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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):
March 10, 2025 (March 10, 2025)
MAIDEN HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-34042 | | 98-0570192 |
(State or other jurisdiction of incorporation) | |
(Commission File Number) | |
(IRS Employer Identification No.) |
48 Par-La-Ville Road, Suite 1141 Hamilton HM11, 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:
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| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| | ☐ | 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 ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading symbol(s) | | Name of Each Exchange on Which Registered |
| Common Shares, par value $0.01 per share | | MHLD | | NASDAQ Capital Market |
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| Item 2.02 | Results of Operations and Financial Condition. |
On March 10, 2025, the Company issued a press release announcing its results of operations for the three and twelve months ended December 31, 2024. 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.
On March 10, 2025, the Company posted the Maiden Holdings, Ltd. Investor Update Presentation, March 2025 via its investor relations website at https://www.maiden.bm/investor_relations, which presentation is included as Exhibit 99.3 to this Current Report on Form 8-K.
The information under Item 7.01 and the Investor Presentation included to this Form 8-K as Exhibit 99.3 shall be deemed to be “furnished” and 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
On March 10, 2025, the Company issued a press release announcing its results of operations for the three and twelve months ended December 31, 2024 via its investor relations website at https://www.maiden.bm/investor_relations, which press release is included as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibit
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| Exhibit | | |
| No. | | Description |
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| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
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.
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| Date: | March 10, 2025 | MAIDEN HOLDINGS, LTD. |
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| | | By: | /s/ Lawrence F. Metz |
| | | | Lawrence F. Metz
Executive Vice Chairman and Group President |
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EXHIBIT INDEX
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| Exhibit | | |
| No. | | Description |
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| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
Exhibit 99.1
PRESS RELEASE
Maiden Holdings, Ltd. Announces
Fourth Quarter 2024 Financial Results and
Updates on Strategic Transactions
PEMBROKE, Bermuda, March 10, 2025 - Maiden Holdings, Ltd. (NASDAQ: MHLD) ("Maiden" or the "Company") today reported its results for the fourth quarter of 2024 along with updates on its recently announced strategic transactions, which included the following key developments:
•On December 29, 2024, the Company entered into a combination agreement (the "Kestrel Agreement") with the Kestrel Group to form a new, publicly listed specialty program group.
•On November 29, 2024, the Company entered into a Stock Purchase Agreement to sell its Swedish subsidiaries, Maiden General Försäkrings ("Maiden GF") and Maiden Life Försäkrings (“Maiden LF”) to an expanding group of international insurance and reinsurance companies headquartered in London. Maiden GF and Maiden LF were the principal operating subsidiaries of the Company’s International Insurance Services (“IIS”) platform.
•Both announced transactions are proceeding, as applicable, through the necessary shareholder and regulatory approval processes and the Company presently targets completing both of these transactions during the second quarter of 2025.
•Book value per common share(1) decreased 81.5% to $0.46 and adjusted book value per common share(2) decreased 52.4% to $1.52 per common share at December 31, 2024 compared to book values recorded at December 31, 2023.
•Net loss attributable to Maiden common shareholders of $158.0 million or $1.59 per diluted common share for the fourth quarter of 2024.
•Adjusted non-GAAP operating loss(10) of $151.9 million or $1.53 per diluted common share for the fourth quarter of 2024 which was adjusted to include net realized and unrealized investment losses and an interest in loss of equity method investments which are recurring parts of investment results with the Company's underwriting activities in run-off.
•An underwriting loss of $161.3 million for the fourth quarter of 2024 compared to an underwriting loss of $21.1 million in the same period in 2023 largely due to adverse prior year loss development ("PPD") of $129.4 million in the fourth quarter of 2024 compared to adverse PPD of $22.2 million during the same period in 2023.
•The Company's AmTrust Reinsurance segment had adverse PPD of $123.3 million in the fourth quarter of 2024 compared to adverse PPD of $21.7 million for the fourth quarter of 2023. Of the total adverse PPD experienced in this segment for the fourth quarter of 2024, $42.0 million is recoverable under the LPT/ADC Agreement and will be recognized as future GAAP income over time as recoveries are received and subject to the applicable GAAP accounting rules.
•The fourth quarter underwriting loss includes $24.3 million in charges related to the resolution of disputed ceded collected premium balances with AmTrust effective as of December 31, 2024.
•Deferred gain on the Company's Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") with Cavello Bay Reinsurance Limited ("Cavello") increased to $105.0 million at December 31, 2024, due to adverse PPD, which is recoverable over time as future GAAP income.
•Amortization of the deferred gain was $4.1 million since cumulative paid losses have now exceeded the retention under the LPT/ADC Agreement. Recoveries under the LPT/ADC Agreement were $20.8 million in the fourth quarter of 2024.
•Investment results decreased to $4.1 million for the fourth quarter of 2024 compared to $14.6 million in fourth quarter of 2023 reflecting the impact of alternative investment sales during 2024 and lower income from restricted cash and investments as the associated liabilities continue to run-off.
•Excluding non-recurring expenses, Maiden's adjusted operating expenses increased 1.1% to $7.14 million for the three months ended December 31, 2024, compared to $7.06 million for the same period in 2023.
•Deferred tax asset of $1.59 per common share has not yet been recognized in book value per share, with approximately 17% of net operating loss ("NOL") carryforwards having no expiry date.
Patrick J. Haveron, Maiden’s Chief Executive Officer, commented on the fourth quarter and year end 2024 financial results: "As 2024 closed, Maiden took decisive steps to set a new path forward while completing a comprehensive review of our reserves and taking additional steps to increase confidence in our balance sheet as we look forward to our combination with Kestrel. We believe that Kestrel’s balance sheet light, fee revenue model will enable Maiden to realize our vision of delivering a strong fee-based insurance platform while selectively deploying underwriting capacity to optimize returns for shareholders. Along with our earlier announcement to divest our IIS platform, this transaction provides additional support to the strategic pivot we communicated to our shareholders and the market in 2024."
"While the fourth quarter charges which underpinned our fourth quarter results were in line with our pre-announcement, they are the conclusion of a challenging year for Maiden. We believe these steps enhance the stability of our balance sheet and we enter 2025 with renewed confidence, as we look forward to partnering with Terry and Luke Ledbetter and the Kestrel team."
"As we work to complete these critical strategic transactions, we continue to evaluate additional steps to further reduce our alternative investment portfolio. We have not made and do not expect to make any new commitments to alternative investment opportunities and continue to evaluate additional paths to further reducing this portfolio. It’s notable that our completed investments of $153.1 million to date, many of which were sold at dates earlier than anticipated to accommodate our strategic pivot, have to date produced an internal rate of return of 8.7% and a multiple of capital of 1.19x, above our targeted returns. These results give us confidence that the remainder of this portfolio will continue to deliver the returns we originally set out to achieve."
Mr. Haveron added, "Despite the adverse loss development that has significantly impacted our GAAP income statement, particularly in 2024, it’s important to underscore that a portion of this volatility is expected to be temporary as a significant portion will be covered by our LPT/ADC Agreement. Approximately $42.0 million or 32% and $64.3 million or 42% of the total reported adverse PPD for the three and twelve months ended December 31, 2024, respectively, is expected to be covered by the LPT/ADC Agreement and ultimately return over time to Maiden as future GAAP income, subject to the applicable GAAP accounting rules. During the fourth quarter, as we commenced recoveries under the LPT/ADC Agreement, we began amortizing the deferred gain on our balance sheet back into GAAP income which was $4.1 million during the fourth quarter and we expect the level of amortization of the deferred gain to increase appreciably during 2025."
"As the benefits of the LPT/ADC Agreement are amortized though our GAAP income statement, it once again reinforces why adjusted book value, which includes the $105.0 million deferred gain presently on the balance sheet, is a key metric in evaluating Maiden’s value, and we still have an additional $45.9 million in available limit to absorb development on potential future covered losses should it occur in the future."
"Including the reserving actions taken during 2024 and in the fourth quarter in particular, as part of our continuing efforts to further stabilize the balance sheet, we continue to pursue finality solutions to resolve the AmTrust liabilities not covered by the LPT/ADC Agreement with Cavello, including through third parties. It’s important to note there can be no assurance that we will identify and execute acceptable and/or cost-effective finality solutions."
Mr. Haveron concluded, "Finally, during the fourth quarter and prior to our announcement of the transaction with Kestrel, we continued our long-term capital management strategy and repurchased 383,355 common shares at an average price per share of $1.57 under our share repurchase plan. We suspended our repurchase program concurrently with our announcement of the agreement with Kestrel."
Consolidated Results for the Quarter Ended December 31, 2024
Net loss for the three months ended December 31, 2024 was $158.0 million compared to a net loss of $20.8 million for the three months ended December 31, 2023 largely due to the following:
•higher underwriting loss(4) of $161.3 million in the fourth quarter of 2024 compared to an underwriting loss of $21.1 million during the same respective period in 2023 which was impacted by:
•adverse PPD of $129.4 million in the fourth quarter of 2024 compared to adverse PPD of $22.2 million during the same period in 2023 detailed as follows:
•The AmTrust Reinsurance segment had adverse PPD of $123.3 million in the fourth quarter of 2024 compared to adverse PPD of $21.7 million for the fourth quarter of 2023; and
•The Diversified Reinsurance segment had adverse PPD of $6.0 million in the fourth quarter of 2024 compared to adverse PPD of $0.5 million for the fourth quarter of 2023.
•on a current accident year basis, underwriting loss of $32.0 million for the three months ended December 31, 2024 compared to an underwriting income of $1.1 million for the same period in 2023. This
is primarily due to $24.3 million in charges related to the resolution of disputed uncollectible ceded premium balances with AmTrust.
