Document


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):
May 9, 2018 (May 8, 2018)
 
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.)
 
94 Pitts Bay Road, Pembroke HM08, 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 May 9, 2018, Maiden Holdings, Ltd. (the “Company”) issued a press release announcing its results of operations for the three months ended March 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.
Item 8.01
Other Events.

In May 8, 2018, the Company's Board of Directors authorized the following quarterly dividends:
 
 
Dividend per Share
 
Payable on:
 
Record date:
Common shares
 
$
0.15

 
July 12, 2018
 
July 2, 2018
Preference shares - Series A
 
$
0.515625

 
June 15, 2018
 
June 1, 2018
Preference shares - Series C
 
$
0.445313

 
June 15, 2018
 
June 1, 2018
Preference shares - Series D
 
$
0.418750

 
June 15, 2018
 
June 1, 2018
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 May 9, 2018
 
 
 
99.2
 
Press Release of Maiden Holdings, Ltd., dated May 8, 2018

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:
May 9, 2018
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 May 9, 2018
 
 
 
99.2
 
Press Release of Maiden Holdings, Ltd., dated May 8, 2018






Exhibit 99.1

                                logo1a22.jpg
 
PRESS RELEASE

Maiden Holdings, Ltd. Announces First Quarter 2018 Financial Results

 
Highlights for the First Quarter Ended March 31, 2018

Net income attributable to Maiden common shareholders of $13.7 million, or $0.16 per diluted common share, compared with net income attributable to Maiden common shareholders of $20.5 million, or $0.23 per diluted common share in the first quarter of 2017;
Non-GAAP operating earnings(11) of $16.8 million, or $0.20 per diluted common share, compared with non-GAAP operating earnings of $22.6 million, or $0.26 per diluted common share, in the first quarter of 2017;
Annualized return on average common equity of 7.6% compared to 7.9% in the first quarter of 2017;
Annualized non-GAAP return on average common equity of 9.3% compared to 8.7% in the first quarter of 2017;
Combined ratio(10) of 101.8% compared to 100.9% in the first quarter of 2017; and
Book value per common share(1) was $8.34 at March 31, 2018 compared to $9.25 at December 31, 2017 reflecting unrealized movements in the company’s investment portfolio.

HAMILTON, Bermuda, May 9, 2018 - Maiden Holdings, Ltd. (NASDAQ:  MHLD) (“Maiden” or “the Company”) today reported first quarter 2018 net income attributable to Maiden common shareholders of $13.7 million or $0.16 per diluted common share compared to net income attributable to Maiden common shareholders of $20.5 million or $0.23 per diluted common share in the first quarter of 2017. Non-GAAP operating earnings(11) were $16.8 million, or $0.20 per diluted common share compared with a non-GAAP operating earnings of $22.6 million, or $0.26 per diluted common share in the first quarter of 2017.
Commenting on the Company’s results, President and Chief Executive Officer, Art Raschbaum said, “We are pleased to start the year with a profitable first quarter. Underwriting results primarily reflect the impact of higher initial current year loss ratios, a modest level of adverse development and higher G&A expenses. Revenue in the quarter was influenced by a continued moderation of premium from our largest client, AmTrust, and in the Diversified segment from several accounts terminated over the last 12 months. Business development in the quarter was strong across the Diversified segment which should favorably impact future quarters. We remain committed to maintaining disciplined underwriting and enhancing profitability. As previously announced, our Board of Directors has retained BoA Merrill Lynch to assist the Company in evaluating strategic alternatives to enhance value and the Company continues to be actively engaged in this process but has no further update at this time.” 

Consolidated Results for the First Quarter Ended March 31, 2018

In the first quarter of 2018, gross premiums written decreased to $852.6 million from $923.4 million primarily due to non-renewals and re-underwriting of certain Diversified contracts conducted in both 2017 and in early 2018. Net premiums written totaled $849.3 million in the first quarter of 2018, a decrease of 5.7% compared to $900.5 million in the first quarter of 2017. Net premiums earned were $685.4 million in the first quarter of 2018 compared to $709.5 million in the first quarter of 2017, representing a decrease of 3.4%. 
Net loss and loss adjustment expenses of $473.3 million compared to $480.6 million in the first quarter of 2017. The loss ratio(6) in the first quarter of 2018 was 68.6% compared to 67.4% reported in the first quarter of 2017.
Commission and other acquisition expenses decreased 6.0% to $208.6 million in the first quarter of 2018, compared to $222.0 million in the first quarter of 2017 reducing the commission and other acquisition expense ratio to 30.3% from 31.1%, respectively. General and administrative expenses for the first quarter of 2018 totaled $20.0 million compared with $17.4 million in the first quarter of 2017 primarily due to higher audit, legal and other professional fees and technology-related expenses. The general and administrative expense ratio(8) in the first quarter of 2018





