UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 5, 2015

 

JAMES RIVER GROUP HOLDINGS, LTD.

 

(Exact name of registrant as specified in its charter)

 

Bermuda   001-36777   98-0585280
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

32 Victoria Street, Hamilton Bermuda   HM 12
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +1-441-278-4580

 

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

 

Item 2.02       Results of Operations and Financial Condition.

 

On May 6, 2015, James River Group Holdings, Ltd. (the “Company”) issued a press release announcing its financial results for its first quarter of 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).

 

The information in this Item 2.02 and in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act unless specifically stated by the Company.

 

Item 5.07       Submission of Matters to a Vote of Security Holders.

 

On May 5, 2015, the Company held its 2015 Annual General Meeting of Shareholders (the “Annual Meeting”). The following is a summary of the final voting results for the sole matter voted upon at the Annual Meeting.

 

The approval of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company’s independent auditor to serve until the annual general meeting of shareholders to be held in 2016, and to authorize the board of directors, acting by the Audit Committee to determine the remuneration of Ernst & Young.

 

Votes For 27,507,443
Votes Against 153,664
Abstentions 11,275
Broker Non-Votes 0

 

Item 8.01        Other Events.

 

On May 5, 2015, our Board of Directors declared a cash dividend of $0.16 per common share, which will be paid on June 30, 2015 to shareholders of record at the close of business on June 15, 2015.

 

Item 9.01       Financial Statements and Exhibits.

 

(d)    Exhibits

 

The following Exhibit is furnished as a part of this Form 8-K:

 

Exhibit No.   Description
     
99.1   Press Release of the Company dated May 6, 2015

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  JAMES RIVER GROUP HOLDINGS, LTD.
     
Dated:  May 6, 2015 By: /s/ J. Adam Abram
    J. Adam Abram
    Chief Executive Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release of the Company dated May 6, 2015

 

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

JAMES RIVER GROUP HOLDINGS REPORTS FIRST QUARTER NET OPERATING

INCOME OF $11.7 MILLION OR $0.40 PER DILUTED SHARE

 

 

 

11.1% GROWTH IN NET OPERATING EARNINGS PER SHARE OVER THE FIRST

QUARTER OF 2014

 

 

 

23.0% GROWTH IN E&S SEGMENT GROSS WRITTEN PREMIUMS OVER THE

FIRST QUARTER OF 2014

 

 

 

DECLARES $0.16 PER SHARE QUARTERLY DIVIDEND

 

 

 

Hamilton, Bermuda, May 6, 2015 — James River Group Holdings, Ltd. (NASDAQ: JRVR) today announced financial results for the quarter ended March 31, 2015.

 

Highlights for the quarter include:

·Overall gross written premiums of $131.3 million in the first quarter of 2015 as follows:
oGrowth in our Excess and Surplus Lines segment of 23.0% to $75.7 million from $61.6 million in 2014;
oGrowth in our Specialty Admitted Insurance segment of 79.2% to $20.9 million from $11.7 million in the first quarter of 2014; and a
oReduction in our Casualty Reinsurance segment of 53.2% to $34.6 million from $74.0 million in the first quarter of 2014.
·Overall net written premiums for the quarter of $108.7 million as follows:
oGrowth in our Excess and Surplus Lines segment of 26.2% to $62.3 million from $49.4 million in 2014;
oGrowth in our Specialty Admitted Insurance segment of 37.6% to $11.5 million from $8.3 million in the first quarter of 2014; and a
oReduction in our Casualty Reinsurance segment of 52.9% to $34.9 million from $74.1 million in the first quarter of 2014.
·A combined ratio of 97.5% compared to 98.5% in the prior year;
·Net operating income in 2015 of $11.7 million compared to $10.5 million in the prior year;
·Fully diluted operating earnings per share of $0.40 compared to $0.36 in the prior year;
·Net income in 2015 of $9.4 million compared to $9.1 million in the prior year; and

 

- MORE -

 

32 Victoria Street, Milner Place, Hamilton HM 12, Bermuda

Mailing address l P.O. Box 1502, Hamilton HM FX, Bermuda

Tel 441.278.4580 l Fax 441.278.4588

 

 
 

 

JRVR Announces First Quarter Results

Page 2

May 6, 2015

 

·Fully diluted earnings per share were $0.32 for both the first quarter of 2015 and 2014.

