WTRE - Watford Reports 2019 Fourth Quarter Results and the Authorization of a New $50 Million Share Repurchase Program

February, 11 2020 04:42 PM Watford Holdings Ltd.

PEMBROKE, Bermuda, Feb. 11, 2020 (GLOBE NEWSWIRE) -- WATFORD HOLDINGS LTD. (“Watford” or the “Company”) (NASDAQ: WTRE) today reported a net loss of $16.9 million, after $1.2 million of preference dividends, for the three months ended December 31, 2019, compared to a net loss of $95.3 million, after payment of $4.9 million of preference dividends, in the same period in 2018. Book value per diluted common share was $43.49 at December 31, 2019, an increase of 10.9% from December 31, 2018. The quarterly results included:

Net loss available to common shareholders of $16.9 million, or $(0.79) per diluted common share, compared to a net loss of $95.3 million, or $(4.20) per diluted common share, for the 2018 fourth quarter;
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, compared to a combined ratio of 115.4% for the prior year fourth quarter, comprised of a 87.9% loss ratio, a 23.4% acquisition expense ratio and a 4.1% general and administrative expense ratio;
Net interest income of $29.8 million, a 1.4% yield on average net assets, for the 2019 fourth quarter, compared to net interest income of $30.0 million and a 1.5% yield on average net assets for the 2018 fourth quarter;
Net investment income of $32.1 million, a 1.5% return on average net assets, for the 2019 fourth quarter, compared to a net investment loss of $61.1 million and a (3.0)% return on average net assets for the 2018 fourth quarter;
The Company repurchased 2,789,405 common shares at an average price of $26.89 per share, fully utilizing the Company's previously announced $75 million share repurchase program.
In addition, the Board of Directors has authorized a new share repurchase program under which the Company may repurchase up to $50 million of its outstanding common shares from time to time on the open market or in privately negotiated transactions.

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

"As reported in our press release of January 28, 2020, our results for the 2019 fourth quarter were negatively impacted by prior year loss reserve strengthening of $24 million and current accident year loss reserve strengthening of approximately $4 million. The reserve increase primarily relates to two large casualty reinsurance contracts, one of which is in run-off, and one of which has been renewed at progressively smaller participations over the past several years.

While painful in the short term, this was the prudent and responsible course of action based on the level of ceding company reported losses compared to actuarial projections. Our response to the data was decisive and we feel confident about the overall level of our net loss reserves, which stand at $1.1 billion.

Our investment income was quite strong, both for the quarter and the year. The net investment income return on net invested assets was 1.5% for the 2019 fourth quarter and 6.0% for the full year. The ratio of net invested assets to equity was 2.5:1 as of December 31, 2019, which points to the return on equity potential of the business going forward.

We fully utilized our $75 million share repurchase program during the 2019 fourth quarter. The Board has authorized a new share repurchase program for up to $50 million. The exact timing and magnitude of further share repurchases is dependent on a number of factors, but will likely be deployed at a slower pace than our prior program in order to pursue opportunities in an improving insurance market.

Our ultimate objective is to steadily grow book value per share over time. By this measure, we are pleased to report 3.4% quarterly growth in book value per diluted common share, which stands at $43.49 as of December 31, 2019. For the 2019 full year, the increase in book value per diluted common share was 10.9%.

As we enter the new year, we are optimistic about the prospects for further book value growth due to the overall positive insurance rate environment, the composition of our in-force insurance and reinsurance portfolio, the strength of our balance sheet, the earnings power of our fixed-income investment portfolio, and the potential material accretive benefit of our new share repurchase program.”

Underwriting

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


Three Months Ended December 31,

Year Ended December 31,

2019

2018

% Change

2019

2018

% Change

($ in thousands)
Gross premiums written
$
156,254


$
160,937


(2.9
)%

$
754,881


$
735,015


2.7
%
Net premiums written
112,353


132,360


(15.1
)%

532,862


604,175


(11.8
)%
Net premiums earned
133,446


146,973


(9.2
)%

556,690


578,862


(3.8
)%
Underwriting income (loss) (1)
(37,819
)

(22,660
)

(66.9
)%

(54,076
)

(25,840
)

