05.11.2008 14:35:00

Primus Guaranty Reports Third Quarter 2008 Financial Results

Primus Guaranty, Ltd. ("Primus Guaranty or "the Company) (NYSE:PRS), a provider of credit protection, announced today a GAAP net loss of $(390.2) million, or $(8.63) per diluted share, for the third quarter of 2008, compared with a GAAP net loss of $(128.4) million, or $(2.85) per diluted share, for the third quarter of 2007. For the nine months ended September 30, 2008, the GAAP net loss was $(797.7) million, or $(17.65) per diluted share, compared with a GAAP net loss of $(159.7) million, or $(3.57) per diluted share, for the same period in 2007.

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 as investments) and includes provisions for credit events caused by downgrades below CCC/Caa2 (S&P/Moody's) on CDS on asset-backed securities ("ABS). Commencing in the third quarter of 2008, the Company will make provisions for credit events of this nature in the period in which the event occurs for Economic Results, a change from our previous practice. The Company believes that quarterly fluctuations in the fair market value of the CDS portfolio have little or no effect on the Company's operation and that Economic Results provide a useful, alternative view of the Companys performance.

During the third quarter of 2008, Economic Results were $(62.1) million, or $(1.37) per diluted share, compared with Economic Results of $12.6 million, or $0.28 per diluted share, in the third quarter of 2007. For the nine months ended September 30, 2008, Economic Results were $(21.5) million, or $(0.48) per diluted share, compared with Economic Results of $40.7 million, or $0.90 per diluted share, for the same period in 2007.

"The third quarter was an extremely difficult operating environment for Primus, with the turmoil in the credit markets significantly impacting the Company, said Thomas W. Jasper, Chief Executive Officer, Primus Guaranty, Ltd.. "New business activity continues to be adversely affected and we expect that it will remain so for the foreseeable future, even though we have high ratings and a substantial level of capital. Our primary focus now is on conserving capital, in particular the value embedded in our credit protection portfolio, for shareholders.

Third Quarter Revenues

Economic Results revenues for the third quarter 2008 were $(52.4) million, a decrease of $81.4 million from $29.0 million in the third quarter of 2007. The decrease in revenues was principally driven by credit event losses within Primus Financials credit swap portfolio during the third quarter of 2008.

Primus Financials premium income for the third quarter of 2008 was $24.4 million, compared with $22.3 million in the same period of 2007, an increase of 9.4%. Premium income associated with Primus Financials credit swap transactions with Lehman Brothers Special Financing Inc. ("LBSF), a counterparty which has filed for bankruptcy, have been excluded from the third quarter 2008 premium income of $24.4 million.

Realized credit event costs were $84.4 million for the third quarter of 2008 arising from four credit events on reference entities in Primus Financials single name credit swap portfolio. There were no credit events in Primus Financials credit swap portfolio in the comparable period of 2007. Primus Financial did not incur any credit mitigation costs from the termination of credit swaps prior to maturity in the third quarter of 2008, compared with credit mitigation costs of $144 thousand in the same period of the prior year.

Asset management fees in the third quarter of 2008 from three corporate investment grade synthetic Collateralized Swap Obligations (CSOs) and two Collateralized Loan Obligations (CLOs) were $1.1 million, consistent with $1.1 million in the third quarter of 2007.

Consolidated interest income for the third quarter of 2008 was $6.2 million, compared with $10.9 million in the third quarter of 2007. The decrease was primarily the result of a decline in short-term interest rates. The average yield in the third quarter of 2008 decreased to 2.77%, from 5.18% in the same quarter of 2007. Average investment balances were $898.4 million for the third quarter of 2008, compared with $836.7 million for the same quarter of 2007. The increase in investment balances was principally attributable to the operating cash flows from business activities.

GAAP total net losses for the third quarter 2008 were $(380.5) million, compared with $(112.0) million for the same quarter in 2007. The total GAAP net losses for the third quarter 2008 were primarily the result of net mark-to-market losses of $327.6 million, after inclusion of a favorable non-performance risk adjustment of $346.6 million. Effective January 1, 2008, the Company adopted the accounting provisions of Statement of Financial Accounting Standards ("SFAS) No. 157, Fair Value Measurements. The adoption of SFAS No. 157 affected the fair value calculation of the Primus Financials credit swap liabilities through the inclusion of an adjustment for its non-performance risk, as required under the standard.

Third Quarter Operating and Financing Expenses

The Companys operating expenses, excluding financing costs, were $4.3 million in the third quarter of 2008, compared with $9.4 million in the third quarter of 2007. The decrease in expenses was mainly attributable to a reduction in accrued incentive compensation and other cost-cutting initiatives.

