Syncora Holdings Ltd. Announces Second Quarter 2016 Interim GAAP Consolidated Financial Results

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Sep 21, 2016, 08:15 ET

HAMILTON, Bermuda, Sept. 21, 2016 /PRNewswire/ -- Syncora Holdings Ltd. ("SHL" or the "Company"), a Bermuda holding company whose subsidiaries primarily provide financial guarantee insurance and reinsurance, today reported results for the six months ended June 30, 2016.

Syncora Holdings Ltd.
Summary Results of Consolidated Operations (Unaudited)
Six Months Ended June 30, 2016 and 2015
(U.S. dollars in millions, except per share amounts)
				2016		2015

Net premiums earned			$	26.5	$	29.0
Net investment income				23.2		20.7
Net (loss) on insurance cash flow certificates				(31.9)		(11.0)
Net (loss) earnings on credit default and other swap contracts				(28.4)		121.8
Net recoveries (losses) and loss adjustment expenses				91.4		(30.8)
Operating expenses				(44.2)		(38.9)
Net income attributable to controlling interest			$	8.5		$74.0
GAAP earnings per common share			$	0.15	$	2.80

Non-GAAP operating income (loss) ⁽¹⁾			$	76.4	$	(11.9)
Non-GAAP operating income (loss) per common share ⁽¹⁾			$	1.36	$	(0.21)

		As of		As of		As of
		June 30, 2016		June 30, 2016		December 31, 2015
		(Pro Forma) ⁽²⁾		(Actual)		(Actual)
Adjusted Book Value ⁽¹⁾	$	542.2	$	345.1	$	283.3
Common shares outstanding at end of period	$	86.6	$	56.3	$	56.3
Adjusted Book Value per common share ⁽¹⁾	$	6.26	$	6.13	$	5.03

(1) Non-GAAP operating Income (loss) and Adjusted Book Value are non-GAAP financial measures that exclude (or include) amounts that are included in (or excluded from) total Syncora Holdings Ltd. net income and common shareholders' equity, respectively, which are presented in accordance with GAAP. See below for reconciliations between GAAP and Non-GAAP financial measures.

(2) Pro forma amounts give effect to the August 12, 2016 restructuring transactions as if they had occurred on June 30, 2016.

Second Quarter Results

Consolidated Statements of Operations

Net premiums earned were $26.5 million for the six months ended June 30, 2016, as compared to $29.0 million for the six months ended June 30, 2015. The decline resulted primarily from the orderly run-off of the insured portfolio. Total premium accelerations were $7.8 million for the six months ended June 30, 2016 (as compared to $6.7 million for the six months ended June 30, 2015) as a result of refundings and the Company's remediation activities.

Net recoveries (losses) and loss adjustment expenses were $91.4 million for the six months ended June 30, 2016, as compared to $(30.8) million for the six months ended June 30, 2015. The increase was primarily due to (1) the remediation of an insured obligation related to a structured single risk credit, which reduced the related insurance exposure to zero and materially reduced the Company's reserves, (2) the settlement of a dispute with an RMBS originator on July 13, 2016 in relation to an insured RMBS-related transaction that was not the subject of litigation, in return for a cash payment of $40.0 million, (3) lower incurred losses on Puerto Rico-related exposures as a result of remediation activities and (4) positive RMBS developments as compared to the prior period which also resulted in the increase to net (loss) on insurance cash flow certificates. Net (loss) on insurance cash flow certificates represents future cash flow receipts from certain insurance claim payments the Company anticipates making on policies that have been remediated.

Net (loss) earnings on credit default and other swap contracts was $(28.4) million for the six months ended June 30, 2016, as compared to $121.8 million in 2015. The decrease was primarily due to collateral spread widening on the underlying reference obligations, as well as from yield curve and the Company's non-performance risk spread tightening.

