-
GAAP net income was $106.8 million, primarily reflecting positive
changes in the fair value of Primus Financial’s credit swap portfolio
-
Economic Results was a loss of $(6.1) million, chiefly comprising
credit swap premium revenue of $22.5 million, credit losses of $25.0
million, a gain on the purchase of the Company’s debt of $5.8 million
and operating expenses of $8.1 million
-
At March 31, 2009, Economic Results book value was $7.94 per share
and future premiums on the Primus Financial portfolio were in excess
of $250 million
Primus Guaranty, Ltd. (“Primus Guaranty” or “the Company”) (NYSE:PRS), a
provider of credit protection, announced today GAAP net income of $106.8
million, or $2.61 per diluted share, for the first quarter of 2009,
compared with a GAAP net loss of $(670.1) million, or $(14.85) per
diluted share, for the first quarter of 2008.
Economic Results
In managing its business and assessing its growth and profitability
from a strategic and financial planning perspective, the Company
believes it is appropriate to consider both its U.S. GAAP financial
results as well as the impact on those results of fair value accounting
and the early termination of credit default swaps (“CDS” or “credit
swaps”). Therefore, the Company evaluates what its Economic
Results would have been if it excluded from revenue the amounts of any
unrealized gains and losses on Primus Financial Products, LLC (“Primus
Financial”)’s portfolio of credit swaps sold, any realized gains
from terminations of credit swaps sold prior to maturity (although
Primus Financial amortizes those gains over the remaining original lives
of the terminated contracts, except for credit swaps undertaken to
offset credit risk) and includes provisions for credit events caused by
downgrades below CCC/Caa2 (S&P/Moody's) on CDS on asset-backed
securities (“ABS”). The Company believes that quarterly fluctuations in
the fair market value of the CDS portfolio have little or no effect on
the Company's operations and that Economic Results provide a useful,
alternative view of the Company’s performance.
For the first quarter of 2009, Economic Results was a loss of $(6.1)
million, or $(0.15) per diluted share, compared with an Economic Results
of $22.1 million, or $0.49 per diluted share, for the first quarter of
2008. Economic Results were primarily driven by credit losses of $25.0
million and operating expenses of $8.1 million, which were partially
offset by credit swap premium revenue of $22.5 million and a gain on the
purchase of the Company’s debt of $5.8 million.
"Although we incurred a loss in Economic Results, Primus Financial's
credit protection portfolio performed well given the difficult economic
and credit market conditions in the first quarter," said Thomas W.
Jasper, Chief Executive Officer, Primus Guaranty, Ltd.. "During the
quarter, we remained focused on executing our 2009 business priorities
and business development plans. We are encouraged by recent signs of
stabilization and improvement in the credit markets."
First Quarter Revenue
Economic Results revenue for the first quarter 2009 was $5.8 million,
compared with $38.8 million in the first quarter of 2008.
Primus Financial’s credit swap premium income for the first quarter of
2009 was $22.5 million, compared with $27.3 million in the first quarter
of 2008. Premium income associated with Primus Financial’s credit swap
transactions with Lehman Brothers Special Financing Inc. (“LBSF”), a
counterparty which has filed for bankruptcy, has been excluded from the
first quarter of 2009, as it has been since the third quarter of 2008.
During the first quarter of 2009, Economic Results revenue included
credit losses of $25.0 million, which comprised $9.9 million on one
single name corporate credit event and provisions of $15.1 million
related to credit events on CDS on ABS. Credit losses for the first
quarter of 2008 were $191 thousand, which comprise $189 thousand of
provisions on CDS on ABS and credit mitigation costs of $2 thousand.
Asset management fees in the first quarter of 2009 from three corporate
investment grade synthetic Collateralized Swap Obligations (CSOs) and
two Collateralized Loan Obligations (CLOs) were $419 thousand, compared
with $1.1 million in the first quarter of 2008. The decline in fee
income is attributable to the reduction in subordinated fees from the
two CLOs, as the fees have been deferred pending the cure of certain
tests within the CLOs. The Company also recorded an impairment charge of
$609 thousand on its investment in the subordinated notes of one of the
CLOs it manages.
