Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (OTC
PINK:PRSG) today announced its financial results for the fourth quarter
and full year ended December 31, 2013.
-
GAAP net income available to common shares for the fourth quarter 2013
was $4.8 million, or $0.22 per diluted share, compared with GAAP net
income available to common shares of $59.5 million, or $2.23 per
diluted share, for the fourth quarter 2012.
-
GAAP net income available to common shares for the full year 2013 was
$52.2 million, or $2.17 per diluted share, compared with a GAAP net
income available to common shares of $432.4 million, or $14.41 per
diluted share, for the full year 2012. GAAP net income from continuing
operations for the full year 2013 primarily was attributable to net
credit swap revenue of $54.6 million, which included unrealized gains
in the fair value of Primus Financial Products, LLC (“Primus
Financial”)’s consolidated credit swap portfolio of $39.5 million.
GAAP net income from continuing operations for the full year 2012
primarily was attributable to net credit swap revenue of $439.0
million, which included unrealized gains in the fair value of Primus
Financial’s consolidated credit swap portfolio of $415.0 million.
-
Economic Results for the fourth quarter 2013 were $2.6 million, or
$0.12 per diluted share. Economic Results for the full year 2013 were
$12.8 million, or $0.53 per diluted share. The primary difference
between GAAP net income and Economic Results is that changes in the
fair value of Primus Financial’s consolidated credit swap portfolio
are not included in Economic Results. Economic Results for the fourth
quarter of 2012 were $6.3 million, or $0.25 per diluted share.
Economic Results for the full year 2012 were $24.4 million, or $0.93
per diluted share.
-
GAAP book value per common share was $8.89 at December 31, 2013,
compared with GAAP book value per common share of $8.83 at December
31, 2012. Economic Results book value per common share was $8.82 at
December 31, 2013, compared with Economic Results book value per
common share of $10.19 at December 31, 2012. The December 31, 2013
GAAP and Economic Results book value per common share reflect the
$2.00 distribution per common share that was paid in the fourth
quarter 2013.
-
At December 31, 2013, the notional principal of Primus Financial’s
consolidated credit swap portfolio totaled $3.3 billion, compared with
$4.1 billion at December 31, 2012.
Additional Information
A copy of this press release, the Company’s financial supplement and
details on Primus Financial’s credit swap portfolio as of December 31,
2013, are available in the Investor Relations section of the Company’s
Web site at www.primusguaranty.com.
Also available on the Web site is a letter dated February 18, 2014 to
the shareholders from Richard Claiden, Chief Executive Officer, and, on
the Tax Information page of the Investor Relations section, the PFIC
annual information statement for the tax year ended December 31, 2013
and an estimate of the Company’s 2014 PFIC income.
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; and
-
A net adjustment in provision for credit default swaps on asset-backed
securities (“CDS on ABS”) credit events, upon termination or principal
write-down of credit swaps, is included in Economic Results.
The Company believes that quarterly fluctuations in the fair market
value of Primus Financial’s consolidated credit swap portfolio have
little or no effect on the Company's business operations and that
Economic Results provides a useful, alternative view of the Company’s
economic performance.
About Primus Guaranty
Primus Guaranty, Ltd. is a Bermuda company with offices in New York.
Through its subsidiary, Primus Financial Products, LLC, the Company
provides protection against the risk of default on primarily investment
grade corporate reference entities. Its common shares trade on the OTC
Pink Tier of the OTC market. Investors can find market information for
the Company on www.otcmarkets.com.
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, operating strategies
and plans, market performance, valuations, distributions 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.
|
Primus Guaranty, Ltd.