increased to 2.9% compared to 2.4% in the first quarter of 2017, while the expense ratio(9) was 33.2% in the first quarter of 2018 compared with 33.5% in the same quarter last year.
The combined ratio(10) for the first quarter of 2018 totaled 101.8% compared with 100.9% in the first quarter of 2017.
Net investment income was $42.9 million in the first quarter of 2018 compared to $42.2 million in the first quarter of 2017. As of March 31, 2018, the average yield on the fixed income portfolio was 3.18% while the average duration of investable assets was 4.7 years.
Diversified Reinsurance Segment
 
 
For the Three Months Ended March 31,
 
 
($ in thousands)
 
2018
 
2017
 
Change in (%)
Gross premiums written
 
$
278,712

 
$
332,045

 
(16.1
)%
Net premiums written
 
$
274,953

 
$
327,496

 
(16.0
)%
Net premiums earned
 
$
194,134

 
$
201,842

 
(3.8
)%
 
 
 
 
 
 
 
Underwriting Ratios
 
 
 
 
 
% Point Change
Net loss and LAE ratio(6)
 
68.6
%
 
67.5
%
 
1.1

Commission and other acquisition expense ratio(7)
 
25.9
%
 
28.2
%
 
(2.3
)
General and administrative expense ratio(8)
 
5.1
%
 
4.2
%
 
0.9

Expense ratio(9)
 
31.0
%
 
32.4
%
 
(1.4
)
Combined ratio(10)
 
99.6
%
 
99.9
%
 
(0.3
)
Gross premiums written and net premiums written decreased by 16.1% and 16.0%, respectively, in the first quarter of 2018 primarily as a result of non-renewals and re-underwriting of certain contracts in 2017 and during the first quarter of 2018, with one large terminated account having returned premium of $17.5 million. Net premiums earned decreased by 3.8% in the first quarter of 2018 due to non-renewals and other underwriting actions taken as mentioned above. The segment’s combined ratio was 99.6% in the first quarter of 2018 compared to 99.9% in the same period last year due to lower adverse prior year loss development. The combined ratio also reflects higher initial current year loss ratios for premiums earned during the period.
AmTrust Reinsurance Segment
 
 
For the Three Months Ended March 31,
 
 
($ in thousands)
 
2018
 
2017
 
Change in (%)
Gross premiums written
 
$
573,928

 
$
591,382

 
(3.0
)%
Net premiums written
 
$
574,380

 
$
573,052

 
0.2
 %
Net premiums earned
 
$
491,298

 
$
507,642

 
(3.2
)%
 
 
 
 
 
 
 
Underwriting Ratios
 
 
 
 
 
% Point Change
Net loss and LAE ratio(6)
 
68.7
%
 
67.3
%
 
1.4

Commission and other acquisition expense ratio(7)
 
32.0
%
 
32.3
%
 
(0.3
)
General and administrative expense ratio(8)
 
0.2
%
 
0.2
%
 

Expense ratio(9)
 
32.2
%
 
32.5
%
 
(0.3
)
Combined ratio(10)
 
100.9
%
 
99.8
%
 
1.1


Gross premiums written decreased 3.0% during the first quarter of 2018 and reflects reductions in the Small Commercial and Program businesses. Net premiums written increased by 0.2% in the first quarter of 2018 largely due to a reduction in the utilization of retrocessional capacity in 2018 compared to 2017. Net premiums earned in the segment decreased by 3.2% compared to the same period in 2017 mainly due to the decline in net premiums written in the AmTrust quota share. The segment experienced adverse prior year development of $8.5 million for the first quarter of 2018 largely from General Liability, with a smaller contribution from Commercial Auto Liability, primarily driven by accident years 2015 and 2016. The segment combined ratio was 100.9% in the first quarter of 2018 compared to 99.8% in the same period in 2017 primarily due to higher initial current year loss ratios for premiums earned during the period slightly offset by a comparatively smaller amount of adverse prior period loss development.





