Flagstone Re Reports Second Quarter 2012 Results
August 06, 2012
LUXEMBOURG--(BUSINESS WIRE)--
Flagstone Reinsurance Holdings, S.A. (NYSE: FSR) today announced second
quarter 2012 basic book value per share of $11.73 and diluted book value
per share of $11.52, up 1.2% and 1.3%, respectively, for the quarter
(percentages inclusive of dividends). Net income attributable to
Flagstone’s common shareholders for the three and six months ended June
30, 2012, was $13.5 million and $52.7 million, or $0.19 and $0.74
earnings per diluted share, respectively, compared to a net loss of
$20.2 million and $181.4 million, or $0.29 and $2.60 loss per diluted
share, respectively, for the three and six months ended June 30, 2011.
Net income from continuing operations for the three and six months ended
June 30, 2012, was $12.3 million and $40.2 million, or $0.17 and $0.55
earnings per diluted share, respectively, compared to net loss from
continuing operations of $33.0 million and $181.1 million, or $0.49 or
$2.62 loss per diluted share, respectively, for the three and six months
ended June 30, 2011.
As previously announced on April 2, 2012, and April 3, 2012, the Company
entered into definitive agreements to divest its former Island Heritage
and Lloyd’s reportable segments, respectively. The Island Heritage
transaction was completed on April 5, 2012, as previously announced. The
Lloyd’s transaction is expected to be completed during the third quarter
of 2012 following receipt on final approvals from Lloyd’s.
Except as explicitly described as held for sale or as discontinued
operations, and unless otherwise noted, all discussions and amounts
presented herein relate only to Flagstone’s continuing operations. All
prior years presented have been reclassified to conform to this new
presentation.
Operating highlights of our continuing operations for the three and six
months ended June 30, 2012 and 2011 included the following:
|
|
| For the three months ended June 30, |
|
| For the six months ended June 30, | | | | 2012 |
|
| 2011 |
|
| % Change | | | 2012 |
|
| 2011 |
| % Change | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
(Expressed in millions of U.S. dollars, except percentages)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Operating income (loss) (1) | | |
$
|
8.6
| | | |
$
|
(11.6
|
)
| | | |
174.1
| |
%
| | |
$
|
16.2
| | | |
$
|
(160.3
|
)
| | |
110.1
| |
%
| |
Gross premiums written
| | |
$
|
171.2
| | | |
$
|
264.1
| | | | |
(35.2
|
)
|
%
| | |
$
|
341.4
| | | |
$
|
616.8
| | | |
(44.6
|
)
|
%
| |
Net premiums earned
| | |
$
|
102.5
| | | |
$
|
118.6
| | | | |
(13.6
|
)
|
%
| | |
$
|
216.2
| | | |
$
|
319.7
| | | |
(32.4
|
)
|
%
| |
Combined ratio
| | | |
94.1
|
%
| | | |
119.5
| |
%
| | |
(25.4
|
)
|
%
| | | |
95.9
|
%
| | | |
156.1
| |
%
| |
(60.2
|
)
|
%
| |
Total return on investments
| | | |
0.5
|
%
| | | |
0.3
| |
%
| | |
0.2
| |
%
| | | |
2.4
|
%
| | | |
1.3
| |
%
| |
1.1
| |
%
|
(1) Operating income (loss), a non-GAAP financial measure, is
defined as income (loss) from continuing operations adjusted for net
realized and unrealized gains (losses) - investments, net realized and
unrealized gains (losses) - other, net foreign exchange losses (gains),
and non-recurring items. A reconciliation of this measure to income
(loss) from continuing operations is presented at the end of this
release.
 David Brown, Flagstone’s Chief Executive Officer, stated, “We are
pleased with our second quarter results as we continue to benefit from
the strategic shift in our business model as Flagstone becomes a more
focused and efficient underwriter. Evidence of the effectiveness of this
strategy and its benefits could be seen this quarter with reduced
frequency and attritional losses, coupled with our ongoing expense
saving initiatives, which drove positive underwriting performance
despite significant tornado, wind, and wildfire industry losses in the
United States during the quarter. Flagstone’s improved performance in
the second quarter also reflects the benefits of attractive rates in our
core business, which partially offset the reduction in income as we
continue to reposition our portfolio. Furthermore, our mid-year
underwriting renewals were strong and are a testament to our value in
the marketplace and demonstrate our commitment to our clients.”
Flagstone is, in all material respects, nearing the completion of the
business realignment as we announced in October 2011. The Company
remains focused on leveraging the existing strengths in Flagstone’s core
businesses in order to deliver enhanced value for its shareholders.
Flagstone’s written premium for the second quarter, inclusive of
reinstatements, was $171.2 million, which represents a decrease of 35.2%
over the same period in 2011, as Flagstone continues to execute on its
plan to decrease operating leverage and lower overall risk. This
decrease was primarily attributed to risk reduction both in limits sold
and a shift upward in attachment levels, as well as a reduction in
business that was not considered appropriate within the re-focused
portfolio.
For the second quarter, Flagstone produced a loss ratio of 54.1% and a
combined ratio of 94.1%. This resulted in an increase in diluted book
value per share of 1.3% during the second quarter.
Results of Operations
As a result of the announced divestitures of Lloyd’s and Island
Heritage, the Company revised its reportable segments. The Company
regularly reviews its financial results and assesses performance on the
basis of its single reportable segment. All amounts in the following
tables are expressed in thousands of U.S. dollars, except percentages or
unless otherwise stated.