 

J. Adam Abram, Chairman and Chief Executive Officer, said, "We are pleased to have a solid start to the year, and we remain on track to achieve our operating EPS guidance for calendar 2015. Our Excess and Surplus Lines segment, which is our largest and most profitable segment, continued to achieve very strong growth. Additionally, we achieved modest increases in our exposure adjusted rates in each of our underwriting segments during the quarter.”

 

"Our tangible book value grew by 2.1% during the first quarter of 2015, and 3.1% adding back the $0.16 dividend we paid on March 31, 2015. This growth in tangible book value is in line with our expectations. Going forward, we seek to continue to report steady underwriting profits and deliver consistent returns on tangible equity for our shareholders."

 

"In keeping with our Board's emphasis on capital efficiency and management, the Directors voted to declare a quarterly dividend of $0.16 per share to be paid on June 30, 2015."

 

Net operating earnings per diluted share for the first quarter of 2015 were $0.40 per share and excluded $0.08 per share of costs related to realized gains and losses and other non-operating expenses. This amount compares to $0.36 for the same period in 2014.

 

Fully diluted earnings per share for the first quarter of 2015 and 2014 were both $0.32.

 

The combined ratio for the Company was 97.5% (comprised of a loss ratio of 63.7% and an expense ratio of 33.8%) for the first quarter of 2015. This compares to a combined ratio of 98.5% (comprised of a loss ratio of 63.0% and an expense ratio of 35.5%) in the prior year.

 

Results for the quarter ended March 31, 2015 include favorable reserve development on prior accident years of $2.5 million. In the prior year, this favorable reserve development was $1.1 million. On an after-tax basis, favorable reserve development for the quarter is $2.0 million ($804,000 in the prior year).

 

The improvement in the overall expense ratio in the first quarter of 2015 compared to the same period in the prior year was primarily due to the increase in our earned premiums which grew 31.4% in the quarter from $89.1 million in 2014 to $117.0 million in 2015.

 

The Excess and Surplus Lines segment's combined ratio was 87.5% for the quarter ended March 31, 2015, comprised of a loss ratio of 60.3% and an expense ratio of 27.1%. In the prior year, this segment's combined ratio was 91.1% comprised of a loss ratio of 61.6% and an expense ratio of 29.6%. In the quarter, we recognized $4.9 million in pre-tax, favorable reserve development representing 8.3 points of our loss and combined ratio, respectively. In the same period in 2014, we recognized $2.4 million in pre-tax favorable reserve development representing 5.7 points of our loss and combined ratio, respectively.

 

The Specialty Admitted Insurance segment's combined ratio was 101.6% for the quarter ended March 31, 2015, (resulting in an underwriting loss of $155,000) comprised of a loss ratio of 60.7% and an expense ratio of 41.0%. In the prior year, this segment's combined ratio was 111.5%, comprised of a loss ratio of 55.1% and an expense ratio of 56.4%. In the quarter, we recognized $7,000 in pre-tax, favorable reserve development. In the same period in 2014, we

  

- MORE -

 

 
 

 

JRVR Announces First Quarter Results

Page 3

May 6, 2015

 

recognized $287,000 in pre-tax, favorable reserve development representing 5.6 points of the loss and combined ratio, respectively. Additionally, the expense ratio for the quarter of 41.0% has begun to show the effects of the successful ramp up of the programs and fronting business along with an overall increase in earned premiums in this segment. For the same period in the prior year, the expense ratio was 56.4%.

 

The Casualty Reinsurance segment's combined ratio was 99.9% for the quarter ended March 31, 2015, comprised of a loss ratio of 68.3% and an expense ratio of 31.6%. In the prior year, this segment's combined ratio was also 99.9% comprised of a loss ratio of 65.4% and an expense ratio of 34.5%. In the quarter, we recognized $2.5 million of adverse reserve development representing (5.1) points of the loss and combined ratio, respectively. In the prior year, we recognized $1.6 million of adverse reserve development representing (3.8) points of the loss and combined ratio, respectively. The significant decrease in gross written premium at this segment is principally due to one contract which renewed in the first quarter of 2014 for 15 months which is scheduled for renewal in the second quarter of 2015. This contract contributed $36.7 million to this segment’s prior year gross written premium, all of which was recorded in the first quarter of 2014.

