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) May 13, 2009 (May 11,
2009)
Maiden
Holdings, Ltd.
(Exact
name of registrant as specified in its charter)
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Bermuda
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001-34042
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N/A
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||
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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48
Par-la-Ville Road, Suite 1141, Hamilton
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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)
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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□
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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 May
11, 2009, Maiden Holdings, Ltd. issued a press release announcing its results of
operations for the first quarter ended March 31, 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 May
11, 2009, Maiden Holdings, Ltd. also issued a press release announcing its
quarterly cash dividend of $0.06 per share of common stock payable on July 15,
2009 to shareholders of record as of July 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.
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Item
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits.
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| Exhibit Number | Description | |
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99.1
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Press
release dated May 11, 2009
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99.2
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Press
release dated May 11, 2009
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This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, statements with
respect to the Company’s plans, objectives, expectations and intentions and
other statements identified by words such as “may”, “could”, “would”, “should”,
“believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in
the forward-looking statements. These forward-looking statements
involve certain risks and uncertainties that are subject to change based on
various factors (many of which are beyond the Company’s control).
* *
*
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.
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May
13, 2009
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MAIDEN HOLDINGS,
LTD.
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||
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By:
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/s/ Michael Tait | |
| Name: Michael Tait | |||
| Title: Chief Financial Officer | |||
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press release
|
 |
For more information, please
contact:
Maiden
Holdings, Ltd.
Devora M.
Goldenberg
441.292.7090
irelations@maiden.bm
For
immediate release
May
11, 2009
Maiden
Holdings, Ltd. Reports First Quarter Operating Earnings of $16.8 Million
and
Net
Income of $13.1 million
HAMILTON, Bermuda, May 11, 2009 --
Maiden Holdings, Ltd. (NASDAQ: MHLD), today reported operating
earnings(1) of
$16.8 million. Net written premium for the quarter ended March 31, 2009 was
$336.5 million and net income was $13.1 million.
During
the first quarter of 2009, the Company incurred a realized loss of $1.9 million
on its investment portfolio.
“The
acquisition and integration of the GMAC RE platform are on target and we
continue to see the enormous long term potential of this acquisition for
strengthening Maiden Holdings’ position in the marketplace. The first
quarter reflects continued progress towards defined business targets with solid
underwriting performance reflecting continued discipline and revenue growth from
existing client relationships and new account development. We remain
focused on maintaining a high quality balance sheet and continue our efforts to
carefully deploy cash. As a result of the significant cash balance
held during the first quarter investment earnings have not yet met their full
potential. We expect continued growth in earnings as investable
assets are fully deployed,” stated Art Raschbaum, President and CEO of Maiden
Holdings, Ltd.
First
Quarter Overview
Net
written premium for the first quarter 2009 increased by $234.1 million, or
228.6% from $102.4 million in 2008 to $336.5 million in the first quarter of
2009. Operating earnings for the first quarter increased by $4.4
million, or 35.6% from $12.4 million in 2008 to $16.8 million in the first
quarter of 2009.
First
Quarter 2009 Highlights:
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·
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Net
written premium for first quarter 2009 was $336.5 million ($102.4 million
in 2008)
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·
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Operating
earnings for the quarter were $16.8 million ($12.4 million in
2008)
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·
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Annualized
return on equity on operating earnings for the first quarter was 12.9%
(9.4% in 2008)
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·
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The
combined ratio for the first quarter was 95.4% (92.7% in
2008)
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·
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Quarterly
operating earnings per basic share was $0.25 ($0.21 in
2008)
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·
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Quarterly
earnings per basic share was $0.19 ($0.21 in
2008)
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·
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Book
value per share was $7.79 as of March 31,
2009
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·
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Cash
and cash equivalents were $457.8 million as of March 31,
2009
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First
Quarter 2009 Results:
Revenue:
Net
written premium for the first quarter was $336.5 million, an increase of $234.1
million, or 228.6%, from 102.4 million in the first quarter 2008. The
increase was attributable to the successful integration of GMAC RE as well as
organic growth.
Net
earned premium was $210.1 million, an increase of $144.8 million or 221.7% from
$65.3 million in the first quarter 2008.
