Watford Reports 2019 Third Quarter Results

PEMBROKE, Bermuda, Oct. 29, 2019 (GLOBE NEWSWIRE) -- WATFORD HOLDINGS LTD. ("Watford" or the "Company") WTRE today reported net income of $0.2 million, after $2.6 million of preference dividends and $4.2 million of accelerated amortization costs related to the redemption of preference shares, for the three months ended September 30, 2019, compared to net income of $18.8 million, after payment of $4.9 million of preference dividends, in the same period in 2018. The results included:

  • Net income available to common shareholders of $0.2 million, or $0.01 per diluted common share, compared to net income of $18.8 million, or $0.83 per diluted common share for the 2018 third quarter;
  • Book value per diluted common share of $42.05 at September 30, 2019;
  • Combined ratio of 104.0%, comprised of a 76.5% loss ratio, a 21.9% acquisition expense ratio and a 5.6% general and administrative expense ratio, compared to a combined ratio of 100.7% for the prior year third quarter, comprised of a 71.5% loss ratio, a 24.9% acquisition expense ratio and a 4.3% general and administrative expense ratio;
  • Net interest income of $29.5 million, a 1.4% yield on average net assets for the 2019 third quarter, compared to net interest income of $27.4 million and a 1.3% yield on average net assets for the 2018 third quarter;
  • Net investment income of $14.0 million, a 0.6% return on average net assets for the 2019 third quarter, compared to net investment income of $21.4 million and a 1.1% return on average net assets for the 2018 third quarter.
  • On July 2, 2019, the Company completed an offering of $175.0 million of 6.5% senior notes, with a maturity date of July 2, 2029. The net proceeds from the offering were used to redeem 76.34% of the Company's 8½% cumulative redeemable preference shares.  In addition to the accelerated amortization noted above, the redeemed preference shares were paid dividends totaling $1.3 million.

Commenting on the 2019 third quarter financial results, John Rathgeber, CEO of Watford, said:

"Our results for the 2019 third quarter, while essentially break even from a net income standpoint, contained many positives and are stronger than a cursory reading of our financials might first reveal.

Due to the refinancing of a sizable portion of our preference shares, this quarter's results were impacted by charges totaling $5.5 million for accelerated amortization and other one-time payments related to the redemption.

The third quarter results were also impacted by approximately $15 million of net unrealized investment losses in the quarter, which was largely in line with the slight spread widening experienced by the high yield market overall.

Net interest income, at $29.5 million, was up approximately 8% from the 2018 third quarter despite the more recent declining interest rate environment.

The combined ratio was 104.0% and, when adjusted for certain corporate expenses and other underwriting income, the adjusted combined ratio was 101.8%. Given our mix of business and the sizable industry catastrophe events during the quarter, most notably Hurricane Dorian and Typhoon Faxai, we are pleased with the third quarter underwriting results. Our loss reserves for prior accident years continued to hold up well, with slight net favorable development in the quarter.

Insurance and reinsurance market conditions in most lines of business continue to trend more favorably than we have seen in several years, which we believe should translate into even stronger underwriting results in future quarters.

We were also pleased to implement, in connection with our previously announced share repurchase program, a Rule 10b5-1 share repurchase plan, which took effect on September 30, 2019.  As the plan incepted at the end of the third quarter, and there is a short settlement lag following trades, the reduction in share count will not be reflected in our financial results until the fourth quarter.

Through nine months, our total book value has increased 8.0% from year-end 2018 and we remain optimistic about continued strong book value growth."

Underwriting

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

 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 % Change 2019 2018 % Change
                      
 ($ in thousands)
Gross premiums written$249,960  $185,033  35.1% $598,627  $574,078  4.3%
Net premiums written155,752  151,677  2.7% 420,509  471,815  (10.9)%
Net premiums earned125,832  135,624  (7.2)% 423,244  431,889  (2.0)%
Underwriting income (loss) (1)(5,021) (912) (450.5)% (16,257) (3,180) (411.2)%
              
