UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): | |
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
(441 ) 278-4580
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition. |
On February 20, 2020, James River Group Holdings, Ltd. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information in this Item 2.02 and in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act unless specifically stated by the Company.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 19, 2020, Bryan Martin tendered his resignation as a director of the Company, with effect from March 3, 2020. Mr. Martin's resignation was not the result of a disagreement with the Company with respect to any matter relating to the Company's operations, policies or practices.
Item 8.01 | Other Events. |
On February 20, 2020, the Company announced that its Board of Directors declared a cash dividend of $0.30 per common share of the Company to be paid on March 31, 2020 to shareholders of record on March 16, 2020.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following Exhibit is furnished as a part of this Form 8-K:
Exhibit No. | Description | |
99.1 | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JAMES RIVER GROUP HOLDINGS, LTD.
Dated: February 20, 2020
By: /s/ Sarah C. Doran
Sarah C. Doran
Chief Financial Officer
Exhibit 99.1
JAMES RIVER ANNOUNCES FOURTH QUARTER AND YEAR END 2019 RESULTS
▪ | Fourth Quarter 2019 Net Income of $20.5 million -- $0.67 per diluted share and Adjusted Net Operating Income of $23.3 million -- $0.76 per diluted share |
▪ | 65% growth in Core (Excluding Commercial Auto) Excess and Surplus Lines ("E&S") Gross Written Premium versus the prior year quarter, and 55% growth for the full year versus the prior year |
▪ | Fourth quarter Combined Ratio of 93.8%, a 2.7 percentage point improvement over the prior year quarter |
▪ | Underwriting Profit of $13.6 million, an increase of 91%, or $6.5 million, over the prior year quarter |
▪ | Tangible Equity per Share of $18.40, an increase of 20% from year-end 2018, inclusive of dividends |
Pembroke, Bermuda, February 20, 2020 - James River Group Holdings, Ltd. ("James River" or the "Company") (NASDAQ: JRVR) today reported fourth quarter 2019 net income of $20.5 million ($0.67 per diluted share), compared to net income of $11.6 million ($0.38 per diluted share) for the fourth quarter of 2018. Adjusted net operating income for the fourth quarter of 2019 was $23.3 million ($0.76 per diluted share), compared to adjusted net operating income of $17.1 million ($0.56 per diluted share) for the same period in 2018.
Earnings Per Diluted Share | Three Months Ended December 31, | ||||||
2019 | 2018 | ||||||
Net Income | $ | 0.67 | $ | 0.38 | |||
Adjusted Net Operating Income 1 | $ | 0.76 | $ | 0.56 | |||
1. | See "Reconciliation of Non-GAAP Measures" below. |
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Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda
Mailing address l P.O. Box 1502, Hamilton HM FX, Bermuda
Tel 441.278.4580 l Fax 441.278.4588
JRVR Announces Fourth Quarter Results
Page 2
February 20, 2020
J. Adam Abram, the Company’s Chairman and Chief Executive Officer, commented, “James River had a strong quarter, generating a 93.8% combined ratio, our lowest combined ratio in three years, and $13.6 million of underwriting profit, the highest quarterly number we have reported since becoming a public company in 2014.
We have enjoyed twelve consecutive quarters of rate increases in our E&S segment. This quarter, renewal rates increased by 6.6%, which was the largest quarterly increase since the market began to improve. The strong rate environment, coupled with a 27% growth in submissions during the fourth quarter, positions us well for 2020.”