(109.3
)%

















% Point Change





% Point Change
Loss ratio
100.9
%

87.9
%

13.0
%

81.4
%

76.2
%

5.2
%
Acquisition expense ratio
22.3
%

23.4
%

(1.1
)%

22.8
%

24.4
%

(1.6
)%
General & administrative expense ratio
5.1
%

4.1
%

1.0
%

5.5
%

3.9
%

1.6
%
Combined ratio
128.3
%

115.4
%

12.9
%

109.7
%

104.5
%

5.2
%
Adjusted combined ratio (2)
126.4
%

114.2
%

12.2
%

107.3
%

103.3
%

4.0
%

⁽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,

2019

2018

2019

2018

($ in thousands)
Gross premiums written:







Casualty reinsurance
$
26,680


$
52,025


$
279,967


$
274,661

Other specialty reinsurance
34,931


45,087


119,518


196,170

Property catastrophe reinsurance
844


1,684


16,226


10,424

Insurance programs and coinsurance
93,799


62,141


339,170


253,760

Total
$
156,254


$
160,937


$
754,881


$
735,015









Net premiums written:







Casualty reinsurance
$
26,532


$
51,379


$
225,758


$
273,048

Other specialty reinsurance
33,078


42,837


114,876


181,096

Property catastrophe reinsurance
874


1,678


15,517


10,193

Insurance programs and coinsurance
51,869


36,466


176,711


139,838

Total
$
112,353


$
132,360


$
532,862


$
604,175









Net premiums earned:







Casualty reinsurance
$
55,352


$
72,124


$
238,437


$
278,656

Other specialty reinsurance
30,929


37,420


149,688


162,691

Property catastrophe reinsurance
3,692


3,555


13,399


10,998

Insurance programs and coinsurance
43,473


33,874


155,166


126,517

Total
$
133,446


$
146,973


$
556,690


$
578,862

The following table shows the components of our loss and loss adjustment expenses for the three months and years ended December 31, 2019 and 2018:


Three Months Ended December 31,

Year Ended December 31,

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
$
110,510


82.8
%

$
129,101


87.8
%

$
429,322


77.1
%

$
443,482


76.6
%
Prior year development (favorable)/adverse
24,145


18.1
%

67


0.1
%

23,813


4.3
%

(2,227
)

(0.4
)%
Loss and loss adjustment expenses
$
134,655


100.9
%

$
129,168


87.9
%

$
453,135


81.4
%

$
441,255


76.2
%

Results for the three months ended December 31, 2019 versus 2018:

Gross and net premiums written in the 2019 fourth quarter were 2.9% and 15.1% lower, respectively, than the 2018 fourth quarter. The decrease in premiums reflected a reduction in reinsurance premiums, offset in part by an increase of new and renewal business bound in insurance programs and coinsurance in the 2019 fourth quarter.

Net premiums earned in the 2019 fourth quarter were 9.2% lower than the 2018 fourth 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 100.9% in the 2019 fourth quarter compared to 87.9% in the 2018 fourth quarter. In the 2019 fourth quarter, we experienced $5.0 million in catastrophe losses, primarily due to Typhoon Hagibis in Japan. The increase in the loss ratio reflects 18.1 points of prior year and 2.9 points of current year loss reserve strengthening, primarily in the casualty reinsurance line of business. Casualty reinsurance prior year loss reserves were strengthened 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. The loss reserve development in the prior year fourth quarter had essentially been flat.

The acquisition expense ratio was 22.3% in the 2019 fourth quarter, compared to 23.4% in the 2018 fourth quarter, reflecting changes in the mix and type of business.

The general and administrative expense ratio was 5.1% in the 2019 fourth quarter, compared to 4.1% in the 2018 fourth quarter. The 1.0 point increase versus the prior year fourth quarter was attributable to ongoing public company expenses. Removing certain corporate expenses, our adjusted general and administrative expense ratio was 3.7% in the 2019 fourth quarter compared to 3.4% in the 2018 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,

2019

2018

2019

2018

($ in thousands)
Interest income
$
40,775


$
43,086


$
163,888


$
152,916

Investment management fees - related parties
(4,807
)

(4,390
)

(18,392
)

(17,006
)
Borrowing and miscellaneous other investment expenses
(6,142
)

(8,741
)

(29,285
)

(28,377
)
Net interest income
29,826


29,955


116,211


107,533

Realized gains (losses) on investments
(10,664
)

4,599


(7,948
)

(4,788
)
Unrealized gains (losses) on investments
16,769


(102,196
)

