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    Watford Reports 2020 Fourth Quarter Results

    2/9/21 5:00:00 PM ET
    $WTRE
    Get the next $WTRE alert in real time by email

    PEMBROKE, Bermuda--(BUSINESS WIRE)--WATFORD HOLDINGS LTD. (“Watford” or the “Company”) (NASDAQ: WTRE) today reported net income of $61.4 million, after $1.1 million of preference dividends, for the three months ended December 31, 2020, compared to net loss of $16.9 million, after $1.2 million of preference dividends for the same period in 2019. Book value per diluted common share was $47.08 at December 31, 2020, an increase of 8.3% from December 31, 2019. The quarterly results include:

    • The 2020 fourth quarter net income available to common shareholders was $61.4 million, or $3.08 per diluted common share, a 6.8% return on average equity, compared to net loss of $16.9 million, or $(0.79) per diluted common share, for the 2019 fourth quarter;
    • The 2020 full year net income available to common shareholders was $60.5 million, or $3.04 per diluted common share, a 7.8% return on average equity, compared to net income of $44.7 million, or $2.00 per diluted common share, a 4.8% return on average equity, for the 2019 full year;
    • Combined ratio of 106.3%, comprised of a 76.5% loss ratio, a 25.6% acquisition expense ratio and a 4.2% general and administrative expense ratio for the 2020 fourth quarter, compared to a combined ratio of 128.3%, comprised of a 100.9% loss ratio, a 22.3% acquisition expense ratio and a 5.1% general and administrative expense ratio for the 2019 fourth quarter;
    • Net interest income of $24.6 million, a 1.1% yield on average net assets for the 2020 fourth quarter, compared to net interest income of $29.8 million and a 1.4% yield on average net assets for the 2019 fourth quarter; and
    • Net investment income of $84.4 million, a 3.8% return on average net assets for the 2020 fourth quarter, compared to net investment income of $32.1 million and a 1.5% return on average net assets for the 2019 fourth quarter.

    Commenting on the 2020 fourth quarter financial results, Jon Levy, CEO of Watford, said:

    “Watford's fourth quarter results continue to demonstrate the durability in our business model with another strong financial performance. Our net income for the quarter was $61.4 million, a 6.8% return on average equity for the quarter.

    We are also pleased to report solid book value growth in 2020. Our ultimate objective is to grow book value per share over time, and despite a tumultuous and challenging environment for underwriting and investments, we have grown our book value per diluted common share by 8.3% in the year.

    The quarter's results were driven by strong investment income, which totaled $84.4 million for the last three months of the year. This was achieved while we simultaneously decreased our total invested assets in our non-investment grade portfolio, continuing our efforts to reduce our capital's exposure to mark-to-market volatility.

    Our combined ratio for the quarter was 106.3%, and 104.5% when adjusted for other underwriting income and certain corporate expenses.

    Market conditions improved further in the quarter, with rates moving positively particularly in our insurance platforms.”

    Underwriting

    The following table summarizes the Company’s underwriting results on a consolidated basis:

     

    Three Months Ended December 31,

     

    Year Ended December 31,

     

    2020

     

    2019

     

    % Change

     

    2020

     

    2019

     

    % Change

     

    ($ in thousands)

    Gross premiums written

    $

    138,237

     

     

    $

    156,254

     

     

    (11.5)

    %

     

    $

    728,546

     

     

    $

    754,881

     

     

    (3.5)

    %

    Net premiums written

    97,717

     

     

    112,353

     

     

    (13.0)

    %

     

    537,589

     

     

    532,862

     

     

    0.9

    %

    Net premiums earned

    142,746

     

     

    133,446

     

     

    7.0

    %

     

    560,351

     

     

    556,690

     

     

    0.7

    %

    Underwriting income (loss) (1)

    (9,054)

     

     

    (37,819)

     

     

    76.1

    %

     

    (34,013)

     

     

    (54,076)

     

     

    37.1

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    % Point
    Change

     

     

     

     

     

    % Point
    Change

    Loss ratio

    76.5

    %

     

    100.9

    %

     

    (24.4)

    %

     

    78.6

    %

     

    81.4

    %

     

    (2.8)

    %

    Acquisition expense ratio

    25.6

    %

     

    22.3

    %

     

    3.3

    %

     

    22.4

    %

     

    22.8

    %

     

    (0.4)

    %

    General & administrative expense ratio

    4.2

    %

     

    5.1

    %

     

    (0.9)

    %

     

    5.1

    %

     

    5.5

    %

     

    (0.4)

    %

    Combined ratio

    106.3

    %

     

    128.3

    %

     

    (22.0)

    %

     

    106.1

    %

     

    109.7

    %

     

    (3.6)

    %

    Adjusted combined ratio (2)

    104.5

    %

     

    126.4

    %

     

    (21.9)

    %

     

    103.7

    %

     

    107.3

    %

     

    (3.6)

    %

    (1) Underwriting income (loss) is a non-U.S. GAAP financial measure and is calculated as net premiums earned, less loss and loss adjustment expenses, acquisition expenses and general and administrative expenses. See “Comments on Regulation G” for further discussion, including a reconciliation of underwriting income (loss) to net income (loss) available to common shareholders.

    (2) Adjusted combined ratio is a non-U.S. GAAP financial measure and is calculated by dividing the sum of loss and loss adjustment expenses, acquisition expenses and general and administrative expenses, less certain corporate expenses, by the sum of net premiums earned and other underwriting income (loss). See “Comments on Regulation G” for further discussion, including a reconciliation of our adjusted combined ratio to our combined ratio.

    The following table provides summary information regarding premiums written and earned by line of business:

     

    Three Months Ended
    December 31,

     

    Year Ended
    December 31,

     

    2020

     

    2019

     

    2020

     

    2019

     

    ($ in thousands)

    Gross premiums written:

     

     

     

     

     

     

     

    Casualty reinsurance

    $

    14,239

     

     

    $

    26,680

     

     

    $

    188,042

     

     

    $

    279,967

     

    Other specialty reinsurance

    27,668

     

     

    34,931

     

     

    117,177

     

     

    119,518

     

    Property catastrophe reinsurance

    1,569

     

     

    844

     

     

    27,334

     

     

    16,226

     

    Insurance programs and coinsurance

    94,761

     

     

    93,799

     

     

    395,993

     

     

    339,170

     

    Total

    $

    138,237

     

     

    $

    156,254

     

     

    $

    728,546

     

     

    $

    754,881

     

     

     

     

     

     

     

     

     

    Net premiums written:

     

     

     

     

     

     

     

    Casualty reinsurance

    $

    14,280

     

     

    $

    26,532

     

     

    $

    185,968

     

     

    $

    225,758

     

    Other specialty reinsurance

    26,091

     

     

    33,078

     

     

    111,575

     

     

    114,876

     

    Property catastrophe reinsurance

    1,569

     

     

    874

     

     

    26,587

     

     

    15,517

     

    Insurance programs and coinsurance

    55,777

     

     

    51,869

     

     

    213,459

     

     

    176,711

     

    Total

    $

    97,717

     

     

    $

    112,353

     

     

    $

    537,589

     

     

    $

    532,862

     

     

     

     

     

     

     

     

     

    Net premiums earned:

     

     

     

     

     

     

     

    Casualty reinsurance

    $

    49,715

     

     

    $

    55,352

     

     

    $

    205,192

     

     

    $

    238,437

     

    Other specialty reinsurance

    33,800

     

     

    30,929

     

     

    131,873

     

     

    149,688

     

    Property catastrophe reinsurance

    5,740

     

     

    3,692

     

     

    23,037

     

     

    13,399

     

    Insurance programs and coinsurance

    53,491

     

     

    43,473

     

     

    200,249

     

     

    155,166

     

    Total

    $

    142,746

     

     

    $

    133,446

     

     

    $

    560,351

     

     

    $

    556,690

     

    The following table shows the components of our loss and loss adjustment expenses for the three months and years ended December 31, 2020 and 2019:

     

    Three Months Ended December 31,

     

    Year Ended December 31,

     

    2020

     

    2019

     

    2020

     

    2019

     

    Loss and
    Loss
    Adjustment
    Expenses

     

    % of
    Earned
    Premiums

     

    Loss and
    Loss
    Adjustment
    Expenses

     

    % of
    Earned
    Premiums

     

    Loss and
    Loss
    Adjustment
    Expenses

     

    % of
    Earned
    Premiums

     

    Loss and
    Loss
    Adjustment
    Expenses

     

    % of
    Earned
    Premiums

     

    ($ in thousands)

    Current year

    $

    109,314

     

     

    76.6

    %

     

    $

    110,510

     

     

    82.8

    %

     

    $

    441,175

     

     

    78.7

    %

     

    $

    429,322

     

     

    77.1

    %

    Prior year development (favorable)/adverse

    (107)

     

     

    (0.1)

    %

     

    24,145

     

     

    18.1

    %

     

    (693)

     

     

    (0.1)

    %

     

    23,813

     

     

    4.3

    %

    Loss and loss adjustment expenses

    $

    109,207

     

     

    76.5

    %

     

    $

    134,655

     

     

    100.9

    %

     

    $

    440,482

     

     

    78.6

    %

     

    $

    453,135

     

     

    81.4

    %

    Results for the three months ended December 31, 2020 versus 2019:

    Gross premiums written in the 2020 fourth quarter were 11.5% lower than the 2019 fourth quarter. The decrease in gross premiums written reflected a decrease in casualty reinsurance and other specialty reinsurance premiums written, offset in part by an increase in insurance programs and coinsurance and property catastrophe reinsurance in the 2020 fourth quarter.

