WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM) Files An 8-K Results of Operations and Financial ConditionITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 8, 2017, White Mountains Insurance Group, Ltd. issued a press release announcing its results for the three and nine months ended September30, 2017. The press release furnished herewith is attached as Exhibit 99.1 to this Form 8-K. Certain information included in the press release constitutes non-GAAP financial measures (as defined in RegulationG of the Securities and Exchange Commission). Specifically, the five non-GAAP financial measures disclosed in the press release include (i) adjusted book value per share, (ii) percentage change in adjusted book value per share for the third quarter of 2017, which includes the estimated gain from the OneBeacon Transaction as if it had closed on June 30, 2017, (iii) return on common equity securities and other long-term investments including high-yield fixed maturity investments, (iv) return on fixed maturity investments excluding high-yield fixed maturity investments and (v) earnings before interest, taxes, depreciation and amortization (“EBITDA”). These non-GAAP financial measures have been reconciled to their most comparable GAAP financial measures.
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Adjusted book value per share is a non-GAAP financial measure which is derived by adjusting the GAAP book value per share numerator (i) to include a discount for the time value of money arising from the expected timing of cash payments of principal and interest on the BAM Surplus Notes and (ii) to add back the unearned premium reserve, net of deferred acquisition costs, at HG Global. In addition, the number of common shares outstanding used in the calculation of adjusted book value per share are adjusted to exclude unearned restricted common shares, the compensation cost of which, at the date of calculation, has yet to be amortized. The calculation of adjusted book value per share also includes the dilutive effects of outstanding non-qualified options for periods prior to January 20, 2017, the expiration date of the non-qualified options. |
Beginning in the second quarter of 2017, in its calculation of adjusted book value per share, White Mountains has included a discount for the time value of money arising from the expected timing of cash payments of principal and interest on the BAM Surplus Notes. Under GAAP, White Mountains is required to carry the BAM Surplus Notes, including accrued interest, at nominal value with no consideration for time value of money. Based on a debt service model that forecasts operating results for BAM through maturity of the surplus notes, the present value of the BAM Surplus Notes, including accrued interest, is estimated to be $172 million and $167 million less than the nominal GAAP carrying values as of June 30, 2017 and September 30, 2017. White Mountains has also included the value of HG Global’s unearned premium reserve net of deferred acquisition costs. White Mountains believes these adjustments are useful to management and investors in analyzing the intrinsic value of HG Global, including the intrinsic value of the surplus notes and HG Global’s reinsurance subsidiary’s (HG Re’s) in-force business. A schedule is included on page 6 of Exhibit99.1 to this Form8-K that reconciles GAAP book value per share to adjusted book value per share.
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The underlying growth in adjusted book value per share included in Mr. Rountree’s quote on page 1 of Exhibit 99.1 to this Form 8-K reflects the estimated gain from the OneBeacon Transaction as if it had been calculated and realized on June 30, 2017. A schedule is included on page 12 of Exhibit99.1 to this Form8-K that reconciles GAAP to the reported percentage. |
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In the third quarter of 2016, White Mountains purchased high-yield fixed maturity investments, which are U.S. dollar denominated publicly traded and 144A debt securities issued by corporations with generally at least one rating between “B-” and “BB+” inclusive by S&P or similar ratings from other rating agencies. Given the risk profile of these investments, the returns on high-yield fixed maturity investments have been included with the returns on common equity securities and other long-term investments and excluded from the returns on fixed income investments, both of which Mr. Linker references in his quote on page 4 of Exhibit99.1 to this Form8-K. A schedule is included on page 13 of Exhibit99.1 to this Form8-K that reconciles the GAAP investment returns to the reported returns. |
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In the second quarter of 2017, MediaAlpha became a reportable segment, and White Mountains has included MediaAlpha’s EBITDA calculation as a non-GAAP financial measure. EBITDA is defined as net income (loss) excluding interest expense on debt, income tax benefit (expense), depreciation and amortization. White Mountains believes that this non-GAAP financial measure is useful to management and investors in analyzing MediaAlpha’s economic performance without the effects of interest rates, levels of debt, effective tax rates, depreciation and amortization resulting from purchase accounting. In addition, White Mountains believes that investors use EBITDA as a supplemental measurement to evaluate the overall operating performance of companies within the same industry. A schedule is included on page 11 of Exhibit99.1 to this Form8-K that reconciles MediaAlpha’s GAAP net loss to EBITDA. |
ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits
WHITE MOUNTAINS INSURANCE GROUP LTD ExhibitEX-99.1 2 wtm3q17earningsrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 CONTACT: Todd Pozefsky(203) 458-5807WHITE MOUNTAINS REPORTS THIRD QUARTER RESULTSHAMILTON,…To view the full exhibit click here
About WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM)
White Mountains Insurance Group, Ltd. is an insurance holding company. The Company’s segments include OneBeacon, HG Global/BAM and Other Operations. Its principal businesses are conducted through its insurance, reinsurance and insurance services subsidiaries and affiliates. Its OneBeacon segment consists of OneBeacon Insurance Group, Ltd., which owns a family of property and casualty insurance companies (collectively, OneBeacon). OneBeacon is a specialty property and casualty insurance writer that offers a range of insurance products in the United States primarily through independent agencies, regional and national brokers, wholesalers and managing general agencies. The HG Global/BAM segment consists of HG Global Ltd. (HG Global) and Build America Mutual Assurance Company (BAM). BAM provides insurance on municipal bonds issued to support the United States public purposes, such as schools. Its Other Operations segment consists of the Company and its intermediate holding companies.
