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):
August 8, 2017 ( August 3, 2017 )
 
MAIDEN HOLDINGS, LTD.
 (Exact name of registrant as specified in its charter)
 
Bermuda
(State or other jurisdiction
of incorporation)
 
001-34042
(Commission File
Number)
 
98-0570192
(IRS Employer
Identification No.)
 
131 Front Street, Hamilton HM12, Bermuda
 
(Address of principal executive offices and zip code)
 
(441) 298-4900
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 2.02
Results of Operations and Financial Condition.

On August 8, 2017 , Maiden Holdings, Ltd. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2017 . A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
 
The information contained in this Item 2.02 and in the accompanying exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01
Other Events.

On August 3, 2017 , the Company's Board of Directors authorized the following quarterly dividends:
 
 
Dividend per Share
 
Payable on:
 
Record date:
Common shares
 
$
0.15

 
October 16, 2017
 
October 2, 2017
Preference shares - Series A
 
$
0.515625

 
September 15, 2017
 
September 1, 2017
Preference shares - Series C
 
$
0.445313

 
September 15, 2017
 
September 1, 2017
Preference shares - Series D
 
$
0.418750

 
September 15, 2017
 
September 1, 2017

A copy of the press release is hereby filed with the Commission and incorporated by reference herein as Exhibit 99.2.
Item 9.01
Financial Statements and Exhibits.
 
(d)           Exhibit
 
Exhibit
 
 
No.
 
Description
 
 
 
99.1
 
Press Release of Maiden Holdings, Ltd., dated August 8, 2017
 
 
 
99.2
 
Press Release of Maiden Holdings, Ltd., dated August 3, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
Date:
August 8, 2017
MAIDEN HOLDINGS, LTD.
 
 
 
    
 
 
 
 
  By:
/s/ Lawrence F. Metz
 
 
 
Lawrence F. Metz
 
 
 
Executive Vice President, General Counsel and
Secretary






EXHIBIT INDEX
 
Exhibit
 
 
No.
 
Description
 
 
 
99.1
 
Press Release of Maiden Holdings, Ltd., dated August 8, 2017
 
 
 
99.2
 
Press Release of Maiden Holdings, Ltd., dated August 3, 2017






Exhibit 99.1

                                 LOGO1A12.JPG
 
 
PRESS RELEASE

Maiden Holdings, Ltd. Announces Second Quarter 2017 Financial Results
 
Highlights for the quarter ended June 30, 2017
Net loss attributable to Maiden common shareholders of $22.4 million, or $0.26 per diluted common share compared with net income attributable to Maiden common shareholders of $30.9 million, or $0.39 per diluted common share in the second quarter of 2016;
Non-GAAP net operating loss (1) of $12.5 million, or $0.14 per diluted common share compared with non-GAAP operating earnings of $28.4 million, or $0.37 per diluted common share in the second quarter of 2016;
Net adverse development in the second quarter of 2017 was $56.0 million. Comprised primarily of:
$29.4 million in the AmTrust Reinsurance segment; and
$25.4 million in the Diversified Reinsurance segment;
Gross premiums written increased 2.5% to $705.2 million compared to the second quarter of 2016;
Net premiums written increased 5.2% to $684.1 million compared to the second quarter of 2016;
Combined ratio (13) of 105.8% compared to 98.6% in the second quarter of 2016;
Net investment income of $40.5 million increased 14.7% compared to $35.3 million in the second quarter of 2016;
Book value per common share (4) of $11.95 decreased 1.4% compared to year-end 2016; and
In June, Maiden redeemed its $100 million 8.0% senior notes due 2042 and issued $150 million 6.7% non-cumulative preference shares.

Highlights for the six months ended June 30, 2017
Net loss attributable to Maiden common shareholders of $1.9 million, or $0.02 per diluted common share compared with net income attributable to Maiden common shareholders of $58.1 million, or $0.75 per diluted common share in the first half of 2016;
Non-GAAP operating earnings (1) of $10.2 million, or $0.12 per diluted common share compared with non-GAAP operating earnings of $56.8 million, or $0.73 per diluted common share in the first six months of 2016;
Gross premiums written increased 4.9% to $1.63 billion compared to the first half of 2016;
Net premiums written increased 9.8% to $1.58 billion compared to the first six months of 2016;
Combined ratio (13) of 103.4% compared to 98.7% in the first half of 2016; and
Net investment income of $82.7 million increased 15.4% compared to $71.6 million in the first half of 2016.






