Operating Income Excluding Acquisition-Related Expenses Increased 11%
to $42.9 Million ($0.46 Per Diluted Share)
Assured Guaranty Ltd. (NYSE:AGO) (“Assured” or “the Company”) today
reported a net loss of $170.0 million ($1.82 per diluted share) for the
quarter ended June 30, 2009 (“second quarter 2009”) as compared to net
income of $545.2 million ($5.96 per diluted share) in second quarter
2008. The $715.2 million decrease in Assured’s second quarter 2009 net
income resulted almost entirely from a $695.8 million change in
after-tax unrealized gain or loss on credit derivatives as compared to
second quarter 2008. Assured reported a $190.2 million after-tax
unrealized loss on credit derivatives in second quarter 2009 as compared
to a $505.6 million after-tax unrealized gain on credit derivatives in
second quarter 2008 primarily due to the narrowing of the Company's own
credit spread, which resulted in wider pricing on credit derivative
transactions. Assured generally holds its contracts written in credit
derivative form to maturity and management expects that the unrealized
gain or loss on a credit derivative will reduce to zero as the exposure
approaches its maturity date, unless there is a payment default on the
exposure or early termination. The Company reported incurred losses on
credit derivatives, which are not included in the unrealized loss or
gain on credit derivatives, of $35.2 million in second quarter 2009, an
increase of $29.6 million from second quarter 2008. The losses in both
periods resulted from credit deterioration on U.S. residential
mortgage-backed securities (“RMBS”) exposures written in credit
derivative form. The Company reported pre-tax loss and loss adjustment
expenses of $38.0 million in second quarter 2009 for exposures written
in financial guaranty contract form, approximately equal to the $38.1
million reported in second quarter 2008; these amounts were also
primarily related to U.S. RMBS exposures.
Second quarter 2009 operating income, a financial measure that is not in
accordance with U.S. Generally Accepted Accounting Principles (“non-GAAP
financial measure”), was $27.3 million ($0.29 per diluted share), an
$11.4 million or 29% decrease from the Company’s second quarter 2008
operating income of $38.7 million ($0.42 per diluted share), that was in
large part due to expenses related to the acquisition of Financial
Security Assurance Holdings Ltd. (“FSAH”) and, as previously mentioned,
due to higher incurred losses on credit derivatives. See the
“Explanation of Non-GAAP Financial Measures” section of this press
release for a definition of operating income and other non-GAAP
financial measures referenced in this press release. Second quarter 2009
net loss and operating income included $15.6 million ($0.17 per diluted
share and $24.2 million before tax) of after-tax FSAH
acquisition-related expenses and $25.7 million ($0.27 per diluted share
and $35.2 million before tax) of incurred losses on credit derivatives.
Excluding the FSAH acquisition-related expenses, Assured’s operating
income per diluted share was $42.9 million ($0.46 per diluted share), a
$4.2 million or 11% increase over second quarter 2008. Aside from the
negative operating income impact from FSAH acquisition-related expenses
and increased incurred losses on credit derivatives, Assured’s second
quarter 2009 operating income benefited from two favorable items
compared to second quarter 2008: a $26.9 million increase in pre-tax net
earned premiums and a $25.6 million ($0.28 per diluted share) increase
in tax benefits on operating income in second quarter 2009.
“A great deal of our activity in second quarter 2009 was devoted to
completing the acquisition of FSAH, which marks a major step forward
toward our strategic goal of transforming Assured into the market leader
for financial guaranty insurance,” stated Dominic Frederico, President
and Chief Executive Officer of Assured Guaranty Ltd. “The combination,
completed on July 1, places us in the unique position of offering
issuers and investors the capital strength and flexibility of two
distinct platforms: Financial Security Assurance Inc. ("FSA"), a public
finance-only insurer, and Assured Guaranty Corp., a diversified insurer
providing credit enhancement to both the public and structured finance
markets. In addition to significantly increasing the franchise value of
Assured, the combination provides us with greater capacity to write
business and more flexibility in balancing portfolio exposures.”
“Separately, during second quarter 2009, we were pleased that Assured
continued to maintain its strong level of activity in the U.S. municipal
credit enhancement arena, insuring 7.6% of new issue public finance
volume, which represented a majority of the bonds insured in the
quarter,” continued Mr. Frederico. “Turning to credit ratings, we
continue to work with the rating agencies to achieve the highest
possible ratings and would point to our high level of market acceptance
in the public finance arena together with the enhanced capital strength
and future earnings power of the combined companies as support of our
financial strength.”
