Document


UNITED STATES
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

Date of Report (Date of earliest event reported): April 30, 2019
 
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Watford Holdings Ltd.
(Exact Name of Registrant as Specified in its Charter)
Bermuda
(State or other jurisdiction
of incorporation or organization)
001-38788
(Commission File No.)
98-1155442
(I.R.S. Employer Identification Number)

Waterloo House, 1st Floor
100 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices)

(441) 278-3455
(Registrant’s telephone number, including area code)

N/A
(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)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(4)(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 April 30, 2019, Watford Holdings Ltd. issued a press release reporting its earnings for the quarter ended March 31, 2019. The press release is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01        Financial Statements and Exhibits

(d): The following exhibit is being filed herewith.

99.1        Press release dated April 30, 2019

Exhibit
Number
 
Description of Document
99.1
 

2




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.

Dated: April 30, 2019

 
WATFORD HOLDINGS LTD.
 
 
By:
/s/ Robert L. Hawley
 
Robert L. Hawley, Chief Financial Officer


3
Exhibit


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WATFORD REPORTS 2019 FIRST QUARTER RESULTS
PEMBROKE, BERMUDA -- (GLOBE NEWSWIRE)-- WATFORD HOLDINGS LTD. (“Watford” or the “Company”) (NASDAQ: WTRE) today reported a net income of $47.6 million after payment of $4.9 million of preferred dividends for the three months ended March 31, 2019, compared to a net income of $12.8 million after payment of $4.9 million of preferred dividends in the same period in 2018. The results included:
Net income available to Watford common shareholders of $47.6 million, or $2.10 per share, a 20.8% annualized return on average equity, compared to a net income of $12.8 million, or $0.56 per share, a 5.4% annualized return on average equity for the 2018 first quarter1;
Book value per common share of $41.52 at March 31, 2019, a 5.9% increase from December 31, 2018;
Combined ratio of 104.1%, comprised of a 75.9% loss ratio, a 23.3% acquisition expense ratio and a 4.9% general and administrative expense ratio, compared to a combined ratio of 101.0% for the prior year first quarter, comprised of a 71.7% loss ratio, a 25.6% acquisition expense ratio and a 3.7% general and administrative expense ratio;
Net interest income of $30.4 million, a 1.5% yield on average net assets for the 2019 first quarter, compared to net interest income of $24.1 million and a 1.2% yield on average net assets for the 2018 first quarter; and
Net investment income of $58.4 million, a 2.8% return on average net assets for the 2019 first quarter, compared to net investment income of $19.5 million and a 1.0% return on average net assets for the 2018 first quarter.
Commenting on the 2019 first quarter financial results, John Rathgeber, CEO of Watford Holdings Ltd., said:
“We are pleased to be issuing our first earnings release as a public company, marking a major milestone in the evolution of our company. Our first quarter results were quite strong and speak to both the resilience of our business model and our ongoing earnings potential: the annualized return on average equity exceeded 20% and the quarterly growth in book value per share was just under 6.0%.
We continue to expand our insurance writings while trimming some of our casualty reinsurance, which has important ramifications for both our forward-looking combined ratio and our free cash flow. There are signs of improved market conditions in many areas, which should further enhance our prospects going forward.
While a good portion of the positive result was due to unrealized investment gains, it is important to note that our net interest income was up 26% from the first quarter of 2018. Price movements creating unrealized gains and losses in investments may influence our income on a quarterly basis, but net interest income will be the major driver of our long-term book value growth.”

1 Annualized return on average equity represents net income (loss) expressed as a percentage of average common shareholders’ equity during the period. Annualized return on average equity for the three months ended March 31, 2019 and 2018 is calculated by extrapolating the quarterly return on average equity over a twelve month period. For the three month period, the average common shareholders’ equity is calculated as the average of the beginning and ending common shareholders’ equity of each quarterly period.

Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-1-



Underwriting
The following table summarizes the Company’s underwriting results on a consolidated basis:
 
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
($ in thousands)
Gross premiums written
$
186,689

 
$
213,870

 
(12.7
)%
Net premiums written
145,387

 
179,552

 
(19.0
)%
Net premiums earned
146,094

 
136,747

 
6.8
 %
Underwriting income (loss) (1)
(5,970
)
 
(1,262
)
 
(373.1
)%
 
 
 
 
 
 
 
 
 
 
 
% Point Change
Loss ratio
75.9
%
 
71.7
%
 
4.2
 %
Acquisition expense ratio
23.3
%
 
25.6
%
 
(2.3
)%
General & administrative expense ratio
4.9
%
 
3.7
%
 
1.2
 %
Combined ratio
104.1
%
 
101.0
%
 
3.1
 %
Adjusted combined ratio (2)
102.3
%
 
99.6
%
 
2.7
 %
(1) Underwriting income (loss) is a non-U.S. GAAP financial measure and is calculated as net premiums earned, less loss and loss adjustment expenses, acquisition expenses and general and administrative expenses. See “Comments on Regulation G” for further discussion, including a reconciliation of underwriting income (loss) to net income (loss) available to common shareholders.
(2) Adjusted combined ratio is a non-U.S. GAAP financial measure and is calculated by dividing the sum of loss and loss adjustment expenses, acquisition expenses and general and administrative expenses, less certain corporate expenses, by the sum of net premiums earned and other underwriting income (loss). See “Comments on Regulation G” for further discussion, including a reconciliation of our adjusted combined ratio to our combined ratio, as well as related reconciliations of our adjusted loss ratio, adjusted acquisition expense ratio and adjusted general and administrative expense ratio to our loss ratio, acquisition expense ratio and general and administrative expense ratio, respectively.
The following table shows the components of our loss and loss adjustment expenses for the three months ended March 31, 2019 and 2018:
 
Three Months Ended March 31,
 
2019
 
2018
 
Loss and Loss Adjustment Expenses
 
% of Earned Premiums
 
Loss and Loss Adjustment Expenses
 
% of Earned Premiums
 
($ in thousands)
Current year
$
110,901

 
75.9
%
 
$
97,386

 
71.3
%
Prior year development (favorable)/adverse
(51
)
 
%
 
603

 
0.4
%
Loss and loss adjustment expenses
$
110,850

 
75.9
%
 
$
97,989

 
71.7
%

Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-2-



The following table provides summary information regarding premiums written and earned by line of business:
 
Three Months Ended March 31,
 
2019
 
2018
 
($ in thousands)
Gross premiums written:
 
 
 
Casualty reinsurance
$
75,601

 
$
85,963

Other specialty reinsurance
24,298

 
64,499

Property catastrophe reinsurance
5,992

 
3,845

Insurance programs and coinsurance
80,798

 
59,563

Total
$
186,689

 
$
213,870

 
 
 
 
Net premiums written:
 
 
 
Casualty reinsurance
$
75,065

 
$
85,695

Other specialty reinsurance
23,182

 
57,538

Property catastrophe reinsurance
5,982

 
3,834

Insurance programs and coinsurance
41,158

 
32,485

Total
$
145,387

 
$
179,552

 
 
 
 
Net premiums earned:
 
 
 
Casualty reinsurance
$
63,313

 
$
67,741

Other specialty reinsurance
44,561

 
37,778

Property catastrophe reinsurance
2,971

 
2,636

Insurance programs and coinsurance
35,249

 
28,592

Total
$
146,094

 
$
136,747

Gross and net premiums written in the 2019 first quarter were 12.7% and 19.0% lower, respectively, than the 2018 first quarter. The decrease in gross and net premiums written reflected a reduction in casualty reinsurance and other specialty reinsurance premiums written in the 2019 first quarter. Net premiums earned in the 2019 first quarter were 6.8% higher compared to the 2018 first quarter. The increase in net premiums earned was driven by growth in insurance programs and the continued earning of a higher level of other specialty reinsurance premiums written in previous quarters.
The loss ratio was 75.9% in the first quarter, compared to 71.7% in the 2018 first quarter. The change in the 2019 first quarter loss ratio resulted, in part, from changes in mix of business, as the loss ratio for insurance programs is slightly higher than the loss ratio for casualty reinsurance, with a correspondingly lower acquisition cost ratio.
The 2019 first quarter loss ratio was impacted by a $1.2 million facultative property per risk loss, as well as $0.8 million of net reserve increases for prior year property catastrophe events driven by Typhoon Jebi. This compares to $0.4 million favorable catastrophe loss development in the 2018 first quarter. Across all lines, however, net loss reserve development was slightly favorable and had a negligible impact on the 2019 first quarter loss ratio. This compares to 0.4 points of net unfavorable loss reserve development in the 2018 first quarter.
The acquisition expense ratio was 23.3% in the first quarter, compared to 25.6% in the 2018 first quarter, reflecting a shift in business mix, as the Company wrote a higher proportion of direct insurance program business.


Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-3-



Investments
The following table summarizes the Company’s key investment returns on a consolidated basis:
 
Three Months Ended March 31,
 
2019
 
2018
 
($ in thousands)
Interest income
$
43,141

 
$
34,645

Investment management fees - related parties
(4,409
)
 
(4,146
)
Borrowing and miscellaneous other investment expenses
(8,298
)
 
(6,360
)
Net interest income
30,434

 
24,139

Realized gains (losses) on investments
1,282

 
(11,641
)
Unrealized gains (losses) on investments
32,438

 
9,635

Investment performance fees - related parties
(5,800
)
 
(2,597
)
Net investment income (loss)
$
58,354

 
$
19,536

 
 
 
 
Unrealized gains on investments (balance sheet)
$
32,106

 
$
51,592

Unrealized losses on investments (balance sheet)
(111,535
)
 
(36,194
)
Net unrealized gains (losses) on investments (balance sheet)
$
(79,429
)
 
$
15,398

 
 
 
 
Net interest income yield on average net assets (1)
1.5
%
 
1.2
 %
Non-investment grade portfolio (1)
1.9
%
 
1.6
 %
Investment grade portfolio (1)
0.6
%
 
0.4
 %
Net investment income return on average net assets (1)
2.8
%
 
1.0
 %
Non-investment grade portfolio (1)
3.4
%
 
1.8
 %
Investment grade portfolio (1)
1.1
%
 
(0.6
)%
 
 
 
 
Net investment income return on average total investments (2)
2.1
%
 
0.8
 %
Non-investment grade portfolio (2)
2.7
%
 
1.5
 %
Investment grade portfolio (2)
1.1
%
 
(0.6
)%
(1) Net interest income yield on average net assets and net investment income return on average net assets are calculated by dividing net interest income, and net investment income (loss), respectively, by average net assets. Net assets is calculated as the sum of total investments, accrued investment income and receivables for securities sold, less revolving credit agreement borrowings, payable for securities purchased and payable for securities sold short. For the three month period, average net assets is calculated using the averages of each quarterly period. However, for the investment grade portfolio component of these returns, revolving credit agreement borrowings are not subtracted from the net assets calculation. The separate components of these returns (non-investment grade portfolio and investment grade portfolio) are non-U.S. GAAP financial measures. See “Comments on Regulation G” for further discussion, including a reconciliation of these components of our net interest income yield on average net assets and net investment income return on average net assets.
(2) Net investment income return on average total investments is calculated by dividing net investment income by average total investments per the balance sheet. For the three month period, average total investments is calculated using the averages of each quarterly period. The separate components of these returns (non-investment grade portfolio and investment grade portfolio) are non-U.S. GAAP financial measures. See “Comments on Regulation G” for further discussion, including a reconciliation of these components of our net investment income return on average total investments.

Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-4-



The following chart shows the composition of our non-investment grade and investment grade portfolios as of March 31, 2019:
 
As of March 31, 2019
 
Non-Investment Grade
 
($ in millions)
Total non-investment grade investments
$
1,909.1

 
 
Portfolio allocation by asset class:
 
Term loans
53.6
%
Corporate bonds
20.2
%
Asset-backed securities
9.2
%
Short-term investments
7.4
%
Equities
6.5
%
Other investments
2.7
%
Mortgage-backed securities
0.4
%
 
As of March 31, 2019
 
Investment Grade
 
($ in millions)
Total investment grade investments
$
921.1

 
 
Portfolio allocation by asset class:
 
U.S. government and government agency bonds
36.7
%
Corporate bonds
17.7
%
Asset-backed securities
15.4
%
Non-U.S. government and government agency bonds
15.2
%
Short-term investments
12.4
%
Mortgage-backed securities
1.8
%
Municipal government and government agency bonds
0.8
%












Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-5-



Corporate Function and Non-Underwriting
The Company has a corporate function that includes general and administrative expenses related to corporate activities, net foreign exchange gains (losses), income tax expense and items related to the Company’s contingently redeemable preferred shares.
Preferred dividends for the 2019 first quarter were $4.9 million, compared to $4.9 million for the 2018 first quarter.
There was a net foreign exchange loss for the 2019 first quarter of $0.4 million, compared to a net foreign exchange loss for the 2018 first quarter of $1.3 million.
Conference Call
The Company will hold a conference call on Wednesday, May 1, 2019 at 1:00 p.m. Eastern time to discuss its 2019 first quarter results. A live webcast of this call will be available via the Investors section of the Company’s website at http://investors.watfordre.com. A replay of the conference call will also be available via the Investors section of the Company’s website beginning on May 2nd.
About Watford Holdings Ltd.
Watford Holdings Ltd. is a global property and casualty insurance and reinsurance company with approximately $1.2 billion in capital as of March 31, 2019, with operations in Bermuda, the United States, and Europe. Its operating subsidiaries have been assigned financial strength ratings of “A-” (Excellent) from A.M. Best and “A” from Kroll Bond Rating Agency “KBRA.”

Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-6-



CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
(Unaudited)
 
 
 
March 31,
 
December 31,
 
2019
 
2018
Assets
($ in thousands)
Investments:
 
 
 
Term loans, fair value option (Amortized cost: $1,067,676 and $1,055,664)
$
1,022,238

 
$
1,000,652

Fixed maturities, fair value option (Amortized cost: $854,510 and $972,653)
826,016

 
922,819

Short-term investments, fair value option (Cost: $256,065 and $281,959)
256,711

 
282,132

Equity securities, fair value option
58,801

 
56,638

Other investments, fair value option
51,556

 
49,762

Investments, fair value option
2,215,322

 
2,312,003

Fixed maturities, available for sale (Amortized cost: $549,176 and $397,509)
549,834

 
393,351

Equity securities, fair value through net income
65,010

 
33,013

Total investments
2,830,166

 
2,738,367

Cash and cash equivalents
56,301

 
63,529

Accrued investment income
17,346

 
19,461

Premiums receivable
252,850

 
227,301

Reinsurance recoverable on unpaid and paid losses and loss adjustment expenses
102,817

 
86,445

Prepaid reinsurance premiums
72,960

 
61,587

Deferred acquisition costs, net
80,664

 
80,858

Receivable for securities sold
62,566

 
24,507

Intangible assets
7,650

 
7,650

Funds held by reinsurers
44,638

 
44,830

Other assets
24,911

 
18,321

Total assets
$
3,552,869

 
$
3,372,856

Liabilities
 
 
 
Reserve for losses and loss adjustment expenses
$
1,104,532

 
$
1,032,760

Unearned premiums
401,838

 
390,114

Losses payable
42,929

 
24,750

Reinsurance balances payable
27,039

 
21,034

Payable for securities purchased
95,577

 
60,142

Payable for securities sold short
28,737

 
8,928

Revolving credit agreement borrowings
652,743

 
693,917

Amounts due to affiliates
8,198

 
5,888

Investment management and performance fees payable
10,483

 
3,807

Other liabilities
17,819

 
20,916

Total liabilities
$
2,389,895

 
$
2,262,256

Commitments and contingencies
 
 
 
Contingently redeemable preferred shares
221,083

 
220,992

Shareholders’ equity
 
 
 
Common shares ($0.01 par; shares authorized: 120 million; shares issued and outstanding: 22,682,875)
227

 
227

Additional paid-in capital
895,386

 
895,386

Retained earnings (deficit)
46,357

 
(1,275
)
Accumulated other comprehensive income (loss)
(79
)
 
(4,730
)
Total shareholders’ equity
941,891

 
889,608

Total liabilities, contingently redeemable preferred shares and shareholders’ equity
$
3,552,869

 
$
3,372,856


Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-7-



CONSOLIDATED STATEMENT OF INCOME (LOSS) (UNAUDITED)
 
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
 
Change QTR %
Revenues
($ in thousands)
Gross premiums written
$
186,689

 
$
213,870

 
(13
)%
Gross premiums ceded
(41,302
)
 
(34,318
)
 
20
 %
Net premiums written
145,387

 
179,552

 
(19
)%
Change in unearned premiums
707

 
(42,805
)
 
(102
)%
Net premiums earned
146,094

 
136,747

 
7
 %
Other underwriting income (loss)
592

 
701

 
(16
)%
Interest income
43,141

 
34,645

 
25
 %
Investment management fees - related parties
(4,409
)
 
(4,146
)
 
6
 %
Borrowing and miscellaneous other investment expenses
(8,298
)
 
(6,360
)
 
30
 %
Net interest income
30,434

 
24,139

 
26
 %
Realized and unrealized gains (losses) on investments
33,720

 
(2,006
)
 
(1,781
)%
Investment performance fees - related parties
(5,800
)
 