Financing costs, which include debt interest expense and distributions on preferred shares, were $5.4 million for the third quarter of 2008, compared with $7.0 million for the third quarter of 2007. The decrease in financing costs was primarily attributable to lower London Interbank Offered Rate ("LIBOR) rates, partially offset by the impact of contractual maximum spread rates on the auction rate securities issued by Primus Financial. The blended average financing rates on the Companys debt and preferred securities was 5.06% in the third quarter of 2008, compared with 6.60% in the third quarter of 2007.

During the third quarter of 2008, Primus Financials auction rate debt and preferred securities continued to reset at the contractual maximum rates due to the lack of investor demand in the debt capital market for auction rate securities. The outstanding debt and preferred securities of the Company are all long-term, with the first maturity in 2021.

Nine Months Ended September 30 Revenues

Economic Results revenues for the nine months ended September 30, 2008 were $20.6 million, compared with $91.0 million for the same period in 2007.

Credit swap premiums for the nine months ended September 30, 2008 increased to $78.9 million, compared with $60.9 million for the same period in 2007.

Credit event losses and credit mitigation costs from the early termination of credit swaps in Primus Financials portfolio were $85.5 million for the nine months ended September 30, 2008, compared with credit mitigation costs of $2.4 million for the same period in 2007.

Asset management fees for the nine months ended September 30, 2008 were $3.3 million, an increase of approximately $900 thousand from the same period in 2007. The increase was attributable to asset management fees related to Primus CLO II, Ltd., which commenced operations in July 2007.

Consolidated interest income for the nine months ended September 30, 2008 was $21.7 million, a decrease of approximately $9.5 million for the same period in 2007. The decrease was primarily driven by lower yields on the investment portfolio. The average yield in the first nine months of 2008 decreased to 3.30% from 5.05% in the same period of 2007. Average investment balances were $877.9 million for the first nine months of 2008, compared with $818.8 million for the same period in 2007.

GAAP total net losses for the nine months ended September 30, 2008 were $(755.6) million, compared with $(109.4) million for the same period in 2007. During the first nine months of 2008, credit spreads widened substantially as the global credit markets experienced extremely difficult conditions, which resulted in net unrealized mark-to-market losses on Primus Financials portfolio of credit swaps. After inclusion of a favorable non-performance risk adjustment of $716.0 million, the unrealized mark-to-market loss in Primus Financials net credit swap portfolio was $769.8 million for the nine months ended September 30, 2008, compared with an unrealized mark-to-market loss of $198.3 million in the same period in 2007.

Nine Months Ended September 30 Operating and Financing Expenses

Operating expenses, excluding financing costs, were $24.1 million for the nine months ended September 30, 2008, compared with $29.6 million for the same period in 2007. The decrease in operating expenses was mainly attributable to a reduction in accrued incentive compensation and other cost-cutting initiatives.

Financing costs, comprising of distributions on preferred shares and interest expense, were $18.0 million for the nine months ended September 30, 2008, compared with $20.6 million for the same period in 2007. The blended average financing rates on the Companys debt and preferred securities was 5.64% in the nine months ended September 30, 2008, compared with 6.46% in the same period of 2007. The decrease in financing costs was primarily a result of lower LIBOR rates, partially offset by higher contractual maximum spread rates on Primus Financials auction-rate debt and preferred securities.

Credit Swap Portfolio - Primus Financial

At September 30, 2008, Primus Financials portfolio of credit swaps sold totaled $22.9 billion, compared with $23.0 billion at December 31, 2007. The portfolio had a weighted average original premium of 43.6 basis points, a weighted average credit rating of A/Baa1, and an average remaining tenor of 3.30 years as of September 30, 2008. (Weighted average original premiums included in this release exclude Primus Financials credit swap transactions with LBSF, which declared bankruptcy following the end of the third quarter of 2008).

Single Name Credit Swaps

At September 30, 2008, Primus Financials portfolio of single name credit swaps sold totaled $17.8 billion, with a weighted average premium of 44.1 basis points and a weighted average credit rating of A-/Baa2, which represented 586 reference entities. The third quarter 2008 new transaction volume for single name credit swaps sold was $74.3 million, with a weighted average credit rating of A+/A2.

Bespoke Tranches

At September 30, 2008, Primus Financials bespoke tranches sold totaled $5.0 billion, with a weighted average premium of 40.7 basis points and a weighted average credit rating of AA+/Aa3. Primus Financial did not transact any new bespoke tranches during the third quarter of 2008.