|
|
|
Table 1: Reconciliation of Net Income (Loss) to Operating Income
|
|
($ in millions)
|
|
|
2Q-09
|
|
2Q-08
|
|
Net (loss) income
|
$
|
(170.0
|
)
|
|
$
|
545.2
|
|
Less: After-tax realized (losses) gains on investments
|
|
(7.1
|
)
|
|
|
0.9
|
|
Less: After-tax unrealized (losses) gains on credit derivatives1
|
|
(190.2
|
)
|
|
|
505.6
|
|
Operating income
|
$
|
27.3
|
|
|
$
|
38.7
|
|
|
|
|
|
|
Weighted average shares outstanding (in millions)2:
|
|
|
|
|
Basic shares outstanding - GAAP
|
|
93.1
|
|
|
|
89.9
|
|
Diluted shares outstanding - GAAP
|
|
93.1
|
|
|
|
90.6
|
|
Diluted shares outstanding - non-GAAP
|
|
93.8
|
|
|
|
91.4
|
|
|
|
|
|
|
Per diluted share2
|
|
|
2Q-09
|
|
2Q-08
|
|
Net (loss) income
|
$
|
(1.82
|
)
|
|
$
|
5.96
|
|
Less: After-tax realized (losses) gains on investments
|
|
(0.08
|
)
|
|
|
0.01
|
|
Less: After-tax unrealized (losses) gains on credit derivatives1
|
|
(2.04
|
)
|
|
|
5.53
|
|
Operating income
|
$
|
0.29
|
|
|
$
|
0.42
|
-
The quarter ended June 30, 2009 included a fair value after-tax
loss of $39.4 million, or $0.42 per diluted share related to Assured
Guaranty Corp.'s committed capital securities. The quarter
ended June 30, 2008 included a fair value after-tax gain of $5.8
million, or $0.06 per diluted share, related to Assured Guaranty
Corp.'s committed capital securities.
-
Effective January 1, 2009, the Company adopted FSP EITF 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities” (“FSP”), which clarifies
that share-based payment awards that entitle their holders to receive
nonforfeitable dividends or dividend equivalents before vesting should
be considered participating securities and shall be included in the
calculation of basic and diluted net income (loss) per share. Upon
retrospective adoption of the FSP, Assured increased previously
reported diluted net income (loss) per share by $0.01 for Q2 2008.
Operating income, a non-GAAP financial measure, for both periods is
positive, therefore the per diluted share calculation ignores the
effect of the FSP and includes the effect of dilutive securities.
|
|
|
|
|
|
|
|
|
Table 2: Shareholders' Equity1
|
|
(amounts in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
June 30, 2009
|
|
December 31, 2008
|
|
% Change
|
|
Book value2
|
|
$
|
2,354.9
|
|
$
|
1,926.2
|
|
22
|
%
|
|
Plus: Net unearned premium reserve, after tax3
|
|
|
1,870.2
|
|
|
1,033.4
|
|
81
|
%
|
|
Plus: Net unearned revenue on credit derivatives, after tax4
|
|
|
16.2
|
|
|
17.6
|
|
(8
|
)%
|
|
Plus: Net present value of estimated future installment premiums
in-force, after tax
|
|
|
380.8
|
|
|
708.3
|
|
(46
|
)%
|
|
Less: Deferred acquisition costs (DAC), after tax
|
|
|
353.9
|
|
|
261.6
|
|
35
|
%
|
|
Adjusted book value
|
|
$
|
4,268.3
|
|
$
|
3,423.9
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
Shares outstanding at the end of period (in millions)
|
|
|
134.4
|
|
|
91.0
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
Book value per share outstanding:
|
|
|
|
|
|
|
|
Book value2
|
|
$
|
17.52
|
|
$
|
21.18
|
|
(17
|
)%
|
|
Plus: Net unearned premium reserve, after tax3
|
|
|
13.91
|
|
|
11.36
|
|
22
|
%
|
|
Plus: Net unearned revenue on credit derivatives, after tax4
|
|
|
0.12
|
|
|
0.19
|
|
(37
|
)%
|
|
Plus: Net present value of estimated future installment premiums
in-force, after tax
|
|
|
2.83
|
|
|
7.79
|
|
(64
|
)%
|
|
Less: DAC, after tax
|
|
|
2.63
|
|
|
2.87
|
|
(8
|
)%
|
|
Adjusted book value
|
|
$
|
31.75
|
|
$
|
37.65
|
|
(16
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per share, excluding AOCI and net unrealized
mark-to-market gains (losses) on derivatives5
|
|
$
|
21.56
|
|
$
|
25.43
|
|
(15
|
)%
|
|
Adjusted book value per share, excluding AOCI and net unrealized
mark-to-market gains (losses) on derivatives5
|
|
$
|
35.79
|
|
$
|
41.91
|
|
(15
|
)%
|
-
Some amounts may not add due to rounding.
-
The Company adopted FAS No. 163 "Accounting for Financial Guarantee
Insurance Contracts" ("FAS 163") effective January 1, 2009. The
adoption of this accounting rule had an effect of $19.4 million on
January 1, 2009 book value.
-
Unearned premium reserve (UPR) less pre-paid reinsurance premiums,
after tax.
-
Unearned revenue less pre-paid reinsurance premiums on credit
derivatives, after tax.
-
Represents a fair value component of the Company’s credit
derivative contracts, which are included in credit derivative asset or
liability line on the balance sheet, and committed capital securities.
