19.12.2016 23:30:00
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Syncora Holdings Ltd. Announces Third Quarter 2016 Interim GAAP Consolidated Financial Results And Board Composition Changes
HAMILTON, Bermuda, Dec. 19, 2016 /PRNewswire/ -- Syncora Holdings Ltd. ("SHL" or the "Company"), a Bermuda holding company whose subsidiaries primarily provide financial guarantee insurance and reinsurance, today reported results for the nine months ended September 30, 2016.
Syncora Holdings Ltd. | |||||||||
Summary Results of Consolidated Operations (Unaudited) | |||||||||
Nine Months Ended September 30, 2016 and 2015 | |||||||||
(U.S. dollars in millions, except per share amounts) | |||||||||
2016 | 2015 | ||||||||
Net premiums earned | $ 52.2 | $ 47.8 | |||||||
Net investment income | 36.3 | 31.5 | |||||||
Net (loss) on insurance cash flow certificates | (43.2) | (49.8) | |||||||
Net (loss) earnings on credit default and other swap contracts | (52.3) | 114.3 | |||||||
Net recoveries (losses) and loss adjustment expenses | 101.4 | 128.1 | |||||||
Operating expenses | 70.0 | 62.4 | |||||||
Net income attributable to controlling interest | $ 12.6 | $ 178.7 | |||||||
GAAP earnings per common share | $ 2.072 | $ 4.662 | |||||||
Non-GAAP operating income (1) | $ 101.4 | $ 107.3 | |||||||
Non-GAAP operating income per common share (1) | $ 1.64 | $ 1.91 | |||||||
As of | As of | ||||||||
September 30, 2016 | December 31, 2015 | ||||||||
Adjusted Book Value (1) | $ 541.5 | $ 283.3 | |||||||
Common shares outstanding at end of period | 86.6 | 56.3 | |||||||
Adjusted Book Value per common share (1) | $ 6.25 | $ 5.03 | |||||||
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(1) Non-GAAP operating Income and Adjusted Book Value are non-GAAP financial measures that exclude (or include) amounts that are included in (or excluded from) total Syncora Holdings Ltd. net income and common shareholders' equity, respectively, which are presented in accordance with GAAP. See below for reconciliations between GAAP and Non-GAAP financial measures. | |||||||||
(2) For purposes of our earnings per share calculation, $115.2 million and $83.4 million is included for 2016 and 2015, respectively, which related to the extinguishment of the Series A perpetual non-cumulative preference shares. | |||||||||
Third Quarter Results
Consolidated Statements of Operations
Net premiums earned were $52.2 million for the nine months ended September 30, 2016, as compared to $47.8 million for the nine months ended September 30, 2015. The increase was due to higher premium accelerations from remediation activities and refundings, primarily from the purchase of the remaining insured obligations related to American Roads. Total premium accelerations were $25.7 million for the nine months ended September 30, 2016, as compared to $14.2 million for the nine months ended September 30, 2015.
Net recoveries (losses) and loss adjustment expenses were $101.4 million for the nine months ended September 30, 2016, as compared to $128.1 million for the nine months ended September 30, 2015. The decrease was primarily due to a significant benefit received in 2015 from the commutation of structured single risk credits, which was greater than the benefits from the American Roads remediation as discussed above and the $40.0 million settlement of a dispute with an RMBS originator related to an insured RMBS-related transaction in 2016.
Net (loss) earnings on credit default and other swap contracts was $(52.3) million for the nine months ended September 30, 2016, as compared to $114.3 million in 2015. The decrease was primarily due to non-performance risk and yield curve spread tightening, as well as from collateral spread widening on the underlying reference obligations.
Operating expenses were $70.0 million for the nine months ended September 30, 2016, as compared to $62.4 million for the nine months ended September 30, 2015. The increase was primarily due to additional professional fees incurred in connection with the August 12, 2016 restructuring transactions.
Consolidated Balance Sheets
Total assets decreased by $155.0 million from $2,625.7 million as of December 31, 2015 to $2,470.7 million as of September 30, 2016 primarily due to the purchase of the remaining insured obligations relating to American Roads, the $55.0 million surplus note payment and lower receivables on insurance cash flow certificates primarily as a result of positive RMBS developments, partially offset by the receipt of a $40.0 million settlement of a dispute with an RMBS originator as discussed above.