Operating expenses were $(44.2) million for the six months ended June 30, 2016, as compared to $(38.9) million for the six months ended June 30, 2015. The increase was primarily due to additional operating expenses incurred in connection with the restructuring transactions which were completed on August 12, 2016.

Consolidated Balance Sheets

Total assets increased by $7.7 million from $2,625.7 million as of December 31, 2015 to $2,633.4 million as of June 30, 2016 primarily due to a recoverable from the $40.0 million settlement of a dispute with an RMBS originator as discussed above, partially offset by lower receivables on insurance cash flow certificates primarily as a result of positive RMBS developments.

Total liabilities decreased by $27.7 million from $2,110.4 million as of December 31, 2015 to $2,082.7 million as of June 30, 2016. The decrease resulted primarily from the remediation of an insured obligation related to a structured single risk credit and lower unpaid losses primarily due to RMBS positive developments as discussed above, the settlement of a dispute related to our guarantee of certain interest rate swaps issued with respect to the City of Detroit, and lower unearned premium revenue from the continued run-off of our insured portfolio. These were partially offset by higher credit default and other swap contract liabilities due to collateral spread widening, as well as from yield curve and non-performance risk spread tightening, incurred losses on Puerto Rico General Obligation bond exposures, and the continued accrual of interest on Syncora Guarantee Inc.'s surplus notes.

Syncora Holdings Ltd.
Consolidated Statements of Operations (Unaudited)
Six Months Ended June 30, 2016 and 2015
(U.S. dollars in thousands)
				2016	2015
Revenues
	Net premiums earned			$ 26,467	$ 29,047
	Net investment income			23,178	20,702
	Net realized (losses) gains on investments			(12,103)	(902)
	Net (loss) earnings on insurance cash flow certificates			(31,936)	(10,988)
	Toll revenue			13,814	12,316
	Fees and other income			4,400	6,615
	Net (loss) earnings on credit default and other swap contracts			(28,367)	121,770
	Net change in fair value of consolidated variable interest entities			11,219	6,506
			Total revenues	6,672	185,066

	Expenses
		Net (recoveries) losses and loss adjustment expenses		(91,351)	30,818
		Amortization of deferred acquisition costs, net		3,923	3,898
		Realized loss on interest rate derivative instrument		499	1,809
		Interest expense, including accretion of $15,316 and $11,695		40,148	34,691
		Operating expenses		44,178	38,909
			Total expenses	(2,603)	110,125

	Income before income tax expense			9,275	74,941
		Income tax expense		723	937
	Net income			8,552	74,004
	Net income attributable to non-controlling interest			92	-
	Net income attributable to controlling interest			$ 8,460	$ 74,004

Syncora Holdings Ltd.
Consolidated Balance Sheets
June 30, 2016 (Unaudited) and December 31, 2015
(U.S. dollars in thousands)
			2016	2016	2015
			(Pro Forma)*	(Actual)	(Actual)
ASSETS
Debt securities, available-for-sale, at fair value			$ 1,427,409	$ 1,427,409	$ 1,355,985
Other invested assets, at fair value			68,169	68,169	57,470
Cash and cash equivalents			116,934	171,934	245,743
	Total cash and invested assets		1,612,512	1,667,512	1,659,198
Restricted cash and cash equivalents			17,897	17,897	26,101
Accrued investment income			12,238	12,238	8,317
Deferred acquisition costs, net			50,320	50,320	54,243
Premiums receivable			127,573	127,573	133,516
Salvage and subrogation recoverable			134,829	134,829	87,829
Receivables on insurance cash flow certificates, net			277,245	277,245	314,412
Property and equipment, net			49,696	49,696	50,781
Leasehold rights and other definite-lived intangible assets, net			19,843	19,843	21,544
Toll rights and other indefinite-lived intangible assets, net			97,726	97,726	97,726
Other assets			54,068	54,068	46,437
Assets of consolidated variable interest entities, at fair value			124,466	124,466	125,608
		Total assets	$ 2,578,413	$ 2,633,413	$ 2,625,712