|
Condensed Consolidated Statements of Financial Condition
(Unaudited)
|
(in thousands except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
$
|
27,512
|
|
$
|
51,860
|
Investments, at fair value
|
|
|
|
|
66,230
|
|
|
213,107
|
Restricted cash and investments
|
|
|
|
|
106,580
|
|
|
144,077
|
Accrued interest and premiums
|
|
|
|
|
1,270
|
|
|
3,210
|
Unrealized gain on credit swaps, at fair value
|
|
|
|
|
1,981
|
|
|
721
|
Debt issuance costs, net
|
|
|
|
|
-
|
|
|
510
|
Other assets (includes $822 and $2,701 at fair value as of
|
|
|
|
|
|
|
|
|
December 31, 2013 and December 31, 2012, respectively)
|
|
|
|
|
1,366
|
|
|
4,019
|
Total assets
|
|
|
|
$
|
204,939
|
|
$
|
417,504
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
|
$
|
4,447
|
|
$
|
5,202
|
Unrealized loss on credit swaps, at fair value
|
|
|
|
|
5,453
|
|
|
43,682
|
Payable for credit events
|
|
|
|
|
-
|
|
|
1,280
|
Long-term debt
|
|
|
|
|
-
|
|
|
57,700
|
Other liabilities (includes $979 and $2,205 at fair value as of
|
|
|
|
|
|
|
|
|
December 31, 2013 and December 31, 2012, respectively)
|
|
|
|
|
1,281
|
|
|
2,721
|
Total liabilities
|
|
|
|
$
|
11,181
|
|
$
|
110,585
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Common shares, $0.08 par value, 62,500,000 shares authorized,
|
|
|
|
|
|
|
|
|
21,786,406 and 26,125,564 shares issued and outstanding
|
|
|
|
|
|
|
|
|
at December 31, 2013 and December 31, 2012, respectively
|
|
|
|
|
1,743
|
|
|
2,090
|
Additional paid-in capital
|
|
|
|
|
116,629
|
|
|
203,232
|
Accumulated other comprehensive income
|
|
|
|
|
538
|
|
|
2,723
|
Retained earnings
|
|
|
|
|
74,848
|
|
|
22,619
|
Total shareholders’ equity of Primus Guaranty, Ltd
|
|
|
|
|
193,758
|
|
|
230,664
|
Preferred securities of subsidiary
|
|
|
|
|
-
|
|
|
76,255
|
Total equity
|
|
|
|
|
193,758
|
|
|
306,919
|
Total liabilities and equity
|
|
|
|
$
|
204,939
|
|
$
|
417,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primus Guaranty, Ltd.
|
Condensed Consolidated Statements of Operations (Unaudited)
|
(in thousands except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net credit swap revenue
|
|
|
|
$
|
5,224
|
|
$
|
59,521
|
|
$
|
54,572
|
|
$
|
438,961
|
Interest income
|
|
|
|
|
825
|
|
|
2,140
|
|
|
4,617
|
|
|
9,497
|
Gain on retirement of long-term debt
|
|
|
|
|
-
|
|
|
1,056
|
|
|
-
|
|
|
2,638
|
Other income
|
|
|
|
|
215
|
|
|
424
|
|
|
1,854
|
|
|
1,429
|
Total revenues
|
|
|
|
|
6,264
|
|
|
63,141
|
|
|
61,043
|
|
|
452,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and employee benefits
|
|
|
|
|
818
|
|
|
1,797
|
|
|
3,863
|
|
|
7,117
|
Professional and legal fees
|
|
|
|
|
282
|
|
|
344
|
|
|
1,290
|
|
|
1,501
|
Interest expense
|
|
|
|
|
-
|
|
|
638
|
|
|
692
|
|
|
9,587
|
Other
|
|
|
|
|
450
|
|
|
1,061
|
|
|
1,923
|
|
|
3,497
|
Total expenses
|
|
|
|
|
1,550
|
|
|
3,840
|
|
|
7,768
|
|
|
21,702
|
Income from continuing operations before provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for income taxes
|
|
|
|
|
4,714
|
|
|
59,301
|
|
|
53,275
|
|
|
430,823
|
Provision for income taxes
|
|
|
|
|
(18)
|
|
|
-
|
|
|
1
|
|
|
97
|
Income from continuing operations, net of tax
|
|
|
|
|
4,732
|
|
|
59,301
|
|
|
53,274
|
|
|
430,726
|
Income from discontinued operations, net of tax
|
|
|
|
|
29
|
|
|
830
|
|
|
305
|
|
|
4,388
|
Net income
|
|
|
|
|
4,761
|
|
|
60,131
|
|
|
53,579
|
|
|
435,114
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions on preferred securities of subsidiary
|
|
|
|
|
-
|
|
|
595
|
|
|
1,350
|
|
|
2,726
|
Net income available to common shares
|
|
|
|
$
|
4,761
|
|
$
|
59,536
|
|
$
|
52,229
|
|
$
|
432,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
|
$
|
0.22
|
|
$
|
2.21
|
|
$
|
2.16
|
|
$
|
14.30
|
Income from discontinued operations
|
|
|
|
$
|
-
|
|
$
|
0.03
|
|
$
|
0.01
|
|
$
|
0.15
|
Net income available to common shares
|
|
|
|
$
|
0.22
|
|
$
|
2.24
|
|
$
|
2.17
|
|
$
|
14.45
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
|
$
|
0.22
|
|
$
|
2.20
|
|
$
|
2.16
|
|
$
|
14.26
|
Income from discontinued operations
|
|
|
|
$
|
-
|
|
$
|
0.03
|
|
$
|
0.01
|
|
$
|
0.15
|
Net income available to common shares
|
|
|
|
$
|
0.22
|
|
$
|
2.23
|
|
$
|
2.17
|
|
$
|
14.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
21,841
|
|
|
26,766
|
|
|
24,053
|
|
|
30,189
|
Diluted
|
|
|
|
|
21,842
|
|
|
26,849
|
|
|
24,058
|
|
|
30,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Basic and diluted net income available to common shares for the
year ended December 31, 2012 includes the impact of a $3.8 million gain
that resulted from the purchase of $14.1 million (face value) Primus
Financial preferred securities.