       % Point

Change
     % Point

Change
Loss ratio76.5% 71.5% 5.0% 75.2% 72.3% 2.9%
Acquisition expense ratio21.9% 24.9% (3.0)% 22.9% 24.7% (1.8)%
General & administrative expense ratio5.6% 4.3% 1.3% 5.7% 3.8% 1.9%
Combined ratio104.0% 100.7% 3.3% 103.8% 100.8% 3.0%
Adjusted combined ratio (2)101.8% 99.5% 2.3% 101.3% 99.5% 1.8%

(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 shows the components of our loss and loss adjustment expenses for the three and nine months ended September 30, 2019 and 2018:

 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
 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$96,417  76.6% $99,215  73.2% $318,812  75.3% $314,381  72.8%
Prior year development (favorable)/adverse(203) (0.1)% (2,258) (1.7)% (332) (0.1)% (2,294) (0.5)%
Loss and loss adjustment expenses $96,214  76.5% $96,957  71.5% $318,480  75.2% $312,087  72.3%



 
The following table provides summary information regarding premiums written and earned by line of business:
    
 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
                
 ($ in thousands)
Gross premiums written:       
Casualty reinsurance$145,129  $80,274  $253,287  $222,636 
Other specialty reinsurance22,453  37,434  84,587  151,083 
Property catastrophe reinsurance3,461  1,353  15,382  8,740 
Insurance programs and coinsurance78,917  65,972  245,371  191,619 
Total $249,960  $185,033  $598,627  $574,078 
        
Net premiums written:       
Casualty reinsurance$92,084  $80,149  $199,226  $221,669 
Other specialty reinsurance22,093  35,466  81,798  138,259 
Property catastrophe reinsurance3,040  1,342  14,643  8,515 
Insurance programs and coinsurance38,535  34,720  124,842  103,372 
Total $155,752  $151,677  $420,509  $471,815 
        
Net premiums earned:       
Casualty reinsurance$52,266  $63,292  $183,085  $206,532 
Other specialty reinsurance31,563  36,987  118,759  125,271 
Property catastrophe reinsurance3,617  2,481  9,707  7,443 
Insurance programs and coinsurance38,386  32,864  111,693  92,643 
Total$125,832  $135,624  $423,244  $431,889 

Results for the three months ended September 30, 2019 versus 2018:

Gross and net premiums written in the 2019 third quarter were 35.1% and 2.7% higher, respectively, than the 2018 third quarter.  The increase in premiums reflected a higher level of new and renewal business bound in casualty reinsurance and insurance programs and coinsurance.  This increase was offset in part by a reduction in other specialty reinsurance premiums in the 2019 third quarter.

Net premiums earned in the 2019 third quarter were 7.2% lower than the 2018 third quarter. The decrease in premiums reflected prior period reduced participations in casualty reinsurance and other specialty reinsurance, offset in part by increased writings in insurance programs and coinsurance.

The loss ratio was 76.5% in the 2019 third quarter compared to 71.5% in the 2018 third quarter.  The increase in the loss ratio largely reflects changes in the mix and type of business.  In addition, the prior period loss ratio benefited from 1.7 points of net favorable loss reserve development while loss reserve development this quarter was essentially flat.

The acquisition expense ratio was 21.9% in the 2019 third quarter, compared to 24.9% in the 2018 third quarter, reflecting changes in the mix and type of business.

The general and administrative expense ratio was 5.6% in the 2019 third quarter, compared to 6.5% in the 2019 second quarter and 4.3% in the 2018 third quarter. The 0.9 point decrease this quarter versus the 2019 second quarter reflected the timing of certain long-term incentive compensation expenses, including a one-time accelerated expense equating to approximately 1.0% of earned premium in the 2019 second quarter. The 1.3 point increase versus the prior year third quarter was attributable to ongoing public company expenses. Removing certain corporate expenses, our adjusted general and administrative expense ratio was 3.9% in the 2019 third quarter compared to 3.3% in the 2019 second quarter.