HAMILTON, Bermuda - Maiden Holdings, Ltd. (NASDAQ:  MHLD) (“Maiden” or “the Company”) today reported a second quarter 2017 net loss attributable to Maiden common shareholders of $22.4 million or $0.26 per diluted common share compared to net income attributable to Maiden common shareholders of $30.9 million or $0.39 per diluted common share in the second quarter of 2016. The non-GAAP operating loss (1) was $12.5 million, or $0.14 per diluted common share compared with non-GAAP operating earnings of $28.4 million, or $0.37 per diluted common share in the second quarter of 2016.

Commenting on the results, Art Raschbaum, Chief Executive Officer of Maiden stated, “The emergence of adverse loss development in both of our key operating segments has impacted our second quarter 2017 results. We do not believe that the development observed in the quarter is analogous to the trend observed across our portfolio over recent quarters which specifically emanated from elevated commercial auto liability frequency and severity from the 2011-2014 underwriting years, a phenomenon which has plagued many in the industry. While the AmTrust Reinsurance segment adverse development is relatively modest in the context of the overall historical portfolio assumed, as we have committed to in the past, it is our practice to respond to confirmed adverse development promptly. In response to observed elevated claims activity which we noted in our first quarter earnings call, Maiden’s audit activity has confirmed claims operational changes in AmTrust’s U.S. small commercial lines business which are believed to have contributed to a portion of the increased emergence in related casualty lines. We have however increased our reserves in these lines in the quarter in response to elevated severity in specific jurisdictions.

“In the Diversified Reinsurance segment, adverse development was observed in the segment’s casualty facultative business and from a small number of treaty accounts. Despite the adverse development in the quarter, year-to-date treaty commercial auto which has been the source of significant development over many recent quarters, has been benign, giving us increasing comfort that we have addressed this issue. In the quarter, Maiden also experienced elevated non-cat property loss activity in its Diversified Reinsurance segment. As we have observed in prior quarters, the most recent underwriting years continue to perform within expectations. Despite the underwriting results, we did benefit from strong investment income, up 14.7% from the prior year period driven by increased investable assets. Absent adverse development, this will improve both return on equity and operating results in future quarters.”
    
Results for the quarter ended June 30, 2017
Maiden reported a second quarter 2017 net loss attributable to Maiden common shareholders of $22.4 million or $0.26 per diluted common share compared to net income attributable to Maiden common shareholders of $30.9 million or $0.39 per diluted common share in the second quarter of 2016. The non-GAAP operating loss (1) was $12.5 million, or $ 0.14 per diluted common share compared with non-GAAP operating earnings of $28.4 million, or $0.37 per diluted common share in the second quarter of 2016.
 
In the second quarter of 2017, gross premiums written increased 2.5% to $705.2 million from $688.3 million in the second quarter of 2016. Gross premiums written in the Diversified Reinsurance segment totaled $140.8 million, a decrease of 14.6% versus the second quarter of 2016, primarily due to the commutation of a single large account and the return of the unearned premium reserve. In the AmTrust Reinsurance segment, gross premiums written were $564.3 million, an increase of 7.8% compared to $523.5 million in the second quarter of 2016.

Net premiums written totaled $684.1 million in the second quarter of 2017, an increase of 5.2% compared to the second quarter of 2016. Net premiums written were higher in the second quarter of 2017 due to growth in the AmTrust Reinsurance segment and as a result of lower utilization of retrocessional capacity compared to the prior year period.

Net premiums earned were $711.1 million, an increase of 11.5% compared to the second quarter of 2016.  In the Diversified Reinsurance segment, net premiums earned increased 7.1% to $204.2 million compared to the second quarter of 2016. The AmTrust Reinsurance segment net premiums earned were $506.8 million, up 13.4% compared to the second quarter of 2016.






Net loss and loss adjustment expenses of $528.6 million were up 23.8% compared to the second quarter of 2016. The loss ratio (9) of 74.1% was higher than the 66.8% reported in the second quarter of 2016.
 
Commission and other acquisition expenses increased 13.1% to $210.0 million in the second quarter of 2017, compared to the second quarter of 2016. The expense ratio (12) decreased to 31.7% for the second quarter of 2017 compared with 31.8% in the same quarter last year. General and administrative expenses for the second quarter of 2017 totaled $15.3 million, an 11.2% decrease compared with $17.3 million in the second quarter of 2016. The general and administrative expense ratio (11) was 2.2% in the second quarter of 2017, compared to 2.7% in the second quarter of 2016.
 
The combined ratio (13) for the second quarter of 2017 totaled 105.8% compared with 98.6% in the second quarter of 2016. The Diversified Reinsurance segment combined ratio was 112.9% in the second quarter of 2017 compared to 103.4% in the second quarter of 2016. The Diversified Reinsurance segment results identified adverse development in its casualty facultative portfolio and select treaty accounts. The Diversified Reinsurance segment was also impacted by approximately $6 million of non-catastrophe property losses during the second quarter of 2017. The AmTrust Reinsurance segment combined ratio was 101.5% in the second quarter of 2017 compared to 94.9% in the second quarter of 2016. The higher combined ratio was significantly driven by adverse loss development recognized in the AmTrust Reinsurance segment’s U.S. small commercial business lines.