    Casualty reinsurance gross premiums decreased $12.4 million, or 46.6%, to $14.2 million, over the prior year quarter. The decrease was driven by non-renewals of certain professional liability, workers' compensation and medical malpractice treaties.

    Other specialty gross premiums decreased $7.3 million, or 20.8%, to $27.7 million, over the prior year quarter. The decrease was driven by a reduction in mortgage premiums as well as reduced writings in certain motor reinsurance cessions.

    Net premiums written in the 2020 fourth quarter decreased $14.6 million, or 13.0%, to $97.7 million, over the prior year quarter. The drivers of the decrease in net premiums written for casualty and other specialty reinsurance were the same as those impacting gross premiums written, as discussed above. The insurance programs and coinsurance net premiums written increased $3.9 million as a result of an increased net retention on our U.K. motor insurance portfolio.

    Net premiums earned in the 2020 fourth quarter increased $9.3 million, or 7.0%, to $142.7 million, over the prior year quarter. The increase in earned premiums primarily reflected increased writings in the U.S. insurance programs and coinsurance, increased European motor writings within other specialty reinsurance and, to a lesser extent, greater assumed property catastrophe reinsurance. This increase was offset in part by decreases in casualty reinsurance driven by reduced professional liability premium, as described above.

    The loss ratio was 76.5% in the 2020 fourth quarter compared to 100.9% in the 2019 fourth quarter. In the 2020 fourth quarter, we had losses totaling $1.3 million, or 0.9 points for catastrophe events which occurred during the quarter. The 2019 fourth quarter loss ratio included 18.1 points of prior year and 2.9 points of current year loss strengthening, primarily in the casualty reinsurance line of business. Casualty reinsurance prior year loss reserves were strengthened in the 2019 fourth quarter by $24.0 million, primarily due to a higher than anticipated level of reported losses on one professional lines quota share treaty program and one non-renewed multi-line quota share treaty. In addition, the 2019 fourth quarter experienced $5.0 million, or 3.7 points, of catastrophe losses, primarily due to Typhoon Hagibis in Japan.

    The acquisition expense ratio was 25.6% in the 2020 fourth quarter, compared to 22.3% in the 2019 fourth quarter. These ratio movements reflected changes in mix and the type of business.

    The general and administrative expense ratio was 4.2% in the 2020 fourth quarter, compared to 5.1% in the 2019 fourth quarter. The 0.9 point decrease versus the prior year quarter was attributable to a reduction in professional fees. Removing certain corporate expenses, our adjusted general and administrative expense ratio was 2.8% in the 2020 fourth quarter, compared to 3.7% in the 2019 fourth quarter.

    Investments

    The following table summarizes the Company’s key investment returns on a consolidated basis:

     

    Three Months Ended
    December 31,

     

    Year Ended
    December 31,

     

    2020

     

    2019

     

    2020

     

    2019

     

    ($ in thousands)

    Interest income

    $

    31,560

     

     

    $

    40,775

     

     

    $

    140,390

     

     

    $

    163,888

     

    Investment management fees - related parties

    (4,199)

     

     

    (4,807)

     

     

    (17,193)

     

     

    (18,392)

     

    Borrowing and miscellaneous other investment expenses

    (2,718)

     

     

    (6,142)

     

     

    (16,807)

     

     

    (29,285)

     

    Net interest income

    24,643

     

     

    29,826

     

     

    106,390

     

     

    116,211

     

    Realized gains (losses) on investments

    9,839

     

     

    (10,664)

     

     

    12,217

     

     

    (7,948)

     

    Unrealized gains (losses) on investments

    60,234

     

     

    16,769

     

     

    7,412

     

     

    32,191

     

    Investment performance fees - related parties

    (10,279)

     

     

    (3,849)

     

     

    (12,037)

     

     

    (12,191)

     

    Net investment income (loss)

    $

    84,437

     

     

    $

    32,082

     

     

    $

    113,982

     

     

    $

    128,263

     

     

     

     

     

     

     

     

     

    Unrealized gains on investments (balance sheet)

    $

    81,653

     

     

    $

    47,203

     

     

    $

    81,653

     

     

    $

    47,203

     

    Unrealized losses on investments (balance sheet)

    (125,495)

     

     

    (110,448)

     

     

    (125,495)

     

     

    (110,448)

     

    Net unrealized gains (losses) on investments (balance sheet)

    $

    (43,842)

     

     

    $

    (63,245)

     

     

    $

    (43,842)

     

     

    $

    (63,245)

     

     

     

     

     

     

     

     

     

    Net interest income yield on average net assets (1)

    1.1

    %

     

    1.4

    %

     

    5.1

    %

     

    5.4

    %

    Non-investment grade portfolio (1)

    1.5

    %

     

    1.7

    %

     

    6.7

    %

     

    6.8

    %

    Investment grade portfolio (1)

    0.3

    %

     

    0.6

    %

     

    1.6

    %

     

    2.5

    %

    Net investment income return on average net assets (1)

    3.8

    %

     

    1.5

    %

     

    5.4

    %

     

    6.0

    %

    Non-investment grade portfolio (1)

    5.5

    %

     

    1.7

    %

     

    6.5

    %

     

    6.8

    %

    Investment grade portfolio (1)

    0.4

    %

     

    0.9

    %

     

    3.0

    %

     

    3.9

    %

    Net investment income return on average total investments (excluding accrued investment income) (2)

    3.3

    %

     

    1.2

    %

     

    4.4

    %

     

    4.6

    %

    Non-investment grade portfolio (2)

    4.5

    %

     

    1.4

    %

     

    5.3

    %

     

    5.7

    %

    Investment grade portfolio (2)

    0.4

    %

     

    0.9

    %

     

    3.0

    %

     

    3.9

    %

    (1) Net interest income yield on average net assets and net investment income return on average net assets are calculated by dividing net interest income, and net investment income (loss), respectively, by average net assets. Net assets is calculated as the sum of total investments, accrued investment income and receivables for securities sold, less revolving credit agreement borrowings, payable for securities purchased and payable for securities sold short. For the three- and twelve-month periods, average net assets is calculated using the averages of each quarterly period. However, for the investment grade portfolio component of these returns, revolving credit agreement borrowings are not subtracted from the net assets calculation. The separate components of these returns (non-investment grade portfolio and investment grade portfolio) are non-U.S. GAAP financial measures. See “Comments on Regulation G” for further discussion, including a reconciliation of these components of our net interest income yield on average net assets and net investment income return on average net assets.

    (2) Net investment income return on average total investments (excluding accrued investment income) is calculated by dividing net investment income by average total investments. For the three- and twelve-month periods, average total investments is calculated using the averages of each quarterly period. The separate components of these returns (non-investment grade portfolio and investment grade portfolio) are non-U.S. GAAP financial measures. See “Comments on Regulation G” for further discussion, including a reconciliation of these components of our net investment income return on average total investments (excluding accrued investment income).

    Results for the three months ended December 31, 2020 versus 2019:

    Net investment income was $84.4 million for the three months ended December 31, 2020 compared to net investment income of $32.1 million for the three months ended December 31, 2019, an increase of $52.3 million. The 2020 fourth quarter net investment income return on average net assets was 3.8% as compared to 1.5% for the prior year period.

    The 2020 fourth quarter net investment income return was driven by net unrealized gains of $60.2 million and net realized gains of $9.8 million, as the non-investment grade credit spreads continued to tighten through the quarter. Net interest income decreased to $24.6 million from $29.8 million, a decrease of 17.4% compared to the prior year quarter.

    The 2020 fourth quarter non-investment grade portfolio net interest income yield on average net assets was 1.5%, a decrease from 1.7% in the fourth quarter of 2019. The reduced yield for the 2020 fourth quarter reflected a portfolio shift to higher rated investments and a decrease in LIBOR. The net realized and unrealized gains reported in the 2020 fourth quarter were $69.4 million, reflective of the credit spread recovery discussed above.

    The 2020 fourth quarter investment grade portfolio net interest income yield on average net assets was 0.3%, a decrease from 0.6% in the fourth quarter of 2019. The reduced yield for the 2020 fourth quarter reflected a reduction in interest rates. In addition, the investment grade portfolio recognized $0.6 million of net realized and unrealized gains in the quarter, as compared to net realized and unrealized gains of $2.4 million in the fourth quarter of 2019.

