Blue Capital Reinsurance Holdings Ltd. (NYSE:BCRH) (the "Company"),
a Bermuda holding company today reported its results and financial
position for the third quarter of 2019. The Company, through its
operating subsidiaries, previously offered collateralized
reinsurance in the property catastrophe market and invested in
various insurance-linked securities. The Company is currently
winding down its operations.
As a result of the previously announced decision to pursue an
orderly run-off and return capital to shareholders, in accordance
with accounting principles generally accepted in the U.S. (“GAAP”),
the Company’s basis of accounting transitioned from the going
concern basis of accounting (“Going Concern Basis”) to the
liquidation basis of accounting (“Liquidation Basis”), effective
July 31, 2019. Under the Liquidation Basis, all assets are stated
at their estimated liquidation value and all liabilities, including
estimated costs associated with implementing the run-off and
liquidation of the Company, are stated at their estimated
settlement amounts over the remaining estimated liquidation period.
Under the Liquidation Basis, the Company's financial results are
presented in a Consolidated Statement of Net Assets and a
Consolidated Statement of Changes in Net Assets.
All financial results and disclosures prior to adopting the
Liquidation Basis on July 31, 2019, are presented on a Going
Concern Basis, which presents assets and liabilities in the normal
course of business. As a result, the Consolidated Balance Sheet as
of December 31, 2018, the Consolidated Statements of Income and
Comprehensive income and the Consolidated Statements of Changes in
Shareholders' Equity for the period January 1, 2019 through July
31, 2019 are presented on a Going Concern Basis, consistent with
the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018.
The Company recorded a net loss of $1.1 million ($(0.12) per
share) for the one month period ended July 31, 2019 and net income
of $1.7 million ($0.20 per share) for the seven month period ended
July 31, 2019. The Company’s fully converted book value per common
share was $8.17 at September 30, 2019, reflecting a 6.3%
decrease for the quarter inclusive of dividends declared and
paid.
The Company realized attritional losses related to catastrophe
events that occurred during the current quarter, as well as
increased claim estimates related to 2017 and 2018 catastrophes,
which contributed to the decline in the Company’s book value per
share.
In addition, the Company’s book value per share declined
because, under the Liquidation Basis of accounting, the Company is
obligated to record loss estimates for claims related to events
that occur after the end of the third quarter, such as Typhoon
Hagibis and the California wildfires, which are still ongoing. The
Company’s loss estimates for Typhoon Hagibis and the California
wildfires have been derived from the utilization of proprietary
catastrophe modeling, standard industry models, an in-depth review
of in-force contracts and initial indications from clients and
brokers. The Company’s actual losses may ultimately differ
materially from estimated losses due to the nature of the risks
assumed, the complexity of the assessment of damages and the number
of reported claims received to date. The Company’s actual losses
from Typhoon Hagibis and the California wildfires might prove to be
more costly than initial estimated losses and could impact net
assets in future reporting periods.
Lastly, the Company’s book value per share declined due to
future estimated net expenses to be recognized in the current
period as a result of the adoption of the Liquidation Basis of
accounting.
During the third quarter of 2019, the Company declared a special
distribution of $1.51 per common share, which was paid on September
30, 2019.
Michael J. McGuire, Chairman and CEO, commented: "During the
third quarter the Company continued to implement an orderly runoff
and achieved a strong first step through declaring and paying a
special distribution of $1.51 per common share, which represented
nearly 15% of the June 30, 2019 fully converted book value per
share. We remain focused on winding down operations as quickly and
efficiently as possible."
About the CompanyBlue Capital Reinsurance
Holdings Ltd., is currently winding down its operations. The
Company, through its operating subsidiaries, previously offered
collateralized reinsurance in the property catastrophe market,
leveraging underwriting expertise and infrastructure from
established resources. Underwriting decisions, operations and other
management services are provided to the Company by Blue Capital
Management Ltd., a subsidiary of Sompo International Holdings Ltd.
(a wholly owned subsidiary of Sompo Holdings, Inc.), a recognized
global specialty provider of property and casualty insurance and
reinsurance and a leading property catastrophe and short tail
reinsurer since 2001. Additional information can be found in the
Company's public filings with the U.S. Securities and Exchange
Commission or at www.bcapre.bm.
ContactsInvestor RelationsPhone: +1 441 278 0988Email:
investorrelations@Sompo-Intl.com
Safe Harbor for Forward-Looking StatementsSome
of the statements in this press release may include, and the
Company may make related oral forward-looking statements which
reflect our current views with respect to future events, future
special distributions and future financial performance. Such
statements may include forward-looking statements both with respect
to us in general and the insurance and reinsurance sectors
specifically, both as to underwriting and investment matters.