Net investment income of $40.5 million in the second quarter of 2017 increased 14.7% compared to the second quarter of 2016. As of June 30, 2017, the average yield on the fixed income portfolio (excluding cash) is 3.23% with an average duration of 4.83 years. Cash and cash equivalents were $437.3 million at June 30, 2017 and $244.1 million higher than at March 31, 2017.
  
Total assets increased 8.6% to $6.8 billion at June 30, 2017 compared to $6.3 billion at year-end 2016.   Shareholders' equity was $1.5 billion, up 10.3% compared to December 31, 2016. Book value per common share (4) was $11.95 at June 30, 2017 or 1.4% lower than at December 31, 2016.
  
During the second quarter of 2017, the Board of Directors declared dividends of $0.15 per common share, $0.515625 per Series A preference share and $0.445313 per Series C preference share.

Results for the six months ended June 30, 2017
Net loss attributable to Maiden common shareholders was $1.9 million or $0.02 per diluted common share in the first six months of 2017 compared to net income attributable to Maiden common shareholders of $58.1 million or $0.75 per diluted common share in the first half 2016. Non-GAAP net operating earnings (1) for the first six months of 2017 were $10.2 million, or $0.12 per diluted common share compared with $56.8 million, or $0.73 per diluted common share in the first half of 2016.

In the first half of 2017, gross premiums written totaled $1.6 billion, an increase of 4.9% compared to the first half of 2016. Gross premiums written in the Diversified Reinsurance segment totaled $472.9 million, a decrease of 1.6% versus the first six months of 2016. In the AmTrust Reinsurance segment, gross premiums written increased by 7.8% to $1.2 billion compared to the first half of 2016.

In the first six months of 2017, net premiums written totaled $1.6 billion, an increase of 9.8% compared to the first six months of 2016.

Net premiums earned of $1.4 billion increased 13.3% compared to the first half of 2016. Net premiums earned increased 11.9% in the Diversified Reinsurance segment to $406.1 million compared to the first six months of 2016. The AmTrust Reinsurance segment net premiums earned were up 13.9% to $1.0 billion compared to the first half of 2016.

Net loss and loss adjustment expenses of $1.0 billion were up 21.5% compared to the first half of 2016. The loss ratio (9) of 70.8% was higher than the 65.9% in the first six months of 2016.






Commission and other acquisition expenses, increased 13.5% to $432.1 million in the first half of 2017 compared to the first half of 2016, while the expense ratio (12) lowered to 32.6% compared with 32.8% in the first six months of 2016. General and administrative expenses for the first half of 2017 totaled $32.8 million, the same as in the first half of 2016. The general and administrative expense ratio (11) decreased to 2.3% versus 2.6% in the first six months of 2016.

The combined ratio (13) for the first six months of 2017 was 103.4% compared to the 98.7% combined ratio reported for the first half of 2016. The Diversified Reinsurance segment had a combined ratio of 106.4% in the first half of 2017 compared to 103.2% in the first half of 2016. The AmTrust Reinsurance segment combined ratio was 100.6% in the first six months of 2017 compared to 95.1% in the first six months of 2016.
Net investment income of $82.7 million in the first half of 2017 increased 15.4% compared to $71.6 million in the first half of 2016.

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





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

To participate in the conference call, please access one of the following at least five minutes prior to the start time:
U.S. Callers: 1.877.734.5373
Outside U.S. Callers: 1.973.200.3059
Passcode: 57795342
Webcast: http://www.maiden.bm/news_events
A replay of the conference call will be available beginning at 11:30 a.m. ET on August 9, 2017 through 11:30 a.m. ET on August 16, 2017. To listen to the replay, please dial toll free: 1.855.859.2056 (U.S. Callers) or toll: 1.404.537.3406 (callers outside the U.S.) and enter the Passcode: 57795342; or access http://www.maiden.bm/news_events

About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007.  Through its subsidiaries, which are each A rated (excellent) by A.M. Best, the Company is focused on providing non-catastrophic, customized reinsurance products and services to small and mid-size insurance companies in the United States and Europe. As of June 30, 2017, Maiden had $6.8 billion in assets and shareholders' equity of $1.5 billion.
 
