UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the period ended September 30, 2020
OR
For the transition period from to
Commission file number 1-8993
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | ||
(I.R.S. Employer Identification No.) | ||
(Zip Code) | ||
(Address of principal executive offices) | ||
Registrant’s telephone number, including area code: (603 ) 640-2200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
per share | Bermuda Stock Exchange | |||
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 ý No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
ý | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||
Smaller reporting company | Emerging growth company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of November 5, 2020, 3,102,011 common shares with a par value of $1.00 per share were outstanding (which includes 43,105 restricted common shares that were not vested at such date).
WHITE MOUNTAINS INSURANCE GROUP, LTD.
Table of Contents
Page No. | ||
Consolidated Balance Sheets, September 30, 2020 and December 31, 2019 | ||
Three and Nine Months Ended September 30, 2020 and 2019 | ||
Consolidated Statements of Changes in Equity, | ||
Three and Nine Months Ended September 30, 2020 and 2019 | ||
Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2020 and 2019 | ||
Results of Operations for the Three and Nine Months Ended September 30, 2020 and 2019 | ||
Critical Accounting Estimates | ||
Part I.FINANCIAL INFORMATION.
Item 1. | Financial Statements |
WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONSOLIDATED BALANCE SHEETS
September 30, 2020 | December 31, 2019 | |||||||
Millions, except share and per share amounts | ||||||||
Assets | Unaudited | |||||||
Financial Guarantee (HG Global/BAM) | ||||||||
Fixed maturity investments, at fair value | $ | $ | ||||||
Short-term investments, at fair value | ||||||||
Total investments | ||||||||
Cash | ||||||||
Insurance premiums receivable | ||||||||
Deferred acquisition costs | ||||||||
Accrued investment income | ||||||||
Accounts receivable on unsettled investment sales | ||||||||
Other assets | ||||||||
Total Financial Guarantee assets | ||||||||
Specialty Insurance Distribution (NSM) | ||||||||
Cash (restricted $82.9 and $56.3) | ||||||||
Premiums and commissions receivable | ||||||||
Goodwill and other intangible assets | ||||||||
Other assets | ||||||||
Total Specialty Insurance Distribution assets | ||||||||
Asset Management (Kudu) | ||||||||
Short-term investments, at fair value | ||||||||
Other long-term investments | ||||||||
Total investments | ||||||||
Cash | ||||||||
Accrued investment income | ||||||||
Goodwill and other intangible assets | ||||||||
Other assets | ||||||||
Total Asset Management assets | ||||||||
Other Operations | ||||||||
Fixed maturity investments, at fair value | ||||||||
Short-term investments, at fair value | ||||||||
Common equity securities, at fair value | ||||||||
Other long-term investments | ||||||||
Total investments | ||||||||
Cash | ||||||||
Accrued investment income | ||||||||
Accounts receivable on unsettled investment sales | ||||||||
Goodwill and other intangible assets | ||||||||
Other assets | ||||||||
Assets held for sale | ||||||||
Total Other Operations assets | ||||||||
Total assets | $ | $ | ||||||
See Notes to Consolidated Financial Statements
1
CONSOLIDATED BALANCE SHEETS (CONTINUED)
September 30, 2020 | December 31, 2019 | |||||||
Millions, except share and per share amounts | ||||||||
Liabilities | Unaudited | |||||||
Financial Guarantee (HG Global/BAM) | ||||||||
Unearned insurance premiums | $ | $ | ||||||
Accrued incentive compensation | ||||||||
Accounts payable on unsettled investment purchases | ||||||||
Other liabilities | ||||||||
Total Financial Guarantee liabilities | ||||||||
Specialty Insurance Distribution (NSM) | ||||||||
Debt | ||||||||
Premiums payable | ||||||||
Contingent consideration earnout liabilities | ||||||||
Other liabilities | ||||||||
Total Specialty Insurance Distribution liabilities | ||||||||
Asset Management (Kudu) | ||||||||
Debt | ||||||||
Other liabilities | ||||||||
Total Asset Management liabilities | ||||||||
Other Operations | ||||||||
Debt | ||||||||
Accrued incentive compensation | ||||||||
Other liabilities | ||||||||
Total Other Operations liabilities | ||||||||
Total liabilities | ||||||||
Equity | ||||||||
White Mountains’s common shareholders’ equity | ||||||||
White Mountains’s common shares at $1 par value per share—authorized 50,000,000 shares; issued and outstanding 3,102,011 and 3,185,353 shares and paid-in surplus | ||||||||
Paid-in surplus | ||||||||
Retained earnings | ||||||||
Accumulated other comprehensive loss, after-tax: | ||||||||
Net unrealized foreign currency translation and interest rate swap losses | ( | ) | ( | ) | ||||
Total White Mountains’s common shareholders’ equity | ||||||||
Non-controlling interests | ( | ) | ( | ) | ||||
Total equity | ||||||||
Total liabilities and equity | $ | $ | ||||||
See Notes to Consolidated Financial Statements
2
WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Revenues: | ||||||||||||||||
Financial Guarantee (HG Global/BAM) | ||||||||||||||||
Earned insurance premiums | $ | $ | $ | $ | ||||||||||||
Net investment income | ||||||||||||||||
Net realized and unrealized investment gains | ||||||||||||||||
Other revenues | ||||||||||||||||
Total Financial Guarantee revenues | ||||||||||||||||
Specialty Insurance Distribution (NSM) | ||||||||||||||||
Commission revenues | ||||||||||||||||
Other revenues | ||||||||||||||||
Total Specialty Insurance Distribution revenues | ||||||||||||||||
Asset Management (Kudu) | ||||||||||||||||
Net investment income | ||||||||||||||||
Net realized and unrealized investment gains | ||||||||||||||||
Other revenues | ||||||||||||||||
Total Asset Management revenues | ||||||||||||||||
Marketing Technology (MediaAlpha) | ||||||||||||||||
Advertising and commission revenues | ||||||||||||||||
Total Marketing Technology revenues | ||||||||||||||||
Other Operations | ||||||||||||||||
Net investment income | ||||||||||||||||
Net realized and unrealized investment gains | ||||||||||||||||
Realized gain and unrealized investment gain from the MediaAlpha Transaction | ||||||||||||||||
Advertising and commission revenues | ||||||||||||||||
Other revenues | ||||||||||||||||
Total Other Operations revenues | ||||||||||||||||
Total revenues | $ | $ | $ | $ | ||||||||||||
3
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Expenses: | ||||||||||||||||
Financial Guarantee (HG Global/BAM) | ||||||||||||||||
Insurance acquisition expenses | $ | $ | $ | $ | ||||||||||||
Other underwriting expenses | ||||||||||||||||
General and administrative expenses | ||||||||||||||||
Total Financial Guarantee expenses | ||||||||||||||||
Specialty Insurance Distribution (NSM) | ||||||||||||||||
General and administrative expenses | ||||||||||||||||
Broker commission expenses | ||||||||||||||||
Change in fair value of contingent consideration earnout liabilities | ( | ) | ( | ) | ||||||||||||
Amortization of other intangible assets | ||||||||||||||||
Interest expense | ||||||||||||||||
Total Specialty Insurance Distribution expenses | ||||||||||||||||
Asset Management (Kudu) | ||||||||||||||||
General and administrative expenses | ||||||||||||||||
Amortization of other intangible assets | ||||||||||||||||
Interest expense | ||||||||||||||||
Total Asset Management expenses | ||||||||||||||||
Marketing Technology (MediaAlpha) | ||||||||||||||||
Cost of sales | ||||||||||||||||
General and administrative expenses | ||||||||||||||||
Amortization of other intangible assets | ||||||||||||||||
Interest expense | ||||||||||||||||
Total Marketing Technology expenses | ||||||||||||||||
Other Operations | ||||||||||||||||
Cost of sales | ||||||||||||||||
General and administrative expenses | ||||||||||||||||
Amortization of other intangible assets | ||||||||||||||||
Interest expense | ||||||||||||||||
Total Other Operations expenses | ||||||||||||||||
Total expenses | ||||||||||||||||
Pre-tax income from continuing operations | ||||||||||||||||
Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Net income from continuing operations | ||||||||||||||||
Net (loss) income from sale of discontinued operations, net of tax | ( | ) | ( | ) | ||||||||||||
Net income | ||||||||||||||||
Net loss attributable to non-controlling interests | ||||||||||||||||
Net income attributable to White Mountains’s common shareholders | $ | $ | $ | $ | ||||||||||||
See Notes to Consolidated Financial Statements
4
WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Net income attributable to White Mountains’s common shareholders | $ | $ | $ | $ | ||||||||||||
Other comprehensive income (loss), net of tax | ( | ) | ( | ) | ||||||||||||
Comprehensive income | ||||||||||||||||
Other Comprehensive (income) loss attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
Comprehensive income attributable to White Mountains’s common shareholders | $ | $ | $ | $ | ||||||||||||
Earnings (loss) per share attributable to White Mountains’s common shareholders: | ||||||||||||||||
Basic earnings (loss) per share | ||||||||||||||||
Continuing operations | $ | $ | $ | $ | ||||||||||||
Discontinued operations | ( | ) | ( | ) | ||||||||||||
Total consolidated operations | $ | $ | $ | $ | ||||||||||||
Diluted earnings (loss) per share | ||||||||||||||||
Continuing operations | $ | $ | $ | $ | ||||||||||||
Discontinued operations | ( | ) | ( | ) | ||||||||||||
Total consolidated operations | $ | $ | $ | $ | ||||||||||||
Dividends declared and paid per White Mountains’s common share | $ | $ | $ | $ | ||||||||||||
See Notes to Consolidated Financial Statements.