•lower total income from investment activities of $4.1 million for the three months ended December 31, 2024 compared to $14.6 million during the same respective period in 2023, primarily due to continued negative operating cash flows due to settlement of claim payments to AmTrust as we run-off existing reinsurance liabilities in the AmTrust Reinsurance segment, the sale of certain of the Company's alternative investments earlier in 2024 and lower unrealized gains on certain securities, which was comprised of:
•net investment income of $6.0 million for the three months ended December 31, 2024 compared to $8.3 million for the same period in 2023;
•net realized and unrealized investment losses of $0.8 million for the three months ended December 31, 2024 compared to net realized and unrealized investment gains of $5.5 million for the same period in 2023; and
•interest in loss of equity method investments of $1.1 million for the three months ended December 31, 2024 compared to income of $0.9 million for the same period in 2023.
•corporate general and administrative expenses increased to $6.2 million for the three months ended December 31, 2024 compared to $4.2 million for the same respective period in 2023, primarily due to expenses related to significant and ongoing strategic initiatives pursued by the Company, including the Company's recently announced business combination with Kestrel; partly offset by:
•foreign exchange and other gains of $10.9 million for the three months ended December 31, 2024 compared to foreign exchange and other losses of $4.9 million for the same respective period in 2023, as the U.S. dollar strengthened against both the Euro and the British pound.
Net premiums written for the three months ended December 31, 2024 were $7.6 million compared to $6.9 million for the same period in 2023.
Net premiums written in the Diversified Reinsurance segment increased by $1.6 million or 22.4% for the three months ended December 31, 2024 compared to the same period in 2023 due to growth in direct premiums for Credit Life programs written by wholly owned Swedish subsidiaries Maiden LF and Maiden GF.
Net premiums written in the AmTrust Reinsurance segment decreased by $0.9 million for the three months ended December 31, 2024 compared to the same period in 2023 in connection with the termination of the reinsurance agreements with AmTrust.
Net premiums earned increased by $0.1 million for the three months ended December 31, 2024 compared to the same period in 2023 due to higher earned premiums in Diversified Reinsurance.
Other insurance expense for the three months ended December 31, 2024 includes $24.3 million in charges related to the resolution of disputed uncollected ceded premium balances with AmTrust.
Net investment income decreased by $2.3 million or 27.2% for the three months ended December 31, 2024 compared to the same period in 2023 primarily due to lower interest income earned on the Company's funds withheld receivable which decreased by $1.5 million in the fourth quarter of 2024 compared to the same period in 2023 as the AmTrust funds withheld receivable was fully exhausted in the third quarter 2024 as reinsurance liabilities related to that contract continue to run-off.
Average aggregate fixed income assets decreased by 24.3% due to the continued run-off of the Company's reinsurance liabilities previously written on prospective risks. The decrease in net investment income from fixed income assets was partially offset by higher annualized average book yields from fixed income assets, which include available-for-sale ("AFS") securities, cash and restricted cash, funds withheld receivable, and loan to related party. The yield on fixed income assets increased to 4.7% for the three months ended December 31, 2024, compared to 4.4% for the same period in 2023.
Annualized yields on fixed income assets (including the Company's related party loan) have increased as 51.1% of the Company's fixed income portfolio as of December 31, 2024 was invested in floating rate assets which enabled the Company's asset portfolio to respond to the higher interest rate environment during 2024, compared to 40.8% as of December 31, 2023. The weighted average interest rate on the Company's related party loan was 6.7% and 7.4% during the three months ended December 31, 2024 and 2023, respectively.
Net realized and unrealized investment losses for the three months ended December 31, 2024 were $0.8 million compared to net investment gains of $5.5 million for the same period in 2023, primarily due to a smaller alternative asset portfolio in the current period as compared to the prior year. This included net realized and unrealized investment losses on alternative investments of $0.8 million in the fourth quarter of 2024 compared to net realized and unrealized investment gains of $7.3 million in the fourth quarter of 2023.
Net loss and LAE increased by $115.9 million during the three months ended December 31, 2024 compared to the same period in 2023. Net loss and LAE for the fourth quarter of 2024 was impacted by net adverse PPD of $129.4 million compared to net
adverse PPD of $22.2 million for the fourth quarter of 2023. The AmTrust Reinsurance segment had adverse PPD of $123.3 million in the fourth quarter of 2024 compared to adverse PPD of $21.7 million for the fourth quarter of 2023. The Diversified Reinsurance segment had adverse PPD of $6.0 million in the fourth quarter of 2024 compared to adverse PPD of $0.5 million for the fourth quarter of 2023.
Of the total adverse PPD experienced in the AmTrust Reinsurance segment for the three months ended December 31, 2024, approximately $42.0 million or 32.5% of the Company's total adverse PPD for the period is recoverable under the LPT/ADC Agreement and is expected to be recognized as future GAAP income over time as recoveries are received and subject to the applicable GAAP accounting rules.
Commission and other acquisition expenses decreased to $4.8 million for the three months ended December 31, 2024 compared to $4.9 million for the same period in 2023.
Total general and administrative expenses increased by $2.3 million, or 33.0% for the three months ended December 31, 2024, compared to the same period in 2023 primarily due to $2.3 million in higher professional service fees related to various strategic initiatives. Excluding non-recurring expenses, Maiden's adjusted operating expenses increased 1.1% to $7.14 million for the three months ended December 31, 2024, compared to $7.06 million for the same period in 2023.
Consolidated Results for the year ended December 31, 2024
Net loss for the year ended December 31, 2024 was $201.0 million compared to a net loss of $38.6 million for the year ended December 31, 2023. The net decrease in the Company's financial results for the year ended December 31, 2024 compared to 2023 was primarily due to:
•underwriting loss of $197.4 million in the year ended December 31, 2024 compared to an underwriting loss of $49.5 million for the year ended December 31, 2023 largely due to:
•adverse PPD of $154.4 million for year ended December 31, 2024 compared to adverse PPD of $38.2 million for the year ended December 31, 2023 detailed as follows:
•The AmTrust Reinsurance segment had adverse PPD of $147.5 million in 2024, compared to adverse PPD of $33.7 million in 2023; and
•The Diversified Reinsurance segment had adverse PPD of $6.9 million in 2024, compared to adverse PPD of $4.4 million in 2023.
•on a current accident year basis, an underwriting loss of $42.9 million for the year ended December 31, 2024 compared to an underwriting loss of $11.3 million for year ended December 31, 2023 primarily due to results in the AmTrust Reinsurance segment. The increase in the current year underwriting loss is primarily due to $24.3 million in charges related to the resolution of disputed uncollectible ceded premium balances with AmTrust.
•lower income from investment activities of $32.9 million for the year ended December 31, 2024 compared to $53.1 million for the year ended December 31, 2023 primarily due to continued negative operating cash flows due to settlement of claim payments to AmTrust as we run-off existing reinsurance liabilities in the AmTrust Reinsurance segment. The change in investment activities was comprised of:
•net investment income decreased to $25.5 million for the year ended December 31, 2024 compared to $37.4 million that was earned in 2023;
•net realized and unrealized investment gains of $5.6 million for the year ended December 31, 2024 compared to net realized and unrealized investment gains of $7.8 million in 2023; and
•interest in income of equity method investments of $1.7 million for the year ended December 31, 2024 compared to income of $7.8 million in 2023.
•corporate general and administrative expenses increased to $23.1 million for the year ended December 31, 2024 compared to $18.0 million in 2023 primarily due to expenses related to significant and ongoing strategic initiatives pursued by the Company, including Maiden's recently announced business combination with Kestrel. These items were partly offset by:
•foreign exchange and other gains of $7.0 million for the year ended December 31, 2024 compared to foreign exchange and other losses of $5.7 million earned in 2023 as the U.S. dollar strengthened against both the Euro and the British pound.
Net premiums written for the year ended December 31, 2024 increased by $9.9 million or 42.7% to $33.1 million compared to $23.2 million in 2023 primarily due to increases in premiums written in the Diversified Reinsurance segment.
Net premiums written in the AmTrust Reinsurance segment were $(1.7) million for the year ended December 31, 2024, compared to net premiums of $(3.9) million for the year ended December 31, 2023 which included negative gross and net premiums written of $6.1 million due to the cancellation of cases in a certain program in Specialty Risk and Extended Warranty.
Net premiums written in the Diversified Reinsurance segment increased by $7.6 million or 28.2% for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to growth in direct premiums for Credit Life programs written by wholly owned Swedish subsidiaries Maiden LF and Maiden GF.
Net premiums earned increased by $5.5 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to higher earned premiums of $6.7 million or 23.2% in the Diversified Reinsurance segment driven by growth in Credit Life programs written by Maiden LF and Maiden GF. Net premiums earned decreased by $1.2 million or 8.3% in the AmTrust Reinsurance segment.
Other insurance expense for the year ended December 31, 2024 included $24.3 million in charges related to the resolution of disputed uncollected ceded premium balances with AmTrust.
Net investment income decreased by $11.8 million or 31.7% for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to lower interest income earned on the Company's funds withheld balance which decreased by $8.9 million as claim payments were settled through the funds held receivable. Average aggregate fixed income assets at December 31, 2024 decreased by 33.4% due to run-off of Maiden's reinsurance liabilities previously written on prospective risks.
Annualized average book yields increased to 4.5% for the year ended December 31, 2024 compared to 4.1% for the same period in 2023 driven by floating rate investments which comprise 51.1% of the Company's fixed income asset portfolio at December 31, 2024 compared to 40.8% as of December 31, 2023. The weighted average interest rate on Maiden's related party loan increased to 7.1% during the year ended December 31, 2024 compared to 7.0% for the same period in 2023.