Shareholders’ Equity:
Assured’s shareholders’ equity at June 30, 2009 was $2,354.9 million, a
$428.7 million or 22% increase from $1,926.2 million at December 31,
2008. The Company’s June 24, 2009 sale of 44.3 million shares of common
equity for net proceeds of approximately $448.1 million after offering
expenses was the principal reason for the increase in Assured’s
shareholders’ equity. The increase in shareholders’ equity over the last
six months was reduced by the Company’s $84.5 million net loss for the
first six months of 2009, which resulted from operating income of $90.8
million for the same period being more than offset by $175.3 million in
after-tax unrealized losses on credit derivatives and realized losses on
investments. The Company’s June 30, 2009 book value per share was
$17.52, a decrease of $3.66 per share from $21.18 at December 31, 2008.
The June 2009 equity offering, which was priced at $11.00 per share
before expenses, or approximately 49% of March 31, 2009 book value per
share, was the principal cause of the decrease in June 30, 2009 book
value per share.
Shareholders’ equity excluding net unrealized losses on credit
derivatives, fair value gain on Assured Guaranty Corp.’s committed
capital securities and accumulated other comprehensive income was
$2,898.3 million, up 25% from $2,312.9 million at December 31, 2008, due
to the June 2009 equity offering and the Company’s $90.8 million in
operating income for the first six months of 2009. Shareholders' equity
per share excluding these items was $21.56 per share at June 30, 2009, a
decrease of 15% from $25.43 at December 31, 2008, due to the June 2009
equity offering.
Assured’s adjusted book value, a non-GAAP financial measure, was $31.75
per share at June 30, 2009, a reduction of $5.90 per share or 16% from
December 31, 2008 adjusted book value per share of $37.65. The decrease
in the Company’s adjusted book value per share was principally due to
the June 2009 equity offering being priced at approximately 26% of March
31, 2009 adjusted book value per share. Adjusted book value per share
excluding net unrealized losses on credit derivatives, fair value gain
on Assured Guaranty Corp.’s committed capital securities and accumulated
other comprehensive income was $35.79 at June 30, 2009, a decrease of
15% from $41.91 per share at December 31, 2008.
Present Value of Financial Guaranty and Credit Derivative Gross
Written Premiums:
Assured’s second quarter 2009 new business production as measured by the
present value of financial guaranty and credit derivative gross written
premiums (“PVP”), a non-GAAP financial measure, was $140.0 million, a
50% decrease from $278.9 million in second quarter 2008, primarily due
to limited activity in the global structured finance, infrastructure and
financial guaranty reinsurance markets.
Financial guaranty direct public finance business, which has been
Assured’s strongest market since the beginning of 2008, was $127.8
million in second quarter 2009, a 30% decline over second quarter 2008,
and was largely consistent with the 24% decline in the U.S. public
finance new issue market. Assured’s second quarter 2009 PVP was up
slightly from first quarter 2009 PVP of $126.8 million. The Company’s
insured penetration in the quarter was approximately 7.6% and was equal
to Assured’s insured penetration of 7.6% for second quarter 2008.
Assured’s total public finance gross par insured volume, which includes
new issue as well as secondary market transactions, was $10,256 million
in the quarter, down 22% from $13,170 million in second quarter 2008 and
consistent with market volume.
Commenting on the quarter’s new municipal originations, Mr. Frederico
stated: “While we saw a decrease in PVP from second quarter 2008, we
consider our second quarter 2009 performance to be strong based on the
significant amount of par and the large number of transactions we
insured as well as the high average underlying credit ratings on the
transactions we closed. Looking ahead, we are off to a good start in the
third quarter, having insured between Assured Guaranty Corp. and FSA a
par amount of approximately $3.3 billion in July, which represents a
12.9% share of U.S. public finance new issue volume.”
“Though our structured finance and public infrastructure businesses
remain constrained,” continued Mr. Frederico, “we are receiving many
inquiries for secondary market transactions, where we can help investors
improve risk management and capital optimization. As we look at these
new opportunities, we are also constantly analyzing the potential impact
of the current economic environment and our tighter underwriting
standards on each sector.”
The Company’s financial guaranty direct production in markets other than
U.S. public finance was limited due to market conditions and Assured’s
stringent underwriting standards. Assured Guaranty Corp. remains
actively involved in evaluating structured finance and infrastructure
credit enhancement opportunities while FSA is strictly limited to U.S.
public finance and international infrastructure transactions going
forward.