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
	Unpaid losses and loss adjustment expenses		$ 929,459	$ 929,459	$ 1,007,186
	Unearned premium revenue		345,671	345,671	366,821
	Credit default and other swap contracts, at fair value		130,238	130,238	97,962
	Notes payable (par value: $685,551 (pro forma), $719,142 (actual))		389,462	381,554	366,237
	Accrued interest on notes payable		101,474	154,424	129,592
	Reinsurance premiums payable		13,493	13,493	15,239
	Accounts payable, accrued expenses and other liabilities		47,625	47,625	42,452
	Pension and other post-retirement liabilities		11,322	11,322	11,200
	Liabilities of consolidated variable interest entities, at fair value		68,896	68,896	73,726
		Total liabilities	2,037,640	2,082,682	2,110,415

Shareholders' equity
	Non-controlling interest in subsidiary - Series B perpetual
	non-cumulative preferred shares of Syncora Guarantee Inc.		13,453	13,453	13,453

	Non-controlling interest in consolidated entity		2,984	2,984	3,146

	Series A perpetual non-cumulative preferred shares and
	additional paid-in-capital		-	163,162	163,162
	Common shares and additional paid-in-capital		2,716,220	2,678,346	2,678,346
	Accumulated deficit		(2,219,426)	(2,334,756)	(2,343,216)
	Accumulated other comprehensive income		27,542	27,542	406
		Total Syncora Holdings Ltd. common shareholders' equity	524,336	371,132	335,536
		Total Syncora Holdings Ltd. shareholders' equity	524,336	534,294	498,698
		Total shareholders' equity	540,773	550,731	515,297
		Total liabilities and shareholders' equity	$ 2,578,413	$ 2,633,413	$ 2,625,712


*Pro forma amounts give effect to the August 12, 2016 restructuring transactions as if they had occurred on June 30, 2016.

Non-GAAP Financial Measures

This earnings release references Non-GAAP operating income (loss) and adjusted book value ("Adjusted Book Value"), financial measures that are not calculated in accordance with GAAP. A Non-GAAP financial measure is a numerical measure of financial performance or financial position that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. While the Company does not manage its business or measure its performance using Non-GAAP measures, we are presenting these Non-GAAP financial measures because they provide greater transparency and enhanced visibility into the underlying performance of our business and the effect of certain items that the Company believes will reverse from GAAP book value over time. In addition, we have included these measures because we believe they provide investors with important additional information to compare the Company to other financial guarantors. Non-GAAP operating income (loss) and Adjusted Book Value as calculated do not consider timing or amounts, if any, of payment on SGI's surplus notes which would require NYDFS approval, dividend restrictions under New York Insurance Law applicable to the insurance subsidiaries and contractual constraints with respect to any dividend payment. Reference should be made to Note 20 in the most recently issued consolidated GAAP financial statements. In addition, because other financial guarantors may calculate Non-GAAP operating income (loss) and Adjusted Book Value or similarly titled measures differently, or may not be subject to the restrictions noted above, Non-GAAP operating income (loss) and Adjusted Book Value may not necessarily be comparable to similarly titled measures reported by other financial guarantors. Non-GAAP operating income (loss) and Adjusted Book Value are not substitutes for the most directly comparable GAAP measure, should not be viewed in isolation and may be subject to change.

The following table reconciles GAAP earnings attributable to common shareholders of Syncora Holdings Ltd. to Non-GAAP operating income attributable to common shareholders of Syncora Holdings Ltd.:


Syncora Holdings Ltd.
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Operating Income (Loss)
(in millions)

	Six Months Ended June 30,
	2016	2015

GAAP net income	$ 8.5	$ 74.0

Gain on transfer of Series A perpetual non-cumulative
preference shares	-	83.4
GAAP earnings attributable to common shareholders of
Syncora Holdings Ltd.	$ 8.5	$ 157.4

GAAP net income	$ 8.5	$ 74.0

Pre-tax adjustments:

Effect of consolidating VIEs ⁽¹⁾	(4.8)	12.5

Non-credit impairment of net realized and unrealized fair value (gains) and losses on credit derivatives ⁽²⁾	38.1	(111.0)

Surplus note accretion ⁽³⁾	15.3	11.7

Net realized (gains) and losses on investments ⁽⁴⁾	12.8	0.9

Non-recurring transaction related expenses ⁽⁵⁾	6.4	-

Total pre-tax adjustments	67.9	(85.9)

Less tax effect on pre-tax adjustments ⁽⁶⁾	-	-
Non-GAAP operating income (loss)	$ 76.4	$ (11.9)

Basic and diluted common shares	56.3	56.3

GAAP earnings per common share	$ 0.15	$ 2.80

Non-GAAP operating income per common share	$ 1.36	$ (0.21)

Non-GAAP operating income (loss) adjustments:

Elimination of the effects of consolidating VIEs. GAAP requires the Company to consolidate certain VIEs that (a) have issued debt obligations that are insured and controlled by the Company and (b) were designed to effectively defease or, in-substance, commute the Company's exposure on certain of its other financial guaranty insurance policies. Excluding the effects of consolidating VIEs presents all financial guaranty contracts and remediation transactions on a more consistent basis of accounting, whether or not GAAP requires consolidation.
Elimination of non-credit impairment net realized and unrealized fair value (gains) and losses on credit derivatives in excess of the present value of the expected estimated economic credit losses, and non-economic payments. The fair value adjustments on derivative financial instruments are heavily influenced by, and fluctuate, in part according to, market interest rates, credit spreads and other factors that management cannot control or predict and that are not expected to result in an economic gain or loss. In addition, this adjustment presents all financial guaranty contracts on a more consistent basis of accounting, whether or not they are subject to derivative accounting rules.
Elimination of surplus note accretion as the full face amount of the surplus notes (including interest paid-in-kind) is included in the Adjusted Book Value calculation.
Elimination of realized gains (losses) on the Company's investments, except for gains and losses on investments for which the fair value option of accounting was elected. The timing of realized gains and losses, which depends largely on market credit cycles, can vary considerably across periods. The timing of sales is largely subject to the Company's discretion and influenced by market opportunities, as well as the Company's tax and capital profile.
Elimination of expenses associated with the surplus note exchange offer and proxy solicitation for the variation of rights to the SHL Preferred Shares, which were part of Syncora Holdings US Inc.'s ("SHI") restructuring transactions completed on August 12, 2016. The elimination of such non-recurring, infrequent or unusual items presents expenses on a more consistent basis of accounting.
Elimination of the tax effects related to the above adjustments. SHI has a significant tax NOL that is offset by a full valuation allowance in the GAAP consolidated financial statements. As a result, for purposes of non-GAAP measures, we utilize a 0% effective tax rate until the expiration of these NOL's.

The following table reconciles GAAP common shareholders' equity to Adjusted Book Value:

Syncora Holdings Ltd.
Reconciliation of GAAP Common Shareholders' Equity to
Adjusted Book Value
(in millions)

	As of June 30,	As of June 30,	As of December 31,
	2016	2016	2015
	(Pro forma)*	(Actual)	(Actual)

GAAP common shareholders' equity	$ 524.3	$ 371.1	$ 335.5

Series A preferred stock ⁽¹⁾	-	(2.3)	(2.3)

Series B preferred stock ⁽¹⁾	(121.0)	(121.0)	(121.0)

Adjusted GAAP common shareholders' equity	$ 403.3	$ 247.8	$ 212.2

Pre-tax adjustments:

Deferred acquisition costs ⁽²⁾	(50.3)	(50.3)	(54.2)

Effect of deconsolidating VIEs ⁽³⁾	66.3	66.3	69.9

Net credit derivative liability ⁽⁴⁾	91.4	91.4	53.4

Net present value of estimated net future credit derivative
revenue ⁽⁵⁾	78.3	78.3	80.9