Investments

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

 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
                
 ($ in thousands)
Interest income$41,376  $38,704  $123,113  $109,830 
Investment management fees - related parties (4,606) (4,314) (13,585) (12,616)
Borrowing and miscellaneous other investment expenses(7,234) (6,993) (23,143) (19,636)
Net interest income29,536  27,397  86,385  77,578 
Realized gains (losses) on investments 645  4,004  2,716  (9,387)
Unrealized gains (losses) on investments(15,291) (7,621) 15,422  (6,850)
Investment performance fees - related parties (850) (2,407) (8,342) (6,606)
Net investment income (loss) $14,040  $21,373  $96,181  $54,735 
        
Unrealized gains on investments (balance sheet)$46,193  $49,325  $46,193  $49,325 
Unrealized losses on investments (balance sheet) (140,987) (64,841) (140,987) (64,841)
Net unrealized gains (losses) on investments (balance sheet)$(94,794) $(15,516) $(94,794) $(15,516)
        
Net interest income yield on average net assets (1)1.4% 1.3% 4.1% 3.9%
Non-investment grade portfolio (1) 1.7% 1.7% 5.2% 5.1%
Investment grade portfolio (1) 0.6% 0.5% 1.8% 1.4%
Net investment income return on average net assets (1)0.6% 1.1% 4.5% 2.8%
Non-investment grade portfolio (1) 0.6% 1.4% 5.1% 4.2%
Investment grade portfolio (1) 0.8% 0.4% 2.9% 0.1%
        
Net investment income return on average total investments (2)0.5% 0.8% 3.5% 2.1%
Non-investment grade portfolio (2) 0.5% 1.1% 4.3% 3.4%
Investment grade portfolio (2) 0.8% 0.4% 2.9% 0.1%

(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 nine-month period, 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 is calculated by dividing net investment income by average total investments. For the three- and nine-month period, 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.

The following chart shows the composition of our non-investment grade and investment grade portfolios as of September 30, 2019:

 As of September 30, 2019
 Non-Investment Grade
 ($ in millions)
Total non-investment grade investments$1,876.3 
    
Portfolio allocation by asset class:   
Term loans55.4%
Corporate bonds 14.8%
Asset-backed securities10.4%
Short-term investments11.9%
Equities5.4%
Other investments1.6%
Mortgage-backed securities0.5%
Total100.0%



 As of September 30, 2019
 Investment Grade
 ($ in millions)
Total investment grade investments$893.5 
    
Portfolio allocation by asset class:   
U.S. government and government agency bonds 33.5%
Corporate bonds 17.4%
Asset-backed securities16.1%
Non-U.S. government and government agency bonds 15.2%
Short-term investments15.1%
Mortgage-backed securities2.5%
Municipal government and government agency bonds0.2%
Total100.0%

Corporate Function

The Company has a corporate function that includes general and administrative expenses related to corporate activities, interest expense, 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 $2.8 million for the three and nine months ended September 30, 2019, in relation to the 6.5% senior notes issued on July 2, 2019. Interest will be paid semi-annually in arrears on January 2 and July 2, commencing January 2, 2020.

There were net foreign exchange gains for the 2019 third quarter of $0.2 million, compared to net foreign exchange gains for the 2018 third quarter of $2.6 million. There were net foreign exchange losses for the nine months ended September 30, 2019 of $0.7 million, compared to a net foreign exchange gains for the nine months ended September 30, 2018 of $1.8 million.

Preference dividends for the 2019 third quarter were $2.6 million, inclusive of the final $1.3 million paid on the shares that were redeemed, compared to $4.9 million for the 2018 third quarter. Preference dividends for the nine months ended September 30, 2019 were $12.4 million, compared to $14.7 million for the nine months ended September 30, 2018.

During the 2019 third quarter, the Company incurred an expense of $4.2 million related to the accelerated amortization of issuance and discount costs on the preference shares redeemed on August 1, 2019.

The dividend rate on the remaining 2,145,202 preference shares will be adjusted quarterly to a rate equal to the 3-month USD LIBOR on the first calendar day of the quarter (or the next business day, if such first day is not a business day) plus a margin of 6.678%.

Conference Call

The Company will hold a conference call on Wednesday, October 30, 2019 at 1:00 p.m. Eastern time to discuss its 2019 third quarter results. A live webcast of this call will be available via the Investors section of the Company's website at http://investors.watfordre.com. A replay of the conference call will also be available via the Investors section of the Company's website beginning on November 1st.