Net realized and unrealized investment gains of $5.6 million were primarily due to net realized gains on the sale of alternative investments, partially offset by net realized losses on equity securities for the year ended December 31, 2024. This compared to net realized and unrealized investment gains of $7.8 million for the same respective period in 2023. Net realized and unrealized investment gains on alternative investments were $6.3 million for the year ended December 31, 2024, compared to net realized and unrealized gains of $10.8 million for the year ended December 31, 2023.
Net loss and LAE increased by $124.9 million or 204.0% during the year ended December 31, 2024, compared to the year ended December 31, 2023. Net loss and LAE was impacted by net adverse PPD of $154.4 million in 2024 compared to net adverse PPD of $38.2 million during 2023. Net adverse PPD of $147.5 million and $33.7 million was incurred in the AmTrust Reinsurance segment in the years ended December 31, 2024 and 2023, respectively.
Of total adverse development experienced in the AmTrust Reinsurance segment during the year ended December 31, 2024, approximately $64.3 million or 41.7% of the Company's total adverse PPD for the period is recoverable under the LPT/ADC Agreement and is expected to be recognized as future GAAP income over time as recoveries are received and subject to the applicable GAAP accounting rules.
Commission and other acquisition expenses increased by $4.8 million or 24.9% for the year ended December 31, 2024 compared to the year ended December 31, 2023 largely due to the accelerated amortization of deferred acquisition costs upon the recognition of a premium deficiency of $3.3 million in the AmTrust Reinsurance segment.
Total general and administrative expenses increased by $4.6 million or 14.8% for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to $5.9 million in higher professional service fees related to various strategic initiatives. Excluding non-recurring expenses, Maiden's adjusted operating expenses decreased 3.9% to $29.4 million for the year ended December 31, 2024, compared to $30.6 million for the year ended December 31, 2023.
Expenses related to the Company’s IIS business, which is no longer writing new business with the Company having entered into the AmTrust Renewal Rights Agreements, were 19.0% of the Company's recurring operating expenses for the year ended December 31, 2024.
Operating Results for the three and twelve months ended December 31, 2024
In addition to other adjustments, management adjusts reported GAAP net loss and underwriting results by excluding incurred losses and LAE covered by the LPT/ADC Agreement with Cavello. Such losses are fully recoverable from Cavello, and will be reported as future GAAP income over time as recoveries are received and subject to the applicable GAAP accounting rules, therefore adjusting for these losses shows the ultimate economic benefit of the LPT/ADC Agreement to Maiden.
Non-GAAP operating loss(5) was $150.0 million or $1.51 per diluted common share for the fourth quarter of 2024 compared to a loss of $7.8 million or $0.08 per diluted common share for the fourth quarter of 2023. Adjusted to include net realized and unrealized investment gains and losses and an interest in income or loss of equity method investments which are recurring parts of investment results with the Company’s underwriting activities in run-off, the non-GAAP operating loss was $151.9 million
or $1.53 per diluted common share for the fourth quarter of 2024, compared to a loss of $1.5 million or $0.02 per diluted common share for the fourth quarter of 2023.
Non-GAAP operating loss was $181.2 million or $1.81 per diluted common share for the year ended December 31, 2024, compared to a loss of $23.0 million or $0.23 per diluted common share for the year ended December 31, 2023. Adjusted to include net realized and unrealized investment gains and an interest in income of equity method investments which are recurring parts of investment results with the Company’s underwriting activities in run-off, the non-GAAP operating loss was $173.9 million or $1.74 per diluted common share for the year ended December 31, 2024, compared to a loss of $7.3 million or $0.07 per diluted common share for the year ended December 31, 2023.
The unamortized deferred gain on retroactive reinsurance under the LPT/ADC Agreement with Cavello was $105.0 million as of December 31, 2024, a net increase of $34.0 million compared to $70.9 million at December 31, 2023, driven by adverse prior year loss development of $64.3 million reported for policies under the AmTrust Quota Share for the year ended December 31, 2024. These losses are recoverable under the LPT/ADC Agreement and will be recognized as future GAAP income over time as recoveries are received and subject to the applicable GAAP accounting rules. The favorable development on Workers Compensation losses previously commuted back to AmTrust which are contractually covered by the LPT/ADC Agreement reduced the unamortized deferred gain by $26.2 million for the year ended December 31, 2024. Amortization of the deferred gain was $4.1 million for the year ended December 31, 2024 since cumulative paid losses have now exceeded the retention under the LPT/ADC Agreement starting in the fourth quarter of 2024.
The table below shows the components of the deferred gain for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | | | | |
| For the Year Ended December 31, | | 2024 | | 2023 |
| | | ($ in thousands) |
| Opening Balance | | $ | 70,916 | | | $ | 45,408 | |
| Adverse PPD covered under the LPT/ADC Agreement | | 64,338 | | | 29,308 | |
| Favorable PPD on commuted Workers Compensation business | | (26,200) | | | (3,800) | |
| Amortization of deferred gain for the LPT/ADC Agreement | | (4,099) | | | — | |
| Deferred gain liability for the LPT/ADC Agreement | | $ | 104,955 | | | $ | 70,916 | |
The table below shows the components of the increase in the related reinsurance recoverable on unpaid losses under the LPT/ADC Agreement for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | | | | |
| For the Year Ended December 31, | | 2024 | | 2023 |
| | | ($ in thousands) |
| Opening Balance | | $ | 515,463 | | | $ | 490,408 | |
| Adverse PPD covered under the LPT/ADC Agreement | | 64,338 | | | 29,308 | |
| Favorable PPD on commuted Workers Compensation business | | (26,200) | | | (3,800) | |
| Recoveries received under the LPT/ADC Agreement | | (20,825) | | | — | |
| Change in credit loss allowance on reinsurance recoverable under LPT/ADC Agreement | | 134 | | | (453) | |
| Reinsurance recoverable on unpaid losses under the LPT/ADC Agreement | | $ | 532,910 | | | $ | 515,463 | |
Adjusted for prior year reserve development under the AmTrust Quota Share which is fully recoverable from Cavello under the LPT/ADC Agreement, the non-GAAP net loss and LAE(9) decreased by $16.9 million and $34.0 million for the three and twelve months ended December 31, 2024, respectively, compared to non-GAAP net loss and LAE which decreased by $14.4 million and $25.5 million in the three and twelve months ended December 31, 2023, respectively.
The non-GAAP underwriting loss(9) was $144.4 million and $163.3 million for the three and twelve months ended December 31, 2024, respectively, compared to a loss of $6.7 million and $24.0 million for the three and twelve months ended December 31, 2023, respectively. The non-GAAP underwriting loss for the three and twelve months ended December 31, 2024 primarily included:
•adverse loss development of $41.0 million and $40.6 million, respectively, 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;
•adverse loss development of $44.4 million and $47.0 million for the European Hospital Liability Quota Share for the three and twelve months ended December 31, 2024, respectively;
•$24.3 million in charges during the fourth quarter of 2024 related to the resolution of disputed uncollectible ceded premium balances with AmTrust, the principal amount of which will be payable by Maiden Reinsurance in quarterly installments through the maturity date of December 31, 2032;
•favorable loss development on Workers Compensation losses previously commuted back to AmTrust which are contractually covered by the LPT/ADC Agreement reduced the deferred gain liability on retroactive reinsurance by $21.0 million and $26.2 million for the three and twelve months ended December 31, 2024, respectively; and
•underwriting loss in the Diversified Reinsurance segment of $7.4 million and $11.4 million for the three and twelve months ended December 31, 2024, respectively.
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.
Annual Report on Form 10-K for the Year Ended December 31, 2024 and Other Financial Matters
The Company’s Annual Report on Form 10-K for the year ended December 31, 2024 was filed with the U.S. Securities and Exchange Commission on March 10, 2025. Additional information on the matters reported in this news release along with other required disclosures can be found in that filing.
Total assets were $1.3 billion at December 31, 2024 which decreased by $202.9 million compared to December 31, 2023 largely due to the continuing run-off of the Company's prior reinsurance liabilities. Shareholders' equity was $45.2 million at December 31, 2024 compared to $249.2 million at December 31, 2023.
Adjusted shareholders' equity(2) was $150.1 million at December 31, 2024 compared to $320.1 million at December 31, 2023, which includes an unamortized deferred gain under the LPT/ADC Agreement of $105.0 million at December 31, 2024 and $70.9 million at December 31, 2023.
The Company's wholly owned subsidiary, Maiden Holdings North America, Ltd., holds NOL carryforwards which were $459.6 million as of December 31, 2024. Approximately $79.7 million or 17.4% of the Company's NOL carryforwards have no expiry date under the relevant U.S. tax law. These NOLs, in combination with additional net deferred tax assets primarily related to the Company's insurance liabilities, result in a net U.S. deferred tax asset (before valuation allowance) of $157.7 million or $1.59 per common share as of December 31, 2024. The net deferred tax assets are not presently recognized on the Company’s balance sheet as a full valuation allowance is carried against them.
During the three and twelve months ended December 31, 2024, Maiden Reinsurance continued its long-term capital management strategy via its previously implemented Rule 10b-5 trading plan and repurchased 383,355 and 1,871,755 common shares, respectively, at an average price per share of $1.57 and $1.87, respectively. Subsequent to the three months ended December 31, 2024, and through the period ended March 10, 2025, the Company did not repurchase any additional common shares under the Company's authorized common share repurchase plan. The Company's remaining share repurchase authorization was $68.1 million at March 10, 2025 under the Company's $100.0 million share repurchase plan, which was approved by the Company's Board of Directors on February 21, 2017. Concurrent with the announcement of the Kestrel Agreement, Maiden has suspended its common share repurchase program.