32,191


(109,046
)
Investment performance fees - related parties
(3,849
)

6,558


(12,191
)

(48
)
Net investment income (loss)
$
32,082


$
(61,084
)

$
128,263


$
(6,349
)








Unrealized gains on investments (balance sheet)
$
47,203


$
17,109


$
47,203


$
17,109

Unrealized losses on investments (balance sheet)
(110,448
)

(134,494
)

(110,448
)

(134,494
)
Net unrealized gains (losses) on investments (balance sheet)
$
(63,245
)

$
(117,385
)

$
(63,245
)

$
(117,385
)








Net interest income yield on average net assets (1)
1.4
%

1.5
%

5.4
%

5.4
%
Non-investment grade portfolio (1)
1.7
%

1.9
%

6.8
%

7.0
%
Investment grade portfolio (1)
0.6
%

0.5
%

2.5
%

1.9
%
Net investment income return on average net assets (1)
1.5
%

(3.0
)%

6.0
%

(0.3
)%
Non-investment grade portfolio (1)
1.7
%

(4.3
)%

6.8
%

(0.2
)%
Investment grade portfolio (1)
0.9
%

0.8
%

3.9
%

0.9
%








Net investment income return on average total investments (2)
1.2
%

(2.2
)%

4.6
%

(0.2
)%
Non-investment grade portfolio (2)
1.4
%

(3.4
)%

5.7
%

(0.1
)%
Investment grade portfolio (2)
0.9
%

0.8
%

3.9
%

0.9
%

⁽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 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 twelve-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 December 31, 2019:


As of December 31, 2019

Non-Investment Grade

($ in millions)
Total non-investment grade investments
$
1,862.3



Portfolio allocation by asset class:

Term loans
57.1
%
Corporate bonds
11.5
%
Short-term investments
12.5
%
Asset-backed securities
10.2
%
Equities
6.7
%
Other investments
1.6
%
Mortgage-backed securities
0.4
%
Total
100.0
%


As of December 31, 2019

Investment Grade

($ in millions)
Total investment grade investments
$
846.9



Portfolio allocation by asset class:

U.S. government and government agency bonds
33.7
%
Corporate bonds
18.7
%
Asset-backed securities
17.2
%
Non-U.S. government and government agency bonds
15.8
%
Short-term investments
11.4
%
Mortgage-backed securities
2.9
%
Municipal government and government agency bonds
0.3
%
Total
100.0
%

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 $3.0 million for the three months ended December 31, 2019, in relation to the 6.5% senior notes issued on July 2, 2019. Interest is paid semi-annually in arrears on January 2 and July 2.

Net foreign exchange gains (losses), which relate to underwriting, fair value option investments, fair value through net income investments, cash and cash equivalents, revolving credit agreement borrowings and realized amounts for available-for-sale investments, are included in the consolidated statements of income (loss).

Unrealized net foreign exchange gains (losses), which relate to available-for-sale investments, are included in the statement of comprehensive income (loss) within "unrealized holding gains (losses) arising during the period".

The consolidated statements of income (loss) include net foreign exchange losses of $7.5 million for the 2019 fourth quarter, while the statement of comprehensive income (loss) includes unrealized net foreign exchange gains of $7.5 million for the 2019 fourth quarter.

Preference dividends were $1.2 million and $4.9 million for the three months ended December 31, 2019 and 2018, respectively.

The Board of Directors has authorized a new share repurchase program under which the Company may repurchase up to $50 million of its outstanding common shares. Repurchases under the new $50 million authorization may be effected from time to time in open market or privately negotiated transactions. The timing and amount of the repurchase transactions under this program will depend on a variety of factors, including market conditions, the level of future earnings, and rating agency and regulatory considerations.

Conference Call

The Company will hold a conference call on Wednesday, February 12, 2020 at 1:00 p.m. Eastern time to discuss its 2019 fourth 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 February 13, 2020.

About Watford Holdings Ltd.