Interest income for the first quarter of 2009 was $2.4 million, compared
with $9.2 million for the first quarter of 2008. The decrease was
primarily the result of a decline in short-term interest rates and lower
investment balances. The average yield in the first quarter of 2009
decreased to 1.27%, from 4.28% in the same quarter of 2008. Average
investment balances were $750.5 million for the first quarter of 2009,
compared with $860.2 million for the first quarter of 2008. The decrease
in investment balances was principally attributable to payments made as
a result of credit events during second half of 2008.
GAAP net revenue for the first quarter of 2009 was $118.7 million,
compared with $(653.4) million for the first quarter of 2008. The
increase in GAAP net revenue was primarily the result of a net
unrealized mark-to-market gain of $122.9 million on Primus Financial’s
credit swap portfolio during the first quarter of 2009, compared with a
net unrealized mark-to-market loss of $(686.8) million in the first
quarter of 2008.
First Quarter Operating and Financing Expenses
The Company’s operating expenses, excluding financing costs, were $8.1
million in the first quarter of 2009, compared with $10.0 million in the
first quarter of 2008. The decrease in expenses was mainly attributable
to a reduction in accrued incentive compensation. First quarter 2009
expenses included approximately $1.0 million related to an accrual for
severance-related costs.
Financing costs, which include debt interest expense and distributions
on preferred securities, were $3.7 million for the first quarter of
2009, compared with $6.7 million for the first quarter of 2008. The
decrease in financing costs was primarily attributable to lower London
Interbank Offered Rate (“LIBOR”). The blended average financing rates on
the Company’s debt and preferred securities was 3.67% in the first
quarter of 2009, compared with 6.30% in the first quarter of 2008. The
average balance of debt and preferred securities outstanding during the
first quarter of 2009 was $404.1 million, compared with $425.0 million
outstanding during the first quarter of 2008.
During the first quarter of 2009, the Company paid $4.3 million to
retire $10.5 million in face value of its original $125 million 7%
senior notes, resulting in a net realized gain of $5.8 million. Since
the inception of the debt purchase program in 2008, the Company has paid
$9.4 million to retire $25.7 million in face value of its $125 million
7% senior notes through March 31, 2009.
Balance Sheet
At March 31, 2009, total assets, on a GAAP basis, were $773.0 million,
compared with $794.2 million at December 31, 2008.
At March 31, 2009, GAAP shareholders' deficit was $(1.7) billion,
compared with $(1.8) billion at December 31, 2008.
Economic Results shareholders’ equity was $322.7 million at March 31,
2009, compared with $329.3 million at December 31, 2008. Economic
Results book value per share issued and outstanding was $7.94 at March
31, 2009, compared with $8.07 at December 31, 2008.
Total cash, cash equivalents and available-for-sale investments at March
31, 2009 was $747.4 million, of which $682.0 million was held at Primus
Financial.
Net unrealized losses on credit swaps, at fair value on Primus
Financial’s portfolio, were $2.1 billion at March 31, 2009, compared
with $2.2 billion at December 31, 2008. The consideration of Primus
Financial’s nonperformance risk, as required by Statement of Financial
Accounting Standards No. 157, Fair Value Measurements, resulted
in a reduction to the fair value of Primus Financial’s credit swap
liabilities of $1.2 billion and $1.3 billion at March 31, 2009 and
December 31, 2008, respectively in the condensed consolidated statements
of financial condition.
Credit Swap Portfolio - Primus Financial
At March 31, 2009, the notional principal of Primus Financial’s credit
swap portfolio totaled $21.5 billion, comprising $16.5 billion of single
name credit swaps, $5.0 billion of bespoke tranches and $43 million of
CDS on ABS. At December 31, 2008, Primus Financial’s portfolio of credit
swaps sold totaled $22.5 billion. At March 31, 2009, the portfolio had a
weighted average premium of 43.1 basis points, a weighted average credit
rating of A/Baa2, and an average remaining tenor of 2.86 years. Weighted
average original premiums noted in this press release exclude Primus
Financial’s credit swap transactions with LBSF, which declared
bankruptcy following the end of the third quarter of 2008. Primus
Financial did not transact any new single name, tranche or CDS on ABS
credit swap transactions in the first quarter of 2009.