 

Net investment income for the first quarter of 2015 was $12.0 million. This amount compares to $12.5 million for the same period in 2014. Included in the total net investment income is $2.5 million and $3.3 million relating to our investments in renewable energy facilities engaged in wind and solar production for the quarter ended March 31, 2015 and 2014, respectively. Absent this investment income (which averaged $639,000 for the remaining three quarters of 2014), our net investment income increased by $368,000 (4.0%) over the first quarter of the prior year to $9.5 million (from $9.2 million). This increase in net investment income was due to a 4.3% increase in our average cash and invested assets in the first quarter of 2015 compared to the first quarter of 2014. Our annualized gross investment yield on average fixed maturity securities for the quarter ended March 31, 2015 was 3.2%, and the average duration of our portfolio was 3.0 years.

 

During the first quarter of 2015, we also recognized $2.8 million in pre-tax net realized losses primarily relating to the sale of certain securities in the energy portion of our bank loan portfolio, which at March 31, 2015 had a remaining carrying value of $25.1 million and a market value of $22.8 million.

 

Dividend

 

The Company also announced that its Board of Directors declared a cash dividend of $0.16 per common share. This dividend is payable on Tuesday, June 30, 2015 to all shareholders of record at the close of business on Monday, June 15, 2015.

 

Conference Call

 

James River Group Holdings will hold a conference call to discuss this press release tomorrow, May 7, 2015, at 9:00 a.m. Eastern time. Investors may access the conference call by dialing (877) 930-8055 Conference ID# 7710053 or via the internet by going to www.jrgh.net and clicking on the “Investor Relations” link. Please visit the website at least 15 minutes early to register, download and install any necessary audio software. A replay will be available shortly

 

- MORE -

 

 
 

 

JRVR Announces First Quarter Results

Page 4

May 6, 2015

 

after the call and through the end of business on June 5, 2015 at the number and website referenced above.

 

Forward Looking Statements

 

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. In some cases, such forward-looking statements may be identified by terms such as believe, expect, seek, may, will, intend, project, plan, estimate or similar words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Although it is not possible to identify all of these risks and factors, they include, among others, the following: losses exceeding reserves; loss of key members of our management or employees; adverse economic factors; a decline in our financial strength; loss of a group of brokers or agents that generate significant portions of our business; losses in our investment portfolio; additional government or market regulation; potentially becoming subject to United States taxation and other risks described in the Company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this release and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as required by law.

 

Non-GAAP Financial Measures

 

In presenting James River Group Holding’s results, management has included financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). Such measures, including underwriting profit, net operating income and return on tangible equity are referred to as non-GAAP measures. These non-GAAP measures may be defined or calculated differently by other companies. These measures should not be viewed as a substitute for those determined in accordance with GAAP. Reconciliations of such measures to the most comparable GAAP figures are included at the end of this press release.

 

About James River Group Holdings, Ltd.

 

James River Group Holdings, Ltd. is a Bermuda-based insurance holding company which owns and operates a group of specialty insurance and reinsurance companies founded by members of our management team. The Company operates in three specialty property-casualty insurance and reinsurance segments: Excess and Surplus Lines, Specialty Admitted Insurance and Casualty Reinsurance. The Company tends to focus on accounts associated with small or medium-sized businesses in each of its segments. Each of the Company’s regulated insurance subsidiaries are rated “A-” (Excellent) with a “positive outlook” by A.M. Best Company.

 

Visit James River Group Holdings, Ltd. on the web at www.jrgh.net.

 

For more information contact:

 

Robert Myron

President and Chief Operating Officer

1-441-278-4583

InvestorRelations@jrgh.net

 

- MORE -

 

 
 

  

JRVR Announces First Quarter Results

Page 5

May 6, 2015

 

James River Group Holdings, Ltd. and Subsidiaries

Condensed Consolidated Balance Sheet Data

(Unaudited)

 

   March 31, 
2015
   December 31,
2014
 
   ($ in thousands, except for share amounts) 
ASSETS          
Invested assets:          
Fixed maturity securities, available-for-sale  $739,984   $756,963 
Fixed maturity securities, trading   5,816    7,388 
Equity securities, available-for-sale   77,330    67,905 
Bank loan participations, held-for-investment   203,601    239,511 
Short-term investments   161,220    131,856 
Other invested assets   55,010    33,622 
Total investments   1,242,961    1,237,245 
           