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 September 30, 2019, comprised of: $172.4 million of senior notes, $52.3 million of contingently redeemable preference shares and $960.8 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" from Kroll Bond Rating Agency.

 
 
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 (Unaudited)  
 September 30, December 31,
 2019 2018
        
Assets($ in thousands)
Investments:   
Term loans, fair value option (Amortized cost: $1,109,393 and $1,055,664) $1,040,983  $1,000,652 
Fixed maturities, fair value option (Amortized cost: $583,530 and $972,653)563,214  922,819 
Short-term investments, fair value option (Cost: $359,837 and $281,959) 357,611  282,132 
Equity securities, fair value option 56,905  56,638 
Other investments, fair value option29,583  49,762 
Investments, fair value option 2,048,296  2,312,003 
Fixed maturities, available for sale (Amortized cost: $675,542 and $397,509) 678,094  393,351 
Equity securities, fair value through net income43,488  33,013 
Total investments 2,769,878  2,738,367 
Cash and cash equivalents 80,390  63,529 
Accrued investment income18,277  19,461 
Premiums receivable302,265  227,301 
Reinsurance recoverable on unpaid and paid losses and loss adjustment expenses144,437  86,445 
Prepaid reinsurance premiums129,909  61,587 
Deferred acquisition costs, net 67,241  80,858 
Receivable for securities sold25,283  24,507 
Intangible assets 7,650  7,650 
Funds held by reinsurers51,134  44,830 
Other assets 15,031  18,321 
Total assets$3,611,495  $3,372,856 
Liabilities   
Reserve for losses and loss adjustment expenses$1,164,945  $1,032,760 
Unearned premiums454,148  390,114 
Losses payable63,731  24,750 
Reinsurance balances payable79,264  21,034 
Payable for securities purchased40,586  60,142 
Payable for securities sold short65,736  8,928 
Revolving credit agreement borrowings 519,197  693,917 
Senior notes172,350   
Amounts due to affiliates 4,700  5,888 
Investment management and performance fees payable13,647  3,807 
Other liabilities 20,137  20,916 
Total liabilities $2,598,441  $2,262,256 
Commitments and contingencies   
Contingently redeemable preference shares 52,281  220,992 
Shareholders' equity   
Common shares ($0.01 par; shares authorized: 120 million; shares issued and outstanding:      
22,692,300 and 22,682,875) 227  227 
Additional paid-in capital 897,900  895,386 
Retained earnings (deficit)60,334  (1,275)
Accumulated other comprehensive income (loss) 2,312  (4,730)
Total shareholders' equity960,773  889,608 
        
Total liabilities, contingently redeemable preference shares and shareholders' equity $3,611,495  $3,372,856 
        
        

CONSOLIDATED STATEMENT OF INCOME (LOSS) (UNAUDITED)

 (Unaudited) (Unaudited)
 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 Change

