EXHIBIT INDEX
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Exhibit 99.1
PRESS RELEASE
Maiden Holdings, Ltd. Announces
Leadership Update and First Quarter 2023 Financial Results
PEMBROKE, Bermuda, May 9, 2023 - Maiden Holdings, Ltd. (NASDAQ: MHLD) ("Maiden" or the "Company") today reported an update on its leadership team along with its first quarter 2023 results.
Leadership Update
The Company reported that its Board of Directors had named Patrick J. Haveron its sole Chief Executive Officer and Lawrence F. Metz was named Executive Vice Chairman while remaining as Group President. Mr. Haveron will continue as the Company’s Chief Financial Officer. Barry D. Zyskind, Maiden’s Chairman of the Board, commented on the leadership changes: “As our Board evaluated Maiden’s requirements as we continue to advance and further develop our strategies, the Board concluded a reversion to a more traditional leadership structure was in order. As we look to develop an increased operating profile building for the long term, the Board recognized Pat’s significant leadership, experience and aptitude in these areas in becoming the sole CEO. While continuing his executive duties, Larry's appointment as Executive Vice Chairman of our Board recognizes his many contributions during his time with Maiden, particularly during the Company’s most challenging period. We look forward to both of their continuing contributions as we move ahead.”
First Quarter 2023 Results
Maiden reported a net loss attributable to Maiden common shareholders of $11.3 million or $0.11 per diluted common share for the first quarter of 2023 compared to net income available to Maiden common shareholders of $1.6 million or $0.02 per diluted common share in the first quarter of 2022.
Non-GAAP operating loss(5) was $7.9 million or $0.08 per diluted common share for the first quarter of 2023 compared to non-GAAP operating loss of $6.9 million or $0.08 per diluted common share for the same period in 2022.
Maiden's book value per common share(1) was $2.66 at March 31, 2023 compared to $2.80 at December 31, 2022. Adjusted for the unamortized deferred gain on ceded retroactive reinsurance of $47.0 million at March 31, 2023, the Company's adjusted book value per common share(2) was $3.12 at March 31, 2023.
Patrick J. Haveron, Maiden’s Chief Executive Officer commented on the first quarter of 2023 financial results: “First quarter results were impacted by an underwriting loss in both our AmTrust Reinsurance and Diversified segments. The AmTrust Reinsurance segment reported an underwriting loss of $6.3 million which was largely the result of adverse prior year loss development of $2.9 million during the quarter as adverse development in Auto Liability and Specialty programs were the principal drivers of the results. In addition, while smaller than last year, continuing negative premium adjustments from the run-off of our terminated AmTrust reinsurance contracts contributed $3.9 million to the underwriting loss. Our GLS unit reported a small loss, largely reflecting adjustments to a previously recognized gain on acquisition of certain assets.”
“Book value was reduced by $0.05 per common share in the first quarter from the adoption of a new accounting standard for credit losses which we generally expect to not recur. In addition, while first quarter expenses are traditionally higher compared to the balance of the year, operating expenses were 7.1% lower on a year-over-year basis for the first quarter and we expect them to return to a significantly lower trajectory over the remainder of 2023.”
Mr. Haveron added, “As interest rates continue to rise, with 32.3% of our fixed income investments now in floating rate securities, we are seeing the benefit from the rise in interest rates on our financial statements, as net investment income increased by $3.0 million or 45.3% compared to last year's first quarter. As noted in our last report, the market environment has led to a more measured pace of deployment of new alternative investment opportunities, and we are adjusting our investment focus accordingly. Our alternative asset portfolio decreased by 3% during the first quarter, and the slower pace of deployment reflects the challenging market conditions, particularly the continued repricing of fixed income assets, which affords us the opportunity to focus on income producing, lower risk assets at more attractive yields. While our alternative portfolio returns were marginally positive in the first quarter, we are confident our asset management strategy remains on track to achieve its
targeted long-term returns.”
“Finally, our consolidated balance sheet at March 31, 2023 does not reflect $1.18 in net U.S. deferred tax assets which still maintains a full valuation allowance. While the ongoing adverse reserve development experienced may impact the timing related to ultimately recognizing this asset, we believe the factors that will enable us to ultimately recognize these tax assets in the future continues to accumulate, particularly with our asset portfolio producing more current income.”
Mr. Haveron concluded, “The authorization by our Board for the repurchase of senior notes adds another avenue by which we can create additional shareholder value. We expect to deploy this authorization in a disciplined and prudent manner. We also continue to closely evaluate our strategies as we look to build a more consistent base of revenue and profits.”