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. The Company's current remaining authorization is $99.9 million for Senior Notes repurchases.
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 Maiden's financial results.
Quarterly Dividends
The Company's Board of Directors did not authorize any quarterly dividends on its common shares during the three and twelve months ended December 31, 2024 and 2023.
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.
(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.
CONTACT:
FGS Global
Maiden@fgsglobal.com
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, including statements in respect of the combination with Kestrel, 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, 2024.
The Company cautions that the list of important risk factors in its Annual Report on Form 10-K for the year ended December 31, 2024 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.
MAIDEN HOLDINGS, LTD.
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share and per share data)
| | | | | | | | | | | | | | |
| | December 31,
2024 | | December 31, 2023 |
| | (Audited) | | (Audited) |
| ASSETS |
| Investments: | | | | |
Fixed maturities, available-for-sale, at fair value (amortized cost 2024 - $236,788; 2023 - $258,536) | | $ | 232,613 | | | $ | 250,601 | |
| Equity securities, at fair value | | 13,147 | | | 41,722 | |
| Equity method investments | | 81,287 | | | 80,929 | |
| Other investments | | 157,016 | | | 186,388 | |
| Total investments | | 484,063 | | | 559,640 | |
| Cash and cash equivalents | | 25,651 | | | 35,412 | |
| Restricted cash and cash equivalents | | 9,084 | | | 7,266 | |
| Accrued investment income | | 3,346 | | | 4,532 | |
| Reinsurance balances receivable, net | | 8,159 | | | 12,450 | |
| Reinsurance recoverable on unpaid losses | | 571,331 | | | 564,331 | |
| Loan to related party | | 167,975 | | | 167,975 | |
| Deferred commission and other acquisition expenses, net | | 8,102 | | | 17,566 | |
| Funds withheld receivable | | 12,650 | | | 143,985 | |
| Other assets | | 4,830 | | | 5,777 | |
| Assets held for sale | | 20,815 | | | — | |
| Total assets | | $ | 1,316,006 | | | $ | 1,518,934 | |
| LIABILITIES |
| Reserve for loss and loss adjustment expenses | | $ | 793,679 | | | $ | 867,433 | |
| Unearned premiums | | 29,793 | | | 46,260 | |
| Deferred gain on retroactive reinsurance | | 107,255 | | | 73,240 | |
| Liability for securities purchased | | 6,480 | | | — | |
| Accrued expenses and other liabilities | | 77,966 | | | 28,244 | |
| Senior notes - principal amount | | 262,361 | | | 262,361 | |
| Less: unamortized debt issuance costs | | 7,604 | | | 7,764 | |
| Senior notes, net | | 254,757 | | | 254,597 | |
| Liabilities held for sale | | 883 | | | — | |
| Total liabilities | | 1,270,813 | | | 1,269,774 | |
| Commitments and Contingencies | | | | |
| EQUITY |
| | | | |
| Common shares | | 1,503 | | | 1,497 | |
| Additional paid-in capital | | 888,067 | | | 886,072 | |
| Accumulated other comprehensive loss | | (32,733) | | | (31,469) | |
| Accumulated deficit | | (687,914) | | | (486,945) | |
| Treasury shares, at cost | | (123,730) | | | (119,995) | |
| | | | |
| | | | |
| Total Equity | | 45,193 | | | 249,160 | |
| Total Liabilities and Equity | | $ | 1,316,006 | | | $ | 1,518,934 | |
| | | | |
Book value per common share(1) | | $ | 0.46 | | | $ | 2.48 | |
| | | | |
| Common shares outstanding | | 99,039,253 | | | 100,472,120 | |
MAIDEN HOLDINGS, LTD.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands of U.S. dollars, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended December 31, | | For the Year Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Revenues: | | | | | | | | |
| Gross premiums written | | $ | 7,563 | | | $ | 7,095 | | | $ | 33,196 | | | $ | 23,466 | |
| Net premiums written | | $ | 7,567 | | | $ | 6,908 | | | $ | 33,063 | | | $ | 23,168 | |
| Change in unearned premiums | | 4,019 | | | 4,541 | | | 16,411 | | | 20,801 | |
| Net premiums earned | | 11,586 | | | 11,449 | | | 49,474 | | | 43,969 | |
| Other insurance (expense) revenue, net | | (24,240) | | | 36 | | | (24,194) | | | 39 | |
| Net investment income | | 6,015 | | | 8,267 | | | 25,546 | | | 37,378 | |
| Net realized and unrealized investment (losses) gains | | (793) | | | 5,454 | | | 5,610 | | | 7,848 | |
| | | | | | | | |
| Total revenues | | (7,432) | | | 25,206 | | | 56,436 | | | 89,234 | |
| Expenses: | | | | | | | | |
| Net loss and loss adjustment expenses | | 140,674 | | | 24,725 | | | 186,127 | | | 61,228 | |
| Commission and other acquisition expenses | | 4,836 | | | 4,942 | | | 24,310 | | | 19,462 | |
| General and administrative expenses | | 9,395 | | | 7,062 | | | 35,348 | | | 30,796 | |
| Total expenses | | 154,905 | | | 36,729 | | | 245,785 | | | 111,486 | |
| Other expenses | | | | | | | | |
| Interest and amortization expenses | | 4,818 | | | 4,815 | | | 19,266 | | | 18,226 | |
| | | | | | | | |
| | | | | | | | |
| Foreign exchange and other (gains) losses | | (10,863) | | | 4,898 | | | (7,001) | | | 5,741 | |
| Total other expenses | | (6,045) | | | 9,713 | | | 12,265 | | | 23,967 | |
Loss before income taxes and interest in (loss) income of equity method investments | | (156,292) | | | (21,236) | | | (201,614) | | | (46,219) | |
| Less: income tax expense | | 577 | | | 449 | | | 1,055 | | | 196 | |
Interest in (loss) income of equity method investments | | (1,120) | | | 904 | | | 1,700 | | | 7,846 | |
| | | | | | | | |
| | | | | | | | |
| Net loss | | $ | (157,989) | | | $ | (20,781) | | | $ | (200,969) | | | $ | (38,569) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Basic and diluted loss per share attributable to common shareholders | | $ | (1.59) | | | $ | (0.21) | | | $ | (2.01) | | | $ | (0.38) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Annualized return on average common equity | | (496.1) | % | | (32.2) | % | | (136.5) | % | | (14.5) | % |
| Weighted average number of common shares - basic and diluted | | 99,278,032 | | 100,776,804 | | 99,902,695 | | 101,382,606 |
| | | | | | | | |
MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION (Unaudited)
(in thousands of U.S. dollars)
| | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended December 31, 2024 | | Diversified Reinsurance | | AmTrust Reinsurance | | | | Total |
Gross premiums written | | $ | 8,508 | | | $ | (945) | | | | | $ | 7,563 | |
Net premiums written | | $ | 8,512 | | | $ | (945) | | | | | $ | 7,567 | |
Net premiums earned | | $ | 8,991 | | | $ | 2,595 | | | | | $ | 11,586 | |
Other insurance revenue (expense) | | 19 | | | (24,259) | | | | | (24,240) | |
Net loss and loss adjustment expenses ("loss and LAE") | | (10,269) | | | (130,405) | | | | | (140,674) | |
Commission and other acquisition expenses | | (3,702) | | | (1,134) | | | | | (4,836) | |
General and administrative expenses(3) | | (2,481) | | | (686) | | | | | (3,167) | |
Underwriting loss (4) | | $ | (7,442) | | | $ | (153,889) | | | | | (161,331) | |
Reconciliation to net loss | | | | | | | | |
Net investment income and net realized and unrealized investment losses | | | | | | | | 5,222 | |
| | | | | | | | |
Interest and amortization expenses | | | | | | | | (4,818) | |
| | | | | | | | |
| | | | | | | | |
Foreign exchange and other gains, net | | | | | | | | 10,863 | |
Other general and administrative expenses(3) | | | | | | | | (6,228) | |
Income tax expense | | | | | | | | (577) | |
Interest in loss of equity method investments | | | | | | | | (1,120) | |
Net loss | | | | | | | | $ | (157,989) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended December 31, 2023 | | Diversified Reinsurance | | AmTrust Reinsurance | | | | Total |
Gross premiums written | | $ | 7,139 | | | $ | (44) | | | | | $ | 7,095 | |