Watford Holdings Ltd. is a global property and casualty insurance and reinsurance company with approximately $1.1 billion in capital as of December 31, 2019, comprised of: $172.4 million of senior notes, $52.3 million of contingently redeemable preference shares and $872.4 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)



December 31,

December 31,

2019

2018
Assets
($ in thousands)
Investments:



Term loans, fair value option (Amortized cost: $1,113,212 and $1,055,664)
$
1,061,934


$
1,000,652

Fixed maturities, fair value option (Amortized cost: $432,576 and $972,653)
416,594


922,819

Short-term investments, fair value option (Cost: $325,542 and $281,959)
329,303


282,132

Equity securities, fair value option
59,799


56,638

Other investments, fair value option
30,461


49,762

Investments, fair value option
1,898,091


2,312,003

Fixed maturities, available for sale (Amortized cost: $739,456 and $397,509)
745,708


393,351

Equity securities, fair value through net income
65,338


33,013

Total investments
2,709,137


2,738,367

Cash and cash equivalents
102,437


63,529

Accrued investment income
14,025


19,461

Premiums receivable
273,657


227,301

Reinsurance recoverable on unpaid and paid losses and loss adjustment expenses
170,974


86,445

Prepaid reinsurance premiums
132,577


61,587

Deferred acquisition costs, net
64,044


80,858

Receivable for securities sold
16,288


24,507

Intangible assets
7,650


7,650

Funds held by reinsurers
42,505


44,830

Other assets
17,562


18,321

Total assets
$
3,550,856


$
3,372,856

Liabilities



Reserve for losses and loss adjustment expenses
$
1,263,628


$
1,032,760

Unearned premiums
438,907


390,114

Losses payable
61,314


24,750

Reinsurance balances payable
77,066


21,034

Payable for securities purchased
18,180


60,142

Payable for securities sold short
66,257


8,928

Revolving credit agreement borrowings
484,287


693,917

Senior notes
172,418


—

Amounts due to affiliates
4,467


5,888

Investment management and performance fees payable
17,762


3,807

Other liabilities
21,912


20,916

Total liabilities
$
2,626,198


$
2,262,256

Commitments and contingencies



Contingently redeemable preference shares
52,305


220,992

Shareholders’ equity



Common shares ($0.01 par; shares authorized: 120 million; shares issued: 22,692,300 and 22,682,875)
227


227

Additional paid-in capital
898,083


895,386

Retained earnings (deficit)
43,470


(1,275
)
Accumulated other comprehensive income (loss)
5,629


(4,730
)
Common shares held in treasury, at cost (shares: 2,789,405 and Nil)
(75,056
)

—

Total shareholders’ equity
872,353


889,608

Total liabilities, contingently redeemable preference shares and shareholders’ equity
$
3,550,856


$
3,372,856

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


(Unaudited)
(Unaudited)

Three Months Ended December 31,
Year Ended December 31,

2019

2018

2019

2018
Revenues
($ in thousands except share and per share data)
Gross premiums written
$
156,254


$
160,937


$
754,881


$
735,015

Gross premiums ceded
(43,901
)

(28,577
)

(222,019
)

(130,840
)
Net premiums written
112,353


132,360


532,862


604,175

Change in unearned premiums
21,093


14,613


23,828


(25,313
)
Net premiums earned
133,446


146,973


556,690


578,862

Other underwriting income (loss)
568


630


2,412


2,722

Interest income
40,775


43,086


163,888


152,916

Investment management fees - related parties
(4,807
)

(4,390
)

(18,392
)

(17,006
)
Borrowing and miscellaneous other investment expenses
(6,142
)

(8,741
)

(29,285
)

(28,377
)
Net interest income
29,826


29,955


116,211


107,533

Realized and unrealized gains (losses) on investments
6,105


(97,597
)

24,243


(113,834
)
Investment performance fees - related parties
(3,849
)

6,558


(12,191
)

(48
)
Net investment income (loss)
32,082


(61,084
)

128,263


(6,349
)
Total revenues
166,096


86,519


687,365


575,235

Expenses







Loss and loss adjustment expenses
(134,655
)

(129,168
)

(453,135
)

(441,255
)
Acquisition expenses
(29,785
)

(34,428
)

(126,788
)

(141,136
)
General and administrative expenses
(6,825
)

(6,037
)

(30,843
)

(22,311
)
Interest expense
(2,950
)

—


(5,791
)

—

Net foreign exchange gains (losses)
(7,536
)

1,764


(8,247
)

3,611

Non-recurring direct listing expenses
—


(9,000
)

—


(9,000
)
Total expenses
(181,751
)

(176,869
)

(624,804
)

(610,091
)
Income (loss) before income taxes
(15,655
)