Consolidated Results for the Quarter Ended March 31, 2023
Net loss attributable to Maiden common shareholders for the three months ended March 31, 2023 was $11.3 million, compared to net income available to Maiden common shareholders of $1.6 million for the same respective period in 2022. Net income available to Maiden common shareholders for the three months ended March 31, 2022 included a gain of $3.5 million for preference shares repurchases in 2022. Excluding the gain on the repurchase of preference shares in 2022, our net loss was $11.3 million for the three months ended March 31, 2023 compared to a net loss of $1.9 million for the same period in 2022 largely due to the following:
•underwriting loss(4) of $8.3 million in the first quarter of 2023 compared to underwriting loss of $1.7 million in the same period in 2022. The decrease in underwriting results was largely due to:
•adverse prior year loss development of $3.7 million in the first quarter of 2023 compared to favorable prior year loss development of $7.3 million during the same period in 2022; and
•on a current accident year basis, underwriting loss of $4.6 million for the three months ended March 31, 2023 compared to underwriting loss of $8.9 million for the same period in 2022, largely due to lower negative premium adjustments reported by AmTrust in the first quarter of 2023 as compared to the same period in 2022.
•foreign exchange and other losses of $2.8 million during the three months ended March 31, 2023, compared to foreign exchange and other gains of $3.9 million for the same period in 2022.
These unfavorable movements were partly offset by the following favorable results:
•total income from investment activities was $10.5 million for the three months ended March 31, 2023 compared to $10.1 million for the same period in 2022 which was comprised of:
•net investment income of $9.5 million for the three months ended March 31, 2023 compared to $6.6 million for the same period in 2022;
•net realized and unrealized investment gains of $1.0 million for the three months ended March 31, 2023 compared to net realized and unrealized investment gains of $2.3 million for the same period in 2022; and
•interest in loss of equity method investments of $0.1 million for the three months ended March 31, 2023 compared to income of $1.3 million for the same period in 2022.
•corporate general and administrative expenses decreased to $7.0 million for the three months ended March 31, 2023 compared to $8.3 million for the same period in 2022.
Net premiums written for the three months ended March 31, 2023 were $0.8 million compared to $(10.3) million for the same period in 2022 largely due to lower negative cession adjustments in the first quarter of 2023. Negative net written premiums in the AmTrust Reinsurance segment were $6.0 million in the three months ended March 31, 2023 compared to negative premiums of $14.9 million for the same period in 2022. Net premiums written in both periods were impacted by higher-than-expected negative premium adjustments ("AmTrust Cession Adjustments"). For the three months ended March 31, 2023, the negative gross and net premiums written reflect AmTrust Cession Adjustments of $6.1 million due to the cancellation of cases in a certain program within Specialty Risk and Extended Warranty. Negative premiums written in the three months ended March 31, 2022 reflect AmTrust Cession Adjustments of $15.8 million related to the following items:
•$11.0 million of premium reductions on Workers Compensation policy surcharges in Small Commercial Business subsequent to the termination of the AmTrust Quota Share; and
•$4.8 million of premium reductions to AmTrust's inuring reinsurance for certain programs in Specialty Risk and Extended Warranty which reduced the amount of premium ceded to Maiden.
Net premiums written in the Diversified Reinsurance segment increased by $2.2 million for the three months ended March 31, 2023 compared to the same period in 2022 due to growth in direct premiums for Credit Life programs written by wholly owned Swedish subsidiaries Maiden Life Försäkrings AB ("Maiden LF") and Maiden General Försäkrings AB ("Maiden GF").
Net premiums earned increased by $7.9 million for the three months ended March 31, 2023 compared to the same period in 2022 largely due to considerably lower cession adjustments compared to the AmTrust Cession Adjustments made in the AmTrust Reinsurance segment during the first quarter of 2022.
Net investment income increased by $3.0 million or 45.3% for the three months ended March 31, 2023 compared to the same period in 2022, primarily due to an increase in annualized average book yields from fixed income assets to 3.7% for the three months ended March 31, 2023 compared to 1.7% for the same period in 2022. Our fixed income assets include available-for-sale ("AFS") securities, cash and restricted cash, funds withheld receivable, and loan to related party. These amounts are an average of the amounts disclosed in our quarterly U.S. GAAP consolidated financial statements.