    The following tables summarize the composition of the Company's non-investment grade and investment grade portfolios by sector as of December 31, 2020 and September 30, 2020:

     

    December 31, 2020

     

    Total

     

    Financials

     

    Health
    Care

     

    Technology

     

    Consumer
    Services

     

    Industrials

     

    Consumer
    Goods

     

    Oil & Gas

     

    All Other (1)

     

    ($ in thousands)

    Non-Investment Grade Portfolio:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Term loan investments

    $

    851,539

     

     

    $

    191,608

     

     

    $

    162,255

     

     

    $

    159,747

     

     

    $

    79,477

     

     

    $

    131,820

     

     

    $

    24,079

     

     

    $

    29,679

     

     

    $

    72,874

     

    Corporate bonds

    312,620

     

     

    26,565

     

     

    23,929

     

     

    53,493

     

     

    81,990

     

     

    21,899

     

     

    18,759

     

     

    34,955

     

     

    51,030

     

    Equities - sector specific

    101,464

     

     

    71,574

     

     

    22,463

     

     

    2,724

     

     

    —

     

     

    2,822

     

     

    —

     

     

    479

     

     

    1,402

     

    Short-term investments - sector specific

    12,637

     

     

    —

     

     

    490

     

     

    —

     

     

    8,961

     

     

    —

     

     

    —

     

     

    —

     

     

    3,186

     

    Subtotal

    1,278,260

     

     

    289,747

     

     

    209,137

     

     

    215,964

     

     

    170,428

     

     

    156,541

     

     

    42,838

     

     

    65,113

     

     

    128,492

     

    Equities - non-sector specific

    16,737

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Short-term investments - non-sector specific

    288,753

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Asset-backed securities

    140,508

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total Non-Investment Grade Portfolio

    $

    1,724,258

     

     

    $

    289,747

     

     

    $

    209,137

     

     

    $

    215,964

     

     

    $

    170,428

     

     

    $

    156,541

     

     

    $

    42,838

     

     

    $

    65,113

     

     

    $

    128,492

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Investment Grade Portfolio:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Corporate bonds

    $

    197,247

     

     

    $

    55,430

     

     

    $

    11,190

     

     

    $

    17,863

     

     

    $

    28,002

     

     

    $

    13,989

     

     

    $

    41,543

     

     

    $

    14,473

     

     

    $

    14,757

     

    Short-term investments

    117,300

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    U.S. government and government agency bonds

    202,488

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Non-U.S. government and government agency bonds

    158,839

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Asset-backed securities

    80,258

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Mortgage-backed securities

    16,663

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Municipal government and government agency bonds

    1,788

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total Investment Grade Portfolio

    $

    774,583

     

     

    $

    55,430

     

     

    $

    11,190

     

     

    $

    17,863

     

     

    $

    28,002

     

     

    $

    13,989

     

     

    $

    41,543

     

     

    $

    14,473

     

     

    $

    14,757

     

    Total Investments

    $

    2,498,841

     

     

    $

    345,177

     

     

    $

    220,327

     

     

    $

    233,827

     

     

    $

    198,430

     

     

    $

    170,530

     

     

    $

    84,381

     

     

    $

    79,586

     

     

    $

    143,249

     

    (1) Includes telecommunications, utilities and basic materials.

     

    September 30, 2020

     

    Total

     

    Financials

     

    Health
    Care

     

    Technology

     

    Consumer
    Services

     

    Industrials

     

    Consumer
    Goods

     

    Oil & Gas

     

    All Other (1)

     

    ($ in thousands)

    Non-Investment Grade Portfolio:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Term loan investments

    $

    893,030

     

     

    $

    188,791

     

     

    $

    155,104

     

     

    $

    154,834

     

     

    $

    136,778

     

     

    $

    121,996

     

     

    $

    27,779

     

     

    $

    29,779

     

     

    $

    77,969

     

    Corporate bonds

    456,655

     

     

    44,767

     

     

    50,186

     

     

    32,676

     

     

    95,102

     

     

    41,723

     

     

    66,282

     

     

    36,173

     

     

    89,746

     

    Equities - sector specific

    96,641

     

     

    63,740

     

     

    21,812

     

     

    7,168

     

     

    —

     

     

    2,437

     

     

    —

     

     

    311

     

     

    1,173

     

    Short-term investments - sector specific

    2,265

     

     

    —

     

     

    443

     

     

    1,822

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Subtotal

    1,448,591

     

     

    297,298

     

     

    227,545

     

     

    196,500

     

     

    231,880

     

     

    166,156

     

     

    94,061

     

     

    66,263

     

     

    168,888

     

    Equities - non-sector specific

    17,139

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Short-term investments - non-sector specific

    250,636

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Asset-backed securities

    164,990

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Mortgage-backed securities

    8,600

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total Non-Investment Grade Portfolio

    $

    1,889,956

     

     

    $

    297,298

     

     

    $

    227,545

     

     

    $

    196,500

     

     

    $

    231,880

     

     

    $

    166,156

     

     

    $

    94,061

     

     

    $

    66,263

     

     

    $

    168,888

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Investment Grade Portfolio:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Corporate bonds

    $

    193,357

     

     

    $

    52,606

     

     

    $

    10,390

     

     

    $

    18,844

     

     

    $

    24,440

     

     

    $

    14,713

     

     

    $

    42,506

     

     

    $

    15,221

     

     

    $

    14,637

     

    Short-term investments

    97,490

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    U.S. government and government agency bonds

    203,452

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Non-U.S. government and government agency bonds

    150,782

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Asset-backed securities

    84,701

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Mortgage-backed securities

    18,115

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Municipal government and government agency bonds

    1,793

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total Investment Grade Portfolio

    $

    749,690

     

     

    $

    52,606

     

     

    $

    10,390

     

     

    $

    18,844

     

     

    $

    24,440

     

     

    $

    14,713

     

     

    $

    42,506

     

     

    $

    15,221

     

     

    $

    14,637

     

    Total Investments

    $

    2,639,646

     

     

    $

    349,904

     

     

    $

    237,935

     

     

    $

    215,344

     

     

    $

    256,320

     

     

    $

    180,869

     

     

    $

    136,567

     

     

    $

    81,484

     

     

    $

    183,525

     

    (1) Includes telecommunications, utilities and basic materials.

    The tables below summarize the credit quality of the Company's non-investment grade and investment grade portfolios as of December 31, 2020 and September 30, 2020, as rated by Standard & Poor’s Financial Services, LLC, or Standard & Poor’s, Moody’s Investors Service, or Moody’s, Fitch Ratings Inc., or Fitch, Kroll Bond Rating Agency, or KBRA, or DBRS Morningstar, or DBRS, as applicable:

     

    Credit Rating (1)

    December 31, 2020

    Fair Value

     

    AAA

     

    AA

     

    A

     

    BBB

     

    BB

     

    B

     

    CCC

     

    CC

     

    C

     

    Not Rated

     

    ($ in thousands)

    Non-Investment Grade Portfolio:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Term loan investments

    $

    851,539

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    11,352

     

     

    $

    19,486

     

     

    $

    588,215

     

     

    $

    185,221

     

     

    $

    7,406

     

     

    $

    2,727

     

     

    $

    37,132

     

    Corporate bonds

    312,620

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    31,089

     

     

    194,418

     

     

    59,421

     

     

    8,280

     

     

    1,894

     

     

    17,518

     

    Asset-backed securities

    140,508

     

     

    —

     

     

    —

     

     

    —

     

     

    73,911

     

     

    26,799

     

     

    8,385

     

     

    8,262

     

     

    837

     

     

    —

     

     

    22,314

     

    Short-term investments

    301,390

     

     

    83,308

     

     

    124,830

     

     

    89,577

     

     

    —

     

     

    —

     

     

    3,186

     

     

    489

     

     

    —

     

     

    —

     

     

    —

     

    Total fixed income instruments and short-term investments

    1,606,057

     

     

    83,308

     

     

    124,830

     

     

    89,577

     

     

    85,263

     

     

    77,374

     

     

    794,204

     

     

    253,393

     

     

    16,523

     

     

    4,621

     

     

    76,964

     

    Equities

    118,201

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total Non-Investment Grade Portfolio

    $

    1,724,258

     

     

    $

    83,308

     

     

    $

    124,830

     

     

    $

    89,577

     

     

    $

    85,263

     

     

    $

    77,374

     

     

    $

    794,204

     

     

    $

    253,393

     

     

    $

    16,523

     

     

    $

    4,621

     

     

    $

    76,964

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Investment Grade Portfolio:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Corporate bonds

    $

    197,247

     

     

    $

    —

     

     

    $

    19,812

     

     

    $

    82,379

     

     

    $

    87,913

     

     

    $

    7,143

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

    U.S. government and government agency bonds

    202,488

     

     

    —

     

     

    202,488

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Asset-backed securities

    80,258

     

     

    —

     

     

    —

     

     

    15,675

     

     

    59,560

     

     

    5,023

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Mortgage-backed securities

    16,663

     

     

    —

     

     

    —

     

     

    2,092

     

     

    14,571

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Non-U.S. government and government agency bonds

    158,839

     

     

    —

     

     

    158,839

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Municipal government and government agency bonds

    1,788

     

     

    783

     

     

    592

     

     

    413

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Short-term investments

    117,300

     

     

    6,211

     

     

    43,870

     

     

    19,328

     

     

    47,891

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Total Investment Grade Portfolio

    $

    774,583

     

     

    $

    6,994

     

     

    $

    425,601

     

     

    $

    119,887

     

     

    $

    209,935

     

     

    $

    12,166

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

    Total

    $

    2,498,841

     

     

    $

    90,302

     

     

    $

    550,431

     

     

    $

    209,464

     

     

    $

    295,198

     

     

    $

    89,540

     

     

    $

    794,204

     

     

    $

    253,393

     

     

    $

    16,523

     

     

    $

    4,621

     

     

    $

    76,964

     

    (1) For individual fixed maturity investments, Standard & Poor’s ratings are used. In the absence of a Standard & Poor’s rating, ratings from Moody’s are used, followed by ratings from Fitch, followed by ratings from KBRA, followed by ratings from DBRS.

