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8-K - FORM 8-K - PRIMUS GUARANTY LTD | c13184e8vk.htm |
EX-99.2 - EXHIBIT 99.2 - PRIMUS GUARANTY LTD | c13184exv99w2.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
PRIMUS GUARANTY, LTD. REPORTS
FOURTH QUARTER AND FULL YEAR 2010 FINANCIAL RESULTS
FOURTH QUARTER AND FULL YEAR 2010 FINANCIAL RESULTS
Hamilton, Bermuda February 24, 2011 Primus Guaranty, Ltd. (Primus Guaranty or the
Company) (NYSE:PRS) today announced its financial results for the fourth quarter and full year
ended December 31, 2010.
| GAAP net income available to common shares for the fourth quarter 2010 was $128.3 million, or $3.30 per diluted share, compared with GAAP net income available to common shares of $295.0 million, or $7.21 per diluted share, for the fourth quarter 2009. GAAP net income from continuing operations for the fourth quarter 2010 primarily was attributable to net credit swap revenue of $142.4 million, which included unrealized gains in the fair value of Primus Financials credit swap portfolio of $133.2 million. GAAP net income for the fourth quarter 2009 primarily was attributable to unrealized gains in the fair value of Primus Financials credit swap portfolio of $336.8 million. | ||
| GAAP net income available to common shares for the full year 2010 was $255.5 million, or $6.33 per diluted share, compared with GAAP net income available to common shares of $1.5 billion, or $35.26 per diluted share, for the full year 2009. GAAP net income from continuing operations for the full year 2010 primarily was attributable to net credit swap revenue of $267.8 million, which included unrealized gains in the fair value of Primus Financials credit swap portfolio of $296.5 million. GAAP net income for the full year 2009 primarily was attributable to unrealized gains in the fair value of Primus Financials credit swap portfolio of $1.5 billion. | ||
| Economic Results for the fourth quarter 2010 were $(4.8) million, or $(0.12) per diluted share. Economic Results for the full year 2010 were $(40.8) million, or $(1.01) per diluted share. The primary difference between GAAP net income and Economic Results is that changes in the fair value of Primus Financials credit swap portfolio are not included in Economic Results. Economic Results for the fourth quarter 2009 were $(35.5) million, or $(0.87) per diluted share, and for the full year 2009 were $(3.7) million, or $(0.09) per diluted share. | ||
| Economic Results book value per common share was $7.31 at December 31, 2010, compared with $8.48 at December 31, 2009. The decline in Economic Results book value per common share primarily was attributable to portfolio repositioning transactions and termination payments by Primus Financial in 2010. |
| The Company incurred $8.1 million of restructuring costs in 2010, predominantly in the fourth quarter. Included in restructuring costs were employee severance, occupancy and data service cancellation costs, which the Company incurred to reduce its ongoing expense base. | ||
| The loss from discontinued operations of $(50.4) million for the full year 2010 relates to the collateralized loan obligation (CLO) business which Primus divested in 2010. This loss includes standalone operating losses of the CLOs under management of $(61.2) million for the CLO business during 2010, which is attributable to non-parent interests and is not included in net income attributable to Primus common shareholders. | ||
| At December 31, 2010, the notional principal of Primus Financials consolidated credit swap portfolio totaled $10.4 billion. |
Earnings
A copy of this press release and the financial supplement, including additional credit swap
portfolio and historical data, is available in the Investor Relations section of the Companys Web
site at www.primusguaranty.com. Also available on the Web site is a letter dated February 24, 2011
to the shareholders from Richard Claiden, Chief Executive Officer.
Economic Results
In managing its business and assessing its profitability from a strategic and financial planning
perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income
(loss) available to common shares as well as certain non-GAAP financial measures called Economic
Results. We define Economic Results as GAAP net income (loss) available to common shares, adjusted
as follows:
| Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares; | ||
| Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares; | ||
| Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results; | ||
| A provision for CDS on ABS credit events is included in Economic Results; and | ||
| A reduction in provision for CDS on ABS credit events upon termination of credit swaps is included in Economic Results. |
The Company believes that quarterly fluctuations in the fair market value of Primus Financials
consolidated credit swap portfolio have little or no effect on the Companys business operations
and that Economic Results provides a useful, alternative view of the Companys economic
performance.
2
About Primus Guaranty
Primus Guaranty, Ltd. is a Bermuda company with offices in New York. Through its subsidiary,
Primus Financial Products, LLC (Primus Financial), the Company provides protection against the
risk of default on primarily investment grade corporate and sovereign reference entities.