Share Buyback Program
During the first quarter of 2009, the Company purchased and retired
approximately 700 thousand shares of its common equity at a cost of
approximately $1.1 million. Since the buyback program’s inception in
2008, the Company has purchased 5.2 million shares of its common equity
at a cost of approximately $4.4 million through March 31, 2009.
Subsequent Events
On April 6, 2009, Primus Financial purchased $21.9 million principal
amount of its $75 million subordinated deferrable interest notes due
2034 in a privately negotiated transaction. Primus Financial purchased
such notes for $7.0 million in cash. The transaction is expected to
result in a net realized gain on retirement of long-term debt of
approximately $14.6 million in the second quarter of 2009.
On April 27, 2009, Primus Financial purchased $22.7 million principal
amount of its $125 million subordinated deferrable interest notes due
2021 in a privately negotiated transaction. Primus Financial purchased
such notes for $5.7 million in cash. The transaction is expected to
result in a net realized gain on retirement of long-tem debt of
approximately $16.7 million in the second quarter of 2009.
Earnings Conference Call
Primus Guaranty will host a conference call on Wednesday, May 6, 2009,
at 11 a.m., Eastern Time, to discuss its first quarter 2009 financial
results. A copy this press release and financial supplement will be
available in the Investor Relations section of the Company’s Web site,
located at www.primusguaranty.com.
The conference call will be available via live or archived webcast at http://ir.primusguaranty.com/
or by dialing 866.314.9013 (domestic)/617.213.8053 (international),
Passcode 93726480.
A replay of the call will be available from Wednesday, May 6, 2009, at 1
p.m., Eastern Time, until Wednesday, May 27, 2009, at 5 p.m., Eastern
Time. To listen to the replay, dial 888.286.8010 (domestic) or 617.801.6888
(international), Passcode 51004472.
Supplemental financial information, including additional credit swap
portfolio and historical data, will be available on the Company’s Web
site www.primusguaranty.com
under “Investor Relations-Webcasts”.
About Primus Guaranty
Primus Guaranty, Ltd. is a Bermuda company, with two principal operating
subsidiaries, Primus Financial Products, LLC and Primus Asset
Management, Inc. Primus Financial Products provides protection against
the risk of default on corporate, sovereign and asset-backed security
obligations through the sale of credit swaps to dealers and banks.
Primus Asset Management provides credit portfolio management services to
Primus Financial Products, and manages private investment vehicles,
including two CLOs and three CSOs for third parties.
Safe Harbor Statement
Some of the statements included in this press release and other
statements Primus Guaranty may make, particularly those anticipating
future financial performance, business prospects, growth and operating
strategies, market performance, valuations and similar matters, are
forward-looking statements that involve a number of assumptions, risks
and uncertainties, which change over time. For those statements,
Primus Guaranty claims the protection of the safe harbor for
forward-looking statements contained in the U.S. Private Securities
Litigation Reform Act of 1995. Any such statements speak only as
of the date they are made, and Primus Guaranty assumes no duty to, and
does not undertake to, update any forward-looking statements. Actual
results could differ materially from those anticipated in
forward-looking statements, and future results could differ materially
from historical performance. For a discussion of the factors that
could affect the Company's actual results please refer to the risk
factors identified from time to time in the Company's SEC reports,
including, but not limited to, Primus Guaranty's Annual Report on Form
10-K, as filed with the U.S. Securities and Exchange Commission.
|
Primus Guaranty, Ltd.
