MAIDEN HOLDINGS, LTD. (NASDAQ:MHLD) Files An 8-K Results of Operations and Financial Condition

MAIDEN HOLDINGS, LTD. (NASDAQ:MHLD) Files An 8-K Results of Operations and Financial Condition
Item 2.02

On March 15, 2019, the Company issued a press release announcing its results of operations for the three and twelve months ended>December 31, 2018. 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.
(d) Exhibit
* Schedules and Exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Master Agreement.
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.
EXHIBIT INDEX
Exhibit 99.1
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PRESS RELEASE
Maiden Holdings, Ltd. Announces
Fourth Quarter and Full Year 2018 Financial Results>
PEMBROKE, Bermuda, March 15, 2019>- Maiden Holdings, Ltd. (NASDAQ: MHLD) (“Maiden” or the “Company”) today reported a fourth quarter 2018>net loss attributable to Maiden common shareholders of $269.2 million>or $3.25>per diluted common share, compared to a net loss attributable to Maiden common shareholders of $133.6 million>or $1.59>per diluted common share in the fourth quarter of 2017. The non-GAAP operating loss(11)>was $212.4 million, or $2.56>per diluted common share compared with a non-GAAP operating loss of $126.4 million, or $1.51>per diluted common share in the fourth quarter of 2017. Book value per common share(1)>was $1.08>at December 31, 2018
Commenting on the Companys results, Maidens President and Chief Executive Officer, Lawrence F. Metz said, We recognize that 2018 was an extremely difficult year for all of our shareholders and dedicated employees. With our recently announced revised LPT/ADC transaction with Enstar, we believe we are nearing the end of our strategic review process. Since our third quarter report we have continued to take decisive action, completing the sale of our US reinsurance business to Enstar, mutually agreeing with AmTrust to first amend and then terminate our quota share reinsurance contracts effective January 1, 2019, completing the sale of certain of our European subsidiaries, and entering into a new LPT/ADC agreement with Enstar. We look forward to now taking the necessary steps to enhance our business and create lasting shareholder value.
Patrick J. Haveron, Maidens Chief Financial Officer and Chief Operating Officer added, Since September 1, 2018 the series of strategic measures we have implemented have materially de-risked our balance sheet, improved liquidity, significantly strengthened our capital position relative to regulatory requirements, and cured our breach of the Bermuda Enhanced Capital Requirement. Looking ahead, we have also reduced our annual total operating expenses by more than $50 million and look to improve on that to reflect the significant changes in our business during 2018 and 2019. The new LPT/ADC with Enstar will further solidify the progress we have made by protecting our reserves while retaining more assets for investment. Maiden enters 2019 with a stronger balance sheet and we expect to further improve our solvency ratios as we look to rebuild shareholder value and begin re-positioning our business for the future.
New LPT/ADC with Enstar
On March 1, 2019, the Company and Enstar Group Limited (Enstar) terminated the Master Agreement between the parties dated as of November 9, 2018 (the Old MTA) and simultaneously signed a new agreement (the “New MTA”) to which an Enstar subsidiary will assume liabilities for loss reserves as of December 31, 2018>associated with the quota share reinsurance agreements between the Companys wholly-owned subsidiary, Maiden Reinsurance Ltd. (“Maiden Bermuda”), and AmTrust Financial Services, Inc. or its subsidiaries (“AmTrust”) in excess of a $2.44 billion>retention up to $675 million. The $2.44 billion>retention will be subject to adjustment for paid losses since December 31, 2018. The New MTA and associated pending reinsurance agreement will provide Maiden Bermuda with $175 million>in adverse development cover over its carried AmTrust reserves at December 31, 2018. The transaction is subject to regulatory approvals and other closing conditions.
The Companys entry into a New MTA with Enstar, which is smaller than the Old MTA, reflects the cumulative positive impact of measures already implemented since the third quarter of 2018 that have significantly improved the Companys capital position. The New MTA also provides Maiden with more investable assets and reserve protection than the Old MTA, which will further support its improving solvency ratios. Additional information regarding the New MTA with Enstar can be found in the Companys Annual Report on Form 10-K filing.