5
WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
White Mountains’s Common Shareholders’ Equity | ||||||||||||||||||||||||
Millions | Common shares and paid-in surplus | Retained earnings | AOCI, after tax | Total | Non-controlling interest | Total Equity | ||||||||||||||||||
Balance at June 30, 2020 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
Net income (loss) | — | — | ( | ) | ||||||||||||||||||||
Net change in foreign currency translation and other | — | — | ||||||||||||||||||||||
Total comprehensive income (loss) | — | ( | ) | |||||||||||||||||||||
Dividends to non-controlling interests | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
Repurchases and retirements of common shares | — | ( | ) | — | ( | ) | — | ( | ) | |||||||||||||||
Issuances of common shares | — | — | ||||||||||||||||||||||
Capital contributions from BAM members, net of tax | — | — | — | — | ||||||||||||||||||||
Net contributions and dilution from other non-controlling interests | — | — | ( | ) | ( | ) | ||||||||||||||||||
Amortization of restricted share awards | — | — | — | |||||||||||||||||||||
Acquisition of non-controlling interests | — | — | — | — | ||||||||||||||||||||
Recognition of equity-based compensation expense of subsidiary | — | — | — | |||||||||||||||||||||
Balance at September 30, 2020 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
White Mountains’s Common Shareholders’ Equity | ||||||||||||||||||||||||
Millions | Common shares and paid-in surplus | Retained earnings | AOCI, after tax | Total | Non-controlling interest | Total Equity | ||||||||||||||||||
Balance at January 1, 2020 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
Net income (loss) | — | — | ( | ) | ||||||||||||||||||||
Net change in foreign currency translation and other | — | — | ||||||||||||||||||||||
Total comprehensive income (loss) | — | ( | ) | |||||||||||||||||||||
Dividends declared on common shares | — | ( | ) | — | ( | ) | — | ( | ) | |||||||||||||||
Dividends to non-controlling interests | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
Repurchases and retirements of common shares | ( | ) | ( | ) | — | ( | ) | — | ( | ) | ||||||||||||||
Issuances of common shares | — | — | — | |||||||||||||||||||||
Capital contributions from BAM members, net of tax | — | — | — | — | ||||||||||||||||||||
Net contributions and dilution from other non-controlling interests | ( | ) | — | — | ( | ) | ||||||||||||||||||
Amortization of restricted share awards | — | — | — | |||||||||||||||||||||
Acquisition of non-controlling interests | — | — | — | — | ||||||||||||||||||||
Recognition of equity-based compensation expense of subsidiary | — | — | — | |||||||||||||||||||||
Balance at September 30, 2020 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
6
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
(Unaudited)
White Mountains’s Common Shareholders’ Equity | ||||||||||||||||||||||||
Millions | Common shares and paid-in surplus | Retained earnings | AOCI, after tax | Total | Non-controlling interest | Total Equity | ||||||||||||||||||
Balance at June 30, 2019 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
Net income (loss) | — | — | ( | ) | ||||||||||||||||||||
Net change in foreign currency translation and other | — | — | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
Total comprehensive income (loss) | — | ( | ) | ( | ) | |||||||||||||||||||
Dividends to non-controlling interests | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
Capital contributions from BAM members, net of tax | — | — | — | — | ||||||||||||||||||||
Net contributions from other non-controlling interests | — | — | — | — | ||||||||||||||||||||
Amortization of restricted share awards | — | — | — | |||||||||||||||||||||
Balance at September 30, 2019 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
White Mountains’s Common Shareholders’ Equity | ||||||||||||||||||||||||
Millions | Common shares and paid-in surplus | Retained earnings | AOCI, after tax | Total | Non-controlling interest | Total Equity | ||||||||||||||||||
Balance at January 1, 2019 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
Net income (loss) | — | — | ( | ) | ||||||||||||||||||||
Net change in foreign currency translation and other | — | — | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
Total comprehensive income (loss) | — | ( | ) | ( | ) | |||||||||||||||||||
Dividends declared on common shares | — | ( | ) | — | ( | ) | — | ( | ) | |||||||||||||||
Dividends to non-controlling interests | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
Repurchases and retirements of common shares | ( | ) | ( | ) | — | ( | ) | — | ( | ) | ||||||||||||||
Issuances of common shares | — | — | — | |||||||||||||||||||||
Capital contributions from BAM members, net of tax | — | — | — | — | ||||||||||||||||||||
Net contributions from other non-controlling interests | — | — | — | — | ||||||||||||||||||||
Amortization of restricted share awards | — | — | — | |||||||||||||||||||||
Acquisition of non-controlling interests | — | — | — | — | ||||||||||||||||||||
Effect of deconsolidation of MediaAlpha | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
Recognition of equity-based compensation expense of subsidiary | — | — | — | |||||||||||||||||||||
Balance at September 30, 2019 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
See Notes to Consolidated Financial Statements
7
WHITE MOUNTAINS INSURANCE GROUP, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, | ||||||||
Millions | 2020 | 2019 | ||||||
Cash flows from operations: | ||||||||
Net income | $ | $ | ||||||
Adjustments to reconcile net income to net cash used for operations: | ||||||||
Net realized and unrealized investment gains | ( | ) | ( | ) | ||||
Realized gain from the MediaAlpha Transaction | ( | ) | ||||||
Deferred income tax expense | ||||||||
Net gain from sale of discontinued operations, net of tax | ( | ) | ||||||
Amortization of restricted share and option awards | ||||||||
Amortization and depreciation | ||||||||
Other operating items: | ||||||||
Net change in premiums and commissions receivable | ( | ) | ||||||
Net change in premiums payable | ||||||||
Net change in unearned insurance premiums | ||||||||
Net change in deferred acquisition costs | ( | ) | ( | ) | ||||
Net change in restricted cash | ||||||||
Investments in Kudu Participation Contracts | ( | ) | ( | ) | ||||
Net change in other assets and liabilities, net | ( | ) | ( | ) | ||||
Net cash provided from (used for) operations | ( | ) | ||||||
Cash flows from investing activities: | ||||||||
Net change in short-term investments | ( | ) | ( | ) | ||||
Sales of fixed maturity and convertible investments | ||||||||
Maturities, calls and paydowns of fixed maturity and convertible investments | ||||||||
Sales of common equity securities | ||||||||
Distributions and redemptions of other long-term investments and settlements of forward contracts | ||||||||
Purchases of other long-term investments | ( | ) | ( | ) | ||||
Purchases of common equity securities | ( | ) | ( | ) | ||||
Purchases of fixed maturity and convertible investments | ( | ) | ( | ) | ||||
Purchases of consolidated subsidiaries, net of cash acquired of $13.4 and $12.8 | ( | ) | ( | ) | ||||
Other investing activities, net | ( | ) | ( | ) | ||||
Net cash provided from (used for) investing activities | ( | ) | ||||||
Cash flows from financing activities: | ||||||||
Draw down of debt and revolving line of credit | ||||||||
Repayment of debt and revolving line of credit | ( | ) | ( | ) | ||||
Cash dividends paid to the Company’s common shareholders | ( | ) | ( | ) | ||||
Common shares repurchased | ( | ) | ||||||
Distribution to non-controlling interest shareholders | ( | ) | ( | ) | ||||
Payments on contingent consideration earnout liabilities | ( | ) | ( | ) | ||||
Repurchase of shares from non-controlling interest shareholders | ( | ) | ||||||
Proceeds from issuance of shares to non-controlling interest shareholders | ||||||||
Capital contributions to non-controlling interest shareholders | ||||||||
Capital contributions from BAM members | ||||||||
Fidus Re premium payment | ( | ) | ( | ) | ||||
Other financing activities, net | ( | ) | ( | ) | ||||
Net cash provided from financing activities | ||||||||
Effect of exchange rate changes on cash | ( | ) | ( | ) | ||||
Net change in cash during the period - continuing operations, including the effect of exchange rate changes | ||||||||
Cash balances at beginning of period (includes restricted cash balances of $56.3 and $50.0) | ||||||||
Cash balances at end of period (includes restricted cash balances of $82.9 and $67.0) | $ | $ | ||||||
Supplemental cash flows information: | ||||||||
Interest paid | $ | ( | ) | $ | ( | ) | ||
Net income tax payments | $ | ( | ) | $ | ( | ) | ||
See Notes to Consolidated Financial Statements
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The Company is an exempted Bermuda limited liability company whose principal businesses are conducted through its subsidiaries and other affiliates. The Company’s headquarters is located at 26 Reid Street, Hamilton, Bermuda HM 11, its principal executive office is located at 23 South Main Street, Hanover, New Hampshire 03755-2053 and its registered office is located at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11. The Company’s website is located at www.whitemountains.com. The information contained on White Mountains’s website is not incorporated by reference into, and is not a part of, this report.