Forward-Looking Statements
Some of the statements included in this press release and other statements Primus Guaranty may
make, particularly those anticipating future financial performance, business prospects, growth and
operating strategies, market performance, valuations and similar matters, are forward-looking
statements that involve a number of assumptions, risks and uncertainties, which change over time.
Any such statements speak only as of the date they are made, and Primus Guaranty assumes no duty
to, and does not undertake to, update any forward-looking statements. Actual results could differ
materially from those anticipated in forward-looking statements, and future results could differ
materially from historical performance. For a discussion of the factors that could affect the
Companys actual results please refer to the risk factors identified from time to time in the
Companys SEC reports, including, but not limited to, Primus Guarantys Annual Report on Form 10-K,
as filed with the U.S. Securities and Exchange Commission.
3
Primus Guaranty, Ltd.
Consolidated Statements of Financial Condition (Unaudited)
(in thousands except share amounts)
Consolidated Statements of Financial Condition (Unaudited)
(in thousands except share amounts)
December 31, | December 31, | |||||||
2010 | 2009 | |||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 177,736 | $ | 299,514 | ||||
Investments (includes $288,815 and $274,275 at fair value as
of December 31, 2010 and 2009, respectively) |
288,985 | 274,444 | ||||||
Restricted cash and investments |
138,540 | 127,116 | ||||||
Accrued interest and premiums |
5,860 | 6,163 | ||||||
Unrealized gain on credit swaps, at fair value |
2,006 | 2,207 | ||||||
Goodwill and other intangible assets, net |
| 8,017 | ||||||
Debt issuance costs, net |
4,072 | 4,736 | ||||||
Other assets |
17,660 | 10,550 | ||||||
Total assets |
$ | 634,859 | $ | 732,747 | ||||
Liabilities and Equity (deficit) |
||||||||
Liabilities |
||||||||
Accounts payable and accrued expenses |
$ | 9,776 | $ | 7,855 | ||||
Unrealized loss on credit swaps, at fair value |
395,164 | 691,905 | ||||||
Payable for credit events |
3,447 | 28,596 | ||||||
Long-term debt |
215,828 | 244,051 | ||||||
Restructuring liabilities |
3,729 | | ||||||
Other liabilities |
4,950 | 9,787 | ||||||
Total liabilities |
632,894 | 982,194 | ||||||
Equity (deficit) |
||||||||
Common shares, $0.08 par value, 62,500,000 shares authorized,
38,078,790 and 38,267,546 shares issued and outstanding at
December 31, 2010 and 2009, respectively |
3,046 | 3,061 | ||||||
Additional paid-in capital |
275,453 | 280,685 | ||||||
Accumulated other comprehensive income |
3,333 | 2,148 | ||||||
Retained earnings (deficit) |
(372,969 | ) | (628,443 | ) | ||||
Total shareholders equity (deficit) of Primus Guaranty, Ltd |
(91,137 | ) | (342,549 | ) | ||||
Preferred securities of subsidiary |
93,102 | 93,102 | ||||||
Total equity (deficit) |
1,965 | (249,447 | ) | |||||
Total liabilities and equity (deficit) |
$ | 634,859 | $ | 732,747 | ||||
4
Primus Guaranty, Ltd.