QTR %
 2019 2018 Change

YTD %
                      
Revenues($ in thousands except share and per share data)
Gross premiums written$249,960  $185,033  35% $598,627  $574,078  4%
Gross premiums ceded(94,208) (33,356) 182% (178,118) (102,263) 74%
Net premiums written155,752  151,677  3% 420,509  471,815  (11)%
Change in unearned premiums(29,920) (16,053) 86% 2,735  (39,926) (107)%
Net premiums earned125,832  135,624  (7)% 423,244  431,889  (2)%
Other underwriting income (loss)579  703  (18)% 1,844  2,092  (12)%
Interest income41,376  38,704  7% 123,113  109,830  12%
Investment management fees - related parties(4,606) (4,314) 7% (13,585) (12,616) 8%
Borrowing and miscellaneous other investment expenses(7,234) (6,993) 3% (23,143) (19,636) 18%
Net interest income .29,536  27,397  8% 86,385  77,578  11%
Realized and unrealized gains (losses) on investments(14,646) (3,617) 305% 18,138  (16,237) (212)%
Investment performance fees - related parties(850) (2,407) (65)% (8,342) (6,606) 26%
Net investment income (loss)14,040  21,373  (34)% 96,181  54,735  76%
Total revenues140,451  157,700  (11)% 521,269  488,716  7%
Expenses           
Loss and loss adjustment expenses(96,214) (96,957) (1)% (318,480) (312,087) 2%
Acquisition expenses(27,612) (33,778) (18)% (97,003) (106,708) (9)%
General and administrative expenses(7,027) (5,801) 21% (24,018) (16,274) 48%
Interest expense(2,841)   100% (2,841)   100%
Net foreign exchange gains (losses)167  2,582  (94)% (711) 1,847  (138)%
Total expenses(133,527) (133,954) % (443,053) (433,222) 2%
Income (loss) before income taxes6,924  23,746  (71)% 78,216  55,494  41%
Income tax expense    % (20) (27) (26)%
Net income (loss) before preference dividends6,924  23,746  (71)% 78,196  55,467  41%
Preference dividends(2,608) (4,909) (47)% (12,423) (14,724) (16)%
Accelerated amortization of costs related to the redemption of preference shares(4,164)   100% (4,164)   100%
Net income (loss) available to common shareholders$152  $18,837  (99)% $61,609  $40,743  51%
Earnings (loss) per share:           
Basic$0.01  $0.83  (99)% $2.71  $1.80  51%
Diluted$0.01  $0.83  (99)% $2.71  $1.80  51%
Weighted average number of ordinary shares used in

the determination of earnings (loss) per share:
           
Basic22,765,802  22,682,875  % 22,729,848  22,682,875  %
Diluted .22,776,204  22,682,875  % 22,734,464  22,682,875  %
                  



 Three Months Ended

September 30,
 Nine Months Ended

September 30,
 2019

 2018

 2019

 2018

                
Numerator:($ in thousands except share and per share data)
Net income (loss) before preference dividends $6,924  $23,746  $78,196  $55,467 
Preference dividends  (2,608)  (4,909)  (12,423)  (14,724)
Accelerated amortization of costs related to the redemption of preference shares  (4,164)     (4,164)   
Net income (loss) available to common shareholders$152  $18,837  $61,609  $40,743 
Denominator:       
Weighted average common shares outstanding - basic 22,765,802   22,682,875   22,729,848   22,682,875 
Effect of dilutive common share equivalents:       
Weighted average non-vested restricted share units (1) 10,402      4,616    
Weighted average common shares outstanding - diluted  22,776,204   22,682,875   22,734,464   22,682,875 
Earnings (loss) per common share:       
Basic$0.01  $0.83  $2.71  $1.80 
Diluted $0.01  $0.83  $2.71  $1.80 
(1) During the second quarter of 2019, the Company granted 165,287 restricted share units and common shares to certain employees and directors, 82,360 of which are non-vested as of September 30, 2019.
            



 September 30, June 30, March 31, December 31,
 2019

 2019

 2019

 2018

                
Numerator:($ in thousands except share and per share data)
Total shareholders' equity $960,773  $961,296  $941,891  $889,608 
Denominator:       
Common shares outstanding - basic 22,765,802   22,765,802   22,682,875   22,682,875 
Effect of dilutive common share equivalents:       
Non-vested restricted share units (1) 82,360   82,360       
Common shares outstanding - diluted  22,848,162   22,848,162   22,682,875   22,682,875 
        
Book value per common share$42.20  $42.23  $41.52  $39.22 
Book value per diluted common share$42.05  $42.07  $41.52  $39.22 
(1) During the second quarter of 2019, the Company granted 165,287 restricted share units and common shares to certain employees and directors, 82,360 of which are non-vested as of September 30, 2019.

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-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 non-recurring costs of the holding company, such as costs associated with the initial setup of subsidiaries, as well as costs associated with the ongoing operations of the holding company such as compensation of certain executives.

The presentation of underwriting income (loss), adjusted underwriting income (loss) and the adjusted combined ratio are non-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 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, 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, 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), 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), 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), 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), 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" (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 nine-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-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 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, 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 reflect the performance of the investment portfolios that predominantly support our underwriting collateral.