Credit Swaps on Asset-Backed Securities

At September 30, 2008, Primus Financials portfolio of CDS on ABS totaled $75.0 million, with a weighted average premium of 138.4 basis points. Primus Financial did not transact any new CDS on ABS during the third quarter of 2008.

Balance Sheet

At September 30, 2008, total assets, on a GAAP basis, were $935.1 million, an increase of $46.5 million from December 31, 2007.

At September 30, 2008, GAAP net shareholders' equity was $(893.4) million, compared with $(93.5) million at December 31, 2007.

Economic Results equity was $391.7 million at September 30, 2008, compared with $409.9 million at December 31, 2007. Economic Results book value per share issued and outstanding was $8.66 as of September 30, 2008, compared with $9.10 at December 31, 2007.

Total cash, cash equivalents and available-for-sale investments at September 30, 2008 was $913.8 million, of which $820.4 million was held at Primus Financial. The $820.4 million held at Primus Financial does not include any subsequent payments to settle realized credit event losses.

Net unrealized losses on Primus Financials portfolio of credit swaps were $1.3 billion at September 30, 2008, compared with $544.1 million at December 31, 2007. As noted earlier, the Company adopted SFAS No. 157 in 2008. As at September 30, 2008, the Company recorded a favorable non-performance risk adjustment of $716.0 million, which reduced its credit swap fair value liabilities.

Subsequent Events

Subsequent to September 30, 2008, Primus Financial incurred two additional credit events in its credit swap portfolio. On October 9, 2008, the Financial Supervisory Authority of Iceland placed Kaupthing Bank into receivership, which constituted a credit event. As of September 30, 2008, Primus Financial's single name credit swap notional exposure to Kaupthing Bank was $68.2 million. Primus Financial anticipates making settlement on this credit event, net of recovery values, in the fourth quarter of 2008. Primus Financial also has credit swap exposure to Kaupthing Bank in its tranche portfolios. The Company does not anticipate Primus Financial will have to make payments on its tranche transactions as a result of Kaupthing Bank being put into receivership. However, the capital requirements associated with each affected tranche will increase as a result of a reduction in tranche subordination. On October 16, 2008, two residential mortgage-backed securities, referenced by credit swaps written by Primus Financial, were downgraded below Caa2 by Moody's. The notional principal on these credit swaps was $15.0 million, of which $5.0 million is with LBSF. Under the terms of the credit swaps on ABS, a downgrade of the underlying security to CCC (S&P) or Caa2 (Moody's), or below, is considered a credit event.

On October 8, 2008, the Company announced that its Board of Directors has authorized the repurchase of the Companys 7% senior notes (NYSE:PRD). Today, the Company announces that its Board of Directors has authorized a buyback of the Companys common shares. The Board of Directors has authorized an expenditure of up to $25 million of available cash for the purchase of the senior notes and/or common shares, the purchases to be made at managements discretion.

Earnings Conference Call

Primus Guaranty will host a conference call on Wednesday, November 5, 2008, at 11:30 a.m., Eastern Time, to discuss its third quarter 2008 financial results. A copy this press release and financial supplement will be available in the Investor Relations section of the Companys 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 800-591-6923 (domestic)/617-614-4907 (international), Passcode 31504272.

A replay of the call will be available from Wednesday, November 5, 2008, at 1:00 p.m., Eastern Time, until Wednesday, November 26, 2008, at 5:00 p.m., Eastern Time. To listen to the replay, dial 888-286-8010 (domestic) or 617-801-6888 (international), Passcode 72558788.

Supplemental financial information, including additional credit swap portfolio and historical data, will be available on the Companys 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 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 per share amounts)

 
  September 30,   December 31,
2008 2007
(unaudited)
Assets
Cash and cash equivalents $ 298,335 $ 242,665
Available-for-sale investments 615,472 617,631
Accrued interest receivable 4,020 7,684
Accrued premiums and receivables on credit and other swaps 2,612 4,187
Unrealized gain on credit and other swaps, at fair value 16 606
Fixed assets and software costs, net 4,739 5,036
Debt issuance costs, net 6,731 6,965
Other assets   3,224     3,872  
Total assets $ 935,149   $ 888,646  
 
Liabilities and shareholders equity
Accounts payable and accrued expenses $ 1,749 $ 2,182
Accrued compensation 2,929 5,957
Interest payable 397 831
Unrealized loss on credit and other swaps, at fair value 1,313,815 544,731
Payable for credit events 84,491 -
Accrued premiums and payables on credit and other swaps - 1,770
Long-term debt 326,186 325,904
Restructuring liabilities - 1,709
Other liabilities   466     503  
Total liabilities 1,730,033 883,587
 
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, 45,234,113 and 45,035,593 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively 3,619 3,603
Additional paid-in capital 283,529 280,224
Accumulated other comprehensive loss (10,282 ) (4,712 )
Retained earnings (deficit)   (1,170,271 )   (372,577 )
Total shareholders equity (deficit)   (893,405 )   (93,462 )
Total liabilities, preferred securities of subsidiary and shareholders equity (deficit) $ 935,149   $ 888,646  

Primus Guaranty, Ltd.