|
|
|
Table 3: Analysis of PVP and GWP
|
|
($ in millions)
|
|
|
|
|
|
|
|
|
Gross written premiums ("GWP") analysis:
|
Quarter Ended June 30,
|
|
%
|
|
|
2009
|
|
2008
|
|
Change
|
|
Present value of financial guaranty and credit derivative GWP
("PVP")
|
|
|
|
|
|
|
Financial guaranty direct
|
|
|
|
|
|
|
U.S. public finance
|
$
|
127.8
|
|
|
$
|
212.2
|
|
(40
|
)%
|
|
U.S. structured finance
|
|
12.2
|
|
|
|
56.1
|
|
(78
|
)%
|
|
International
|
|
-
|
|
|
|
10.6
|
|
NM
|
|
|
Total PVP
|
|
140.0
|
|
|
|
278.9
|
|
(50
|
)%
|
|
Less: PVP of credit derivatives
|
|
-
|
|
|
|
52.3
|
|
NM
|
|
|
PVP of financial guaranty GWP
|
|
140.0
|
|
|
|
226.6
|
|
(38
|
)%
|
|
Less: Financial guaranty installment premium PVP
|
|
12.5
|
|
|
|
12.0
|
|
4
|
%
|
|
Total: Financial guaranty upfront GWP
|
|
127.5
|
|
|
|
214.6
|
|
(41
|
)%
|
|
Plus: Financial guaranty installment GWP
|
|
-
|
|
|
|
31.2
|
|
NM
|
|
|
Plus: Financial guaranty installment PVP adjustment1
|
|
14.7
|
|
|
|
-
|
|
NM
|
|
|
Total financial guaranty GWP
|
|
142.2
|
|
|
|
245.8
|
|
(42
|
)%
|
|
Plus: Mortgage guaranty segment GWP
|
|
-
|
|
|
|
-
|
|
NM
|
|
|
Plus: Other segment GWP
|
|
(1.1
|
)
|
|
|
-
|
|
NM
|
|
|
Total GWP
|
$
|
141.1
|
|
|
$
|
245.8
|
|
(43
|
)%
|
-
Q2 2009 amounts represent the difference in management estimates
for the discount rate applied to future installments as well as the
estimated term for future installments compared to the discount rate
used for FAS 163.
NM = Not meaningful
Income Statement:
Second quarter 2009 net earned premiums were $78.6 million, a 52%
increase from $51.7 million in second quarter 2008. Consolidated net
earned premiums benefitted from a 46% increase in the financial guaranty
direct segment’s net earned premiums to $30.4 million and a 60% increase
in the financial guaranty reinsurance segment’s net earned premiums to
$47.4 million. The growth in financial guaranty direct net earned
premiums was generated by higher levels of U.S. public finance net
earned premiums, reflecting the growth in the Assured’s public finance
franchise over the past two years. Financial guaranty reinsurance net
earned premiums from refundings and the early extinguishment of
exposures were the principal contributor to that segment’s growth. The
Company recorded $20.1 million ($12.9 million after tax or $0.14 per
diluted share) in second quarter 2009 net earned premiums from
refundings and early extinguishment of exposures as compared to $2.1
million ($1.2 million after tax or $0.01 per diluted share) in second
quarter 2008. Consolidated net earned premiums excluding net earned
premiums from refundings were $58.5 million for second quarter 2009, an
increase of 18% from second quarter 2008.
|
|
|
|
|
|
|
Table 4: Analysis of Revenues
|
|
($ in millions)
|
|
2Q-09
|
|
2Q-08
|
|
% Change
|
|
Revenues
|
|
|
|
|
|
|
|
Net earned premiums1
|
|
$
|
78.6
|
|
|
$
|
51.7
|
|
|
52
|
%
|
|
Net investment income
|
|
|
43.3
|
|
|
|
40.2
|
|
|
8
|
%
|
|
Realized gains and other settlements on credit derivatives
|
|
|
27.7
|
|
|
|
31.8
|
|
|
(13
|
)%
|
|
Incurred losses on credit derivatives2
|
|
|
(35.2
|
)
|
|
|
(5.6
|
)
|
|
NM
|
|
|
Other income
|
|
|
0.5
|
|
|
|
0.2
|
|
|
150
|
%
|
|
Total revenues included in operating income3
|
|
$
|
114.9
|
|
|
$
|
118.3
|
|
|
(3
|
)%
|
-
The Company adopted FAS No. 163 effective January 1, 2009.
-
Reflects case and portfolio loss and loss adjustment expenses
incurred for contracts written in credit derivative form.
-
Revenues included in operating income. See “Explanation of
Non-GAAP Financial Measures” section of this press release.
NM = Not meaningful
Assured’s second quarter 2009 net investment income rose to $43.3
million, an increase of 8% compared to second quarter 2008, due to a
higher level of average invested assets that was partially offset by a
lower pre-tax book yield on the portfolio due to the decline in market
interest rates over the last year. The Company’s total investments were
$4,584.2 million at June 30, 2009, up 26% from $3,631.3 million at
December 31, 2008, due to net proceeds after expenses of approximately
$616.5 million from the Company’s June 24, 2009 offering of 44.3 million
common shares and 3.45 million equity units. The substantial majority of
the net proceeds from these two offerings were used to pay the $546
million cash portion of the FSAH purchase price on July 1, 2009. The
pre-tax book yield on the portfolio was 4.3% at June 30, 2009 versus
4.7% at June 30, 2008.