Underwriting Results |
Below is a summary of our underwriting results and ratios for the
three months ended June 30, 2012 and 2011:
|
|
| For the three months ended June 30, | | | 2012 |
| 2011 |
| $ Change |
|
| % Change | | | | | | | | | | | | | | |
| |
Property catastrophe reinsurance
| |
$
|
126,755
| | | |
$
|
170,394
| | | |
$
|
(43,639
|
)
| |
(25.6
|
)
|
%
| |
Property reinsurance
| | |
28,781
| | | | |
53,224
| | | | |
(24,443
|
)
| |
(45.9
|
)
|
%
| |
Short tail specialty and casualty reinsurance
| |
|
15,614
|
|
| |
|
40,510
|
|
| |
|
(24,896
|
)
| |
(61.5
|
)
|
%
| |
Gross premiums written
| | |
171,150
| | | | |
264,128
| | | | |
(92,978
|
)
| |
(35.2
|
)
|
%
| |
Premiums ceded
| |
|
(6,285
|
)
|
| |
|
(44,409
|
)
|
| |
|
38,124
|
| |
(85.8
|
)
|
%
| |
Net premiums written
| |
|
164,865
|
|
| |
|
219,719
|
|
| |
|
(54,854
|
)
| |
(25.0
|
)
|
%
| |
Net premiums earned
| | |
102,499
| | | | |
118,620
| | | | |
(16,121
|
)
| |
(13.6
|
)
|
%
| |
Other related income
| | |
909
| | | | |
731
| | | | |
178
| | |
24.4
| |
%
| |
Loss and loss adjustment expenses
| | |
(55,483
|
)
| | | |
(96,490
|
)
| | | |
41,007
| | |
(42.5
|
)
|
%
| |
Acquisition costs
| | |
(22,113
|
)
| | | |
(25,613
|
)
| | | |
3,500
| | |
(13.7
|
)
|
%
| |
General and administrative expenses
| |
|
(18,822
|
)
|
| |
|
(19,744
|
)
|
| |
|
922
|
| |
(4.7
|
)
|
%
| | Underwriting income (loss) | |
$
|
6,990
|
|
| |
$
|
(22,496
|
)
|
| |
$
|
29,486
|
| |
131.1
| |
%
| | | | | | | | | | | | | | |
| |
Loss ratio
| | |
54.1
| |
%
| | |
81.3
| |
%
| | | | | | | |
Acquisition cost ratio
| | |
21.6
| |
%
| | |
21.6
| |
%
| | | | | | | |
General and administrative expense ratio
| |
|
18.4
|
|
%
| |
|
16.6
|
|
%
| | | | | | | |
Combined ratio
| |
|
94.1
|
|
%
| |
|
119.5
|
|
%
| | | | | | |
-
The increase in net underwriting results is the result of the lack of
significant loss events during the second quarter of 2012 compared to
the same period in 2011 (New Zealand earthquake of June 2011 and U.S.
tornadoes), offset by a significant reduction in gross premiums
written and net premiums earned, which is in line with our current
underwriting strategy.
-
The decrease in gross premiums written for all lines of business is a
result of an overall decrease in our risk appetite and in our
shareholder’s equity following the significant worldwide losses we
sustained in 2011. During the three months ended June 30, 2012, we
recorded $3.9 million of gross reinstatement premiums compared to $5.8
million recorded for the same period in 2011.
-
The decrease in ceded premiums is primarily related to higher
reinstatement premiums incurred in 2011 on our ceded reinsurance due
to loss activity and the increased level of reinsurance purchases
after the loss events during the first quarter of 2011.
-
The decrease in the loss ratio compared to the same period in 2011 is
primarily due to more significant losses from catastrophic events in
the prior period, which included the New Zealand earthquake of $18.5
million and U.S. tornadoes of $19.4 million. Losses are net of
retrocession but exclude reinstatement premiums.
-
Each quarter we revisit our loss estimates for previous catastrophe
events. During the quarter ended June 30, 2012, based on updated
estimates provided by clients and brokers, we recorded net favorable
developments of $1.4 million for prior accident years. During the
second quarter of 2011, the net positive developments for prior
catastrophe events were $12.8 million.
-
The acquisition cost ratio compared to the same period in 2011 has
remained stable.
-
The decrease in general and administrative expenses is primarily the
result of expense reduction initiatives in accordance with our overall
decrease in underwriting activities, partially offset by lower staff
compensation accrual in the same period in 2011 as a result of the
significant underwriting loss.