Discontinued Operations
As part of its strategic review announced in early 2018, during the fourth quarter of 2018, the Company divested its U.S. reinsurance treaty operations. Except as explicitly described as held for sale or as discontinued operations, and unless otherwise noted, all discussions and amounts presented herein relate to the Companys continuing operations except for net loss, net loss attributable to Maiden and net loss attributable to Maiden common shareholders.
Sale of Maiden Reinsurance North America, Inc. (Maiden US) to Enstar
On December 27, 2018, Maiden announced that its subsidiary, Maiden Holdings North America, Ltd., had completed the sale of Maiden US to Enstar for initial net consideration of $272.4 million, including estimated closing adjustments. At closing, approximately $1.3 billion of legacy reinsurance liabilities for Maidens US Diversified Business were acquired by Enstar. In its consolidated results for the fourth quarter and year ended December 31, 2018, Maiden has booked estimated post-closing adjustments which reduce this aggregate purchase price by $8.2 million. During the fourth quarter ended December 31, 2018, the Company reported a loss from discontinued operations of $52.5 million, due primarily to the realized loss recognized on disposal of Maiden US. This loss also included recognition of unrealized losses on investments in Maiden US of $26.6 million. For the year ended December 31, 2018, the Companys loss from discontinued operations totaled $94.1 million. In addition to the fourth quarter impacts of the sale, the loss was also due to the write-off of goodwill and related intangible assets of $74.2 million>>that had previously been reported in the third quarter, offset by results of discontinued operations of $25.1 million through the third quarter and gain from the sale of Maiden US renewal rights of $7.5 million. Additional information regarding the Companys discontinued operations can be found in the Companys Annual Report on Form 10-K filing made concurrent with this news release.
>Consolidated Results for the Quarter Ended>December 31, 2018
In the fourth quarter of 2018, gross premiums written were $388.5 million, compared to $427.3 million>in the fourth quarter of 2017>primarily due to decreases in the premiums from the AmTrust Reinsurance segment. Net premiums written totaled $388.1 million>in the fourth quarter of 2018, compared to $434.0 million>in the fourth quarter of 2017. Net premiums earned were $484.9 million>in the fourth quarter of 2018, compared to $480.2 million>in the fourth quarter of 2017.
In the fourth quarter of 2018, net loss and loss adjustment expenses increased to $556.6 million>from $464.8 million>in the fourth quarter of 2017, due primarily to higher adverse>prior year loss development for the AmTrust Reinsurance segment. The loss ratio(6)>in the fourth quarter of 2018>was 114.3%>compared to 96.4%>reported in the fourth quarter of 2017. The increase in the loss ratio was due to adverse development of prior year losses of $152.8 million>in 2018>compared to $136.0 million>for the same period in 2017. This development was primarily in our AmTrust Reinsurance segment for each respective period, which also recorded higher initial loss ratios on current year premiums earned during 2018, factoring in, both market conditions and recent loss trends and experience.
Commission and other acquisition expenses were $157.7 million>in the fourth quarter of 2018, compared to $156.0 million>in the fourth quarter of 2017, resulting in commission and other acquisition expense ratios of 32.4%>for both periods. General and administrative expenses for the fourth quarter of 2018>totaled $15.2 million, compared to $14.0 million>in the same period one year ago. The general and administrative expense ratio(8)>in the fourth quarter of 2018>increased modestly to 3.1%>from 2.9%>in the fourth quarter of 2017, while the expense ratio(9) was 35.5%>in the fourth quarter of 2018>compared with 35.3%>for the same period last year.
The combined ratio(10)>for the fourth quarter of 2018>totaled 149.8%, compared with 131.7%>in the fourth quarter of 2017.
Net investment income increased modestly to $34.7 million>in the fourth quarter of 2018>from $33.0 million>in the same period last year and was largely due to the growth in average investable assets of 8.1%>from the same period in 2017.
As of December 31, 2018, the average yield on the fixed income portfolio excluding discontinued operations was 3.20% while the average duration of investable assets was 4.6>years.