Other Financial Matters

Total assets increased to $6.8 billion at March 31, 2018 compared to $6.6 billion at year-end 2017.   Shareholders' equity was $1.16 billion at March 31, 2018 compared to $1.23 billion at year end 2017.

Book value per common share(1) was $8.34 at March 31, 2018 compared to $9.25 at December 31, 2017. In the first quarter of 2018, the Company recognized unrealized losses in its fixed income investment portfolio of $68.3 million which represents a decrease of $0.82 in book value per common share.
 
During the first quarter of 2018, the Board of Directors declared dividends of $0.15 per common share, $0.515625 per Series A preference shares, $0.445313 per Series C preference shares and $0.418750 per Series D preference shares.

(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.






Conference Call
Maiden’s President and Chief Executive Officer, Art Raschbaum and Chief Financial Officer, Karen Schmitt will review these results on Thursday, May 10, 2018 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, Conference ID: 9075799, Webcast: http://www.maiden.bm/news_events
A replay of the conference call will be available beginning at 11:30 a.m. ET on May 10, 2018 through 11:30 a.m. ET on May 18, 2018. 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 Conference ID: 9075799; 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 rated A- (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, 2018, Maiden had $6.8 billion in assets and shareholders' equity of $1.2 billion.







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, 2017 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:
 
Bill Horning, Senior Vice President, Investor Relations
Maiden Holdings, Ltd.
Phone: 856.359.2532
E-mail: bhorning@maiden.bm









MAIDEN HOLDINGS, LTD.
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share and per share data)
 
 
March 31,
2018
 
December 31, 2017
 
 
(Unaudited)
 
(Audited)
ASSETS
 
 
 
 
Investments:
 
 
 
 
Fixed maturities, available-for-sale, at fair value (amortized cost 2018: $4,034,021; 2017: $4,027,993)
 
$
3,984,733

 
$
4,044,370

Fixed maturities, held-to-maturity, at amortized cost (fair value 2018: $1,069,980; 2017: $1,125,626)
 
1,071,361

 
1,097,801

Other investments, at fair value
 
6,426

 
6,600

Total investments
 
5,062,520

 
5,148,771

Cash and cash equivalents
 
73,276

 
67,919

Restricted cash and cash equivalents
 
87,761

 
123,584

Accrued investment income
 
36,010

 
34,993

Reinsurance balances receivable, net
 
548,218

 
345,043

Reinsurance recoverable on unpaid losses
 
114,499

 
117,611

Loan to related party
 
167,975

 
167,975

Deferred commission and other acquisition expenses, net
 
475,496

 
439,597

Goodwill and intangible assets, net
 
75,121

 
75,583

Other assets
 
116,433

 
123,113

Total assets
 
$
6,757,309

 
$
6,644,189

LIABILITIES
 
 
 
 
Reserve for loss and loss adjustment expenses
 
$
3,616,610

 
$
3,547,248

Unearned premiums
 
1,629,870

 
1,477,038

Accrued expenses and other liabilities
 
97,851

 
132,795

Senior notes - principal amount
 
262,500

 
262,500

Less: unamortized debt issuance costs
 
7,966

 
8,018

Senior notes, net
 
254,534

 
254,482

Total liabilities
 
5,598,865

 
5,411,563

Commitments and Contingencies
 
 
 
 
EQUITY
 
 
 
 
Preference shares
 
465,000

 
465,000

Common shares
 
879

 
877

Additional paid-in capital
 
749,054

 
748,113

Accumulated other comprehensive income
 
(62,915
)
 
13,354

Retained earnings
 
36,727

 
35,472

Treasury shares, at cost
 
(30,835
)
 
(30,642
)
Total Maiden Shareholders’ Equity
 
1,157,910

 
1,232,174

Noncontrolling interest in subsidiaries
 
534

 
452

Total Equity
 
1,158,444

 
1,232,626

Total Liabilities and Equity
 
$
6,757,309

 
$
6,644,189

 
 
 
 