Primus Guaranty, Ltd.
|
Regulation G and Other Disclosure
|
Economic Results
|
December 31, 2013
|
(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; and
|
|
|
|
|
|
A net adjustment in provision for CDS on ABS credit events,
upon termination or principal write-down of credit swaps, is
included in Economic Results.
|
|
|
|
|
|
|
The Company believes that quarterly fluctuations in the fair market
value of Primus Financial’s consolidated credit swap portfolio have
little or no effect on the Company's business operations and that
Economic Results provides a useful, alternative view of the Company’s
economic performance.
|
|
|
|
|
|
|
|
|
|
|
Economic Results per GAAP Diluted Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's except per share amounts)
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
GAAP Net income available to common shares
|
|
|
|
$
|
4,761
|
|
|
$
|
59,536
|
|
|
$
|
52,229
|
|
|
$
|
432,388
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized fair value of credit swaps sold (gain) loss by
Primus Financial
|
|
|
|
|
(2,114
|
)
|
|
|
(54,479
|
)
|
|
|
(39,489
|
)
|
|
|
(414,978
|
)
|
Amortization of realized gains from the early termination of credit
swaps sold by Primus Financial
|
|
|
|
|
1
|
|
|
|
2
|
|
|
|
6
|
|
|
|
7
|
|
Net adjustment in provision for CDS on ABS credit events upon
termination or principal write-down of credit swaps
|
|
|
|
|
-
|
|
|
|
1,218
|
|
|
|
73
|
|
|
|
6,964
|
|
Economic Results
|
|
|
|
$
|
2,648
|
|
|
$
|
6,277
|
|
|
$
|
12,819
|
|
|
$
|
24,381
|
|
|
|
|
|
|
|
|
|
|
|
|
Economic Results earnings per GAAP diluted share
|
|
|
|
$
|
0.12
|
|
|
$
|
0.25
|
|
|
$
|
0.53
|
|
|
$
|
0.93
|
|
|
|
|
|
|
|
|
|
|
|
|
Economic Results weighted average common shares - GAAP diluted
|
|
|
|
|
21,842
|
|
|
|
26,849
|
|
|
|
24,058
|
|
|
|
30,277
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Economic Results earnings per GAAP diluted share for the year
ended December 31, 2012 includes the impact of a $3.8 million gain that
resulted from the purchase of $14.1 million (face value) Primus
Financial preferred securities.
|
|
|
|
|
|
|
Economic Results Book Value per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000's except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
GAAP Shareholders' equity of Primus Guaranty, Ltd.
|
|
|
|
$
|
193,758
|
|
|
$
|
230,664
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive (income) loss
|
|
|
|
|
(538
|
)
|
|
|
(2,723
|
)
|
Unrealized fair value of credit swaps sold (gain) loss by Primus
Financial
|
|
|
|
|
3,472
|
|
|
|
42,961
|
|
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
|
|
|
|
|
33,573
|
|
|
|
33,567
|
|
Provision for CDS on ABS credit events
|
|
|
|
|
(4,483
|
)
|
|
|
(4,556
|
)
|
Economic Results Shareholders' Equity
|
|
|
|
$
|
192,208
|
|
|
$
|
266,339
|
|
|
|
|
|
|
|
|
Economic Results book value per share issued and outstanding
|
|
|
|
$
|
8.82
|
|
|
$
|
10.19
|
|
|
|
|
|
|
|
|
GAAP book value per share issued and outstanding
|
|
|
|
$
|
8.89
|
|
|
$
|
8.83
|
|
|
|
|
|
|
|
|
Common shares issued and outstanding
|
|
|
|
|
21,786
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26,126
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