Statements that include the words "should," "would," "expect,"
"estimates", "intend," "plan," "believe," "project," "target,"
"anticipate," "seek," "will," "deliver," and similar statements of
a future or forward-looking nature identify forward-looking
statements in this press release for purposes of the U.S. federal
securities laws or otherwise. We intend these forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements in the Private Securities Litigation
Reform Act of 1995.
All forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or may be important
factors that could cause the Company’s run-off performance and the
timing and amount of special distributions to differ materially
from those indicated in the forward-looking statements. These
factors include, but are not limited to, greater frequency or
severity of claims and loss activity, uncertainties in our
reserving process, changes to our tax status, credit risk related
to our broker counterparties, assessments for high risk or
otherwise uninsured individuals, possible terrorism or the outbreak
of war, a loss of key personnel, political conditions, changes in
insurance regulation, operational risk, including the risk of fraud
and errors and omissions, as well as technology breaches or
failure, changes in accounting policies, our investment
performance, the valuation of our invested assets, a breach of our
investment guidelines, potential treatment of us as an investment
company or a passive foreign investment company for purposes of
U.S. securities laws or U.S. federal taxation, respectively, our
dependence as a holding company upon dividends or distributions
from our operating subsidiaries, the unavailability of capital in
the future, developments in the world’s financial and capital
markets, government intervention in the insurance and reinsurance
industry, illiquidity in the credit markets, changes in general
economic conditions and other factors described in our Annual
Report on Form 10-K for the year ended December 31, 2018
and our Current Reports on Form 8-K dated July 25, 2019 and October
28, 2019.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included herein and elsewhere,
including the risk factors included in the Company's most recent
report on Form 10-K, our Current Reports on Form 8-K dated July 25,
2019 and October 28, 2019 and other documents of the Company on
file with the Securities and Exchange Commission. Any
forward-looking statements made in this material are qualified by
these cautionary statements, and there can be no assurance that the
actual special distributions, results or developments anticipated
by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on,
the Company or its business or operations. Except as required by
law, the Company undertakes no obligation to update publicly or
revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.
The contents of any website referenced in this press release are
not incorporated by reference herein.
BLUE CAPITAL REINSURANCE HOLDINGS
LTD.CONSOLIDATED STATEMENT OF NET
ASSETS(Liquidation
Basis)Unaudited
|
|
September 30, |
(In millions of U.S. dollars) |
|
2019 |
Assets |
|
|
Cash and cash equivalents |
|
$ |
1.1 |
|
Reinsurance premiums
receivable |
|
7.2 |
|
Funds held by ceding
companies |
|
99.8 |
|
Other assets |
|
2.5 |
|
Total Assets |
|
$ |
110.6 |
|
Liabilities |
|
|
Loss and loss adjustment expense
reserves |
|
$ |
33.7 |
|
Reinsurance balances payable |
|
1.8 |
|
Other liabilities |
|
0.8 |
|
Liability for estimated costs in
excess of estimated receipts during liquidation |
|
2.4 |
|
Total Liabilities |
|
38.7 |
|
Net Assets in
Liquidation |
|
$ |
71.9 |
|
|
|
|
|
|
BLUE CAPITAL REINSURANCE HOLDINGS
LTD.CONSOLIDATED BALANCE
SHEET(Going Concern Basis)