Net unearned premium reserve on financial guaranty contracts in excess of expected loss to be expensed ⁽⁶⁾	306.3	306.3	317.7

Notes payable ⁽⁷⁾	(295.9)	(337.5)	(352.9)

Unrealized gains on investments ⁽⁸⁾	(41.6)	(41.6)	(15.8)

Taxes ⁽⁹⁾	(15.6)	(15.6)	(27.9)

Adjusted Book Value	$ 542.2	$ 345.1	$ 283.3

Common shares outstanding at end of the period	86.6	56.3	56.3

Book value per common share	$ 4.66	$ 4.40	$ 3.77

Adjusted book value per common share	$ 6.26	$ 6.13	$ 5.03


*Pro forma amounts give effect to the August 12, 2016 restructuring transactions as if they had occurred on June 30, 2016.

Adjusted Book Value adjustments:

Addition of the excess of the outstanding liquidation preference of the SHL Series A perpetual non-cumulative preferred shares and the SGI Series B non-cumulative preferred shares over their carrying values. Including the SHL Series A perpetual non-cumulative preferred shares and the SGI Series B non-cumulative preferred shares at their outstanding liquidation value (which, for the SGI Series B, is net of the shares received in connection with our 2012 settlement with Countrywide, Bank of America Corp.) instead of their carrying value is more in line with the residual value to common shareholders.
Elimination of pre-tax deferred acquisition costs as these amounts represent net deferred expenses that have already been paid and will be expensed in future accounting periods.
Elimination of the effects of consolidating VIEs, as GAAP requires the Company to consolidate certain VIEs that (a) have issued debt obligations that are insured and controlled by the Company and (b) were designed to effectively defease or, in-substance, commute the Company's exposure on certain of its other financial guaranty insurance policies. Excluding the effects of consolidating VIEs presents all financial guaranty contracts and remediation transactions on a more consistent basis of accounting, whether or not GAAP requires consolidation.
Elimination of the consolidated net credit derivative liability which represents an estimate of the fair value of the Company's guarantees issued as CDS contracts in excess of the present value of the expected losses. By excluding the net credit derivative liability, this metric eliminates the benefit to our shareholders' equity embedded therein from the Company's non-performance risk, which reflects the market's view of the risk that the Company will not be able to financially honor its obligations as they become due. The fair value adjustments on derivative financial instruments are heavily influenced by, and fluctuate, in part according to, market interest rates, credit spreads and other factors that management cannot control or predict and that are not expected to result in an economic gain or loss. In addition, by including our best estimate of losses we expect to incur on our CDS contracts if we were to hold such CDS contracts to maturity and pay claims as they arise over the remaining life of such contracts, the metric presents our guarantees of insurance and derivatives on a consistent basis, which results in a more meaningful measure of our value.
Addition of the pre-tax net present value of estimated net future credit derivative revenues. Including the net present value of estimated net future credit derivative revenues enables an evaluation of the value of future estimated credit derivative revenue for which there is no corresponding GAAP financial measure.
Addition of the pre-tax value of the unearned premium reserve on financial guaranty contracts in excess of expected losses to be expensed on an individual policy level, net of reinsurance as the unearned premium reserve on financial guaranty contracts represents revenues that are expected to be earned in the future.
Addition to the full face amount, in excess of the carrying amount, of the surplus notes payable held by third parties (including interest paid-in-kind), as including the full face amount of the surplus notes is consistent with the treatment of these instruments as debt.
Elimination of the pre-tax unrealized gains (losses) on the Company's investments that are recorded as a component of accumulated other comprehensive income ("AOCI"), excluding the effects of foreign exchange. The effects of the AOCI component of the fair value adjustment on investments is not deemed economic as the Company generally holds such investments to maturity and therefore the Company should not recognize an economic gain or loss.
Elimination of the tax effects related to the above adjustments. SHI has a significant tax NOL that is offset by a full valuation allowance in the GAAP consolidated financial statements. As a result, for purposes of Non-GAAP measures, we utilize a 0% effective tax rate until the expiration of these NOL's.