Fourth Quarter 2019 Operating Results
• | Gross written premium of $375.2 million, consisting of the following: |
Three Months Ended December 31, | ||||||||||
($ in thousands) | 2019 | 2018 | % Change | |||||||
Excess and Surplus Lines | $ | 234,449 | $ | 166,417 | 41 | % | ||||
Specialty Admitted Insurance | 94,758 | 91,238 | 4 | % | ||||||
Casualty Reinsurance | 45,963 | 37,655 | 22 | % | ||||||
$ | 375,170 | $ | 295,310 | 27 | % | |||||
• | Net written premium of $224.6 million, consisting of the following: |
Three Months Ended December 31, | ||||||||||
($ in thousands) | 2019 | 2018 | % Change | |||||||
Excess and Surplus Lines | $ | 163,614 | $ | 138,791 | 18 | % | ||||
Specialty Admitted Insurance | 15,012 | 13,513 | 11 | % | ||||||
Casualty Reinsurance | 46,004 | 37,343 | 23 | % | ||||||
$ | 224,630 | $ | 189,647 | 18 | % | |||||
• | Net earned premium of $221.1 million, consisting of the following: |
Three Months Ended December 31, | ||||||||||
($ in thousands) | 2019 | 2018 | % Change | |||||||
Excess and Surplus Lines | $ | 168,176 | $ | 145,057 | 16 | % | ||||
Specialty Admitted Insurance | 14,650 | 13,642 | 7 | % | ||||||
Casualty Reinsurance | 38,280 | 42,857 | (11 | )% | ||||||
$ | 221,106 | $ | 201,556 | 10 | % | |||||
• | The Excess and Surplus Lines segment gross written premium and net written premium increased principally due to 65% growth in core (non-commercial auto) lines gross written premium and 60% growth in core lines net written premium, as eleven out of twelve core underwriting divisions grew. The Commercial Auto division also contributed to the segment's increase in gross written premium, growing 17% over the prior year quarter, |
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JRVR Announces Fourth Quarter Results
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February 20, 2020
although this division's net written premium decreased 11% over the prior year quarter due to reinsurance on the Commercial Auto book, incepting March 1, 2019;
• | The Specialty Admitted Insurance segment gross written premium and net written premium increased as the segment added 4 new fronted programs throughout the year, growing fee income; |
• | Net earned premium in our Casualty Reinsurance segment decreased from the prior year quarter, which was in line with our expectations and is consistent with plans we put in place two years ago. Gross written premium and net written premium increased from the prior year quarter due to adjustments to premium estimates from previous underwriting years; |
• | The Company had unfavorable reserve development of $8.8 million compared to unfavorable reserve development of $5.8 million in the prior year quarter (representing a 4.0 and 2.9 percentage point increase to the Company’s loss ratio in the periods, respectively); |
• | Pre-tax (unfavorable) favorable reserve development by segment was as follows: |
Three Months Ended December 31, | |||||||
($ in thousands) | 2019 | 2018 | |||||
Excess and Surplus Lines | $ | 46 | $ | (5,781 | ) | ||
Specialty Admitted Insurance | 1,000 | 3,238 | |||||
Casualty Reinsurance | (9,802 | ) | (3,296 | ) | |||
$ | (8,756 | ) | $ | (5,839 | ) | ||
• | The Casualty Reinsurance segment's $9.8 million of unfavorable development was materially offset by commission slide adjustments of $4.6 million. The Specialty Admitted Insurance segment experienced $1.0 million of favorable development in its workers' compensation business; |
• | Group combined ratio of 93.8% versus 96.5% in the prior year quarter; |
• | Group expense ratio of 16.4% improved from 21.3% in the prior year quarter, driven by a larger portion of our consolidated net earned premium coming from the Excess and Surplus Lines segment, which has significant scale and a lower expense ratio than our other segments; a reduction to sliding scale commissions in the Casualty Reinsurance segment; increased scale in the Specialty Admitted segment coupled with higher fee income; and a reduction to the 2019 compensation bonus pools. |
• | Gross fee income by segment was as follows: |
Three Months Ended December 31, | ||||||||||
($ in thousands) | 2019 | 2018 | % Change | |||||||
Excess and Surplus Lines | $ | 1,944 | $ | 2,410 | (19 | )% | ||||
Specialty Admitted Insurance | 4,248 | 3,876 | 10 | % | ||||||
$ | 6,192 | $ | 6,286 | (1 | )% | |||||
• | Fee income in the Excess and Surplus Lines segment decreased from its level in the prior year quarter. Revenue from certain contracts that was previously recorded as fee for services revenue is now recognized as gross written premium because insurance is now a component of these contracts. Fee income in the Specialty Admitted Insurance segment increased as a result of a mix shift to fronting arrangements with higher fees; |
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JRVR Announces Fourth Quarter Results
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February 20, 2020
• | Net investment income was $20.8 million, an increase of 35% from the prior year quarter. Further details can be found in the "Investment Results" section below. |
Investment Results
Net investment income for the fourth quarter of 2019 was $20.8 million, which compares to $15.5 million for the same period in 2018. The increase resulted from a larger portfolio due to the October 2019 addition of $1.2 billion that was previously held in a collateral trust established in favor of the Company by a captive insurance company affiliate of a former insured. The funds withdrawn from the collateral trust were invested in short term U.S. Treasury securities and are included in restricted cash equivalents on the Company's consolidated balance sheet. As these assets were classified as cash equivalents, they were not included in the calculations of annualized gross investment yield on average fixed maturity, bank loan and equity securities and average duration of the fixed maturity and bank loan portfolio.
