UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number: 001-32307
Primus Guaranty, Ltd.
(Exact name of registrant as specified in its charter)
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Bermuda
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98-0402357
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(Address of principal executive offices, including zip code)
441-296-0519
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes
þ
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non- accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
As of August 5, 2011, the number of shares outstanding of the issuers common shares, $0.08 par
value, was 37,144,073.
Primus Guaranty, Ltd.
Form 10-Q
For the quarterly period ended June 30, 2011
INDEX
2
Part I. Financial Information
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Item 1.
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Financial Statements
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Primus Guaranty, Ltd.
Condensed Consolidated
Statements of Financial Condition
(Unaudited)
(in thousands except share amounts)
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June 30,
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December 31,
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2011
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2010
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Assets
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Cash and cash equivalents
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$
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115,516
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$
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177,736
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Investments (includes $335,856 and $288,815 at fair value as
of June 30, 2011 and December 31, 2010, respectively)
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336,027
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288,985
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Restricted cash and investments
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135,080
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138,540
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Accrued interest and premiums
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5,632
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5,860
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Unrealized gain on credit swaps, at fair value
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2,396
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2,006
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Debt issuance costs, net
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3,865
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4,072
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Other assets (includes $9,605 and $11,559 at fair value as of
June 30, 2011 and December 31, 2010, respectively)
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12,840
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17,660
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Total assets
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$
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611,356
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$
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634,859
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Liabilities and Equity
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Liabilities
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Accounts payable and accrued expenses
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$
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4,401
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$
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8,701
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Unrealized loss on credit swaps, at fair value
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255,364
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395,164
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Payable for credit events
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2,531
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3,447
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Long-term debt
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202,688
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215,828
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Restructuring liabilities
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61
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3,729
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Other liabilities
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3,440
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6,025
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Total liabilities
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468,485
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632,894
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Commitments and contingencies
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Equity (deficit)
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Common shares, $0.08 par value, 62,500,000 shares authorized,
37,239,493 and 38,078,790 shares issued and outstanding at
June 30, 2011 and December 31, 2010, respectively
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2,978
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3,046
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Additional paid-in capital
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272,069
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275,453
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Accumulated other comprehensive income
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4,810
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3,333
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Retained earnings (deficit)
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(227,132
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)
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(372,969
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)
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Total shareholders equity (deficit) of Primus Guaranty, Ltd
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52,725
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(91,137
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)
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Preferred securities of subsidiary
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90,146
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93,102
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Total equity
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142,871
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1,965
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Total liabilities and equity
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$
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611,356
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$
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634,859
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See accompanying notes.
3
Primus Guaranty, Ltd.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands except per share amounts)
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2011
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2010
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2011
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2010
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Revenues
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Net credit swap revenue (loss)
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$
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61,009
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$
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(189,708
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)
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$
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147,107
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$
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(102,178
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)
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Interest income
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2,569
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3,541
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5,180
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6,240
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Gain on retirement of long-term debt
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2,676
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2,760
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7,433
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Other income (loss)
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321
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(51
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)
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618
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132
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Total revenues
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63,899
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(183,542
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)
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155,665
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(88,373
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)
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Expenses
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Compensation and employee benefits
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1,570
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4,546
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3,692
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9,126
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Professional and legal fees
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674
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2,178
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1,496
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3,663
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Interest expense
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1,546
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1,737
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3,113
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3,606
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Other
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1,077
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1,777
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2,393
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3,500
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Total expenses
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4,867
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10,238
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10,694
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19,895
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Income (loss) from continuing operations before
provision (benefit) for income taxes
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59,032
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(193,780
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)
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144,971
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(108,268
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)
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Provision (benefit) for income taxes
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1
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(113
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)
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11
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27
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Income (loss) from continuing operations, net of
tax
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59,031
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(193,667
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)
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144,960
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(108,295
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)
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Income (loss) from discontinued operations, net of
tax
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2,808
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(119,937
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)
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2,538
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(28,386
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)
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Net income (loss)
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61,839
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(313,604
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)
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147,498
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(136,681
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)
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Less:
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Distributions on preferred securities of subsidiary
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702
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724
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1,661
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1,712
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Net loss from discontinued operations attributable
to non-parent interests in CLOs
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(125,934
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)
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(36,521
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)
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Net income (loss) available to common shares
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$
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61,137
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$
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(188,394
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)
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$
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145,837
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$
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(101,872
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)
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|
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Income (loss) per common share:
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|
|
|
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|
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Basic:
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Income (loss) from continuing operations
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$
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1.55
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$
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(5.00
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)
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$
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3.78
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|
|
$
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(2.84
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)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
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|
$
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0.08
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|
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$
|
0.16
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|
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$
|
0.07
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|
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$
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0.21
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|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) available to common shares
|
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$
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1.63
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|
$
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(4.84
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)
|
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$
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3.85
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$
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(2.63
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)
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|
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Diluted:
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Income (loss) from continuing operations
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|
$
|
1.55
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|
|
$
|
(5.00
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)
|
|
$
|
3.76
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|
|
$
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(2.84
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
$
|
0.07
|
|
|
$
|
0.16
|
|
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) available to common shares
|
|
$
|
1.62
|
|
|
$
|
(4.84
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)
|
|
$
|
3.83
|
|
|
$
|
(2.63
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic
|
|
|
37,638
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|
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|
38,903
|
|
|
|
37,881
|
|
|
|
38,795
|
|
Diluted
|
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|
37,837
|
|
|
|
38,903
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|
|
|
38,124
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|
|
|
38,795
|
|
See accompanying notes.
4
Primus Guaranty, Ltd.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
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|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net income (loss) available to common shares
|
|
$
|
145,837
|
|
|
$
|
(101,872
|
)
|
Net loss attributable to non-parent interests in CLOs
|
|
|
|
|
|
|
(36,521
|
)
|
Distributions on preferred securities of subsidiary
|
|
|
1,661
|
|
|
|
1,712
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
147,498
|
|
|
|
(136,681
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Non-cash items included in net income (loss):
|
|
|
|
|
|
|
|
|
Net unrealized losses on CLO loans and securities
|
|
|
|
|
|
|
6,366
|
|
Net unrealized losses on CLO notes
|
|
|
|
|
|
|
92,558
|
|
Net realized gains by the CLOs
|
|
|
|
|
|
|
(42,580
|
)
|
Net unrealized (gains) losses on credit swaps
|
|
|
(140,190
|
)
|
|
|
67,712
|
|
Gain on retirement of long-term debt
|
|
|
(2,760
|
)
|
|
|
(7,433
|
)
|
Other
|
|
|
3,019
|
|
|
|
2,336
|
|
Increase (decrease) in cash resulting from changes in:
|
|
|
|
|
|
|
|
|
CLO cash and cash equivalents
|
|
|
|
|
|
|
(25,219
|
)
|
CLO other assets
|
|
|
|
|
|
|
(16,261
|
)
|
CLO other liabilities
|
|
|
|
|
|
|
46,444
|
|
Proceeds from sale of CLO loans and securities
|
|
|
|
|
|
|
525,125
|
|
Purchases of CLO loans and securities
|
|
|
|
|
|
|
(514,785
|
)
|
Restricted cash
|
|
|
(2,010
|
)
|
|
|
(1,992
|
)
|
Accrued interest and premiums
|
|
|
228
|
|
|
|
(652
|
)
|
Other assets
|
|
|
3,654
|
|
|
|
(446
|
)
|
Trading account assets
|
|
|
|
|
|
|
(53,346
|
)
|
Accounts payable and accrued expenses
|
|
|
(3,405
|
)
|
|
|
(3,260
|
)
|
Payable for credit events
|
|
|
(916
|
)
|
|
|
(23,964
|
)
|
Restructuring liabilities
|
|
|
(3,668
|
)
|
|
|
|
|
Other liabilities
|
|
|
(1,510
|
)
|
|
|
24,680
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(60
|
)
|
|
|
(61,398
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Purchases of available-for-sale investments
|
|
|
(225,063
|
)
|
|
|
(122,569
|
)
|
Maturities and sales of available-for-sale investments
|
|
|
180,663
|
|
|
|
77,021
|
|
Payments received from CLO investments
|
|
|
1,362
|
|
|
|
|
|
Purchases of fixed assets
|
|
|
(6
|
)
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(43,044
|
)
|
|
|
(45,571
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Repayment of CLO notes by the CLOs
|
|
|
|
|
|
|
(35,127
|
)
|
Retirement of long-term debt
|
|
|
(9,069
|
)
|
|
|
(12,500
|
)
|
Purchase and retirement of common shares
|
|
|
(6,511
|
)
|
|
|
(3,269
|
)
|
Purchase of preferred securities of subsidiary
|
|
|
(1,875
|
)
|
|
|
|
|
Net preferred distributions of subsidiary
|
|
|
(1,661
|
)
|
|
|
(1,712
|
)
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(19,116
|
)
|
|
|
(52,608
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net effect of exchange rate changes on cash
|
|
|
|
|
|
|
(74
|
)
|
Net increase (decrease) in cash
|
|
|
(62,220
|
)
|
|
|
(159,651
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
177,736
|
|
|
|
299,514
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
115,516
|
|
|
$
|
139,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
3,161
|
|
|
$
|
3,679
|
|
Cash paid for taxes
|
|
$
|
|
|
|
$
|
41
|
|
See accompanying notes.
5
Primus Guaranty, Ltd.
Condensed Consolidated Statements of Equity
(Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Year Ended
|
|
|
|
June 30, 2011
|
|
|
December 31, 2010
|
|
Common shares
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
3,046
|
|
|
$
|
3,061
|
|
Common shares purchased and retired
|
|
|
(98
|
)
|
|
|
(166
|
)
|
Shares issued under employee compensation plans
|
|
|
30
|
|
|
|
151
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
2,978
|
|
|
|
3,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
275,453
|
|
|
|
280,685
|
|
Common shares purchased and retired
|
|
|
(6,443
|
)
|
|
|
(13,135
|
)
|
Shares vested under employee compensation plans
|
|
|
1,978
|
|
|
|
7,903
|
|
Preferred shares purchased by subsidiary
|
|
|
1,081
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
272,069
|
|
|
|
275,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
3,333
|
|
|
|
2,148
|
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
30
|
|
Change in unrealized holding gains on available-for-sale securities
|
|
|
1,477
|
|
|
|
1,155
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
4,810
|
|
|
|
3,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings (deficit)
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
(372,969
|
)
|
|
|
(628,443
|
)
|
Net income
|
|
|
147,498
|
|
|
|
197,462
|
|
Net loss attributable to non-parent interests in CLOs
|
|
|
|
|
|
|
61,174
|
|
Distributions on preferred securities of subsidiary
|
|
|
(1,661
|
)
|
|
|
(3,162
|
)
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
(227,132
|
)
|
|
|
(372,969
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appropriated retained earnings from CLO consolidation
|
|
|
|
|
|
|
|
|
Adoption of ASC Topic 810,
Consolidation
|
|
|
|
|
|
|
265,639
|
|
Net loss attributable to non-parent interests in CLOs
|
|
|
|
|
|
|
(61,174
|
)
|
Deconsolidation of CLOs
|
|
|
|
|
|
|
(204,465
|
)
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity (deficit) of Primus Guaranty, Ltd.
|
|
|
52,725
|
|
|
|
(91,137
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred securities of subsidiary
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
93,102
|
|
|
|
93,102
|
|
Net purchase of preferred shares
|
|
|
(2,956
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
90,146
|
|
|
|
93,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity at end of period
|
|
$
|
142,871
|
|
|
$
|
1,965
|
|
|
|
|
|
|
|
|
See accompanying notes.
6
Primus Guaranty, Ltd.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Business
In these notes, the terms Primus Guaranty and the Company refer to Primus Guaranty, Ltd.,
a Bermuda company, collectively with its subsidiaries; Primus Financial refers to Primus
Financial Products, LLC, a Delaware limited liability company, collectively with its subsidiaries,
and Primus Asset Management refers to Primus Asset Management, Inc., a Delaware corporation.
Primus Financial and Primus Asset Management are subsidiaries of Primus Guaranty, Ltd.
Primus Financial was established to sell credit protection in the form of credit swaps to
global financial institutions and major credit swap dealers against primarily investment grade
credit obligations of corporate and sovereign issuers.
During 2009, the Company announced its intention to amortize Primus Financials credit swap
portfolio. It is expected that Primus Financials existing credit swap contracts will expire at
maturity unless terminated early through credit events or credit risk mitigation transactions. It
is not expected that additional credit swaps will be added to Primus Financials portfolio.
Primus Asset Management acts as manager of the credit swap and investment portfolios of Primus
Financial. Primus Asset Management has entered into a Services Agreement with its affiliates,
whereby it provides management, consulting, information technology and other services.
On December 1, 2010, the Company divested its collateralized loan obligation (CLO) asset
management business, which included the sale of CypressTree Investment Management, LLC
(CypressTree).
See note 7 of these notes to condensed consolidated financial statements for further
discussion on Discontinued Operations.
7
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Primus Guaranty have
been prepared in accordance with generally accepted accounting principles in the United States
(GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and footnotes required by
GAAP for complete financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals and the use of estimates) considered necessary for a fair presentation
pursuant to these requirements have been included. These condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial statements and
related notes included in the Companys Annual Report on Form 10-K for the year ended December 31,
2010. The results of operations for any interim period are not necessarily indicative of the
results for a full year.
The condensed consolidated financial statements are presented in U.S. dollar equivalents.
During the periods presented, the Companys credit swap activities were conducted by Primus
Financial in U.S. dollars and euros.
Certain prior year amounts have been reclassified to conform to current year presentation.
There was no effect on net income available to common shares as a result of these
reclassifications.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company, its
wholly owned subsidiaries and other entities in which the Company has a controlling financial
interest, including CLOs under management during 2010, for which Primus Guaranty was deemed to be
the primary beneficiary. All significant intercompany balances have been eliminated.
Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued ASU No. 2010-06,
Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value
Measurements
. ASU No. 2010-06 provides amended disclosure requirements related to fair value
measurements, including transfers in and out of Levels 1 and 2 and activity in Level 3 under the
fair value hierarchy. ASU No. 2010-06 is effective for financial statements issued for reporting
periods beginning after December 15, 2009 for certain disclosures and for reporting periods
beginning after December 15, 2010 for certain additional disclosures regarding activity in Level 3
fair value measurements. Since these amended principles require only additional disclosures
concerning fair value measurements, adoption of ASU No. 2010-06 did not affect the Companys
financial condition, results of operations or cash flows.