 
Book value per common share(1)
 
$
8.34

 
$
9.25

 
 
 
 
 
Common shares outstanding
 
83,118,237

 
82,974,895






MAIDEN HOLDINGS, LTD.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands of U.S. dollars, except share and per share data)
 
 
For the Three Months Ended March 31,
 
 
2018
 
2017
 
 
(Unaudited)
Revenues:
 
 
 
 
Gross premiums written
 
$
852,640

 
$
923,427

Net premiums written
 
$
849,333

 
$
900,548

Change in unearned premiums
 
(163,901
)
 
(191,064
)
Net premiums earned
 
685,432

 
709,484

Other insurance revenue
 
3,726

 
3,781

Net investment income
 
42,870

 
42,157

Net realized gains on investment
 
357

 
885

Total revenues
 
732,385

 
756,307

Expenses:
 
 
 
 
Net loss and loss adjustment expenses
 
473,324

 
480,569

Commission and other acquisition expenses
 
208,614

 
222,029

General and administrative expenses
 
19,950

 
17,414

Total expenses
 
701,888

 
720,012

Non-GAAP income from operations(2)
 
30,497

 
36,295

Other expenses
 
 
 
 
Interest and amortization expenses
 
(4,829
)
 
(6,856
)
Amortization of intangible assets
 
(462
)
 
(533
)
Foreign exchange losses
 
(2,407
)
 
(1,921
)
Total other expenses
 
(7,698
)
 
(9,310
)
Income before income taxes
 
22,799

 
26,985

Less: income tax expense
 
456

 
484

Net income
 
22,343

 
26,501

Add: net (income) loss attributable to noncontrolling interest
 
(71
)
 
22

Net income attributable to Maiden
 
22,272

 
26,523

Dividends on preference shares(3)
 
(8,545
)
 
(6,033
)
Net income attributable to Maiden common shareholders
 
$
13,727

 
$
20,490

Basic earnings per common share attributable to Maiden shareholders
 
$
0.17

 
$
0.24

Diluted earnings per common share attributable to Maiden shareholders
 
$
0.16

 
$
0.23

Dividends declared per common share
 
$
0.15

 
$
0.15

Annualized return on average common equity
 
7.6
%
 
7.9
%
Weighted average number of common shares - basic
 
83,040,413

 
86,350,850

Adjusted weighted average number of common shares and assumed conversions - diluted
 
83,318,542

 
87,436,604






MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Unaudited)
For the Three Months Ended March 31, 2018
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
278,712

 
$
573,928

 
$

 
$
852,640

Net premiums written
 
$
274,953

 
$
574,380

 
$

 
$
849,333

Net premiums earned
 
$
194,134

 
$
491,298

 
$

 
$
685,432

Other insurance revenue
 
3,726

 

 

 
3,726

Net loss and loss adjustment expenses ("loss and LAE")
 
(135,612
)
 
(337,307
)
 
(405
)
 
(473,324
)
Commission and other acquisition expenses
 
(51,298
)
 
(157,316
)
 

 
(208,614
)
General and administrative expenses(4)
 
(10,119
)
 
(920
)
 

 
(11,039
)
Underwriting income (loss)(5)
 
$
831

 
$
(4,245
)
 
$
(405
)
 
$
(3,819
)
Reconciliation to net income
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
43,227

Interest and amortization expenses
 
 
 
 
 
 
 
(4,829
)
Amortization of intangible assets
 
 
 
 
 
 
 
(462
)
Foreign exchange losses
 
 
 
 
 
 
 
(2,407
)
Other general and administrative expenses(4)
 
 
 
 
 
 
 
(8,911
)
Income tax expense
 
 
 
 
 
 
 
(456
)
Net income
 
 
 
 
 
 
 
$
22,343

 
 
 
 
 
 
 
 
 
Net loss and LAE ratio(6)
 
68.6
%
 
68.7
%
 
 
 
68.6
%
Commission and other acquisition expense ratio(7)
 
25.9
%
 
32.0
%
 
 
 
30.3
%
General and administrative expense ratio(8)
 
5.1
%
 
0.2
%
 
 
 
2.9
%
Expense Ratio(9)
 
31.0
%
 
32.2
%
 
 
 
33.2
%
Combined ratio(10)
 