Below is a summary of the underwriting results and ratios for the six
months ended June 30, 2012 and 2011:
 |
|
| For the six months ended June 30, | | | | | 2012 |
| 2011 |
| $ Change |
| % Change | | | | | | | | | | | | | | | |
| |
Property catastrophe reinsurance
| | |
$
|
233,096
| | | |
$
|
372,256
| | | |
$
|
(139,160
|
)
| |
(37.4
|
)
|
%
| |
Property reinsurance
| | | |
66,666
| | | | |
119,023
| | | | |
(52,357
|
)
| |
(44.0
|
)
|
%
| |
Short tail specialty and casualty reinsurance
| | |
|
41,616
|
|
| |
|
125,524
|
|
| |
|
(83,908
|
)
| |
(66.8
|
)
|
%
 | |
Gross premiums written
| | | |
341,378
| | | | |
616,803
| | | | |
(275,425
|
)
| |
(44.7
|
)
|
%
| |
Premiums ceded
| | |
|
(91,184
|
)
|
| |
|
(163,159
|
)
|
| |
|
71,975
|
| |
(44.1
|
)
|
%
| |
Net premiums written
| | |
|
250,194
|
|
| |
|
453,644
|
|
| |
|
(203,450
|
)
| |
(44.8
|
)
|
%
| |
Net premiums earned
| | | |
216,244
| | | | |
319,673
| | | | |
(103,429
|
)
| |
(32.4
|
)
|
%
| |
Other related income
| | | |
2,744
| | | | |
1,003
| | | | |
1,741
| | |
173.6
| |
%
| |
Loss and loss adjustment expenses
| | | |
(121,932
|
)
| | | |
(399,489
|
)
| | | |
277,557
| | |
(69.5
|
)
|
%
| |
Acquisition costs
| | | |
(44,766
|
)
| | | |
(63,684
|
)
| | | |
18,918
| | |
(29.7
|
)
|
%
| |
General and administrative expenses
| | |
|
(40,683
|
)
|
| |
|
(35,819
|
)
|
| |
|
(4,864
|
)
| |
13.6
| |
%
| | Underwriting income (loss) | | |
$
|
11,607
|
|
| |
$
|
(178,316
|
)
|
| |
$
|
189,923
|
| |
106.5
| |
%
| | | | | | | | | | | | | | | |
| |
Loss ratio
| | | |
56.4
| |
%
| | |
125.0
| |
%
| | | | | | | |
Acquisition cost ratio
| | | |
20.7
| |
%
| | |
19.9
| |
%
| | | | | | | |
General and administrative expense ratio
| | |
|
18.8
|
|
%
| |
|
11.2
|
|
%
| | | | | | | |
Combined ratio
| | |
|
95.9
|
|
%
| |
|
156.1
|
|
%
| | | | | | |
-
The increase in net underwriting results is the result of the lack of
significant loss events in 2012 compared to the same period in 2011
(Australian floods, cyclone Yasi, New Zealand earthquakes of February
2011 and June 2011, Japan earthquake and tsunami, and U.S. tornadoes),
offset by a significant reduction in gross premiums written and net
premiums earned, which is in line with our current underwriting
strategy.
-
The decrease in gross written premiums for all lines of business is a
result of an overall decrease in our risk appetite and in our
shareholder’s equity following the significant worldwide losses we
sustained in 2011. During the six months ended June 30, 2012, we
recorded $11.3 million of gross reinstatement premiums compared to
$17.8 million recorded for the same period in 2011. The decrease in
reinstatements premiums was due to lower catastrophe losses in the
current period.
-
The decrease in ceded premiums is primarily related to higher
reinstatement premiums incurred in 2011 on our ceded reinsurance due
to loss activity and the increased level of reinsurance purchases
after the loss events during the first quarter of 2011.
-
The decrease in the loss ratio compared to the same period in 2011 is
primarily due to more significant losses from catastrophic events in
the prior period, including net incurred losses related to the
Australian floods ($27.2 million), cyclone Yasi ($29.8 million), New
Zealand earthquake of February 2011 ($100.8 million), the Japan
earthquake and tsunami ($99.1 million), New Zealand earthquake of June
2011 ($18.5 million) and the U.S. tornadoes ($19.4 million). Losses
are net of retrocession but exclude reinstatement premiums.
-
Each quarter we revisit our loss estimates for previous catastrophe
events. During the six months ended June 30, 2012, based on updated
estimates provided by clients and brokers, we recorded net adverse
developments of $6.1 million, related to cumulative prior accident
years. In addition, we undertook our scheduled first quarter review of
actuarial reserving assumptions. As a result of revised development
factors for non-cat business based in part on experience, we recorded
$7.0 million of negative reserves development.
-
The increase in general and administrative expenses is primarily the
result of staff compensation accrual and performance based
compensation returning to more typical levels in the current period as
compared to levels in the same period in 2011, which were adjusted
downward as a result of the significant underwriting loss.
Income from Discontinued Operations
Income from discontinued operations includes the financial results of
our former reportable segments, Lloyd’s (for all periods presented) and
Island Heritage (for all periods presented up to and including March 31,
2012). Included in income from discontinued operations for the six
months ended June 30, 2012 is underwriting income of $8.6 million,
compared to underwriting losses of $3.6 million for the same period in
2011. The $12.2 million increase in underwriting income is primarily
attributable to more significant catastrophic events during 2011
compared to 2012.
In addition, as of June 30, 2012, we had liabilities associated with
discontinued operations of $393.8 million, all associated with our
Lloyd’s former reportable segment. Although we account for the business
comprising our former Lloyd’s and Island Heritage reportable segments as
discontinued operations, we owned the Island Heritage business until
completing its sale on April 5, 2012, and we will continue to own the
Lloyd’s business and be subject to the risks associated with that
business until the Lloyd’s divestiture is complete.
Investment results
The total return on our investment portfolio, excluding noncontrolling
interests in the investment portfolio, comprises investment income and
realized and unrealized gains and losses on investments. For the three
and six months ended June 30, 2012, the total return on invested assets
was 0.5% and 2.4%, respectively, compared to 0.3% and 1.3%, respectively
for the three and six months ended June 30, 2011.
Net investment income
Net investment income for the three and six months ended June 30, 2012
was $3.9 million and $8.9 million, respectively, compared to $12.3
million and $21.5 million, respectively, for the same periods in 2011.
The decrease on the three months is primarily due to lower invested
assets and the change in asset allocation during the quarter. The
decrease on the six months is primarily due to lower investment assets,
the change in asset allocation and lower interest rates during the
period.