Total liabilities decreased by $178.4 million from $2,110.4 million as of December 31, 2015 to $1,932.0 million as of September 30, 2016. The decrease resulted primarily from the release of reserves associated with the American Roads remediation purchase as discussed above, lower unpaid losses due to RMBS positive developments, the settlement of a dispute related to our guarantee of certain interest rate swaps issued with respect to the City of Detroit, and lower unearned premium revenue from the continued run-off of our insured portfolio and from our ongoing remediation activities. The decreases were partially offset by higher credit default and other swap contract liabilities due to non-performance risk and yield curve spread tightening, as well as from collateral spread widening, and the continued accretion of Syncora Guarantee Inc.'s surplus notes.
Syncora Holdings Ltd. | |||||||
Consolidated Statements of Operations (Unaudited) | |||||||
Nine Months Ended September 30, 2016 and 2015 | |||||||
(U.S. dollars in thousands) | |||||||
2016 | 2015 | ||||||
Revenues | |||||||
Net premiums earned | $ 52,224 | $ 47,839 | |||||
Net investment income | 36,280 | 31,488 | |||||
Net realized losses on investments | (9,386) | (3,695) | |||||
Net loss on insurance cash flow certificates | (43,238) | (49,777) | |||||
Toll revenue | 21,195 | 19,486 | |||||
Fees and other income | 21,755 | 9,919 | |||||
Net (loss) earnings on credit default and other swap contracts | (52,270) | 114,287 | |||||
Net change in fair value of consolidated variable interest entities | 18,699 | 9,117 | |||||
Total revenues | 45,259 | 178,664 | |||||
Expenses | |||||||
Net (recoveries) losses and loss adjustment expenses | (101,416) | (128,090) | |||||
Amortization of deferred acquisition costs, net | 5,414 | 6,454 | |||||
Realized loss on interest rate derivative instrument | 501 | 2,678 | |||||
Interest expense, including accretion of $15,731 and $18,335 | 53,571 | 53,918 | |||||
Operating expenses | 70,022 | 62,448 | |||||
Total expenses | 28,092 | (2,592) | |||||
Income before income tax expense | 17,167 | 181,256 | |||||
Income tax expense | 4,137 | 1,767 | |||||
Net income | 13,030 | 179,489 | |||||
Net income attributable to non-controlling interest | 393 | 801 | |||||
Net income attributable to controlling interest | $ 12,637 | $ 178,688 | |||||
Syncora Holdings Ltd. | |||||||
Consolidated Balance Sheets | |||||||
September 30, 2016 (Unaudited) and December 31, 2015 | |||||||
(U.S. dollars in thousands) | |||||||
2016 | 2015 | ||||||
ASSETS | |||||||
Debt securities, available-for-sale, at fair value | $ 1,309,724 | $ 1,355,985 | |||||
Other invested assets, at fair value | 74,201 | 57,470 | |||||
Cash and cash equivalents | 186,274 | 245,743 | |||||
Total cash and invested assets | 1,570,199 | 1,659,198 | |||||
Restricted cash and cash equivalents | 3,380 | 26,101 | |||||
Accrued investment income | 12,932 | 8,317 | |||||
Deferred acquisition costs, net | 48,829 | 54,243 | |||||
Premiums receivable | 122,391 | 133,516 | |||||
Salvage and subrogation recoverable | 93,970 | 87,829 | |||||
Receivables on insurance cash flow certificates, net | 262,043 | 314,412 | |||||
Property and equipment, net | 49,142 | 50,781 | |||||
Leasehold rights and other definite-lived intangible assets, net | 19,012 | 21,544 | |||||
Toll rights and other indefinite-lived intangible assets, net | 97,726 | 97,726 | |||||
Other assets | 65,005 | 46,437 | |||||
Assets of consolidated variable interest entities, at fair value | 126,065 | 125,608 | |||||
Total assets | $ 2,470,694 | $ 2,625,712 | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Liabilities | |||||||
Unpaid losses and loss adjustment expenses | $ 815,889 | $ 1,007,186 | |||||
Unearned premium revenue | 318,705 | 366,821 | |||||
Credit default and other swap contracts, at fair value | 155,453 | 97,962 | |||||
Notes payable (par value: $685,551 and $719,142) | 389,650 | 366,237 | |||||
Accrued interest on notes payable | 114,828 | 129,592 | |||||
Reinsurance premiums payable | 13,160 | 15,239 | |||||
Accounts payable, accrued expenses and other liabilities | 46,298 | 42,452 | |||||
Pension and other post-retirement liabilities | 11,370 | 11,200 | |||||
Liabilities of consolidated variable interest entities, at fair value | 66,687 | 73,726 | |||||