In May 2011, the FASB issued ASU 2011-04, which amends the measurement and disclosure
requirements for fair value. The guidance is effective for interim and annual periods beginning
after December 15, 2011. The Company is currently assessing the impact of this guidance.
8
In June 2011, the FASB issued ASU 2011-05, which will require additional disclosure with
respect to other comprehensive income. The guidance is effective for interim and annual periods
beginning after December 15, 2011. The Company is currently assessing the impact of this guidance.
3. Investments
The following tables summarize the composition of the Companys available-for-sale and
held-to-maturity investments at June 30, 2011 and December 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
323,540
|
|
|
$
|
4,639
|
|
|
$
|
(61
|
)
|
|
$
|
328,118
|
|
Asset-backed securities
|
|
|
1,120
|
|
|
|
251
|
|
|
|
(18
|
)
|
|
|
1,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale
|
|
|
324,660
|
|
|
|
4,890
|
|
|
|
(79
|
)
|
|
|
329,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate of deposit
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held-to-maturity
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
324,831
|
|
|
$
|
4,890
|
|
|
$
|
(79
|
)
|
|
$
|
329,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
284,090
|
|
|
$
|
3,378
|
|
|
$
|
(311
|
)
|
|
$
|
287,157
|
|
Asset-backed securities
|
|
|
1,392
|
|
|
|
266
|
|
|
|
|
|
|
|
1,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale
|
|
|
285,482
|
|
|
|
3,644
|
|
|
|
(311
|
)
|
|
|
288,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate of deposit
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held-to-maturity
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
285,652
|
|
|
$
|
3,644
|
|
|
$
|
(311
|
)
|
|
$
|
288,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2011, all of the corporate debt securities will mature before December
2014. The asset-backed securities are estimated to mature between 2012 and 2033, although the
actual maturity may be sooner. As of December 31, 2010, all of
the corporate debt securities will mature before December 2014.
The asset-backed securities were estimated to mature between 2011 and
2034.
As of June 30, 2011, the Company held an estimated fair value $6.4 million of investments in
securities issued by CLOs, which were classified as trading investments.
9
The tables below summarize the fair value of available-for-sale investments that have been in
a continuous unrealized loss position for less than 12 months and for 12 months or more at June 30,
2011 and December 31, 2010 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
|
|
Securities with Unrealized Losses
|
|
|
|
Less than 12 Months
|
|
|
12 Months or More
|
|
|
Total
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Gross
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
Corporate debt securities
|
|
$
|
41,963
|
|
|
$
|
(61
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
41,963
|
|
|
$
|
(61
|
)
|
Asset-backed securities
|
|
|
129
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
129
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
42,092
|
|
|
$
|
(79
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
42,092
|
|
|
$
|
(79
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
Securities with Unrealized Losses
|
|
|
|
Less than 12 Months
|
|
|
12 Months or More
|
|
|
Total
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Gross
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
Corporate debt securities
|
|
$
|
78,053
|
|
|
$
|
(311
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
78,053
|
|
|
$
|
(311
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
78,053
|
|
|
$
|
(311
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
78,053
|
|
|
$
|
(311
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company makes an assessment to determine whether unrealized losses reflect declines
in value of securities that are other-than-temporarily impaired. The Company considers many
factors, including the length of time and significance of the decline in fair value of the
investment; the intent to sell the investment or if it is more likely than not it will be required
to sell the investment before recovery in fair value; recent events specific to the issuer or
industry; credit ratings and asset quality of collateral structure; and any significant changes in
estimated cash flows of the investment. If the Company, based on its evaluation, determines that
the credit related impairment is other-than-temporary, the carrying value of the security is
written down to fair value and the unrealized loss is recognized through a charge to earnings in
the condensed consolidated statements of operations.
During the three and six months ended June 30, 2011 and 2010, it was determined that there
were no credit related, other than temporary, impairment losses on investments.
4. Restricted Cash and Investments
Restricted cash represents amounts held by a counterparty as security for credit swap
contracts. Restricted investments are comprised of a held-to-maturity corporate note issued by a
counterparty as security for credit swap contracts, which is scheduled to mature in March 2013. The
carrying value of the held-to-maturity corporate note was $38.4 million and $37.8 million at June
30, 2011 and December 31, 2010, respectively. The amortized cost of the held-to-maturity corporate
note approximates fair value. As of June 30, 2011 and December 31, 2010, the Companys consolidated
financial statements include $135.1 million and $138.5 million, respectively, of restricted cash
and investments.
10
5. Credit Swaps
Net Credit Swap Revenue (Loss)
Net credit swap revenue (loss) as presented in the condensed consolidated statements of
operations is comprised of changes in the fair value of credit swaps, realized gains or losses on
the termination of credit swaps before their stated maturity, realized losses on credit events and
premium income or expense. The realization of gains or losses on the termination of credit swaps
or credit events generally will result in a reduction in unrealized gains or losses and accrued
premium at the point in time realization occurs.
Credit swaps sold by Primus Financial on a single corporate or sovereign issuer, specified as
a Reference Entity, are referred to as single name credit swaps. Primus Financial also has sold
credit swaps referencing portfolios containing obligations of multiple Reference Entities, which
are referred to as tranches. Additionally, Primus Financial has sold credit swaps on asset-backed
securities, which are referred to as CDS on ABS. These asset-backed securities reference
residential mortgage-backed securities.
The table below presents the components of net credit swap revenue (loss) for the three and
six months ended June 30, 2011 and 2010 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$
|
10,224
|
|
|
$
|
15,234
|
|
|
$
|
21,395
|
|
|
$
|
31,670
|
|
Net realized losses on credit swaps
|
|
|
(6,667
|
)
|
|
|
(10,094
|
)
|
|
|
(14,478
|
)
|
|
|
(66,136
|
)
|
Net unrealized gains (losses) on
credit swaps
|
|
|
57,452
|
|
|
|
(194,848
|
)
|
|
|
140,190
|
|
|
|
(67,712
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net credit swap revenue (loss)
|
|
$
|
61,009
|
|
|
$
|
(189,708
|
)
|
|
$
|
147,107
|
|
|
$
|
(102,178
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized losses in the table above include gains and losses on terminated credit
swaps and losses on credit events.
Credit Events and Terminations of Credit Swaps
The following table presents the components of net realized losses recorded by Primus
Financial related to risk mitigation transactions, terminations of credit swaps and credit events
for the three and six months ended June 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized losses on single name credit swaps
|
|
$
|
(652
|
)
|
|
$
|
(10,011
|
)
|
|
$
|
(605
|
)
|
|
$
|
(29,234
|
)
|
Net realized losses on tranches
|
|
|
(4,032
|
)
|
|
|
(83
|
)
|
|
|
(4,032
|
)
|
|
|
(35,083
|
)
|
Net realized losses on CDS on ABS
|
|
|
(1,983
|
)
|
|
|
|
|
|
|
(9,841
|
)
|
|
|
(1,819
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net realized losses
|
|
$
|
(6,667
|
)
|
|
$
|
(10,094
|
)
|
|
$
|
(14, 478
|
)
|
|
$
|
(66,136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Net realized losses on credit swaps were $6.7 million and $10.1 million for the three
months ended June 30, 2011 and 2010, respectively. Net realized losses for the three months ended
June 30, 2011 consisted of a $2.0 million payment in connection with the settlement of a credit
event on CDS on ABS and $4.7 million in payments to terminate or amend swap transactions to reduce
exposure to one mortgage insurer. Net realized losses for the three months ended June 30, 2010
primarily comprised payments to terminate single name credit swaps referencing two financial
guaranty (monoline) companies.
Net realized losses on credit swaps were $14.5 million and $66.1 million for the six months
ended June 30, 2011 and 2010, respectively. Net realized losses for the six months ended June 30,
2011 primarily comprised payments to settle credit events on CDS on ABS and payments to terminate
or amend swap transactions to reduce exposure to one mortgage insurer. Net realized losses for the
six months ended June 30, 2010 primarily comprised payments to terminate single name credit swaps
referencing two financial guaranty (monoline) companies and a payment to a bank counterparty
relating to the termination of three tranche transactions.
12
Credit Swap Portfolio Information
The tables below summarize, by Standard & Poors Ratings Services (S&P) credit rating of
Reference Entities and of counterparties, the notional amounts and unrealized gain or loss for fair
values of credit swap transactions outstanding as of June 30, 2011 and December 31, 2010 (in
thousands). Ratings for tranche transactions have been estimated using ratings models available to
the Company. If a Reference Entity is not rated by S&P, an equivalent credit rating is obtained
from another Nationally Recognized Statistical Rating Organization, if available.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
|
December 31, 2010
|
|
|
|
Notional
|
|
|
Fair
|
|
|
Notional
|
|
|
Fair
|
|
Rating Category
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
By Single Name Reference Entity/Tranche
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Sold-Single Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAA
|
|
$
|
58,506
|
|
|
$
|
(107
|
)
|
|
$
|
55,143
|
|
|
$
|
(144
|
)
|
AA
|
|
|
1,025,080
|
|
|
|
(3,137
|
)
|
|
|
1,137,217
|
|
|
|
(8,776
|
)
|
A
|
|
|
2,174,248
|
|
|
|
(1,171
|
)
|
|
|
2,831,049
|
|
|
|
(8,407
|
)
|
BBB
|
|
|
1,589,383
|
|
|
|
975
|
|
|
|
1,946,885
|
|
|
|
(1,094
|
)
|
BB
|
|
|
254,522
|
|
|
|
(763
|
)
|
|
|
231,167
|
|
|
|
(359
|
)
|
B
|
|
|
37,251
|
|
|
|
(149
|
)
|
|
|
66,691
|
|
|
|
(886
|
)
|
CCC
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
(638
|
)
|
Non rated
|
|
|
339,434
|
|
|
|
(31,179
|
)
|
|
|
302,819
|
|
|
|
(57,286
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,478,424
|
|
|
$
|
(35,531
|
)
|
|
$
|
6,610,971
|
|
|
$
|
(77,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Sold-Tranche:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAA
|
|
$
|
2,650,000
|
|
|
$
|
(107,319
|
)
|
|
$
|
2,650,000
|
|
|
$
|
(168,627
|
)
|
AA
|
|
|
200,000
|
|
|
|
(9,884
|
)
|
|
|
450,000
|
|
|
|
(49,035
|
)
|
A
|
|
|
300,000
|
|
|
|
(23,091
|
)
|
|
|
300,000
|
|
|
|
(30,390
|
)
|
BBB
|
|
|
550,000
|
|
|
|
(45,661
|
)
|
|
|
300,000
|
|
|
|
(22,193
|
)
|
BB
|
|
|
50,000
|
|
|
|
(3,217
|
)
|
|
|
50,000
|
|
|
|
(5,175
|
)
|
Non rated
|
|
|
43,317
|
|
|
|
(16,801
|
)
|
|
|
43,317
|
|
|
|
(19,373
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,793,317
|
|
|
$
|
(205,973
|
)
|
|
$
|
3,793,317
|
|
|
$
|
(294,793
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDS on ABS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBB
|
|
$
|
577
|
|
|
$
|
(327
|
)
|
|
$
|
736
|
|
|
$
|
(358
|
)
|
CCC
|
|
|
10,000
|
|
|
|
(8,327
|
)
|
|
|
18,000
|
|
|
|
(15,794
|
)
|
CC
|
|
|
3,000
|
|
|
|
(2,809
|
)
|
|
|
5,000
|
|
|
|
(4,683
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,577
|
|
|
$
|
(11,463
|
)
|
|
$
|
23,736
|
|
|
$
|
(20,835
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Purchased-Single Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
The table below shows the rating category of the credit swap portfolio by counterparty,
as of June 30, 2011 and December 31, 2010 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
|
December 31, 2010
|
|
|
|
Notional
|
|
|
Fair
|
|
|
Notional
|
|
|
Fair
|
|
Rating Category
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
By Counterparty Buyer / (Seller)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Sold-Single Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AA
|
|
$
|
1,299,136
|
|
|
$
|
(1,812
|
)
|
|
$
|
1,675,212
|
|
|
$
|
(5,970
|
)
|
A
|
|
|
4,179,288
|
|
|
|
(33,719
|
)
|
|
|
4,935,759
|
|
|
|
(71,620
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,478,424
|
|
|
$
|
(35,531
|
)
|
|
$
|
6,610,971
|
|
|
$
|
(77,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Sold-Tranche:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AA
|
|
$
|
2,293,317
|
|
|
$
|
(137,858
|
)
|
|
$
|
1,843,317
|
|
|
$
|
(147,723
|
)
|
A
|
|
|
1,500,000
|
|
|
|
(68,115
|
)
|
|
|
1,500,000
|
|
|
|
(98,034
|
)
|
BBB
|
|
|
|
|
|
|
|
|
|
|
450,000
|
|
|
|
(49,036
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,793,317
|
|
|
$
|
(205,973
|
)
|
|
$
|
3,793,317
|
|
|
$
|
(294,793
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDS on ABS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
|
$
|
13,577
|
|
|
$
|
(11,463
|
)
|
|
$
|
23,736
|
|
|
$
|
(20,835
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,577
|
|
|
$
|
(11,463
|
)
|
|
$
|
23,736
|
|
|
$
|
(20,835
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Purchased-Single Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
The table below shows the geographical distribution of the credit swap portfolio by
domicile of the Reference Entity and domicile of the counterparty, as of June 30, 2011 and December
31, 2010 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
December 31, 2010
|
|
|
|
Notional
|
|
|
Fair
|
|
|
Notional
|
|
|
Fair
|
|
Domicile
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
Credit Swaps Sold-Single Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Reference Entity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
1,797,263
|
|
|
$
|
(29,262
|
)
|
|
$
|
2,429,477
|
|
|
$
|
(57,512
|
)
|
Europe
|
|
|
3,414,161
|
|
|
|
(4,943
|
)
|
|
|
3,834,494
|
|
|
|
(17,814
|
)
|
Asia-Pacific
|
|
|
237,000
|
|
|
|
(1,352
|
)
|
|
|
317,000
|
|
|
|
(2,065
|
)
|
Others
|
|
|
30,000
|
|
|
|
26
|
|
|
|
30,000
|
|
|
|
(199
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,478,424
|
|
|
$
|
(35,531
|
)
|
|
$
|
6,610,971
|
|
|
$
|
(77,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Counterparty:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
2,065,088