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of White Mountains Insurance Group, Ltd. (the “Company” or the “Registrant”), its subsidiaries (collectively with the Company, “White Mountains”) and other entities required to be consolidated under GAAP.
Consolidation Principles
Under GAAP, the Company is required to consolidate any entity in which it holds a controlling financial interest. A controlling financial interest is usually in the form of an investment representing the majority of the subsidiary’s voting interests. However, a controlling financial interest may also arise from a financial interest in a variable interest entity (“VIE”) through arrangements that do not involve ownership of voting interests. The Company consolidates a VIE if it determines that it is the primary beneficiary. The primary beneficiary is defined as the entity who holds a variable interest that gives it both the power to direct the VIE’s activities that most significantly impact its economic performance and the obligation to absorb losses of, or the right to receive returns from, the VIE that could potentially be significant to the VIE.
Intercompany transactions have been eliminated in consolidation. These interim financial statements include all adjustments considered necessary by management to fairly state the financial position, results of operations and cash flows of White Mountains. These interim financial statements may not be indicative of financial results for the full year and should be read in conjunction with the Company’s 2019 Annual Report on Form 10-K.
Business Combinations
White Mountains accounts for purchases of businesses using the acquisition method, which requires the measurement of assets acquired, including goodwill and other intangible assets, and liabilities assumed, including contingent liabilities, at their estimated fair values as of the acquisition date. The acquisition date fair values represent management’s best estimates and are based upon established valuation techniques, reasonable assumptions and, where appropriate, valuations performed by independent third parties. In circumstances where additional information is required in order to determine the acquisition date fair value of balance sheet amounts, provisional amounts may be recorded as of the acquisition date and may be subject to subsequent adjustment throughout the measurement period, which is up to one year from the acquisition date. Measurement period adjustments are recognized in the period in which they are determined. The results of operations and cash flows of businesses acquired are included in the consolidated financial statements from the date of acquisition. White Mountains accounts for purchases of other intangible assets that do not meet the definition of a business as asset acquisitions. Asset acquisitions are recognized at the amount of consideration paid, which is deemed to equal fair value.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
9
In the third quarter of 2020, White Mountains changed the method used to value its investment in MediaAlpha from a discounted cash flow analysis to a probability-weighted expected return method ("PWERM"). Under the PWERM, MediaAlpha’s valuation is based on the probability-weighted present value of expected future equity values under two possible future scenarios: (i) an initial public offering (“IPO”) or (ii) remaining a private company. To determine the equity value in the IPO scenario, the value of the company was calculated using forward market multiples derived from a range of relevant companies and applied to MediaAlpha’s projected financial metrics. To determine the equity value in the remaining a private company scenario, the value of the company was calculated using a discounted cash flow model. The discounted cash flow model includes key inputs such as projections of future revenues and earnings, a discount rate and a terminal revenue growth rate. The expected future cash flows are based on management judgment, considering current performance, budgets and projected future results. The discount rates reflect MediaAlpha’s weighted average cost of capital considering comparable public company data, adjusted for risks specific to the business and industry. The terminal revenue growth rate is based on company, industry and macroeconomic expectations of perpetual revenue growth subsequent to the end of the discrete period in the discounted cash flow analysis.
Reportable Segments
White Mountains has determined its reportable segments based on the nature of the underlying businesses, the manner in which the Company’s subsidiaries and affiliates are organized and managed and the organization of the financial information provided to the chief operating decision maker to assess performance and make decisions regarding allocation of resources. As of September 30, 2020, White Mountains’s reportable segments were HG Global/BAM, NSM, Kudu and Other Operations. On February 26, 2019, MediaAlpha completed the sale of a significant minority stake to Insignia Capital Group in connection with a recapitalization and cash distribution to existing equityholders (the “MediaAlpha Transaction”). White Mountains deconsolidated MediaAlpha as a result of the MediaAlpha Transaction, and consequently it was no longer a reportable segment. White Mountains’s consolidated statement of comprehensive income and its segment disclosures include MediaAlpha’s results of operations through the date of the MediaAlpha Transaction. See Note 2 — “Significant Transactions” and Note 13 — “Segment Information”.
The HG Global/BAM segment consists of HG Global Ltd. and its wholly-owned subsidiaries (“HG Global”) and the consolidated results of Build America Mutual Assurance Company (“BAM”) (collectively, “HG Global/BAM”). BAM is the first and only mutual municipal bond insurance company in the United States. By insuring the timely payment of principal and interest, BAM provides market access to, and lowers interest expense for, issuers of municipal bonds used to finance essential public purposes such as schools, utilities and transportation facilities. BAM is owned by and operated for the benefit of its members, the municipalities that purchase BAM’s insurance for their debt issuances. HG Global was established to fund the startup of BAM and, through its wholly-owned subsidiary, HG Re Ltd. (“HG Re”), to provide up to 15 %-of-par, first loss reinsurance protection for policies underwritten by BAM. HG Global, together with its subsidiaries, funded the initial capitalization of BAM through the purchase of $503.0 million of surplus notes issued by BAM, consisting of $203.0 million of Series A Notes and $300.0 million of Series B Notes (the “BAM Surplus Notes”). As of September 30, 2020 and December 31, 2019, White Mountains owned 96.9 % of HG Global’s preferred equity and 88.4 % of its common equity. White Mountains does not have an ownership interest in BAM. However, White Mountains is required to consolidate BAM’s results in its financial statements because BAM is a VIE for which White Mountains is the primary beneficiary. BAM’s results are attributed to non-controlling interests.
The NSM segment consists of NSM Insurance HoldCo, LLC and its subsidiaries (collectively, “NSM”). NSM is a full-service managing general underwriting agency (“MGU”) and program administrator for specialty property and casualty insurance. The company places insurance in niche sectors such as specialty transportation, real estate, social services and pet health insurance. On behalf of its insurance carrier partners, NSM manages all aspects of the placement process, including product development, marketing, underwriting, policy issuance and claims. NSM earns commissions based on the volume and profitability of the insurance that it places. NSM does not take insurance risk. As of September 30, 2020 and December 31, 2019, White Mountains owned 96.6 % and 96.4 % of the basic units outstanding of NSM (89.6 % and 88.4 % on a fully diluted, fully converted basis). See Note 2 — “Significant Transactions”.
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The Kudu segment consists of Kudu Investment Management, LLC and its subsidiaries (collectively “Kudu”), a capital solutions provider for asset management firms. Kudu provides capital solutions for boutique asset managers for a variety of purposes including generational ownership transfers, management buyouts, acquisition and growth finance and legacy partner liquidity. Kudu also provides strategic assistance to investees from time to time. Kudu’s capital solutions typically are structured as minority preferred equity stakes with distribution rights, typically tied to gross revenues and designed to generate immediate strong, stable cash yields. On April 4, 2019, White Mountains acquired the ownership interests in Kudu held by certain funds managed by Oaktree Capital Management, L.P. (“Oaktree”) for cash consideration of $81.4 million. In addition, White Mountains assumed all of Oaktree’s unfunded capital commitments to Kudu, increasing White Mountains’s total capital commitment to $250.0 million (the “Kudu Transaction”). As a result of the Kudu Transaction, White Mountains’s basic unit ownership of Kudu increased from 49.5 % to 99.1 % (42.7 % to 85.4 % on a fully diluted, fully converted basis), and White Mountains began consolidating Kudu in its financial statements during the second quarter of 2019. During the fourth quarter of 2019, White Mountains increased its total capital commitment to Kudu by an additional $100.0 million to $350.0 million and, Kudu obtained a committed $125.0 million credit facility. See Note 2 — “Significant Transactions”.
The Other Operations segment consists of the Company and its wholly-owned subsidiary, White Mountains Capital, Inc., its other intermediate holding companies, its wholly-owned investment management subsidiary, White Mountains Advisors LLC (“WM Advisors”), investment assets managed by WM Advisors, its interests in MediaAlpha (for periods after the MediaAlpha Transaction), PassportCard Limited (“PassportCard”) and DavidShield Life Insurance Agency (2000) Ltd. (“DavidShield”) (collectively, “PassportCard/DavidShield”), Elementum Holdings LP (“Elementum”) and Kudu (for periods prior to the Kudu Transaction), and certain other consolidated and unconsolidated entities and certain other strategic investments.