Net realized and unrealized gains and losses – investments
Net realized and unrealized gains on the Company’s portfolio amounted to
$5.4 million and $23.5 million, respectively, for the three and six
months ended June 30, 2012, compared to losses of $7.9 million and gains
of $2.9 million, respectively, for the three and six months ended June
30, 2011.
These amounts comprise net realized and unrealized gains and losses on
our fixed maturities, equities, other investments and investment
portfolio derivatives which includes global equities, global bonds,
commodity futures and "to be announced" mortgage-backed securities.
Treasury hedging and other Net realized and unrealized gains and losses – other
The Company's policy is to hedge the majority of its currency exposure
with derivative instruments such as currency swaps and foreign currency
forward contracts. Net realized and unrealized (losses) gains - other
amounted to ($5.0) million and $1.4 million, respectively, for the three
and six months ended June 30, 2012, compared to $14.0 million and $13.3
million, respectively, for the same periods in 2011.
The components of the ($5.0) million losses and $1.4 million gains for
the three and six months ended June 30, 2012, are as follows:
|
| | For the three months ended |
|
| | For the six months ended | | |
| June 30, 2012 | | |
| June 30, 2012 | | | | | | | |
| | | |
(Expressed in thousands of U.S. dollars)
| |
Currency swaps
| |
$
|
(937
|
)
| | |
$
|
(509
|
)
| |
Foreign currency forward contracts
| |
|
(4,053
|
)
| | |
|
1,902
|
| | Net realized and unrealized (losses) gains - other | | $ | (4,990 | ) | | | $ | 1,393 |
|
Interest expense
Interest expense was $3.0 million and $5.9 million, respectively, for
the three and six months ended June 30, 2012 compared to $2.9 million
and $5.7 million, respectively, for the three and six months ended June
30, 2011. Interest expense consists of interest due on outstanding debt
securities and the amortization of debt offering expenses.
Flagstone shareholders’ equity
During the second quarter of 2012, the Company made no repurchases
pursuant to its buyback program. As of June 30, 2012, authority to make
up to $11.2 million of repurchases remained available under the buyback
program.
At June 30, 2012, Flagstone’s shareholders' equity was $0.8 billion and
diluted book value per common share was $11.52.
Additional information
The Company will host a conference call on Tuesday, August 7, 2012, at
9:30 a.m. (EDT) to discuss this release. Live broadcast of the
conference call will be available on the Financial & Investor section of
the Company’s website at www.flagstonere.com.
The Company, through its operating subsidiaries, is a global reinsurance
company that employs a focused and technical approach to the property,
property catastrophe, and short-tail specialty and casualty reinsurance
businesses. The Company is traded on the New York Stock Exchange under
the symbol “FSR” and the Bermuda Stock Exchange under the symbol “FSR
BH”. Additional financial information and other items of interest are
available on the Company’s website located at www.flagstonere.com.
For more detailed financial information, please refer to the unaudited
June 30, 2012, Financial Supplement, which will be posted on the
Company’s website.
|
| |
| | Unaudited Consolidated Condensed Balance Sheets | | As at June 30, 2012 and December 31, 2011 |
(Expressed in thousands of U.S. dollars, except share data)
| |
|
| |
|
| | | | | As at June 30, | | | As at December 31, | | | |
| 2012 |
| | |
| 2011 |
| | ASSETS | | | | | | | | | |
Investments:
| | | | | | | | | |
Fixed maturity investments, at fair value (Amortized cost: 2012 -
$342,491; 2011 - $1,135,755)
| | |
$
|
333,674
| | | |
$
|
1,138,435
| | |
Short term investments, at fair value (Amortized cost: 2012 -
$696,837; 2011 - $10,620)
| | | |
696,838
| | | | |
10,616
| | |
Other investments
| | |
|
142,504
|
| | |
|
125,534
|
| | Total investments | | | |
1,173,016
| | | | |
1,274,585
| | |
Cash and cash equivalents
| | | |
186,251
| | | | |
249,424
| | |
Restricted cash
| | | |
17,823
| | | | |
17,538
| | |
Premium balances receivable
| | | |
273,744
| | | | |
236,375
| | |
Unearned premiums ceded
| | | |
58,679
| | | | |
30,550
| | |
Reinsurance recoverable
| | | |
232,784
| | | | |
271,183
| | |
Accrued interest receivable
| | | |
2,607
| | | | |
12,950
| | |
Receivable for investments sold
| | | |
2,435
| | | | |
18
| | |
Deferred acquisition costs
| | | |
50,144
| | | | |
38,155
| | |
Funds withheld
| | | |
25,983
| | | | |
25,116
| | |
Other assets
| | | |
110,919
| | | | |
160,950
| | |
Assets held for sale including discontinued operations
| | |
|
439,641
|
| | |
|
461,652
|
| | Total assets | | | $ | 2,574,026 |
| | | $ | 2,778,496 |
| | | | | | | | |
| | LIABILITIES | | | | | | | | | |
Loss and loss adjustment expense reserves
| | |
$
|
682,329
| | | |
$
|
897,368
| | |
Unearned premiums
| | | |
292,109
| | | | |
215,316
| | |
Insurance and reinsurance balances payable
| | | |
45,454
| | | | |
75,433
| | |
Payable for investments purchased
| | | |
2,494
| | | | |
6,255
| | |
Long term debt
| | | |
250,202