The Company’s net investment income (loss) consisted of the following:
Three Months Ended December 31, | ||||||||||
($ in thousands) | 2019 | 2018 | % Change | |||||||
Renewable Energy Investments | $ | (329 | ) | $ | 904 | - | ||||
Other Private Investments | 665 | (1,327 | ) | - | ||||||
All Other Net Investment Income | 20,472 | 15,878 | 29 | % | ||||||
Total Net Investment Income | $ | 20,808 | $ | 15,455 | 35 | % | ||||
The Company’s annualized gross investment yield on average fixed maturity, bank loan and equity securities for the three months ended December 31, 2019 was 3.7% (versus 4.1% for the three months ended December 31, 2018) and the average duration of the fixed maturity and bank loan portfolio was 3.3 years at December 31, 2019 (versus 3.4 years at December 31, 2018). Renewable energy and other private investments produced an annualized return of 2.1% for the three months ended December 31, 2019 (-2.3% for the three months ended December 31, 2018).
Taxes
Generally the Company's effective tax rate fluctuates from period to period based on the relative mix of income reported by country and the respective tax rates imposed by each tax jurisdiction. The tax rate for the three months ended December 31, 2019 and 2018 was 29.0% and 11.2%, respectively, while the tax rate for the twelve months ended December 31, 2019 and 2018 was 26.1% and 9.9%, respectively. The tax rates were elevated for the three months and twelve months ended December 31, 2019 due to increases in reserve estimates in prior accident years which did not generate significant tax benefits.
Tangible Equity
Tangible equity before dividends increased 21.8% from $489.9 million at December 31, 2018 to $596.6 million at December 31, 2019, principally due to $38.3 million of net income, $46.9 million of after tax unrealized gains in the Company's fixed income investment portfolio, $8.3 million for derecognition of a build-to-suit lease and $12.6 million of option exercise activity and stock compensation.
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JRVR Announces Fourth Quarter Results
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February 20, 2020
December 31, 2019 tangible equity of $559.8 million after dividends increased 14.3% from $489.9 million at December 31, 2018. Tangible equity per common share was $18.40 at December 31, 2019, net of $1.20 of dividends per share the Company paid during 2019. The adjusted net operating income return on average tangible equity was 7.9% for the full year 2019, which compares to 14.8% for 2018.
Capital Management
The Company announced that its Board of Directors declared a cash dividend of $0.30 per common share. This dividend is payable on Tuesday, March 31, 2020 to all shareholders of record on Monday, March 16, 2020.
Director Resignation
The Company also announced today the resignation of Bryan Martin from its Board of Directors. J. Adam Abram, the Company’s Chairman and CEO stated, "Bryan Martin has been an instrumental member of our Board of Directors for the last 12 years, and a trusted and valuable advisor and friend to the management team and the Company. His support and guidance has been a critical factor in our success, dating from our privatization in 2007 to our return to the public markets and many years of profitable growth. We will miss his counsel, and wish him all the best going forward."
"I am extremely proud of what James River has accomplished over the last 12 years and believe the Company is well-positioned to take advantage of robust opportunities," said Bryan Martin. "I'm confident that James River is prepared to continue its success as I increase my focus on my responsibilities at DE Shaw, along with other demands on my time."
Conference Call
James River Group Holdings, Ltd. will hold a conference call to discuss its fourth quarter results tomorrow, February 21, 2020, at 8:00 a.m. Eastern Time. Investors may access the conference call by dialing (877) 930-8055, Conference ID# 1553476, or via the internet by visiting www.jrgh.net and clicking on the “Investor Relations” link. Please access the website at least 15 minutes early to register and download any necessary audio software. A replay of the call will be available until 12:00 p.m. (Eastern Time) on March 22, 2020 and can be accessed by dialing (855) 859-2056 or by visiting the Company website.