|
|
|
$
|
(2,981
|
)
|
|
$
|
2,649,509
|
|
|
$
|
(13,665
|
)
|
Europe
|
|
|
3,386,336
|
|
|
|
(32,388
|
)
|
|
|
3,924,462
|
|
|
|
(63,603
|
)
|
Asia-Pacific
|
|
|
27,000
|
|
|
|
(162
|
)
|
|
|
37,000
|
|
|
|
(322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,478,424
|
|
|
$
|
(35,531
|
)
|
|
$
|
6,610,971
|
|
|
$
|
(77,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Sold-Tranche
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Counterparty:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
600,000
|
|
|
$
|
(18,870
|
)
|
|
$
|
600,000
|
|
|
$
|
(31,442
|
)
|
Europe
|
|
|
3,193,317
|
|
|
|
(187,103
|
)
|
|
|
3,193,317
|
|
|
|
(263,351
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,793,317
|
|
|
$
|
(205,973
|
)
|
|
$
|
3,793,317
|
|
|
$
|
(294,793
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDS on ABS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Reference Entity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
13,577
|
|
|
$
|
(11,463
|
)
|
|
$
|
23,736
|
|
|
$
|
(20,835
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,577
|
|
|
$
|
(11,463
|
)
|
|
$
|
23,736
|
|
|
$
|
(20,835
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Counterparty:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
3,577
|
|
|
$
|
(3,136
|
)
|
|
$
|
13,736
|
|
|
$
|
(12,038
|
)
|
Europe
|
|
|
10,000
|
|
|
|
(8,327
|
)
|
|
|
10,000
|
|
|
|
(8,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,577
|
|
|
$
|
(11,463
|
)
|
|
$
|
23,736
|
|
|
$
|
(20,835
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Purchased-Single Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Reference Entity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By Counterparty:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
The table below shows the distribution of the credit swap portfolio, by year of maturity
as of June 30, 2011 and December 31, 2010 (in thousands). With respect to the CDS on ABS caption
below, the maturity dates presented are estimated maturities; the actual maturity date for any
contract will vary depending on the level of voluntary prepayments, defaults and interest rates
with respect to the underlying mortgage loans. As a result, the actual maturity date for any such
contract may be earlier or later than the estimated maturity indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
|
December 31, 2010
|
|
|
|
Notional
|
|
|
Fair
|
|
|
Notional
|
|
|
Fair
|
|
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
Credit Swaps Sold-Single Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year of Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
$
|
895,299
|
|
|
$
|
(30,679
|
)
|
|
$
|
2,261,170
|
|
|
$
|
(57,836
|
)
|
2012
|
|
|
3,837,527
|
|
|
|
(7,200
|
)
|
|
|
3,659,132
|
|
|
|
(22,212
|
)
|
2013
|
|
|
745,598
|
|
|
|
2,348
|
|
|
|
690,669
|
|
|
|
2,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,478,424
|
|
|
$
|
(35,531
|
)
|
|
$
|
6,610,971
|
|
|
$
|
(77,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Sold-Tranche
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year of Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
$
|
375,000
|
|
|
$
|
(1,686
|
)
|
|
$
|
375,000
|
|
|
$
|
(5,117
|
)
|
2013
|
|
|
93,317
|
|
|
|
(20,018
|
)
|
|
|
93,317
|
|
|
|
(24,548
|
)
|
2014
|
|
|
3,325,000
|
|
|
|
(184,269
|
)
|
|
|
3,325,000
|
|
|
|
(265,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,793,317
|
|
|
$
|
(205,973
|
)
|
|
$
|
3,793,317
|
|
|
$
|
(294,793
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDS on ABS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Year of Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
$
|
|
|
|
$
|
|
|
|
$
|
18,000
|
|
|
$
|
(16,000
|
)
|
2012
|
|
|
8,000
|
|
|
|
(6,971
|
)
|
|
|
5,000
|
|
|
|
(4,477
|
)
|
2015
|
|
|
5,000
|
|
|
|
(4,165
|
)
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
736
|
|
|
|
(358
|
)
|
2023
|
|
|
577
|
|
|
|
(327
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,577
|
|
|
$
|
(11,463
|
)
|
|
$
|
23,736
|
|
|
$
|
(20,835
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Swaps Purchased-Single Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year of Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(4,120
|
)
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
6. Financial Instruments and Fair Value Disclosures
A significant number of the Companys financial instruments are carried at fair value with
changes in fair value recognized in earnings each period. Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (an exit price). In determining fair value, the
Company uses various valuation techniques and considers the fair value hierarchy.
The fair value hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to valuation
techniques using unobservable inputs (Level 3). Observable inputs are inputs that market
participants would use in pricing the asset or liability that are based on market data obtained
from sources independent of the Company. Unobservable inputs reflect the Companys estimates of the
assumptions market participants would use in pricing the asset or liability based on the best
information available in the circumstances. These valuation techniques involve some level of
management estimation and judgment. The degree to which managements estimation and judgment is
required is generally dependent upon the market price transparency for the instruments, the
availability of observable inputs, frequency of trading in the instruments and the instruments
complexity.
In measuring the fair market values of its financial instruments, the Company maximizes the
use of observable inputs and minimizes the use of unobservable inputs based on the fair value
hierarchy. The hierarchy is categorized into three levels based on the reliability of inputs as
follows:
|
|
|
Level 1 Valuations based on unadjusted quoted prices in active markets for identical
assets or liabilities.
|
|
|
|
Level 2 Valuations based on quoted prices in markets that are not considered to be
active; or valuations for which all significant inputs are observable or can be
corroborated by observable market data, either directly or indirectly.
|
|
|
|
Corporate debt securities and the interest rate swap are categorized within Level 2 of
the fair value hierarchy. The interest rate swap is included in the Other assets caption
in the condensed consolidated statements of financial condition.
|
|
|
|
Level 3 Valuations in which a significant input or inputs are unobservable and that
are supported by little or no market activity.
|
The fair value of the credit swap portfolio is categorized within Level 3 of the fair
value hierarchy, which includes single name credit swaps, tranches and CDS on ABS. The
credit swap portfolio classification in Level 3 primarily is the result of the estimation
of nonperformance risk as discussed below. In addition, investments in securities issued by
CLOs, asset-backed securities, contingent payables related to the Companys original
purchase of CypressTree and contingent receivables from the buyer of CypressTree are
categorized within Level 3. The contingent receivables from the buyer of CypressTree are
included in the Other assets caption in the condensed consolidated statements of
financial condition. The contingent payables are included in the Other liabilities
caption in the condensed consolidated statements of financial condition.
17
Nonperformance Risk Adjustment Credit Swap Portfolio
The Company considers the effect of its nonperformance risk in determining the fair value of
its liabilities. Since the adoption of ASC Topic 820,
Fair Value Measurements and Disclosures,
on
January 1, 2008, the Company has incorporated a nonperformance risk adjustment in the computation
of the fair value of the credit swap portfolio. An industry standard for calculating this
adjustment is to incorporate changes in an entitys own credit spread into the computation of the
mark-to-market of liabilities. The Company derives an estimate of a credit spread because there is
no observable market credit spread on Primus Financial. This estimated credit spread was obtained
by reference to similar entities, primarily in the financial insurance industry, which have
observable credit spreads.
The following table represents the effect of the nonperformance risk adjustments on the
Companys unrealized loss on credit swaps, at fair value, in the condensed consolidated statements
of financial condition as of June 30, 2011 and December 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on credit
swaps, at fair value, without
nonperformance risk
adjustments
|
|
$
|
291,244
|
|
|
$
|
456,498
|
|
Nonperformance risk adjustments
|
|
|
(35,880
|
)
|
|
|
(61,334
|
)
|
|
|
|
|
|
|
|
Unrealized loss on credit
swaps, at fair value, after
nonperformance risk
adjustments
|
|
$
|
255,364
|
|
|
$
|
395,164
|
|
|
|
|
|
|
|
|
The following table represents the effect of the changes in nonperformance risk
adjustment on the Companys net credit swap revenue (loss) in the condensed consolidated statements
of operations for the three and six months ended June 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net credit swap revenue (loss)
without nonperformance risk
adjustments
|
|
$
|
63,693
|
|
|
$
|
(252,567
|
)
|
|
$
|
172,561
|
|
|
$
|
(102,277
|
)
|
Nonperformance risk adjustments
|
|
|
(2,684
|
)
|
|
|
62,859
|
|
|
|
(25,454
|
)
|
|
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net credit swap revenue (loss)
after nonperformance risk
adjustments
|
|
$
|
61,009
|
|
|
$
|
(189,708
|
)
|
|
$
|
147,107
|
|
|
$
|
(102,178
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
Fair Value Hierarchy Tables
The following fair value hierarchy table presents information about the Companys assets and
liabilities measured at fair value on a recurring basis as of June 30, 2011 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets
|
|
|
Observable
|
|
|
Unobservable
|
|
|
Total Assets /
|
|
|
|
for Identical
|
|
|
Inputs
|
|
|
Inputs
|
|
|
Liabilities
|
|
|
|
Assets (Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
$
|
|
|
|
$
|
328,118
|
|
|
$
|
7,738
|
|
|
$
|
335,856
|
|
Unrealized gain on credit swaps
|
|
|
|
|
|
|
|
|
|
|
2,396
|
|
|
|
2,396
|
|
Other assets
|
|
|
|
|
|
|
1,457
|
|
|
|
8,148
|
|
|
|
9,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
|
|
|
$
|
329,575
|
|
|
$
|
18,282
|
|
|
$
|
347,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on credit swaps
|
|
$
|
|
|
|
$
|
|
|
|
$
|
255,364
|
|
|
$
|
255,364
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
3,011
|
|
|
|
3,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
258,375
|
|
|
$
|
258,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 assets at June 30, 2011 were $18.3 million, or 5.3% of the total assets measured
at fair value. Level 3 liabilities at June 30, 2011 were $258.4 million, or 100% of total
liabilities measured at fair value.
The following fair value hierarchy table presents information about the Companys assets and
liabilities measured at fair value on a recurring basis as of December 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets
|
|
|
Observable
|
|
|
Unobservable
|
|
|
Total Assets /
|
|
|
|
for Identical
|
|
|
Inputs
|
|
|
Inputs
|
|
|
Liabilities
|
|
|
|
Assets (Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
$
|
|
|
|
$
|
287,157
|
|
|
$
|
1,658
|
|
|
$
|
288,815
|
|
Restricted investments
|
|
|
|
|
|
|
|
|
|
|
6,114
|
|
|
|
6,114
|
|
Unrealized gain on credit swaps
|
|
|
|
|
|
|
|
|
|
|
2,006
|
|
|
|
2,006
|
|
Other assets
|
|
|
|
|
|
|
2,602
|
|
|
|
8,957
|
|
|
|
11,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
|
|
|
$
|
289,759
|
|
|
$
|
18,735
|
|
|
$
|
308,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on credit swaps
|
|
$
|
|
|
|
$
|
|
|
|
$
|
395,164
|
|
|
$
|
395,164
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
5,148
|
|
|
|
5,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
400,312
|
|
|
$
|
400,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 assets at December 31, 2010 were $18.7 million, or 6.1% of the total assets
measured at fair value. Level 3 liabilities at December 31, 2010 were $400.3 million, or 100% of
total liabilities measured at fair value.
19
Level 3 Assets and Liabilities Reconciliation Tables
Level 3 Assets
The following table provides a reconciliation for the Companys assets measured at fair value
on a recurring basis using significant unobservable inputs (Level 3) for the three months ended
June 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
June 30, 2011
|
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
|
Gain on
|
|
|
|
|
|
|
|
|
|
|
Gain on
|
|
|
|
|
|
|
|
Restricted
|
|
|
Credit
|
|
|
Other
|
|
|
|
|
|
|
Credit
|
|
|
|
Investments
|
|
|
Investments
|
|
|
Swaps
|
|
|
Assets
|
|
|
Investments
|
|
|
Swaps
|
|
Balance, beginning of period
|
|
$
|
1,721
|
|
|
$
|
6,480
|
|
|
$
|
3,259
|
|
|
$
|
9,087
|
|
|
$
|
1,152
|
|
|
$
|
1,873
|
|
Realized (gains) losses
|
|
|
134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56
|
|
|
|
83
|
|
Unrealized gains. (losses)
|
|
|
66
|
|
|
|
|
|
|
|
(863
|
)
|
|
|
14
|
|
|
|
10
|
|
|
|
(1,830
|
)
|
Purchases
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
(679
|
)
|
|
|
|
|
|
|
|
|
|
|
(953
|
)
|
|
|
(21
|
)
|
|
|
|
|
Transfers into Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
|
|
|
6,480
|
|
|
|
(6,480
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
7,738
|
|
|
$
|
|
|
|
$
|
2,396
|
|
|
$
|
8,148
|
|
|
$
|
1,197
|
|
|
$
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides a reconciliation for the Companys assets measured at fair
value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended
June 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30, 2011
|
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
|
Gain on
|
|
|
|
|
|
|
|
|
|
|
Gain on
|
|
|
|
|
|
|
|
Restricted
|
|
|
Credit
|
|
|
Other
|
|
|
|
|
|
|
Credit
|
|
|
|
Investments
|
|
|
Investments
|
|
|
Swaps
|
|
|
Assets
|
|
|
Investments
|
|
|
Swaps
|
|
Balance, beginning of period
|
|
$
|
1,658
|
|
|
$
|
6,114
|
|
|
$
|
2,006
|
|
|
$
|
8,957
|
|
|
$
|
1,344
|
|
|
$
|
2,207
|
|
Realized (gains) losses
|
|
|
269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92
|
|
|
|
83
|
|
Unrealized gains. (losses)
|
|
|
238
|
|
|
|
|
|
|
|
390
|
|
|
|
963
|
|
|
|
(63
|
)
|
|
|
(2,164
|
)
|
Purchases
|
|
|
159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,127
|
|
|
|
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
(700
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,772
|
)
|
|
|
(1,303
|
)
|
|
|
|
|
Transfers into Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
|
|
|
6,114
|
|
|
|
(6,114
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
7,738
|
|
|
$
|
|
|
|
$
|
2,396
|
|
|
$
|
8,148
|
|
|
$
|
1,197
|
|
|
$
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
Realized and unrealized gains and loss on Level 3 assets (unrealized gain on credit
swaps) are included in the Net credit swap revenue (loss) caption in the condensed consolidated
statements of operations. The reconciliation above does not include credit swap premiums collected
during the period.