Net premiums written | | $ | 6,952 | | | $ | (44) | | | | | $ | 6,908 | |
Net premiums earned | | $ | 7,157 | | | $ | 4,292 | | | | | $ | 11,449 | |
Other insurance revenue | | 36 | | | — | | | | | 36 | |
Net loss and LAE | | (3,104) | | | (21,621) | | | | | (24,725) | |
Commission and other acquisition expenses | | (3,335) | | | (1,607) | | | | | (4,942) | |
General and administrative expenses(3) | | (2,247) | | | (628) | | | | | (2,875) | |
Underwriting loss(4) | | $ | (1,493) | | | $ | (19,564) | | | | | (21,057) | |
Reconciliation to net loss | | | | | | | | |
Net investment income and net realized and unrealized investment gains | | | | | | | | 13,721 | |
| | | | | | | | |
Interest and amortization expenses | | | | | | | | (4,815) | |
| | | | | | | | |
| | | | | | | | |
Foreign exchange and other losses, net | | | | | | | | (4,898) | |
Other general and administrative expenses(3) | | | | | | | | (4,187) | |
Income tax expense | | | | | | | | (449) | |
Interest in income of equity method investments | | | | | | | | 904 | |
Net loss | | | | | | | | $ | (20,781) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION (Unaudited)
(in thousands of U.S. dollars)
| | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, 2024 | | Diversified Reinsurance | | AmTrust Reinsurance | | | | Total |
Gross premiums written | | $ | 34,882 | | | $ | (1,686) | | | | | $ | 33,196 | |
Net premiums written | | $ | 34,749 | | | $ | (1,686) | | | | | $ | 33,063 | |
Net premiums earned | | $ | 35,787 | | | $ | 13,687 | | | | | $ | 49,474 | |
Other insurance revenue (expense) | | 65 | | | (24,259) | | | | | (24,194) | |
Net loss and LAE | | (22,583) | | | (163,544) | | | | | (186,127) | |
Commission and other acquisition expenses | | (15,266) | | | (9,044) | | | | | (24,310) | |
General and administrative expenses | | (9,441) | | | (2,773) | | | | | (12,214) | |
Underwriting loss | | $ | (11,438) | | | $ | (185,933) | | | | | (197,371) | |
Reconciliation to net loss | | | | | | | | |
Net investment income and net realized and unrealized investment gains | | | | | | | | 31,156 | |
| | | | | | | | |
Interest and amortization expenses | | | | | | | | (19,266) | |
| | | | | | | | |
| | | | | | | | |
Foreign exchange and other gains, net | | | | | | | | 7,001 | |
Other general and administrative expenses | | | | | | | | (23,134) | |
Income tax expense | | | | | | | | (1,055) | |
Interest in income from equity method investments | | | | | | | | 1,700 | |
Net loss | | | | | | | | $ | (200,969) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| For the Year Ended December 31, 2023 | | Diversified Reinsurance | | AmTrust Reinsurance | | | | Total |
Gross premiums written | | $ | 27,402 | | | $ | (3,936) | | | | | $ | 23,466 | |
Net premiums written | | $ | 27,104 | | | $ | (3,936) | | | | | $ | 23,168 | |
Net premiums earned | | $ | 29,039 | | | $ | 14,930 | | | | | $ | 43,969 | |
Other insurance revenue | | 39 | | | — | | | | | 39 | |
Net loss and LAE | | (14,230) | | | (46,998) | | | | | (61,228) | |
Commission and other acquisition expenses | | (13,879) | | | (5,583) | | | | | (19,462) | |
General and administrative expenses | | (10,110) | | | (2,690) | | | | | (12,800) | |
Underwriting loss | | $ | (9,141) | | | $ | (40,341) | | | | | (49,482) | |
Reconciliation to net loss | | | | | | | | |
Net investment income and net realized and unrealized investment gains | | | | | | | | 45,226 | |
| | | | | | | | |
Interest and amortization expenses | | | | | | | | (18,226) | |
| | | | | | | | |
| | | | | | | | |
Foreign exchange and other losses, net | | | | | | | | (5,741) | |
Other general and administrative expenses | | | | | | | | (17,996) | |
Income tax expense | | | | | | | | (196) | |
Interest in income from equity method investments | | | | | | | | 7,846 | |
Net loss | | | | | | | | $ | (38,569) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
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 December 31, | | For the Year Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Non-GAAP operating loss (5) | | $ | (150,005) | | | $ | (7,841) | | | $ | (181,241) | | | $ | (23,014) | |
Non-GAAP basic and diluted operating loss per common share attributable to Maiden common shareholders(5) | | $ | (1.51) | | | $ | (0.08) | | | $ | (1.81) | | | $ | (0.23) | |
| | | | | | | | |
Annualized non-GAAP operating return on average adjusted common equity(6) | | (267.4) | % | | (9.7) | % | | (77.1) | % | | (7.1) | % |
Reconciliation of net loss to non-GAAP operating loss: | | | | | | | | |
| Net loss | | $ | (157,989) | | | $ | (20,781) | | | $ | (200,969) | | | $ | (38,569) | |
| Add (subtract): | | | | | | | | |
| Net realized and unrealized investment losses (gains) | | 793 | | | (5,454) | | | (5,610) | | | (7,848) | |
| | | | | | | | |
| Foreign exchange and other (gains) losses | | (10,863) | | | 4,898 | | | (7,001) | | | 5,741 | |
Interest in loss (income) of equity method investments | | 1,120 | | | (904) | | | (1,700) | | | (7,846) | |
| | | | | | | | |
| Change in reinsurance recoverable under the LPT/ADC Agreement | | 16,934 | | | 14,400 | | | 34,039 | | | 25,508 | |
| | | | | | | | |
| | | | | | | | |
Non-GAAP operating loss (5) | | $ | (150,005) | | | $ | (7,841) | | | $ | (181,241) | | | $ | (23,014) | |
| | | | | | | | |
| | | | | | | | |
| Weighted average number of common shares - basic and diluted | | 99,278,032 | | | 100,776,804 | | | 99,902,695 | | | 101,382,606 | |
| | | | | | | | |
Reconciliation of diluted loss per share attributable to Maiden common shareholders to non-GAAP diluted operating loss per share attributable to Maiden common shareholders: | | | | |
Diluted loss per share attributable to common shareholders | | $ | (1.59) | | | $ | (0.21) | | | $ | (2.01) | | | $ | (0.38) | |
| Add (subtract): | | | | | | | | |
| Net realized and unrealized investment losses (gains) | | 0.01 | | | (0.05) | | | (0.05) | | | (0.08) | |
| | | | | | | | |
| Foreign exchange and other (gains) losses | | (0.11) | | | 0.05 | | | (0.07) | | | 0.06 | |
Interest in loss (income) of equity method investments | | 0.01 | | | (0.01) | | | (0.02) | | | (0.08) | |
| | | | | | | | |
| Change in reinsurance recoverable under the LPT/ADC Agreement | | 0.17 | | | 0.14 | | | 0.34 | | | 0.25 | |
| | | | | | | | |
| | | | | | | | |
Non-GAAP diluted operating loss per share attributable to common shareholders | | $ | (1.51) | | | $ | (0.08) | | | $ | (1.81) | | | $ | (0.23) | |
| | | | | | | | |
| Non-GAAP Underwriting Results and Non-GAAP Net Loss and LAE | | | | | | |
| Gross premiums written | | $ | 7,563 | | | $ | 7,095 | | | $ | 33,196 | | | $ | 23,466 | |
| Net premiums written | | $ | 7,567 | | | $ | 6,908 | | | $ | 33,063 | | | $ | 23,168 | |
| Net premiums earned | | $ | 11,586 | | | $ | 11,449 | | | $ | 49,474 | | | $ | 43,969 | |
| Other insurance (expense) revenue, net | | (24,240) | | | 36 | | | (24,194) | | | 39 | |
Non-GAAP net loss and LAE(9) | | (123,740) | | | (10,325) | | | (152,088) | | | (35,720) | |
| Commission and other acquisition expenses | | (4,836) | | | (4,942) | | | (24,310) | | | (19,462) | |
General and administrative expenses(3) | | (3,167) | | | (2,875) | | | (12,214) | | | (12,800) | |
Non-GAAP underwriting loss(9) | | $ | (144,397) | | | $ | (6,657) | | | $ | (163,332) | | | $ | (23,974) | |
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| Net loss and LAE | | $ | 140,674 | | | $ | 24,725 | | | $ | 186,127 | | | $ | 61,228 | |
Less: adverse prior year loss development covered under the LPT/ADC Agreement | | 16,934 | | | 14,400 | | | 34,039 | | | 25,508 | |
Non-GAAP net loss and LAE(9) | | $ | 123,740 | | | $ | 10,325 | | | $ | 152,088 | | | $ | 35,720 | |
MAIDEN HOLDINGS, LTD.