Forward-Looking Statements
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. In some cases, such forward-looking statements may be identified by terms such as believe, expect, seek, may, will, intend, project, anticipate, plan, estimate, guidance or similar words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Although it is not possible to identify all of these risks and factors, they include, among others, the following: the inherent uncertainty of estimating reserves and the possibility that incurred losses may be greater than our loss and loss adjustment expense reserves; inaccurate estimates and judgments in our risk management may expose us to greater risks than intended; the potential loss of key members of our management team or key employees and our ability to attract and retain personnel; adverse economic
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JRVR Announces Fourth Quarter Results
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February 20, 2020
factors resulting in the sale of fewer policies than expected or an increase in the frequency or severity of claims, or both; a decline in our financial strength rating resulting in a reduction of new or renewal business; reliance on a select group of brokers and agents for a significant portion of our business and the impact of our potential failure to maintain such relationships; reliance on a select group of customers for a significant portion of our business and the impact of our potential failure to maintain such relationships; losses resulting from reinsurance counterparties failing to pay us on reinsurance claims, insurance companies with whom we have a fronting arrangement failing to pay us for claims, or an insured group of companies with whom we have an indemnification arrangement failing to perform their reimbursement obligations; changes in laws or government regulation, including tax or insurance law and regulations; the ongoing effect of Public Law No. 115-97, informally titled the Tax Cuts and Jobs Act, which may have a significant effect on us including, among other things, by potentially increasing our tax rate, as well as on our shareholders; in the event we do not qualify for the insurance company exception to the passive foreign investment company (“PFIC”) rules and are therefore considered a PFIC, there could be material adverse tax consequences to an investor that is subject to U.S. federal income taxation; the Company or any of its foreign subsidiaries becoming subject to U.S. federal income taxation; a failure of any of the loss limitations or exclusions we utilize to shield us from unanticipated financial losses or legal exposures, or other liabilities; losses from catastrophic events which substantially exceed our expectations and/or exceed the amount of reinsurance we have purchased to protect us from such events; potential effects on our business of emerging claim and coverage issues; exposure to credit risk, interest rate risk and other market risk in our investment portfolio; our ability to obtain reinsurance coverage at prices and on terms that allow us to transfer risk and adequately protect our company against financial loss; the potential impact of internal or external fraud, operational errors, systems malfunctions or cyber security incidents; our ability to manage our growth effectively; inadequacy of premiums we charge to compensate us for our losses incurred; failure to maintain effective internal controls in accordance with Sarbanes-Oxley Act of 2002, as amended; and changes in our financial condition, regulations or other factors that may restrict our subsidiaries’ ability to pay us dividends. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those in the forward-looking statements, is contained in our filings with the U.S. Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K filed with the SEC on February 27, 2019. These forward-looking statements speak only as of the date of this release and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Non-GAAP Financial Measures
In presenting James River Group Holdings, Ltd.’s results, management has included financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (“GAAP”). Such measures, including underwriting profit, adjusted net operating income, tangible equity, adjusted net operating return on average tangible equity (which is calculated as annualized adjusted net operating income divided by the average tangible equity for the trailing five quarters), and pre-dividend tangible equity per share, are referred to as non-GAAP measures. These non-GAAP measures may be defined or calculated differently by other companies. These measures should not be viewed as a substitute for those measures
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JRVR Announces Fourth Quarter Results
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February 20, 2020
