 273,683 | ||||||||
|
Change
in unearned premiums
|
(14,515 | ) | (93,913 | ) | (140,971 | ) | (131,040 | ) | ||||||||
|
Net
earned premium
|
223,841 | 77,338 | 433,933 | 142,643 | ||||||||||||
|
Net
investment income
|
15,113 | 7,763 | 29,372 | 15,372 | ||||||||||||
|
Net
realized investment gains (losses)
|
1,534 | 39 | (396 | ) | 163 | |||||||||||
|
Total
revenues
|
240,488 | 85,140 | 462,909 | 158,178 | ||||||||||||
|
Expenses:
|
||||||||||||||||
|
Loss
and loss adjustment expenses
|
151,057 | 43,610 | 297,345 | 81,446 | ||||||||||||
|
Commission
and other acquisition expenses
|
57,664 | 25,498 | 104,295 | 46,758 | ||||||||||||
|
General
and administrative expenses
|
7,133 | 2,236 | 14,667 | 3,662 | ||||||||||||
|
Total
expenses
|
215,854 | 71,344 | 416,307 | 131,866 | ||||||||||||
|
Income
from operations
|
24,634 | 13,796 | 46,602 | 26,312 | ||||||||||||
|
Other
income(expense)
|
||||||||||||||||
|
Amortization
of intangible assets
|
(1,675 | ) | - | (3,239 | ) | - | ||||||||||
|
Foreign
exchange gain (loss)
|
2,404 | (4 | ) | 2,191 | (4 | ) | ||||||||||
|
Trust
preferred interest
|
(9,112 | ) | - | (16,202 | ) | - | ||||||||||
| (8,383 | ) | (4 | ) | (17,250 | ) | (4 | ) | |||||||||
|
Net
income
|
$ | 16,251 | $ | 13,792 | $ | 29,352 | $ | 26,308 | ||||||||
|
Operating
earnings (1)
|
$ | 13,988 | $ | 13,757 | $ | 30,796 | $ | 26,149 | ||||||||
|
Basic
earnings per common share
|
$ | 0.23 | $ | 0.23 | $ | 0.43 | $ | 0.44 | ||||||||
|
Diluted
earnings per common share
|
$ | 0.23 | $ | 0.23 | $ | 0.42 | $ | 0.44 | ||||||||
|
Basic
operating earnings per common share
|
$ | 0.20 | $ | 0.23 | $ | 0.45 | $ | 0.44 | ||||||||
|
Diluted
operating earnings per common share
|
$ | 0.20 | $ | 0.23 | $ | 0.44 | $ | 0.44 | ||||||||
|
Dividends
declared per common share
|
$ | 0.06 | $ | 0.05 | $ | 0.12 | $ | 0.10 | ||||||||
|
Weighted
average number of basic shares outstanding
|
70,287,664 | 59,550,000 | 68,994,846 | 59,550,000 | ||||||||||||
|
Weighted
average number of basic and diluted shares outstanding
|
70,667,099 | 59,550,000 | 69,310,704 | 59,550,000 | ||||||||||||
|
Combined
ratio
|
96.4 | % | 92.2 | % | 95.9 | % | 92.4 | % | ||||||||
|
Annualized
return on equity
|
11.3 | % | 10.4 | % | 10.6 | % | 9.8 | % | ||||||||
|
Annualized
return on equity on operating earnings
|
9.7 | % | 10.4 | % | 11.1 | % | 9.8 | % | ||||||||
|
Maiden
Holdings, Ltd.
|
|
Balance
Sheet
|
|
(in
thousands (000's), except per share data)
|
|
(unaudited)
|
|
(Unaudited)
|
||||||||
|
30-Jun-09
|
31-Dec-08 | |||||||
|
Assets
|
||||||||
|
Fixed
maturities, available-for-sale, at fair value (amortized cost
$1,307,221; $1,163,926)
|
$ | 1,294,934 | $ | 1,119,955 | ||||
|
Other
investments, at fair value (cost $5,814 ; $5,818)
|
5,392 | 5,291 | ||||||
|
Total
investments
|
1,300,326 | 1,125,246 | ||||||
|
Cash
and cash equivalents
|
150,777 | 131,897 | ||||||
|
Restricted
cash and cash equivalents
|
311,883 | 409,277 | ||||||
|
Accrued
investment income
|
10,601 | 10,293 | ||||||
|
Reinsurance
balances receivable, net
|
230,519 | 71,895 | ||||||
|
Loan
to related party
|
167,975 | 167,975 | ||||||
|
Deferred
commission and other acquisition costs
|
171,395 | 104,470 | ||||||
|
Other
assets
|
32,474 | 2,617 | ||||||
|
Intangible
assets
|
51,434 | 55,147 | ||||||
|
Goodwill
|
49,747 | 49,747 | ||||||
|
Total
Assets
|
$ | 2,477,131 | $ | 2,128,564 | ||||
|
Liabilities
and Shareholders’ Equity
|
||||||||
|
Liabilities
|
||||||||
|
Loss
and loss adjustment expense reserves
|
$ | 939,758 | $ | 895,608 | ||||
|
Unearned
premiums
|
585,451 | 444,479 | ||||||
|
Accrued
expenses and other liabilities
|
22,630 | 46,072 | ||||||
|
Securities
sold under agreements to repurchase, at contract value
|
108,797 | 232,646 | ||||||
|
Trust
preferred securities
|
215,096 | - | ||||||
|
Total
Liabilities
|
1,871,732 | 1,618,805 | ||||||
|
Shareholders’
Equity:
|
||||||||
|
Common
shares
|
713 | 596 | ||||||
|
Additional
paid-in capital
|
575,723 | 530,519 | ||||||
|
Treasury
stock
|
(3,801 | ) | (3,801 | ) | ||||
|
Accumulated
other comprehensive loss
|
(15,097 | ) | (44,499 | ) | ||||
|
Retained
earnings
|
47,861 | 26,944 | ||||||
|
Total
Shareholders’ Equity
|
605,399 | 509,759 | ||||||
|
Total
Liabilities and Shareholders’ Equity
|
$ | 2,477,131 | $ | 2,128,564 | ||||
|
Book
value per share
|
$ | 8.61 | $ | 8.70 | ||||
|
Common
shares outstanding
|
70,287,664 | 58,587,664 | ||||||
|
Maiden
Holdings, Ltd.