Additional information regarding the Companys results of operations can be found in the Companys Annual Report on Form 10-K filing made concurrent with this news release.
>Consolidated Results for the Twelve Months Ended>December 31, 2018
The net loss attributable to Maiden common shareholders was $570.3 million>or $6.87>per diluted common share in 2018, compared to a net loss attributable to Maiden common shareholders of $199.1 million>or $2.32>per diluted common share in 2017. The non-GAAP operating loss(11)>for 2018>was $471.6 million, or $5.68>per diluted common share, compared with a non-GAAP operating loss of $169.6 million, or $1.98>per diluted common share, in 2017.
Gross premiums written were $2.02 billion>in 2018>compared to $2.08 billion>in 2017>as declines in the AmTrust Reinsurance segment were offset by modest increases in the Diversified Reinsurance segment from the Company’s international business. Net premiums written totaled $2.01 billion>in 2018>compared to $2.04 billion>in 2017. Net premiums earned were $2.03 billion>in 2018>compared to $1.99 billion>in 2017.
Net loss and loss adjustment expenses of $1.88 billion>compared to $1.56 billion>in 2017. The loss ratio(6)>for 2018>was 92.3%, compared to 77.7%>reported for 2017. The increase in the loss ratio was due to adverse>development of prior year losses of $403.2
million>in 2018>compared to $247.2 million>for the same period in 2017. This development was primarily in our AmTrust Reinsurance segment for each respective period, which also recorded higher initial loss ratios on current year premiums earned during 2018, factoring in both market conditions and recent loss trends and experience.
Commission and other acquisition expenses were $654.7 million>in 2018, compared to $643.8 million>in 2017, resulting in a commission and other acquisition expense ratio of 32.2%, which was unchanged from the prior year. Total general and administrative expenses for 2018>totaled $64.9 million, compared with $53.0 million>in 2017. The general and administrative expense ratio(8)>in 2018>was 3.2%, compared to 2.6%>in 2017, while the expense ratio(9) was 35.4%>in 2018, compared with 34.8%>in 2017.
The combined ratio(10)>for 2018>totaled 127.7%, compared with 112.5%>in 2017.
Net investment income was $136.3 million>in 2018, compared to $124.1 million>in 2017>and was largely due to the growth in average investable assets of 8.1%>from the same period in 2017.
Additional information regarding the Companys results of operations can be found in the Companys Annual Report on Form 10-K filing made concurrent with this news release.
Quarterly Dividends
On February 26, 2019, the Company’s Board of Directors did not authorize any quarterly dividends related to either its common shares or any series of its preferred shares. Additional information regarding the Companys dividends can be found in the Companys Annual Report on Form 10-K filing made concurrent with this news release.
Other Financial Matters
(1)(11) 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.
(6)(7)(8)(9)(10) Loss ratio, commission and other acquisition expense 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.
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007. The Company is focused on serving the needs of regional and specialty insurers in Europe and select other global markets by providing innovative reinsurance solutions designed to support their capital needs.
Forward Looking Statements
This release contains “forward-looking statements” which are made
About MAIDEN HOLDINGS, LTD. (NASDAQ:MHLD)

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Maiden Holdings, Ltd. (Maiden) is a holding company. The Company is focused on serving the needs of regional and specialty insurers in the United States, Europe and select other global markets by providing reinsurance solutions designed to support their capital needs. Maiden operates through two segments: Diversified Reinsurance and AmTrust Reinsurance. It specializes in reinsurance solutions that optimize financing and risk management by providing coverage within the predictable and actuarially credible lower layers of coverage and/or reinsuring risks that are believed to be lower hazard, more predictable and generally not susceptible to catastrophe claims. The Company provides reinsurance through its wholly owned subsidiaries, Maiden Reinsurance Ltd. (Maiden Bermuda) and Maiden Reinsurance North America, Inc. (Maiden US). It provides insurance sales and distribution services through Maiden Global Holdings, Ltd. (Maiden Global) and its subsidiaries.

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