Net
investment income for the quarter ended March 31, 2009 was $14.3 million, an
increase of $6.7 million or 87.4% from $7.6 million in the first quarter
2008.
Expenses:
For the
quarter ended March 31, 2009, the Company’s loss and loss adjustment
expenses were $146.3 million, the loss ratio for the quarter was 69.6% compared
to 57.9% in 2008.
Commission,
acquisition expenses together with general and administrative expenses for the
first quarter 2009 were $54.2 million compared to $22.7 million in
2008. The Company’s expense ratio for the first quarter 2009 was
25.8% compared to 34.8% in 2008.
The
Company’s combined ratio for the quarter ended March 31, 2009 was 95.4% compared
to 92.7% in 2008.
Other
Matters:
Shareholders’
equity as of March 31, 2009 was $547.4 million compared to $509.8 million as of
December 31, 2008. During the first quarter, the Board of Directors
declared a dividend of $0.06 per share. Book value per share as of
March 31, 2009 was $7.79.
As
previously disclosed, during the first quarter of 2009 Maiden’s wholly owned
subsidiary Maiden Holdings North America, Ltd. issued debentures in the amount
of $260 million. As part of the transaction Maiden issued 11.7
million shares of common stock to the purchasers of the debentures.
As of
March 31, 2009 the Company’s debt-to-capitalization ratio was 28.2% as a result
of the 30-year trust preferred securities issuance.
Conference
Call:
On
Monday, May 11th, at
3:00 p.m. Atlantic Time (2:00 p.m. ET), the Company will hold a conference call
regarding its first quarter earnings and full year results:
Toll
Dial-in (International Callers): 719.325.4793
Toll-free
Dial-in: 877.723.9521
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 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 on
Monday, May 11th, 2009
through Monday, May 18th, 2009
by dialing toll 719.457.0820 or toll-free 888.203.1112. The passcode for the
replay is 6687434. 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 Statement
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. The Company undertakes
no obligation to publicly update any forward-looking statements.
# # #
Maiden
Holdings, Ltd.
Income
Statement
(in
thousands (000's), except per share data)
(Unaudited)
|
For
the
Three Months Ended March 31, 2009 |
For
the
Three Months Ended March 31, 2008 |
|||||||
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Revenues:
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||||||||
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Premium
income:
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||||||||
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Net
premiums written
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$ | 336,548 | $ | 102,432 | ||||
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Change
in unearned premiums
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(126,456 | ) | (37,127 | ) | ||||
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Net
earned premium
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210,092 | 65,305 | ||||||
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Net
investment income
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14,259 | 7,609 | ||||||
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Net
realized investment gains (losses)
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(1,930 | ) | 125 | |||||
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Total
revenues
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222,421 | 73,039 | ||||||
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Expenses:
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||||||||
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Loss
and loss adjustment expenses
|
146,288 | 37,836 | ||||||
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Commission
and other acquisition expenses
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46,631 | 21,261 | ||||||
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General
and administrative expenses
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7,535 | 1,426 | ||||||
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Total
expenses
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200,454 | 60,523 | ||||||
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Income
from operations
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21,967 | 12,516 | ||||||
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Other
income(expense)
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||||||||
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Amortization
of intangible assets
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(1,564 | ) | - | |||||
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Foreign
exchange loss
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(213 | ) | - | |||||
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Trust
preferred interest
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(7,090 | ) | - | |||||
| (8,867 | ) | - | ||||||
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Net
income
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$ | 13,100 | $ | 12,516 | ||||
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Operating
earnings (1)
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$ | 16,807 | $ | 12,391 | ||||
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Basic
and diluted earnings per common share
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$ | 0.19 | $ | 0.21 | ||||
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Basic
and diluted operating earnings per common share
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$ | 0.25 | $ | 0.21 | ||||
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Dividends
declared per common share
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$ | 0.06 | $ | 0.05 | ||||
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Weighted
average number of basic shares outstanding
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67,687,664 | 59,550,000 | ||||||
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Weighted
average number of basic and diluted shares outstanding
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67,939,790 | 59,550,000 | ||||||
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Combined
ratio
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95.4 | % | 92.7 | % | ||||
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Annualized
return on equity
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10.1 | % | 9.4 | % | ||||
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Annualized
return on equity on operating earnings
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12.9 | % | 9.4 | % | ||||
Maiden
Holdings, Ltd.