|
|
Non
- GAAP Financial Measure
|
|
(in
thousands (000's), except per share data)
|
|
(Unaudited)
|
|
For
the Three
Months
Ended
June
30, 2009
|
For
the Three
Months
Ended
June
30, 2008
|
For
the Six
Months
Ended
June
30, 2009
|
For
the Six
Months
Ended
June
30, 2008
|
||||||||||||||
|
Reconciliation
of net income to net operating earnings:
|
|||||||||||||||||
|
Net
income
|
$ | 16,251 | $ | 13,792 | $ | 29,352 | $ | 26,308 | |||||||||
|
Less:
|
Net
realized gains (losses)
|
1,534 | 39 | (396 | ) | 163 | |||||||||||
|
Add:
|
Foreign
exchange (gain) loss
|
(2,404 | ) | 4 | (2,191 | ) | 4 | ||||||||||
|
Amortization
of intangibles
|
1,675 | - | 3,239 | - | |||||||||||||
|
Operating
earnings (1)
|
$ | 13,988 | $ | 13,757 | $ | 30,796 | $ | 26,149 | |||||||||
|
Operating
earnings per common share:
|
|||||||||||||||||
|
Basic earnings
per share
|
$ | 0.20 | $ | 0.23 | $ | 0.45 | $ | 0.44 | |||||||||
|
Diluted
earnings per share
|
$ | 0.20 | $ | 0.23 | $ | 0.44 | $ | 0.44 | |||||||||
|
(1)
Net operating earnings is a non-GAAP financial measure defined by the
Company as net income excluding realized investment gains and losses,
foreign exchange gains and losses and amortization of intangible assets
and should not be considered as an alternative to net income. The
Company's management believes that net operating earnings is a useful
indicator of trends in the Company's underlying operations. The Company's
measure of net operating earnings may not be comparable to similarly
titled measures used by other
companies.
|
EXHIBIT
99.2
MAIDEN
HOLDINGS, LTD. ANNOUNCES QUARTERLY DIVIDEND
Hamilton,
Bermuda, August 11, 2009 — Maiden Holdings, Ltd. (Nasdaq: MHLD) today announced
that the Board of Directors approved a quarterly cash dividend of $0.06 per
share of common stock. The dividend is payable on October 15, 2009 to
shareholders of record as of October 1, 2009.
About
Maiden Holdings, Ltd.
Maiden
Holdings, Ltd. Is a Bermuda holding company formed in 2007 to offer customized
reinsurance products and services to regional and specialty insurance companies
in the United States and Europe.
Contact:
Maiden
Holdings, Ltd.
Hilly
Gross
VP,
Investor Relations
212.220.7120
ext. 7023
irelations@maidenre.com
EXHIBIT
99.3
MAIDEN
HOLDINGS, LTD. APPOINTS JOHN MARSHALECK AS CHIEF FINANCIAL OFFICER
Hamilton,
Bermuda, August 11, 2009 — Maiden Holdings, Ltd. (Nasdaq: MHLD) today announced
that the Board of Directors appointed John Marshaleck to serve as the Company’s
new Chief Financial Officer. Mr. Marshaleck has a twenty-six year
history with Maiden and GMAC RE and has most recently served as Chief Operating
Officer of Maiden Holdings since January 2009. Mr. Marshaleck also
served in several senior leadership capacities with GMAC Re, Maiden Re’s
predecessor, since 1983, including President and CFO. In
addition, Michael Tait has been appointed Chief Accounting Officer of Maiden
Holdings and CFO of Maiden Insurance in Bermuda.
Art
Raschbaum, President and Chief Executive Officer of Maiden Holdings, Ltd.,
stated: “John Marshaleck brings to the CFO position a successful track record in
finance along with proven leadership skills. John has broad business
experience and history with Maiden Re, and we are confident that he will assume
his new responsibilities quickly and effectively. In addition,
Michael Tait’s appointment to the newly established position of Chief Accounting
Officer will leverage his strong technical accounting skills as we continue to
build the Maiden finance team and strengthen the accounting and compliance
infrastructure. Michael served as Maiden’s first CFO and established a strong
framework to build upon.”
About
Maiden Holdings, Ltd.
Maiden
Holdings, Ltd. Is a Bermuda holding company formed in 2007 to offer customized
reinsurance products and services to regional and specialty insurance companies
in the United States and Europe.
Contact:
Maiden
Holdings, Ltd.
Hilly
Gross
VP,
Investor Relations
212.220.7120
ext. 7023
irelations@maidenre.com