Realized gains and other settlements on credit derivatives decreased 13%
to $27.7 million in second quarter 2009 as a result of a decrease in the
financial guaranty direct segment’s par insured for contracts written in
credit derivative form due to maturities, early terminations and limited
new business opportunities in the last year. As of June 30, 2009, the
Company had $70.2 billion of financial guaranty direct net par
outstanding that had been written in credit derivative form, down from
$72.0 billion at December 31, 2008.
|
|
|
|
|
|
|
|
|
Table 5: Expense Analysis
|
|
($ in millions)
|
|
Expenses
|
|
2Q-09
|
|
2Q-08
|
|
% Change
|
|
Loss and loss adjustment expenses
|
|
$
|
38.0
|
|
$
|
38.1
|
|
(0
|
)%
|
|
Profit commission expense
|
|
|
2.1
|
|
|
1.0
|
|
110
|
%
|
|
Acquisition costs
|
|
|
16.5
|
|
|
11.8
|
|
40
|
%
|
|
Other operating expenses
|
|
|
22.6
|
|
|
19.7
|
|
15
|
%
|
|
FSAH acquisition-related expenses
|
|
|
24.2
|
|
|
-
|
|
NM
|
|
|
Interest and related expenses
|
|
|
8.4
|
|
|
7.5
|
|
12
|
%
|
|
Total expenses 1
|
|
$
|
111.8
|
|
$
|
78.2
|
|
43
|
%
|
-
Some amounts may not add due to rounding.
NM = Not meaningful
The Company recorded $35.2 million in incurred losses on credit
derivatives in second quarter 2009 as compared to $5.6 million in second
quarter 2008. The increased amount of incurred losses on credit
derivatives was due to credit deterioration on U.S. RMBS exposures that
had been written in credit derivative form.
Assured reported $38.0 million in loss and loss adjustment expenses in
second quarter 2009 as compared to $38.1 million in second quarter 2008.
Consistent with prior quarters, the majority of loss and loss adjustment
expenses were associated with U.S. RMBS. Second quarter 2009 loss and
loss adjustment expenses included a $20.0 million pre-tax and after-tax
benefit from an arbitration settlement in Assured’s mortgage guaranty
segment that was settled during the quarter. Excluding this benefit,
total second quarter 2009 incurred losses on credit derivatives and loss
adjustment expenses for U.S. RMBS exposures totaled $97.6 million on
U.S. RMBS exposures ($74.1 million after tax), compared to $39.7 million
($30.6 million after tax) for second quarter 2008. The increased level
of incurred losses for U.S. RMBS was due to rising delinquencies,
defaults and foreclosures, particularly on alternative A (“alt-A”) and
option adjustable-rate mortgage (“option ARM”) exposures in both the
financial guaranty direct and reinsurance segments. Assured has not
received any claim notices on financial guaranty direct alt-A or option
ARM exposures to date, whether written in credit derivative or financial
guaranty contract form. The Company also experienced additional credit
deterioration on second lien exposures such as home equity line of
credit ("HELOC") and closed-end second transactions, particularly in the
financial guaranty reinsurance segment. With respect to Assured’s two
financial guaranty direct HELOC transactions with Countrywide, there
were no material loss and loss adjustment expenses incurred in second
quarter 2009. The Company has continued to pay losses and accrue salvage
recoveries for those two transactions based on management’s continued
efforts to exercise Assured’s contractual rights.
Acquisition costs, which primarily consist of ceding commissions paid by
the financial guaranty reinsurance segment and operating expenses that
are related to the acquisition of new business, were $16.5 million, up
40% compared to $11.8 million in second quarter 2008. This increase is
directly related to the amortization of previously deferred expenses in
the financial guaranty direct and financial guaranty reinsurance
segments due to net earned premiums from refundings and early
extinguishment of exposures over the prior year period.
Other operating expenses were $22.6 million in second quarter 2009, a
15% increase from $19.7 million in second quarter 2008, principally due
to a reduction in deferral rate of other operating expenses as a result
of lower new business activity in Assured's structured finance and
international business. Employee-related expenses, which comprise the
majority of this expense category, decreased slightly during the quarter.
FSAH acquisition-related expenses were $24.2 million ($15.6 million
after tax or $0.17 per diluted share), including $14.7 million of
pre-tax expenses related to subletting duplicate New York City offices.
The Company did not record any FSAH acquisition expenses in second
quarter 2008. Additional FSAH acquisitions expense are expected in the
next three quarters as the Company completes the integration of FSAH
into Assured.
Interest and other expenses were $8.4 million in second quarter 2009, an
increase of 12% over the second quarter 2008, due to an increase in the
interest rate margin on the Company’s committed capital securities that
occurred in April 2008. The equity units sold by the Company in June
2009 will increase interest expense by approximately $15.7 million
annually.
Assured recorded a $24.2 million benefit for income taxes in second
quarter 2009 versus $1.4 million provision for income taxes in second
quarter 2008, reflecting the tax liability or benefit due to income and
expenses incurred in U.S. and Europe. The second quarter 2009 tax
benefit included an $8.6 million tax benefit on FSAH acquisition
expenses and the tax benefits on a substantial portion of the Company’s
loss and loss adjustment expenses and incurred losses on credit
derivatives, which were largely incurred at Assured Guaranty Corp.
Update on the Acquisition of Financial Security Assurance Holdings
Ltd.:
Assured acquired FSAH, the parent company of FSA, on July 1, 2009. The
purchase price paid by Assured was approximately $546 million in cash
and 22.3 million common shares of Assured. The Company expects that
FSA’s financial supplement, which will include FSA’s financial results
and financial guaranty profile and other information, will be furnished
in an 8-K with the Securities and Exchange Commission. The FSA financial
supplement will be available on Assured’s website at www.assuredguaranty.com
and will also be available on FSA’s website at www.fsa.com.