Consolidated Statements of Operations (Unaudited)
(in thousands except per share amounts)
Consolidated Statements of Operations (Unaudited)
(in thousands except per share amounts)
Three Months Ended | Years Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Revenues |
||||||||||||||||
Net credit swap revenue |
$ | 142,387 | $ | 301,203 | $ | 267,756 | $ | 1,455,802 | ||||||||
Interest income |
3,226 | 2,030 | 13,140 | 6,685 | ||||||||||||
Gain on retirement of long-term debt |
1,681 | 3,560 | 9,866 | 43,151 | ||||||||||||
Other income |
1,560 | 333 | 4,205 | 3,797 | ||||||||||||
Total revenues |
148,854 | 307,126 | 294,967 | 1,509,435 | ||||||||||||
Expenses |
||||||||||||||||
Compensation and employee benefits |
5,487 | 3,548 | 18,650 | 17,661 | ||||||||||||
Professional and legal fees |
1,314 | 1,834 | 6,718 | 6,848 | ||||||||||||
Interest expense |
1,666 | 2,022 | 7,031 | 9,116 | ||||||||||||
Restructuring costs |
7,956 | | 8,108 | | ||||||||||||
Other |
1,574 | 2,546 | 6,774 | 8,507 | ||||||||||||
Total expenses |
17,997 | 9,950 | 47,281 | 42,132 | ||||||||||||
Income from continuing operations before provision
(benefit) for income taxes |
130,857 | 297,176 | 247,686 | 1,467,303 | ||||||||||||
Provision (benefit) for income taxes |
(232 | ) | 33 | (134 | ) | 184 | ||||||||||
Income from continuing operations, net of tax |
131,089 | 297,143 | 247,820 | 1,467,119 | ||||||||||||
Loss from discontinued operations, net of tax |
(2,351 | ) | (1,465 | ) | (50,358 | ) | (3,422 | ) | ||||||||
Net income |
128,738 | 295,678 | 197,462 | 1,463,697 | ||||||||||||
Less: |
||||||||||||||||
Distributions on preferred securities of subsidiary |
718 | 677 | 3,162 | 3,417 | ||||||||||||
Net loss from discontinued operations attributable
to non-parent interests in CLOs |
(299 | ) | | (61,174 | ) | | ||||||||||
Net income available to common shares |
$ | 128,319 | $ | 295,001 | $ | 255,474 | $ | 1,460,280 | ||||||||
Income (loss) per common share: |
||||||||||||||||
Basic: |
||||||||||||||||
Income from continuing operations |
$ | 3.45 | $ | 7.55 | $ | 6.38 | $ | 36.46 | ||||||||
Income (loss) from discontinued operations |
$ | (0.05 | ) | $ | (0.04 | ) | $ | 0.28 | $ | (0.08 | ) | |||||
Net income available to common shares |
$ | 3.40 | $ | 7.51 | $ | 6.66 | $ | 36.38 | ||||||||
Diluted: |
||||||||||||||||
Income from continuing operations |
$ | 3.35 | $ | 7.25 | $ | 6.06 | $ | 35.34 | ||||||||
Income (loss) from discontinued operations |
$ | (0.05 | ) | $ | (0.04 | ) | $ | 0.27 | $ | (0.08 | ) | |||||
Net income available to common shares |
$ | 3.30 | $ | 7.21 | $ | 6.33 | $ | 35.26 | ||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
37,732 | 39,276 | 38,361 | 40,142 | ||||||||||||
Diluted |
38,905 | 40,908 | 40,366 | 41,414 |
5
Primus Guaranty, Ltd.
Regulation G and Other Disclosure
Economic Results
December 31, 2010
(Unaudited)
Regulation G and Other Disclosure
Economic Results
December 31, 2010
(Unaudited)
In managing its business and assessing its profitability from a strategic and financial planning
perspective, the Company believes it is appropriate to consider both its U.S. GAAP net income
(loss) available to common shares as well as certain non-GAAP financial measures called Economic
Results. We define Economic Results as GAAP net income (loss) available to common shares, adjusted
as follows:
| Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares; | ||
| Realized gains from early termination of credit swaps sold by Primus Financial are excluded from GAAP net income (loss) available to common shares; | ||
| Realized gains from early termination of credit swaps sold by Primus Financial are amortized over the period that would have been the remaining life of the credit swap. The amortized gain is included in Economic Results; | ||
| A provision for CDS on ABS credit events is included in Economic Results; and | ||
| A reduction in provision for CDS on ABS credit events upon termination of credit swaps is included in Economic Results. |
The Company believes that quarterly fluctuations in the fair market value of Primus Financials
consolidated credit swap portfolio have little or no effect on the Companys business operations
and that Economic Results provides a useful, alternative view of the Companys economic
performance.