Selected Statutory-Basis Financial Data

			Syncora Guarantee Inc.				Syncora Capital Assurance Inc.
($ In Millions)			As of				As of
			June 30, 2016 ¹		December 31, 2015 ²		June 30, 2016 ³		December 31, 2015 ⁴
Claims paying resources
	Policyholders' surplus		$	1,151	$	1,087	$	204	$	192
	Contingency reserve			87		85		42		62
		Qualified statutory capital		1,238		1,172		246		254
	Unearned premium revenue			109		111		150		163
	Loss & loss adjustment expense reserves			109		157		78		88
		Total policyholders' surplus & reserves		1,456		1,440		474		506
	NPVFIP ⁽⁵⁾			39		41		86		93
		Total claims paying resources	$	1,495	$	1,481	$	559	$	599


	Net par outstanding		$	6,023	$	6,634	$	18,626	$	21,735
	Leverage ratio (Net par outstanding/Total claims
		paying resources)		4.0		4.5		33.3		36.3
	Below Investment Grade (BIG) net par outstanding ⁽⁶⁾			1,824		1,622		1,298		1,493
	BIG Leverage ratio (BIG net par outstanding/Total claims
	paying resources)			1.22		1.10		2.32		2.49

1. As of June 30, 2016, the reported loss and loss adjustment expense reserves excludes the recoverable benefit of six structured single risk credits ($195.4 million).

2. As of December 31, 2015, the reported loss and loss adjustment expense reserves excludes the recoverable benefit of five structured single risk credits ($202.7 million).

3. As of June 30, 2016, the reported loss and loss adjustment expense reserves excludes the recoverable benefit of a public finance credit ($39.4 million).

4. As of December 31, 2015, the reported loss and loss adjustment expense reserves excludes the recoverable benefit of a public finance credit ($47.7 million).

5. Net Present Value of Future Installment Premiums. Estimated installment premiums written on insurance policies and credit derivative contracts anticipated to be earned in future periods on policies in force, reduced by planned cessions to reinsurers, plus associated ceding commissions received from reinsurers, discounted at 7%. NPVFIP is a management estimate which can be negatively affected by prepayments, early terminations, credit losses or other factors.

6. Based on Syncora's internal ratings - Internal ratings are provided solely to indicate the underlying credit quality of guaranteed obligations based on the Company's view, before giving effect to the guarantee. The Company's rating symbology has a one-to-one correspondence to the ratings symbologies used by S&P and Moody's (e.g., aa3 = AA- = Aa3, bbb2 = BBB = Baa2, etc.) except in the cases of loss reserve credits. For these credits, the Company assigns "d" ratings to insured transactions where the transaction has resulted in a paid claim and a loss reserve has been established. "c" ratings are assigned for insured transactions where a future claim is expected but recovery is in doubt and a loss reserve has been established.

About Syncora Holdings Ltd.

Syncora Holdings Ltd. (OTC: SYCRF) is a Bermuda-domiciled holding company. Syncora Guarantee Inc. and Syncora Capital Assurance Inc. are wholly-owned subsidiaries of Syncora Holdings Ltd.

Contact
Michael Corbally
1-212-478-3400
[email protected]

Important Information

This press release contains statements about future results, plans and events that may constitute "forward-looking" statements within the meaning of the U.S. federal securities laws. The Company cautions you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "comfortable with," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control. These risks and uncertainties include, but are not limited to, the factors described in the Company's historical filings with the NYDFS, and in the Company's, Syncora Guarantee Inc.'s and Syncora Capital Assurance Inc.'s GAAP and statutory financial statements, as applicable, posted on its website at www.syncora.com. Readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made.

SOURCE Syncora Holdings Ltd.

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