99.6
%
 
100.9
%
 
 
 
101.8
%





MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION
(in thousands of U.S. dollars)
(Unaudited)
For the Three Months Ended March 31, 2017
 
Diversified Reinsurance
 
AmTrust Reinsurance
 
Other
 
Total
Gross premiums written
 
$
332,045

 
$
591,382

 
$

 
$
923,427

Net premiums written
 
$
327,496

 
$
573,052

 
$

 
$
900,548

Net premiums earned
 
$
201,842

 
$
507,642

 
$

 
$
709,484

Other insurance revenue
 
3,781

 

 

 
3,781

Net loss and LAE
 
(138,649
)
 
(341,631
)
 
(289
)
 
(480,569
)
Commission and other acquisition expenses
 
(57,945
)
 
(164,084
)
 

 
(222,029
)
General and administrative expenses(4)
 
(8,730
)
 
(805
)
 

 
(9,535
)
Underwriting income (loss)(5)
 
$
299

 
$
1,122

 
$
(289
)
 
$
1,132

Reconciliation to net income
 
 
 
 
 
 
 
 
Net investment income and realized gains on investment
 
 
 
 
 
 
 
43,042

Interest and amortization expenses
 
 
 
 
 
 
 
(6,856
)
Amortization of intangible assets
 
 
 
 
 
 
 
(533
)
Foreign exchange losses
 
 
 
 
 
 
 
(1,921
)
Other general and administrative expenses(4)
 
 
 
 
 
 
 
(7,879
)
Income tax expense
 
 
 
 
 
 
 
(484
)
Net income
 
 
 
 
 
 
 
$
26,501

 
 
 
 
 
 
 
 
 
Net loss and LAE ratio(6)
 
67.5
%
 
67.3
%
 
 
 
67.4
%
Commission and other acquisition expense ratio(7)
 
28.2
%
 
32.3
%
 
 
 
31.1
%
General and administrative expense ratio(8)
 
4.2
%
 
0.2
%
 
 
 
2.4
%
Expense Ratio(9)
 
32.4
%
 
32.5
%
 
 
 
33.5
%
Combined ratio(10)
 
99.9
%
 
99.8
%
 
 
 
100.9
%







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 March 31,

 
2018
 
2017
Non-GAAP operating earnings attributable to Maiden common shareholders(11)
 
$
16,818

 
$
22,638

Non-GAAP basic operating earnings per common share attributable to Maiden shareholders
 
$
0.20

 
$
0.26

Non-GAAP diluted operating earnings per common share attributable to Maiden shareholders
 
$
0.20

 
$
0.26

Annualized non-GAAP operating return on average common equity(12)
 
9.3
%
 
8.7
%
Reconciliation of net income attributable to Maiden common shareholders to non-GAAP operating earnings attributable to Maiden common shareholders:
 
 
 
 
Net income attributable to Maiden common shareholders
 
$
13,727

 
$
20,490

Add (subtract):
 
 
 
 
Net realized gains on investment
 
(357
)
 
(885
)
Foreign exchange losses
 
2,407

 
1,921

Amortization of intangible assets
 
462

 
533

Divested E&S business and NGHC run-off
 
405

 
289

Non-cash deferred tax expense
 
174

 
290

Non-GAAP operating earnings attributable to Maiden common shareholders(11)
 
$
16,818

 
$
22,638

 
 
 
 
 
Weighted average number of common shares - basic
 
83,040,413

 
86,350,850

Adjusted weighted average number of common shares and assumed conversions - diluted
 
83,318,542

 
87,436,604

Reconciliation of diluted earnings per common share attributable to Maiden shareholders to non-GAAP diluted operating earnings per common share attributable to Maiden shareholders:
 
 
 
 
Diluted earnings per common share attributable to Maiden shareholders
 
$
0.16

 
$
0.23

Add (subtract):
 
 
 
 
Net realized gains on investment
 

 
(0.01
)
Foreign exchange losses
 
0.03

 
0.02

Amortization of intangible assets
 
0.01

 
0.01

Non-cash deferred tax expense
 

 
0.01

Non-GAAP diluted operating earnings per common share attributable to Maiden shareholders
 
$
0.20

 
$
0.26

 
 
 
 