Economic Results per GAAP Diluted Share
(in 000s except per share amounts)
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
GAAP Net income (loss) available to common shares |
$ | 128,319 | $ | 295,001 | $ | 255,474 | $ | 1,460,280 | ||||||||
Adjustments: |
||||||||||||||||
Change in unrealized fair value of credit swaps sold (gain) loss by Primus
Financial |
(133,194 | ) | (336,799 | ) | (296,540 | ) | (1,483,763 | ) | ||||||||
Amortization of realized gains from the early termination of credit swaps sold by
Primus Financial |
107 | 314 | 810 | 1,414 | ||||||||||||
Provision for CDS on ABS credit events |
| (966 | ) | (2,374 | ) | (16,208 | ) | |||||||||
Reduction in provision for CDS on ABS credit events upon termination of credit
swaps |
| 6,912 | 1,819 | 34,540 | ||||||||||||
Economic Results |
$ | (4,768 | ) | $ | (35,538 | ) | $ | (40,811 | ) | $ | (3,737 | ) | ||||
Economic Results earnings (loss) per GAAP diluted share |
$ | (0.12 | ) | $ | (0.87 | ) | $ | (1.01 | ) | $ | (0.09 | ) | ||||
Economic Results weighted average common shares GAAP diluted |
38,905 | 40,908 | 40,366 | 41,414 | ||||||||||||
Economic Results Book Value per Share |
||||||||||||||||
December 31, | December 31, | |||||||||||||||
2010 | 2009 | |||||||||||||||
GAAP Shareholders equity (deficit) of Primus Guaranty, Ltd. |
$ | (91,137 | ) | $ | (342,549 | ) | ||||||||||
Adjustments: |
||||||||||||||||
Accumulated other comprehensive (income) loss |
(3,333 | ) | (2,148 | ) | ||||||||||||
Unrealized fair value of credit swaps sold (gain) loss by Primus Financial |
393,158 | 689,698 | ||||||||||||||
Realized gains from early termination of credit swaps sold by Primus Financial |
(33,574 | ) | (33,574 | ) | ||||||||||||
Amortized realized gains from the early termination of credit swaps sold by
Primus Financial |
33,443 | 32,633 | ||||||||||||||
Provision for CDS on ABS credit events |
(68,791 | ) | (66,417 | ) | ||||||||||||
Reduction in provision for CDS on ABS credit events upon termination of credit
swaps |
48,575 | 46,756 | ||||||||||||||
Economic Results Shareholders Equity |
$ | 278,341 | $ | 324,399 | ||||||||||||
Economic Results book value per share issued and outstanding |
$ | 7.31 | $ | 8.48 | ||||||||||||
GAAP book value per share issued and outstanding |
$ | (2.39 | ) | $ | (8.95 | ) | ||||||||||
Common shares issued and outstanding |
38,079 | 38,268 |
6
Primus Guaranty, Ltd.
GAAP Net Credit Swap Revenue
December 31, 2010
(Unaudited)
GAAP Net Credit Swap Revenue
December 31, 2010
(Unaudited)
GAAP Net Credit Swap Revenue
(in 000s)
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net credit swap revenue components |
||||||||||||||||
Credit swaps sold single name (Primus Financial) |
||||||||||||||||
Net premium income |
$ | 8,798 | $ | 13,994 | $ | 43,784 | $ | 64,824 | ||||||||
Realized gains |
| | | 25 | ||||||||||||
Realized losses |
| (37,711 | ) | (40,002 | ) | (68,475 | ) | |||||||||
Change in unrealized gains/(losses) |
28,072 | 127,482 | 108,053 | 658,245 | ||||||||||||
Credit swaps sold tranches (Primus Financial) |
||||||||||||||||
Net premium income |
3,615 | 4,453 | 14,304 | 19,884 | ||||||||||||
Realized gains |
| | | | ||||||||||||
Realized losses |
(6,683 | ) | (9,998 | ) | (41,683 | ) | (9,998 | ) | ||||||||
Change in unrealized gains/(losses) |
108,542 | 204,385 | 180,892 | 800,833 | ||||||||||||
Credit swaps undertaken to offset credit risk (Primus Financial) |
||||||||||||||||
Net premium income (expense) |
(14 | ) | | (101 | ) | 11 | ||||||||||
Net realized gains (losses) |
3,656 | 497 | (299 | ) | (89 | ) | ||||||||||
Change in unrealized gains/(losses) |
(2,801 | ) | (430 | ) | 1,669 | (1,973 | ) | |||||||||
Credit swaps sold ABS (Primus Financial) |
||||||||||||||||
Net premium income |
56 | 81 | 268 | 397 | ||||||||||||
Realized gains |
| | | | ||||||||||||
Realized losses |
| (6,912 | ) | (4,597 | ) | (34,540 | ) | |||||||||
Change in unrealized gains/(losses) |
(619 | ) | 5,362 | 5,926 | 26,658 | |||||||||||
Net credit swap revenue (PARC fund) |
(235 | ) | | (458 | ) | | ||||||||||
Net credit swap revenue |
$ | 142,387 | $ | 301,203 | $ | 267,756 | $ | 1,455,802 | ||||||||
7