NON-GAAP FINANCIAL MEASURES (Unaudited)
(In thousands of U.S. dollars, except share and per share data)
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Investable assets: | | | |
| Total investments | $ | 484,063 | | | $ | 559,640 | |
| Cash and cash equivalents | 25,651 | | | 35,412 | |
| Restricted cash and cash equivalents | 9,084 | | | 7,266 | |
| Loan to related party | 167,975 | | | 167,975 | |
| Funds withheld receivable | 12,650 | | | 143,985 | |
Total investable assets(7) | $ | 699,423 | | | $ | 914,278 | |
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| Capital: | | | |
| | | |
| | | |
Total shareholders' equity | $ | 45,193 | | | $ | 249,160 | |
2016 Senior Notes | 110,000 | | | 110,000 | |
2013 Senior Notes | 152,361 | | | 152,361 | |
Total capital resources(8) | $ | 307,554 | | | $ | 511,521 | |
| | | |
Reconciliation of total shareholders' equity to adjusted shareholders' equity: | | | |
Total Shareholders’ Equity | $ | 45,193 | | | $ | 249,160 | |
| | | |
| Unamortized deferred gain on LPT/ADC Agreement | 104,955 | | | 70,916 | |
Adjusted shareholders' equity(2) | $ | 150,148 | | | $ | 320,076 | |
| | | |
Reconciliation of book value per common share to adjusted book value per common share: | | | |
Book value per common share | $ | 0.46 | | | $ | 2.48 | |
| | | |
| Unamortized deferred gain on LPT/ADC Agreement | 1.06 | | | 0.71 | |
Adjusted book value per common share(2) | $ | 1.52 | | | $ | 3.19 | |
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| (1) Book value per common share is calculated using shareholders’ equity divided by the number of common shares outstanding. Management uses growth in this metric as a prime measure of the value we are generating for our common shareholders, because management believes that growth in this metric ultimately results in growth in the Company’s common share price. This metric is impacted by the Company’s net income and external factors, such as interest rates, which can drive changes in unrealized gains or losses on our investment portfolio, as well as share repurchases. |
| | | |
| (2) Adjusted Total Shareholders' Equity and Adjusted Book Value per Common Share: Management has adjusted GAAP shareholders' equity by adding the unamortized deferred gain on retroactive reinsurance arising from the LPT/ADC Agreement. As a result, by virtue of this adjustment, management has also computed the Adjusted Book Value per Common Share. The deferred gain on retroactive reinsurance represents amounts estimated to be fully recoverable from Cavello and management believes adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement. We believe reflecting this economic benefit is helpful to understand future trends in our operations, which will improve the Company's shareholders' equity over the settlement period. |
| | |
| (3) 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 (loss). |
| | |
| (4) Underwriting income or loss 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. For purposes of these non-GAAP operating measures, the fee-generating business, which is included in our Diversified Reinsurance segment, is considered part of the underwriting operations of the Company. 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. |
| | |
| (5) Non-GAAP operating earnings (loss) and non-GAAP basic and diluted operating earnings (loss) per common share are non-GAAP financial measure defined by the Company as net income (loss) excluding realized investment gains and losses, foreign exchange and other gains and losses, interest in income (loss) of equity method investment, and (favorable) adverse prior year loss development subject to LPT/ADC Agreement and should not be considered as an alternative to net income (loss). The Company's management believes that the use of non-GAAP operating earnings (loss) and non-GAAP diluted operating earnings (loss) per common share enables investors and other users of the Company’s financial information to analyze its performance in a manner similar to how management analyzes performance. Management also believes that these measures generally follow industry practice therefore allowing the users of financial information to compare the Company’s performance with its industry peer group, and that the equity analysts and certain rating agencies which follow the Company, and the insurance industry as a whole, generally exclude these items from their analyses for the same reasons. Non-GAAP operating earnings should not be viewed as a substitute for U.S. GAAP net income. |
| | |
| (6) Non-GAAP operating return on average adjusted shareholders' equity is a non-GAAP financial measure. Management uses non-GAAP operating return on average adjusted shareholders' equity as a measure of profitability that focuses on the return to common shareholders. It is calculated using non-GAAP operating earnings divided by average adjusted shareholders' equity adjusted for the deferred gain on LPT/ADC Agreement. |
| | |
| (7) Investable assets are the total of the Company's investments, cash and cash equivalents, loan to a related party and funds withheld receivable. |
| | |
| (8) Total capital resources are the sum of the Company's principal amount of debt and shareholders' equity. |
| | |
| (9) Non-GAAP net loss and LAE and Non-GAAP underwriting income (loss): Management has further adjusted the net loss and LAE and underwriting income (loss) (as defined above) by recognizing into income the (favorable) adverse prior year loss development subject to LPT/ADC Agreement relating to losses subject to that agreement. The deferred gain represents amounts estimated to be fully recoverable from Cavello and management believes adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement on Maiden's underwriting income (loss). Management believes reflecting the economic benefit of this retroactive reinsurance agreement is helpful for understanding future trends in our operations. |
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(10) Adjusted non-GAAP operating earnings (loss) are non-GAAP financial measures defined by the Company as net income (loss) excluding foreign exchange and other gains and losses, and (favorable) adverse prior year loss development subject to LPT/ADC Agreement and should not be considered as an alternative to net income (loss). The operating loss was adjusted to include net realized and unrealized investment losses and an interest in loss of equity method investments which are recurring parts of investment results with our underwriting activities in run-off. |
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Exhibit 99.2
PRESS RELEASE
Maiden Holdings, Ltd. Releases Fourth Quarter 2024
Financial Results and Updates on Strategic Transactions
PEMBROKE, Bermuda, March 10, 2025 (BUSINESS WIRE) -- Maiden Holdings, Ltd. (NASDAQ:MHLD) ("Maiden") has released its fourth quarter 2024 financial results and provided an update on its recently announced strategic transactions via its investor relations website. Concurrent with releasing its results, Maiden also published an investor update presentation. Both documents are posted at https://www.maiden.bm/investor_relations.
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.
CONTACT:
FGS Global
Maiden@fgsglobal.com
Maiden Holdings, Ltd. Fourth Quarter 2024 Investor Presentation March 2025
Investor Disclosures 2 Forward Looking Statements This presentation 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 Maiden Holdings, Ltd.’s (the “Company”) future developments and their potential effects on the Company including the consummation of the business combination with Kestrel Group LLC ("Kestrel"), as described in the Company's Form 10-K (the "Transaction"), the expected time period to consummate the business combination, and the anticipated benefits of the business combination. 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, 2024, filed with the SEC on March 10, 2025. The Company undertakes no obligation to publicly update any forward-looking statements, except as may be required by law. Any discrepancies between the amounts included in this presentation and amounts included in the Company’s Form 10-K for the year ended December 31, 2024, filed with the SEC are due to rounding. Non-GAAP Financial Measures In addition to the Summary Consolidated Balance Sheets and Consolidated Statements of Income, management uses certain key financial measures, some of which are non-GAAP measures, to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The non-GAAP measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. See the Appendix of this presentation for a reconciliation of the Company’s non-GAAP measures to the nearest GAAP measure.
Investor Disclosures 3 Additional Information Regarding the Transaction and Where to Find It In connection with the transaction, Bermuda NewCo has filed a registration statement on Form S-4 with the SEC that includes a prospectus with respect to Ranger Bermuda Topco Ltd.'s ("Bermuda NewCo") securities to be issued in connection with the transaction and a proxy statement with respect to the Maiden shareholder meeting to approve the transaction and related matters (the "proxy statement/prospectus"). Maiden and Bermuda NewCo may also file or furnish other documents with the SEC regarding the transaction. This presentation is not a substitute for the registration statement, the proxy statement/prospectus or any other document that Maiden or Bermuda NewCo may file or furnish or cause to be filed or furnished with the SEC. INVESTORS IN AND SECURITY HOLDERS OF MAIDEN ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR WILL BE FILED OR WILL BE FURNISHED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement, the proxy statement/prospectus and other documents filed with or furnished to the SEC by Maiden or Bermuda NewCo through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Maiden: Maiden Holdings, Ltd., 48 Par-La-Ville Road, Suite 1141, Hamilton HM 11, Bermuda. Participation in the Solicitation Each of Maiden, Bermuda NewCo and their respective directors, executive officers, members of management and employees, and Luke Ledbetter, President and Chief Executive Officer of Kestrel, and Terry Ledbetter, Executive Chairman of Kestrel, may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from Maiden's shareholders in connection with the Transaction. Information regarding Maiden's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Maiden's annual proxy statement filed with the SEC on March 27, 2024, its annual report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 10, 2025, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Luke Ledbetter serves as President and Chief Executive Officer of Kestrel. Mr. Ledbetter previously served as Chief Underwriting Officer and Head of Business Development with State National Companies. During Mr. Ledbetter's tenure at State National, gross written premium grew to more than $2.5 billion annually. Mr. Ledbetter holds a law degrees from Cambridge University and the University of Texas School of Law in addition to a B.A. from the University of Texas at Austin. Terry Ledbetter serves as Executive Chairman of Kestrel. Mr. Ledbetter co-founded State National Companies in 1973 and served as Chairman, President and Chief Executive Officer until his retirement at the end of 2019. Mr. Ledbetter pioneered the dedicated fronting business model in the property & casualty industry and guided State National through its initial public offering in 2014 and sale to Markel Corporation in 2017. He received his B.B.A from Southern Methodist University. Neither of Luke Ledbetter or Terry Ledbetter own directly any securities of Maiden at this time. Additional information regarding the identity of all potential participants in the solicitation of proxies to Maiden shareholders in connection with the Transaction and other matters to be voted upon at the Maiden shareholders meeting to approve the Transaction, and their direct and indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement/prospectus, when