| | | | |
250,575
| | |
Other liabilities
| | | |
70,964
| | | | |
54,059
| | |
Liabilities of discontinued operations
| | |
|
393,814
|
| | |
|
472,957
|
| | Total liabilities | | |
|
1,737,366
|
| | |
|
1,971,963
|
| | | | | | | | |
| | EQUITY | | | | | | | | | |
Common voting shares, 300,000,000 authorized, $0.01 par value,
issued (2012 - 84,464,259; 2011 - 84,464,259) and outstanding (2012
- 71,058,922; 2011 - 70,167,142)
| | | |
845
| | | | |
845
| | |
Common shares held in treasury, at cost (2012 - 13,405,337; 2011 -
14,297,117)
| | | |
(150,202
|
)
| | | |
(160,448
|
)
| |
Additional paid-in capital
| | | |
857,714
| | | | |
872,819
| | |
Accumulated other comprehensive loss
| | | |
(12,788
|
)
| | | |
(12,584
|
)
| |
Retained earnings
| | |
|
141,091
|
| | |
|
88,416
|
| | Total Flagstone shareholders' equity | | | |
836,660
| | | | |
789,048
| | | Noncontrolling interest in subsidiaries | | |
|
-
|
| | |
|
17,485
|
| | Total equity | | |
|
836,660
|
| | |
|
806,533
|
| | Total liabilities and equity | | | $ | 2,574,026 |
| | | $ | 2,778,496 |
| | | | | | | | | | |
| | | | | | | | | | |
|
| Unaudited Consolidated Condensed Statements of Operations and
Comprehensive Income (Loss) | | For the three and six months ended June 30, 2012 and 2011 |
(Expressed in thousands of U.S. dollars, except share and per
share data)
| |
|
| |
| | | | | For the three months ended June 30, | | For the six months ended June 30, | | | | 2012 |
| 2011 | | 2012 |
| 2011 | | | | | | | | | | | | | |
| | REVENUES | | | | | | | | | | | | | | |
Gross premiums written
| | |
$
|
171,150
| | |
$
|
264,128
| | |
$
|
341,378
| | |
$
|
616,803
| | |
Premiums ceded
| | |
|
(6,285
|
)
| |
|
(44,409
|
)
| |
|
(91,184
|
)
| |
|
(163,159
|
)
| |
Net premiums written
| | | |
164,865
| | | |
219,719
| | | |
250,194
| | | |
453,644
| | |
Change in net unearned premiums
| | |
|
(62,366
|
)
| |
|
(101,099
|
)
| |
|
(33,950
|
)
| |
|
(133,971
|
)
| |
Net premiums earned
| | | |
102,499
| | | |
118,620
| | | |
216,244
| | | |
319,673
| | |
Net investment income
| | | |
3,866
| | | |
12,300
| | | |
8,933
| | | |
21,498
| | |
Net realized and unrealized gains (losses) - investments
| | | |
5,365
| | | |
(7,905
|
)
| | |
23,468
| | | |
2,866
| | |
Net realized and unrealized (losses) gains - other
| | | |
(4,990
|
)
| | |
13,986
| | | |
1,393
| | | |
13,296
| | |
Other income
| | |
|
1,546
|
| |
|
1,554
|
| |
|
4,357
|
| |
|
2,686
|
| |
Total revenues
| | |
|
108,286
|
| |
|
138,555
|
| |
|
254,395
|
| |
|
360,019
|
| | | | | | | | | | | | | |
| | EXPENSES | | | | | | | | | | | | | | |
Loss and loss adjustment expenses
| | | |
55,483
| | | |
96,490
| | | |
121,932
| | | |
399,489
| | |
Acquisition costs
| | | |
22,113
| | | |
25,613
| | | |
44,766
| | | |
63,684
| | |
General and administrative expenses
| | | |
18,822
| | | |
19,744
| | | |
40,682
| | | |
35,819
| | |
Interest expense
| | | |
2,965
| | | |
2,892
| | | |
5,923
| | | |
5,742
| | |
Net foreign exchange (gains) losses
| | |
|
(3,354
|
)
| |
|
27,445
|
| |
|
877
|
| |
|
37,048
|
| |
Total expenses
| | |
|
96,029
|
| |
|
172,184
|
| |
|
214,180
|
| |
|
541,782
|
| |
Income (loss) from continuing operations before income taxes and
interest in earnings of equity investments
| | | |
12,257
| | | |
(33,629
|
)
| | |
40,215
| | | |
(181,763
|
)
| |
(Provision) recovery for income tax
| | | |
(185
|
)
| | |
827
| | | |
(313
|
)
| | |
1,073
| | |
Interest in earnings of equity investments
| | |
|
270
|
| |
|
(171
|
)
| |
|
288
|
| |
|
(456
|
)
| |
Income (loss) from continuing operations
| | | |
12,342
| | | |
(32,973
|
)
| | |
40,190
| | | |
(181,146
|
)
| |
Income from discontinued operations, net of taxes
| | |
|
1,148
|
| |
|
13,960
|
| |
|
13,620
|
| |
|
1,737
|
| |
Net income (loss)
| | | |
13,490
| | | |
(19,013
|
)
| | |
53,810
| | | |
(179,409
|
)
| |
Less: Income attributable to noncontrolling interest
| | |
|
-
|
| |
|
(1,197
|
)
| |
|
(1,135
|
)
| |
|
(2,021
|
)
| | NET INCOME (LOSS) ATTRIBUTABLE TO FLAGSTONE | | |
$
|
13,490
|
| |
$
|
(20,210
|
)
| |
$
|
52,675
|
| |
$
|
(181,430
|
)
| | | | | | | | | | | | | |
| |
Net income (loss)
| | |
$
|
13,490
| | |
$
|
(19,013
|
)
| |
$
|
53,810
| | |
$
|
(179,409
|
)
| |
Change in currency translation adjustment
| | | |
(4,669
|
)
| | |
873
| | | |
(132
|
)
| | |
3,750
| | |
Change in defined benefit pension plan obligation
| | |
|
136
|
| |
|
(158
|
)
| |
|
(72
|
)
| |
|
(158
|
)
| |
Comprehensive income (loss)
| | | |
8,957
| | | |
(18,298
|
)
| | |
53,606
| | | |
(175,817
|
)
| |
Less: Comprehensive income attributable to noncontrolling interest
| | |
|
-
|
| |
|
(1,197
|
)
| |
|
(1,135
|
)
| |
|
(2,021
|
)
| | COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO FLAGSTONE | | |
$
|
8,957
|
| |
$
|
(19,495
|
)
| |
$
|
52,471
|
| |
$
|
(177,838
|
)
| | | | | | | | | | | | | |
| |
Weighted average common shares outstanding—Basic
| | |
|
71,352,487
|
| |
|
70,380,852
|
| |
|
71,015,712
|
| |
|
69,869,195
|
| |
Weighted average common shares outstanding—Diluted
| | |
|
71,763,904
|
| |
|
70,380,852
|
| |
|
71,572,129
|
| |
|
69,869,195
|
| |
Income (loss) from continuing operations per common share—Basic