Condensed Consolidated Statements of Financial Condition
(in thousands except share amounts)
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
|
(unaudited)
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
519,461
|
|
|
$
|
280,912
|
|
|
Available-for-sale investments
|
|
|
227,956
|
|
|
|
482,930
|
|
|
Trading account assets
|
|
|
3,830
|
|
|
|
3,940
|
|
|
Accrued interest receivable
|
|
|
1,418
|
|
|
|
3,704
|
|
|
Accrued premiums and receivables on credit swaps
|
|
|
3,118
|
|
|
|
2,764
|
|
|
Fixed assets and software costs, net
|
|
|
3,050
|
|
|
|
3,308
|
|
|
Debt issuance costs, net
|
|
|
5,737
|
|
|
|
6,153
|
|
|
Other assets
|
|
|
8,472
|
|
|
|
10,520
|
|
|
Total assets
|
|
$
|
773,042
|
|
|
$
|
794,231
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
2,911
|
|
|
$
|
1,737
|
|
|
Accrued compensation
|
|
|
450
|
|
|
|
1,768
|
|
|
Interest payable
|
|
|
389
|
|
|
|
535
|
|
|
Unrealized loss on credit swaps, at fair value
|
|
|
2,050,571
|
|
|
|
2,173,461
|
|
|
Payable for credit events
|
|
|
12,716
|
|
|
|
3,186
|
|
|
Long-term debt
|
|
|
305,972
|
|
|
|
317,535
|
|
|
Other liabilities
|
|
|
563
|
|
|
|
444
|
|
|
Total liabilities
|
|
|
2,373,572
|
|
|
|
2,498,666
|
|
|
|
|
|
|
|
|
|
|
Preferred securities of subsidiary
|
|
|
98,521
|
|
|
|
98,521
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
Shareholders’ equity (deficit)
|
|
|
|
|
|
|
|
Common shares, $0.08 par value, 62,500,000 shares authorized,
40,655,613 and 40,781,538 shares issued and outstanding at March 31,
2009 and December 31, 2008
|
|
|
3,252
|
|
|
|
3,263
|
|
|
Additional paid-in capital
|
|
|
281,176
|
|
|
|
281,596
|
|
|
Accumulated other comprehensive income (loss)
|
|
|
(1,564
|
)
|
|
|
908
|
|
|
Retained earnings (deficit)
|
|
|
(1,981,915
|
)
|
|
|
(2,088,723
|
)
|
|
Total shareholders’ equity (deficit)
|
|
|
(1,699,051
|
)
|
|
|
(1,802,956
|
)
|
|
Total liabilities, preferred securities of subsidiary and
shareholders’ equity (deficit)
|
|
$
|
773,042
|
|
|
$
|
794,231
|
|
|
Primus Guaranty, Ltd.
Condensed Consolidated Statements of Operations
(in thousands except per share amounts)
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
|
(unaudited)
|
|
Revenues
|
|
|
|
|
|
|
|
Net credit swap revenue (loss)
|
|
$
|
110,881
|
|
|
$
|
(663,615
|
)
|
|
Asset management and advisory fees
|
|
|
419
|
|
|
|
1,090
|
|
|
Interest income
|
|
|
2,373
|
|
|
|
9,194
|
|
|
Gain on retirement of long-term debt
|
|
|
5,759
|
|
|
|
-
|
|
|
Impairment loss on available-for-sale investments
|
|
|
(609
|
)
|
|
|
-
|
|
|
Other
|
|
|
(76
|
)
|
|
|
(25
|
)
|
|
Total net revenues (losses)
|
|
|
118,747
|
|
|
|
(653,356
|
)
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
Compensation and employee benefits
|
|
|
4,715
|
|
|
|
6,191
|
|
|
Professional and legal fees
|
|
|
1,421
|
|
|
|
1,023
|
|
|
Depreciation and amortization
|
|
|
258
|
|
|
|
329
|
|
|
Technology and data
|
|
|
818
|
|
|
|
1,111
|
|
|
Interest expense
|
|
|
2,758
|
|
|
|
4,891
|
|
|
Other
|
|
|
883
|
|
|
|
1,323
|
|
|
Total expenses
|
|
|
10,853
|
|
|
|
14,868
|
|
|
Distributions on preferred securities of subsidiary
|
|
|
944
|
|
|
|
1,805
|
|
|
Income (loss) before provision for income taxes
|
|
|
106,950
|
|
|
|
(670,029
|
)
|
|
Provision for income taxes
|
|
|
142
|
|
|
|
49
|
|
|
Net income (loss) available to common shares
|
|
$
|
106,808
|
|
|
$
|
(670,078
|
)
|
|
|
|
|
|
|
|
|
|
Income (loss) per common share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
2.61
|
|
|
$
|
(14.85
|
)
|
|
Diluted
|
|
$
|
2.61
|
|
|
$
|
(14.85
|
)
|
|
Average common shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
|
|
40,861
|
|
|
|
45,108
|
|
|
Diluted
|
|
|
40,888
|
|
|
|
45,108
|
|
|
Primus Guaranty, Ltd.