(In millions of U.S. dollars, except share amounts) |
|
December 31, 2018 |
Assets |
|
|
Cash and cash equivalents |
|
$ |
2.2 |
|
Reinsurance premiums
receivable |
|
8.9 |
|
Deferred reinsurance acquisition
costs |
|
0.1 |
|
Funds held by reinsured companies
as collateral |
|
150.4 |
|
Other assets |
|
1.7 |
|
Total Assets |
|
$ |
163.3 |
|
Liabilities |
|
|
Loss and loss adjustment expense
reserves |
|
$ |
49.9 |
|
Unearned reinsurance
premiums |
|
0.8 |
|
Debt |
|
4.0 |
|
Reinsurance balances payable |
|
16.4 |
|
Other liabilities |
|
1.5 |
|
Total Liabilities |
|
72.6 |
|
Shareholders’
Equity |
|
|
Common Shares |
|
8.8 |
|
Additional paid-in capital |
|
157.8 |
|
Retained deficit |
|
(75.9 |
) |
Total Shareholders’ Equity |
|
90.7 |
|
Total Liabilities and
Shareholders’ Equity |
|
$ |
163.3 |
|
Common shares outstanding
(000s) |
|
8,767 |
|
Common and common
equivalent shares outstanding (000s) |
|
8,784 |
|
|
|
|
|
BLUE CAPITAL REINSURANCE HOLDINGS
LTD.CONSOLIDATED STATEMENT OF CHANGES IN NET
ASSETS(Liquidation
Basis)Unaudited
|
|
Period from August 1, 2019 to September 30,
2019 |
(In millions of U.S. dollars) |
|
|
|
|
Net assets in liquidation at beginning of period |
|
$ |
88.8 |
|
Changes in net assets in
liquidation: |
|
|
Changes in liquidation value of reinsurance premiums
receivable |
|
(0.1 |
) |
Changes in liquidation value of loss and loss adjustment expense
reserves |
|
(2.0 |
) |
Remeasurement of assets and
liabilities |
|
(1.5 |
) |
Liquidating distributions to
shareholders |
|
(13.3 |
) |
Net assets in liquidation at end
of period |
|
71.9 |
|
|
|
|
|
BLUE CAPITAL REINSURANCE HOLDINGS
LTD.CONSOLIDATED STATEMENTS OF NET INCOME AND
COMPREHENSIVE INCOME(Going Concern
Basis)Unaudited
(In millions of U.S. dollars, except per share amounts) |
|
One Month Ended July 31, |
|
Three Months Ended September 30, |
|
Seven Months Ended July 31, |
|
Nine Months Ended September 30, |
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
Revenues |
|
|
|
|
|
|
|
|
Reinsurance premiums written |
|
$ |
1.5 |
|
|
$ |
4.2 |
|
|
$ |
11.1 |
|
|
$ |
24.1 |
|
Change in net unearned reinsurance premiums |
|
— |
|
|
2.3 |
|
|
0.8 |
|
|
(2.8 |
) |
Net reinsurance premiums earned |
|
1.5 |
|
|
6.5 |
|
|
11.9 |
|
|
21.3 |
|
Net investment income |
|
0.2 |
|
|
0.6 |
|
|
1.8 |
|
|
1.5 |
|
Total revenues |
|
1.7 |
|
|
7.1 |
|
|
13.7 |
|
|
22.8 |
|
Expenses |
|
|
|
|
|
|
|
|
Underwriting expenses: |
|
|
|
|
|
|
|
|
Loss and loss adjustment expenses - current year |
|
0.4 |
|
|
4.2 |
|
|
2.3 |
|
|
5.6 |
|
Loss and loss adjustment expenses - prior year |
|
1.6 |
|
|
6.4 |
|
|
3.4 |
|
|
11.7 |
|
Acquisition costs |
|
0.5 |
|
|
2.0 |
|
|
3.9 |
|
|
5.9 |
|
General and administrative expenses |
|
0.3 |
|
|
1.2 |
|
|
2.4 |
|
|
3.3 |
|
Total expenses |
|
2.8 |
|
|
13.8 |
|
|
12.0 |
|
|
26.5 |
|
Net (loss) income and
comprehensive (loss) income |
|
$ |
(1.1 |
) |
|
$ |
(6.7 |
) |
|
$ |
1.7 |
|
|
$ |
(3.7 |
) |
Per share
data: |
|
|
|
|
|
|
|
|
Basic and diluted earnings per Common Share |
|
$ |
(0.12 |
) |
|
$ |
(0.76 |
) |
|
$ |
0.20 |
|
|
$ |
(0.42 |
) |
Dividends declared per Common Share and RSU |
|
— |
|
|
0.30 |
|
|
0.30 |
|
|
0.90 |
|
Insurance
ratios: |
|
|
|
|
|
|
|
|
Loss and loss adjustment expense ratio |
|
134.0 |
% |
|
164.3 |
% |
|
47.1 |
% |
|
81.6 |
% |
Acquisition cost ratio |
|
34.9 |
% |
|
30.2 |
% |
|
32.9 |
% |
|
27.4 |
% |
General and administrative expense ratio |
|
17.3 |
% |
|
18.1 |
% |
|
20.5 |
% |
|
15.7 |
% |
Combined ratio |
|
186.2 |
% |
|
212.6 |
% |
|
100.5 |
% |
|
124.7 |
% |
RSU = restricted share unit
BLUE CAPITAL REINSURANCE HOLDINGS
LTD.CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY(Going Concern
Basis)Unaudited
(In millions of U.S. dollars) |
|
Totalshareholders’equity |
|
CommonShares, atpar value |
|