The MediaAlpha segment consisted of QL Holdings LLC and its wholly-owned subsidiary QuoteLab, LLC (collectively “MediaAlpha”). MediaAlpha is a marketing technology company. It operates a transparent and efficient online customer acquisition technology platform that facilitates real-time transactions between buyers and sellers of consumer referrals (e.g., clicks, calls and leads), primarily in the property & casualty, health and life insurance verticals.
Discontinued Operations and Assets Held for Sale
Derivatives
From time to time, White Mountains holds derivative financial instruments for risk management purposes. White Mountains recognizes all derivatives as either assets or liabilities, measured at fair value, on the consolidated balance sheet. Changes in the fair value of derivative instruments that meet the criteria for hedge accounting are recognized in other comprehensive income and reclassified into current period pre-tax income when the hedged items are recognized therein. Changes in the fair value of derivative instruments that do not meet the criteria for hedge accounting are recognized in current period pre-tax income.
As of September 30, 2020 and December 31, 2019, NSM holds an interest rate swap derivative instrument that meets the criteria for hedge accounting. See Note 7 — “Derivatives”.
Reinsurance Contracts Accounted for as Deposits
Cash and Restricted Cash
Cash includes amounts on hand and demand deposits with banks and other financial institutions. Amounts presented in the statement of cash flows are shown net of balances acquired and sold in the purchase or sale of the Company’s consolidated subsidiaries.
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Significant Accounting Policies
Refer to the Notes to Consolidated Financial Statements in the Company’s 2019 Annual Report on Form 10-K for a complete discussion regarding White Mountains’s significant accounting policies.
Recently Adopted Changes in Accounting Principles
Income Taxes
On January 1, 2020, White Mountains adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC 740), which removes exceptions to standard guidance. Under the new guidance non-income-based taxes, such as franchise taxes, are reported within pre-tax income rather than being included in income taxes. In addition, the new guidance eliminates the exception to the incremental approach for interperiod tax allocation, which previously allowed consideration of the tax effects of items such as discontinued operations and items recognized through other comprehensive income.
For periods subsequent to the adoption of ASU 2019-12, White Mountains records both the tax expense related to BAM’s member surplus contributions (“MSC”) and the related valuation allowance on such taxes through the non-controlling interest equity. Prior to the adoption of ASU 2019-12, White Mountains recorded the tax expense related to BAM’s MSC directly to non-controlling interest equity, while the valuation allowance on such taxes was recorded through the income statement.
Goodwill
On January 1, 2020, White Mountains adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment (ASC 350), which changed the guidance on goodwill impairment testing. Under the new guidance, the qualitative assessment of the recoverability of goodwill remains the same, but the second step of the two-step quantitative test, which required calculation of the implied fair value of goodwill, has been eliminated. Instead, an impairment charge is recognized when the carrying value of a reporting unit exceeds its fair value. Any excess of carrying value over fair value is written down as an impairment. White Mountains did not identify any impairment indicators associated with its reporting units and therefore did not recognize an impairment of goodwill during the three and nine months ended September 30, 2020 and accordingly, adoption of ASU 2017-04 had no impact on White Mountains’s financial statements.
Credit Losses
On January 1, 2020, White Mountains adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments (ASC 326), which establishes new guidance for the recognition of credit losses for financial assets measured at amortized cost. The new ASU requires reporting entities to estimate the credit losses expected over the life of a credit exposure using historical information, current information and reasonable and supportable forecasts that affect the collectability of the financial asset. White Mountains measures its portfolio of investment securities at fair value with changes therein recognized through current period earnings and, accordingly, adoption of ASU 2016-13 had no impact on White Mountains’s financial statements
Leases
On January 1, 2019, White Mountains adopted ASU 2016-02, Leases (ASC 842), which requires lessees to recognize lease assets and liabilities on the balance sheet for both operating and financing leases, with the exception of leases with an original term of 12 months or less. White Mountains elected the optional transition method that permits prospective adoption with recognition of a cumulative effect adjustment to the opening balance of retained earnings. As a result, White Mountains has presented comparative periods prior to adoption in accordance with previous lease accounting guidance. White Mountains also elected all available practical expedients permitted under ASC 842, which allowed White Mountains to carryforward its historical lease classification and not reassess leases for the definition of a lease under the new guidance. As of January 1, 2019, White Mountains recognized $23.2 million for both the lease right-of-use assets and lease liabilities. As of September 30, 2020, White Mountains recognized $38.3 million and $39.1 million of lease right-of-use assets and lease liabilities. Adoption of ASU 2016-02 did not result in an adjustment to opening retained earnings.
Premium Amortization on Callable Debt Securities
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Note 2. Significant Transactions
Acquisitions
Elementum
On May 31, 2019, White Mountains acquired a 30.0 % limited partnership interest in Elementum, a third-party registered investment adviser specializing in natural catastrophe insurance-linked securities (“ILS”), for $55.1 million (the “Elementum Transaction”). Elementum manages separate accounts and pooled investment vehicles across various ILS sectors, including catastrophe bonds, collateralized reinsurance investments and industry loss warranties, on behalf of third-party clients. As part of the Elementum Transaction, White Mountains also committed to invest $50.0 million in ILS funds managed by Elementum. As of September 30, 2020, White Mountains had $52.7 million invested into four Elementum-managed funds.
White Mountains has elected the fair value option for its investments in Elementum and the ILS funds managed by Elementum. Both the investment in Elementum and the investments in ILS funds managed by Elementum are included within other long-term investments.
NSM
On May 11, 2018, White Mountains acquired a 95.0 % basic unit ownership interest in NSM (83.6 % on a fully diluted, fully converted basis). White Mountains paid $274.2 million of cash consideration for its equity interest in NSM, and NSM borrowed $100.0 million in new debt as part of the transaction.
On May 18, 2018, NSM acquired 100 % of Fresh Insurance Services Group Limited (“Fresh Insurance”), an insurance broker that offers non-standard personal lines products in the United Kingdom. NSM paid $49.6 million of upfront cash consideration for Fresh Insurance. NSM borrowed $51.0 million to fund the transaction. During the nine months ended September 30, 2019, NSM paid a purchase price adjustment of an additional $0.7 million of consideration. The purchase price is subject to additional adjustments based upon growth in EBITDA during two earnout periods, one which ended in February 2020 and one ending in February 2022. NSM did not make any payments related to the first Fresh Insurance earnout period.
On December 3, 2018, NSM acquired all the net assets of KBK Insurance Group, Inc. (“KBK”), a specialized MGU focused on the towing and transportation space. NSM paid $60.0 million of upfront cash consideration for KBK. White Mountains contributed $29.0 million to NSM and NSM borrowed $30.1 million to fund the transaction. As of December 31, 2018, White Mountains had recognized $59.4 million of goodwill and other intangible assets, reflecting acquisition date fair value. The relative fair values of goodwill and of other intangible assets recognized in connection with the acquisition of KBK had not yet been finalized as of December 31, 2018. As of March 31, 2019, White Mountains determined that the relative values of goodwill and other intangible assets from the KBK transaction were $32.6 million and $32.7 million, reflecting acquisition date fair values, and recorded a liability of $5.9 million relating to the fair value of contingent consideration earnouts made in connection with the acquisition. The purchase price is subject to adjustments based upon growth in EBITDA during three earnout periods, one which ended in December 2019, one ending in December 2020 and one ending in December 2021. In the first quarter of 2020, NSM paid $6.4 million related to the first KBK earnout period.
On April 1, 2019, NSM acquired 100 % of Embrace Pet Insurance (“Embrace”), a nationwide provider of pet health insurance for dogs and cats. NSM paid $71.5 million of cash consideration, net of cash acquired, for Embrace. White Mountains contributed $58.2 million to NSM and NSM borrowed $20.4 million to fund the transaction. White Mountains recognized $52.2 million of goodwill and $15.4 million of other intangible assets, reflecting acquisition date fair values.
On June 28, 2019, NSM acquired the renewal rights on its U.S. collector car business (the “Renewal Rights”) from American International Group, Inc. (“AIG”) for $82.5 million. The acquisition satisfied NSM’s contingent obligation to acquire the Renewal Rights from AIG. White Mountains contributed $59.1 million to NSM and NSM borrowed $22.5 million to fund the transaction. White Mountains recognized $82.5 million of other intangible assets, reflecting acquisition date fair values. See Note 4 — “Goodwill and Other Intangible Assets”.
On April 7, 2020, NSM acquired 100 % of Kingsbridge Group Limited (“Kingsbridge”), a leading provider of commercial lines insurance and consulting services to the U.K.’s contractor and freelancer markets. NSM paid £107.2 million (approximately $132 million based upon the foreign exchange spot rate at the date of acquisition) of upfront cash consideration for Kingsbridge. White Mountains contributed $80.3 million to NSM and NSM borrowed £42.5 million (approximately $52.4 million based upon the foreign exchange spot rate at the date of acquisition) to fund the transaction. As of September 30, 2020, White Mountains had recognized $125.1 million of goodwill and other intangible assets, reflecting acquisition date fair value. The purchase price is subject to adjustment based upon growth in EBITDA during an earnout period ending in January 2022. The relative fair values of other intangible assets recognized in connection with the acquisition of Kingsbridge and the contingent earnout liability had not yet been finalized as of September 30, 2020.