determined in accordance with GAAP. Reconciliations of such measures to the most comparable GAAP figures are included at the end of this press release.
About James River Group Holdings, Ltd.
James River Group Holdings, Ltd. is a Bermuda-based insurance holding company which owns and operates a group of specialty insurance and reinsurance companies. The Company operates in three specialty property-casualty insurance and reinsurance segments: Excess and Surplus Lines, Specialty Admitted Insurance and Casualty Reinsurance. The A.M. Best financial strength rating for our group’s regulated insurance subsidiaries is “A” (Excellent).
Visit James River Group Holdings, Ltd. on the web at www.jrgh.net.
For more information contact:
Kevin Copeland
SVP Finance & Chief Investment Officer
Investor Relations
441-278-4573
InvestorRelations@jrgh.net
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JRVR Announces Fourth Quarter Results
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February 20, 2020
James River Group Holdings, Ltd. and Subsidiaries
Condensed Consolidated Balance Sheet Data
(Unaudited)
December 31, 2019 | December 31, 2018 | ||||||
($ in thousands, except for share data) | |||||||
ASSETS | |||||||
Invested assets: | |||||||
Fixed maturity securities, available-for-sale | $ | 1,433,626 | $ | 1,184,202 | |||
Equity securities, at fair value | 80,735 | 78,385 | |||||
Bank loan participations, held-for-investment | 260,864 | 260,972 | |||||
Short-term investments | 156,925 | 81,966 | |||||
Other invested assets | 61,210 | 72,321 | |||||
Total invested assets | 1,993,360 | 1,677,846 | |||||
Cash and cash equivalents | 206,912 | 172,457 | |||||
Restricted cash equivalents | 1,199,164 | — | |||||
Accrued investment income | 13,597 | 11,110 | |||||
Premiums receivable and agents’ balances | 369,462 | 307,899 | |||||
Reinsurance recoverable on unpaid losses | 668,045 | 467,371 | |||||
Reinsurance recoverable on paid losses | 33,221 | 18,344 | |||||
Deferred policy acquisition costs | 62,006 | 54,450 | |||||
Goodwill and intangible assets | 218,771 | 219,368 | |||||
Other assets | 259,867 | 207,931 | |||||
Total assets | $ | 5,024,405 | $ | 3,136,776 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Reserve for losses and loss adjustment expenses | $ | 2,045,506 | $ | 1,661,459 | |||
Unearned premiums | 524,377 | 386,473 | |||||
Funds held | 1,199,164 | — | |||||
Senior debt | 158,300 | 118,300 | |||||
Junior subordinated debt | 104,055 | 104,055 | |||||
Accrued expenses | 58,416 | 51,792 | |||||
Other liabilities | 156,006 | 105,456 | |||||
Total liabilities | 4,245,824 | 2,427,535 | |||||
Total shareholders’ equity | 778,581 | 709,241 | |||||
Total liabilities and shareholders’ equity | $ | 5,024,405 | $ | 3,136,776 | |||
Tangible equity (a) | $ | 559,810 | $ | 489,873 | |||
Tangible equity per common share outstanding (a) | $ | 18.40 | $ | 16.34 | |||
Total shareholders’ equity per common share outstanding | $ | 25.59 | $ | 23.65 | |||
Common shares outstanding | 30,424,391 | 29,988,460 | |||||
(a) See “Reconciliation of Non-GAAP Measures”. | |||||||
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JRVR Announces Fourth Quarter Results
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February 20, 2020
James River Group Holdings, Ltd. and Subsidiaries
Condensed Consolidated Income Statement Data
(Unaudited)
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
($ in thousands, except for share data) | |||||||||||||||
REVENUES | |||||||||||||||
Gross written premiums | $ | 375,170 | $ | 295,310 | $ | 1,470,735 | $ | 1,166,773 | |||||||
Net written premiums | 224,630 | 189,647 | 896,150 | 762,672 | |||||||||||
Net earned premiums | 221,106 | 201,556 | 823,746 | 815,398 | |||||||||||
Net investment income | 20,808 | 15,455 | 75,652 | 61,256 | |||||||||||
Net realized and unrealized losses on investments (a) | (3,250 | ) | (5,072 | ) | (2,919 | ) | (5,479 | ) | |||||||
Other income | 2,486 | 2,583 | 10,646 | 14,424 | |||||||||||
Total revenues | 241,150 | 214,522 | 907,125 | 885,599 | |||||||||||
EXPENSES | |||||||||||||||
Losses and loss adjustment expenses | 171,038 | 151,522 | 672,102 | 600,276 | |||||||||||
Other operating expenses | 38,621 | 45,321 | 170,908 | 201,035 | |||||||||||
Other expenses | — | 1,334 | 1,055 | 1,300 | |||||||||||
Interest expense | 2,510 | 3,094 | 10,596 | 11,553 | |||||||||||
Amortization of intangible assets | 150 | 150 | 597 | 597 | |||||||||||
Total expenses | 212,319 | 201,421 | 855,258 | 814,761 | |||||||||||
Income before taxes | 28,831 | 13,101 | 51,867 | 70,838 | |||||||||||
Income tax expense | 8,360 | 1,469 | 13,528 | 7,008 | |||||||||||
NET INCOME | $ | 20,471 | $ | 11,632 | $ | 38,339 | $ | 63,830 | |||||||
ADJUSTED NET OPERATING INCOME (b) | $ | 23,252 | $ | 17,056 | $ | 42,934 | $ | 70,596 | |||||||
EARNINGS PER SHARE | |||||||||||||||