The Maiden Holdings, Ltd. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5006







  Forward Looking Statements
This release contains "forward-looking statements" which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that actual developments will be those anticipated by the Company. Actual results may differ materially from those projected as a result of significant risks and uncertainties, including non-receipt of the expected payments, changes in interest rates, effect of the performance of financial markets on investment income and fair values of investments, developments of claims and the effect on loss reserves, accuracy in projecting loss reserves, the impact of competition and pricing environments, changes in the demand for the Company's products, the effect of general economic conditions and unusual frequency of storm activity, adverse state and federal legislation, regulations and regulatory investigations into industry practices, developments relating to existing agreements, heightened competition, changes in pricing environments, and changes in asset valuations. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those projected is contained in Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 as updated in periodic filings with the SEC. However these factors should not be construed as exhaustive. Forward-looking statements speak only as of the date they are made and the Company undertakes no 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, except as required by law. 

CONTACT:
 
Noah Fields, Senior Vice President, Investor Relations
Maiden Holdings, Ltd.
Phone: 441.298.4927
E-mail: nfields@maiden.bm









MAIDEN HOLDINGS, LTD.
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share and per share data)
 
 
June 30,
2017
 
December 31, 2016
 
 
(Unaudited)
 
(Audited)
ASSETS
 
 
 
 
Investments:
 
 
 
 
Fixed maturities, available-for-sale, at fair value (amortized cost 2017: $3,692,950; 2016: $4,005,642)
 
$
3,704,761

 
$
3,971,666

Fixed maturities, held to maturity, at amortized cost (fair value 2017: $1,160,694; 2016: $766,135)
 
1,132,916

 
752,212

Other investments, at fair value (cost 2017: $10,041; 2016: $10,057)
 
15,553

 
13,060

Total investments
 
4,853,230

 
4,736,938

Cash and cash equivalents
 
246,826

 
45,747

Restricted cash and cash equivalents
 
190,470

 
103,788

Accrued investment income
 
35,773

 
36,517

Reinsurance balances receivable, net
 
499,756

 
410,166

Reinsurance recoverable on unpaid losses
 
87,681

 
99,936

Loan to related party
 
167,975

 
167,975

Deferred commission and other acquisition expenses, net
 
475,655

 
424,605

Goodwill and intangible assets, net
 
76,649

 
77,715

Other assets
 
157,214

 
148,912

Total assets
 
$
6,791,229

 
$
6,252,299

LIABILITIES
 
 
 
 
Reserve for loss and loss adjustment expenses
 
$
3,110,208

 
$
2,896,496

Unearned premiums
 
1,644,704

 
1,475,506

Accrued expenses and other liabilities
 
152,684

 
161,334

Liability for investments purchased
 
128,504

 
6,402

Senior notes - principal amount
 
262,500

 
362,500

Less unamortized issuance costs
 
8,123

 
11,091

Senior notes, net
 
254,377

 
351,409

Total liabilities
 
5,290,477

 
4,891,147

Commitments and Contingencies
 
 
 
 
EQUITY
 
 
 
 
Preference shares
 
465,000

 
315,000

Common shares
 
877

 
873

Additional paid-in capital
 
746,707

 
749,256

Accumulated other comprehensive income
 
35,575

 
14,997

Retained earnings
 
257,806

 
285,662

Treasury shares, at cost
 
(5,566
)
 
(4,991
)
Total Maiden Shareholders’ Equity
 
1,500,399

 
1,360,797

Noncontrolling interest in subsidiaries
 
353

 
355

Total Equity
 
1,500,752

 
1,361,152

Total Liabilities and Equity
 
$
6,791,229

 
$
6,252,299

 
 
 
 
 
Book value per common share (4)
 
$
11.95

 
$
12.12

 
 
 
 
 
Common shares outstanding
 
86,620,524

 
86,271,109






MAIDEN HOLDINGS, LTD.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
 
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
Revenues:
 
 
 
 
 
 
 
 
Gross premiums written
 
$
705,198

 
$
688,322

 
$
1,628,625

 
$
1,552,436

Net premiums written
 
$
684,072

 
$
650,427

 
$
1,584,620

 
$
1,443,258

Change in unearned premiums
 
27,053

 
(12,863
)
 
(164,011
)
 
(189,685
)
Net premiums earned
 
711,125

 
637,564

 
1,420,609

 
1,253,573

Other insurance revenue
 
1,547

 
1,525

 
5,328

 
6,351

Net investment income
 
40,512

 
35,323

 
82,669

 
71,625

Net realized gains on investment
 
1,572

 
334

 
2,457

 
2,611

Total revenues
 
754,756

 
674,746

 
1,511,063

 
1,334,160

Expenses:
 
 
 
 
 
 
 
 
Net loss and loss adjustment expenses
 
528,620

 
426,989

 
1,009,189

 
830,610

Commission and other acquisition expenses
 
210,039

 
185,727

 
432,068

 
380,795

General and administrative expenses
 
15,346

 
17,290

 
32,760

 
32,786

Total expenses
 
754,005

 
630,006

 
1,474,017

 
1,244,191

Non-GAAP income from operations (2)
 