(90,350
)

62,561


(34,856
)
Income tax expense
—


—


(20
)

(27
)
Net income (loss) before preference dividends
(15,655
)

(90,350
)

62,541


(34,883
)
Preference dividends
(1,209
)

(4,909
)

(13,632
)

(19,633
)
Accelerated amortization of costs related to the redemption of preference shares
—


—


(4,164
)

—

Net income (loss) available to common shareholders
$
(16,864
)

$
(95,259
)

$
44,745


$
(54,516
)
Other comprehensive income (loss) net of income tax:







Available-for-sale investments:







Unrealized holding gains (losses) arising during the period (1)
$
5,847


$
(1,010
)

$
16,021


$
(5,204
)
Reclassification of net realized (gains) losses, net of income taxes, included in net income
(2,146
)

362


(5,611
)

1,046

Foreign currency translation adjustments
(384
)

160


(51
)

400

Other comprehensive income (loss) net of income tax
3,317


(488
)

10,359


(3,758
)
Comprehensive income (loss)
$
(13,547
)

$
(95,747
)

$
55,104


$
(58,274
)
Earnings (loss) per share:







Basic
$
(0.79
)

$
(4.20
)

$
2.00


$
(2.40
)
Diluted
$
(0.79
)

$
(4.20
)

$
2.00


$
(2.40
)
Weighted average number of ordinary shares used in the determination of earnings (loss) per share:







Basic
21,277,287


22,682,875


22,366,682


22,682,875

Diluted
21,277,287


22,682,875


22,373,968


22,682,875

⁽¹⁾ Includes $7.5 million and $(1.4) million unrealized net foreign exchange gains (losses) for the three months ended December 31, 2019 and 2018. Includes $3.4 million and $(2.7) million unrealized net foreign exchange gains (losses) for the years ended December 31, 2019 and 2018.


Three Months Ended December 31,

Year Ended December 31,

2019

2018

2019

2018
Numerator:
($ in thousands except share and per share data)
Net income (loss) before preference dividends
$
(15,655
)

$
(90,350
)

$
62,541


$
(34,883
)
Preference dividends
(1,209
)

(4,909
)

(13,632
)

(19,633
)
Accelerated amortization of costs related to the redemption of preference shares
—


—


(4,164
)

—

Net income (loss) available to common shareholders
$
(16,864
)

$
(95,259
)

$
44,745


$
(54,516
)
Denominator:







Weighted average common shares outstanding - basic
21,277,287


22,682,875


22,366,682


22,682,875

Effect of dilutive common share equivalents:







Weighted average non-vested restricted share units (1)(2)
—


—


7,286


—

Weighted average common shares outstanding - diluted
21,277,287


22,682,875


22,373,968


22,682,875

Earnings (loss) per common share:







Basic
$
(0.79
)

$
(4.20
)

$
2.00


$
(2.40
)
Diluted
$
(0.79
)

$
(4.20
)

$
2.00


$
(2.40
)

⁽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 December 31, 2019.

⁽²⁾ 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, 2019

September 30, 2019

June 30, 2019

March 31, 2019

December, 31, 2018
Numerator:
($ in thousands except share and per share data)
Total shareholders’ equity
$
872,353


$
960,773


$
961,296


$
941,891


$
889,608

Denominator:









Common shares outstanding - basic

19,976,397



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



82,360



—



—

Common shares outstanding - diluted

20,058,757



22,848,162



22,848,162



22,682,875



22,682,875











Book value per common share
$
43.67


$
42.20


$
42.23


$
41.52


$
39.22

Book value per diluted common share
$
43.49


$
42.05


$
42.07


$
41.52


$
39.22

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 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-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 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,

2019

2018

2019

2018

($ in thousands)
Net income (loss) available to common shareholders
$
(16,864
)

$
(95,259
)

$
44,745


$
(54,516
)
Preference dividends
1,209


4,909


13,632


19,633

Accelerated amortization of costs related to the redemption of preference shares
—


—


4,164


—

Net income (loss) before preference dividends
(15,655
)

(90,350
)

62,541


(34,883
)
Income tax expense
—


—


20


27

Interest expense
2,950


—


5,791


—

Net foreign exchange (gains) losses
7,536


(1,764
)

8,247


(3,611
)
Non-recurring direct listing expenses
—


9,000


—


9,000

Net investment (income) loss
(32,082
)