Unrealized gains and losses on Level 3 available-for-sale investments are recorded in the
Accumulated other comprehensive income caption, which is a component of the Total shareholders
equity (deficit) of Primus Guaranty, Ltd. caption in the condensed consolidated statements of
financial condition.
Unrealized gains on Level 3 trading investments are included in the Income (loss) from
discontinued operations, net of tax caption in the condensed consolidated statements of
operations.
Unrealized gains on Level 3 other assets are included in the Income (loss) from discontinued
operations, net of tax caption in the condensed consolidated statements of operations.
21
Level 3 Liabilities
The following table provides a reconciliation for the Companys liabilities measured at fair
value on a recurring basis using significant unobservable inputs (Level 3) for the three months
ended June 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
June 30, 2011
|
|
|
June 30, 2010
|
|
|
|
Unrealized
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
Loss on
|
|
|
Other
|
|
|
Loss on
|
|
|
Other
|
|
|
|
|
|
|
Credit Swaps
|
|
|
Liabilities
|
|
|
Credit Swaps
|
|
|
Liabilities
|
|
|
CLO Notes
|
|
Balance, beginning of period
|
|
$
|
(313,679
|
)
|
|
$
|
(7,014
|
)
|
|
$
|
(564,436
|
)
|
|
$
|
(6,812
|
)
|
|
$
|
(2,208,804
|
)
|
Adoption of ASC Topic 810,
Consolidation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized losses
|
|
|
6,667
|
|
|
|
|
|
|
|
10,011
|
|
|
|
|
|
|
|
(3,306
|
)
|
Unrealized gains (losses)
|
|
|
51,648
|
|
|
|
1,798
|
|
|
|
(203,112
|
)
|
|
|
(2,305
|
)
|
|
|
(73,976
|
)
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
2,205
|
|
|
|
|
|
|
|
|
|
|
|
19,503
|
|
Transfers into Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
(255,364
|
)
|
|
$
|
(3,011
|
)
|
|
$
|
(757,537
|
)
|
|
$
|
(9,117
|
)
|
|
$
|
(2,266,583
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides a reconciliation for the Companys liabilities measured at
fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months
ended June 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30, 2011
|
|
|
June 30, 2010
|
|
|
|
Unrealized
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
Loss on
|
|
|
Other
|
|
|
Loss on
|
|
|
Other
|
|
|
|
|
|
|
Credit Swaps
|
|
|
Liabilities
|
|
|
Credit Swaps
|
|
|
Liabilities
|
|
|
CLO Notes
|
|
Balance, beginning of period
|
|
$
|
(395,164
|
)
|
|
$
|
(5,148
|
)
|
|
$
|
(691,905
|
)
|
|
$
|
(5,470
|
)
|
|
$
|
|
|
Adoption of ASC Topic 810,
Consolidation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,210,642
|
)
|
Net realized losses
|
|
|
14,478
|
|
|
|
|
|
|
|
66,053
|
|
|
|
|
|
|
|
(6,115
|
)
|
Unrealized gains (losses)
|
|
|
125,322
|
|
|
|
(482
|
)
|
|
|
(131,685
|
)
|
|
|
(3,647
|
)
|
|
|
(84,952
|
)
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
2,619
|
|
|
|
|
|
|
|
|
|
|
|
35,126
|
|
Transfers into Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
(255,364
|
)
|
|
$
|
(3,011
|
)
|
|
$
|
(757,537
|
)
|
|
$
|
(9,117
|
)
|
|
$
|
(2,266,583
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized and unrealized gains and losses on Level 3 unrealized loss on credit swaps are
included in the Net credit swap revenue (loss) caption in the condensed consolidated statements
of operations. The reconciliation above does not include credit swap premiums collected during the
period.
22
Changes in Level 3 other liabilities are included in the Income (loss) from discontinued
operations, net of tax caption in the condensed consolidated statements of operations.
Changes in Level 3 CLO notes are included in Income (loss) from discontinued operations, net
of tax caption in the condensed consolidated statements of operations.
Financial Instruments Not Carried at Fair Value
The Companys long-term debt is recorded at historical amounts. At June 30, 2011, the carrying
value and fair value of the 7% Senior Notes due 2036 issued by Primus Guaranty (the 7% Senior
Notes) were $90.1 million and $80.4 million, respectively. The fair value of the 7% Senior Notes,
which are listed on the New York Stock Exchange, was estimated using the quoted market price.
During the three months ended June 30, 2011, Primus Guaranty did not purchase any of its 7%
Senior Notes. During the six months ended June 30, 2011, Primus Guaranty repurchased $0.3 million
of face value of its 7% Senior Notes at a cost of $0.2 million, which resulted in a net realized
gain of $0.1 million on retirement of long-term debt, net of a related write-off of unamortized
issuance costs. The weighted average net interest rate for the 7% Senior Notes was 2.36% and 2.43%
for the three months ended June 30, 2011 and 2010, respectively.
At June 30, 2011, the carrying value of Primus Financials subordinated deferrable interest
notes was $111.1 million. It is not practicable to estimate the fair value of Primus Financials
subordinated deferrable interest notes, as such notes are not listed on any exchange or publicly
traded in any market and there is no consistently available market or pricing of which the Company
is aware for such notes. The weighted average interest rate on these notes was 3.54% and 3.57% for
the three months ended June 30, 2011 and 2010, respectively.
At June 30, 2011, Primus Financials subordinated deferrable interest notes of $76.5 million
(face value) are scheduled to mature in June 2021 and $34.6 million (face value) mature in July
2034.
During the three months ended June 30, 2011, Primus Financial did not repurchase any of its
subordinated deferrable interest notes. During the six months ended June 30, 2011, Primus Financial
repurchased $11.7 million of face value of its subordinated deferrable interest notes at a cost of
$8.8 million, which resulted in a net realized gain of $2.7 million on retirement of long-term
debt, net of a related write-off of unamortized issuance costs.
23
Fair Value Option
Effective January 1, 2008, ASC Topic 825,
Financial Instruments,
provides a fair value option
election that allows companies to irrevocably elect fair value as the initial and subsequent
measurement attribute for certain financial assets and liabilities, with changes in fair value
recognized in earnings as they occur. ASC Topic 825,
Financial Instruments,
permits the fair value
option election on an instrument by instrument basis at initial recognition of an eligible asset or
eligible liability, that otherwise are not accounted for at fair value under other accounting
standards. Upon adoption of ASC Topic 825,
Financial Instruments,
as of the effective date, the
Company did not elect the fair value option on any of its existing eligible financial assets and
liabilities.
Effective January 1, 2010, upon consolidation of the CLOs then under management, the Company
elected fair value option treatment under ASC Topic 825-10-25 to measure the CLO loans (including
unfunded loan commitments) and securities and the CLO notes, as the determination of the carrying
amounts was not practicable. The Company determined that measurement of the notes issued by CLOs at
fair value better correlates with the value of the loans and securities held by CLOs, which are
held to provide the cash flows for the note obligations. Upon consolidation of the CLOs on January
1, 2010, the difference between the fair value amounts of the CLO assets and CLO liabilities was
recorded in appropriated retained earnings from CLO consolidations as a cumulative effect
adjustment. Effective December 1, 2010, the CLOs under management were deconsolidated as the
Company was no longer determined to be the primary beneficiary of such CLOs.
7. Discontinued Operations
On December 1, 2010, the Company divested its CLO asset management business, which included
the sale of CypressTree to a third party. The results of the CLO asset management business have
been reclassified as discontinued operations for all periods presented.
Discontinued operations for the three and six months ended June 30, 2011 primarily consist of
the fee revenues, changes in the fair value of the contingent receivables from the buyer of
CypressTree, changes in the fair value of the contingent payables related to the Companys original
purchase of CypressTree, changes in the value of CLO investments and operating expenses of the CLO
asset management business.
Discontinued operations for the three and six months ended June 30, 2010 primarily consist of
operating expenses of the CLO asset management business, together with the operating results of the
stand-alone CLOs for the period from January 1, 2010 through June 30, 2010. The operating results
of the stand-alone CLOs were consolidated into the Companys financial statements as a result of
the Companys adoption of ASC Topic 810,
Consolidation,
on January 1, 2010. Upon the divestiture of
the CLO asset management business, which included the sale of CypressTree on December 1, 2010, the
Company determined that it was no longer the primary beneficiary of the CLOs and deconsolidated the
CLOs. The operating results of the stand-alone CLOs are identified in the Net loss from
discontinued operations attributable to non-parent interests in CLOs caption in the Companys
condensed consolidated statements of operations.
24
In connection with the sale of CypressTree, Primus Asset Management agreed to accept a fixed
proportion of the future management fees received on the CLOs which are currently sub-advised by
the buyer of CypressTree. This income is recorded in the Discontinued Operations caption in the
condensed consolidated statements of operations.
The following table represents summarized financial information related to discontinued
operations as included in the accompanying condensed consolidated statements of operations for the
three and six months ended June 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management fees
|
|
$
|
622
|
|
|
$
|
91
|
|
|
$
|
1,112
|
|
|
$
|
268
|
|
Interest income
|
|
|
739
|
|
|
|
|
|
|
|
1,362
|
|
|
|
1
|
|
Other income
|
|
|
1,986
|
|
|
|
|
|
|
|
2,200
|
|
|
|
|
|
Net CLO revenue (loss)
|
|
|
|
|
|
|
(124,842
|
)
|
|
|
|
|
|
|
(47,249
|
)
|
CLO interest income, net
|
|
|
|
|
|
|
11,252
|
|
|
|
|
|
|
|
28,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
3,347
|
|
|
|
(113,499
|
)
|
|
|
4,674
|
|
|
|
(18,143
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and employee benefits
|
|
|
4
|
|
|
|
1,220
|
|
|
|
72
|
|
|
|
2,065
|
|
Professional and legal fees
|
|
|
14
|
|
|
|
130
|
|
|
|
89
|
|
|
|
284
|
|
Other
|
|
|
521
|
|
|
|
2,813
|
|
|
|
1,975
|
|
|
|
4,626
|
|
CLO expenses
|
|
|
|
|
|
|
2,302
|
|
|
|
|
|
|
|
3,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
539
|
|
|
|
6,465
|
|
|
|
2,136
|
|
|
|
10,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before provision for income taxes and income (loss) attributable to non-parent interests in CLOs
|
|
|
2,808
|
|
|
|
(119,964
|
)
|
|
|
2,538
|
|
|
|
(28,410
|
)
|
Provision for income taxes
|
|
|
|
|
|
|
(27
|
)
|
|
|
|
|
|
|
(24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinuing operations, net of tax
|
|
|
2,808
|
|
|
|
(119,937
|
)
|
|
|
2,538
|
|
|
|
(28,386
|
)
|
Income (loss) from discontinued operations attributable to non-parent interests in CLOs
|
|
|
|
|
|
|
(125,934
|
)
|
|
|
|
|
|
|
(36,521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to common shares
|
|
$
|
2,808
|
|
|
$
|
5,997
|
|
|
$
|
2,538
|
|
|
$
|
8,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended June 30, 2011, the Other income in the Revenues
caption noted in the tables above includes the changes in the fair value of the contingent
receivables from the buyer of CypressTree and the Other in the Expenses caption above includes
changes in the fair value of the contingent payables related to the Companys original purchase of
CypressTree.
25
8. Earnings per Share
Basic earnings per share (EPS) is calculated by dividing earnings available to common shares
by the weighted average number of common shares outstanding. Diluted EPS is similar to basic EPS,
but adjusts for the effect of the potential issuance of common shares. The following table
presents the computations of basic and diluted EPS (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations, net of tax
|
|
$
|
59,031
|
|
|
$
|
(193,667
|
)
|
|
$
|
144,960
|
|
|
$
|
(108,295
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
|
2,808
|
|
|
|
(119,937
|
)
|
|
|
2,538
|
|
|
|
(28,386
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
61,839
|
|
|
|
(313,604
|
)
|
|
|
147.498
|
|
|
|
(136,681
|
)
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions on preferred securities of subsidiary
|
|
|
702
|
|
|
|
724
|
|
|
|
1,661
|
|
|
|
1,712
|
|
Net income (loss) from discontinued operations attributable to non-parent interests in CLOs
|
|
|
|
|
|
|
(125,934
|
)
|
|
|
|
|
|
|
(36,521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common shares
|
|
$
|
61,137
|
|
|
$
|
(188,394
|
)
|
|
$
|
145,837
|
|
|
$
|
(101,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$
|
1.55
|
|
|
$
|
(5.00
|
)
|
|
$
|
3.78
|
|
|
$
|
(2.84
|
)
|
Income (loss) from discontinued operations
|
|
$
|
0.08
|
|
|
$
|
0.16
|
|
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common shares
|
|
$
|
1.63
|
|
|
$
|
(4.84
|
)
|
|
$
|
3.85
|
|
|
$
|
(2.63
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$
|
1.55
|
|
|
$
|
(5.00
|
)
|
|
$
|
3.76
|
|
|
$
|
(2.84
|
)
|
Income (loss) from discontinued operations
|
|
$
|
0.07
|
|
|
$
|
0.16
|
|
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common shares
|
|
$
|
1.62
|
|
|
$
|
(4.84
|
)
|
|
$
|
3.83
|
|
|
$
|
(2.63
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
37,638
|
|
|
|
38,903
|
|
|
|
37,881
|
|
|
|
38,795
|
|
Effect of dilutive instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted share units
|
|
|
199
|
|
|
|
|
|
|
|
243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
37,837
|
|
|
|
38,903
|
|
|
|
38,124
|
|
|
|
38,795
|
|
26
For the three months ended June 30, 2011 and 2010, approximately 0.7 million and 3.8
million shares, respectively, were not included in the computation of diluted EPS because to do so
would have been anti-dilutive for the periods presented. For the six months ended June 30, 2011 and
2010, approximately 0.8 million and 4.0 million shares, respectively, were not included in the
computation of diluted EPS because to do so would have been anti-dilutive for the periods
presented.