The following tables presents 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

September 30,
 Nine Months Ended

September 30,
 2019 2018 2019 2018
                
 ($ in thousands)
Net income (loss) available to common shareholders$152  $18,837  $61,609  $40,743 
Preference dividends2,608  4,909  12,423  14,724 
Accelerated amortization of costs related to the redemption of preference shares4,164    4,164   
Net income (loss) before dividends6,924  23,746  78,196  55,467 
Income tax expense    20  27 
Interest expense2,841    2,841   
Net foreign exchange (gains) losses(167) (2,582) 711  (1,847)
Net investment (income) loss(14,040) (21,373) (96,181) (54,735)
Other underwriting (income) loss(579) (703) (1,844) (2,092)
Underwriting income (loss)(5,021) (912) (16,257) (3,180)
Certain corporate expenses2,172  947  8,930  3,100 
Other underwriting income (loss)579  703  1,844  2,092 
Adjusted underwriting income (loss)$(2,270) $738  $(5,483) $2,012 
                

The adjusted combined ratio reconciles to the combined ratio for the three and nine months ended September 30, 2019 and 2018 as follows:

 Three Months Ended September 30,
 2019 2018
 Amount Adjustment As

Adjusted
 Amount Adjustment As

Adjusted
                        
 ($ in thousands)
Losses and loss adjustment expenses$96,214  $  $96,214  $96,957  $  $96,957 
Acquisition expenses27,612    27,612  33,778    33,778 
General & administrative expenses (1)7,027  (2,172) 4,855  5,801  (947) 4,854 
Net premiums earned (1)125,832  579  126,411  135,624  703  136,327 
            
Loss ratio76.5%     71.5%    
Acquisition expense ratio21.9%     24.9%    
General & administrative expense ratio (1)5.6%     4.3%    
Combined ratio104.0%     100.7%    
Adjusted loss ratio    76.1%     71.1%
Adjusted acquisition expense ratio    21.8%     24.8%
Adjusted general & administrative expense ratio    3.9%     3.6%
Adjusted combined ratio    101.8%     99.5%
(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.



 Nine Months Ended September 30,
 2019 2018
 Amount Adjustment As

Adjusted
 Amount Adjustment As

Adjusted
                        
                        
 ($ in thousands)
Losses and loss adjustment expenses $318,480  $  $318,480  $312,087  $  $312,087 
Acquisition expenses97,003    97,003  106,708    106,708 
General & administrative expenses (1)24,018  (8,930) 15,088  16,274  (3,100) 13,174 
Net premiums earned (1)423,244  1,844  425,088  431,889  2,092  433,981 
            
Loss ratio75.2%     72.3%    
Acquisition expense ratio22.9%     24.7%    
General & administrative expense ratio (1) 5.7%     3.8%    
Combined ratio103.8%     100.8%    
Adjusted loss ratio    74.9%     71.9%
Adjusted acquisition expense ratio     22.8%     24.6%
Adjusted general & administrative expense ratio    3.6%     3.0%
Adjusted combined ratio    101.3%     99.5%
(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 and nine months ended September 30, 2019 and 2018:

 Three Months Ended September 30, 2019 Three Months Ended September 30, 2018
 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$35,014  $6,362  $  $41,376  $34,338  $4,366  $  $38,704 
Investment management fees - related parties(4,204) (402)   (4,606) (4,008) (306)   (4,314)
Borrowing and miscellaneous other investment expenses(3,573) (225) (3,436) (7,234) (4,050) (80) (2,863) (6,993)
Net interest income27,237  5,735  (3,436) 29,536  26,280  3,980  (2,863) 27,397 
Net realized gains (losses) on investments(750) 1,395    645  4,095  (91)   4,004 
Net unrealized gains (losses) on investments (1)(15,668) 377    (15,291) (7,129) (492)   (7,621)
Investment performance fees - related parties(850)     (850) (2,407)     (2,407)
Net investment income (loss)$9,969  $7,507  $(3,436) $14,040  $20,839  $3,397  $(2,863) $21,373 
                
Average total investments (2)$1,854,911  $915,081  $  $2,769,992  $1,924,657  $827,085  $  $2,751,742 
Average net assets (3)$1,586,134  $915,632  $(328,751) $2,173,015  $1,501,942  $827,058  $(295,647) $2,033,353 
                
Net interest income yield on average net assets (3)1.7% 0.6%   1.4% 1.7% 0.5%   1.3%
Net investment income return on average total investments (2)0.5% 0.8%   0.5% 1.1% 0.4%   0.8%
Net investment income return on average net assets (3)0.6% 0.8% (1.0)% 0.6% 1.4% 0.4% (1.0)% 1.1%

(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 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.