     

    Credit Rating (1)

    September 30, 2020

    Fair Value

     

    AAA

     

    AA

     

    A

     

    BBB

     

    BB

     

    B

     

    CCC

     

    CC

     

    C

     

    D

     

    Not Rated

     

    ($ in thousands)

    Non-Investment Grade Portfolio:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Term loan investments

    $

    893,030

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    11,074

     

     

    $

    27,214

     

     

    $

    533,876

     

     

    $

    233,186

     

     

    $

    8,970

     

     

    $

    4,469

     

     

    $

    13,325

     

     

    $

    60,916

     

    Corporate bonds

    456,655

     

     

    —

     

     

    —

     

     

    —

     

     

    14,037

     

     

    68,968

     

     

    207,670

     

     

    126,388

     

     

    6,070

     

     

    1,171

     

     

    14,415

     

     

    17,936

     

    Asset-backed securities

    164,990

     

     

    —

     

     

    —

     

     

    5,989

     

     

    88,704

     

     

    28,452

     

     

    9,277

     

     

    8,667

     

     

    842

     

     

    —

     

     

    —

     

     

    23,059

     

    Mortgage-backed securities

    8,600

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    1,182

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    3,149

     

     

    4,269

     

    Short-term investments

    252,901

     

     

    54,458

     

     

    132,306

     

     

    63,871

     

     

    —

     

     

    —

     

     

    —

     

     

    443

     

     

    —

     

     

    —

     

     

    —

     

     

    1,823

     

    Total fixed income instruments and short-term investments

    1,776,176

     

     

    54,458

     

     

    132,306

     

     

    69,860

     

     

    113,815

     

     

    125,816

     

     

    750,823

     

     

    368,684

     

     

    15,882

     

     

    5,640

     

     

    30,889

     

     

    108,003

     

    Other Investments

    —

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Equities

    113,780

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total Non-Investment Grade Portfolio

    $

    1,889,956

     

     

    $

    54,458

     

     

    $

    132,306

     

     

    $

    69,860

     

     

    $

    113,815

     

     

    $

    125,816

     

     

    $

    750,823

     

     

    $

    368,684

     

     

    $

    15,882

     

     

    $

    5,640

     

     

    $

    30,889

     

     

    $

    108,003

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Investment Grade Portfolio:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Corporate bonds

    $

    193,357

     

     

    $

    —

     

     

    $

    20,016

     

     

    $

    87,672

     

     

    $

    80,678

     

     

    $

    4,991

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

    U.S. government and government agency bonds

    203,452

     

     

    —

     

     

    203,452

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Asset-backed securities

    84,701

     

     

    —

     

     

    —

     

     

    16,757

     

     

    63,216

     

     

    4,728

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Mortgage-backed securities

    18,115

     

     

    —

     

     

    —

     

     

    1,733

     

     

    16,382

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Non-U.S. government and government agency bonds

    150,782

     

     

    —

     

     

    150,782

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Municipal government and government agency bonds

    1,793

     

     

    784

     

     

    595

     

     

    414

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Short-term investments

    97,490

     

     

    5,116

     

     

    43,889

     

     

    —

     

     

    48,485

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

     

    —

     

    Total Investment Grade Portfolio

    $

    749,690

     

     

    $

    5,900

     

     

    $

    418,734

     

     

    $

    106,576

     

     

    $

    208,761

     

     

    $

    9,719

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

     

    $

    —

     

    Total

    $

    2,639,646

     

     

    $

    60,358

     

     

    $

    551,040

     

     

    $

    176,436

     

     

    $

    322,576

     

     

    $

    135,535

     

     

    $

    750,823

     

     

    $

    368,684

     

     

    $

    15,882

     

     

    $

    5,640

     

     

    $

    30,889

     

     

    $

    108,003

     

    (1) For individual fixed maturity investments, Standard & Poor’s ratings are used. In the absence of a Standard & Poor’s rating, ratings from Moody’s are used, followed by ratings from Fitch, followed by ratings from KBRA, followed by ratings from DBRS.

    Corporate Function

    The Company has a corporate function that includes general and administrative expenses related to corporate activities, interest expense, transaction costs and other, net foreign exchange gains (losses), income tax expense and items related to the Company’s contingently redeemable preference shares.

    The Company incurred an interest expense of $2.9 million and $3.0 million for the three months ended December 31, 2020 and 2019, respectively, in relation to the Company’s 6.5% senior notes issued on July 2, 2019. Interest is paid semi-annually in arrears on January 2 and July 2.

    Preference dividends were $1.1 million and $1.2 million for the three months ended December 31, 2020 and 2019, respectively.

    During the 2020 fourth quarter, the Company incurred $4.0 million of transaction costs, which included various legal, advisory and other consulting costs associated with the previously announced Merger Agreement between the Company and Arch Capital Group Ltd. (“Arch”).

    There were no common share repurchases during the 2020 fourth quarter. As of December 31, 2020, approximately $47.1 million of share repurchases were available under the Company’s previously announced $50 million share repurchase program. The Company does not anticipate making any further repurchases under its current share repurchase program due to its pending acquisition by Greysbridge Holdings Ltd. (“HoldCo”), a newly-formed company organized by Arch.

    Conference Call

    The Company will not hold a conference call to discuss its 2020 fourth quarter results due to the previously announced Merger Agreement between the Company and Arch.

    About Watford Holdings Ltd.

    Watford Holdings Ltd. is a global property and casualty insurance and reinsurance company with approximately $1.2 billion in capital as of December 31, 2020, comprised of: $172.7 million of senior notes, $52.4 million of contingently redeemable preference shares and $941.3 million of common shareholders’ equity, with operations in Bermuda, the United States and Europe. Its operating subsidiaries have been assigned financial strength ratings of “A-” (Excellent) from A.M. Best and “A” with an Outlook of Negative from KBRA. On November 19, 2020, A.M. Best announced that it has maintained its “under review with negative implications” status for the financial strength ratings of our operating subsidiaries.

    CONSOLIDATED BALANCE SHEETS (UNAUDITED)

     

    (Unaudited)

     

     

     

    December 31,

     

    December 31,

     

    2020

     

    2019

    Assets

    ($ in thousands)

    Investments:

     

     

     

    Term loans, fair value option (Amortized cost: $890,996 and $1,113,212)

    $

    851,539

     

     

    $

    1,061,934

     

    Fixed maturities, fair value option (Amortized cost: $477,548 and $432,576)

    455,162

     

     

    416,594

     

    Short-term investments, fair value option (Cost: $412,762 and $325,542)

    418,690

     

     

    329,303

     

    Equity securities, fair value option

    64,994

     

     

    59,799

     

    Other investments, fair value option

    —

     

     

    30,461

     

    Investments, fair value option

    1,790,385

     

     

    1,898,091

     

    Fixed maturities, available for sale (Amortized cost: $638,075 and $739,456)

    655,249

     

     

    745,708

     

    Equity securities, fair value through net income

    53,207

     

     

    65,338

     

    Total investments

    2,498,841

     

     

    2,709,137

     

    Cash and cash equivalents

    211,451

     

     

    102,437

     

    Accrued investment income

    14,679

     

     

    14,025

     

    Premiums receivable

    224,377

     

     

    273,657

     

    Reinsurance recoverable on unpaid and paid losses and loss adjustment expenses

    286,590

     

     

    170,974

     

    Prepaid reinsurance premiums

    122,339

     

     

    132,577

     

    Deferred acquisition costs, net

    53,705

     

     

    64,044

     

    Receivable for securities sold

    37,423

     

     

    16,288

     

    Intangible assets

    7,650

     

     

    7,650

     

    Funds held by reinsurers

    45,989

     

     

    42,505

     

    Other assets

    29,016

     

     

    17,562

     

    Total assets

    $

    3,532,060

     

     

    $

    3,550,856

     

    Liabilities

     

     

     

    Reserve for losses and loss adjustment expenses

    $

    1,519,583

     

     

    $

    1,263,628

     

    Unearned premiums

    407,714

     

     

    438,907

     

    Losses payable

    59,397

     

     

    61,314

     

    Reinsurance balances payable

    63,269

     

     

    77,066

     

    Payable for securities purchased

    16,916

     

     

    18,180

     

    Payable for securities sold short

    21,975

     

     

    66,257

     

    Revolving credit agreement borrowings

    211,640

     

     

    484,287

     

    Senior notes

    172,689

     

     

    172,418

     

    Amounts due to affiliates

    7,708

     

     

    4,467

     

    Investment management and performance fees payable

    21,641

     

     

    17,762

     

    Other liabilities

    35,786

     

     

    21,912

     

    Total liabilities

    $

    2,538,318

     

     

    $

    2,626,198

     

    Commitments and contingencies

     

     

     

    Contingently redeemable preference shares

    52,398

     

     

    52,305

     

    Shareholders’ equity

     

     

     

    Common shares ($0.01 par; shares authorized: 120 million; shares issued: 22,804,128 and 22,692,300)

    228

     

     

    227

     

    Additional paid-in capital

    899,491

     

     

    898,083

     

    Retained earnings (deficit)

    103,554

     

     

    43,470

     

    Accumulated other comprehensive income (loss)

    15,994

     

     

    5,629

     

    Common shares held in treasury, at cost (shares: 2,917,149 and 2,789,405)

    (77,923)

     

     

    (75,056)

     

    Total shareholders’ equity

    941,344

     

     

    872,353

     

    Total liabilities, contingently redeemable preference shares and shareholders’ equity

    $

    3,532,060

     

     

    $

    3,550,856

     

    CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

     

    (Unaudited)

     

    (Unaudited)

     

    Three Months Ended
    December 31,

    Year Ended
    December 31,

     

    2020

     

    2019

     

    2020

     

    2019

    Revenues

    ($ in thousands except share and per share data)

    Gross premiums written

    $

    138,237

     

     

    $

    156,254

     

     

    $

    728,546

     