| | |
$
|
0.17
|
| |
$
|
(0.49
|
)
| |
$
|
0.55
|
| |
$
|
(2.62
|
)
| |
Income from discontinued operations per common share—Basic
| | |
$
|
0.02
|
| |
$
|
0.20
|
| |
$
|
0.19
|
| |
$
|
0.02
|
| | Net income (loss) attributable to Flagstone per common share—Basic | | | $ | 0.19 |
| | $ | (0.29 | ) | | $ | 0.74 |
| | $ | (2.60 | ) | |
Income (loss) from continuing operations per common share—Diluted
| | |
$
|
0.17
|
| |
$
|
(0.49
|
)
| |
$
|
0.55
|
| |
$
|
(2.62
|
)
| |
Income from discontinued operations per common share—Diluted
| | |
$
|
0.02
|
| |
$
|
0.20
|
| |
$
|
0.19
|
| |
$
|
0.02
|
| | Net income (loss) attributable to Flagstone per common
share—Diluted | | | $ | 0.19 |
| | $ | (0.29 | ) | | $ | 0.74 |
| | $ | (2.60 | ) | |
Distributions declared per common share
| | |
$
|
0.04
|
| |
$
|
0.04
|
| |
$
|
0.08
|
| |
$
|
0.08
|
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
|
Cautionary Statement Regarding Forward-Looking Statements
This report may contain, and the Company may from time to time make,
written or oral “forward-looking statements” within the meaning of the
U.S. Federal securities laws, which are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. All
forward-looking statements rely on a number of assumptions concerning
future events and are subject to a number of uncertainties and other
factors, many of which are outside the Company’s control, that could
cause actual results to differ materially from such statements. In
particular, statements using words such as “may”, “should”, “estimate”,
“expect”, “anticipate”, “intend”, “believe”, “predict”, “potential”, or
words of similar import generally involve forward-looking statements.
Important events and uncertainties that could cause the actual results
to differ include, but are not necessarily limited to: the ongoing
impact on our business of our net loss in 2011 and our inability to
continue our return to profitability in a timely manner, if at all; the
failure to consummate the divestiture of our former Lloyd’s reportable
segment described above and the timing of the Lloyd’s divestiture; the
amount of costs, fees, expenses, indemnification obligations, purchase
price adjustments and charges related to the divestitures and
realignment initiatives described above; the possibility that the
benefits anticipated from the divestitures and realignment initiatives
described above will not be fully realized, or the timing thereof; the
failure to successfully implement the Company’s business strategy
despite the completion of the divestitures and realignment initiatives
described above; cancellation of our reinsurance contracts by cedents;
market conditions affecting our common share price; the possibility that
pricing changes in our industry may make it difficult or impossible for
us to effectively compete or produce attractive returns; the possibility
of severe or unanticipated losses from natural or man-made catastrophes;
the effectiveness of our loss limitation methods; our dependence on
principal employees; the cyclical nature of the insurance and
reinsurance business; the levels of new and renewal business achieved
and the premium environment; opportunities to increase writings in our
core property and specialty reinsurance and insurance lines of business
and in specific areas of the casualty reinsurance market; the
sensitivity of our business to financial strength ratings established by
independent rating agencies; the impact of our financial strength
ratings and the consequences to our business of our sustained negative
outlook or any downgrade; our ability to raise capital on favorable
terms or at all; the estimates reported by cedents and brokers on
pro-rata contracts and certain excess of loss contracts in which the
deposit premium is not specified; the inherent uncertainties of
establishing reserves for loss and loss adjustment expenses, and our
reliance on industry loss estimates and those generated by modeling
techniques; unanticipated adjustments to premium estimates; changes in
the availability, cost or quality of reinsurance or retrocessional
coverage; our exposure to many different counterparties in the financial
service industry, and the related credit risk of counterparty default;
changes in general economic conditions; changes in governmental
regulation or tax laws in the jurisdictions where we conduct business;
our need for financial flexibility to maintain our current level of
business; the amount and timing of reinsurance recoverables and
reimbursements we actually receive from our reinsurers; the overall
level of competition, and the related demand and supply and premium
dynamics in our markets relating to growing capital levels in the
insurance and reinsurance industries; the investment environment,
declining demand due to increased retentions by cedents and other
factors; our ability to continue to implement our expense reduction
initiatives; the impact of Eurozone instability and terrorist activities
on the economy; and rating agency policies and practices, particularly
related to the duration a company may remain on negative outlook without
further rating action.