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As of September 30, 2020 and December 31, 2019, NSM recorded total contingent consideration earnout liabilities of $11.8 million and $20.6 million. The contingent consideration earnout liabilities related to the Fresh Insurance and KBK acquisitions are subject to adjustments based upon EBITDA, EBITDA projections and present value factors for acquired entities. For the three and nine months ended September 30, 2020, NSM recognized pre-tax expense (income) of $0.7 million and $(1.6 ) million for the change in the fair value of its contingent consideration earnout liabilities. For the three and nine months ended September 30, 2019, NSM recognized pre-tax (income) expense of $(2.0 ) million and $5.6 million for the change in the fair value of its contingent consideration earnout liabilities. Any future adjustments to contingent consideration earnout liabilities will be recognized through pre-tax income. For the three and nine months ended September 30, 2020, NSM paid $0.6 million and $7.0 million of contingent consideration earnout liabilities related to KBK and the U.K. vertical. For both the three and nine months ended September 30, 2019, NSM paid $2.6 million of contingent consideration earnout liabilities related to the U.K. vertical.
Kudu
On February 5, 2018, White Mountains entered into an agreement to fund up to $125.0 million in Kudu in exchange for a 49.5 % basic units ownership interest in Kudu (42.7 % on a fully diluted, fully converted basis). On April 4, 2019, White Mountains acquired the ownership interests in Kudu held by certain funds managed by Oaktree for cash consideration of $81.4 million. In addition, White Mountains assumed all of Oaktree’s unfunded capital commitments to Kudu, increasing White Mountains’s total capital commitment to $250.0 million. White Mountains recognized total assets acquired of $155.5 million, including $7.6 million of goodwill and $2.2 million of other intangible assets, total liabilities assumed of $0.8 million and non-controlling interest of $1.5 million.
As a result of the Kudu Transaction, White Mountains’s basic unit ownership of Kudu increased from 49.5 % to 99.1 % (42.7 % to 85.4 % on a fully diluted, fully converted basis), and White Mountains began consolidating Kudu as a reportable segment in its financial statements during the second quarter of 2019. White Mountains’s consolidated financial statements and its segment disclosures include Kudu’s results from April 4, 2019, the date of the Kudu Transaction. For periods prior to the Kudu Transaction, White Mountains determined that Kudu was a VIE, but White Mountains was not the primary beneficiary. In those periods, White Mountains elected to use the fair value option.
During the fourth quarter of 2019, White Mountains increased its total capital commitment to Kudu by $100.0 million to $350.0 million, of which $94.5 million and $129.0 million was undrawn as of September 30, 2020 and December 31, 2019. During the fourth quarter of 2019, Kudu obtained a committed $125.0 million credit facility, of which $51.0 million and $68.0 million was undrawn as of September 30, 2020 and December 31, 2019. See Note 5 — “Debt”.
Dispositions
MediaAlpha
On February 26, 2019, MediaAlpha completed the MediaAlpha Transaction. White Mountains received net cash proceeds of $89.3 million from the MediaAlpha Transaction.
White Mountains recognized a realized gain of $67.5 million and reduced its ownership interest of the basic units outstanding of MediaAlpha from 61.0 % to 48.3 % (58.9 % to 42.0 % on a fully diluted, fully converted basis) as a result of the MediaAlpha Transaction. White Mountains’s remaining ownership interest in MediaAlpha no longer meets the criteria for a controlling ownership interest and, accordingly, White Mountains deconsolidated MediaAlpha on February 26, 2019. White Mountains’s consolidated statement of operations and comprehensive income and its segment disclosures include MediaAlpha’s results of operations for the period from January 1, 2019 through February 26, 2019. Upon deconsolidation, White Mountains’s investment in MediaAlpha met the criteria to be accounted for under the equity method or under the fair value option. See Note 14 — “Equity-Method Eligible Investments”. White Mountains elected the fair value option and the investment in MediaAlpha was initially measured at its estimated fair value of $114.7 million as of the transaction date, with the change in fair value of $114.7 million recognized as an unrealized investment gain. White Mountains recognized a total of $182.2 million of realized and unrealized investment gains on the MediaAlpha Transaction.
On October 30, 2020, MediaAlpha completed an initial public offering (the “MediaAlpha IPO”). See Note 18 — “Subsequent Events”.
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Other Transactions
PassportCard/DavidShield
On May 7, 2020, White Mountains made an additional $15.0 million investment in PassportCard/DavidShield to support operations through the ongoing COVID-19 pandemic. The transaction increased White Mountains’s ownership interest from 50.0 % to 53.8 % in both PassportCard and DavidShield, but had no impact on the governance structure of the companies, including White Mountains’s board representation or other investor rights. The governance structures for both PassportCard and DavidShield were designed to give White Mountains and its co-investor equal power to make the decisions that most significantly impact the operations of PassportCard and DavidShield.
Note 3. Investment Securities
White Mountains’s portfolio of investment securities held for general investment purposes consists of fixed maturity investments, short-term investments, common equity securities and other long-term investments, which are classified as trading securities. Trading securities are reported at fair value as of the balance sheet date. Net realized and unrealized investment gains (losses) on trading securities are reported in pre-tax revenues.
White Mountains’s fixed maturity investments are generally valued using industry standard pricing methodologies. Key inputs include benchmark yields, benchmark securities, reported trades, issuer spreads, bids, offers, credit ratings and prepayment speeds. Income on mortgage and asset-backed securities is recognized using an effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from anticipated prepayments, the estimated economic life is recalculated and the remaining unamortized premium or discount is amortized prospectively over the remaining economic life.
Realized investment gains (losses) resulting from sales of investment securities are accounted for using the specific identification method. Premiums and discounts on all fixed maturity investments are amortized or accreted to income over the anticipated life of the investment. Short-term investments consist of interest-bearing money market funds, certificates of deposit and other securities, which at the time of purchase, mature or become available for use within one year. Short-term investments are carried at amortized or accreted cost, which approximated fair value as of September 30, 2020 and December 31, 2019.
Other long-term investments consist primarily of unconsolidated entities, including Kudu’s non-controlling equity interests in the form of revenue and earnings participation contracts (“Participation Contracts”), private equity funds, hedge funds, ILS funds and private debt instruments.
Net Investment Income
White Mountains’s net investment income is comprised primarily of interest income associated with White Mountains’s fixed maturity investments and short-term investments and dividend income from common equity securities and other long-term investments.
The following table presents pre-tax net investment income for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Fixed maturity investments | $ | $ | $ | $ | ||||||||||||
Short-term investments | ||||||||||||||||
Common equity securities | ||||||||||||||||
Other long-term investments | ||||||||||||||||
Total investment income | ||||||||||||||||
Third-party investment expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Net investment income, pre-tax | $ | $ | $ | $ | ||||||||||||
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Net Realized and Unrealized Investment Gains (Losses)
The following table presents net realized and unrealized investment gains (losses) for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30 | September 30 | ||||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | |||||||||||||
Fixed maturity investments | $ | $ | $ | $ | |||||||||||||
Short-term investments | |||||||||||||||||
Common equity securities | |||||||||||||||||
Other long-term investments (1) (2)(3) | $ | ||||||||||||||||
Net realized and unrealized investment gains | |||||||||||||||||
Less: net gains on investment securities sold during the period | |||||||||||||||||
Net realized and unrealized investment gains on investment securities held at the end of the period | $ | $ | $ | $ | |||||||||||||
(1) For the nine months ended September 30, 2019, excludes $67.5 of realized gain and includes $114.7 of unrealized investment gain associated with the
MediaAlpha Transaction, which are both recorded in a separate line item in the statement of operations titled Realized gain and unrealized investment gain
from the MediaAlpha Transaction. See Note 2 — “Significant Transactions”.
(2) For the three and nine months ended September 30, 2020 and 2019, includes $250.0 , $295.0 , $35.3 and $150.0 of unrealized investment gains from White Mountains’s investment in MediaAlpha.
(3) For the three and nine months ended September 30, 2020 and 2019, includes $0.8 and $(0.8 ) of realized and unrealized investment gains (losses) related to foreign currency exchange.