Conference Call and Webcast Information:
The Company will host a conference call for investors and analysts on
Friday, August 7, 2009 at 9:00 a.m. Atlantic Time (8:00 a.m. Eastern
Time). The conference call will be available via live and archived
webcast in the Investor Information section of the Company’s website at http://www.assuredguaranty.com
or by dialing 800-901-5218 (in the U.S.) or 617-786-4511
(International), passcode 85612261. A replay will be available two hours
after the conclusion of the call through Monday, September 7, 2009. To
listen to the replay dial: 888-286-8010 (in the U.S.) or 617-801-6888
(International), passcode 22138698.
Please refer to Assured’s Second Quarter 2009 Financial Supplement,
which is posted on the Company’s website at http://www.assuredguaranty.com/investor/ltd/financial.aspx,
for more information on the Company’s individual segment performance,
financial guaranty portfolios, investment portfolio and other items. The
Company has also posted on its website Assured’s Financial Guaranty
Direct Segment’s U.S. and International Structured Finance Transaction
List as of June 30, 2009 and the most recent version of the Financial
Guaranty Direct Segment’s New Issue U.S. Public Finance List. The
Company expects to file its 10-Q by the end of business on August 10,
2009.
Assured Guaranty Ltd. is a Bermuda-based holding company. Its operating
subsidiaries provide credit enhancement products to the U.S. and
international public finance, structured finance and mortgage markets.
More information on Assured and its subsidiaries can be found at www.assuredguaranty.com.
|
|
|
|
|
|
|
Assured Guaranty Ltd.
|
|
Consolidated Income Statements*
|
|
(dollars in millions)
|
|
|
|
Quarter Ended
|
|
|
|
June 30,
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
Net earned premiums 1
|
|
$
|
78.6
|
|
|
$
|
51.7
|
|
|
Net investment income
|
|
|
43.3
|
|
|
|
40.2
|
|
|
Realized gains and other settlements on credit derivatives
|
|
|
27.7
|
|
|
|
31.8
|
|
|
Incurred losses on credit derivatives
|
|
|
(35.2
|
)
|
|
|
(5.6
|
)
|
|
Other income
|
|
|
0.5
|
|
|
|
0.2
|
|
|
Total revenues
|
|
|
114.9
|
|
|
|
118.3
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
Loss and loss adjustment expenses 1
|
|
|
38.0
|
|
|
|
38.1
|
|
|
Profit commission expense
|
|
|
2.1
|
|
|
|
1.0
|
|
|
Acquisition costs 1
|
|
|
16.5
|
|
|
|
11.8
|
|
|
Other operating expenses
|
|
|
22.6
|
|
|
|
19.7
|
|
|
FSAH acquisition-related expenses
|
|
|
24.2
|
|
|
|
-
|
|
|
Interest and related expenses
|
|
|
8.4
|
|
|
|
7.5
|
|
|
Total expenses
|
|
|
111.8
|
|
|
|
78.2
|
|
|
|
|
|
|
|
|
Operating income before (benefit) provision for income taxes
|
|
|
3.1
|
|
|
|
40.1
|
|
|
|
|
|
|
|
|
Total (benefit) provision for income taxes
|
|
|
(24.2
|
)
|
|
|
1.4
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
27.3
|
|
|
|
38.7
|
|
|
|
|
|
|
|
|
Plus: Realized (losses) gains on investments, after tax
|
|
|
(7.1
|
)
|
|
|
0.9
|
|
|
Plus: Unrealized (losses) gains on credit derivatives, after tax 2
|
|
|
(190.2
|
)
|
|
|
505.6
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(170.0
|
)
|
|
$
|
545.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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1. The Company adopted FAS No. 163 effective January 1, 2009.
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2. The quarters ended June 30, 2009 and 2008 included a fair value
after-tax loss of $39.4 million, or $0.42 per diluted share, and
fair value gain of $5.8 million, or $0.06 per diluted share,
respectively, related to Assured Guaranty Corp.'s committed capital
securities.
|
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* Some amounts may not add due to rounding.
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|
|
|
|
|
|
|
Assured Guaranty Ltd.