The increase in annualized average book yields on fixed income assets to 3.7% for the three months ended March 31, 2023 compared to 1.7% for the same period in 2022 was partly driven by a shorter duration on our fixed income portfolio combined with 32.3% of our fixed income investments as of March 31, 2023 invested in floating rate assets which enabled us to take advantage of a higher interest rate environment by reinvesting at higher yields more quickly. Also, interest income on funds withheld and related party loans have increased since these assets carry periodically adjusted interest rates and have directly benefited from the recent rise in interest rates. The decline in fixed income assets by 33.1% was due to continued run-off of our reinsurance liabilities previously written on prospective risks, resulting in significant negative operating cash flows as we run-off our existing reinsurance liabilities.
Net realized and unrealized investment gains for the three months ended March 31, 2023 were $1.0 million compared to gains of $2.3 million for the same period in 2022. This included net realized and unrealized investment gains on alternative investments of $1.0 million for the three months ended March 31, 2023 compared to net unrealized gains of $1.1 million for the same period in 2022.
Net loss and LAE increased by $12.1 million during the three months ended March 31, 2023 compared to the same period in 2022. Net loss and LAE for the first quarter of 2023 was impacted by net adverse prior year reserve development of $3.7 million compared to net favorable prior year reserve development of $7.3 million during the first quarter of 2022. The AmTrust Reinsurance segment produced adverse prior year loss development of $2.9 million in the first quarter of 2023 compared to favorable development of $5.1 million for the same period in 2022. The Diversified Reinsurance segment produced adverse prior year loss development of $0.8 million in the first quarter of 2023, compared to favorable prior year development of $2.2 million in 2022, mostly due to development in other runoff business lines.
Commission and other acquisition expenses increased to $4.2 million for the three months ended March 31, 2023 compared to $2.5 million for the same respective period in 2022 due to lower earned premium adjustments in the current period. This was the result of lower AmTrust Cession Adjustments made during the first quarter of 2023 compared to the same period in 2022 which resulted in a corresponding increase in commission costs and brokerage fees.
Total general and administrative expenses decreased by $0.8 million, or 7.1% for the three months ended March 31, 2023, compared to the same respective period in 2022 primarily due to lower stock-based incentive compensation costs incurred.
Operating Results for the three months ended March 31, 2023
In addition to other adjustments, management adjusts reported GAAP net loss and underwriting results by excluding incurred losses and LAE covered by the Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") with Cavello Bay Reinsurance Ltd. ("Cavello"), a subsidiary of Enstar Group Limited. Such losses are fully recoverable from Cavello, and therefore adjusting for these losses shows the ultimate economic benefit of the LPT/ADC Agreement to Maiden.
Non-GAAP operating loss was $7.9 million or $0.08 per diluted common share for the first quarter of 2023 compared to non-GAAP operating loss of $6.9 million or $0.08 per diluted common share for the first quarter of 2022. Adjusted to include net realized and unrealized investment gains and an interest in loss or income of equity method investments which are recurring parts of investment results with the Company’s underwriting activities in run-off, non-GAAP operating loss were $6.9 million or $0.07 per diluted common share for the first quarter of 2023, compared to non-GAAP operating loss of $3.4 million or $0.04 per diluted common share for the first quarter of 2022.
The unamortized deferred gain on retroactive reinsurance under the LPT/ADC Agreement with Cavello was $47.0 million as of March 31, 2023, an increase of $1.6 million compared to $45.4 million at December 31, 2022. Adjusted for the increase in the deferred gain under the LPT/ADC Agreement of $1.6 million during the three months ended March 31, 2023, the non-GAAP underwriting loss(9) was $6.7 million. This compared to a non-GAAP underwriting loss of $2.7 million when adjusted for the decrease in the deferred gain under the LPT/ADC Agreement of $1.0 million during the three months ended March 31, 2022.
The non-GAAP underwriting loss in both respective periods included underwriting results in the AmTrust Reinsurance segment not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share with losses occurring after December 31, 2018, as well as loss development under the European Hospital Liability Quota Share. Also, it included an
underwriting loss in the Diversified Reinsurance segment of $2.0 million for the three months ended March 31, 2023 compared to underwriting income of $1.5 million for the same period in 2022.
Please refer to the Non-GAAP Financial Measures tables in this earnings release for additional information on these non-GAAP financial measures and reconciliation of these measures to the appropriate GAAP measures.
Quarterly Report on Form 10-Q for the Period Ended March 31, 2023 and Other Financial Matters
The Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023 was filed with the U.S. Securities and Exchange Commission on May 9, 2023. Additional information on the matters reported in this news release along with other required disclosures can be found in that filing.