The following table presents total gains included in earnings attributable to net unrealized investment gains (losses) for Level 3 investments for the three and nine months ended September 30, 2020 and 2019 for investments still held at the end of the period:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Other long-term investments | $ | $ | $ | $ | ||||||||||||
Total net unrealized investment gains (losses), pre-tax - Level 3 investments | $ | $ | $ | $ | ||||||||||||
Investment Holdings
The following tables present the cost or amortized cost, gross unrealized investment gains (losses) and carrying values of White Mountains’s fixed maturity investments as of September 30, 2020 and December 31, 2019:
September 30, 2020 | ||||||||||||||||
Millions | Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Carrying Value | ||||||||||||
U.S. Government and agency obligations | $ | $ | $ | $ | ||||||||||||
Debt securities issued by corporations | ( | ) | ||||||||||||||
Municipal obligations | ( | ) | ||||||||||||||
Mortgage and asset-backed securities | ||||||||||||||||
Total fixed maturity investments | $ | $ | $ | ( | ) | $ | ||||||||||
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December 31, 2019 | ||||||||||||||||
Millions | Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Carrying Value | ||||||||||||
U.S. Government and agency obligations | $ | $ | $ | ( | ) | $ | ||||||||||
Debt securities issued by corporations | ( | ) | ||||||||||||||
Municipal obligations | ( | ) | ||||||||||||||
Mortgage and asset-backed securities | ( | ) | ||||||||||||||
Total fixed maturity investments | $ | $ | $ | ( | ) | $ | ||||||||||
The following tables present the cost or amortized cost, gross unrealized investment gains (losses), net foreign currency losses, and carrying values of White Mountains’s common equity securities and other long-term investments as of September 30, 2020 and December 31, 2019:
September 30, 2020 | ||||||||||||||||||||
Millions | Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Net Foreign Currency Losses | Carrying Value | |||||||||||||||
Common equity securities | $ | $ | $ | $ | $ | |||||||||||||||
Other long-term investments | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
December 31, 2019 | ||||||||||||||||||||
Millions | Cost or Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Net Foreign Currency Losses | Carrying Value | |||||||||||||||
Common equity securities | $ | $ | $ | $ | $ | |||||||||||||||
Other long-term investments | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
Debt Securities Issued by Corporations
The following table presents the credit ratings of debt securities issued by corporations held in White Mountains’s investment portfolio as of September 30, 2020 and December 31, 2019:
Fair Value at | ||||||||
Millions | September 30, 2020 | December 31, 2019 | ||||||
AAA | $ | $ | ||||||
AA | ||||||||
A | ||||||||
BBB | ||||||||
BB | ||||||||
Debt securities issued by corporations (1) | $ | $ | ||||||
(1) | Credit ratings are based upon issuer credit ratings provided by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”), or if unrated by Standard & Poor’s, long-term obligation ratings provided by Moody’s Investor Service, Inc. |
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Mortgage and Asset-backed Securities
The following table presents the fair value of White Mountains’s mortgage and asset-backed securities as of September 30, 2020 and December 31, 2019:
September 30, 2020 | December 31, 2019 | |||||||||||||||||||||||
Millions | Fair Value | Level 2 | Level 3 | Fair Value | Level 2 | Level 3 | ||||||||||||||||||
Mortgage-backed securities: | ||||||||||||||||||||||||
Agency: | ||||||||||||||||||||||||
FNMA | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
FHLMC | ||||||||||||||||||||||||
GNMA | ||||||||||||||||||||||||
Total agency (1) | ||||||||||||||||||||||||
Total mortgage-backed securities | ||||||||||||||||||||||||
Other asset-backed securities: | ||||||||||||||||||||||||
Credit card receivables | ||||||||||||||||||||||||
Vehicle receivables | ||||||||||||||||||||||||
Total other asset-backed securities | ||||||||||||||||||||||||
Total mortgage and asset-backed securities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
(1) | Represents publicly traded mortgage-backed securities which carry the full faith and credit guaranty of the U.S. Government (i.e., GNMA) or are guaranteed by a government sponsored entity (i.e., FNMA, FHLMC). |
Other Long-Term Investments
The following table presents the carrying values of White Mountains’s other long-term investments as of September 30, 2020 and December 31, 2019:
Carrying Value at | ||||||||
Millions | September 30, 2020 | December 31, 2019 | ||||||
MediaAlpha (1) | $ | $ | ||||||
Kudu’s Participation Contracts (1) | ||||||||
PassportCard/DavidShield (1) | ||||||||
Elementum Holdings L.P. (1) | ||||||||
Other unconsolidated entities (1)(2) | ||||||||
Total unconsolidated entities (1) | ||||||||
Private equity funds and hedge funds | ||||||||
Insurance-linked securities funds | ||||||||
Private debt investments (3) | ||||||||
Total other long-term investments | $ | $ | ||||||
(1) See Fair Value Measurements by Level table.
(2) Includes White Mountains’s non-controlling equity interests in certain private common equity securities, limited liability companies and convertible preferred securities and Simple Agreement for Future Equity (“SAFE”) investments.
(3) Includes $5.1 and $5.0 in private debt investments carried at fair value as of September 30. 2020 and amortized cost as of December 31, 2019.
Private Equity Funds and Hedge Funds
White Mountains invests in private equity funds and hedge funds, which are included in other long-term investments. The fair value of these investments is generally estimated using the net asset value (“NAV”) of the funds. As of September 30, 2020, White Mountains held investments in fourteen private equity funds. The largest investment in a single private equity fund or hedge fund was $23.7 million as of September 30, 2020 and $54.6 million as of December 31, 2019.
In the first quarter of 2020, White Mountains submitted a notice to redeem its sole hedge fund having a fair value of $45.6 million. The bulk of the redemption proceeds, subject to customary audit holdbacks, were received in April 2020 and the remaining balance is expected to be received in April 2021.
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The following table presents investments and unfunded commitments in private equity funds and hedge funds by investment objective and sector as of September 30, 2020 and December 31, 2019:
September 30, 2020 | December 31, 2019 | |||||||||||||||
Millions | Fair Value | Unfunded Commitments | Fair Value | Unfunded Commitments | ||||||||||||
Private equity funds | ||||||||||||||||
Aerospace/Defense/Government | $ | $ | $ | $ | ||||||||||||
Manufacturing/Industrial | ||||||||||||||||
Financial services | ||||||||||||||||
Total private equity funds | ||||||||||||||||
Hedge funds | ||||||||||||||||
Long/short banks and financials | ||||||||||||||||
Total hedge funds | ||||||||||||||||
Total private equity funds and hedge funds included in other long-term investments | $ | $ | $ | $ | ||||||||||||
Investments in private equity funds are generally subject to a lock-up period during which investors may not request a redemption. Distributions prior to the expected termination date of the fund may be limited to dividends or proceeds arising from the liquidation of the fund’s underlying investments. In addition, certain private equity funds have the option to extend the lock-up period.
The following table presents investments in private equity funds that were subject to lock-up periods as of September 30, 2020:
Millions | 1 – 3 years | 3 – 5 years | 5 – 10 years | >10 years | Total | |||||
Private equity funds — expected lock-up period remaining | $ | $ | $ | $ | $ | |||||
Investors in private equity funds are generally subject to indemnification obligations outside of the capital commitment period and prior to the winding up of the fund. As of September 30, 2020 and December 31, 2019, White Mountains is not aware of any indemnification claims relating to its investments in private equity funds.
Redemption of investments in most hedge funds is subject to restrictions, including lock-up periods where no redemptions or withdrawals are allowed, restrictions on redemption frequency and advance notice periods for redemptions. Amounts requested for redemptions remain subject to market fluctuations until the redemption effective date, which generally falls at the end of the defined redemption period.
Insurance-Linked Securities Funds
White Mountains’s other long-term investments include ILS funds. The fair value of these investments is generally estimated using the NAV of the funds. As of September 30, 2020, White Mountains held investments in four ILS funds with a fair value of $52.7 million.
Investments in ILS funds are generally subject to restrictions, including lock-up periods where no redemptions or withdrawals are allowed, non-renewal clauses, restrictions on redemption frequency and advance notice periods for redemptions. From time to time, natural catastrophe, liquidity, market or other events will occur that make the determination of fair value for underlying investments in an ILS fund less certain due to the potential for loss development. In such circumstances, the impacted investments may be subject to additional lock-up provisions.
White Mountains’s ILS funds are subject to monthly and annual restrictions on redemptions and advance redemption notice period requirements that range between 30 and 90 days. Amounts requested for redemption remain subject to market fluctuations until the redemption effective date, which generally falls at the end of the defined redemption period.
In the first quarter of 2020, White Mountains invested in an ILS fund that requires shareholders to make additional capital commitments annually in an amount up to or equal to the original capital commitment, unless a non-renewal notice is provided on or before September 15 of each calendar year. The notice of non-renewal constitutes a redemption request. Fund proceeds become available on the last calendar day of the month when the last underlying fund investment has fully matured or been commuted, which is typically three years from the initial investment in the fund. In September 2020, White Mountains notified the ILS fund manager of its intent to renew its capital commitment for the following calendar year by maintaining a fund commitment equal to its invested balance as of December 31, 2020.