751

 
44,740

 
37,046

 
89,969

Other expenses
 
 
 
 
 
 
 
 
Interest and amortization expenses
 
(6,745
)
 
(7,193
)
 
(13,601
)
 
(14,458
)
Accelerated amortization of senior note issuance cost
 
(2,809
)
 
(2,345
)
 
(2,809
)
 
(2,345
)
Amortization of intangible assets
 
(533
)
 
(615
)
 
(1,066
)
 
(1,230
)
Foreign exchange (losses) gains
 
(6,722
)
 
5,520

 
(8,643
)
 
5,787

Total other expenses
 
(16,809
)
 
(4,633
)
 
(26,119
)
 
(12,246
)
(Loss) income before income taxes
 
(16,058
)
 
40,107

 
10,927

 
77,723

Less: Income tax expense
 
277

 
220

 
761

 
1,007

Net (loss) income
 
(16,335
)
 
39,887

 
10,166

 
76,716

Add: net loss attributable to noncontrolling interest
 
9

 
46

 
31

 
110

Net (loss) income attributable to Maiden
 
(16,326
)
 
39,933

 
10,197

 
76,826

Dividends on preference shares (6)
 
(6,033
)
 
(9,023
)
 
(12,066
)
 
(18,700
)
Net (loss) income attributable to Maiden common shareholders
 
$
(22,359
)
 
$
30,910

 
$
(1,869
)
 
$
58,126

Basic (loss) earnings per common share attributable to Maiden shareholders
 
$
(0.26
)
 
$
0.42

 
$
(0.02
)
 
$
0.79

Diluted (loss) earnings per common share attributable to Maiden shareholders (8)
 
$
(0.26
)
 
$
0.39

 
$
(0.02
)
 
$
0.75

Dividends declared per common share
 
$
0.15

 
$
0.14

 
$
0.30

 
$
0.28

Annualized return on average common equity
 
(8.6
)%
 
12.3
%
 
(0.4
)%
 
12.2
%
Weighted average number of common shares - basic
 
86,564,794

 
73,997,759

 
86,458,413

 
73,934,518

Adjusted weighted average number of common shares and assumed conversions - diluted (8)
 
86,564,794

 
85,926,626

 
86,458,413

 
85,894,062






MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Unaudited)
For the Three Months Ended June 30, 2017
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
140,841

 
$
564,276

 
$
81

 
$
705,198

Net premiums written
 
$
137,247

 
$
546,735

 
$
90

 
$
684,072

Net premiums earned
 
$
204,219

 
$
506,816

 
$
90

 
$
711,125

Other insurance revenue
 
1,547

 

 

 
1,547

Net loss and loss adjustment expenses ("loss and LAE")
 
(176,837
)
 
(350,561
)
 
(1,222
)
 
(528,620
)
Commission and other acquisition expenses
 
(46,989
)
 
(163,055
)
 
5

 
(210,039
)
General and administrative expenses
 
(8,494
)
 
(664
)
 

 
(9,158
)
Underwriting loss
 
$
(26,554
)
 
$
(7,464
)
 
$
(1,127
)
 
$
(35,145
)
Reconciliation to net loss
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
42,084

Interest and amortization expenses
 
 
 
 
 
 
 
(6,745
)
Accelerated amortization of senior note issuance cost
 
 
 
 
 
 
 
(2,809
)
Amortization of intangible assets
 
 
 
 
 
 
 
(533
)
Foreign exchange losses
 
 
 
 
 
 
 
(6,722
)
Other general and administrative expenses
 
 
 
 
 
 
 
(6,188
)
Income tax expense
 
 
 
 
 
 
 
(277
)
Net loss
 
 
 
 
 
 
 
$
(16,335
)
 
 
 
 
 
 
 
 
 
Net loss and LAE ratio (9)
 
86.0
%
 
69.2
%
 
 
 
74.1
%
Commission and other acquisition expense ratio (10)
 
22.8
%
 
32.2
%
 
 
 
29.5
%
General and administrative expense ratio (11)
 
4.1
%
 
0.1
%
 
 
 
2.2
%
Expense Ratio (12)
 
26.9
%
 
32.3
%
 
 
 
31.7
%
Combined ratio (13)
 
112.9
%
 
101.5
%
 
 
 
105.8
%





MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Unaudited)
For the Three Months Ended June 30, 2016
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
164,834

 
$
523,488

 
$

 
$
688,322

Net premiums written
 
$
161,294

 
$
489,133

 
$

 
$
650,427

Net premiums earned
 
$
190,755

 
$
446,809

 
$

 
$
637,564

Other insurance revenue
 
1,525

 