Basic | $ | 0.67 | $ | 0.39 | $ | 1.27 | $ | 2.14 | |||||||
Diluted | $ | 0.67 | $ | 0.38 | $ | 1.25 | $ | 2.11 | |||||||
ADJUSTED NET OPERATING INCOME PER SHARE | |||||||||||||||
Basic | $ | 0.76 | $ | 0.57 | $ | 1.42 | $ | 2.36 | |||||||
Diluted | $ | 0.76 | $ | 0.56 | $ | 1.40 | $ | 2.33 | |||||||
Weighted-average common shares outstanding: | |||||||||||||||
Basic | 30,407,807 | 29,966,695 | 30,275,184 | 29,887,990 | |||||||||||
Diluted | 30,716,072 | 30,356,990 | 30,673,924 | 30,307,101 | |||||||||||
Cash dividends declared per common share | $ | 0.30 | $ | 0.30 | $ | 1.20 | $ | 1.20 | |||||||
Ratios: | |||||||||||||||
Loss ratio | 77.4 | % | 75.2 | % | 81.6 | % | 73.6 | % | |||||||
Expense ratio (c) | 16.4 | % | 21.3 | % | 19.6 | % | 23.0 | % | |||||||
Combined ratio | 93.8 | % | 96.5 | % | 101.2 | % | 96.6 | % | |||||||
Accident year loss ratio | 73.4 | % | 72.3 | % | 73.2 | % | 71.5 | % | |||||||
(a) Includes losses of $2.4 million and gains of $6.3 million for the change in net unrealized gains/losses on equity securities in the three and twelve months ended December 31, 2019, respectively, in accordance with ASU 2016-01 (losses of $5.3 million and $6.0 million for the respective prior year periods). | |||||||||||||||
(b) See "Reconciliation of Non-GAAP Measures". | |||||||||||||||
(c) Calculated with a numerator comprising other operating expenses less gross fee income of the Excess and Surplus Lines segment and a denominator of net earned premiums. | |||||||||||||||
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JRVR Announces Fourth Quarter Results
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February 20, 2020
James River Group Holdings, Ltd. and Subsidiaries
Segment Results
EXCESS AND SURPLUS LINES
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||
2019 | 2018 | % Change | 2019 | 2018 | % Change | ||||||||||||||||
($ in thousands) | |||||||||||||||||||||
Gross written premiums | $ | 234,449 | $ | 166,417 | 40.9 | % | $ | 922,320 | $ | 656,538 | 40.5 | % | |||||||||
Net written premiums | $ | 163,614 | $ | 138,791 | 17.9 | % | $ | 685,814 | $ | 571,098 | 20.1 | % | |||||||||
Net earned premiums | $ | 168,176 | $ | 145,057 | 15.9 | % | $ | 625,528 | $ | 555,684 | 12.6 | % | |||||||||
Losses and loss adjustment expenses | (128,137 | ) | (116,386 | ) | 10.1 | % | (528,133 | ) | (437,904 | ) | 20.6 | % | |||||||||
Underwriting expenses | (20,443 | ) | (18,555 | ) | 10.2 | % | (78,238 | ) | (74,946 | ) | 4.4 | % | |||||||||
Underwriting profit (a), (b) | $ | 19,596 | $ | 10,116 | $ | 19,157 | $ | 42,834 | |||||||||||||
Ratios: | |||||||||||||||||||||
Loss ratio | 76.2 | % | 80.2 | % | 84.4 | % | 78.8 | % | |||||||||||||
Expense ratio | 12.1 | % | 12.8 | % | 12.5 | % | 13.5 | % | |||||||||||||
Combined ratio | 88.3 | % | 93.0 | % | 96.9 | % | 92.3 | % | |||||||||||||
Accident year loss ratio | 76.2 | % | 76.2 | % | 76.2 | % | 76.1 | % | |||||||||||||
(a) See "Reconciliation of Non-GAAP Measures". | |||||||||||||||||||||
(b) Underwriting results include fee income of $1.9 million and $9.1 million for the three and twelve months ended December 31, 2019, respectively ($2.4 million and $13.9 million for the respective prior year periods). These amounts are included in “Other income” in our Condensed Consolidated Income Statements. | |||||||||||||||||||||
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JRVR Announces Fourth Quarter Results
Page 11
February 20, 2020
SPECIALTY ADMITTED INSURANCE
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||
2019 | 2018 | % Change | 2019 | 2018 | % Change | ||||||||||||||||
($ in thousands) | |||||||||||||||||||||
Gross written premiums | $ | 94,758 | $ | 91,238 | 3.9 | % | $ | 387,642 | $ | 374,346 | 3.6 | % | |||||||||
Net written premiums | $ | 15,012 | $ | 13,513 | 11.1 | % | $ | 58,637 | $ | 55,840 | 5.0 | % | |||||||||
Net earned premiums | $ | 14,650 | $ | 13,642 | 7.4 | % | $ | 54,338 | $ | 55,146 | (1.5 | )% | |||||||||
Losses and loss adjustment expenses | (9,775 | ) | (7,340 | ) | 33.2 | % | (34,860 | ) | (32,623 | ) | 6.9 | % | |||||||||
Underwriting expenses | (2,720 | ) | (3,710 | ) | (26.7 | )% | (13,565 | ) | (15,551 | ) | (12.8 | )% | |||||||||
Underwriting profit (a), (b) | $ | 2,155 | $ | 2,592 | (16.9 | )% | $ | 5,913 | $ | 6,972 | (15.2 | )% | |||||||||
Ratios: | |||||||||||||||||||||
Loss ratio | 66.7 | % | 53.8 | % | 64.2 | % | 59.2 | % | |||||||||||||
Expense ratio | 18.6 | % | 27.2 | % | 24.9 | % | 28.2 | % | |||||||||||||
Combined ratio | 85.3 | % | 81.0 | % | 89.1 | % | 87.4 | % | |||||||||||||
Accident year loss ratio | 73.5 | % | 77.5 | % | 73.8 | % | 69.2 | % | |||||||||||||
(a) See "Reconciliation of Non-GAAP Measures". | |||||||||||||||||||||
(b) Underwriting results include fee income of $4.2 million and $15.8 million for the three and twelve months ended December 31, 2019, respectively ($3.9 million and $14.8 million for the respective prior year periods). | |||||||||||||||||||||