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Fair Value Measurements as of September 30, 2020
Fair value measurements are categorized into a hierarchy that distinguishes between inputs based on market data from independent sources (“observable inputs”) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (“unobservable inputs”). Quoted prices in active markets for identical assets or liabilities have the highest priority (“Level 1”), followed by observable inputs other than quoted prices, including prices for similar but not identical assets or liabilities (“Level 2”) and unobservable inputs, including the reporting entity’s estimates of the assumptions that market participants would use, having the lowest priority (“Level 3”). As of September 30, 2020 and December 31, 2019, White Mountains used quoted market prices or other observable inputs to determine fair value for approximately 62 % and 71 % of the investment portfolio.
Fair Value Measurements by Level
The following tables present White Mountains’s fair value measurements for investments as of September 30, 2020 and December 31, 2019 by level. The major security types were based on the legal form of the securities. White Mountains has disaggregated its fixed maturity investments based on the issuing entity type, which impacts credit quality, with debt securities issued by U.S. government entities carrying minimal credit risk, while the credit and other risks associated with other issuers, such as corporations, foreign governments, municipalities or entities issuing mortgage and asset-backed securities vary depending on the nature of the issuing entity type. White Mountains further disaggregates debt securities issued by corporations and common equity securities by industry sector because investors often reference commonly used benchmarks and their subsectors to monitor risk and performance. Accordingly, White Mountains has further disaggregated these asset classes into subclasses based on the similar sectors and industry classifications it uses to evaluate investment risk and performance against commonly used benchmarks, such as the Bloomberg Barclays U.S. Intermediate Aggregate and S&P 500 indices.
September 30, 2020 | ||||||||||||||||
Millions | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
Fixed maturity investments: | ||||||||||||||||
U.S. Government and agency obligations | $ | $ | $ | $ | ||||||||||||
Debt securities issued by corporations: | ||||||||||||||||
Financials | ||||||||||||||||
Technology | ||||||||||||||||
Industrial | ||||||||||||||||
Consumer | ||||||||||||||||
Healthcare | ||||||||||||||||
Communications | ||||||||||||||||
Energy | ||||||||||||||||
Materials | ||||||||||||||||
Utilities | ||||||||||||||||
Total debt securities issued by corporations | ||||||||||||||||
Municipal obligations | ||||||||||||||||
Mortgage and asset-backed securities | ||||||||||||||||
Total fixed maturity investments | ||||||||||||||||
Short-term investments (1) | ||||||||||||||||
Common equity securities: | ||||||||||||||||
Exchange traded funds | ||||||||||||||||
Other (2) | ||||||||||||||||
Total common equity securities | ||||||||||||||||
Other long-term investments | ||||||||||||||||
Other long-term investments — NAV (3) | ||||||||||||||||
Total investments | $ | $ | $ | $ | ||||||||||||
(1) Short-term investments are measured at amortized cost, which approximates fair value.
(2) Primarily consists of one investment in a unit trust that predominantly invests in international equities.
(3) Consists of private equity funds and ILS funds for which fair value is measured at NAV using the practical expedient. Investments for which fair value is measured at NAV are not classified within the fair value hierarchy.
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December 31, 2019 | ||||||||||||||||
Millions | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
Fixed maturity investments: | ||||||||||||||||
U.S. Government and agency obligations | $ | $ | $ | $ | ||||||||||||
Debt securities issued by corporations: | ||||||||||||||||
Financials | ||||||||||||||||
Industrial | ||||||||||||||||
Healthcare | ||||||||||||||||
Consumer | ||||||||||||||||
Energy | ||||||||||||||||
Technology | ||||||||||||||||
Communications | ||||||||||||||||
Utilities | ||||||||||||||||
Materials | ||||||||||||||||
Total debt securities issued by corporations | ||||||||||||||||
Municipal obligations | ||||||||||||||||
Mortgage and asset-backed securities | ||||||||||||||||
Total fixed maturity investments | ||||||||||||||||
Short-term investments (1) | ||||||||||||||||
Common equity securities: | ||||||||||||||||
Exchange traded funds (2) | ||||||||||||||||
Other (3) | ||||||||||||||||
Total common equity securities | ||||||||||||||||
Other long-term investments | ||||||||||||||||
Other long-term investments — NAV (4) | ||||||||||||||||
Total investments | $ | $ | $ | $ | ||||||||||||
(1) Short-term investments are measured at amortized cost, which approximates fair value.
(2) ETFs traded on foreign exchanges are priced using the fund’s published NAV to account for the difference in market close times and are therefore designated a Level 2 measurement.
(3) Primarily consists of two investments in unit trusts that predominantly invest in international equities and an open-end mutual fund that invests in domestic large-cap companies.
(4) Consists of private equity funds, one hedge fund and ILS funds for which fair value is measured at NAV using the practical expedient. Investments for which fair value is measured at NAV are not classified within the fair value hierarchy.
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Rollforward of Fair Value Measurements by Level
White Mountains uses quoted market prices where available as the inputs to estimate fair value for its investments in active markets. Such measurements are considered to be either Level 1 or Level 2 measurements, depending on whether the quoted market price inputs are for identical securities (Level 1) or similar securities (Level 2). Level 3 measurements for fixed maturity investments, common equity securities and other long-term investments as of September 30, 2020 and 2019 consist of securities for which the estimated fair value has not been determined based upon quoted market price inputs for identical or similar securities.
The following tables present the changes in White Mountains’s fair value measurements by level for the three months ended September 30, 2020 and 2019:
Level 3 Investments | Other Long-term Investments Measured at NAV (2) | |||||||||||||||||||
Millions | Level 1 Investments | Level 2 Investments | Common Equity Securities | Other Long-term Investments | Total | |||||||||||||||
Balance at December 31, 2019 | $ | $ | $ | $ | $ | $ | (1) | |||||||||||||
Net realized and unrealized gains (losses) | ( | ) | (3) | |||||||||||||||||
Amortization/Accretion | ( | ) | ( | ) | ||||||||||||||||
Purchases | ||||||||||||||||||||
Sales | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
Transfers in | ||||||||||||||||||||
Transfers out | ||||||||||||||||||||
Balance at September 30, 2020 | $ | $ | $ | $ | $ | $ | (1) | |||||||||||||
(1) Excludes carrying value of $571.8 and $201.2 as of September 30, 2020 and December 31, 2019 classified as short-term investments.
(2) Includes private equity funds, hedge funds and ILS funds for which fair value is measured at NAV using the practical expedient are no longer classified within the fair value hierarchy. See Note 1 — “Basis of Presentation and Significant Accounting Policies”.
(3) Excludes realized and unrealized gains associated with short-term investments of $0.4 for the nine months ended September 30, 2020.
Level 3 Investments | Other Long-term Investments Measured at NAV (3,5) | |||||||||||||||
Millions | Level 1 Investments | Level 2 Investments | Other Long-term Investments | Total | ||||||||||||
Balance at December 31, 2018 | $ | $ | $ | $ | $ | (1) | ||||||||||
Net realized and unrealized gains | (2, 4) | |||||||||||||||
Amortization/Accretion | ( | ) | ( | ) | ||||||||||||
Purchases | (6) | |||||||||||||||
Sales | ( | ) | ( | ) | — | ( | ) | ( | ) | |||||||
Transfers in | ||||||||||||||||
Transfers out | ( | ) | ( | ) | ||||||||||||
Balance at September 30, 2019 | $ | $ | $ | $ | $ | (1) | ||||||||||
(1) Excludes carrying value of $272.5 and $214.2 as of September 30, 2019 and December 31, 2018 classified as short-term investments.
(2) | Includes $ |
(3) Includes private equity funds, hedge funds and ILS funds for which fair value is measured at NAV using the practical expedient are no longer classified within the fair value hierarchy. See Note 1 — “Basis of Presentation and Significant Accounting Policies”.
(4) Excludes realized and unrealized losses associated with short-term investments of $0.3 for the nine months ended September 30, 2019.
(5) Transfer includes $71.7 associated with the Kudu Transaction. See Note 2 — “Significant Transactions”.
(6) Purchases include $70.1 associated with the Kudu Transaction. See Note 2 — “Significant Transactions”.
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Fair Value Measurements — Transfers Between Levels - Nine-months ended September 30, 2020 and 2019
Transfers between levels are recorded using the fair value measurement as of the end of the quarterly period in which the event or change in circumstance giving rise to the transfer occurred.
During the first nine months of 2020 and 2019, there were no fixed maturity investments or other long-term investments classified as Level 3 measurements in the prior period that were transferred to Level 2 measurements.
During the first nine months of 2020 and 2019, there were no fixed maturity investments or other long-term investments classified as Level 2 measurements in the prior period that were transferred to Level 3 measurements.
Significant Unobservable Inputs
The following tables present significant unobservable inputs used in estimating the fair value of other long-term investments, other than private equity funds, hedge funds and ILS funds, classified within Level 3 as of September 30, 2020 and December 31, 2019. The fair value of investments in private equity funds, hedge funds and ILS funds are generally estimated using the NAV of the funds.