Regulation G and Other Disclosure
Economic Results
March 31, 2009
(Unaudited)
|
|
|
|
In managing its business and assessing its growth and
profitability from a strategic and financial planning perspective,
the Company believes it is appropriate to consider both its U.S.
GAAP financial results as well as the impact on those results of
fair value accounting and the early termination of credit default
swaps (“CDS” or “credit swaps”). Therefore, the Company evaluates
what its Economic Results would have been if it excluded from
revenue the amounts of any unrealized gains and losses on Primus
Financial Products, LLC (“Primus Financial”)’s portfolio of credit
swaps sold, any realized gains from terminations of credit swaps
sold prior to maturity (although Primus Financial amortizes those
gains over the remaining original lives of the terminated
contracts, except for credit swaps undertaken to offset credit
risk) and includes provisions for credit events caused by
downgrades below CCC/Caa2 (S&P/Moody's) on CDS on asset-backed
securities (“ABS”). The Company believes that quarterly
fluctuations in the fair market value of the CDS portfolio have
little or no effect on the Company's operations and that Economic
Results provide a useful, alternative view of the Company’s
performance.
|
|
|
|
Economic Results per Diluted Share
|
|
|
|
|
|
|
|
(in 000's except per share amounts)
|
|
Three Months Ended
March 31,
|
|
|
|
2009
|
|
2008
|
|
GAAP revenue
|
|
$
|
118,747
|
|
|
$
|
(653,356
|
)
|
|
Adjustments:
|
|
|
|
|
|
Less: Change in unrealized fair value of credit swaps sold
|
|
|
(122,890
|
)
|
|
|
686,772
|
|
|
Less: Realized gains from early termination of credit swaps sold
|
|
|
-
|
|
|
|
(24
|
)
|
|
Add: Amortization of realized gains from the early termination of
credit swaps sold
|
|
|
393
|
|
|
|
733
|
|
|
Less: Provision for ABS credit events
|
|
|
(15,054
|
)
|
|
|
(189
|
)
|
|
Add: Reduction in provision for CDS on ABS credit events upon
termination of credit swaps
|
|
|
24,628
|
|
|
|
4,875
|
|
|
|
|
|
-
|
|
|
|
|
Economic Results Revenue
|
|
$
|
5,824
|
|
|
$
|
38,811
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
8,094
|
|
|
|
9,977
|
|
|
Financing costs
|
|
|
3,703
|
|
|
|
6,696
|
|
|
Income tax expense (benefit)
|
|
|
142
|
|
|
|
49
|
|
|
|
|
|
|
|
|
Net Economic Results
|
|
$
|
(6,115
|
)
|
|
$
|
22,089
|
|
|
|
|
|
|
|
|
Economic Results earnings per diluted share
|
|
$
|
(0.15
|
)
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
Economic Results weighted average common shares - diluted
|
|
|
|
|
|
|
|
|
40,861
|
|
|
|
45,116
|
|
|
|
|
|
|
|
|
Economic Results Book Value per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
GAAP Shareholders' Equity
|
|
$
|
(1,699,051
|
)
|
|
$
|
(1,802,956