On March 20, 2011, Moody’s Investors Service placed the financial
strength rating of the Company and its principal subsidiary, Flagstone
Suisse, under review. On July 29, 2011, Moody’s Investor Services
indicated that they have decided to extend their review for possible
downgrade in order to continue to evaluate the steps taken by the
Company to reduce risk and the extent of further planned changes. On
December 19, 2011, Moody’s Investor Services confirmed Flagstone
Suisse’s financial strength rating of A3, confirmed that the outlook is
negative and removed the ratings from under review. On March 31, 2011,
Fitch Ratings re-affirmed the A- insurer financial strength of Flagstone
Suisse and revised its outlook to negative. On March 1, 2012, Fitch
Ratings placed the financial strength ratings of the Company’s and its
subsidiaries on rating watch negative following Fitch’s normal periodic
review. Fitch noted that the Company suffered a high level of
underwriting losses in 2011 that led to a steep decline in shareholders’
equity (30%) that was significantly greater than comparably rated peers.
Fitch’s concern was further heightened by the Company’s modest size
which presents the possibility that further capital erosion could
compromise the Company’s competitive viability. Fitch anticipates
resolving the rating watch in the second half of 2012 when the outcome
of steps that the Company has taken, or is expected to take in the near
term, to improve its financial profile and operating performance, will
become more evident. Upon resolution of the rating watch, Fitch’s
expectation is that the Company’s ratings will either be downgraded one
notch or affirmed at their current levels. On April 12, 2011, A.M. Best
Co. re-affirmed the A- financial strength rating of Flagstone Suisse and
revised its outlook to negative. On October 24, 2011, A.M. Best Co.
commented that the Company’s financial strength rating of A- (Excellent)
is unchanged following the restructuring announcement and also noted
that the outlook for the Company’s financial strength rating remains
negative. On April 4, 2012, after the Company announced that it had
entered into definitive agreements for the sale of its Lloyd’s business
and Island Heritage, A.M. Best Co. commented that the Company’s
financial strength rating of A- (Excellent) remains unchanged and also
noted that the outlook for the Company’s financial strength rating
remains negative. On May 18, 2012, A.M. Best Co. affirmed the Company’s
financial strength rating of A- (Excellent) and again noted that the
outlook for the Company’s financial strength rating remains negative.
Currently, the majority of Flagstone Suisse reinsurance contracts permit
cancellation if our financial strength rating is downgraded below A- by
A.M. Best Co. Resolution of the negative outlook is dependent on our
ability to generate a reasonable and sustainable level of profitability,
reduce our dependence on retrocessional support, bring our risk appetite
in line with our available capital, continuation of our expense
reduction initiatives and, most importantly, improving our overall
financial flexibility. We are working to successfully address each of
these items. A downgrade or sustained negative outlook by any rating
organization could result in a significant reduction in the number of
reinsurance contracts we write and in a substantial loss of business as
our customers, and brokers that place such business, move to other
competitors with higher financial strength ratings, as well as resulting
in negative consequences for our results of operations, cash flows,
competitive position and business prospects. Although we regularly
provide financial and other information to rating agencies to both
maintain and enhance existing financial strength ratings, we cannot
assure that our financial strength ratings will not remain on negative
outlook or be downgraded in the future by any of these agencies.
We seek to maintain a prudent amount of capital for our business and
maintain our overall financial flexibility. When assessing our financial
position and potential capital needs, we consider, among other things,
the low investment returns environment, our recent and potential net
exposure to losses associated with catastrophic events, the amount of
and changes in our reserves, underwriting opportunities and market
conditions. We may decide to raise additional capital in the future to
continue and/or invest in our existing businesses or write new business,
although any such decision will be dependent on then-existing market and
other conditions.
These and other events that could cause actual results to differ are
discussed in more detail from time to time in our filings with the SEC.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by U.S. Federal
securities laws. Readers are cautioned not to place undue reliance on
these forward-looking statements, which are subject to significant
uncertainties and speak only as of the date on which they are made.
Non-GAAP Financial Measures
In addition to the U.S. GAAP financial measures set forth in this Press
Release, we have presented “basic book value per common share”, “diluted
book value per common share” and “operating income”, which are non-GAAP
financial measures. Management uses growth in diluted book value per
common share as a prime measure of the value the Company is generating
for its common shareholders, as management believes that growth in the
Company’s diluted book value per common share ultimately translates into
growth in the Company’s stock price.
Basic book value per common share is defined as total Flagstone
shareholders’ equity divided by the number of common shares outstanding
at the end of the period plus vested restricted share units, giving no
effect to dilutive securities. Diluted book value per common share is
defined as total Flagstone shareholders’ equity divided by the number of
common shares and common share equivalents outstanding at the end of the
period including all potentially dilutive securities such as the
warrant, performance share units (“PSUs”) and restricted share units
(“RSUs”). When the effect of securities would be anti-dilutive, these
securities are excluded from the calculation of diluted book value per
common share. A warrant was anti-dilutive and was excluded from the
calculation of diluted book value per common share as at June 30, 2012
and December 31, 2011.