9. Share-Based Compensation
The Company measures and recognizes compensation expense for all share-based payment awards
made to employees and directors, including share options and other forms of equity compensation,
based on estimated fair value of share options, performance shares, restricted shares and share
units. During the three and six months ended June 30, 2010, share-based compensation expense was
determined on the date of grant and was being expensed on a straight-line method over the related
vesting period of the entire award. During the fourth quarter of 2010, the Company reclassified
certain share awards using a share-based liability method, which requires those share-based payment
awards to be remeasured at fair value at each reporting period until settlement. As a result of
this reclassification, the Company elected to use the accelerated expense recognition method for
these awards that are subject to graded vesting based on a service condition. Under this method,
expense is recorded on a straight-line method for each separately vesting portion of the award.
Share-based compensation expense is included in the Compensation and employee benefits caption in
the condensed consolidated statements of operations.
The fair value of performance shares awarded with a market condition are determined using a
Monte Carlo simulation pricing model which requires certain estimates for values of variables used
in the model. Performance shares with a market condition are amortized over the estimated expected
term derived from the model. During the three months ended March 31, 2011, the Company granted
420,000 performance share awards that will vest upon the common share price reaching and
maintaining specified price targets and satisfaction of certain service conditions.
The Company recorded share-based compensation expense of approximately $0.5 million and $1.8
million during the three months ended June 30, 2011 and 2010, respectively. The Company recorded
share-based compensation expense of approximately $1.1 million and $3.3 million during the six
months ended June 30, 2011 and 2010, respectively.
As of June 30, 2011, total unrecognized share-based compensation expense related to nonvested
share awards was $1.8 million. This expense is expected to be recognized over a weighted average
period of one year.
27
10. Comprehensive Income (loss)
Comprehensive income (loss) for the three and six months ended June 30, 2011 and 2010 is as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
61,839
|
|
|
$
|
(313,604
|
)
|
|
$
|
147,498
|
|
|
$
|
(136,681
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
(36
|
)
|
|
|
|
|
|
|
(74
|
)
|
Change in net unrealized gains (losses) on available-for-sale investments
|
|
|
1,581
|
|
|
|
1,423
|
|
|
|
1,477
|
|
|
|
2,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
63,420
|
|
|
|
(312,217
|
)
|
|
|
148,975
|
|
|
|
(133,950
|
)
|
Less: Distributions on preferred securities of subsidiary
|
|
|
702
|
|
|
|
724
|
|
|
|
1,661
|
|
|
|
1,712
|
|
Less: Net loss attributable to non-parent interests in CLOs
|
|
|
|
|
|
|
(125,934
|
)
|
|
|
|
|
|
|
(36,521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) available to common shares
|
|
$
|
62,718
|
|
|
$
|
(187,007
|
)
|
|
$
|
147,314
|
|
|
$
|
(99,141
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11. Segment Reporting
Effective January 1, 2010, the Company adopted ASC Topic 810,
Consolidation
, which
significantly affected the Companys consolidated financial statements during the three months and
six months ended June 30, 2010, which required it to consolidate the assets, liabilities, revenues
and expenses of all CLOs under management. As a result of the adoption of ASC Topic 810,
Consolidation
, commencing with the first quarter of 2010, the Companys segment reporting was
modified. The Companys operations were reorganized into two segments for financial reporting
purposes: (i) credit protection, asset management and corporate, and (ii) the CLOs on a stand-alone
basis.
28
As previously noted, on December 1, 2010, the Company divested its CLO asset management
business, which included the sale of CypressTree. As a result, the CLO asset management business
has been reclassified as discontinued operations for the three and six months ended June 30, 2010.
See note 7 for further information on Discontinued Operations. In addition, the Companys segment
reporting was modified to a current single reportable segment and as such, segment reporting
disclosure is no longer applicable to the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2010
|
|
|
|
Credit
|
|
|
|
|
|
|
|
|
|
Protection,
|
|
|
|
|
|
|
|
|
|
Asset
|
|
|
|
|
|
|
|
|
|
Management
|
|
|
|
|
|
|
|
|
|
and
|
|
|
CLOs
|
|
|
Consolidated
|
|
|
|
Corporate
|
|
|
Stand-alone
|
|
|
Totals
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net credit swap revenue (loss)
|
|
$
|
(189,708
|
)
|
|
$
|
|
|
|
$
|
(189,708
|
)
|
Interest income
|
|
|
3,541
|
|
|
|
|
|
|
|
3,541
|
|
Gain on retirement of long-term debt
|
|
|
2,676
|
|
|
|
|
|
|
|
2,676
|
|
Other income
|
|
|
(51
|
)
|
|
|
|
|
|
|
(51
|
)
|
|
|
|
|
|
|
|
|
|
|
Total revenues (losses)
|
|
$
|
(183,542
|
)
|
|
$
|
|
|
|
$
|
(183,542
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and employee benefits
|
|
$
|
4,546
|
|
|
$
|
|
|
|
$
|
4,546
|
|
Professional and legal fees
|
|
|
2,178
|
|
|
|
|
|
|
|
2,178
|
|
Interest expense
|
|
|
1,737
|
|
|
|
|
|
|
|
1,737
|
|
Other expenses
|
|
|
1,777
|
|
|
|
|
|
|
|
1,777
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
$
|
10,238
|
|
|
$
|
|
|
|
$
|
10,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before provision for income taxes
|
|
$
|
(193,780
|
)
|
|
$
|
|
|
|
$
|
(193,780
|
)
|
Provision (benefit) for income tax
|
|
|
(113
|
)
|
|
|
|
|
|
|
(113
|
)
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations, net of tax
|
|
|
(193,667
|
)
|
|
|
|
|
|
|
(193,667
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
|
5,997
|
|
|
|
(125,934
|
)
|
|
|
(119,937
|
)
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
(187,670
|
)
|
|
$
|
(125,934
|
)
|
|
$
|
(313,604
|
)
|
Less: Distributions on preferred securities of subsidiary
|
|
|
724
|
|
|
|
|
|
|
|
724
|
|
Less: Net loss attributable to non-parent interests in CLOs
|
|
$
|
|
|
|
$
|
(125,934
|
)
|
|
$
|
(125,934
|
)
|
|
|
|
|
|
|
|
|
|
|
Net loss available to common shares
|
|
$
|
(188,394
|
)
|
|
$
|
|
|
|
$
|
(188,394
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
$
|
666,222
|
|
|
$
|
2,596,413
|
|
|
$
|
3,262,635
|
|
|
|
|
|
|
|
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2010
|
|
|
|
Credit
|
|
|
|
|
|
|
|
|
|
Protection,
|
|
|
|
|
|
|
|
|
|
Asset
|
|
|
|
|
|
|
|
|
|
Management
|
|
|
CLOs
|
|
|
Consolidated
|
|
|
|
and Corporate
|
|
|
Stand-alone
|
|
|
Totals
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net credit swap revenue (loss)
|
|
$
|
(102,178
|
)
|
|
$
|
|
|
|
$
|
(102,178
|
)
|
Interest income
|
|
|
6,240
|
|
|
|
|
|
|
|
6,240
|
|
Gain on retirement of long-term debt
|
|
|
7,433
|
|
|
|
|
|
|
|
7,433
|
|
Other income
|
|
|
132
|
|
|
|
|
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues (losses)
|
|
$
|
(88,373
|
)
|
|
$
|
|
|
|
$
|
(88,373
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and employee benefits
|
|
$
|
9,126
|
|
|
$
|
|
|
|
$
|
9,126
|
|
Professional and legal fees
|
|
|
3,663
|
|
|
|
|
|
|
|
3,663
|
|
Interest expense
|
|
|
3,606
|
|
|
|
|
|
|
|
3,606
|
|
Other expenses
|
|
|
3,500
|
|
|
|
|
|
|
|
3,500
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
$
|
19,895
|
|
|
$
|
|
|
|
$
|
19,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before provision for income taxes
|
|
$
|
(108,268
|
)
|
|
$
|
|
|
|
$
|
(108,268
|
)
|
Provision for income tax
|
|
|
27
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations, net of tax
|
|
|
(108,295
|
)
|
|
|
|
|
|
|
(108,295
|
)
|
Income (loss) from discontinued operations, net of tax
|
|
|
8,135
|
|
|
|
(36,521
|
)
|
|
|
(28,386
|
)
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
(100,160
|
)
|
|
$
|
(36,521
|
)
|
|
$
|
(136,681
|
)
|
Less: Distributions on preferred securities of subsidiary
|
|
|
1,712
|
|
|
|
|
|
|
|
1,712
|
|
Less: Net income attributable to non-parent interests in CLOs
|
|
$
|
|
|
|
$
|
(36,521
|
)
|
|
$
|
(36,521
|
)
|
|
|
|
|
|
|
|
|
|
|
Net income available to common shares
|
|
$
|
(101,872
|
)
|
|
$
|
|
|
|
$
|
(101,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
$
|
666,222
|
|
|
$
|
2,596,413
|
|
|
$
|
3,262,635
|
|
|
|
|
|
|
|
|
|
|
|
30
|
|
|
Item 2.
|
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
The following is a discussion and analysis of our financial condition and results of
operations. This discussion should be read in conjunction with the condensed consolidated
financial statements, including the notes thereto, included elsewhere in this Quarterly Report and
our consolidated financial statements and accompanying notes which appear in the Companys 2010
Annual Report on
Form 10-K
. It contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those discussed below and in
the Companys 2010 Annual Report on
Form 10-K
, particularly under Item 1A Risk Factors and the
heading Cautionary Note Regarding Forward-Looking Statements.
In this discussion, the terms Primus Guaranty and we, us, and our refer to Primus
Guaranty, Ltd. and its wholly owned subsidiaries, and other capitalized items used but not defined
are as defined elsewhere in this Quarterly Report.
Business
We are a Bermuda holding company that currently conducts business through our wholly owned
operating subsidiaries, Primus Financial and Primus Asset Management.
Primus Financial
Primus Financial was established to sell credit protection in the form of credit swaps to
global financial institutions and major credit swap dealers against primarily investment grade
credit obligations of corporate and sovereign issuers.
During 2009, we announced our intention to amortize Primus Financials credit swap portfolio.
We expect Primus Financials credit swap contracts will expire at maturity unless terminated early
through credit events or credit risk mitigation transactions. It is not expected that additional
credit swaps will be added to Primus Financials portfolio.
At June 30, 2011, Primus Financials credit swap portfolio had a total notional amount of $9.3
billion, which included $5.5 billion of single name credit swaps, $3.8 billion of tranches and
$13.6 million of CDS on ABS. Primus Financials portfolio of credit swaps includes single name
credit swaps denominated in euros. Euro-denominated credit swaps comprised 37% of the total
notional amount of Primus Financials credit swaps portfolio at June 30, 2011. See note 5 of notes
to condensed consolidated financial statements for further information relating to the credit swap
portfolio.
Primus Asset Management
Primus Asset Management acts as manager of the credit swap and investment portfolios of Primus
Financial. Primus Asset Management has entered into a Services Agreement with its affiliates,
whereby it provides management, consulting and information technology and other services.
31
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based on
our condensed consolidated financial statements, which have been prepared in accordance with GAAP.
The preparation of these condensed consolidated financial statements requires us to make estimates
and judgments that affect the reported amounts of assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses during the periods
presented. Actual results could differ from those estimates, and those differences may be material.
Critical accounting policies and estimates are defined as those that require management to
make significant judgments and involve a higher degree of complexity. There were no material
changes to our critical accounting policies or to our valuation techniques as disclosed in our
Annual Report on Form 10-K for the year ended December 31, 2010.
See note 6 of notes to condensed consolidated financial statements in Part 1, Item 1 of this
Quarterly Report on Form 10-Q for information regarding Financial Instruments and Fair Value
Disclosures, including discussion on our nonperformance risk adjustment and fair value hierarchy
Level 3 assets and Level 3 liabilities.
Results of Operations
Introduction
Net credit swap revenue (loss) incorporates credit swap premium income, together with realized
gains and losses arising from the termination of credit swaps, as a result of credit events or
credit mitigation decisions. In addition, changes in the unrealized gains (losses) fair value of
credit swap portfolio are included in net credit swap revenue.
Other sources of revenue consist of interest income earned on our investments and gains
recognized on retirement of long-term debt.
Expenses include interest expense on the debt issued by Primus Guaranty and Primus Financial,
employee compensation and other expenses. Primus Financial also makes distributions on its
preferred securities.
Effective January 1, 2010, we adopted ASC Topic 810,
Consolidation
, which required us to
consolidate the revenues and expenses of the CLOs under management from January 1, 2010 through
June 30, 2010. On December 1, 2010, we deconsolidated the CLOs under management as a result of the
divestiture of the CLO asset management business. See Discontinued Operations below for further
discussion.
Results of operations are discussed in more detail below.
Three Months Ended June 30, 2011 Compared With Three Months Ended June 30, 2010
Overview of Financial Results
GAAP net income available to common shares for the second quarter of 2011 was $61.1 million,
compared with GAAP net loss available to common shares of $188.4 million for the second quarter of
2010. The Companys GAAP net income (loss) available to common shares was driven primarily by net
credit swap revenue (loss) of $61.0 million and $(189.7) million for the second quarter of 2011 and
2010, respectively. Net credit swap revenue (loss) for the periods
was chiefly attributable to unrealized mark-to-market gains (losses) on Primus Financials
credit swap portfolio.
32
During the second quarter of 2011, net credit swap revenue was $61.0 million, which comprised
premium income of $10.2 million, realized losses on credit swaps of $6.7 million and unrealized
mark-to-market gains of $57.4 million. The net credit swap loss of $189.7 million in the second
quarter of 2010 comprised premium income of $15.2 million, realized losses on credit swaps of $10.1
million and unrealized mark-to-market losses of $194.8 million.
Interest income on our portfolio of investments was $2.6 million in the second quarter of
2011, compared with $3.5 million in the second quarter of 2010.
During the three months ended June 30, 2010, we recorded net gains of approximately $2.7
million on purchases and retirement of our long-term debt, which included purchases by Primus
Guaranty of its 7% Senior Notes and purchases by Primus Financial of its long-term debt. Primus
Guaranty did not repurchase any of its 7% Senior Notes during the three months ended June 30, 2011.