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
Add: Accumulated other comprehensive loss
|
|
|
1,564
|
|
|
|
(908
|
)
|
|
Less: Unrealized loss on credit swaps sold, fair value
|
|
|
2,050,571
|
|
|
|
2,173,461
|
|
|
Less: Realized gains from early termination of credit swaps sold
|
|
|
(33,574
|
)
|
|
|
(33,574
|
)
|
|
Add: Amortized realized gains from the early termination of credit
swaps sold
|
|
|
31,612
|
|
|
|
31,219
|
|
|
Less: Provision for ABS credit events
|
|
|
(65,263
|
)
|
|
|
(37,992
|
)
|
|
Add: Reduction in provision for CDS on ABS credit events upon
termination of credit swaps
|
|
|
36,844
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Economic Results Shareholders' Equity
|
|
$
|
322,703
|
|
|
$
|
329,250
|
|
|
|
|
|
|
|
|
Economic Results book value per share issued and outstanding
|
|
$
|
7.94
|
|
|
$
|
8.07
|
|
|
|
|
|
|
|
|
GAAP book value per share issued and outstanding
|
|
$
|
(41.79
|
)
|
|
$
|
(44.21
|
)
|
|
|
|
|
|
|
|
Common shares issued and outstanding
|
|
|
40,656
|
|
|
|
40,782
|
|
|
Primus Guaranty, Ltd.
|
|
|
|
|
|
GAAP Net Credit Swap Revenue
|
|
|
|
|
|
March 31, 2009
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Net Credit Swap Revenue
|
|
|
|
|
|
|
|
(in 000's)
|
|
Three Months Ended
March 31,
|
|
|
|
2009
|
|
2008
|
|
Net credit swap revenue components
|
|
|
|
|
|
Credit swaps sold - single name (Primus Financial)
|
|
|
|
|
|
Net premium income
|
|
$
|
17,233
|
|
|
$
|
21,884
|
|
|
Realized gains
|
|
|
-
|
|
|
|
24
|
|
|
Realized losses
|
|
|
(9,850
|
)
|
|
|
(2
|
)
|
|
Change in unrealized gains/(losses)
|
|
|
50,457
|
|
|
|
(342,261
|
)
|
|
Credit swaps sold - tranches (Primus Financial)
|
|
|
-
|
|
|
|
|
Net premium income
|
|
|
5,087
|
|
|
|
5,123
|
|
|
Realized gains
|
|
|
-
|
|
|
|
-
|
|
|
Realized losses
|
|
|
-
|
|
|
|
-
|
|
|
Change in unrealized gains/(losses)
|
|
|
44,707
|
|
|
|
(341,405
|
)
|
|
Credit swaps undertaken to offset credit risk (Primus
Financial)
|
|
|
-
|
|
|
|
|
Net premium income (expense)
|
|
|
12
|
|
|
|
8
|
|
|
Net realized gains (losses)
|
|
|
-
|
|
|
|
4
|
|
|
Change in unrealized gains/(losses)
|
|
|
(9
|
)
|
|
|
364
|
|
|
Credit swaps sold - ABS (Primus Financial)
|
|
|
-
|
|
|
|
|
Net premium income
|
|
|
137
|
|
|
|
280
|
|
|
Realized gains
|
|
|
-
|
|
|
|
-
|
|
|
Realized losses
|
|
|
(24,628
|
)
|
|
|
(4,875
|
)
|
|
Change in unrealized gains/(losses)
|
|
|
27,735
|
|
|
|
(3,471
|
)
|
|
Net credit swaps (PRS Trading/ Harrier)
|
|
|
-
|
|
|
|
712
|
|
|
Net credit swap revenue (loss)
|
|
$
|
110,881
|
|
|
$
|
(663,615
|
)
|

Investor Relations:
Primus Guaranty, Ltd.
Nicole
Stansell, 212-697-1992
investorrelations@primusguaranty.com
or
Media:
Kennedy
& Company
Steven Kennedy, 914-961-2436 ext. 13
steven@kennedycom.com