Cash and cash equivalents   71,355    73,383 
Accrued investment income   6,582    7,273 
Premiums receivable and agents’ balances   177,327    162,527 
Reinsurance recoverable on unpaid losses   129,616    127,254 
Reinsurance recoverable on paid losses   2,635    1,725 
Deferred policy acquisition costs   55,559    60,202 
Goodwill and intangible assets   221,807    221,956 
Other assets   84,611    67,727 
Total assets  $1,992,453   $1,959,292 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Reserve for losses and loss adjustment expenses  $744,585   $716,296 
Unearned premiums   273,170    277,579 
Senior debt   88,300    88,300 
Junior subordinated debt   104,055    104,055 
Accrued expenses   26,012    31,107 
Other liabilities   58,794    54,034 
Total liabilities   1,294,916    1,271,371 
           
Total shareholders’ equity   697,537    687,921 
Total liabilities and shareholders’ equity  $1,992,453   $1,959,292 
           
Tangible equity  $475,730   $465,965 
Tangible equity per common share outstanding  $16.67   $16.33 
Total shareholders’ equity per common share outstanding  $24.44   $24.10 
Common shares outstanding   28,540,350    28,540,350 
Debt to total capitalization ratio   21.6%   21.9%

 

- MORE -

 

 
 

 

JRVR Announces First Quarter Results

Page 6

May 6, 2015

 

James River Group Holdings, Ltd. and Subsidiaries

Condensed Consolidated Income Statement Data

(Unaudited)

 

   Three Months Ended 
March 31,
 
   2015   2014 
   ($ in thousands, except for share data) 
REVENUES          
Gross written premiums  $131,258   $147,241 
Net written premiums  $108,659   $131,841 
           
Net earned premiums  $117,011   $89,056 
Net investment income   11,986    12,482 
Net realized investment losses   (2,806)   (1,921)
Other income   276    78 
Total revenues   126,467    99,695 
           
EXPENSES          
Losses and loss adjustment expenses   74,484    56,114 
Other operating expenses   39,797    31,628 
Other expenses   69    93 
Interest expense   1,704    1,547 
Amortization of intangible assets   149    125 
Total expenses   116,203    89,507 
Income before taxes   10,264    10,188 
Income tax expense   887    1,050 
NET INCOME  $9,377   $9,138 
NET OPERATING INCOME  $11,691   $10,468 
           
EARNINGS PER SHARE          
Basic  $0.33   $0.32 
Diluted  $0.32   $0.32 
           
NET OPERATING INCOME PER SHARE          
Basic  $0.41   $0.37 
Diluted  $0.40   $0.36 
           
Weighted-average common shares outstanding:          
Basic   28,540,350    28,540,350 
Diluted   29,098,309    28,780,681 
Cash dividends declared per common share  $0.16   $0.00 
           
Ratios:          
Loss ratio   63.7%   63.0%
Expense ratio   33.8%   35.5%
Combined ratio   97.5%   98.5%

 

- MORE -

 

 
 

 

JRVR Announces First Quarter Results

Page 7

May 6, 2015

 

James River Group Holdings, Ltd. and Subsidiaries

Segment Results

 

EXCESS AND SURPLUS LINES

   Three Months Ended
March 31,
 
   2015   2014 
   ($ in thousands) 
Gross written premiums  $75,718   $61,553 
Net written premiums  $62,296   $49,374 
           
Net earned premiums  $59,400   $41,983 
Losses and loss adjustment expenses   (35,842)   (25,841)
Underwriting expenses   (16,115)   (12,415)
Underwriting profit (a), (b)  $7,443   $3,727 
           
Ratios:          
Loss ratio   60.3%   61.6%
Expense ratio   27.1%   29.6%
Combined ratio   87.5%   91.1%

 

(a) See "Reconciliation of Non-GAAP Measures."

(b) Underwriting results include fees of $220,000 and $0 for the three months ended March 31, 2015 and 2014, respectively.

 

SPECIALTY ADMITTED INSURANCE

   Three Months Ended 
March 31,
 
   2015   2014 
   ($ in thousands) 
Gross written premiums  $20,926   $11,677 
Net written premiums  $11,474   $8,341 
           
Net earned premiums  $9,555   $5,149 
Losses and loss adjustment expenses   (5,796)   (2,837)
Underwriting expenses   (3,914)   (2,904)
Underwriting loss (a), (b)  $(155)  $(592)
           
Ratios:          
Loss ratio   60.7%   55.1%
Expense ratio   41.0%   56.4%
Combined ratio   101.6%   111.5%

 

(a) See "Reconciliation of Non-GAAP Measures."

(b) Underwriting results include fees of $303,000 and $137,000 for the three months ended March 31, 2015 and 2014, respectively.