Balance
Sheet
(in
thousands (000's), except per share data)
(unaudited)
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(Unaudited)
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||||||||
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31-Mar-09
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31-Dec-08
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||||||
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Assets
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||||||||
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Fixed
maturities, available-for-sale, at fair value (amortized cost
$1,279,902; $1,163,926)
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$ | 1,219,451 | $ | 1,119,955 | ||||
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Other
investments, at fair value (cost $5,919 ; $5,818)
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5,386 | 5,291 | ||||||
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Total
investments
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1,224,837 | 1,125,246 | ||||||
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Cash
and cash equivalents
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95,193 | 131,897 | ||||||
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Restricted
cash and cash equivalents
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362,583 | 409,277 | ||||||
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Accrued
investment income
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9,453 | 10,293 | ||||||
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Reinsurance
balances receivable, net
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182,052 | 71,895 | ||||||
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Loan
to related party
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167,975 | 167,975 | ||||||
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Deferred
commission and other acquisition costs
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152,616 | 104,470 | ||||||
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Other
assets
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7,647 | 2,617 | ||||||
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Intangible
assets
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53,582 | 55,147 | ||||||
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Goodwill
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49,747 | 49,747 | ||||||
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Total
Assets
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$ | 2,305,685 | $ | 2,128,564 | ||||
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Liabilities
and Shareholders’ Equity
|
||||||||
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Liabilities
|
||||||||
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Loss
and loss adjustment expense reserves
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$ | 925,816 | $ | 895,608 | ||||
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Unearned
premiums
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570,936 | 444,479 | ||||||
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Accrued
expenses and other liabilities
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46,489 | 46,072 | ||||||
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Securities
sold under agreements to repurchase, at contract value
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- | 232,646 | ||||||
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Trust
preferred securities
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215,084 | - | ||||||
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Total
Liabilities
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1,758,325 | 1,618,805 | ||||||
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Shareholders’
Equity:
|
||||||||
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Common
shares
|
713 | 596 | ||||||
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Additional
paid-in capital
|
575,606 | 530,519 | ||||||
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Treasury
stock
|
(3,801 | ) | (3,801 | ) | ||||
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Accumulated
other comprehensive loss
|
(60,985 | ) | (44,499 | ) | ||||
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Retained
earnings
|
35,827 | 26,944 | ||||||
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Total
Shareholders’ Equity
|
547,360 | 509,759 | ||||||
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Total
Liabilities and Shareholders’ Equity
|
$ | 2,305,685 | $ | 2,128,564 | ||||
|
Book
value per share
|
$ | 7.79 | $ | 8.70 | ||||
|
Common
shares outstanding
|
70,287,664 | 58,587,664 | ||||||
Maiden
Holdings, Ltd.
Income
Statement
(in
thousands (000's), except per share data)
(Unaudited)
|
For
the
Three Months Ended March 31, 2009 |
For
the
Three Months Ended March 31, 2008 |
|||||||
|
Reconciliation
of net income to operating earnings:
|
||||||||
|
Net
income
|
$ | 13,100 | $ | 12,516 | ||||
| Less: Net realized gains (losses) | (1,930 | ) | 125 | |||||
| Add: Foreign exchange loss | 213 | - | ||||||
| Amortization of intangibles | 1,564 | |||||||
|
Operating
earnings (1)
|
$ | 16,807 | $ | 12,391 | ||||
|
Operating
earnings per common share:
|
||||||||
|
Basic
and diluted earnings per share
|
$ | 0.25 | $ | 0.21 | ||||
(1) Net
operating income 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 which provides a useful
indicator of trends in the Company's underlying operations.
|
press release
|
|
For more information, please
contact:
Maiden
Holdings, Ltd.
Devora M.
Goldenberg
441.292.7090
irelations@maiden.bm
Maiden Holdings, Ltd.
Announces Quarterly Dividend
Hamilton, Bermuda, Maiden Holdings,
Ltd. – May 11, 2009 - Maiden Holdings, Ltd. (NASDAQ: MHLD) today
announced that its Board of Directors approved a quarterly cash dividend of
$0.06 per share of common stock. The dividend is payable on July 15,
2009 to shareholders of record as of July 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.
# # #