     

    $

    754,881

     

    Gross premiums ceded

    (40,520)

     

     

    (43,901)

     

     

    (190,957)

     

     

    (222,019)

     

    Net premiums written

    97,717

     

     

    112,353

     

     

    537,589

     

     

    532,862

     

    Change in unearned premiums

    45,029

     

     

    21,093

     

     

    22,762

     

     

    23,828

     

    Net premiums earned

    142,746

     

     

    133,446

     

     

    560,351

     

     

    556,690

     

    Other underwriting income (loss)

    498

     

     

    568

     

     

    2,045

     

     

    2,412

     

    Interest income

    31,560

     

     

    40,775

     

     

    140,390

     

     

    163,888

     

    Investment management fees - related parties

    (4,199)

     

     

    (4,807)

     

     

    (17,193)

     

     

    (18,392)

     

    Borrowing and miscellaneous other investment expenses

    (2,718)

     

     

    (6,142)

     

     

    (16,807)

     

     

    (29,285)

     

    Net interest income

    24,643

     

     

    29,826

     

     

    106,390

     

     

    116,211

     

    Realized and unrealized gains (losses) on investments

    70,073

     

     

    6,105

     

     

    19,629

     

     

    24,243

     

    Investment performance fees - related parties

    (10,279)

     

     

    (3,849)

     

     

    (12,037)

     

     

    (12,191)

     

    Net investment income (loss)

    84,437

     

     

    32,082

     

     

    113,982

     

     

    128,263

     

    Total revenues

    227,681

     

     

    166,096

     

     

    676,378

     

     

    687,365

     

    Expenses

     

     

     

     

     

     

     

    Loss and loss adjustment expenses

    (109,207)

     

     

    (134,655)

     

     

    (440,482)

     

     

    (453,135)

     

    Acquisition expenses

    (36,578)

     

     

    (29,785)

     

     

    (125,541)

     

     

    (126,788)

     

    General and administrative expenses

    (6,015)

     

     

    (6,825)

     

     

    (28,341)

     

     

    (30,843)

     

    Interest expense

    (2,912)

     

     

    (2,950)

     

     

    (11,647)

     

     

    (5,791)

     

    Net foreign exchange gains (losses)

    (6,139)

     

     

    (7,536)

     

     

    (1,387)

     

     

    (8,247)

     

    Transaction costs and other

    (4,040)

     

     

    —

     

     

    (4,040)

     

     

    —

     

    Total expenses

    (164,891)

     

     

    (181,751)

     

     

    (611,438)

     

     

    (624,804)

     

    Income (loss) before income taxes

    62,790

     

     

    (15,655)

     

     

    64,940

     

     

    62,561

     

    Income tax expense

    (359)

     

     

    —

     

     

    (26)

     

     

    (20)

     

    Net income (loss) before preference dividends and redemption costs

    62,431

     

     

    (15,655)

     

     

    64,914

     

     

    62,541

     

    Preference dividends

    (1,061)

     

     

    (1,209)

     

     

    (4,402)

     

     

    (13,632)

     

    Accelerated amortization of costs related to the redemption of preference shares

    —

     

     

    —

     

     

    —

     

     

    (4,164)

     

    Net income (loss) available to common shareholders

    $

    61,370

     

     

    $

    (16,864)

     

     

    $

    60,512

     

     

    $

    44,745

     

    Other comprehensive income (loss) net of income tax:

     

     

     

     

     

     

     

    Available-for-sale investments:

     

     

     

     

     

     

     

    Unrealized holding gains (losses) arising during the period

    $

    7,255

     

     

    $

    (1,749)

     

     

    $

    16,695

     

     

    $

    12,649

     

    Unrealized foreign currency gains (losses) arising during the period

    7,051

     

     

    7,596

     

     

    5,360

     

     

    3,372

     

    Credit loss recognized in net income (loss)

    (213)

     

     

    —

     

     

    197

     

     

    —

     

    Reclassification of net realized (gains) losses, net of income taxes, included in net income (loss)

    (765)

     

     

    (2,146)

     

     

    (11,133)

     

     

    (5,611)

     

    Unrealized holding gains (losses) of available for sale investments

    13,328

     

     

    3,701

     

     

    11,119

     

     

    10,410

     

    Foreign currency translation adjustments

    (531)

     

     

    (384)

     

     

    (754)

     

     

    (51)

     

    Other comprehensive income (loss) net of income tax

    12,797

     

     

    3,317

     

     

    10,365

     

     

    10,359

     

    Comprehensive income (loss)

    $

    74,167

     

     

    $

    (13,547)

     

     

    $

    70,877

     

     

    $

    55,104

     

    Earnings (loss) per share:

     

     

     

     

     

     

     

    Basic

    $

    3.09

     

     

    $

    (0.79)

     

     

    $

    3.04

     

     

    $

    2.00

     

    Diluted

    $

    3.08

     

     

    $

    (0.79)

     

     

    $

    3.04

     

     

    $

    2.00

     

    Weighted average number of ordinary shares used in the determination of earnings (loss) per share:

     

     

     

     

     

     

     

    Basic

    19,890,784

     

     

    21,277,287

     

     

    19,899,137

     

     

    22,366,682

     

    Diluted

    19,952,166

     

     

    21,277,287

     

     

    19,921,231

     

     

    22,373,968

     

     

    Three Months Ended
    December 31,

     

    Year Ended
    December 31,

     

    2020

     

    2019

     

    2020

     

    2019

    Numerator:

    ($ in thousands except share and per share data)

    Net income (loss) before preference dividends and redemption costs

    $

    62,431

     

     

    $

    (15,655)

     

     

    $

    64,914

     

     

    $

    62,541

     

    Preference dividends

    (1,061)

     

     

    (1,209)

     

     

    (4,402)

     

     

    (13,632)

     

    Accelerated amortization of costs related to the redemption of preference shares

    —

     

     

    —

     

     

    —

     

     

    (4,164)

     

    Net income (loss) available to common shareholders

    $

    61,370

     

     

    $

    (16,864)

     

     

    $

    60,512

     

     

    $

    44,745

     

    Denominator:

     

     

     

     

     

     

     

    Weighted average common shares outstanding - basic

    19,890,784

     

     

    21,277,287

     

     

    19,899,137

     

     

    22,366,682

     

    Effect of dilutive common share equivalents:

     

     

     

     

     

     

     

    Weighted average non-vested restricted share units (1)

    61,382

     

     

    —

     

     

    22,094

     

     

    7,286

     

    Weighted average common shares outstanding - diluted

    19,952,166

     

     

    21,277,287

     

     

    19,921,231

     

     

    22,373,968

     

    Earnings (loss) per common share:

     

     

     

     

     

     

     

    Basic

    $

    3.09

     

     

    $

    (0.79)

     

     

    $

    3.04

     

     

    $

    2.00

     

    Diluted

    $

    3.08

     

     

    $

    (0.79)

     

     

    $

    3.04

     

     

    $

    2.00

     

    (1) The weighted average non-vested restricted share units are excluded from the calculation of diluted weighted average common shares outstanding for the three months ended December 31, 2019, due to a net loss reported.

     

    December 31,
    2020

     

    September 30,
    2020

     

    June 30,
    2020 (1)

     

    March 31,
    2020 (2)

     

    December 31,
    2019

    Numerator:

    ($ in thousands except share and per share data)

    Total shareholders’ equity

    $

    941,344

     

     

    $

    866,899

     

     

    $

    776,151

     

     

    $

    564,054

     

     

    $

    872,353

     

    Denominator:

     

     

     

     

     

     

     

     

     

    Common shares outstanding - basic (1)(2)

    19,890,784

     

     

    19,890,784

     

     

    19,890,784

     

     

    19,863,328

     

     

    19,976,397

     

    Effect of dilutive common share equivalents:

     

     

     

     

     

     

     

     

     

    Non-vested restricted share units (2)

    103,820

     

     

    103,820

     

     

    103,820

     

     

    131,277

     

     

    82,360

     

    Common shares outstanding - diluted

    19,994,604

     

     

    19,994,604

     

     

    19,994,604

     

     

    19,994,605

     

     

    20,058,757

     

     

     

     

     

     

     

     

     

     

     

    Book value per common share

    $47.33

     

    $43.58

     

    $39.02

     

    $28.40

     

    $43.67

    Book value per diluted common share

    $47.08

     

    $43.36

     

    $38.82

     

    $28.21

     

    $43.49

    (1) During the second quarter of 2020, the Company issued 100,958 common shares, related to the restricted share units granted to certain employees and directors in the second quarter of 2019. Of these shares, 27,456 common shares vested in the second quarter of 2020.

    (2) During the first quarter of 2020, the Company granted 63,591 restricted share units and common shares to certain employees and directors, 48,916 of which are non-vested as of December 31, 2020.

    Comments on Regulation G

    Throughout this release, the Company presents its operations in the way it believes will be the most meaningful and useful to investors, analysts, rating agencies and others who use the Company’s financial information in evaluating the performance of the Company and that investors and such other persons benefit from having a consistent basis for comparison between quarters and for comparison with other companies within the industry. These measures may not, however, be comparable to similarly titled measures used by companies outside of the insurance industry. Investors are cautioned not to place undue reliance on these non-U.S. GAAP financial measures in assessing the Company’s overall financial performance.