- MORE -

 

 
 

 

JRVR Announces First Quarter Results

Page 8

May 6, 2015

 

CASUALTY REINSURANCE

   Three Months Ended
March 31,
 
   2015   2014 
   ($ in thousands) 
Gross written premiums  $34,614   $74,011 
Net written premiums  $34,889   $74,126 
           
Net earned premiums  $48,056   $41,924 
Losses and loss adjustment expenses   (32,846)   (27,436)
Underwriting expenses   (15,169)   (14,444)
Underwriting profit (a)  $41   $44 
           
Ratios:          
Loss ratio   68.3%   65.4%
Expense ratio   31.6%   34.5%
Combined ratio   99.9%   99.9%

 

(a) See "Reconciliation of Non-GAAP Measures."

 

- MORE -

 

 
 

 

JRVR Announces First Quarter Results

Page 9

May 6, 2015

 

RECONCILIATION OF NON-GAAP MEASURES

 

The following table reconciles the underwriting profit (loss) by individual operating segment and of the whole Company to consolidated income before taxes. We believe that these measures are useful to investors in evaluating the performance of our Company and its operating segments because our objective is to consistently earn underwriting profits. We evaluate the performance of our operating segments and allocate resources based primarily on underwriting profit (loss) of operating segments. Our definition of underwriting profit (loss) of operating segments and underwriting profit (loss) may not be comparable to that of other companies.

 

   Three Months Ended
March 31,
 
   2015   2014 
   (in thousands) 
Underwriting profit (loss) of the operating segments:        
Excess and Surplus Lines  $7,443   $3,727 
Specialty Admitted Insurance   (155)   (592)
Casualty Reinsurance   41    44 
Total underwriting profit of operating segments   7,329    3,179 
Other operating expenses of the Corporate and Other segment   (4,379)   (1,865)
Underwriting profit (a)   2,950    1,314 
Net investment income   11,986    12,482 
Net realized investment losses   (2,806)   (1,921)
Other income and expenses   (13)   (15)
Interest expense   (1,704)   (1,547)
Amortization of intangible assets   (149)   (125)
Consolidated income before taxes  $10,264   $10,188 

 

(a) Included in underwriting results for the three months ended March 31, 2015 and 2014 is net fee income of $523,000 and $137,000, respectively.

 

We define net operating income as net income excluding net realized investment gains and losses, expenses related to due diligence costs for various merger and acquisition activities, costs associated with our initial public offering, severance costs associated with terminated employees, impairment charges on goodwill and intangible assets and gains on extinguishment of debt. We use net operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Net operating income should not be viewed as a substitute for net income calculated in accordance with GAAP, and our definition of net operating income may not be comparable to that of other companies.

 

Our income before taxes and net income for the three months ended March 31, 2015 and 2014, respectively, reconciles to our net operating income as follows:

 

- MORE -

 

 
 

 

JRVR Announces First Quarter Results

Page 10

May 6, 2015

 

   Three Months Ended
March 31,
 
   2015   2014 
   Income
Before
Taxes
   Net 
Income
   Income
Before
Taxes
   Net 
Income
 
   (in thousands) 
Income as reported  $10,264   $9,377   $10,188   $9,138 
Net realized investment losses   2,806    2,162    1,921    1,153 
Other expenses   69    45    93    70 
Interest expense on leased building the Company is deemed to own for accounting purposes   165    107    165    107 
Net operating income  $13,304   $11,691   $12,367   $10,468 

 

We define tangible equity as the sum of shareholders’ equity less goodwill and intangible assets (net of amortization). Our definition of tangible equity may not be comparable to that of other companies, and it should not be viewed as a substitute for shareholders’ equity calculated in accordance with GAAP. We use tangible equity internally to evaluate the strength of our balance sheet and to compare returns relative to this measure. The following table reconciles shareholders’ equity to tangible equity for both March 31, 2015 and December 31, 2014.

 

   March 31,   December 31, 
   2015   2014 
   (in thousands) 
         
Shareholders’ equity  $697,537   $687,921 
Less: Goodwill and intangible assets   221,807    221,956 
Tangible equity  $475,730   $465,965 

  

- END -

 

32 Victoria Street, Milner Place, Hamilton HM 12, Bermuda

Mailing address l P.O. Box 1502, Hamilton HM FX, Bermuda

Tel 441.278.4580 l Fax 441.278.4588