 
Reconciliation of net income attributable to Maiden to non-GAAP income from operations:
 
 
 
 
Net income attributable to Maiden
 
$
22,272

 
$
26,523

Add (subtract):
 
 
 
 
Foreign exchange losses
 
2,407

 
1,921

Amortization of intangible assets
 
462

 
533

Interest and amortization expenses
 
4,829

 
6,856

Income tax expense
 
456

 
484

Net income (loss) attributable to noncontrolling interest
 
71

 
(22
)
Non-GAAP income from operations(2)
 
$
30,497

 
$
36,295






MAIDEN HOLDINGS, LTD.
NON-GAAP FINANCIAL MEASURES (Unaudited)
(In thousands of U.S. dollars, except share and per share data)
 
March 31, 2018
 
December 31, 2017
Investable assets:
 
 
 
Total investments
$
5,062,520

 
$
5,148,771

Cash and cash equivalents
73,276

 
67,919

Restricted cash and cash equivalents
87,761

 
123,584

Loan to related party
167,975

 
167,975

Total investable assets(13)
$
5,391,532

 
$
5,508,249

 
 
 
 
 
March 31, 2018
 
December 31, 2017
Capital:
 
 
 
Preference shares
$
465,000

 
$
465,000

Common shareholders' equity
692,910

 
767,174

Total Maiden shareholders' equity
1,157,910

 
1,232,174

2016 Senior Notes
110,000

 
110,000

2013 Senior Notes
152,500

 
152,500

Total capital resources(14)
$
1,420,410

 
$
1,494,674

(1)
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.
(2)
Non-GAAP income from operations is a non-GAAP financial measure defined by the Company as net income attributable to Maiden excluding foreign exchange and other gains and losses, amortization of intangible assets, interest and amortization expenses, income tax expense and 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)
Dividends on preference shares consist of $3,094 paid to Preference shares - Series A for the three months ended March 31, 2018 and 2017, $2,939 paid to Preference shares - Series C for the three months ended March 31, 2018 and 2017, and $2,512 and $0 paid to Preference shares - Series D for the three months ended March 31, 2018, respectively.
(4)
Underwriting related general and administrative expenses is a non-GAAP measure and includes expenses which are segregated for analytical purposes as a component of underwriting income.
(5)
Underwriting (loss) income is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities. Management believes that this measure is important in evaluating the underwriting performance of the Company and its segments. This measure is also a useful tool to measure the profitability of the Company separately from the investment results and is also a widely used performance indicator in the insurance industry.
(6) Calculated by dividing net loss and LAE by the sum of net premiums earned and other insurance revenue.
(7) Calculated by dividing commission and other acquisition expenses by the sum of net premiums earned and other insurance revenue.
(8) Calculated by dividing general and administrative expenses by the sum of net premiums earned and other insurance revenue.
(9) Calculated by adding together the commission and other acquisition expense ratio and the general and administrative expense ratio.
(10) Calculated by adding together the net loss and LAE ratio and the expense ratio.
(11) Non-GAAP operating earnings is a non-GAAP financial measure defined by the Company as net 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, and non-cash deferred tax expense and should not be considered as an alternative to net income. The Company's management believes that non-GAAP operating earnings is a useful indicator of trends in the Company's underlying operations. The Company's measure of non-GAAP operating earnings may not be comparable to similarly titled measures used by other companies.
(12) 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 earnings attributable to Maiden common shareholders divided by average Maiden common shareholders' equity.
(13) Investable assets is the total of the Company's investments, cash and cash equivalents and loan to a related party.
(14) Total capital resources is the sum of the Company's principal amount of debt and Maiden shareholders' equity.






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Exhibit 99.2

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

HAMILTON, Bermuda, May 8, 2018 -- 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 July 12, 2018 to shareholders of record as of July 2, 2018.

Maiden’s Board of Directors also approved the following cash dividends on its preference shares that are payable on June 15, 2018 to shareholders of record as of June 1, 2018:

Series A 8.250% 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 December 31, 2017, Maiden had $6.6 billion in assets and shareholders' equity of $1.2 billion.

CONTACT:
Bill Horning, Senior Vice President, Investor Relations
Maiden Holdings, Ltd.
Phone: 856.359.2532
E-mail: bhorning@maiden.bm