On May 3, 2023, the Company's Board of Directors approved the repurchase, including the repurchase by Maiden Reinsurance in accordance with its investment guidelines, of up to $100.0 million of the Company's Senior Notes from time to time at market prices in open market purchases or as may be privately negotiated.
Total assets were $1.8 billion at March 31, 2023 and decreased by $90.8 million compared to December 31, 2022. Shareholders' equity was $270.8 million at March 31, 2023 compared to $284.6 million at December 31, 2022.
Adjusted shareholders' equity(2) was $317.8 million at March 31, 2023 compared to $330.0 million at December 31, 2022, which includes an unamortized deferred gain under the LPT/ADC Agreement of $47.0 million at March 31, 2023 and $45.4 million at December 31, 2022.
As of March 31, 2023, GLS and its subsidiaries have insurance related liabilities assumed through retroactive reinsurance contracts of $31.7 million including total reserves of $25.0 million, an underwriting-related derivative liability of $4.0 million, net deferred gains on retroactive reinsurance of $2.3 million and reinsurance losses payable of $0.4 million.
The Company's wholly owned subsidiary, Maiden Holdings North America, Ltd., holds net operating loss carryforwards ("NOLs") which were $296.8 million as of March 31, 2023. These NOLs, in combination with additional net deferred tax assets primarily related to our insurance liabilities, result in a net U.S. deferred tax asset (before valuation allowance) of $120.3 million or $1.18 per common share as of March 31, 2023. The net deferred tax assets are not presently recognized on the Company’s balance sheet as a full valuation allowance is carried against them.
The Company no longer presents certain non-GAAP measures such as combined ratio and its related components in its news release or quarterly reports, as it believes that as the run-off of its reinsurance portfolios progresses, such ratios are increasingly not meaningful and of less value to readers as they evaluate our financial results.
Quarterly Dividends
The Company's Board of Directors did not authorize any quarterly dividends on its common shares during the three months ended March 31, 2023 and 2022.
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007. Maiden creates shareholder value by actively managing and allocating our assets and capital, including through ownership and management of businesses and assets mostly in the insurance and related financial services industries where we can leverage our deep knowledge of those markets. Maiden also provides a full range of legacy services to small insurance companies, particularly those in run-off or with blocks of reserves that are no longer core to those companies' operations, working with clients to develop and implement finality solutions including acquiring entire companies that enable our clients to meet their capital and risk management objectives.
(1)(2)(4)(5)(9) Please refer to the Non-GAAP Financial Measures tables for additional information on these non-GAAP financial measures and reconciliation of these measures to GAAP measures.
Special Note about Forward Looking Statements
Certain statements in this press release, other than purely historical information, including estimates, projections, statements relating to the Company’s business plans, objectives and expected operating results and the assumptions upon which those statements are based are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include general statements both with respect to the Company and the insurance industry and generally are identified with the words "anticipate", "believe", "expect", "predict", "estimate", "intend", "plan", "project", "seek", "potential", "possible", "could", "might", "may", "should", "will", "would", "will be", "will continue", "will likely result" and similar expressions. In light of the risks and uncertainties inherent in all forward-looking statements, the inclusion of such statements in this press release should not be considered as a representation by the Company or any other person that the Company’s objectives or plans or other matters described in any forward-looking statement will be achieved. These statements are based on current plans, estimates, assumptions and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore, you should not place undue reliance on them. Important factors that could cause actual results to differ materially from those in such forward-looking statements are set forth in Item 1A "Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. COVID-19 triggered a period of increased volatility with respect to global economic conditions. During the year ended December 31, 2022, inflation became unusually high in many parts of the world, and central banks in the U.S. and other countries aggressively raised interest rates to counter inflation by slowing economic activity. Monetary policy tightening actions are ongoing at December 31, 2022, and their long-term impact on financial markets and the real economy is currently uncertain. Please also see additional risks described in "Part I, Item 1A, Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022.
The Company cautions that the list of important risk factors in its Annual Report on Form 10-K for the year ended December 31, 2022 is not intended to be and is not exhaustive. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law, and all subsequent written and oral forward-looking statements attributable to the Company or individuals acting on the Company’s behalf are expressly qualified in their entirety by this paragraph. If one or more risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, the Company’s actual results may vary materially from what was projected. Any forward-looking statements in this press release reflect the Company’s current view with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth, strategy and liquidity. Readers are cautioned not to place undue reliance on the forward-looking statements which speak only as of the dates of the documents in which such statements were made.
Any discrepancies between the amounts included in the results of operations discussion and the consolidated financial statement tables are due to rounding.
CONTACT:
FGS Global
Maiden@fgsglobal.com