CASUALTY REINSURANCE
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||
2019 | 2018 | % Change | 2019 | 2018 | % Change | ||||||||||||||||
($ in thousands) | |||||||||||||||||||||
Gross written premiums | $ | 45,963 | $ | 37,655 | 22.1 | % | $ | 160,773 | $ | 135,889 | 18.3 | % | |||||||||
Net written premiums | $ | 46,004 | $ | 37,343 | 23.2 | % | $ | 151,699 | $ | 135,734 | 11.8 | % | |||||||||
Net earned premiums | $ | 38,280 | $ | 42,857 | (10.7 | )% | $ | 143,880 | $ | 204,568 | (29.7 | )% | |||||||||
Losses and loss adjustment expenses | (33,126 | ) | (27,796 | ) | 19.2 | % | (109,109 | ) | (129,749 | ) | (15.9 | )% | |||||||||
Underwriting expenses | (8,254 | ) | (15,007 | ) | (45.0 | )% | (41,932 | ) | (69,716 | ) | (39.9 | )% | |||||||||
Underwriting (loss) profit (a) | $ | (3,100 | ) | $ | 54 | $ | (7,161 | ) | $ | 5,103 | |||||||||||
Ratios: | |||||||||||||||||||||
Loss ratio | 86.5 | % | 64.9 | % | 75.8 | % | 63.4 | % | |||||||||||||
Expense ratio | 21.6 | % | 35.0 | % | 29.2 | % | 34.1 | % | |||||||||||||
Combined ratio | 108.1 | % | 99.9 | % | 105.0 | % | 97.5 | % | |||||||||||||
Accident year loss ratio | 60.9 | % | 57.2 | % | 59.8 | % | 59.4 | % | |||||||||||||
(a) See "Reconciliation of Non-GAAP Measures". | |||||||||||||||||||||
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JRVR Announces Fourth Quarter Results
Page 12
February 20, 2020
RECONCILIATION OF NON-GAAP MEASURES
Underwriting Profit
The following table reconciles the underwriting profit (loss) by individual operating segment and for the entire Company to consolidated income before taxes. We believe that these measures are useful to investors in evaluating the performance of our Company and its operating segments because our objective is to consistently earn underwriting profits. We evaluate the performance of our operating segments and allocate resources based primarily on underwriting profit of operating segments. Our definition of underwriting profit of operating segments and underwriting profit may not be comparable to that of other companies.
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(in thousands) | |||||||||||||||
Underwriting profit (loss) of the operating segments: | |||||||||||||||
Excess and Surplus Lines | $ | 19,596 | $ | 10,116 | $ | 19,157 | $ | 42,834 | |||||||
Specialty Admitted Insurance | 2,155 | 2,592 | 5,913 | 6,972 | |||||||||||
Casualty Reinsurance | (3,100 | ) | 54 | (7,161 | ) | 5,103 | |||||||||
Total underwriting profit of operating segments | 18,651 | 12,762 | 17,909 | 54,909 | |||||||||||
Other operating expenses of the Corporate and Other segment | (5,023 | ) | (5,639 | ) | (27,664 | ) | (26,903 | ) | |||||||
Underwriting profit (loss) (a) | 13,628 | 7,123 | (9,755 | ) | 28,006 | ||||||||||
Net investment income | 20,808 | 15,455 | 75,652 | 61,256 | |||||||||||
Net realized and unrealized losses on investments (b) | (3,250 | ) | (5,072 | ) | (2,919 | ) | (5,479 | ) | |||||||
Other income (expenses) | 305 | (1,161 | ) | 82 | (795 | ) | |||||||||
Interest expense | (2,510 | ) | (3,094 | ) | (10,596 | ) | (11,553 | ) | |||||||
Amortization of intangible assets | (150 | ) | (150 | ) | (597 | ) | (597 | ) | |||||||
Consolidated income before taxes | $ | 28,831 | $ | 13,101 | $ | 51,867 | $ | 70,838 | |||||||
(a) Included in underwriting results for the three and twelve months ended December 31, 2019 is fee income of $6.2 million and $24.9 million, respectively ($6.3 million and $28.7 million for the respective prior year periods). | |||||||||||||||
(b) Includes losses of $2.4 million and gains of $6.3 million for the change in net unrealized gains/losses on equity securities in the three and twelve months ended December 31, 2019, respectively, in accordance with ASU 2016-01 (losses of $5.3 million and $6.0 million for the respective prior year periods). | |||||||||||||||
Adjusted Net Operating Income
We define adjusted net operating income as net income excluding net realized and unrealized gains (losses) on investments (net realized investment gains (losses) and the change in unrealized gains (losses) on equity securities per the adoption of ASU 2016-01), as well as non-operating expenses including those that relate to due diligence costs for various merger and acquisition activities, professional fees related to the filing of registration statements for the sale of our securities, costs associated with former employees and interest and other expenses on a leased building that we were previously deemed to own for accounting purposes. We use adjusted net operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Adjusted net operating income should not be viewed as a substitute for net income calculated in accordance with GAAP, and our definition of adjusted net operating income may not be comparable to that of other companies.