Primus Financial did not repurchase any of its long-term debt during the three months ended June
30, 2011.
Interest expense and distributions on preferred securities issued by Primus Financial were
$2.2 million in the second quarter of 2011, compared with $2.5 million in the second quarter of
2010. The decrease is primarily attributable to a reduction in our outstanding debt.
Operating expenses from continuing operations were $3.3 million in the second quarter of 2011,
compared with $8.5 million in the second quarter of 2010. The decrease in operating expenses was
principally a result of a reduction in the size and scope of our business and reduced employee
headcount.
On December 1, 2010, we divested our CLO asset management business, which included the sale of
our CypressTree subsidiary, a manager and sub-advisor of CLOs. The proceeds from the sale are
expected to be received over time and are contingent upon the amount of future fees earned by the
CypressTree. As a result of this divestiture of our asset management business, the results of
operations from this business have been classified as discontinued operations for all periods
presented.
Income from discontinued operations in the second quarter of 2011 was $2.8 million. Loss from
discontinued operations in the second quarter of 2010 was $119.9 million, of which income of
approximately $6.0 million was attributable to Primus Guaranty common shareholders and a loss of
approximately $125.9 million which was attributable to non-parent interests in CLOs. The income
attributable to non-parent interests comprised the operating results of stand-alone CLOs from
January 1, 2010, the date of adoption of ASC Topic 810,
Consolidation
, through June 30, 2010. See
Discontinued Operations below for further information.
33
Net Credit Swap Revenue (Loss)
Net credit swap revenue (loss) was $61.0 million and $(189.7) million for the three months
ended June 30, 2011 and 2010, respectively.
Net credit swap revenue includes:
|
|
|
Net realized gains (losses) on credit swaps, which include gain (losses) on terminated
credit swaps and losses on credit events during the period; and
|
|
|
|
Net unrealized gains (losses) on credit swaps.
|
The table below shows the components of net credit swap revenue (loss) for the three months
ended June 30, 2011 and 2010 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
Net premiums earned
|
|
$
|
10,224
|
|
|
$
|
15,234
|
|
Net realized losses on credit swaps
|
|
|
(6,667
|
)
|
|
|
(10,094
|
)
|
Net unrealized gains (losses) on credit swaps
|
|
|
57,452
|
|
|
|
(194,848
|
)
|
|
|
|
|
|
|
|
Total net credit swap revenue
|
|
$
|
61,009
|
|
|
$
|
(189,708
|
)
|
|
|
|
|
|
|
|
Net Premiums Earned
Net premiums earned were $10.2 million and $15.2 million for the three months ended June 30,
2011 and 2010, respectively. The decrease in net premiums is primarily attributable to the reduced
notional principal of Primus Financials credit swap portfolio. The notional principal on the
portfolio was $9.3 billion as at June 30, 2011, compared with $14.1 billion as at June 30, 2010.
Primus Financial did not write any new credit protection during these periods.
Net Realized Losses on Credit Swaps
Net realized losses on credit swaps were $6.7 million and $10.1 million for the three months
ended June 30, 2011 and 2010, respectively. Net realized losses for the three months ended June 30,
2011 were primarily the result of payments totaling $4.7 million to counterparties to terminate
certain single name and tranche exposures relating to one mortgage insurer. In addition, a payment
of $2.0 million was made to settle a claim for a CDS on ABS which had previously suffered a credit
event.
Net realized losses for the three months ended June 30, 2010 primarily comprised payments of
$10.0 million to terminate single name credit swaps referencing two financial guaranty (monoline)
companies
34
Net Unrealized Gains (Losses) on Credit Swaps
Net unrealized gains (losses) on credit swaps were $57.5 million and $(194.8) million for the
three months ended June 30, 2011 and 2010, respectively. During the second quarter of 2011, we saw
a decline in the weighted average market credit swap spreads in Primus Financials credit swap
portfolio. The decline in swap spreads, together with a contraction in the remaining tenor and size
of the credit swap portfolio, combined to produce unrealized mark-to-market gains in the
second quarter of 2011. Weighted average market credit swap spreads in Primus Financials
credit swap portfolio increased in the second quarter 2010 resulting in unrealized mark-to-market
losses. Primus Financial makes a nonperformance risk adjustment in determining the fair value of
its credit swap liabilities. During the three months ended June 30, 2011 and 2010, Primus Financial
recorded gains (losses) from nonperformance risk adjustments of $(2.7) million and $62.9 million,
respectively, which is reflected in net credit swap revenue in these periods.
Interest Income
We earned interest income of $2.6 million and $3.5 million for the three months ended June 30,
2011 and 2010, respectively. The decrease is primarily attributable to lower interest rates earned
on the investment portfolio.
Weighted average yields on our cash, cash equivalents and investments were 1.77% in the three
months ended June 30, 2011, compared with 2.43% for the three months ended June 30, 2010.
Gain on Retirement of Long-Term Debt
During the three months ended June 30, 2011, Primus Guaranty did not purchase any of its 7%
Senior Notes, nor did Primus Financial repurchase any of its subordinated deferrable notes. During
the three months ended June 30, 2010, in aggregate, we recorded gains of $2.7 million, on the
retirement of long-term debt, net of related write-off of unamortized issuance costs.
During the three months ended June 30, 2010, Primus Guaranty purchased and retired $3.1
million in face value of its 7% Senior Notes at a cost of $2.2 million. These transactions resulted
in a gain of $0.8 million on retirement of long-term debt, net of a related write-off of
unamortized issuance costs.
During the three months ended June 30, 2010, Primus Financial purchased $5.6 million in face
value of its subordinated deferrable notes at a cost of $3.7 million. These transactions resulted
in a gain of $1.9 million on retirement of long-term debt, net of a related write-off of
unamortized issuance costs.
Other Income (Loss)
Other income (loss) includes realized and unrealized gains or losses on trading securities,
sublease rental income and foreign currency revaluation losses. Other income (loss) was $321
thousand and $(51) thousand during the three months ended June 30, 2011 and 2010, respectively. The
increase was primarily attributable to increased sublease rental income.
35
Operating Expenses
Operating expenses from continuing operations were $3.3 million and $8.5 million for the three
months ending June 30, 2011 and 2010, respectively, as summarized in the table below (dollars in
thousands).
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
Compensation and employee benefits
|
|
$
|
1,570
|
|
|
$
|
4,546
|
|
Professional and legal fees
|
|
|
674
|
|
|
|
2,178
|
|
Other
|
|
|
1,077
|
|
|
|
1,777
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
3,321
|
|
|
$
|
8,501
|
|
|
|
|
|
|
|
|
We reduced the size and scope of our operations during 2010 and 2011, which has resulted
in a general reduction in our operating expenses. Compensation and employee benefits include
salaries, benefits and share-based compensation. Compensation expense for the three months ended
June 30, 2011 was $1.6 million, a reduction of $2.9 million from the second quarter of 2010. The
decrease was primarily the result of reduced employee headcount. The number of full-time employees
engaged in continuing operations at June 30, 2011 and 2010 were 12 and 34, respectively.
Share-based compensation expense was approximately $0.5 million and $1.8 million for the three
months ended June 30, 2011 and 2010, respectively.
Professional and legal fees expense includes audit and tax advisor fees, legal costs,
consulting fees, and director and officer liability insurance expense. Other operating expenses
include rent, technology and data costs, depreciation and amortization, bank fees, travel and
entertainment, exchange fees and other general and administrative expenses. The decrease in
professional fees and other operating expenses is primarily attributable to lower legal and
advisory fees related to the general reduction in the scope of our business.
Interest Expense and Preferred Distributions
Interest Expense
Interest expense includes costs related to the 7% Senior Notes issued by Primus Guaranty after
adjustment for an interest rate swap, and interest on the subordinated deferrable notes issued by
Primus Financial. We recorded interest expense of $1.5 million and $1.7 million for the three
months ended June 30, 2011 and 2010, respectively. The decrease was principally the result of
reductions in debt outstanding.
In February 2007, we entered into an interest rate swap agreement with a major financial
institution that effectively converted a notional amount of $75 million of our 7% Senior Notes to
floating rate debt based on the three-month London Interbank Offered Rates (LIBOR) plus a fixed
spread of 0.96%. The counterparty has the right to terminate the interest rate swap beginning in
December 2011. Inclusive of the interest rate swap, we recorded $0.5 million and $0.5 million of
net interest expense on the 7% Senior Notes for the three months ended June 30, 2011 and 2010,
respectively. The weighted average net interest rate was 2.36% and 2.43% for the three months ended
June 30, 2011 and 2010, respectively.
36
Primus Financials subordinated deferrable interest notes were issued in the auction rate
market. This market continues to be dislocated and as a result, the interest rates on the notes
were set at the contractually specified rates over LIBOR. From January 1, 2010 through June 30,
2011, Primus Financial repurchased $36.5 million of its subordinated deferrable interest notes. For
the three months ended June 30, 2011 and 2010, we recorded $1.0 million and $1.2 million of
interest expense on Primus Financials subordinated deferrable interest notes, respectively.
Interest expense decreased primarily as a result of a reduction in outstanding debt. The weighted
average interest rate on these notes was 3.54% and 3.57% for the three months ended June 30, 2011
and 2010, respectively. At June 30, 2011, Primus Financials subordinated deferrable interest
notes of $76.5 million (face value) mature in June 2021 and $34.6 million (face value) mature in
July 2034. At June 30, 2011 and 2010, Primus Financials subordinated deferrable interest notes
were accruing interest at an all-in rate of 3.37% and 3.49%, respectively.
Preferred Distributions
Primus Financial issued net $100 million of perpetual preferred securities in 2002. The rate
of distributions on the perpetual preferred distributions is set by reference to a contractual
spread of 3% over LIBOR. Primus Financial paid net distributions of approximately $0.7 million and
$0.7 million during the three months ended June 30, 2011 and 2010, respectively, on its perpetual
preferred securities. The weighted average distribution rate on these securities was 3.20% and
3.07% for the three months ended June 30, 2011 and 2010, respectively.
At June 30, 2011 and 2010, the all-in distribution rate on Primus Financials perpetual
preferred securities was 3.19% and 3.35%, respectively.
Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes was $1 thousand and $(113) thousand for the three months
ended June 30, 2011 and 2010, respectively. Primus Guaranty had a net deferred tax asset, fully
offset by a valuation allowance, of $17.0 million and $16.5 million as of June 30, 2011 and
December 31, 2010, respectively. The change in the deferred tax asset and valuation allowance
resulted primarily from Primus Asset Managements estimated net operating loss and the timing of
tax adjustments related to share-based compensation expense.
Discontinued Operations
In December 2010, Primus Asset Management sold its CypressTree subsidiary to Commercial
Industrial Finance Corp. (CIFC). The proceeds from the sale are contingent on the amount of
future CLO management fees received. Primus Asset Management established a contingent receivable to
record the estimated value of the future fees. Primus Asset Management had previously also
established a contingent liability to reflect amounts due to the prior owners of CypressTree under
the terms of its purchase of the company in 2009. Changes to the estimated contingent receivable
and liability, together with any cash payments or receipts under the agreements, are recorded as
discontinued operations in the condensed consolidated statements of operations. In connection with
the sale of CypressTree, Primus Asset Management agreed to accept a fixed proportion of the future
management fees received on the CLOs which are currently sub-advised by the buyer of CypressTree.
This income is also recorded under the Discontinued Operations caption in the condensed
consolidated statements of operations.
37
Income from discontinued operations was $2.8 million in the three months ended June 30, 2011,
which primarily consisted of unrealized gain from investment securities, interest income from
investment securities, sub-advised CLO fees, changes in the fair value of the contingent payables
related to the Companys original purchase of CypressTree and changes in the fair value of the
contingent receivables from the buyer of CypressTree.
The loss from discontinued operations was $119.9 million for the three months ended June 30,
2010, of which income of approximately $6.0 million was attributable to the Primus Guaranty common
shareholders and a loss of $125.9 million was attributable to non-parent interests in CLOs. The
income attributable to Primus Guaranty common shareholders primarily comprised asset management
fees and investment income on investments in CLO securities, partly offset by the operating
expenses of the asset management business.
See note 7 of notes to condensed consolidated financial statements for further discussion and
information related to Discontinued Operations.
Six Months Ended June 30, 2011 Compared With Six Months Ended June 30, 2010
Overview of Financial Results
GAAP net income available to common shares for the six months ended June 30, 2011 was $145.8
million, compared with GAAP net loss available to common shares of $(101.9) million for the six
months ended June 30, 2010. The Companys GAAP net income (loss) available to common shares was
driven primarily by net credit swap revenue (loss) of $147.1 million and $(102.2) million for the
six months ended June 30, 2011 and 2010, respectively. Net credit swap revenue (loss) for the
periods was chiefly attributable to unrealized mark-to-market gains (losses) on Primus Financials
credit swap portfolio.
Interest income on our portfolio of investments was $5.2 million for the six months ended June
30, 2011, compared with $6.2 million for the six months ended June 30, 2010.
During the six months ended June 30, 2011 and 2010, we recorded net gains of approximately
$2.8 million and $7.4 million, respectively, on purchases and retirement of our long-term debt,
which included purchases by Primus Guaranty of its 7% Senior Notes and purchases by Primus
Financial of its subordinated deferrable notes.
Interest expense and distributions on preferred securities issued by Primus Financial were
$4.8 million for the six months ended June 30, 2011, compared with $5.3 million for the six months
ended June 30, 2010. The decrease is primarily attributable to a reduction in our outstanding debt.
Operating expenses from continuing operations were $7.6 million for the six months ended June
30, 2011, compared with $16.3 million for the six months ended June 30, 2010. The decrease in
operating expenses was principally a result of a reduction in the size and scope of our business
and reduced employee headcount.
On December 1, 2010, we divested our CLO asset management business, which included the sale of
our CypressTree subsidiary, a manager and sub-advisor of CLOs. The proceeds from the sale are
expected to be received over time and are contingent upon the amount of future fees earned on the
CypressTree CLO transactions. As a result of the divestiture of our asset management business on
December 1, 2010, the results of operations from this business have been classified as discontinued
operations for all periods presented.
38
Income from discontinued operations for the six months ended June 30, 2011 was $2.5 million.