 

 
1,525

Net loss and LAE
 
(144,246
)
 
(282,619
)
 
(124
)
 
(426,989
)
Commission and other acquisition expenses
 
(45,496
)
 
(140,230
)
 
(1
)
 
(185,727
)
General and administrative expenses
 
(9,079
)
 
(963
)
 

 
(10,042
)
Underwriting (loss) income
 
$
(6,541
)
 
$
22,997

 
$
(125
)
 
$
16,331

Reconciliation to net income
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
35,657

Interest and amortization expenses
 
 
 
 
 
 
 
(7,193
)
Accelerated amortization of senior note issuance cost
 
 
 
 
 
 
 
(2,345
)
Amortization of intangible assets
 
 
 
 
 
 
 
(615
)
Foreign exchange gains
 
 
 
 
 
 
 
5,520

Other general and administrative expenses
 
 
 
 
 
 
 
(7,248
)
Income tax expense
 
 
 
 
 
 
 
(220
)
Net income
 
 
 
 
 
 
 
$
39,887

 
 
 
 
 
 
 
 
 
Net loss and LAE ratio (9)
 
75.0
%
 
63.3
%
 
 
 
66.8
%
Commission and other acquisition expense ratio (10)
 
23.7
%
 
31.4
%
 
 
 
29.1
%
General and administrative expense ratio (11)
 
4.7
%
 
0.2
%
 
 
 
2.7
%
Expense Ratio (12)
 
28.4
%
 
31.6
%
 
 
 
31.8
%
Combined ratio (13)
 
103.4
%
 
94.9
%
 
 
 
98.6
%






MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Unaudited)
For the Six Months Ended June 30, 2017
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
472,886

 
$
1,155,658

 
$
81

 
$
1,628,625

Net premiums written
 
$
464,743

 
$
1,119,787

 
$
90

 
$
1,584,620

Net premiums earned
 
$
406,061

 
$
1,014,458

 
$
90

 
$
1,420,609

Other insurance revenue
 
5,328

 

 

 
5,328

Net loss and LAE
 
(315,486
)
 
(692,192
)
 
(1,511
)
 
(1,009,189
)
Commission and other acquisition expenses
 
(104,934
)
 
(327,139
)
 
5

 
(432,068
)
General and administrative expenses
 
(17,224
)
 
(1,469
)
 

 
(18,693
)
Underwriting loss
 
$
(26,255
)
 
$
(6,342
)
 
$
(1,416
)
 
$
(34,013
)
Reconciliation to net income
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
85,126

Interest and amortization expenses
 
 
 
 
 
 
 
(13,601
)
Accelerated amortization of senior note issuance cost
 
 
 
 
 
 
 
(2,809
)
Amortization of intangible assets
 
 
 
 
 
 
 
(1,066
)
Foreign exchange losses
 
 
 
 
 
 
 
(8,643
)
Other general and administrative expenses
 
 
 
 
 
 
 
(14,067
)
Income tax expense
 
 
 
 
 
 
 
(761
)
Net income
 
 
 
 
 
 
 
$
10,166

 
 
 
 
 
 
 
 
 
Net loss and LAE ratio (9)
 
76.7
%
 
68.3
%
 
 
 
70.8
%
Commission and other acquisition expense ratio (10)
 
25.5
%
 
32.2
%
 
 
 
30.3
%
General and administrative expense ratio (11)
 
4.2
%
 
0.1
%
 
 
 
2.3
%
Expense Ratio (12)
 
29.7
%
 
32.3
%
 
 
 
32.6
%
Combined ratio (13)
 
106.4
%
 
100.6
%
 
 
 
103.4
%





MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Unaudited)
For the Six Months Ended June 30, 2016
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
480,638

 
$
1,071,798

 
$

 
$
1,552,436

Net premiums written
 
$
447,430

 
$
995,828

 
$

 
$
1,443,258

Net premiums earned
 
$
363,011

 
$
890,562

 
$

 
$
1,253,573

Other insurance revenue
 
6,351

 

 

 
6,351

Net loss and LAE
 
(263,322
)
 
(564,393
)
 
(2,895
)
 
(830,610
)
Commission and other acquisition expenses
 
(100,027
)
 
(280,768
)
 

 
(380,795
)
General and administrative expenses
 
(17,679
)
 
(1,549
)
 

 
(19,228
)
Underwriting (loss) income
 
$
(11,666
)
 
$
43,852

 
$
(2,895
)
 
$
29,291

Reconciliation to net income
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
74,236

Interest and amortization expenses
 
 
 
 
 
 
 
(14,458
)
Accelerated amortization of senior note issuance cost
 
 
 
 
 
 
 
(2,345
)
Amortization of intangible assets
 
 
 