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JRVR Announces Fourth Quarter Results
Page 13
February 20, 2020
Our income before taxes and net income reconciles to our adjusted net operating income as follows:
Three Months Ended December 31, | |||||||||||||||
2019 | 2018 | ||||||||||||||
Income Before Taxes | Net Income | Income Before Taxes | Net Income | ||||||||||||
(in thousands) | |||||||||||||||
Income as reported | $ | 28,831 | $ | 20,471 | $ | 13,101 | $ | 11,632 | |||||||
Net realized and unrealized losses on investments (a) | 3,250 | 2,781 | 5,072 | 4,008 | |||||||||||
Other expenses | — | — | 1,134 | 896 | |||||||||||
Impairment of intangible assets | — | — | 200 | 200 | |||||||||||
Interest expense on leased building the Company is deemed to own for accounting purposes | — | — | 405 | 320 | |||||||||||
Adjusted net operating income | $ | 32,081 | $ | 23,252 | $ | 19,912 | $ | 17,056 | |||||||
Twelve Months Ended December 31, | |||||||||||||||
2019 | 2018 | ||||||||||||||
Income Before Taxes | Net Income | Income Before Taxes | Net Income | ||||||||||||
(in thousands) | |||||||||||||||
Income as reported | $ | 51,867 | $ | 38,339 | $ | 70,838 | $ | 63,830 | |||||||
Net realized and unrealized losses on investments (a) | 2,919 | 3,761 | 5,479 | 4,374 | |||||||||||
Other expenses | 1,055 | 834 | 1,100 | 941 | |||||||||||
Impairment of intangible assets | — | — | 200 | 200 | |||||||||||
Interest expense on leased building the Company was previously deemed to own for accounting purposes | — | — | 1,584 | 1,251 | |||||||||||
Adjusted net operating income | $ | 55,841 | $ | 42,934 | $ | 79,201 | $ | 70,596 | |||||||
(a) Includes losses of $2.4 million and gains of $6.3 million for the change in net unrealized gains/losses on equity securities in the three and twelve months ended December 31, 2019, respectively, in accordance with ASU 2016-01 (losses of $5.3 million and $6.0 million for the respective prior year periods). | |||||||||||||||
Tangible Equity (per Share) and Pre-Dividend Tangible Equity (per Share)
We define tangible equity as shareholders’ equity less goodwill and intangible assets (net of amortization). Our definition of tangible equity may not be comparable to that of other companies, and it should not be viewed as a substitute for shareholders’ equity calculated in accordance with GAAP. We use tangible equity internally to evaluate the strength of our balance sheet and to compare returns relative to this measure. The following table reconciles shareholders’ equity to tangible equity for December 31, 2019, September 30, 2019, and December 31, 2018 and reconciles tangible equity to tangible equity before dividends for December 31, 2019.
December 31, 2019 | September 30, 2019 | December 31, 2018 | |||||||||||||||||||||
($ in thousands, except for share data) | Equity | Equity per share | Equity | Equity per share | Equity | Equity per share | |||||||||||||||||
Shareholders' equity | $ | 778,581 | $ | 25.59 | $ | 768,969 | $ | 25.29 | $ | 709,241 | $ | 23.65 | |||||||||||
Goodwill and intangible assets | 218,771 | 7.19 | 218,921 | 7.20 | 219,368 | 7.31 | |||||||||||||||||
Tangible equity | $ | 559,810 | $ | 18.40 | $ | 550,048 | $ | 18.09 | $ | 489,873 | $ | 16.34 | |||||||||||
Dividends to shareholders for the year ended December 31, 2019 | 36,786 | 1.20 | |||||||||||||||||||||
Pre-dividend tangible equity | $ | 596,596 | $ | 19.60 | |||||||||||||||||||
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