61,084


(128,263
)

6,349

Other underwriting (income) loss
(568
)

(630
)

(2,412
)

(2,722
)
Underwriting income (loss)
(37,819
)

(22,660
)

(54,076
)

(25,840
)
Certain corporate expenses
1,882


1,009


10,812


4,109

Other underwriting income (loss)
568


630


2,412


2,722

Adjusted underwriting income (loss)
$
(35,369
)

$
(21,021
)

$
(40,852
)

$
(19,009
)

The adjusted combined ratio reconciles to the combined ratio for the three months and years ended December 31, 2019 and 2018 as follows:


Three Months Ended December 31,

2019

2018

Amount

Adjustment

As Adjusted

Amount

Adjustment

As Adjusted

($ in thousands)
Losses and loss adjustment expenses
$
134,655


$
—


$
134,655


$
129,168


$
—


$
129,168

Acquisition expenses
29,785


—


29,785


34,428


—


34,428

General & administrative expenses (1)
6,825


(1,882
)

4,943


6,037


(1,009
)

5,028

Net premiums earned (1)
133,446


568


134,014


146,973


630


147,603













Loss ratio
100.9
%





87.9
%




Acquisition expense ratio
22.3
%





23.4
%




General & administrative expense ratio
5.1
%





4.1
%




Combined ratio
128.3
%





115.4
%




Adjusted loss ratio




100.5
%





87.5
%
Adjusted acquisition expense ratio




22.2
%





23.3
%
Adjusted general & administrative expense ratio




3.7
%





3.4
%
Adjusted combined ratio




126.4
%





114.2
%

⁽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,

2019

2018

Amount

Adjustment

As Adjusted

Amount

Adjustment

As Adjusted

($ in thousands)
Losses and loss adjustment expenses
$
453,135


$
—


$
453,135


$
441,255


$
—


$
441,255

Acquisition expenses
126,788


—


126,788


141,136


—


141,136

General & administrative expenses (1)
30,843


(10,812
)

20,031


22,311


(4,109
)

18,202

Net premiums earned (1)
556,690


2,412


559,102


578,862


2,722


581,584













Loss ratio
81.4
%





76.2
%




Acquisition expense ratio
22.8
%





24.4
%




General & administrative expense ratio
5.5
%





3.9
%




Combined ratio
109.7
%





104.5
%




Adjusted loss ratio




81.0
%





75.9
%
Adjusted acquisition expense ratio




22.7
%





24.3
%
Adjusted general & administrative expense ratio




3.6
%





3.1
%
Adjusted combined ratio




107.3
%





103.3
%

⁽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, 2019 and 2018:


Three Months Ended December 31, 2019

Three Months Ended December 31, 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
$
34,435


$
6,340


$
—


$
40,775


$
38,253


$
4,833


$
—


$
43,086

Investment management fees - related parties
(4,431
)

(376
)

—


(4,807
)

(4,090
)

(300
)

—


(4,390
)
Borrowing and miscellaneous other investment expenses
(2,807
)

(316
)

(3,019
)

(6,142
)

(5,419
)

(101
)

(3,221
)

(8,741
)
Net interest income
27,197


5,648


(3,019
)

29,826


28,744


4,432


(3,221
)

29,955

Net realized gains (losses) on investments
(13,539
)

2,875


—


(10,664
)

5,590


(991
)

—


4,599

Net unrealized gains (losses) on investments (1)
17,283


(514
)

—


16,769


(105,208
)

3,012


—


(102,196
)
Investment performance fees - related parties
(3,849
)

—


—


(3,849
)

6,558


—


—


6,558

Net investment income (loss)
$
27,092


$
8,009


$
(3,019
)

$
32,082


$
(64,316
)

$
6,453


$
(3,221
)

$
(61,084
)
















Average total investments (2)
$
1,869,300


$
870,208


$
—


$
2,739,508


$
1,905,464


$
851,710


$
—


$
2,757,174

Average net assets (3)
$
1,635,302


$
872,771


$
(328,750
)

$
2,179,323


$
1,492,417


$
852,176


$
(304,487
)

$
2,040,106

















Net interest income yield on average net assets (3)
1.7
%

0.6
%



1.4
%

1.9
%

0.5
%



1.5
%
Net investment income return on average total investments (2)
1.4
%

0.9
%



1.2
%

(3.4
)%

0.8
%



(2.2
)%
Net investment income return on average net assets (3)
1.7
%

0.9
%

(0.9
)%

1.5
%

(4.3
)%

0.8
%

(1.1
)%

(3.0
)%

⁽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 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.