Condensed Consolidated Statements of Operations

(in thousands except per share amounts)

 
  Three Months Ended

September 30,

Nine Months Ended

September 30,

2008   2007 2008   2007
(unaudited) (unaudited)
Revenues
Net credit swap loss $ (387,683 ) $ (120,122 ) $ (780,308 ) $ (140,994 )
Asset management and advisory fees 1,096 1,097 3,276 2,383
Interest income 6,212 10,881 21,725 31,174
Other trading loss - (3,887 ) - (1,920 )
Foreign currency revaluation loss   (140 )   -     (267 )   (12 )
Total net losses   (380,515 )   (112,031 )   (755,574 )   (109,369 )
 
Expenses
Compensation and employee benefits 1,739 4,890 13,894 16,866
Professional and legal fees 796 1,355 3,100 3,794
Depreciation and amortization 336 387 999 1,334
Technology and data 854 1,286 2,865 3,241
Interest expense 3,974 5,315 12,838 15,036
Other   596     1,469     3,219     4,414  
Total expenses 8,295 14,702 36,915 44,685
Distributions on preferred securities of subsidiary   1,397     1,702     5,144     5,563  
Loss before provision for income taxes (390,207 ) (128,435 ) (797,633 ) (159,617 )
Provision for income taxes   12     -     61     52  
Net loss available to common shares $ (390,219 ) $ (128,435 ) $ (797,694 ) $ (159,669 )
 
Loss per common share:
Basic $ (8.63 ) $ (2.85 ) $ (17.65 ) $ (3.57 )
Diluted $ (8.63 ) $ (2.85 ) $ (17.65 ) $ (3.57 )
Average common shares outstanding:
Basic 45,230 45,024 45,187 44,734
Diluted 45,230 45,024 45,187 44,734

Primus Guaranty, Ltd.

Regulation G Disclosure

Economic Results
September 30, 2008
(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 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 as investments) and includes provisions for credit events caused by downgrades below CCC/Caa2 (S&P/Moody's) on CDS on asset-backed securities ("ABS).

Commencing in the third quarter of 2008, the Company will make provisions for credit events of this nature in the period in which the event occurs for GAAP reporting and Economic Results, a change from our previous practice. 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. Economic Results provide a useful, and more meaningful, alternative view of the Companys performance.

 
 
Economic Results per Diluted Share
 
(in 000's except per share amounts)   Three Months Ended

September 30,

  Nine Months Ended

September 30,

2008   2007 2008   2007
GAAP net loss $ (390,219 ) $ (128,435 ) $ (797,694 ) $ (159,669 )
Adjustments:
Less: Change in unrealized fair value of credit swaps sold losses 327,646 140,820 769,770 198,333
Less: Realized gains from early termination of credit swaps sold (4 ) (1,182 ) (28 ) (3,197 )
Add: Amortization of realized gains from the early termination of credit swaps sold 466 1,399 1,746 5,232
Less: Provision for ABS credit event - - (189 ) -
Add: Deduction against provision for credit events - - 4,875 -
   
Net Economic Results   $ (62,111 )   $ 12,602   $ (21,520 )   $ 40,699  
 
Economic Results per diluted share $ (1.37 ) $ 0.28 $ (0.48 ) $ 0.90
 
Economic Results weighted average common shares - diluted
45,230 45,206 45,187 45,130
 
Economic Results Book Value per Share
 
September 30, December 31,
2008 2007
 
GAAP Shareholders' Equity $ (893,405 ) $ (93,462 )
Adjustments:
 
Add: Accumulated other comprehensive loss 10,282 4,712
Less: Unrealized fair value of credit swaps sold loss 1,313,799 544,029
Less: Realized gains from early termination of credit swaps sold (33,574 ) (33,546 )
Add: Amortized realized gains from the early termination of credit swaps sold 30,792 29,046
Less: Provision for ABS credit event (41,069 ) (40,880 )
Add: Deduction against provision for credit events 4,875 -
 
Economic Results Shareholders' Equity   $ 391,700     $ 409,899  
 
Economic Results book value per share issued and outstanding $ 8.66 $ 9.10
 
GAAP book value per share issued and outstanding $ (19.75 ) $ (2.08 )
 
Common shares issued and outstanding 45,234 45,036

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