    
    
 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018
 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$104,845  $18,268  $  $123,113  $97,594  $12,236  $  $109,830 
Investment management fees - related parties(12,446) (1,139)   (13,585) (11,728) (888)   (12,616)
Borrowing and miscellaneous other investment expenses(12,240) (667) (10,236) (23,143) (11,575) (274) (7,787) (19,636)
Net interest income80,159  16,462  (10,236) 86,385  74,291  11,074  (7,787) 77,578 
Net realized gains (losses) on investments392  2,324    2,716  (5,198) (4,189)   (9,387)
Net unrealized gains (losses) on investments (1)7,446  7,976    15,422  (560) (6,290)   (6,850)
Investment performance fees - related parties(8,342)     (8,342) (6,606)     (6,606)
Net investment income (loss)$79,655  $26,762  $(10,236) $96,181  $61,927  $595  $(7,787) $54,735 
                
Average total investments (2)$1,874,014  $910,784  $  $2,784,798 $1,833,711  $799,012  $  $2,632,723
Average net assets (3)$1,546,871  $909,169  $(324,452) $2,131,588 $1,465,589  $801,481  $(282,191) $1,984,879
                      
Net interest income yield on average net assets (3)5.2% 1.8%   4.1% 5.1% 1.4%   3.9%
Net investment income return on average total investments (2).4.3% 2.9%   3.5% 3.4% 0.1%   2.1%
Net investment income return on average net assets (3)5.1% 2.9% (3.2)% 4.5% 4.2% 0.1% (2.8)% 2.8%

(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 is calculated by dividing net investment income by average total investments. For the nine-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 September 30, 2019 As of September 30, 2018
                
 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$1,854,911  $915,081  $  $2,769,992  $1,924,657  $827,085  $  $2,751,742 
Average total investments - YTD1,874,014  910,784    2,784,798  1,833,711  799,012    2,632,723 
                
Average net assets - QTD1,586,134  915,632  (328,751) 2,173,015  1,501,942  827,058  (295,647) 2,033,353 
Average net assets - YTD1,546,871  909,169  (324,452) 2,131,588  1,465,589  801,481  (282,191) 1,984,879 
                
Total investments$1,876,346  $893,532  $  $2,769,878  $1,928,336  $847,644  $  $2,775,980 
Accrued Investment Income13,805  4,472    18,277  14,082  3,568    17,650 
Receivable for Securities Sold25,274  9    25,283  35,956  197    36,153 
Less: Payable for Securities Purchased36,870  3,716    40,586  127,708  7,982    135,690 
Less: Payable for Securities Sold Short65,736      65,736  9,288      9,288 
Less: Revolving credit agreement borrowings190,447    328,750  519,197  322,455    301,487  623,942 
Net assets$1,622,372  $894,297  $(328,750) $2,187,919  $1,518,923  $843,427  $(301,487) $2,060,863 
Non-investment grade borrowing ratio (1)11.7%       21.2%      
                
Unrealized gains on investments$34,794  $11,399  $  $46,193  $49,208  $117  $  $49,325 
Unrealized losses on investments(131,453) (9,534)   (140,987) (49,227) (15,614)   (64,841)
Net unrealized gains (losses) on investments$(96,659) $1,865  $  $(94,794) $(19) $(15,497) $  $(15,516)
(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.

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, in the Company's Registration Statement on Form S-1 (File No. 333-230080) (as amended, the "Form S-1") filed with the Securities and Exchange Commission (the "SEC"), and in the Company's periodic reports filed with 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;
  • 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 Capital Group Ltd. ("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; and
  • the other matters set forth under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and other sections of the Company's Form S-1, 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.

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.

Contacts

Robert L. Hawley: (441) 278-3456

rhawley@watfordre.com

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