(2,597
)
 
123
 %
Net investment income (loss)
58,354

 
19,536

 
199
 %
Total revenues
205,040

 
156,984

 
31
 %
Expenses
 
 
 
 

Loss and loss adjustment expenses
(110,850
)
 
(97,989
)
 
13
 %
Acquisition expenses
(33,974
)
 
(34,963
)
 
(3
)%
General and administrative expenses
(7,240
)
 
(5,057
)
 
43
 %
Net foreign exchange gains (losses)
(437
)
 
(1,283
)
 
(66
)%
Total expenses
(152,501
)
 
(139,292
)
 
9
 %
Income (loss) before income taxes
52,539

 
17,692

 
197
 %
Income tax expense

 
(3
)
 
(100
)%
Net income (loss) before preferred dividends
52,539

 
17,689

 
197
 %
Preferred dividends
(4,907
)
 
(4,907
)
 
 %
Net income (loss) available to common shareholders
$
47,632

 
$
12,782

 
273
 %
Earnings (loss) per share:
 
 
 
 

Basic and diluted
$
2.10

 
$
0.56

 
275
 %
Weighted average number of ordinary shares used in the determination of earnings (loss) per share:
 
 
 
 

Basic and diluted
22,682,875
 
22,682,875
 
 %









Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-8-



Comments on Regulation G
Throughout this release, the Company presents its operations in the way it believes will be the most meaningful and useful to investors, analysts, rating agencies and others who use the Company’s financial information in evaluating the performance of the Company and that investors and such other persons benefit from having a consistent basis for comparison between quarters and for comparison with other companies within the industry. These measures may not, however, be comparable to similarly titled measures used by companies outside of the insurance industry. Investors are cautioned not to place undue reliance on these non-GAAP financial measures in assessing the Company’s overall financial performance.
This presentation includes the use of “underwriting income (loss)” (which is defined as net premiums earned less loss and loss adjustment expenses, acquisition expenses and general and administrative expenses), “adjusted underwriting income (loss)” (which is defined as underwriting income (loss) plus other underwriting income (loss) less certain corporate expenses), and “adjusted combined ratio” (which is calculated by dividing the sum of loss and loss adjustment expenses, acquisition expenses and general and administrative expenses, less certain corporate expenses, by the sum of net premiums earned and other underwriting income (loss)). Certain corporate expenses are generally comprised of non-recurring costs of the holding company, such as costs associated with the initial setup of subsidiaries, as well as costs associated with the ongoing operations of the holding company such as salaries of certain executives.
The presentation of underwriting income (loss), adjusted underwriting income (loss) and the adjusted combined ratio are non-GAAP financial measures as defined in Regulation G. The reconciliation of such measures to net income (loss) available to common shareholders (the most directly comparable GAAP financial measure) in accordance with Regulation G is included on the following pages of this release.
Underwriting income (loss) is useful in evaluating our underwriting performance, without regard to other underwriting income (losses), net investment income (losses), net foreign exchange gains (losses), income tax expenses and preferred dividends, and adjusted underwriting income (loss) is useful in evaluating our underwriting performance, without regard to net investment income (losses), net foreign exchange gains (losses), income tax expenses, preferred dividends and certain corporate expenses, and the adjusted combined ratio is a key indicator of our profitability, without regard to certain corporate expenses.  The Company believes that preferred dividends, income tax expense, foreign exchange gains (losses), net investment income (loss), other underwriting income (loss) and certain corporate expenses in any particular period are not indicative of the performance of, or trends in, the Company’s underwriting performance. Although preferred dividends, income tax expense, foreign exchange gains (losses), net investment income (loss) and other underwriting income (loss) are an integral part of the Company’s operations, the decision to realize investment gains or losses, the recognition of the change in the carrying value of investments accounted for using the fair value option in net realized gains or losses, and the recognition of foreign exchange gains or losses are independent of the underwriting process and result, in large part, from general economic and financial market conditions. Furthermore, certain users of the Company’s financial information believe that, for many companies, the timing of the realization of investment gains or losses is largely opportunistic. The Company believes that certain corporate expenses, due to their non-recurring nature, are not indicative of the performance of, or trends in, the Company’s business performance. Due to these reasons, the Company excludes preferred dividends, income tax expense, foreign exchange gains (losses), net investment income (loss), other underwriting income (loss) from the calculation of underwriting income (loss), and excludes preferred dividends, income tax expense, foreign exchange gains (losses), net investment income (loss) and certain corporate expenses from the calculation of adjusted underwriting income (loss) and the adjusted combined ratio.

Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-9-



The Company believes that showing underwriting income (loss), adjusted underwriting income (loss) and the adjusted combined ratio exclusive of the items referred to above reflects the underlying fundamentals of the Company’s business since the Company evaluates the performance of its business using underwriting income (loss), adjusted underwriting income (loss) and the adjusted combined ratio. The Company believes that this presentation enables investors and other users of the Company’s financial information to analyze the Company’s performance in a manner similar to how the Company’s management analyzes performance. The Company also believes that this measure follows industry practice and, therefore, allows the users of the Company’s financial information to compare the Company’s performance with its industry peer group. The Company believes that the equity analysts and certain rating agencies, which follow the Company and the insurance industry as a whole generally exclude these items from their analysis for the same reasons.
This presentation also includes the non-investment grade portfolio and investment grade portfolio components of our investment returns: “net interest income yield on average net assets” (calculated as net interest income divided by average net assets), “net investment income return on average total investments” (calculated as net investment income divided by average total investments), and “net investment income return on average net assets” (calculated as net investment income divided by average net assets). Net assets is calculated as the sum of total investments, accrued investment income and receivables for securities sold, less revolving credit agreement borrowings, payable for securities purchased and payables for securities sold short. For the three month periods, average net assets is calculated using the averages of each quarterly period. However, for the investment grade portfolio component of these returns, the impact of the revolving credit agreement borrowings is not subtracted from net interest income, net investment income (loss) or the net assets calculation.
The presentation of the separate components of our investment returns (non-investment grade portfolio and investment grade portfolio) are non-GAAP financial measures as defined in Regulation G. The reconciliation of such measures to net interest income and net investment income (loss), the most directly comparable GAAP financial measures, in accordance with Regulation G is included on the following pages of this release.
The non-investment grade portfolio and investment grade portfolio components of our investment returns (net interest income yield on average net assets, net investment income return on average net assets and on average total investments, respectively) are useful in evaluating our investment performance. The non-investment grade portfolio components of these investment returns reflect the performance of our investment strategy under HPS Investment Partners, LLC (“HPS”), which includes the use of leverage. The investment grade portfolio component of these returns reflect the performance of the investment portfolios that predominantly support our underwriting collateral.










Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-10-



The following tables presents a reconciliation of underwriting income (loss) to net income (loss) available to common shareholders, and a reconciliation of adjusted underwriting income (loss) to underwriting income (loss):
 
Three Months Ended March 31,
 
2019
 
2018
 
($ in thousands)
Net income (loss) available to common shareholders
$
47,632

 
$
12,782

Preferred dividends
4,907

 
4,907

Net income (loss) before dividends
52,539

 
17,689

Income tax expense

 
3

Net foreign exchange (gains) losses
437

 
1,283

Net investment (income) loss
(58,354
)
 
(19,536
)
Other underwriting (income) loss
(592
)
 
(701
)
Underwriting income (loss)
(5,970
)
 
(1,262
)
Certain corporate expenses
1,963

 
1,143

Other underwriting income (loss)
592

 
701

Adjusted underwriting income (loss)
$
(3,415
)
 
$
582


The adjusted combined ratio reconciles to the combined ratio for the three months ended March 31, 2019 and 2018 as follows:
 
Three Months Ended March 31,
 
2019
 
2018
 
Amount
 
Adjustment
 
As Adjusted
 
Amount
 
Adjustment
 
As Adjusted
 
($ in thousands)
Losses and loss adjustment expenses
$
110,850

 
$

 
$
110,850

 
$
97,989

 
$

 
$
97,989

Acquisition expenses
33,974

 

 
33,974

 
34,963

 

 
34,963

General & administrative expenses (1)
7,240

 
(1,963
)
 
5,277

 
5,057

 
(1,143
)
 
3,914

Net premiums earned (1)(2)
146,094

 
592

 
146,686

 
136,747

 
701

 
137,448

 
 
 
 
 
 
 
 
 
 
 
 
Loss ratio
75.9
%
 
 
 
 
 
71.7
%
 
 
 
 
Acquisition expense ratio
23.3
%
 
 
 
 
 
25.6
%
 
 
 
 
General & administrative expense ratio (1)
4.9
%
 
 
 
 
 
3.7
%
 
 
 
 
Combined ratio
104.1
%
 
 
 
 
 
101.0
%
 
 
 
 
Adjusted combined ratio
 
 
 
 
102.3
%
 
 
 
 
 
99.6
%
(1) Adjustments include certain corporate expenses, which are deducted from general and administrative expenses, and other underwriting income (loss), which is added to net premiums earned.
(2) The adjustment to net premiums earned relates to “other underwriting income” from underwriting contracts accounted for as derivatives.


Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-11-



The following table summarizes the components of our total investment return for the three months ended March 31, 2019 and 2018:
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
Non-Investment Grade
 
Investment Grade
 
Cost of
U/W Collateral (3)
 
Total
 
Non-Investment Grade
 
Investment Grade
 
Cost of
U/W Collateral (3)
 
Total
 
($ in thousands)
Interest income
$
37,339

 
$
5,802

 
$

 
$
43,141

 
$
30,878

 
$
3,767

 
$

 
$
34,645

Investment management fees - related parties
(4,071
)
 
(338
)
 

 
(4,409
)
 
(3,852
)
 
(294
)
 

 
(4,146
)
Borrowing and miscellaneous other investment expenses
(4,858
)
 
(204
)
 
(3,236
)
 
(8,298
)
 
(3,946
)
 
(135
)
 
(2,279
)
 
(6,360
)
Net interest income
28,410

 
5,260

 
(3,236
)
 
30,434

 
23,080

 
3,338

 
(2,279
)
 
24,139

Net realized gains (losses) on investments
1,319

 
(37
)
 

 
1,282

 
(9,246
)
 
(2,395
)
 

 
(11,641
)
Net unrealized gains (losses) on investments
27,625

 
4,813

 

 
32,438

 
15,163

 
(5,528
)
 

 
9,635

Investment performance fees - related parties
(5,800
)
 

 

 
(5,800
)
 
(2,597
)
 

 

 
(2,597
)
Net investment income (loss)
$
51,554

 
$
10,036

 
$
(3,236
)
 
$
58,354

 
$
26,400

 
$
(4,585
)
 
$
(2,279
)
 
$
19,536

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average total investments (1)
$
1,895,843

 
$
888,424

 
$

 
$
2,784,267

 
$
1,746,009

 
$
769,384

 
$

 
$
2,515,392

Average net assets (2)
$
1,506,245

 
$
886,927

 
$
(316,987
)
 
$
2,076,185

 
$
1,433,878

 
$
772,872

 
$
(266,366
)
 
$
1,940,384

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income yield on average net assets (2)
1.9
%
 
0.6
%
 
 
 
1.5
%
 
1.6
%
 
0.4
 %
 
 
 
1.2
%
Net investment income return on average total investments (1)
2.7
%
 
1.1
%
 
 
 
2.1
%
 
1.5
%
 
(0.6
)%
 
 
 
0.8
%
Net investment income return on average net assets (2)
3.4
%
 
1.1
%
 
(1.0
)%
 
2.8
%
 
1.8
%
 
(0.6
)%
 
(0.9
)%
 
1.0
%
(1) Net investment income return on average total investments is calculated by dividing net investment income by average total investments per the balance sheet.
(2) Net interest income yield on average net assets and net investment income return on average net assets are calculated by dividing net interest income, and net investment income (loss), respectively, by average net assets. For the non-investment grade component of investment returns and total investment returns, net assets is calculated as the sum of total investments, accrued investment income and receivables for securities sold, less total revolving credit agreement borrowings, payable for securities purchased and payable for securities sold short. However, for the investment grade portfolio component of these returns, the impact of the revolving credit agreement borrowings is not subtracted from net interest income, net investment income (loss), or the net assets calculation.
(3) The cost of underwriting collateral is calculated as the revolving credit agreement borrowing expenses for the investment grade portfolios divided by the average total revolving credit agreement borrowings for the investment grade portfolios during the period.

Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-12-



 
As of March 31, 2019
 
As of March 31, 2018
 
Non-Investment Grade
 
Investment Grade
 
Borrowings for U/W Collateral
 
Total
 
Non-Investment Grade
 
Investment Grade
 
Borrowings for U/W Collateral
 
Total
 
($ in thousands)
Average total investments - QTD
$
1,895,843

 
$
888,424

 
$

 
$
2,784,267

 
$
1,746,009

 
$
769,384

 
$

 
$
2,515,392

Average net assets - QTD
1,506,245

 
886,927

 
(316,987
)
 
2,076,185

 
1,433,878

 
772,872

 
(266,366
)
 
1,940,384

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total investments
$
1,909,095

 
$
921,071

 
$

 
$
2,830,166

 
$
1,739,961

 
$
794,608

 
$

 
$
2,534,569

Accrued Investment Income
13,300

 
4,046

 

 
17,346

 
13,701

 
3,130

 

 
16,831

Receivable for Securities Sold
62,365

 
201

 

 
62,566

 
46,968

 
600

 

 
47,568

Less: Payable for Securities Purchased
83,189

 
12,388

 

 
95,577

 
79,786

 

 

 
79,786

Less: Payable for Securities Sold Short
28,737

 

 

 
28,737

 
63,110

 

 

 
63,110

Less: Revolving credit agreement borrowings
326,256

 

 
326,487

 
652,743

 
220,798

 

 
279,315

 
500,113

Net assets
$
1,546,578

 
$
912,930

 
$
(326,487
)
 
$
2,133,021

 
$
1,436,936

 
$
798,338

 
$
(279,315
)
 
$
1,955,959

Non-investment grade borrowing ratio (1)
21.1
%
 


 


 


 
15.4
%
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains on investments
28,066

 
4,040

 

 
32,106

 
46,105

 
5,487

 

 
51,592

Unrealized losses on investments
(104,700
)
 
(6,835
)
 

 
(111,535
)
 
(25,573
)
 
(10,621
)
 

 
(36,194
)
Net unrealized gains (losses) on investments
(76,634
)
 
(2,795
)
 

 
(79,429
)
 
20,532

 
(5,134
)
 

 
15,398

(1) The non-investment grade borrowing ratio is calculated as revolving credit agreement borrowings divided by net assets.



Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-13-



Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the “PSLRA”) provides a “safe harbor” for forward-looking statements. This release or any other written or oral statements made by or on behalf of the Company may include forward-looking statements, which reflect the Company’s current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forward-looking statements. Forward-looking statements, for purposes of the PSLRA or otherwise, can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” and similar statements of a future or forward-looking nature or their negative or variations or similar terminology.
Forward-looking statements involve the Company’s current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. Important factors that could cause actual events or results to differ materially from those indicated in such statements are discussed below and elsewhere in this release, in the Company’s Registration Statement on Form S-1 (File No. 333-230080) (as amended, the “Form S-1”) filed with the Securities and Exchange Commission (the “SEC”), and in the Company’s periodic reports filed with the SEC, and include:
our limited operating history;
fluctuations in the results of our operations;
our ability to compete successfully with more established competitors;
our losses exceeding our reserves;
downgrades, potential downgrades or other negative actions by rating agencies;
our dependence on key executives and inability to attract qualified personnel, or the potential loss of Bermudian personnel as a result of Bermuda employment restrictions;
our dependence on letter of credit facilities that may not be available on commercially acceptable terms;
our potential inability to pay dividends or distributions;
our potential need for additional capital in the future and the potential unavailability of such capital to us on favorable terms or at all;
our dependence on clients’ evaluations of risks associated with such clients’ insurance underwriting;
the suspension or revocation of our subsidiaries’ insurance licenses;
Watford Holdings potentially being deemed an investment company under U.S. federal securities law;
the potential characterization of us and/or any of our subsidiaries as a passive foreign investment company (“PFIC”);
our dependence on certain subsidiaries of Arch Capital Group Ltd. (“Arch”) for services critical to our underwriting operations;
changes to our strategic relationship with Arch or the termination by Arch of any of our services agreements or quota share agreements;
our dependence on HPS and Arch Investment Management Ltd. (“AIM”) to implement our investment strategy;

Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-14-



the termination by HPS or AIM of any of our investment management agreements;
risks associated with our investment strategy being greater than those faced by competitors;
changes in the regulatory environment;
our potentially becoming subject to U.S. federal income taxation;
our potentially becoming subject to U.S. withholding and information reporting requirements under the U.S. Foreign Account Tax Compliance Act (“FATCA”) provisions; and
the other matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and other sections of the Company’s Form S-1, as well as the other factors set forth in the Company’s other documents on file with the SEC, and management’s response to any of the aforementioned factors.
All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts
Laurence Richardson (Investor Contact): lbr@watfordholdings.com


Watford Holdings Ltd.
100 Pitts Bay Road, Pembroke HM08 Bermuda
Tel: 441-278-3454 www.watfordre.com
-15-