Additionalpaid-incapital |
|
Retaineddeficit |
Balance at January 1,
2019 |
|
$ |
90.7 |
|
|
$ |
8.8 |
|
|
$ |
157.8 |
|
|
$ |
(75.9 |
) |
Net income |
|
1.7 |
|
|
— |
|
|
— |
|
|
1.7 |
|
Dividends declared on Common
Shares and RSUs |
|
(2.6 |
) |
|
— |
|
|
(2.6 |
) |
|
— |
|
Balance at July 31,
2019 |
|
$ |
89.8 |
|
|
$ |
8.8 |
|
|
$ |
155.2 |
|
|
$ |
(74.2 |
) |
(In millions of U.S. dollars) |
|
Totalshareholders’equity |
|
CommonShares, atpar value |
|
Additionalpaid-incapital |
|
Retaineddeficit |
Balance at January 1,
2018 |
|
$ |
127.1 |
|
|
$ |
8.8 |
|
|
$ |
165.6 |
|
|
$ |
(47.3 |
) |
Net loss |
|
(3.7 |
) |
|
— |
|
|
— |
|
|
(3.7 |
) |
Dividends declared on Common
Shares and RSUs |
|
(7.9 |
) |
|
— |
|
|
(7.9 |
) |
|
— |
|
Balance at September 30,
2018 |
|
$ |
115.5 |
|
|
$ |
8.8 |
|
|
$ |
157.7 |
|
|
$ |
(51.0 |
) |
The following is a reconciliation of
Shareholders' Equity under the Going Concern Basis to net assets in
liquidation under the Liquidation Basis as of July 31, 2019.
(In millions of U.S. dollars) |
|
July 31, 2019 |
|
Total shareholders' equity as
of July 31, 2019 (Going Concern Basis) |
|
89.8 |
|
Decrease from write off of
prepaid assets |
|
(0.1 |
) |
(Decrease) increase from
liability for estimated costs in excess of estimated receipts
during liquidation: |
|
|
Reinsurance premiums receivable (1) |
|
6.0 |
|
Loss and loss adjustment expense reserves (2) |
|
(4.6 |
) |
Other assets and other liabilities (3) |
|
(2.3 |
) |
|
|
(0.9 |
) |
|
|
|
Net assets in liquidation July
31, 2019 |
|
88.8 |
|
(1)
The Company
estimated premium, net of acquisition costs, to be earned and
settled over the remaining liquidation period on in-force
reinsurance treaties to be $6.0 million;
(2) The
Company estimated future liabilities for loss and LAE reserves to
be incurred on in-force reinsurance treaties of $4.6 million;
(3)
The Company
accrued $1.7 million of investment income estimated to be earned on
collateral balances over the anticipated period of run-off. In
addition, the Company accrued $4.0 million of estimated costs to be
incurred over the remaining liquidation period from corporate
expenses and management and administrative fees.
BOOK VALUE AND FULLY CONVERTED BOOK VALUE
PER COMMON SHARE(1)Unaudited
|
|
September 30, 2019 |
|
June 30, 2019 |
|
December 31, 2018 |
|
September 30, 2018 |
Book value per share
numerator (in millions of U.S. dollars): |
|
|
|
|
|
|
|
|
[A]
Shareholders’ Equity (in millions of U.S. dollars) |
|
$ |
71.9 |
|
|
$ |
90.9 |
|
|
$ |
90.7 |
|
|
$ |
115.5 |
|
Book value per share
denominators (in thousands of shares): |
|
|
|
|
|
|
|
|
[B] Common
Shares outstanding |
|
8,775 |
|
|
8,775 |
|
|
8,767 |
|
|
8,767 |
|
Restricted Share Units outstanding |
|
27 |
|
|
27 |
|
|
17 |
|
|
17 |
|
[C] Fully
converted book value per common share denominator |
|
8,802 |
|
|
8,802 |
|
|
8,784 |
|
|
8,784 |
|
Book value per common
share [A]/[B] |
|
$ |
8.19 |
|
|
$ |
10.36 |
|
|
$ |
10.34 |
|
|
$ |
13.18 |
|
Fully converted book
value per common share [A]/[C] |
|
$ |
8.17 |
|
|
$ |
10.33 |
|
|
$ |
10.32 |
|
|
$ |
13.15 |
|
Change in fully converted book
value per common share:(2) |
|
|
|
|
|
|
|
|
From June 30, 2019 |
|
(6.3 |
)% |
|
|
|
|
|
|
From December 31, 2018 |
|
(3.3 |
)% |
|
|
|
|
|
|
From September 30, 2018 |
|
(24.1 |
)% |
|
|
|
|
|
|
(1) These
measures constitute "non-GAAP financial measures" as defined in
Regulation G. Management believes that these non-GAAP measures,
which may be defined differently by other companies, better explain
the Company's results of operations in a manner that allows for a
more complete understanding of the underlying trends in the
Company's business. However, these measures should not be viewed as
a substitute for those determined in accordance with GAAP.