Year Ended December 31, 2019

Year Ended December 31, 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
$
139,280


$
24,608


$
—


$
163,888


$
135,847


$
17,069


$
—


$
152,916

Investment management fees - related parties

(16,877
)


(1,515
)


—



(18,392
)


(15,818
)


(1,188
)


—



(17,006
)
Borrowing and miscellaneous other investment expenses

(15,047
)


(983
)


(13,255
)


(29,285
)


(16,994
)


(375
)


(11,008
)


(28,377
)
Net interest income

107,356



22,110



(13,255
)


116,211



103,035



15,506



(11,008
)


107,533

Net realized gains (losses) on investments

(13,147
)


5,199



—



(7,948
)


392



(5,180
)


—



(4,788
)
Net unrealized gains (losses) on investments (1)

24,729



7,462



—



32,191



(105,768
)


(3,278
)


—



(109,046
)
Investment performance fees - related parties

(12,191
)


—



—



(12,191
)


(48
)


—



—



(48
)
Net investment income (loss)
$
106,747


$
34,771


$
(13,255
)

$
128,263


$
(2,389
)

$
7,048


$
(11,008
)

$
(6,349
)
















Average total investments (2)
$
1,872,835

$
900,641


$
—


$
2,773,476


$
1,851,650


$
812,186

$
—


$
2,663,836

Average net assets (3)
$
1,568,980

$
900,069


$
(325,527
)

$
2,143,522


$
1,472,297


$
814,154

$
(287,765
)

$
1,998,686

















Net interest income yield on average net assets (3)

6.8
%


2.5
%




5.4
%


7.0
%


1.9
%




5.4
%
Net investment income return on average total investments (2)

5.7
%


3.9
%




4.6
%


(0.1
)%


0.9
%




(0.2
)%
Net investment income return on average net assets (3)

6.8
%


3.9
%


(4.1
)%


6.0
%


(0.2
)%


0.9
%


(3.8
)%


(0.3
)%

⁽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 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.


As of December 31, 2019

As of December 31, 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
$
1,869,300


$
870,208


$
—


$
2,739,508


$
1,905,464


$
851,710


$
—


$
2,757,174

Average total investments - YTD
1,872,835


900,641


—


2,773,476


1,851,650


812,186


—


2,663,836

















Average net assets - QTD
1,635,302


872,771


(328,750
)

2,179,323


1,492,417


852,176


(304,487
)

2,040,106

Average net assets - YTD
1,568,980


900,069


(325,527
)

2,143,522


1,472,297


814,154


(287,765
)

1,998,686

















Total investments
$
1,862,253


$
846,884


$
—


$
2,709,137


$
1,882,591


$
855,776


$
—


$
2,738,367

Accrued investment income
9,679


4,346


—


14,025


15,000


4,461


—


19,461

Receivable for securities sold
16,275


13


—


16,288


23,820


687


—


24,507

Less: Payable for securities purchased
18,180


—


—


18,180


60,142


—


—


60,142

Less: Payable for securities sold short
66,257


—


—


66,257


8,928


—


—


8,928

Less: Revolving credit agreement borrowings
155,537


—


328,750


484,287


386,430


—


307,487


693,917

Net assets
$
1,648,233


$
851,243


$
(328,750
)

$
2,170,726


$
1,465,911


$
860,924


$
(307,487
)

$
2,019,348

Non-investment grade borrowing ratio (1)
9.4
%







26.4
%






















Unrealized gains on investments
$
38,057


$
9,146


$
—


$
47,203


$
15,635


$
1,474


$
—


$
17,109

Unrealized losses on investments
(108,444
)

(2,004
)

—


(110,448
)

(119,633
)

(14,861
)

—


(134,494
)
Net unrealized gains (losses) on investments
$
(70,387
)

$
7,142


$
—


$
(63,245
)

$
(103,998
)

$
(13,387
)

$
—


$
(117,385
)

⁽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, 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

Company Name:	Watford Holdings Ltd.
Stock Symbol:	WTRE
Market:	NYSE
Website:	www.wisdomtree.com

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