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Maiden Re(MHLD) - 2019 Q3 - Quarterly Report
2019-11-12 21:43
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Commission File No. 001-34042 MAIDEN HOLDINGS, LTD. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 94 Pitts Bay Road Pembroke FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fo ...
Maiden Re(MHLD) - 2019 Q2 - Quarterly Report
2019-08-09 20:06
PART I - Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The financial statements for H1 2019 reflect a company in significant transition, with total assets decreasing and a net loss of $52.0 million [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Summary (as of June 30, 2019 vs. Dec 31, 2018) | Metric | June 30, 2019 ($ thousands) | Dec 31, 2018 ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Investments | 3,000,029 | 4,090,965 | (26.7)% | | Total Assets | 4,598,556 | 5,287,460 | (13.0)% | | Total Liabilities | 4,007,984 | 4,732,544 | (15.3)% | | Total Equity | 590,572 | 554,916 | 6.4% | - The significant decrease in total assets and liabilities is primarily due to the strategic restructuring, including the termination of the AmTrust Quota Share agreement, which led to a large reduction in unearned premiums and related assets[10](index=10&type=chunk)[101](index=101&type=chunk) - Total equity increased despite a net loss, driven by a significant positive swing in Accumulated Other Comprehensive Income from **$(65.6) million** to **$21.2 million**, reflecting unrealized gains on the investment portfolio[10](index=10&type=chunk) [Condensed Consolidated Statements of Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Income Statement Highlights (Six Months Ended June 30) | Metric | 2019 ($ thousands) | 2018 ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net Premiums Earned | 317,088 | 1,021,201 | (68.9)% | | Total Revenues | 394,721 | 1,094,032 | (63.9)% | | Net (Loss) Income from Continuing Operations | (29,999) | 6,813 | N/A | | (Loss) Income from Discontinued Operations | (22,050) | 18,210 | N/A | | Net (Loss) Income | (52,049) | 25,023 | N/A | | Basic & Diluted (Loss) Earnings Per Share | $(0.63) | $0.09 | N/A | - The dramatic drop in Net Premiums Earned is a direct result of the termination of the AmTrust Quota Share and the sale of the U.S. treaty reinsurance operations[12](index=12&type=chunk)[26](index=26&type=chunk)[101](index=101&type=chunk) - The company swung to a significant net loss, driven by both a loss from continuing operations and a substantial loss from discontinued operations related to the sale of its U.S. business[12](index=12&type=chunk)[92](index=92&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (Six Months Ended June 30) | Activity | 2019 ($ thousands) | 2018 ($ thousands) | | :--- | :--- | :--- | | Net Cash (Used in) Provided by Operating Activities | (503,657) | 56,104 | | Net Cash Provided by Investing Activities | 630,908 | 22,200 | | Net Cash Used in Financing Activities | (13) | (42,208) | - Operating cash flow turned sharply negative, primarily due to a **$459.2 million** decrease in unearned premiums related to the termination of the AmTrust Quota Share[17](index=17&type=chunk)[101](index=101&type=chunk) - Investing activities provided significant cash inflow of **$630.9 million**, driven by proceeds from sales of fixed-maturity securities exceeding purchases, likely to fund operational needs and strategic transactions[17](index=17&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail significant corporate actions including U.S. operations sale, AmTrust Quota Share termination, and de-risking transactions - As part of a strategic review, the company sold its U.S. treaty reinsurance operations (Maiden US) to Enstar and terminated its significant quota share agreements with AmTrust[24](index=24&type=chunk)[26](index=26&type=chunk) - The company and its subsidiary Maiden Bermuda failed to meet their Enhanced Capital Requirement (ECR) as of **Dec 31, 2018**, prompting a series of remediation measures[23](index=23&type=chunk) - Subsequent to quarter-end, on **July 31, 2019**, the company entered into a Loss Portfolio Transfer and Adverse Development Cover (LPT/ADC) agreement with Enstar to assume liabilities from the AmTrust Quota Share in excess of a **$2.18 billion** retention[133](index=133&type=chunk) - Also on **July 31, 2019**, the company entered into a Commutation and Release Agreement with AmTrust to assume all reserves for specific California and New York workers' compensation business in exchange for a payment of **$312.8 million**[140](index=140&type=chunk)[141](index=141&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's transformation, including U.S. operations sale and AmTrust contract termination [Results of Operations](index=46&type=section&id=Results%20of%20Operations) For Q2 2019, the company reported a net loss of $15.4 million, driven by discontinued operations and higher underwriting loss Consolidated Performance (Three Months Ended June 30) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Net (Loss) Attributable to Common Shareholders | $(15,413) thousand | $(5,913) thousand | | Underwriting Loss | $(39,131) thousand | $(32,035) thousand | | Net Loss and LAE Ratio | 90.2% | 73.1% | | Expense Ratio | 46.4% | 35.0% | | Combined Ratio | 136.6% | 108.1% | - The higher net loss in Q2 2019 was primarily driven by a **$18.7 million** loss from discontinued operations and an increased underwriting loss, which was impacted by adverse prior year loss development of **$26.0 million**[177](index=177&type=chunk)[178](index=178&type=chunk) [Underwriting Results by Reportable Segment](index=51&type=section&id=Underwriting%20Results%20by%20Reportable%20Segment) Diversified Reinsurance improved profitability, while AmTrust Reinsurance, now in run-off, reported a substantial underwriting loss Diversified Reinsurance Segment - Q2 Performance | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Underwriting Income (Loss) | $490 thousand | $(174) thousand | | Net Premiums Written | $8,718 thousand | $29,717 thousand | | Combined Ratio | 97.9% | 100.6% | AmTrust Reinsurance Segment - Q2 Performance | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Underwriting Loss | $(39,645) thousand | $(31,861) thousand | | Net Premiums Written | $(9,127) thousand | $491,311 thousand | | Combined Ratio | 135.5% | 106.7% | [Liquidity and Capital Resources](index=56&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity was strained with negative operating cash flow, but post-quarter transactions improved capital ratios - The company experienced negative operating cash flow of **$503.7 million** in H1 2019, compared to positive **$56.1 million** in H1 2018, due to the termination of the AmTrust Quota Share[236](index=236&type=chunk)[237](index=237&type=chunk) - As a result of remediation measures, including the LPT/ADC Agreement with Enstar and the Commutation with AmTrust, the Company and Maiden Bermuda met and exceeded their respective ECR ratios as of **July 31, 2019**[230](index=230&type=chunk) - The company has voluntarily undertaken with the Bermuda Monetary Authority (BMA) not to make any capital distributions, including common or preference share dividends, without the BMA's express consent[231](index=231&type=chunk) - The duration of the investment portfolio (**3.1 years**) was shorter than the duration of loss reserves (**3.9 years**) as of **June 30, 2019**, a gap expected to narrow following the LPT and commutation agreements[249](index=249&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=60&type=page&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risks include interest rate, credit, and foreign exchange, with significant exposure to interest rate fluctuations Interest Rate Sensitivity Analysis (as of June 30, 2019) | Hypothetical Change in Interest Rates | Estimated Change in Fair Value ($ thousands) | Hypothetical % (Decrease) Increase in Shareholders' Equity | | :--- | :--- | :--- | | 100 basis point increase | (117,992) | (20.0)% | | 100 basis point decrease | 110,066 | 18.6% | - The company's fixed maturity investment portfolio is high quality, with **99.1%** of securities rated investment grade as of **June 30, 2019**[253](index=253&type=chunk)[275](index=275&type=chunk) - Significant counterparty credit risk exists with AmTrust related to funds withheld receivables totaling over **$633 million** and a **$168 million** loan[274](index=274&type=chunk)[279](index=279&type=chunk) [Item 4. Controls and Procedures](index=61&type=page&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2019, with no material changes to internal controls - The CEO and CFO concluded that as of the end of the reporting period, the company's disclosure controls and procedures were effective[284](index=284&type=chunk) - No changes in internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting occurred during the quarter[285](index=285&type=chunk) PART II - Other Information [Item 1. Legal Proceedings](index=62&type=page&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal proceedings, including a putative class action complaint alleging misrepresentations - A putative class action complaint was filed against Maiden Holdings and certain officers on **February 11, 2019**, alleging violations of the Exchange Act by making misrepresentations about the company's business, risk management, and underwriting policies[125](index=125&type=chunk) [Item 1A. Risk Factors](index=62&type=page&id=Item%201A.%20Risk%20Factors) No material changes from the risk factors disclosed in the 2018 Form 10-K were reported - No material changes from the risk factors disclosed in the 2018 Form 10-K were reported[288](index=288&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=62&type=page&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company has a share repurchase program with $74.2 million remaining authorization, but no shares were repurchased in Q2 2019 - No shares were repurchased under the company's publicly announced share repurchase plan in the three months ended **June 30, 2019** The remaining authorization is **$74.2 million**[290](index=290&type=chunk)[291](index=291&type=chunk)
Maiden Re(MHLD) - 2019 Q1 - Quarterly Report
2019-05-10 20:45
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File No. 001-34042 MAIDEN HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Bermuda (State or other jurisdi ...
Maiden Re(MHLD) - 2018 Q4 - Annual Report
2019-03-14 21:39
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 OR Commission File Number: 001-34042 MAIDEN HOLDINGS, LTD. (Exact Name of Registrant As Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) Bermuda 98-0570192 94 Pitts Bay Road Pembroke HM 08, Bermuda (Address of Principal Exec ...