Total liabilities | 1,932,040 | 2,110,415 | |||||
Shareholders' equity | |||||||
Non-controlling interest in subsidiary - Series B perpetual | |||||||
non-cumulative preferred shares of Syncora Guarantee Inc. | 13,453 | 13,453 | |||||
Non-controlling interest in consolidated entity | 3,052 | 3,146 | |||||
Series A perpetual non-cumulative preferred shares and | |||||||
additional paid-in-capital | - | 163,162 | |||||
Common shares and additional paid-in-capital | 2,716,220 | 2,678,346 | |||||
Accumulated deficit | (2,215,369) | (2,343,216) | |||||
Accumulated other comprehensive income | 21,298 | 406 | |||||
Total Syncora Holdings Ltd. common shareholders' equity | 522,149 | 335,536 | |||||
Total Syncora Holdings Ltd. shareholders' equity | 522,149 | 498,698 | |||||
Total shareholders' equity | 538,654 | 515,297 | |||||
Total liabilities and shareholders' equity | $ 2,470,694 | $ 2,625,712 | |||||
Non-GAAP Financial Measures
This earnings release references Non-GAAP operating income (loss) and adjusted book value ("Adjusted Book Value"), financial measures that are not calculated in accordance with GAAP. A Non-GAAP financial measure is a numerical measure of financial performance or financial position that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. While the Company does not manage its business or measure its performance using Non-GAAP measures, we are presenting these Non-GAAP financial measures because they provide greater transparency and enhanced visibility into the underlying performance of our business and the effect of certain items that the Company believes will reverse from GAAP book value over time. In addition, we have included these measures because we believe they provide investors with important additional information to compare the Company to other financial guarantors. Non-GAAP operating income (loss) and Adjusted Book Value as calculated do not consider timing or amounts, if any, of payment on SGI's surplus notes, which would require NYDFS approval, dividend restrictions under New York Insurance Law applicable to the insurance subsidiaries and contractual constraints with respect to any dividend payment. Reference should be made to Note 20 in the most recently issued consolidated GAAP financial statements. In addition, because other financial guarantors may calculate Non-GAAP operating income (loss) and Adjusted Book Value or similarly titled measures differently, or may not be subject to the restrictions noted above, Non-GAAP operating income (loss) and Adjusted Book Value may not necessarily be comparable to similarly titled measures reported by other financial guarantors. Non-GAAP operating income (loss) and Adjusted Book Value are not substitutes for the most directly comparable GAAP measures, should not be viewed in isolation and may be subject to change.
The following table reconciles GAAP earnings attributable to common shareholders of Syncora Holdings Ltd. to Non-GAAP operating income attributable to common shareholders of Syncora Holdings Ltd.:
Syncora Holdings Ltd. | ||||
(In millions) | Nine Months Ended September 30, | |||
2016 | 2015 | |||
GAAP net income | $ 12.6 | $ 178.7 | ||
Extinguishment of Series A perpetual non-cumulative | ||||
preference shares | 115.2 | 83.4 | ||
GAAP earnings attributable to common shareholders of | ||||
Syncora Holdings Ltd. | $ 127.8 | $ 262.1 | ||
GAAP net income | $ 12.6 | $ 178.7 | ||
Pre-tax adjustments: | ||||
Effect of consolidating VIEs (1) | (7.8) | 10.3 | ||
Non-credit impairment of net realized and unrealized fair value losses and (gains) on credit derivatives (2) | 55.1 | (103.7) | ||
Surplus note accretion (3) | 15.7 | 18.3 | ||
Net realized (gains) and losses on investments (4) | 13.4 | 3.7 | ||
Non-recurring transaction related expenses (5) | 12.3 | - | ||
Total pre-tax adjustments | 88.7 | (71.4) | ||
Less tax effect on pre-tax adjustments (6) | - | - | ||
Non-GAAP operating income | $ 101.4 | $ 107.3 | ||
Basic and diluted weighted average common shares | 61.7 | 56.3 | ||
GAAP earnings per common share | $ 2.07 | $ 4.66 | ||
Non-GAAP operating income per common share | $ 1.64 | $ 1.91 | ||
Non-GAAP operating income (loss) adjustments:
The following table reconciles GAAP common shareholders' equity to Adjusted Book Value:
Syncora Holdings Ltd. | |||||||
Reconciliation of GAAP Common Shareholders' Equity to | |||||||
Adjusted Book Value (in millions) | |||||||
As of September 30, | As of December 31, | ||||||
2016 | 2015 | ||||||
GAAP common shareholders' equity | $ 522.1 | $ 335.5 | |||||
Series A preferred stock (1) | - | (2.3) | |||||
Series B preferred stock (1) | (121.0) | (121.0) | |||||
Adjusted GAAP common shareholders' equity | $ 401.1 | $ 212.2 | |||||
Pre-tax adjustments: | |||||||
Deferred acquisition costs (2) | (48.8) | (54.2) | |||||
Effect of deconsolidating VIEs (3) | 63.1 | 69.9 | |||||
Net credit derivative liability (4) | 108.5 | 53.4 | |||||
Net present value of estimated net future credit derivative | |||||||
revenue (5) | 75.5 | 80.9 | |||||
Net unearned premium reserve on financial guaranty contracts in excess of expected loss to be expensed (6) | 297.4 | 317.7 | |||||
Notes payable (7) | (295.9) | (352.9) | |||||
Unrealized gains on investments (8) | (34.0) | (15.8) | |||||
Taxes (9) | (25.4) | (27.9) | |||||
Adjusted Book Value | $ 541.5 | $ 283.3 | |||||
Common shares outstanding at end of the period | 86.6 | 56.3 | |||||
Book value per common share | $ 4.63 | $ 3.77 | |||||
Adjusted book value per common share | $ 6.25 | $ 5.03 |
Adjusted Book Value adjustments:
Including the net present value of estimated net future credit derivative revenues enables an evaluation of the value of future estimated credit derivative revenue for which there is no corresponding GAAP financial measure.
Board Composition Changes
The Company also announced that the various Syncora boards will be reduced by a total of five individuals – four at SHL and one at an insurance subsidiary board. Four of these reductions will be effective on January 1, 2017, and one will be effective on May 1, 2017. Effective January 1, 2017, the SHL board will consist of: Michael P. Esposito (Chairman), Frederick Arnold, Alan Carr, Susan Comparato (current CEO and management director)1, Dr. Grant Gibbons (Chair, Nominating and Governance Committee), Robert Lichten (Chair, Compensation Committee), Robert Mills, Thomas Norsworthy (current chair, Audit Committee)2, Coleman Ross (future Chair, Audit Committee)2, and Robert White.
Conference Call Details
The earnings call will be webcast via the Investor Events page of the Investor Relations section of the Company's website, or by dialing (877) 512-9165 (U.S. toll free), or (706) 679-5795 outside the U.S., Puerto Rico and Canada, approximately 10 minutes prior to the scheduled start time and providing conference ID# 264-73-940. Following conclusion of the call, the Company will post a transcript on its website alongside a replay of the webcast. The replay will also be available via telephone by dialing (855) 859-2056 (U.S. toll free), or (404) 537-3406 outside the U.S., Puerto Rico and Canada, and providing conference ID# 264-73-940.
Important Information
This press release contains statements about future results, plans and events that may constitute "forward-looking" statements within the meaning of the U.S. federal securities laws. The Company cautions you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "comfortable with," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control. These risks and uncertainties include, but are not limited to, the factors described in the Company's historical filings with the New York State Department of Financial Services, and in the Company's, Syncora Guarantee Inc.'s and Syncora Capital Assurance Inc.'s GAAP and statutory financial statements, as applicable, posted on its website at www.syncora.com. Readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made.
1 Frederick Hnat will replace Susan Comparato following her departure from the Company.
2Thomas Norsworthy's resignation will become effective on May 1, 2017, following the completion of the Company's 2016 audit. Coleman Ross will assume the duties of Audit Committee Chair at that time.
Contact:
R. Sharon Smith
Syncora Holdings Ltd.
1-212-478-3413
investorrelations@scafg.com
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/syncora-holdings-ltd-announces-third-quarter-2016-interim-gaap-consolidated-financial-results-and-board-composition-changes-300381546.html
SOURCE Syncora Holdings Ltd.
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