Loss from discontinued operations for the six months ended June 30, 2010 was $28.4 million, of
which income of approximately $8.1 million was attributable to Primus Guaranty common shareholders
and a loss of $36.5 million was attributable to non-parent interests in CLOs.
Net Credit Swap Revenue (Loss)
Net credit swap revenue (loss) was $147.1 million and $(102.2) million for the six months
ended June 30, 2011 and 2010, respectively.
Net credit swap revenue includes:
|
|
|
Net realized gains (losses) on credit swaps, which include gain (losses) on terminated
credit swaps and losses on credit events during the period; and
|
|
|
|
Net unrealized gains (losses) on credit swaps.
|
The table below shows the components of net credit swap revenue for the six months ended June
30, 2011 and 2010 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
Net premiums earned
|
|
$
|
21,395
|
|
|
$
|
31,670
|
|
Net realized losses on credit swaps
|
|
|
(14,478
|
)
|
|
|
(66,136
|
)
|
Net unrealized gains (losses) on credit swaps
|
|
|
140,190
|
|
|
|
(67,712
|
)
|
|
|
|
|
|
|
|
Total net credit swap revenue
|
|
$
|
147,107
|
|
|
$
|
(102,178
|
)
|
|
|
|
|
|
|
|
Net Premiums Earned
Net premiums earned were $21.4 million and $31.7 million for the six months ended June 30,
2011 and 2010, respectively. The decrease in net premiums is primarily attributable to the reduced
notional principal of Primus Financials credit swap portfolio. Primus Financial did not write any
new credit protection during these periods.
Net Realized Losses on Credit Swaps
Net realized losses on credit swaps were $14.5 million and $66.1 million for the six months
ended June 30, 2011 and 2010, respectively. Net realized losses for the six months ended June 30,
2011 primarily consisted of payments of $9.8 million for the settlement of credit events on CDS on
ABS transactions and $4.7 million to terminate or amend swap transactions to reduce exposure to one
mortgage insurer.
Net realized losses for the six months ended June 30, 2010 primarily comprised of payments of
$35 million relating to the termination of three tranche transactions and $29.2 million to
terminate single name credit swaps referencing two financial guaranty (monoline) companies
39
Net Unrealized Gains (Losses) on Credit Swaps
Net unrealized gains (losses) on credit swaps were $140.2 million and $(67.7) million for the
six months ended June 30, 2011 and 2010, respectively. The change in unrealized gains (losses) on
credit swaps reflect general reductions, increases in market credit swap premium levels, reductions
in the average remaining maturity and contractions in the notional size and remaining maturity of
the credit swap portfolio in those periods. In addition, payments to counterparties for the
settlement of credit events or early termination or amendment of credit swaps during the six months
ended June 30, 2011 and 2010 reduced the liability for unrealized losses on credit swaps. Primus
Financial makes a nonperformance risk adjustment in determining the fair value of its credit swap
liabilities. During the six months ended June 30, 2011 and 2010, Primus Financial recorded gains
(losses) from nonperformance risk adjustments of $(25.3) million and $0.1 million, respectively,
which is reflected in net credit swap revenue (loss) in these periods.
Interest Income
We earned interest income of $5.2 million and $6.2 million for the six months ended June 30,
2011 and 2010, respectively. The decrease is primarily attributable to reductions in the yields on
our investment portfolio.
Weighted average yields on our cash, cash equivalents and investments were 1.77% for the six
months ended June 30, 2011, compared with 2.15% for the six months ended June 30, 2010.
Gain on Retirement of Long-Term Debt
During the six months ended June 30, 2011 and 2010, in aggregate, we recorded gains of $2.8
million and $7.4 million, respectively, on the retirement of long-term debt, net of related
write-off of unamortized issuance costs.
During the six months ended June 30, 2011, Primus Guaranty purchased and retired $0.3 million
in face value of its 7% Senior Notes at a cost of $0.2 million. As a result, we recorded a gain of
$0.1 million on the retirement of our long-term debt, net of a related write-off of unamortized
issuance costs.
During the six months ended June 30, 2011, Primus Financial purchased $11.7 million in face
value of its subordinated deferrable notes at a cost of $8.8 million. These transactions resulted
in a gain of $2.7 million on retirement of long-term debt, net of a related write-off of
unamortized issuance costs.
During the six months ended June 30, 2010, Primus Guaranty purchased $3.2 million in face
value of its 7% Senior Notes at a cost of $2.2 million. These transactions resulted in a gain of
$0.8 million on retirement of long-term debt, net of a related write-off of unamortized issuance
costs.
During the six months ended June 30, 2010, Primus Financial purchased $17.1 million in face
value of its subordinated deferrable notes at a cost of $10.3 million. These transactions resulted
in a gain of $6.6 million on retirement of long-term debt, net of a related write-off of
unamortized issuance costs.
40
Other Income (Loss)
Other income (loss) includes realized and unrealized gains or losses on trading securities,
sublease rental income and foreign currency revaluation losses. Other income was $618 thousand
and $132 thousand during the six months ended June 30, 2011 and 2010, respectively. The
increase was primarily attributable to increased sublease rental income and lower foreign currency
revaluation losses.
Operating Expenses
Operating expenses from continuing operations were $7.6 million and $16.3 million for the six
months ending June 30, 2011 and 2010, respectively, as summarized in the table below (dollars in
thousands).
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
Compensation and employee benefits
|
|
$
|
3,692
|
|
|
$
|
9,126
|
|
Professional and legal fees
|
|
|
1,496
|
|
|
|
3,663
|
|
Other
|
|
|
2,393
|
|
|
|
3,500
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
7,581
|
|
|
$
|
16,289
|
|
|
|
|
|
|
|
|
We reduced the size and scope of our operations during 2010 and 2011, which has resulted
in a general reduction in our operating expenses. Compensation and employee benefits include
salaries, benefits and share-based compensation. Compensation expense for the six months ended June
30, 2011 was $3.7 million, a reduction of $5.4 million from the first six months of 2010. The
decrease was primarily the result of reduced employee headcount. The number of employees engaged in
continuing operations at June 30, 2011 and 2010 were 12 and 34, respectively. Share-based
compensation expense was approximately $1.1 million and $3.3 million for the six months ended June
30, 2011 and 2010, respectively.
Professional and legal fees expense includes audit and tax advisor fees, legal costs,
consulting fees, and director and officer liability insurance expense. Other operating expenses
include rent, technology and data costs, depreciation and amortization, bank fees, travel and
entertainment, exchange fees and other general and administrative expenses. The decrease in
professional fees and other operating expenses is primarily attributable to lower legal and
advisory fees related to the general reduction in the scope of our business.
Interest Expense and Preferred Distributions
Interest Expense
Interest expense includes costs related to the 7% Senior Notes issued by Primus Guaranty after
adjustment for an interest rate swap, and interest on the subordinated deferrable notes issued by
Primus Financial. We recorded interest expense of $3.1 million and $3.6 million for the six months
ended June 30, 2011 and 2010, respectively. The decrease was principally the result of reductions
in debt outstanding.
From January 1, 2010 through June 30, 2011, we have repurchased $4.5 million of our 7% Senior
Notes. The reduction in principal outstanding had the effect of reducing the net interest expense
on these Notes. In February 2007, we entered into an interest rate swap agreement with a major
financial institution that effectively converted a notional amount of $75 million of our 7% Senior
Notes to floating rate debt based on the three-month LIBOR plus a fixed spread of 0.96%. The
interest rate swap may be terminated at the option of the counterparty beginning in December 2011.
Inclusive of the interest rate swap, we recorded $1.1 million and $1.2 million of net interest
expense on the 7% Senior Notes for the six months ended June 30, 2011 and 2010, respectively.
The weighted average net interest rate was 2.34% and 2.46% for the six months ended June 30, 2011
and 2010, respectively.
41
Primus Financials subordinated deferrable interest notes were issued in the auction rate
market. This market continues to be dislocated and as a result, the interest rates on the notes
continue to be set at the contractually specified rates over LIBOR. During the course of 2011 and
2010, Primus Financial repurchased $36.5 million of its subordinated deferrable interest notes. For
the six months ended June 30, 2011 and 2010, we recorded $2.0 million and $2.4 million of interest
expense on Primus Financials subordinated deferrable interest notes, respectively. Interest
expense decreased primarily as a result of reduced debt levels. The weighted average interest rate
on these notes was 3.53% and 3.54% for the six months ended June 30, 2011 and 2010, respectively.
Preferred Distributions
Primus Financial issued net $100 million of perpetual preferred securities in 2002. The rate
of distributions on the perpetual preferred distributions is set by reference to a contractual
spread of 3% over LIBOR. Primus Financial paid net distributions of approximately $1.7 million and
$1.7 million during the six months ended June 30, 2011 and 2010, respectively, on its perpetual
preferred securities. The weighted average distribution rate on these securities was 3.23% and
3.62% for the six months ended June 30, 2011 and 2010, respectively.
Provision for Income Taxes
Provision for income taxes was $11 thousand and $27 thousand for the six months ended June 30,
2011 and 2010, respectively. Primus Guaranty had a net deferred tax asset, fully offset by a
valuation allowance, of $16.6 million and $16.5 million as of June 30, 2011 and December 31, 2010,
respectively. The change in the deferred tax asset and valuation allowance resulted primarily from
Primus Asset Managements estimated net operating loss and the timing of tax adjustments related to
share-based compensation expense.
Discontinued Operations
In December 2010, Primus Asset Management sold its CypressTree subsidiary to CIFC. The
proceeds from the sale are contingent on the amount of future CLO management fees received by
CypressTree. Primus Asset Management established a contingent receivable to record the estimated
value of the future fees. Primus Asset Management had previously also established a contingent
liability to reflect amounts due to the prior owners of CypressTree under the terms of its purchase
of the company in 2009. Changes to the estimated contingent receivable and liability, together with
any cash payments or receipts under the agreements, are recorded as discontinued operations in the
condensed consolidated statements of operations. In connection with the sale of CypressTree, Primus
Asset Management agreed to accept a fixed proportion of the future management fees received on the
CLOs which are currently sub-advised by the buyer of CypressTree. This income is also recorded
under the discontinued operations caption in the condensed consolidated statements of operations.
The gain from discontinued operations was $2.5 million for the six months ended June 30, 2011,
which primarily consisted of sub-advised CLO fees, changes in the fair value of the contingent
payables related to the Companys original purchase of CypressTree, changes in the value of CLO
equity investments and changes in the fair value of the contingent receivables from the buyer of
CypressTree.
42
The loss from discontinued operations was $28.4 million for the six months ended June 30,
2010, of which income from discounted operations of approximately $8.1 million was attributable to
the Primus Guaranty common shareholders and $36.5 million of loss from discontinued operations was
attributable to non-parent interests in CLOs. The income attributable to Primus Guaranty common
shareholders primarily comprised asset management fees and appreciation on investments in CLO
securities, partly offset by the operating expenses of the asset management business.
See note 7 of notes to condensed consolidated financial statements for further discussion and
information related to Discontinued Operations.
Income Taxes
Primus Guaranty, Primus (Bermuda), Ltd, one of our subsidiaries (Primus Bermuda), and Primus
Financial are not expected to be engaged in the active conduct of a trade or business in the United
States and as a result are not expected to be subject to U.S. federal, state or local income tax.
Primus Asset Management is a United States domiciled corporation and is subject to U.S. federal,
state and local income tax on its income, including on fees received from Primus Financial.
Primus Guaranty and certain of its subsidiaries have undergone a U.S. federal income tax audit
covering the tax years 2004 through 2006. Although management has not received formal notification
from the U.S. Internal Revenue Service that the audit has been completed, the statute of
limitations for the years in question expired as of December 31, 2010, and the Company has taken
the position that the audit has concluded without any additional liability on behalf of the
Company. For U.S. federal income tax purposes, Primus Guaranty, Primus Bermuda and Primus Bermudas
investment in the subordinated notes of Primus CLO I, Ltd. are likely to be treated as passive
foreign investment companies.
Non-GAAP Financial Measures Economic Results
In addition to the results of operations presented in accordance with GAAP, our management and
the board of directors of Primus Guaranty, Ltd. use certain non-GAAP financial measures called
Economic Results. We believe that our Economic Results provide information useful to investors in
understanding our underlying operational performance and business trends. Economic Results is an
accrual based measure of our financial performance, which in our view, better reflects our
long-term buy and hold strategy in our credit protection business. However, Economic Results is not
a measurement of financial performance or liquidity under GAAP; therefore, these non-GAAP financial
measures should not be considered as an alternative or substitute for GAAP.
We define Economic Results as GAAP net income (loss) available to common shares adjusted for
the following:
|
|
|
Unrealized gains (losses) on credit swaps sold by Primus Financial are excluded from
GAAP net income (loss) available to common shares;
|
|
|
|
Realized gains from early termination of credit swaps sold by Primus Financial are
excluded from GAAP net income (loss) available to common shares;
|
43
|
|
|
Realized gains from early termination of credit swaps sold by Primus Financial are
amortized over the period that would have been the remaining life of the credit swap, and
that amortization is added to GAAP net income (loss) available to common shares;
|
|
|
|
Provision for CDS on ABS credit events; and
|
|
|
|
Reduction in provision for CDS on ABS credit events upon termination of credit swaps.
|
We exclude unrealized gains (losses) on credit swaps sold because quarterly changes in the
fair value of the credit swap portfolio do not necessarily cause Primus Financial to take any
specific actions relative to any Reference Entity or group of Reference Entities. We manage the
Primus Financial portfolio based on our assessment of credit fundamentals with a general strategy
of holding credit swaps to maturity. At maturity, the mark-to-market values would revert to zero,
to the extent no realized gains or losses had occurred. Additionally, changes in the fair value of
the credit swap portfolio have no impact on our liquidity, as Primus Financial does not provide
counterparties with collateral. We exclude realized gains on credit swaps sold because our
strategy is focused on generation of premium income as opposed to trading gains and losses,
although we amortize any realized gains over the original remaining life of the terminated
contracts.
Credit events related to CDS on ABS may include any or all of the following: failure to pay
principal, write-down in the reference obligation and distressed ratings downgrades on the
reference obligation as defined in the related credit swap agreement. There may be a protracted
period between the occurrence and the settlement of a credit event on CDS on ABS, and thus the
estimated loss resulting from the credit event continues to be classified as an unrealized loss in
net credit swap revenues. We make provisions in Economic Results for estimated costs of CDS on ABS
credit events in the period in which the credit event occurs since our Economic Results excludes
the change in unrealized losses on credit swaps sold for the period. These provisions are adjusted
subsequently to reflect the known settlement amount(s) in the period in which the settlement
occurs.