(2) Computed as
the change in fully converted book value per common share plus
common dividends/special distributions declared of $1.51, $1.81 and
$1.81 during the three, nine and twelve month periods ended
September 30, 2019, respectively.
BLUE CAPITAL REINSURANCE HOLDINGS
LTD.Natural Catastrophe Risk
Management
The following discussion should be read in conjunction with the
"Risk Factors" included in Item 1A of the Company’s 2018
Form 10-K, as filed with the Securities and Exchange
Commission, in particular the risk factor entitled "Our stated
catastrophe and enterprise-wide risk management exposures are based
on estimates and judgments which are subject to significant
uncertainties."
Exposure Management The Company’s Investment and Insurance
Manager (the "Manager") monitors our net exposure to any one
catastrophe loss event in any single zone within certain broadly
defined major catastrophe zones at each treaty renewal date. The
last major treaty renewal date was January 1, 2019. Our January 1,
2019 estimated net exposures by zone were in compliance with our
underwriting guidelines. Namely, our estimated net exposure from
any one catastrophe loss event in any individual zone was at or
below 50% of our then-projected September 30, 2019
shareholders’ equity (now net assets in liquidation). These broadly
defined major catastrophe zones are defined as follows:
North America: |
|
Europe: |
|
Rest of World: |
|
|
|
|
|
U.S. - Northeast |
|
Europe |
|
Australia |
U.S. - Southeast |
|
|
|
New Zealand |
U.S. - Florida |
|
|
|
Japan |
U.S. - Gulf |
|
|
|
South America |
U.S. - New Madrid |
|
|
|
|
U.S. - Midwest |
|
|
|
|
U.S. - California |
|
|
|
|
U.S. - Hawaii |
|
|
|
|
Canada - Eastern |
|
|
|
|
Single Event LossesFor certain defined natural catastrophe
region and peril combinations, the Manager assesses the probability
and likely magnitude of losses using a combination of industry
third-party models, proprietary models and underwriting judgment.
The Manager attempts to model the estimated net impact from a
single event, taking into account contributions from property
catastrophe reinsurance (including retrocessional business),
property pro-rata reinsurance and event-linked derivative
securities, offset by the net benefit of any reinsurance or
derivative protections we purchase and the benefit of premiums.
On June 1, 2019 our estimated single event loss exposures were
within our underwriting guidelines. Namely, the estimated net
impact from any one catastrophe loss event (excluding earthquake)
at the 1 in 100 year return period for any one zone did not exceed
35% of our then-projected September 30, 2019 shareholders’
equity, and the estimated net impact from any one earthquake loss
event at the 1 in 250 year return period for any zone did not
exceed 35% of our then-projected September 30, 2019
shareholders’ equity.
Updated Single Event Loss ProjectionsThe table that follows
details our estimated net impact from single event losses as of
June 1, 2019 for selected zones at specified return periods using
industry-recognized third-party vendor models. It is important to
note that each catastrophe model we use contains its own
assumptions as to the frequency and severity of loss events, and
results may vary significantly from model to model.
Net Impact From Single Event Losses at Specified
Return Periods
|
|
Net Impact(Millions) |
|
Return Period(1) |
|
Percentage of September 30, 2019 Net Assets in
Liquidation |
U.S. - Florida hurricane |
|
$ |
13 |
|
|
1 in 100 year |
|
18% |
Japan earthquake |
|
9 |
|
|
1 in 250 year |
|
12% |
Europe windstorm |
|
8 |
|
|
1 in 100 year |
|
10% |
All other zones |
|
|
|
|
|
less than 10% |
(1) A "100-year"
return period can also be referred to as the 1.0% occurrence
exceedance probability ("OEP"), meaning there is an estimated 1.0%
chance in any given year that this level will be exceeded. A
"250-year" return period can also be referred to as the 0.4% OEP,
meaning there is an estimated 0.4% chance in any given year that
this level will be exceeded.
Our single event loss estimates represent snapshots as of the
time of such estimates. The composition of our in-force portfolio
may change materially at any time due to the acceptance of new
policies, losses incurred, the expiration of existing policies and
changes in our ceded reinsurance and derivative protections. There
were no material changes made to the composition of our in-force
portfolio from June 1, 2019 to September 30, 2019.
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