|
|
Consolidated Balance Sheets *
|
|
|
|
As of :
|
|
|
|
June 30,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Fixed maturity securities, at fair value
|
|
$
|
3,413.3
|
|
|
$
|
3,154.1
|
|
Short-term investments, at cost which approximates fair value
|
|
|
1,171.0
|
|
|
|
477.2
|
|
Total investments
|
|
|
4,584.2
|
|
|
|
3,631.3
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
8.5
|
|
|
|
12.3
|
|
Accrued investment income
|
|
|
31.5
|
|
|
|
32.8
|
|
Deferred acquisition costs 1
|
|
|
374.1
|
|
|
|
288.6
|
|
Prepaid reinsurance premiums 1
|
|
|
23.1
|
|
|
|
18.9
|
|
Reinsurance recoverable on ceded losses 1
|
|
|
4.5
|
|
|
|
6.5
|
|
Premiums receivable 1
|
|
|
752.9
|
|
|
|
15.7
|
|
Goodwill
|
|
|
85.4
|
|
|
|
85.4
|
|
Credit derivative assets
|
|
|
146.4
|
|
|
|
147.0
|
|
Deferred tax asset 1
|
|
|
209.1
|
|
|
|
129.1
|
|
Current income taxes receivable
|
|
|
26.4
|
|
|
|
21.4
|
|
Salvage recoverable 1
|
|
|
199.8
|
|
|
|
80.2
|
|
Committed capital securities, at fair value
|
|
|
10.2
|
|
|
|
51.1
|
|
Other assets
|
|
|
39.7
|
|
|
|
35.3
|
|
Total assets
|
|
$
|
6,495.7
|
|
|
$
|
4,555.7
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Unearned premium reserves 1
|
|
$
|
2,222.7
|
|
|
$
|
1,233.7
|
|
Reserves for losses and loss adjustment expenses 1
|
|
|
200.3
|
|
|
|
196.8
|
|
Profit commissions payable
|
|
|
10.2
|
|
|
|
8.6
|
|
Reinsurance balances payable 1
|
|
|
33.8
|
|
|
|
18.0
|
|
Funds held by Company under reinsurance contracts
|
|
|
30.0
|
|
|
|
30.7
|
|
Credit derivative liabilities
|
|
|
957.8
|
|
|
|
733.8
|
|
Long-term debt
|
|
|
517.0
|
|
|
|
347.2
|
|
Other liabilities
|
|
|
169.1
|
|
|
|
60.8
|
|
Total liabilities
|
|
|
4,140.8
|
|
|
|
2,629.5
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
|
Common stock
|
|
|
1.3
|
|
|
|
0.9
|
|
Additional paid-in capital
|
|
|
1,734.0
|
|
|
|
1,284.4
|
|
Retained earnings 1,2
|
|
|
622.4
|
|
|
|
638.1
|
|
Accumulated other comprehensive (loss) income 2
|
|
|
(2.8
|
)
|
|
|
2.9
|
|
Total shareholders' equity
|
|
|
2,354.9
|
|
|
|
1,926.2
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
6,495.7
|
|
|
$
|
4,555.7
|
|
|
|
|
|
|
|
1. The Company adopted FAS 163 effective January 1, 2009.
|
|
2. The Company adopted FSP 115-2 effective April 1, 2009.
|
|
* Some amounts may not add due to rounding.
|
|
|
Explanation of Non-GAAP Financial Measures:
This press release references several non-GAAP financial measures to
assist analysts and investors in evaluating Assured’s financial results.
These non-GAAP financial measures are defined in the “Explanation of
Non-GAAP Financial Measures” section of the press release. In each case,
the most directly comparable GAAP financial measure, if available, is
presented and a reconciliation of the non-GAAP financial measure and
GAAP financial measure is provided. This presentation is consistent with
how Assured’s management, analysts and investors evaluate the Company’s
financial results and is comparable to estimates published by analysts
in their research reports on Assured. The non-GAAP financial measures
included in this press release are: operating income, present value of
financial guaranty and credit derivative gross written premiums (“PVP”),
net present value of estimated future installment premiums in force and
adjusted book value. The following paragraphs define each non-GAAP
financial measures presented in this press release and describe why they
are useful for investors.
Operating income, which is a non-GAAP financial measure, is defined as
net income (loss) excluding: (i) after-tax realized gains (losses) on
investments; (ii) after-tax unrealized gains (losses) on credit
derivatives, and (iii) the fair value adjustment of the Company's
committed capital securities, other than the Company’s net estimate of
after-tax losses incurred on credit derivatives. Management believes
that operating income is a useful measure for management, investors and
analysts because the presentation of operating income enhances the
understanding of Assured's results of operations by highlighting the
underlying profitability of Assured's business. Realized gains (losses)
on investments and unrealized gains (losses) on credit derivatives and
the fair value adjustment of the Company's committed capital securities,
other than incurred losses on credit derivatives, are excluded because
the amount of these gains (losses) is heavily influenced by, and
fluctuates, in part, according to changes in market interest rates,
credit spreads and other factors that management cannot control or
predict. This measure should not be viewed as a substitute for net
income (loss) determined in accordance with GAAP.