it becomes available. No Offer or Solicitation This presentation is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Maiden Holdings – Q4 2024 Key Messages • Maiden announcement of combination agreement with Kestrel Group realizes strategic pivot to fee- based model communicated to market during 2024 o Additional announcement of planned divestiture of IIS platform in 1H 2025 extends strategy shift • Q4 reserve and other charges of $147.6 million in line with Maiden pre-announcement o After considering impact of LPT/ADC, Q4 charges total $126.6 million o Continuing to pursue finality solutions for AmTrust liabilities not covered by LPT/ADC, including with third parties o Strategic initiatives driving higher expenses in Q4 – will recur in 2025 as transactions are completed • As part of a broader effort to reposition balance sheet in support of strategic initiatives, sold $93.6 million in alternative investments in 2024, reducing that portfolio by 18.6% o Alternative asset portfolio returns still on track to achieve expected returns despite temporary reduction in Q4 o Completed investments totaling $153.1 million have produced IRR of 8.7% and MOIC of 1.19X o Do not expect new additional alternative investment commitments – additional dispositions under active evaluation o Actively exploring opportunities to further reduce alternative portfolio on prudent basis • Pro forma NewCo balance sheet indicates shareholders' equity of $173.3 million or $1.13 per share o Pro forma per share references are fully diluted assuming 55 million shares issued to Kestrel shareholders at closing o Kestrel determined to be accounting acquirer and transaction considered a reverse merger o Kestrel historical financial statements to be considered the financial statements of NewCo, with Maiden assets and liabilities translated to fair value o Bargain purchase option gain of $153.9 million expected at closing per pro forma balance sheet – subject to change based on MHLD share price but no impact on pro forma book value or book value per share o The preliminary fair value estimates are subject to change based on the final valuations o Pro forma unrecognized deferred tax asset per share at closing would be $1.02 per share 4
Maiden Holdings Business Strategy 5 • We create shareholder value by actively managing and allocating our assets and capital o We leverage our deep knowledge of the insurance and related financial services industries into ownership and management of businesses and assets with the opportunity for increased returns o Our strategy allows us to more flexibly allocate capital to activities we believe will produce the greatest returns for our common shareholders • Strategic pivot away from asset management to fee-based strategy realized in Q4 with Kestrel transaction and IIS divestiture announcements o Transaction expected to enable more predictable areas of revenue and profit to emerge Expect to supplement platform by deploying reinsurance capacity from Maiden Reinsurance on selective basis Transaction subject to certain closing conditions including the approval of Maiden's shareholders, approval of listing of the shares of the combined company and receipt of regulatory approvals o Completed a strategic review of the IIS Business and entered into a Stock Purchase Agreement to sell Maiden LF and Maiden GF to UK-based acquirer Regulatory approval process proceeding - expectations continue to target close during the first half of 2025 • Recent strategic focus led by asset management now de-emphasized o Alternative asset portfolio reduced and active process to further divest assets continues although process may occur over extended period – no new commitments made or expected o Completed investments have exceeded target returns to date o Capital management remains viable particularly if exaggerated share price weakness persists • We believe these areas of strategic focus will enhance our profitability o We believe our strategic pivot increases the likelihood of fully utilizing the significant tax NOL carryforwards which would create additional common shareholder value
Maiden Holdings Q4 2024 Financial Overview 6 • Adjusted book value $1.52 per share as of December 31, 2024 represents true economic value Maiden – does not consider impacts of combination with Kestrel o Q4 loss from higher adverse development on prior year reserves, loss from AmTrust resolution of uncollected premium dispute, lower investment results o Reported book value per common share lower at $0.46 per share as of December 31, 2024, reflects GAAP P&L volatility from loss development mostly subject to Enstar LPT/ADC • See Q4 results recap starting on slide 12 • $42.0m of total PPD in Q4 2024 will return as future GAAP income from LPT/ADC o Deferred gain of $105.0m or $1.06 per share at 12/31/2024 will be recognized as GAAP income over time as LPT/ADC recoveries are received, subject to reinsurance contract and relevant GAAP accounting rules o LPT/ADC recoveries commenced in Q4 2024 with initial amortization of deferred gain into income of $4.1m along with recoveries from Enstar of $20.8m • Investment results decreased to $4.1m in Q4 2024 compared to $14.6m in Q4 2023 o Q4 2024 investment results were driven by lower investment income, realized/unrealized investment gains and income from equity method investments, reflecting ongoing run-off of liabilities and smaller alternative investment portfolio o Alternative investment portfolio reduced by 0.8% in Q4 2024 – Q4 returns primarily impacted by negative marks on select private equity and alternative asset investments • Deferred tax asset of $1.59 per share not yet recognized in book value o Strategic pivot in Q4, additional reserve strengthening should position ability to recognize more quickly o $459.6m in NOL carryforwards at 12/31/2024 – $79.7m or 17.4% have no expiry date * Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein
Q4 2024 Asset Management Update 7 *Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein NM – Not Meaningful
Q4 2024 Asset Management Update 8 * Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein Alternative Investments • Alternative investments decreased by 0.8% to $251.5m at 12/31/2024 compared to $253.4m at 9/30/2024 o Q4 change primarily as a result of the decline in net asset values of private equity and real estate investments o No new asset sales in Q4 – during 2024, alternative portfolio decreased by $57.6m or 18.6% • The 2024 total investment return for the alternative asset portfolio is 4.3% o Still on track to exceed long-term benchmark returns (cost of debt capital) with completed returns exceeding benchmark o See slides 9-10 for return trends and performance by asset class • YTD 2024 total gross returns on alternative investments of $12.0m vs. $23.6m for YTD 2023 o Smaller asset base as a result of 2024 sales, particularly in private credit reduced investment income by $1.0m or 19.9% o Net realized and unrealized gains declined by $4.5m or 41.4% due to reduced asset base and unrealized losses on select private equity and real estate investments o Equity method income decreased $6.1m or 78.3% due to lower income on underlying investments • Accounting for alternative assets may be impacted by Kestrel transaction o Certain alternative and real estate investments comprising 56.2% of the alternative asset portfolio currently not marked to fair value o Accounting for select investments may change post-closing of Kestrel transaction – see slide 16 Fixed Income • Fixed income returns primarily driven by QTD income from AmTrust loan of $2.8m and AFS securities of $2.8m o Short portfolio duration of 0.8 years well positioned for current credit market volatility o Higher yields on cash equivalents and floating rate CLOs are offsetting the impact of shrinking fixed income portfolio • Fixed income portfolio continues to decrease in size as AmTrust liabilities continue to run off o FWH asset fully exhausted in Q3 2024 o Proceeds from the Q3 alternative investment sales invested in short-term investment grade fixed income securities • Floating rate securities compose $228.7m or 51.1% of fixed income investments which is reducing interest rate risk o $60.7m or 13.6% are CLOs which may be credit sensitive Average CLO rating is AA+ with 93.3% rated AAA EUR CLOs of $60.3m yield is 4.1% o $168.0m or 37.5% is floating rate loan to related party and was priced at Fed Funds rate + 200 basis points to 12/31/24 Yield of related party loan decreased to 7.1% during Q4 2024 Loan amendment reduced the rate to Fed Funds rate + 150 basis points effective 1/1/2025 Current yield presently at 6.3%
Alternative Investment Returns Remain Above Targets 9 *Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein Total Investment Returns (TTM) • 2024 total investment return on the entire portfolio was 4.8% down from 5.7% in Q4 2023 o The decrease in total investment returns was primarily driven by realized losses from Q3 sales of alternative assets related to strategic pivot along with related investment expenses • Realized portfolio has produced an ITD IRR and MOIC of 8.7% and 1.19x, respectively, total completed investments of $153.1m • 2024 total investment returns on the alternative & fixed income portfolios were 4.3% (vs. 8.1% in Q4 2023) and 5.1% (vs. 4.8% in Q4 2023), respectively
Alternative Investment Returns Continue to Build 10 *Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein Alternative Investment Highlights • Active portfolio has produced an ITD IRR and MOIC of 3.0% and 1.08x, respectively – unaudited pro forma Ranger Bermuda TopCo balance sheet at fair value has produced an ITD IRR and MOIC of 7.4% and 1.21x o 56.2% of our total alternative investments as of 12/31/2024, primarily in the Alternatives and Real Estate asset classes, do not reflect any returns to date based on the development stage of these investments - returns on these investments are expected to increase in the future as the investments mature o Excluding investments still carried at cost, active alternative investments have produced an IRR of 9.0% with an MOIC of 1.21x as of 12/31/2024 - see slide 16 for updated information on returns as part of Kestrel transaction • Realized portfolio has produced an ITD IRR and MOIC of 8.7% and 1.19x, respectively, total completed investments of $153.1m o The alternative assets sale during Q3 2024 is part of the effort to reposition the balance sheet and strengthen the overall liquidity • For the year ended December 31, 2024, total gross return on the alternative investment portfolio was $12.0m, primarily driven by realized & unrealized gains on certain private equity investments o See Form 10-K for further important details on alternative investment portfolio and related returns Note - IRR refers to the Internal Rate of Return & MOIC refers to the Multiple on Invested Capital
Q4 2024 Capital Management Update • Maiden continued active but disciplined long-term capital management in Q4 2024 o Maiden Reinsurance Ltd. ("MRL") repurchased 383,355 common shares in open market at an average price of $1.57 per share in Q4 2024 ITD repurchases as of December 31, 2024, totaled 3,311,330 common shares at $1.85 per share o In connection with the pending transaction with Kestrel, the repurchase program has been suspended • Maiden expects to maintain active but prudent and long-term approach to balance sheet management as part of its overall strategy o Significant Board authorization remains for both common shares and senior notes to cover both open market purchases and privately negotiated trades o $68.5 million and $99.9 million in authorization available for common share and senior note repurchases, respectively, as of March 3, 2025 • MRL owns 31.1% of Maiden common shares as of December 31, 2024, but is presently limited to 9.5% voting power per Maiden bye-laws o Common shares owned by MRL eliminated for accounting and financial reporting purposes on the Company’s consolidated financial statements and presented as treasury shares o Per share computations reflect elimination of MHLD common shares owned by MRL of 44,750,678 as of December 31, 2024 o Proposal to remove the 9.5% voting limitation subject to Maiden shareholders' approval at shareholders meeting 11 * Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein
Maiden Holdings – Q4 2024 Results Recap 12* Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein Comments Q4 2023Q4 2024($ millions, except per share amounts) Net Income and Per Share Data • Summary GAAP and Non-GAAP Financial Measures in Appendix$(20.8) $(0.21) $(158.0) $(1.59) GAAP Net Loss Attributable to Common Shares Per common share Key Income Statement Details • Significantly underwriting loss in Q4 2024 the result of adverse development on prior year reserves of $129.4m compared to $22.2m in corresponding period • AmTrust segment contributed 95.3% of the adverse development in Q4 2024. • See slide 14 for detail on underwriting results and prior period loss development $(21.1)$(161.3)Underwriting Loss • Net investment income 27.2% lower at $6.0m in Q4 2024 vs. $8.3m in Q4 2023 due to lower income earned on the funds withheld receivable which decreased $1.5m in Q4 2024 vs Q4 2023 • Realized and unrealized losses of $0.8m in Q4 2024 vs. gains of $5.5m in Q4 2023 mainly attributable to unrealized losses of certain equity securities • Loss from equity method investments of $1.1m vs. income of $0.9m in Q4 2023 mainly attributable to lower income generated by certain investments in the alternative investment asset class $14.6$4.1Investment Results • Excluding non-recurring expenses, Q4 2024 operating expenses were only $0.1m or 1.1% higher in Q4 2024 compared to Q4 2023 • Q4 2024 included $2.3m in non-recurring expenses related to various strategic initiatives $7.1$9.4Operating Expenses • FX gain in Q4 2024 due to USD strengthening relative to EUR and GBP vs U.S. dollar weakening in Q4 2023 which resulted to FX loss $(4.9)$10.9Foreign Exchange/Other Gains (Losses)
Maiden Holdings – YTD Q4 2024 Results Recap 13* Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein Comments Q4 2023Q4 2024($ millions, except per share amounts) Net Income and Per Share Data • Summary GAAP and Non-GAAP Financial Measures in Appendix$(38.6) $(0.38) $(201.0) $(2.01) GAAP Net Loss Attributable to Common Shares Per common share Key Income Statement Details • Higher underwriting loss YTD 2024 the result of adverse development on prior year reserves of $154.4m compared to $38.2m in corresponding period. AmTrust segment contributed 95.5% of the adverse development in Q4 2024. • See slide 15 for detail on underwriting results and prior period loss development $(49.5)$(197.4)Underwriting Loss • YTD net investment income 31.7% lower at $25.5m in 2024 vs. $37.4m in 2023 due to lower income from AmTrust funds withheld receivable and higher investment expenses • Lower realized and unrealized gains of $5.6m in 2024 vs. $7.8m in 2023 mainly attributable to losses on equity securities & other investments in the private equity and real estate asset classes in 2024 • Income from equity method investments of $1.7m in 2024 vs. $7.8m in 2023 mainly attributable to reduced income generated by certain investments in the alternative asset class $53.1$32.9Investment Results • Operating expenses in 2024 include $5.7m increase in non-recurring expenses related to various strategic initiatives • Excluding non-recurring expenses, operating expenses decreased $1.2m or 3.9% mainly due to lower cash incentive compensation • Excluding non-recurring expenses, IIS expenses are 19.0% of operating expenses $30.8$35.3Operating Expenses • FX gain in YTD 2024 due to USD strengthening relative to EUR and GBP vs U.S. dollar weakening in YTD 2023 which resulted to FX loss $(5.7)$7.0Foreign Exchange/Other Gains (Losses)
Q4 2024 UW Results and Loss Development • Q4 underwriting loss of $161.3m in 2024 vs. $21.1m in 2023 o Adverse prior year loss development of $129.4m in Q4 2024 vs. $22.2m of adverse prior year loss development in Q4 2023 o AmTrust Reinsurance segment had significant adverse loss development of $123.3m in Q4 2024 vs. $21.7m in Q4 2023 Net adverse prior year loss development in Q4 2024 in Master QS primarily emerged from following lines and classes of business CLD and Program business produced adverse development of $68.8m, SRW adverse development of $21.3m, Hospital Liability adverse development of $44.4m; partly offset by Continued favorable workers' compensation development of $11.2m $42.0m of adverse loss development experienced in the AmTrust segment in Q4 2024 is covered by the Enstar LPT/ADC and will be recognized as future GAAP income over time Amount is offset by $21.0m favorable development in WC commuted reserves o Deferred gain amortization from LPT/ADC Agreement of $4.1m in Q4 offset against the prior period loss development Cumulative paid losses have now exceeded the Agreement retention Maiden recovered $20.8m from Enstar in Q4 2024 o Q4 2024 results include $24.3m charge for resolution of ceded uncollected premium dispute with AmTrust Maiden repaying over eight-year period concurrent with extension of Loan to AmTrust maturity and agreed repayment schedule o Diversified Reinsurance segment experienced adverse loss development of $6.0m in Q4 2024 vs. $0.5m in Q4 2023 Adverse development mostly from GLS and run-off credit loss reserves 14
YTD 2024 UW Results and Loss Development • YTD underwriting loss of $197.4m in 2024 vs. $49.5m in 2023 o Higher YTD adverse prior year loss development of $154.4m in 2024 compared to $38.2m in 2023 o AmTrust segment produced higher YTD adverse loss development of $147.5m in 2024 compared to $33.7m in 2023 Master QS experienced YTD adverse development of $105.0m in 2024 from the following lines of business CLD and Program business had adverse development of $91.7m, SRW business adverse development of $34.2m partly offset by Worker Comp reported continued favorable development of $25.4m Hospital Liability YTD adverse development of $47.0m in 2024 is consistent with developing adverse development trends driven by movements in older years, prior to 2014 2024 development significantly impacted by increase in statutory tables for non-economic damages and had material impact on carried reserves $64.3m or 43.7% of YTD adverse loss development experienced in the AmTrust segment in 2024 is covered by the Enstar LPT/ADC and will be recognized as future GAAP income over time o Deferred gain amortization from LPT/ADC Agreement of $4.1m in Q4 offset against the prior period loss development o YTD results include $24.3m charge in Q4 2024 for resolution of ceded uncollected premium dispute with AmTrust Maiden repaying over eight-year period concurrent with extension of Loan to AmTrust maturity and agreed repayment schedule o Accelerated amortization of deferred acquisition costs due to premium deficiency of $3.3m in AmTrust segment o Diversified Reinsurance segment had YTD adverse loss development of $6.9m in 2024 compared to $4.4m in 2023 Adverse prior year development due to GLS, IIS and Bermuda Run- off contracts 15
Maiden – Kestrel Combination: Ranger Bermuda TopCo Unaudited Pro Forma Condensed Combined Balance Sheet • Combination Agreement between parties will result in Maiden and Kestrel combining to form Ranger Bermuda TopCo (“NewCo”) which will rebrand as Kestrel Group o Summary pro forma balance sheet on slide 17 – additional information on Kestrel in NewCo S-4 • Determination has been made that Kestrel is the “accounting acquirer” in combination, o Result is transaction being accounted for as a “reverse merger” o Kestrel historical financial statements will be the financial statements of the combined company • Under reverse merger accounting, Maiden’s asset and liabilities are converted to fair value o Preliminary pro forma Maiden net assets increased by $183.8 million compared to net assets as of 12/31/2024 – significant changes include recognition of deferred gain, market value of senior notes o Alternative investments, primarily in real estate and alternatives asset classes, preliminarily increased by $37.7 million, increasing pro forma IRR and MOIC of the active portfolio to 7.4% and 1.21x respectively, with 39.3% of assets still marked at cost o NewCo will recognize a bargain purchase option gain of $153.9 million to recognize the difference between Maiden net assets and estimated consideration paid to Kestrel - subject to change based on MHLD share price but no impact on pro forma book value • The preliminary fair value estimates are subject to change based on the final valuations o The estimated preliminary fair values of the Maiden assets and liabilities are based on preliminary valuation studies, the transaction due diligence, and information presented in Maiden’s public filings o The final purchase price and purchase price allocation may be different than the information that is presented herein, and such differences could be material o See NewCo S-4 for details on pro forma financial statements and other related matters • Preliminary pro forma NewCo shareholders' equity of $173.3 million or $1.13 per share o Pro forma per share references are fully diluted assuming 55 million shares issued to Kestrel shareholders at closing o Pro forma balance sheet does not include Maiden unrecognized deferred tax asset - pro forma per share at closing net deferred tax asset would be $1.02 per share 16
Maiden – Kestrel Combination: Ranger Bermuda TopCo Unaudited Pro Forma Condensed Combined Balance Sheet 17 (in thousands (000's), except per share data) December 31, 2024 Assets Total investments $ 521,732 Cash and cash equivalents (including restricted) 9,084 Reinsurance balances receivable, net 8,159 Reinsurance recoverable on unpaid losses 571,331 Loan to related party 133,323 Funds withheld receivable 12,017 Other assets 15,141 Assets held for sale 20,815 Total Assets $ 1,291,602 Liabilities Reserve for loss and loss adjustment expenses $ 786,880 Unearned premiums 29,793 Earn out liability 19,275 Accrued expenses and other liabilities 97,980 Liability for securities purchased 6,480 Senior notes, net 177,010 Liabilities held for sale 883 Total Liabilities 1,118,301 Equity 173,301 Total Liabilities and Equity $ 1,291,602 Book value per common share $ 1.13 Common shares outstanding 154,039,253
Maiden Holdings, Ltd. Fourth Quarter 2024 Investor Presentation - Appendix Financial Data for Period Ended December 31, 2024
Summary Consolidated Balance Sheet 19 (1) Please refer to the Non-GAAP Financial Measures on slide 28 for additional information on this non-GAAP financial measure.
Summary Consolidated Statements of Income 20
Segment Information 21 In thousands ('000's) (3)(4) Please refer to the Non-GAAP Financial Measures on slide 28 for additional information on these non-GAAP financial measures.
Segment Information 22 In thousands ('000's) (3)(4) Please refer to the Non-GAAP Financial Measures on slide 28 for additional information on these non-GAAP financial measures.
Segment Information 23 In thousands ('000's) (3)(4) Please refer to the Non-GAAP Financial Measures on slide 28 for additional information on these non-GAAP financial measures.
Segment Information 24 In thousands ('000's) (3)(4) Please refer to the Non-GAAP Financial Measures on slide 28 for additional information on these non-GAAP financial measures.
Non-GAAP Financial Measures 25 (5)(6) Please refer to the Non-GAAP Financial Measures on slides 28-29 for additional information on these non-GAAP financial measures.
Non-GAAP Financial Measures 26 (3)(9) Please refer to the Non-GAAP Financial Measures on slides 28-29 for additional information on these non-GAAP financial measures.
Non-GAAP Financial Measures 27 (2)(7)(8) Please refer to the Non-GAAP Financial Measures on slides 28-29 for additional information on these non-GAAP financial measures.
Non-GAAP Financial Measures 28
Non-GAAP Financial Measures 29
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Mar. 10, 2025 |
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