 
 
 
 
(1,230
)
Foreign exchange gains
 
 
 
 
 
 
 
5,787

Other general and administrative expenses
 
 
 
 
 
 
 
(13,558
)
Income tax expense
 
 
 
 
 
 
 
(1,007
)
Net income
 
 
 
 
 
 
 
$
76,716

 
 
 
 
 
 
 
 
 
Net loss and LAE ratio (9)
 
71.3
%
 
63.4
%
 
 
 
65.9
%
Commission and other acquisition expense ratio (10)
 
27.1
%
 
31.5
%
 
 
 
30.2
%
General and administrative expense ratio (11)
 
4.8
%
 
0.2
%
 
 
 
2.6
%
Expense Ratio (12)
 
31.9
%
 
31.7
%
 
 
 
32.8
%
Combined ratio (13)
 
103.2
%
 
95.1
%
 
 
 
98.7
%






MAIDEN HOLDINGS, LTD.
NON-GAAP FINANCIAL MEASURES (Unaudited)
(In thousands of U.S. dollars, except share and per share data)
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,

 
2017
 
2016
 
2017
 
2016
Non-GAAP operating (loss) earnings attributable to Maiden common shareholders (1)
 
$
(12,450
)
 
$
28,431

 
$
10,188

 
$
56,778

Non-GAAP basic operating (loss) earnings per common share attributable to Maiden shareholders
 
$
(0.14
)
 
$
0.38

 
$
0.12

 
$
0.77

Non-GAAP diluted operating (loss) earnings per common share attributable to Maiden shareholders (8)
 
$
(0.14
)
 
$
0.37

 
$
0.12

 
$
0.73

Annualized non-GAAP operating return on average common equity (7)
 
(4.8
)%
 
11.3
%
 
2.0
%
 
11.9
%
Reconciliation of net (loss) income attributable to Maiden common shareholders to non-GAAP operating (loss) earnings attributable to Maiden common shareholders:
 
 
 
 
 
 
 
 
Net (loss) income attributable to Maiden common shareholders
 
$
(22,359
)
 
$
30,910

 
$
(1,869
)
 
$
58,126

Add (subtract)
 
 
 
 
 
 
 
 
Net realized gains on investment
 
(1,572
)
 
(334
)
 
(2,457
)
 
(2,611
)
Foreign exchange losses (gains)
 
6,722

 
(5,520
)
 
8,643

 
(5,787
)
Amortization of intangible assets
 
533

 
615

 
1,066

 
1,230

Divested E&S business and NGHC run-off
 
1,127

 
125

 
1,416

 
2,895

Accelerated amortization of senior note issuance cost
 
2,809

 
2,345

 
2,809

 
2,345

Non-cash deferred tax expense
 
290

 
290

 
580

 
580

Non-GAAP operating (loss) earnings attributable to Maiden common shareholders (1)
 
$
(12,450
)
 
$
28,431

 
$
10,188

 
$
56,778

 
 
 
 
 
 
 
 
 
Weighted average number of common shares - basic
 
86,564.794

 
73,997.759

 
86,458.413

 
73,934.518

Adjusted weighted average number of common shares and assumed conversions - diluted (8)
 
86,564.794

 
85,926.626

 
87,384.378

 
85,894.062

Reconciliation of diluted (loss) earnings per common share attributable to Maiden shareholders to non-GAAP diluted operating (loss) earnings per common share attributable to Maiden shareholders:
 
 
 
 
 
 
 
 
Diluted (loss) earnings per common share attributable to Maiden shareholders (8)
 
$
(0.26
)
 
$
0.39

 
$
(0.02
)
 
$
0.75

Add (subtract)
 
 
 
 
 
 
 
 
Net realized gains on investment
 
(0.02
)
 

 
(0.03
)
 
(0.03
)
Foreign exchange losses (gains)
 
0.08

 
(0.06
)
 
0.10

 
(0.07
)
Amortization of intangible assets
 
0.01

 
0.01

 
0.01

 
0.02

Divested E&S business and NGHC run-off
 
0.02

 

 
0.02

 
0.03

Accelerated amortization of senior note issuance cost
 
0.03

 
0.03

 
0.03

 
0.03

Non-cash deferred tax expense
 

 

 
0.01

 

Non-GAAP diluted operating (loss) earnings per common share attributable to Maiden shareholders (8)
 
$
(0.14
)
 
$
0.37

 
$
0.12

 
$
0.73

 
 
 
 
 
 
 
 
 
Reconciliation of net (loss) income attributable to Maiden to non-GAAP income from operations:
 
 
 
 
 
 
 
 
Net (loss) income attributable to Maiden
 
$
(16,326
)
 
$
39,933

 
$
10,197

 
$
76,826

Add (subtract)
 