Operating income is defined as income (loss) from continuing operations
adjusted for net realized and unrealized (losses) gains – investments,
net realized and unrealized (losses) gains – other, net foreign exchange
(gains) losses, and non-recurring items.
While we believe that these non-GAAP financial measures provide useful
supplemental information to investors, there are limitations associated
with the use of these non-GAAP financial measures. Basic book value per
common share does not reflect the number of common shares that may be
issued upon vesting or exercise of dilutive securities. On the other
hand, by giving effect to dilutive securities, diluted book value per
common share takes into account common share equivalents and not just
the number of common shares actually outstanding. These non-GAAP
financial measures are not prepared in accordance with GAAP, are not
based on any comprehensive set of accounting rules or principles, are
not reported by all of our competitors and may not be directly
comparable to similarly titled measures of our competitors due to
potential differences in the exact method of calculation. In light of
these limitations, we use these non-GAAP financial measures only as
supplements to GAAP financial measures and provide a reconciliation of
the non-GAAP financial measures to their most comparable GAAP financial
measures.
| Book Value Per Common Share (unaudited) | | As at June 30, 2012 and December 31, 2011 |
(Expressed in thousands of U.S. dollars, except share and per
share data)
| |
| | | | As at | | | June 30, 2012 |
|
| December 31, 2011 | | | | | | | |
| | |
| | | | | | | |
| |
Flagstone shareholders' equity
| |
$
|
836,660
| | |
$
|
789,048
| |
Potential net proceeds from assumed:
| | | | | | | | |
Exercise of PSU (1) | | |
-
| | | |
-
| |
Exercise of RSU (1) | | |
-
| | | |
-
| |
Conversion of warrant (2) | |
|
-
| | |
|
-
| |
Diluted Flagstone shareholders' equity
| |
$
|
836,660
| | |
$
|
789,048
| | | | | | | |
| | | | | | | |
| |
Cumulative distributions paid per outstanding common share
| |
$
|
0.80
| | |
$
|
0.72
| | | | | | | |
| |
Common shares outstanding - end of period
| | |
71,058,922
| | | |
70,167,142
| |
Vested RSUs
| |
|
293,565
| | |
|
233,709
| |
Total common shares outstanding - end of period
| | |
71,352,487
| | | |
70,400,851
| | | | | | | |
| |
Potential shares to be issued:
| | | | | | | | |
PSUs expected to vest
| | |
1,010,800
| | | |
1,676,125
| |
RSUs outstanding
| | |
250,950
| | | |
290,470
| |
Conversion of warrant (2) | |
|
-
| | |
|
-
| |
Common shares outstanding - diluted
| |
|
72,614,237
| | |
|
72,367,446
| | | | | | | |
| | | | | | | |
| |
Basic book value per common share
| |
$
|
11.73
| | |
$
|
11.21
| | | | | | | |
| |
Diluted book value per common share
| |
$
|
11.52
| | |
$
|
10.90
| | | | | | | |
| |
Basic book value per common share plus accumulated distributions
| |
$
|
12.53
| | |
$
|
11.93
| | | | | | | |
| |
Diluted book value per common share plus accumulated distributions
| |
$
|
12.32
| | |
$
|
11.62
| | | | | | | |
| | | | | | | |
| |
Distributions per common share paid during the period
| |
$
|
0.08
| | |
$
|
0.16
| | | | | | | |
| | (1)No proceeds due when exercised
| | | | | | | | | (2)Below strike price - not dilutive
| | | | | | | | | | | | | | |
| | | | | | | |
|
| Operating Income (Loss) (unaudited) | | For the three and six months ended June 30, 2012 and 2011 |
(Expressed in thousands of U.S. dollars, except percentages)
| |
| |
| | | | For the three months ended June 30, | | For the six months ended June 30, | | | 2012 |
| 2011 | | 2012 |
| 2011 | | | | | | | | | | | | | | | | |
| |
Income (loss) from continuing operations
| |
$
|
12,342
| | | |
$
|
(32,973
|
)
| | |
$
|
40,190
| | | |
$
|
(181,146
|
)
| | | | | | | | | | | | | | | | | |
| | Adjustments for: | | | | | | | | | | | | | | | | | |
Net realized and unrealized (gains) losses - investments
| | |
(5,365
|
)
| | | |
7,905
| | | | |
(23,468
|
)
| | | |
(2,866
|
)
| | |
Net realized and unrealized losses (gains) - other
| | |
4,990
| | | | |
(13,986
|
)
| | | |
(1,393
|
)
| | | |
(13,296
|
)
| | |
Net foreign exchange (gains) losses
| |
|
(3,354
|
)
|
| |
|
27,445
|
|
| |
|
877
|
|
| |
|
37,048
|
|
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Net operating income (loss) | | $ | 8,613 |
|
| | $ | (11,609 | ) |
| | $ | 16,206 |
|
| | $ | (160,260 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Average Flagstone shareholders' equity | | $ | 832,988 |
|
| | $ | 957,849 |
|
| | $ | 812,854 |
|
| | $ | 1,040,819 |
|
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Annualized net operating return on average Flagstone
shareholders' equity | |
|
4.1
|
|
%
| |
|
(4.8
|
)
|
%
| |
|
4.0
|
|
%
| |
|
(30.8
|
)
|
%
|

Flagstone Reinsurance Holdings, S.A. Brenton Slade, +352 2 735 1515 bslade@flagstonere.com Source: Flagstone Reinsurance Holdings, S.A. | Copyright: | Copyright Business Wire 2012 | | Wordcount: | 6052 |
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