    This presentation includes the use of “underwriting income (loss)” (which is defined as net premiums earned less loss and loss adjustment expenses, acquisition expenses and general and administrative expenses), “adjusted underwriting income (loss)” (which is defined as underwriting income (loss) plus other underwriting income (loss) less certain corporate expenses), and “adjusted combined ratio” (which is calculated by dividing the sum of loss and loss adjustment expenses, acquisition expenses and general and administrative expenses, less certain corporate expenses, by the sum of net premiums earned and other underwriting income (loss)). Certain corporate expenses are generally comprised of certain non-recurring costs associated with the ongoing operations of the holding company, such as compensation of certain executives and costs associated with the initial setup of subsidiaries.

    The presentation of underwriting income (loss), adjusted underwriting income (loss) and the adjusted combined ratio are non-U.S. GAAP financial measures as defined in Regulation G. The reconciliation of such measures to net income (loss) available to common shareholders (the most directly comparable U.S. GAAP financial measure) in accordance with Regulation G is included on the following pages of this release.

    Underwriting income (loss) is useful in evaluating our underwriting performance, without regard to other underwriting income (losses), net investment income (losses), net foreign exchange gains (losses), interest expense, transaction costs and other, income tax expenses and preference dividends, and adjusted underwriting income (loss) is useful in evaluating our underwriting performance, without regard to net investment income (losses), net foreign exchange gains (losses), interest expense, transaction costs and other, income tax expenses, preference dividends and certain corporate expenses, and the adjusted combined ratio is a key indicator of our profitability, without regard to certain corporate expenses. The Company believes that preference dividends, income tax expense, foreign exchange gains (losses), transaction cost and other, interest expense, net investment income (loss), other underwriting income (loss) and certain corporate expenses in any particular period are not indicative of the performance of, or trends in, the Company’s underwriting performance. Although preference dividends, income tax expense, foreign exchange gains (losses), transaction costs and other, interest expense, net investment income (loss) and other underwriting income (loss) are an integral part of the Company’s operations, the decision to realize investment gains or losses, the recognition of the change in the carrying value of investments accounted for using the fair value option in net realized gains or losses, and the recognition of foreign exchange gains or losses are independent of the underwriting process and result, in large part, from general economic and financial market conditions. Furthermore, certain users of the Company’s financial information believe that, for many companies, the timing of the realization of investment gains or losses is largely opportunistic. The Company believes that certain corporate expenses, due to their non-recurring nature, are not indicative of the performance of, or trends in, the Company’s business performance. Due to these reasons, the Company excludes preference dividends, income tax expense, foreign exchange gains (losses), transaction costs and other, interest expense, net investment income (loss), other underwriting income (loss) from the calculation of underwriting income (loss), and excludes preference dividends, income tax expense, foreign exchange gains (losses), transaction costs and other, interest expense, net investment income (loss) and certain corporate expenses from the calculation of adjusted underwriting income (loss) and the adjusted combined ratio.

    The Company believes that showing underwriting income (loss), adjusted underwriting income (loss) and the adjusted combined ratio exclusive of the items referred to above reflects the underlying fundamentals of the Company’s business since the Company evaluates the performance of its business using underwriting income (loss), adjusted underwriting income (loss) and the adjusted combined ratio. The Company believes that this presentation enables investors and other users of the Company’s financial information to analyze the Company’s performance in a manner similar to how the Company’s management analyzes performance. The Company also believes that this measure follows industry practice and, therefore, allows the users of the Company’s financial information to compare the Company’s performance with its industry peer group. The Company believes 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 analysis for the same reasons.

    This presentation also includes the non-investment grade portfolio and investment grade portfolio components of our investment returns: “net interest income yield on average net assets” (calculated as net interest income divided by average net assets), “net investment income return on average total investments (excluding accrued investment income)” (calculated as net investment income divided by average total investments), and “net investment income return on average net assets” (calculated as net investment income divided by average net assets). Net assets is calculated as the sum of total investments, accrued investment income and receivables for securities sold, less revolving credit agreement borrowings, payable for securities purchased and payables for securities sold short. For the three- and twelve-month periods, average net assets is calculated using the averages of each quarterly period. However, for the investment grade portfolio component of these returns, the impact of the revolving credit agreement borrowings is not subtracted from net interest income, net investment income (loss) or the net assets calculation.

    The presentation of the separate components of our investment returns (non-investment grade portfolio and investment grade portfolio) are non-U.S. GAAP financial measures as defined in Regulation G. The reconciliation of such measures to net interest income and net investment income (loss), the most directly comparable U.S. GAAP financial measures, in accordance with Regulation G is included on the following pages of this release.

    The non-investment grade portfolio and investment grade portfolio components of our investment returns (net interest income yield on average net assets, net investment income return on average net assets and on average total investments (excluding accrued investment income), respectively) are useful in evaluating our investment performance. The non-investment grade portfolio components of these investment returns reflect the performance of our investment strategy under HPS Investment Partners, LLC (“HPS”), which includes the use of leverage. The investment grade portfolio component of these returns reflects the performance of the investment portfolios that predominantly support our underwriting collateral.

    The following tables present a reconciliation of underwriting income (loss) to net income (loss) available to common shareholders, and a reconciliation of adjusted underwriting income (loss) to underwriting income (loss):

     

    Three Months Ended
    December 31,

     

    Year Ended
    December 31,

     

    2020

     

    2019

     

    2020

     

    2019

     

    ($ in thousands)

    Net income (loss) available to common shareholders

    $

    61,370

     

     

    $

    (16,864)

     

     

    $

    60,512

     

     

    $

    44,745

     

    Preference dividends

    1,061

     

     

    1,209

     

     

    4,402

     

     

    13,632

     

    Accelerated amortization of costs related to the redemption of preference shares

    —

     

     

    —

     

     

    —

     

     

    4,164

     

    Net income (loss) before preference dividends and redemption costs

    62,431

     

     

    (15,655)

     

     

    64,914

     

     

    62,541

     

    Income tax expense

    359

     

     

    —

     

     

    26

     

     

    20

     

    Interest expense

    2,912

     

     

    2,950

     

     

    11,647

     

     

    5,791

     

    Transaction costs and other

    4,040

     

     

    —

     

    .

    4,040

     

     

    —

     

    Net foreign exchange (gains) losses

    6,139

     

     

    7,536

     

     

    1,387

     

     

    8,247

     

    Net investment (income) loss

    (84,437)

     

     

    (32,082)

     

     

    (113,982)

     

     

    (128,263)

     

    Other underwriting (income) loss

    (498)

     

     

    (568)

     

     

    (2,045)

     

     

    (2,412)

     

    Underwriting income (loss)

    (9,054)

     

     

    (37,819)

     

     

    (34,013)

     

     

    (54,076)

     

    Certain corporate expenses

    2,102

     

     

    1,882

     

     

    11,133

     

     

    10,812

     

    Other underwriting income (loss)

    498

     

     

    568

     

     

    2,045

     

     

    2,412

     

    Adjusted underwriting income (loss)

    $

    (6,454)

     

     

    $

    (35,369)

     

     

    $

    (20,835)

     

     

    $

    (40,852)

     

    The adjusted combined ratio reconciles to the combined ratio for the three months and years ended December 31, 2020 and 2019 as follows:

     

    Three Months Ended December 31,

     

    2020

     

    2019

     

    Amount

     

    Adjustment

     

    As Adjusted

     

    Amount

     

    Adjustment

     

    As Adjusted

     

    ($ in thousands)

    Losses and loss adjustment expenses

    $

    109,207

     

     

    $

    —

     

     

    $

    109,207

     

     

    $

    134,655

     

     

    $

    —

     

     

    $

    134,655

     

    Acquisition expenses

    36,578

     

     

    —

     

     

    36,578

     

     

    29,785

     

     

    —

     

     

    29,785

     

    General & administrative expenses (1)

    6,015

     

     

    (2,102)

     

     

    3,913

     

     

    6,825

     

     

    (1,882)

     

     

    4,943

     

    Net premiums earned (1)

    142,746

     

     

    498

     

     

    143,244

     

     

    133,446

     

     

    568

     

     

    134,014

     

     

     

     

     

     

     

     

     

     

     

     

     

    Loss ratio

    76.5

    %

     

     

     

     

     

    100.9

    %

     

     

     

     

    Acquisition expense ratio

    25.6

    %

     

     

     

     

     

    22.3

    %

     

     

     

     

    General & administrative expense ratio

    4.2

    %

     

     

     

     

     

    5.1

    %

     

     

     

     

    Combined ratio

    106.3

    %

     

     

     

     

     

    128.3

    %

     

     

     

     

    Adjusted loss ratio

     

     

     

     

    76.2

    %

     

     

     

     

     

    100.5

    %

    Adjusted acquisition expense ratio

     

     

     

     

    25.5

    %

     

     

     

     

     

    22.2

    %

    Adjusted general & administrative expense ratio

     

     

     

     

    2.8

    %

     

     

     

     

     

    3.7

    %

    Adjusted combined ratio

     

     

     

     

    104.5

    %

     

     

     

     

     

    126.4

    %

    (1) Adjustments include certain corporate expenses, which are deducted from general and administrative expenses, and other underwriting income (loss), which is added to net premiums earned.