44
The following table below presents a reconciliation of our Economic Results (non-GAAP measures) to
GAAP for the three and six months ended June 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss) available to common shares
|
|
$
|
61,137
|
|
|
$
|
(188,394
|
)
|
|
$
|
145,837
|
|
|
$
|
(101,872
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized fair value of credit swaps sold (gain) loss by Primus Financial
|
|
|
(57,452
|
)
|
|
|
194,963
|
|
|
|
(140,190
|
)
|
|
|
67,827
|
|
Realized gains from early termination of credit swaps sold by Primus Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of realized gains from the early termination of credit swap sold by Primus Financial
|
|
|
30
|
|
|
|
264
|
|
|
|
69
|
|
|
|
558
|
|
Provision for CDS on ABS credit events
|
|
|
(255
|
)
|
|
|
|
|
|
|
(1,398
|
)
|
|
|
(2,374
|
)
|
Reduction in provision for CDS on ABS credit events upon termination of credit swaps
|
|
|
1,983
|
|
|
|
|
|
|
|
9,841
|
|
|
|
1,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Economic Results
|
|
$
|
5,443
|
|
|
$
|
6,833
|
|
|
$
|
14,159
|
|
|
$
|
(34,042
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Economic Results earnings per GAAP diluted share
|
|
$
|
0.14
|
|
|
$
|
0.18
|
|
|
$
|
0.37
|
|
|
$
|
(0.88
|
)
|
Economic Results weighted average common shares outstanding GAAP diluted
|
|
|
37,837
|
|
|
|
38,903
|
|
|
|
38,124
|
|
|
|
38,795
|
|
Economic Results earnings per GAAP diluted share is calculated by dividing net economic
results by the weighted average number of common shares adjusted for the potential issuance of
common shares (dilutive securities).
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements (as such term is defined in Item 303 of
Regulation S-K) that are reasonably likely to have a current or future material effect on our
financial condition, changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
Contractual Obligations
There have not been any material changes from our contractual obligations previously disclosed
in our Annual Report on Form 10-K for the year ended December 31, 2010.
45
Liquidity and Capital Resources
Our cash, cash equivalents, restricted cash and investments were $586.6 million and $605.3
million as of June 30, 2011 and December 31, 2010, respectively. Since our inception, we have
raised both debt and equity capital and have contributed capital to our operating subsidiaries. At
June 30, 2011 and December 31, 2010, Primus Guaranty, Ltd. had $22.1 million and $23.7 million,
respectively, of cash and cash equivalents and investments.
Since October 2008, Primus Guaranty has been able to purchase and retire approximately $34.9
million in face value of its 7% Senior Notes at a cost of approximately $14.7 million. At June 30,
2011, the carrying value of the 7% Senior Notes was $90.1 million.
Since the inception of our common share buyback program in 2008, we purchased and retired
approximately 11.2 million common shares at a cost of approximately $28.1 million through June 30,
2011.
Primus Financials subordinated deferrable interest notes were issued in the auction rate
market. Since April 2009, Primus Financial purchased and retired $88.9 million of its debt at a
cost of $41.4 million. At June 30, 2011, the total carrying value of the subordinated deferrable
interest notes was $111.1 million.
Primus Financials capital resources are available to support counterparty claims to the
extent there is a defined credit event on a Reference Entity in its portfolio. Counterparties have
no right to demand capital from Primus Financial resulting from changes in fair value on its credit
swap portfolio. At June 30, 2011, Primus Financial had capital resources of $555.8 million, which
includes restricted cash and investments of $135.1 million pledged as security in favor of two
counterparties. Primus Financial will continue to collect quarterly premium payments from its
counterparties on outstanding credit swap contracts.
At June 30, 2011, the weighted average remaining tenor on the credit swap portfolio was 1.93
years and the total expected future premium receipts on Primus Financials single name and tranche
credit swap portfolio was approximately $76.5 million (assuming all credit swaps in the portfolio
run to full maturity).
Primus Financial receives cash from the receipt of credit swap premiums, any realized gains
from the early termination of credit swaps and interest income earned on its investment portfolio.
Cash is used to pay operating and administrative expenses, premiums on credit swaps purchased,
realized losses from the early termination of credit swaps, settlement of amounts for credit events
and interest on debt and preferred share distributions.
At June 30, 2011, Primus Bermuda and Primus Asset Management had investments in securities
issued by CLOs with a fair value of approximately $6.4 million, which we have classified as trading
investments.
46
Cash Flows
Cash flows from operating activities
Net cash used in operating activities was $0.1 million
and $61.4 million for the six months ended June 30, 2011 and 2010, respectively. The change
primarily was attributable to lower realized losses on credit swaps related to risk mitigation
transactions during the first six months of 2011 compared with the first six months of 2010. In
addition, net cash used in operating activities for the six months ended June 30, 2010 included CLO
non-cash items and changes in CLO assets and CLO liabilities as a result of the consolidation of
the CLOs, which represented non-parent interests in CLOs. The assets of the CLOs were restricted
solely to satisfy the liabilities of the CLOs and were not available to us for our general
obligations or in satisfaction of our debt obligations.
Cash flows from investing activities
Net cash used in investing activities was $43.0
million and $45.6 million for the six months ended June 30, 2011 and 2010, respectively. The
change primarily was attributable to payments received from CLO investments.
Cash flows from financing activities
Net cash used in financing activities was $19.1 million and
$52.6 million for the six months ended June 30, 2011 and 2010, respectively. The change primarily
was attributable to repayment of CLO notes by the CLOs.
With our current capital resources and anticipated future credit swap premium receipts,
interest and other income, we believe we have sufficient liquidity to pay our operating expenses,
debt service obligations and Primus Financials preferred distributions over at least the next
twelve months.
47
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements with respect to our
future financial or business performance, strategies or expectations. Forward-looking statements
are subject to numerous assumptions, risks and uncertainties, which change over time. All
statements, other than statements of historical facts, included in this document regarding our
strategy, future operations, future financial position, future revenues, projected costs,
prospects, plans and objectives of management are forward-looking statements. The words
anticipate, believe, estimate, expect, intend, may, plan, potential, project,
opportunity, seek, will, would and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying
words. We may not actually achieve the plans, intentions or expectations disclosed in our
forward-looking statements and you should not place undue reliance on our forward-looking
statements. Actual results or events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements we make and future results could differ
materially from historical performance. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may
make. Forward-looking statements speak only as of the date they are made, and we do not assume any
obligation to, and do not undertake to, update any forward-looking statements. The following are
some of the factors that could affect financial performance or could cause actual results to differ
materially from estimates contained in or underlying the Companys forward-looking statements:
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fluctuations in the economic, credit, interest rate or foreign currency environment
in the United States and abroad;
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the level of activity within the national and international credit markets;
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the level of activity in the leveraged buyout and private equity markets;
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changes and volatility in pricing levels;
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change in rating agency ratings requirements or methodology;
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counterparty limits and risk;
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legislative, industry and regulatory developments, including changes in accounting
principles;
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the extent and timing of any share or debt repurchases;
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changes and volatility in international or national political, economic or industry
markets or conditions;
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terrorist activities, international hostilities and natural disasters, which may
adversely affect the general economy, domestic and international financial and capital
markets or specific industries or companies;
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the effects of implementation of new or revised accounting pronouncements; and
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uncertainties that have not been identified at this time.
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48
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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Market risk represents the potential for gains or losses that may result from changes in the
value of a financial instrument as a consequence of changes in market conditions. Our primary
market risk is changes in market credit swap premium levels, which increase or decrease the fair
value of the credit swap portfolio. Market credit swap premium levels change as a result of
specific events or news related to a Reference Entity, such as a change in a credit rating by any
of the rating agencies. Additionally, market credit swap premium levels can vary as a result of
changes in market sentiment. As a general matter, given Primus Financials strategy of holding
credit swaps sold until maturity, we do not seek to manage our overall exposure to market credit
swap premium levels, and we expect fluctuations in the fair value of the credit swap portfolio as a
result of these changes. As of June 30, 2011, each ten basis point increase or decrease in market
credit swap premiums would decrease or increase the fair value of the credit swap portfolio by
approximately $41.5 million.
We face other market risks, which are likely to have a lesser impact upon our net income
(loss) available to common shares than those associated with market credit swap premium level risk.
These other risks include interest rate risk associated with market interest rate movements. These
movements may affect the value of the credit swap portfolio as our pricing model includes an
interest rate component, which is used to discount future expected cash flows. Interest rate
movements may also affect the carrying value of and yield on our investments. The Primus Financial
Perpetual Preferred Shares pay distributions that are based upon LIBOR. A difference between the
distribution rates we pay and the interest rates we receive on our investments may result in an
additional cost to our company. Assuming that the Primus Financial Perpetual Preferred Shares
reflect prevailing short-term interest rates, each 25 basis point increase or decrease in the level
of those rates would increase or decrease Primus Financials annual distribution cost by $231,927
for its perpetual preferred securities. In addition, interest rate movements may increase or
decrease the interest expense we incur on Primus Financials $111.1 million of subordinated
deferrable interest notes at June 30, 2011. A 25 basis point increase in the level of those rates
would increase Primus Financials interest expense by $281,608 annually.
In February 2007, we entered into an interest rate swap agreement with a major financial
institution that effectively converted a notional amount of $75 million of our 7% Senior Notes, to
floating rate debt based on three-month LIBOR plus a fixed spread of 0.96%. Assuming a 25 basis
point increase or decrease in three-month LIBOR, our interest expense would increase or decrease by
$190,104 annually. The counterparty has the right to terminate the interest rate swap beginning in
December 2011.
49
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Item 4.
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Controls and Procedures
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The Company has carried out an evaluation, under the supervision and with the participation of
the companys management, including the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of disclosure controls and procedures pursuant to Rule 13a-15 promulgated under the
Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the
disclosure controls and procedures are effective to provide reasonable assurance that all material
information relating to the Company required to be filed in this report have been made known to
them in a timely fashion.
There have been no changes in internal control over financial reporting that occurred during
the most recent fiscal quarter that have materially affected, or are reasonably likely to affect,
internal control over financial reporting.
The Companys management, including the Chief Executive Officer and the Chief Financial
Officer, does not expect that the Companys disclosure controls or its internal controls can
prevent all errors and all fraud. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered relative to
their costs. As a result of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected. As a result of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected. Accordingly, the
Companys disclosure controls and procedures and internal controls are designed to provide
reasonable, not absolute, assurance that the disclosure controls and procedures are met.
Part II. Other Information
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Item 1.
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Legal Proceedings
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In the ordinary course of operating our business, we may encounter litigation from time to
time. However, we are not party to nor are we currently aware of any material pending or overtly
threatened litigation.
However, at the time Primus Asset Management, Inc. acquired CypressTree Investment Management,
LLP, a proceeding that had been initiated on May 6, 2005 was pending before the United States
District Court for the Southern District of New York. The proceeding was brought by Fern D.
Simmons, as plaintiff, against the former partners of CypressTree and CypressTree, as defendants.
After a trial in March 2011, the jury returned a verdict on March 23, 2011, finding that certain of
the partners had engaged in, and breached, a joint venture with plaintiff; that certain of the
partners breached their fiduciary duties to the plaintiff; that CypressTree was unjustly enriched
by plaintiff, and that CypressTree owed quantum meruit damages to plaintiff. On April 29, 2011,
the plaintiffs counsel filed with the court an acknowledgment that a full and complete
satisfaction had been made of, among others, CypressTrees judgment, in the amount of $1,314,159,
which had been made by Primus Asset Management. This acknowledgement was docketed by the court on
May 5, 2011. The Company continues to believe it has adequate rights against the former partners
of and other stakeholders in CypressTree to cover the judgment and interest paid by Primus Asset
Management, the legal fees and expenses and other liability incurred in or arising out of this
litigation.
50
There have not been any material changes from the risk factors previously disclosed in our
Annual Report on Form 10-K for the year ended December 31, 2010.
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Issuer Purchases of Equity Securities
The following table provides information about our purchases of our common shares during the
second quarter ended June 30, 2011:
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Total Number of
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Shares Purchased as
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Approximate Dollar
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Total Number
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Average
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Part of Publicly
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Value of Shares that May
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of Shares
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Price Paid
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Announced Plans or
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Yet Be Purchased under
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Period
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Purchased
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per Share
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Programs
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the Plans or Programs (a)
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April 1 30
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100,200
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$
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4.99
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100,200
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$
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30,329,079
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May 1 31
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553,216
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$
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4.89
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553,216
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$
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27,624,049
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June 1 30
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149,000
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$
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5.00
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149,000
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$
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26,878,454
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Total
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802,416
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$
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4.92
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802,416
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(a)
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On October 8, 2008, our board of directors authorized the implementation of a buyback
program for the purchase of our common shares and/or our 7% Senior Notes in the aggregate up to
$25.0 million. On February 3, 2010, our board of directors authorized an additional expenditure of
up to $15.0 million of available cash for the purchase of our common shares and/or our 7% Senior
Notes. On July 29, 2010, our board of directors authorized an additional expenditure of up to $5.0
million of available cash for the purchase of our common shares and/or our 7% Senior Notes. On
October 27, 2010, our board of directors authorized an additional expenditure of up to $10.0
million of available cash for the purchase of our common shares and/or our 7% Senior Notes. The
amounts in this column do not reflect the cost of approximately $14.7 million for purchases of our
7% Senior Notes, since inception of our buyback program through the quarter ended June 30, 2011.
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Exhibits:
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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32
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
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51
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, thereunto duly authorized.
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PRIMUS GUARANTY, LTD.
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/s/ Richard Claiden
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Richard Claiden
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Chief Executive Officer
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/s/ Christopher N. Gerosa
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Christopher N. Gerosa
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Chief Financial Officer and Treasurer
(Duly Authorized Officer and Principal
Financial Officer)
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Date: August 12, 2011
52
Primus Guaranty, Ltd.
Exhibit Index
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Number
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Exhibit
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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|
|
|
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32
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
|
53
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