 
 
 
 
 
 
 
Foreign exchange losses (gains)
 
6,722

 
(5,520
)
 
8,643

 
(5,787
)
Amortization of intangible assets
 
533

 
615

 
1,066

 
1,230

Interest and amortization expenses
 
6,745

 
7,193

 
13,601

 
14,458

Accelerated amortization of senior note issuance cost
 
2,809

 
2,345

 
2,809

 
2,345

Income tax expense
 
277

 
220

 
761

 
1,007

Net loss attributable to noncontrolling interest
 
(9
)
 
(46
)
 
(31
)
 
(110
)
Non-GAAP income from operations (2)
 
$
751

 
$
44,740

 
$
37,046

 
$
89,969






MAIDEN HOLDINGS, LTD.
NON-GAAP FINANCIAL MEASURES (Unaudited)
(In thousands of U.S. dollars, except share and per share data)
 
June 30, 2017
 
December 31, 2016
Investable assets:
 
 
 
Total investments
$
4,853,230

 
$
4,736,938

Cash and cash equivalents
246,826

 
45,747

Restricted cash and cash equivalents
190,470

 
103,788

Loan to related party
167,975

 
167,975

Total investable assets (3)
$
5,458,501

 
$
5,054,448

 
 
 
 
 
June 30, 2017
 
December 31, 2016
Capital:
 
 
 
Preference shares
$
465,000

 
$
315,000

Common shareholders' equity
1,035,399

 
1,045,797

Total Maiden shareholders' equity
1,500,399

 
1,360,797

2016 Senior Notes
110,000

 
110,000

2013 Senior Notes
152,500

 
152,500

2012 Senior Notes

 
100,000

Total capital resources (5)
$
1,762,899

 
$
1,723,297

(1)
Non-GAAP operating earnings is a non-GAAP financial measure defined by the Company as net (loss) income attributable to Maiden common shareholders excluding realized investment gains and losses, foreign exchange and other gains and losses, amortization of intangible assets, divested excess and surplus business and NGHC run-off, accelerated amortization of senior note issuance costs and non-cash deferred tax expense and should not be considered as an alternative to net (loss) income. The Company's management believes that non-GAAP operating (loss) 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 (loss) income attributable to Maiden excluding foreign exchange and other gains and losses, amortization of intangible assets, interest and amortization expenses, accelerated amortization of senior note issuance costs, income tax expense and net income or loss attributable to noncontrolling interest and should not be considered as an alternative to net (loss) 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 and $6,188 paid to Preference shares - Series A for the three and six months ended June 30, 2017 and 2016, respectively and $2,939 paid to Preference shares - Series C for the three months ended June 30, 2017 and 2016, and $5,878 and $6,532 for the six months ended June 30, 2017 and 2016, respectively. It also includes $2,990 and $5,980 paid to Preference Shares - Series B during the three and six months ended June 30, 2016, respectively. On September 15, 2016 , each of then outstanding Preference Shares - 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 measure. 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 (loss) earnings attributable to Maiden common shareholders divided by average Maiden common shareholders' equity.
(8)
During a period of loss, the basic weighted average common shares outstanding is used in the denominator of the diluted loss per common share computation as the effect of including potential dilutive shares would be anti-dilutive.
(9)
Calculated by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue.
(10)
Calculated by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue.
(11)
Calculated by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue.
(12)
Calculated by adding together the commission and other acquisition expense ratio and the general and administrative expense ratio.
(13)
Calculated by adding together the net loss and LAE ratio and the expense ratio.





LOGO1A12.JPG
Exhibit 99.2

PRESS RELEASE
Maiden Holdings Announces Dividends on Common Shares and Preference Shares

HAMILTON, Bermuda, August 3, 2017 -- Maiden Holdings, Ltd. (NASDAQ: MHLD) today announced that its Board of Directors approved a quarterly cash dividend of $0.15 per share of common stock. The dividend will be payable on October 16, 2017 to shareholders of record as of October 2, 2017 .

Maiden’s Board of Directors also approved the following cash dividends on its preference shares that are payable on September 15, 2017 to shareholders of record as of September 1, 2017 :
Series A 8.25% Non-Cumulative Preference Shares of $0.515625 per Preference Share
Series C 7.125% Non-Cumulative Preference Shares of $0.445313 per Preference Share
Series D 6.700% Non-Cumulative Preference Shares of $0.418750 per Preference Share

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 March 31, 2017, Maiden had $6.6 billion in assets and shareholders' equity of $1.4 billion.

CONTACT:
Noah Fields, Senior Vice President, Investor Relations
Maiden Holdings, Ltd.
Phone: 441.298.4927
E-mail: nfields@maiden.bm



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