     

    Year Ended December 31,

     

    2020

     

    2019

     

    Amount

     

    Adjustment

     

    As Adjusted

     

    Amount

     

    Adjustment

     

    As Adjusted

     

    ($ in thousands)

    Losses and loss adjustment expenses

    $

    440,482

     

     

    $

    —

     

     

    $

    440,482

     

     

    $

    453,135

     

     

    $

    —

     

     

    $

    453,135

     

    Acquisition expenses

    125,541

     

     

    —

     

     

    125,541

     

     

    126,788

     

     

    —

     

     

    126,788

     

    General & administrative expenses (1)

    28,341

     

     

    (11,133)

     

     

    17,208

     

     

    30,843

     

     

    (10,812)

     

     

    20,031

     

    Net premiums earned (1)

    560,351

     

     

    2,045

     

     

    562,396

     

     

    556,690

     

     

    2,412

     

     

    559,102

     

     

     

     

     

     

     

     

     

     

     

     

     

    Loss ratio

    78.6

    %

     

     

     

     

     

    81.4

    %

     

     

     

     

    Acquisition expense ratio

    22.4

    %

     

     

     

     

     

    22.8

    %

     

     

     

     

    General & administrative expense ratio

    5.1

    %

     

     

     

     

     

    5.5

    %

     

     

     

     

    Combined ratio

    106.1

    %

     

     

     

     

     

    109.7

    %

     

     

     

     

    Adjusted loss ratio

     

     

     

     

    78.3

    %

     

     

     

     

     

    81.0

    %

    Adjusted acquisition expense ratio

     

     

     

     

    22.3

    %

     

     

     

     

     

    22.7

    %

    Adjusted general & administrative expense ratio

     

     

     

     

    3.1

    %

     

     

     

     

     

    3.6

    %

    Adjusted combined ratio

     

     

     

     

    103.7

    %

     

     

     

     

     

    107.3

    %

    (1) Adjustments include certain corporate expenses, which are deducted from general and administrative expenses, and other underwriting income (loss), which is added to net premiums earned.

    The following tables summarize the components of our total investment return for the three months and years ended December 31, 2020 and 2019:

     

    Three Months Ended December 31, 2020

     

    Three Months Ended December 31, 2019

     

    Non-
    Investment
    Grade

     

    Investment
    Grade

     

    Cost of
    U/W
    Collateral (4)

     

    Total

     

    Non-
    Investment
    Grade

     

    Investment
    Grade

     

    Cost of
    U/W
    Collateral (4)

     

    Total

     

    ($ in thousands)

    Interest income

    $

    28,857

     

     

    $

    2,703

     

     

    $

    —

     

     

    $

    31,560

     

     

    $

    34,435

     

     

    $

    6,340

     

     

    $

    —

     

     

    $

    40,775

     

    Investment management fees - related parties

    (3,877)

     

     

    (322)

     

     

    —

     

     

    (4,199)

     

     

    (4,431)

     

     

    (376)

     

     

    —

     

     

    (4,807)

     

    Borrowing and miscellaneous other investment expenses

    (2,280)

     

     

    (318)

     

     

    (120)

     

     

    (2,718)

     

     

    (2,807)

     

     

    (316)

     

     

    (3,019)

     

     

    (6,142)

     

    Net interest income

    22,700

     

     

    2,063

     

     

    (120)

     

     

    24,643

     

     

    27,197

     

     

    5,648

     

     

    (3,019)

     

     

    29,826

     

    Net realized gains (losses) on investments

    9,196

     

     

    643

     

     

    —

     

     

    9,839

     

     

    (13,539)

     

     

    2,875

     

     

    —

     

     

    (10,664)

     

    Net unrealized gains (losses) on investments (1)

    60,238

     

     

    (4)

     

     

    —

     

     

    60,234

     

     

    17,283

     

     

    (514)

     

     

    —

     

     

    16,769

     

    Investment performance fees - related parties

    (10,279)

     

     

    —

     

     

    —

     

     

    (10,279)

     

     

    (3,849)

     

     

    —

     

     

    —

     

     

    (3,849)

     

    Net investment income (loss)

    $

    81,855

     

     

    $

    2,702

     

     

    $

    (120)

     

     

    $

    84,437

     

     

    $

    27,092

     

     

    $

    8,009

     

     

    $

    (3,019)

     

     

    $

    32,082

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Average total investments (2)

    $

    1,807,107

     

     

    $

    762,137

     

     

    $

    —

     

     

    $

    2,569,244

     

     

    $

    1,869,300

     

     

    $

    870,208

     

     

    $

    —

     

     

    $

    2,739,508

     

    Average net assets (3)

    $

    1,497,478

     

     

    $

    764,930

     

     

    $

    (24,750)

     

     

    $

    2,237,658

     

     

    $

    1,635,302

     

     

    $

    872,771

     

     

    $

    (328,750)

     

     

    $

    2,179,323

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net interest income yield on average net assets (3)

    1.5

    %

     

    0.3

    %

     

     

     

    1.1

    %

     

    1.7

    %

     

    0.6

    %

     

     

     

    1.4

    %

    Net investment income return on average total investments (excluding accrued investment income) (2)

    4.5

    %

     

    0.4

    %

     

     

     

    3.3

    %

     

    1.4

    %

     

    0.9

    %

     

     

     

    1.2

    %

    Net investment income return on average net assets (3)

    5.5

    %

     

    0.4

    %

     

    (0.5)

    %

     

    3.8

    %

     

    1.7

    %

     

    0.9

    %

     

    (0.9)

    %

     

    1.5

    %

    (1) Net unrealized gains (losses) on investments excludes unrealized gains and losses from the available for sale portfolios, which are recorded in other comprehensive income.

    (2) Net investment income return on average total investments (excluding accrued investment income) is calculated by dividing net investment income by average total investments. For the three-month period, average total investments is calculated using the average of the beginning and ending balance of each quarterly period. However, for the investment grade portfolio component of these returns, the impact of revolving credit agreement borrowings is not subtracted from net investment income.

    (3) Net interest income yield on average net assets and net investment income return on average net assets are calculated by dividing net interest income, and net investment income (loss), respectively, by average net assets. For the non-investment grade component of investment returns and total investment returns, net assets is calculated as the sum of total investments, accrued investment income and receivables for securities sold, less total revolving credit agreement borrowings, payable for securities purchased and payable for securities sold short. However, for the investment grade portfolio component of these returns, the impact of the revolving credit agreement borrowings is not subtracted from net interest income, net investment income (loss), or the net assets calculation.

    (4) The cost of underwriting collateral is calculated as the revolving credit agreement expenses for the investment grade portfolios divided by the average total revolving credit agreement borrowings for the investment grade portfolios during the period.

     

    Twelve Months Ended December 31, 2020,

     

    Twelve Months Ended December 31, 2019,

     

    Non-
    Investment
    Grade

     

    Investment
    Grade

     

    Cost of
    U/W
    Collateral (4)

     

    Total

     

    Non-
    Investment
    Grade

     

    Investment
    Grade

     

    Cost of
    U/W
    Collateral (4)

     

    Total

     

    ($ in thousands)

    Interest income

    $

    125,504

     

     

    $

    14,886

     

     

    $

    —

     

     

    $

    140,390

     

     

    $

    139,280

     

     

    $

    24,608

     

     

    $

    —

     

     

    $

    163,888

     

    Investment management fees - related parties

    (15,817)

     

     

    (1,376)

     

     

    —

     

     

    (17,193)

     

     

    (16,877)

     

     

    (1,515)

     

     

    —

     

     

    (18,392)

     

    Borrowing and miscellaneous other investment expenses

    (10,290)

     

     

    (1,025)

     

     

    (5,492)

     

     

    (16,807)

     

     

    (15,047)

     

     

    (983)

     

     

    (13,255)

     

     

    (29,285)

     

    Net interest income

    99,397

     

     

    12,485

     

     

    (5,492)

     

     

    106,390

     

     

    107,356

     

     

    22,110

     

     

    (13,255)

     

     

    116,211

     

    Net realized gains (losses) on investments

    1,190

     

     

    11,027

     

     

    —

     

     

    12,217

     

     

    (13,147)

     

     

    5,199

     

     

    —

     

     

    (7,948)

     

    Net unrealized gains (losses) on investments (1)

    7,369

     

     

    43

     

     

    —

     

     

    7,412

     

     

    24,729

     

     

    7,462

     

     

    —

     

     

    32,191

     

    Investment performance fees - related parties

    (12,037)

     

     

    —

     

     

    —

     

     

    (12,037)

     

     

    (12,191)

     

     

    —

     

     

    —

     

     

    (12,191)

     

    Net investment income (loss)

    $

    95,919

     

     

    $

    23,555

     

     

    $

    (5,492)

     

     

    $

    113,982

     

     

    $

    106,747

     

     

    $

    34,771

     

     

    $

    (13,255)

     

     

    $

    128,263

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Average total investments (2)

    $1,812,010

     

    $786,937

     

    $

    —

     

     

    $2,598,947

     

    $1,872,835

     

    $900,641

     

    $

    —

     

     

    $2,773,476

    Average net assets (3)

    $1,484,777

     

    $791,754

     

    $(173,500)

     

    $2,103,031

     

    $1,568,980

     

    $900,069

     

    $(325,527)

     

    $2,143,522

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net interest income yield on average net assets (3)

    6.7

    %

     

    1.6

    %

     

     

     

    5.1

    %

     

    6.8

    %

     

    2.5

    %

     

     

     

    5.4

    %

    Net investment income return on average total investments (excluding accrued investment income) (2)

    5.3

    %

     

    3.0

    %

     

     

     

    4.4

    %

     

    5.7

    %

     

    3.9

    %

     

     

     

    4.6

    %

    Net investment income return on average net assets (3)

    6.5

    %

     

    3.0

    %

     

    (3.2)

    %

     

    5.4

    %

     

    6.8

    %

     

    3.9

    %

     

    (4.1)

    %

     

    6.0

    %

    (1) Net unrealized gains (losses) on investments excludes unrealized gains and losses from the available for sale portfolios, which are recorded in other comprehensive income.