Present value of financial guaranty and credit derivative gross written
premiums, or PVP, which is a non-GAAP financial measure, is defined as
gross upfront and installment premiums received and the present value of
gross estimated future installment premiums, on insurance and credit
derivative contracts written in the current period, discounted at 6% per
year. Management believes that PVP is a useful measure for management,
investors and analysts because it permits the evaluation of the value of
new business production for Assured by taking into account the value of
estimated future installment premiums on all new contracts underwritten
in a reporting period, whether in insurance or credit derivative
contract form, which GAAP gross premiums written and the net credit
derivative premiums received and receivable portion of net realized
gains and other settlement on credit derivatives (“credit derivative
revenues”) does not adequately measure. Management discounts estimated
future installment premiums on insurance contracts for PVP at 6% per
year, while under FAS 163 these amounts are discounted at a risk free
rate. Additionally, under FAS 163 management records future installment
premiums on financial guaranty insurance contracts covering
non-homogeneous pools of assets based on the contractual term of the
contract whereas for PVP management only records its estimate of the
future installment premiums that it expects to receive based on the
contractual terms of the transaction. Actual future net earned or
written premiums and credit derivative revenues may differ from PVP due
to factors such as prepayments, amortizations, refundings, contract
terminations or defaults that may or may not be influenced by market
interest rates, refinancing or refunding activity, prepayment speeds,
policy changes or terminations, credit defaults, or other factors that
management cannot control or predict. This measure should not be viewed
as a substitute for gross written premiums determined in accordance with
GAAP.
Net present value of estimated future installment premiums in force,
which is a non-GAAP financial measure, is defined as the present value
of estimated future installment premiums from our credit derivative
in-force books of business, net of reinsurance and discounted at 6%.
Management believes that net present value of estimated future
installment premiums in force is a useful measure for management,
investors and analysts because it permits an evaluation of the value of
future estimated credit derivative installment premiums. Estimated
future premiums may change from period to period due to changes in par
outstanding, maturity, or other factors that management cannot control
or predict that result from market interest rates, refinancing or
refunding activity, prepayment speeds, policy changes or terminations,
credit defaults, or other factors. There is no comparable GAAP financial
measure.
Adjusted book value, which is a non-GAAP financial measure, is defined,
subsequent to the adoption of FAS 163 in the second quarter of 2009, as
shareholders’ equity (book value) plus the after-tax value of the
unearned premium reserve, which includes estimated future installment
premiums in force, discounted at the risk free rate, net of prepaid
reinsurance premiums, the after-tax value of unearned premium on credit
derivatives net of prepaid reinsurance premiums and the after-tax net
present value of estimated future installment premiums on credit
derivatives in force, less future ceding commissions, discounted at 6%,
less after-tax deferred acquisition costs.
Adjusted book value, prior to the adoption of FAS 163, was defined as
shareholders’ equity (book value) plus the after-tax value of the
unearned premium reserve net of prepaid reinsurance premiums, the
after-tax value of unearned premium on credit derivatives net of prepaid
reinsurance premiums and the after-tax net present value of estimated
future installment premiums in force, less future ceding commissions,
discounted at 6%, less after-tax deferred acquisition costs.
Management believes that adjusted book value is a useful measure for
management, equity analysts and investors because the calculation of
adjusted book value permits an evaluation of the net present value of
the Company’s in force premiums and shareholders’ equity. The premiums
described above will be earned in future periods, but may differ
materially from the estimated amounts used in determining current
adjusted book value due to changes in market interest rates, refinancing
or refunding activity, prepayment speeds, policy changes or
terminations, credit defaults and other factors that management cannot
control or predict. This measure should not be viewed as a substitute
for book value determined in accordance with GAAP.
Cautionary Statement Regarding Forward-Looking Statements:
Any forward-looking statements made in this press release reflect the
Company’s current views with respect to future events and financial
performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
involve risks and uncertainties that may cause actual results to differ
materially from those set forth in these statements. For example,
Assured’s forward-looking statements regarding financial strength and
growth opportunities and its calculations of adjusted book value,
present value of financial guaranty and credit derivative gross written
premiums ("PVP"), net present value of estimated future installment
premiums in force, total estimated net future premium earnings could be
affected by a rating agency action, such as a ratings downgrade,
difficulties with the execution of Assured’s business strategy, contract
cancellations, developments in the world's financial and capital
markets, more severe or frequent losses affecting the adequacy of
Assured’s loss reserve, impact of market volatility of the
mark-to-market of our contracts written in credit default swap form,
changes in regulation or tax laws, governmental actions, natural
catastrophes, Assured’s dependence on customers, decreased demand or
increased competition, loss of key personnel, technological
developments, the effects of mergers, acquisitions and divestitures,
changes in accounting policies or practices, changes in general economic
conditions, other risks and uncertainties that have not been identified
at this time, management's response to these factors, and other risk
factors identified in Assured’s filings with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements that are made as of August 6, 2009. Assured
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Assured Guaranty Ltd.
Equity Investors:
Sabra R.
Purtill, CFA, Managing Director, Investor Relations
212-408-6044,
441-299-9375
spurtill@assuredguaranty.com
or
Ross
Aron, Associate, Investor Relations
212-261-5509
raron@assuredguaranty.com
or
Media:
Betsy
Castenir, Managing Director, Corporate Communications
212-339-3424
bcastenir@fsa.com
or
Ashweeta
Durani, Vice President, Corporate Communications
212-408-6042
adurani@assuredguaranty.com
or
Fixed
Income Investors:
Robert Tucker, Managing Director, Fixed
Income Investor Relations
212-339-0861
rtucker@fsa.com
or
Michael
Walker, Director, Fixed Income Investor Relations
212-261-5575
mwalker@assuredguaranty.com