    (2) Net investment income return on average total investments (excluding accrued investment income) is calculated by dividing net investment income by average total investments. For the twelve-month period, average total investments is calculated using the average of the beginning and ending balance of each quarterly period. However, for the investment grade portfolio component of these returns, the impact of revolving credit agreement borrowings is not subtracted from net investment income.

    (3) Net interest income yield on average net assets and net investment income return on average net assets are calculated by dividing net interest income, and net investment income (loss), respectively, by average net assets. For the non-investment grade component of investment returns and total investment returns, net assets is calculated as the sum of total investments, accrued investment income and receivables for securities sold, less total revolving credit agreement borrowings, payable for securities purchased and payable for securities sold short. However, for the investment grade portfolio component of these returns, the impact of the revolving credit agreement borrowings is not subtracted from net interest income, net investment income (loss), or the net assets calculation.

    (4) The cost of underwriting collateral is calculated as the revolving credit agreement expenses for the investment grade portfolios divided by the average total revolving credit agreement borrowings for the investment grade portfolios during the period.

     

    As of December 31, 2020

     

    As of December 31, 2019

     

    Non-
    Investment
    Grade

     

    Investment
    Grade

     

    Borrowings
    for U/W
    Collateral

     

    Total

     

    Non-
    Investment
    Grade

     

    Investment
    Grade

     

    Borrowings
    for U/W
    Collateral

     

    Total

     

    ($ in thousands)

    Average total investments - QTD

    $

    1,807,107

     

     

    $

    762,137

     

     

    $

    —

     

     

    $

    2,569,244

     

     

    $

    1,869,300

     

     

    $

    870,208

     

     

    $

    —

     

     

    $

    2,739,508

     

    Average total investments - YTD

    1,812,010

     

     

    786,937

     

     

    —

     

     

    2,598,947

     

     

    1,872,835

     

     

    900,641

     

     

    —

     

     

    2,773,476

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Average net assets - QTD

    1,497,478

     

     

    764,930

     

     

    (24,750)

     

     

    2,237,658

     

     

    1,635,302

     

     

    872,771

     

     

    (328,750)

     

     

    2,179,323

     

    Average net assets - YTD

    1,484,777

     

     

    791,754

     

     

    (173,500)

     

     

    2,103,031

     

     

    1,568,980

     

     

    900,069

     

     

    (325,527)

     

     

    2,143,522

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total investments

    $

    1,724,258

     

     

    $

    774,583

     

     

    $

    —

     

     

    $

    2,498,841

     

     

    $

    1,862,253

     

     

    $

    846,884

     

     

    $

    —

     

     

    $

    2,709,137

     

    Accrued investment income

    11,640

     

     

    3,039

     

     

    —

     

     

    14,679

     

     

    9,679

     

     

    4,346

     

     

    —

     

     

    14,025

     

    Receivable for securities sold

    37,412

     

     

    11

     

     

    —

     

     

    37,423

     

     

    16,275

     

     

    13

     

     

    —

     

     

    16,288

     

    Less: Payable for securities purchased

    16,916

     

     

    —

     

     

    —

     

     

    16,916

     

     

    18,180

     

     

    —

     

     

    —

     

     

    18,180

     

    Less: Payable for securities sold short

    21,975

     

     

    —

     

     

    —

     

     

    21,975

     

     

    66,257

     

     

    —

     

     

    —

     

     

    66,257

     

    Less: Revolving credit agreement borrowings

    186,890

     

     

    —

     

     

    24,750

     

     

    211,640

     

     

    155,537

     

     

    —

     

     

    328,750

     

     

    484,287

     

    Net assets

    $

    1,547,529

     

     

    $

    777,633

     

     

    $

    (24,750)

     

     

    $

    2,300,412

     

     

    $

    1,648,233

     

     

    $

    851,243

     

     

    $

    (328,750)

     

     

    $

    2,170,726

     

    Non-investment grade borrowing ratio (1)

    12.1

    %

     

     

     

     

     

     

     

    9.4

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Unrealized gains on investments

    $

    59,501

     

     

    $

    22,152

     

     

    $

    —

     

     

    $

    81,653

     

     

    $

    38,057

     

     

    $

    9,146

     

     

    $

    —

     

     

    $

    47,203

     

    Unrealized losses on investments

    (120,891)

     

     

    (4,604)

     

     

    —

     

     

    (125,495)

     

     

    (108,444)

     

     

    (2,004)

     

     

    —

     

     

    (110,448)

     

    Net unrealized gains (losses) on investments

    $

    (61,390)

     

     

    $

    17,548

     

     

    $

    —

     

     

    $

    (43,842)

     

     

    $

    (70,387)

     

     

    $

    7,142

     

     

    $

    —

     

     

    $

    (63,245)

     

    (1) The non-investment grade borrowing ratio is calculated as revolving credit agreement borrowings divided by net assets.

    Cautionary Note Regarding Forward-Looking Statements

    The Private Securities Litigation Reform Act of 1995 (the “PSLRA”) provides a “safe harbor” for forward-looking statements. This release or any other written or oral statements made by or on behalf of the Company may include forward-looking statements, which reflect the Company’s current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forward-looking statements. Forward-looking statements, for purposes of the PSLRA or otherwise, can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” and similar statements of a future or forward-looking nature or their negative or variations or similar terminology. These forward-looking statements include statements regarding the Company’s return on equity potential and prospects for further book value growth.

    Forward-looking statements involve the Company’s current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. Important factors that could cause actual events or results to differ materially from those indicated in such statements are discussed below and elsewhere in this release and in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”), and include:

    • our limited operating history;
    • fluctuations in the results of our operations;
    • our ability to compete successfully with more established competitors;
    • our losses exceeding our reserves;
    • downgrades, potential downgrades or other negative actions by rating agencies, including A.M. Best’s announcement that it has placed under review with negative implications the financial strength and credit ratings of our operating subsidiaries;
    • our dependence on key executives and inability to attract qualified personnel, or the potential loss of Bermudian personnel as a result of Bermuda employment restrictions;
    • our dependence on letter of credit facilities that may not be available on commercially acceptable terms;
    • our potential inability to pay dividends or distributions;
    • our potential need for additional capital in the future and the potential unavailability of such capital to us on favorable terms or at all;
    • our dependence on clients’ evaluations of risks associated with such clients’ insurance underwriting;
    • the suspension or revocation of our subsidiaries’ insurance licenses;
    • Watford Holdings potentially being deemed an investment company under U.S. federal securities law;
    • the potential characterization of us and/or any of our subsidiaries as a passive foreign investment company (“PFIC”);
    • our dependence on certain subsidiaries of Arch for services critical to our underwriting operations;
    • changes to our strategic relationship with Arch or the termination by Arch of any of our services agreements or quota share agreements;
    • our dependence on HPS and Arch Investment Management Ltd. (“AIM”) to implement our investment strategy;
    • the termination by HPS or AIM of any of our investment management agreements;
    • risks associated with our investment strategy being greater than those faced by competitors;
    • changes in the regulatory environment;
    • our potentially becoming subject to U.S. federal income taxation;
    • our potentially becoming subject to U.S. withholding and information reporting requirements under the U.S. Foreign Account Tax Compliance Act (“FATCA”) provisions;
    • our ability to complete acquisitions and integrate businesses successfully;
    • adverse general, societal, economic and market conditions, including those caused by pandemics, including COVID-19, and government actions in response thereto;
    • uncertainties regarding the proposed acquisition of the Company by HoldCo;
    • legal proceedings that have been, and additional proceedings that may be initiated against the Company or its directors related to the proposed transaction with HoldCo;
    • the business of the Company may suffer as a result of uncertainty surrounding the proposed transaction with HoldCo, and there may be challenges with employee retention as a result of the proposed transaction with HoldCo;
    • the proposed transaction with HoldCo may involve unexpected costs, liabilities or delays; and
    • the other matters set forth under Item 1A “Risk Factors,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections of the Company’s Annual Report on Form 10-K, as well as the other factors set forth in the Company’s other documents on file with the SEC, and management’s response to any of the aforementioned factors.
    • There continues to be significant uncertainties surrounding the ultimate number of insurance claims and scope of damage resulting from the COVID-19 global pandemic. The Company’s estimates across its insurance and reinsurance lines of business are based on currently available information derived from modeling techniques, preliminary claims information obtained from the Company’s clients and brokers, a review of relevant in-force contracts with potential exposure to the pandemic, estimates of reinsurance recoverables, and reflects our interpretation of the legal environment. These estimates include losses only related to claims incurred as of December 31, 2020. Actual losses from these events may vary materially from the estimates due to several factors, including the inherent uncertainties in making such determinations and the evolving nature of this pandemic.

    We believe that we are relatively less exposed to COVID-19 global pandemic-related underwriting losses than many industry peers. For example, we have either no, or de minimis, premium writings in life, accident and health, event cancellation, trade credit, travel or pandemic specific coverages that respond directly to COVID-19 global pandemic-related losses. With regard to the potential exposure to business interruption losses, we write a limited amount of commercial property exposure, mainly emanating from our property catastrophe line of business, which is consistent with our strategy to target longer duration lines of business. We incurred a loss of $5.5 million in 2020 for COVID-19 related business interruption losses in our property catastrophe lines of business. We continue to monitor our potential COVID-19 exposures.

    All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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