$ in Millions | September 30, 2020 | |||||||
Description | Valuation Technique(s) | Fair Value (5) | Unobservable Inputs (6) | |||||
MediaAlpha | Probability-weighted expected return method | $ | Weight ascribed to IPO | |||||
Forward Revenue Exit Multiple | 2x | |||||||
Weight ascribed to remaining private | ||||||||
Discount Rate | ||||||||
Terminal Revenue Growth | ||||||||
Discount Rate (2)(6) | Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (6) | |||||||
Kudu’s Participation Contracts (1)(2) | Discounted cash flow | $ | 18% - 23% | 6x - 12x | ||||
PassportCard/DavidShield (3) | Discounted cash flow | $ | ||||||
Elementum Holdings, L.P. | Discounted cash flow | $ | ||||||
Private debt instruments | Discounted cash flow | $ | 5% - 10% | N/A | ||||
All other | Discounted cash flow | $ | 20% - 24% | |||||
Noblr, Inc. | Share price of recent transaction | $ | Share price: | $ | ||||
Zillion Insurance Services, Inc.(4) | Recent transaction | $ | Transaction price: | $ | ||||
(1) During the nine months ended September 30, 2020, Kudu deployed a total of $57.4 in new Kudu Participation Contracts, including Creation Investments Capital Management and Sequoia Financial Group.
(2) Since Kudu’s Participation Contracts are not subject to corporate taxes within Kudu Investment Management, LLC, pre-tax discount rates are applied to pre-tax cash flows in determining fair values.
(3) During the nine months ended September 30, 2020, White Mountains made an additional $15.0 investment in PassportCard/DavidShield. See Note 2 - “Significant Transactions”.
(4) During the nine months ended September 30, 2020, White Mountains made an additional $2.5 investment in Zillion Insurance Services, Inc.
(5) Includes the net unrealized investment gains (losses) associated with foreign currency; foreign currency effects based on observable inputs.
(6) Increases (decreases) to the discount rates in isolation would result in lower (higher) fair value measurements, while increases (decreases) to the terminal cash flow exit multiples or terminal revenue growth rates in isolation would result in higher (lower) fair value measurements.
23
$ in Millions | December 31, 2019 | |||||||
Description | Valuation Technique(s) | Fair Value (1) | Unobservable Inputs | |||||
Discount Rate (2) | Terminal Cash Flow Exit Multiple (x) or Terminal Revenue Growth Rate (%) (2) | |||||||
Kudu’s Participation Contracts | Discounted cash flow | $ | 15% - 22% | 6x - 12x | ||||
MediaAlpha | Discounted cash flow | $ | ||||||
PassportCard/DavidShield | Discounted cash flow | $ | ||||||
Elementum Holdings, L.P. | Discounted cash flow | $ | ||||||
Private debt instruments | Discounted cash flow | $ | 4% - 9% | N/A | ||||
All other | Discounted cash flow | $ | 25% - 32% | |||||
Noblr, Inc. | Share price of recent transaction | $ | Share price: | $ | ||||
Zillion Insurance Services, Inc. | Recent transaction | $ | Transaction price: | $ | ||||
Compare.com | Estimated net realizable value | $ | Net realizable value: | $ | ||||
(1) Includes the net unrealized investment gains (losses) associated with foreign currency; foreign currency effects based on observable inputs.
(2) Increases (decreases) to the discount rates in isolation would result in lower (higher) fair value measurements, while increases (decreases) to the terminal cash flow exit multiples or terminal revenue growth rates in isolation would result in higher (lower) fair value measurements.
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Note 4. Goodwill and Other Intangible Assets
White Mountains accounts for purchases of businesses using the acquisition method. Under the acquisition method, White Mountains recognizes and measures the assets acquired, liabilities assumed and any noncontrolling interest in the acquired entities at their acquisition date fair values. The acquisition date fair values of certain assets and liabilities, generally consisting of intangible assets and liabilities for contingent consideration, may be recorded at provisional amounts in circumstances where the information necessary to complete the acquisition accounting is not available at the reporting date. Any such provisional amounts are finalized as measurement period adjustments within one year of the acquisition date.
The following table presents the acquisition date fair values, accumulated amortization and net carrying values for other intangible assets and goodwill, by company as of September 30, 2020 and December 31, 2019:
$ in Millions | Weighted Average Economic Life (in years) | September 30, 2020 | December 31, 2019 | |||||||||||||||||||||||||||||||
Acquisition Date Fair Value | Accumulated Amortization | Impairments | Net Carrying Value | Acquisition Date Fair Value | Accumulated Amortization | Impairments | Net Carrying Value | |||||||||||||||||||||||||||
Goodwill: | ||||||||||||||||||||||||||||||||||
NSM (1) | N/A | $ | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | |||||||||||||||||||||
Kudu | N/A | — | — | — | — | |||||||||||||||||||||||||||||
Other Operations | N/A | — | — | — | ||||||||||||||||||||||||||||||
Total goodwill | — | — | — | |||||||||||||||||||||||||||||||
Other intangible assets: | ||||||||||||||||||||||||||||||||||
NSM (1) | ||||||||||||||||||||||||||||||||||
Customer relationships | ||||||||||||||||||||||||||||||||||
Trade names | ||||||||||||||||||||||||||||||||||
Information technology platform | 0 | |||||||||||||||||||||||||||||||||
Renewal rights | ||||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||
Subtotal | ||||||||||||||||||||||||||||||||||
Kudu | ||||||||||||||||||||||||||||||||||
Trade names | — | |||||||||||||||||||||||||||||||||
Other Operations | ||||||||||||||||||||||||||||||||||
Trade names | — | |||||||||||||||||||||||||||||||||
Customer relationships | — | |||||||||||||||||||||||||||||||||
Information technology platform | — | |||||||||||||||||||||||||||||||||
Insurance Licenses | N/A | — | ||||||||||||||||||||||||||||||||
Other | — | |||||||||||||||||||||||||||||||||
Subtotal | — | |||||||||||||||||||||||||||||||||
Total other intangible assets | ||||||||||||||||||||||||||||||||||
Total goodwill and other intangible assets | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Goodwill and other intangible assets attributed to non-controlling interests | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
Goodwill and other intangible assets included in White Mountains’s common shareholders’ equity | $ | $ | ||||||||||||||||||||||||||||||||
(1) As of September 30, 2020, NSM’s goodwill and intangible assets included $5.2 and $(0.5 ) of the effect of foreign currency translation. As of December 31, 2019, NSM’s goodwill and intangible assets included $1.4 and $0.7 of the effect of foreign currency translation.
25
The goodwill recognized for the entities shown on the previous page is attributed to expected future cash flows. The acquisition date fair values of other intangible assets with finite lives are estimated using income approach techniques, which use future expected cash flows to develop a discounted present value amount.
The multi-period-excess-earnings method estimates fair value using the present value of the incremental after-tax cash flows attributable solely to the other intangible asset over its remaining life. This approach was used to estimate the fair value of other intangible assets associated with trade names, customer relationships and contracts and information technology.
The relief-from-royalty method was used to estimate fair value for other intangible assets that relate to rights that could be obtained via a license from a third-party owner. Under this method, the fair value is estimated using the present value of license fees avoided by owning rather than leasing the asset. This technique was used to estimate the fair value of domain names, certain trademarks and brand names.
The with-or-without method estimates the fair value of an other intangible asset that provides an incremental benefit. Under this method, the fair value of the other intangible asset is calculated by comparing the value of the entity with and without the other intangible asset. This approach was used to estimate the fair value of favorable lease terms.
The following table presents a summary of the acquisition date fair values of goodwill and other intangible assets for
acquisitions completed from January 1, 2019 through September 30, 2020:
$ in Millions | ||||||
Acquisition of subsidiary/ asset | Goodwill and Other intangible asset (1) | Acquisition Date | ||||
Embrace (2) | $ | April 1, 2019 | ||||
Renewal Rights (3) | June 28, 2019 | |||||
Kingsbridge (4) | April 7, 2020 | |||||
Total NSM segment | $ | |||||
Kudu Transaction | $ | April 4, 2019 | ||||
Other Operations (4) | $ | Various | ||||
(1) Acquisition date fair values include the effect of adjustments during the measurement period and excludes the effect of foreign currency translation subsequent to the acquisition date.
(2) Excludes $3.4 of software classified within other assets.
(3) NSM’s purchase of the Renewal Rights from AIG was an asset acquisition.
(4) The determination of the relative fair values of goodwill and other intangible assets had not yet been finalized as of September 30, 2020.
On an annual basis beginning no later than the interim period included in the one-year anniversary of an acquisition, White Mountains evaluates goodwill and other intangible assets for potential impairment. Between annual evaluations, White Mountains considers changes in circumstances or events subsequent to the most recent evaluation that may indicate that an impairment may exist and, if necessary will perform an interim review for potential impairment. During the second quarter of 2020, White Mountains recognized impairments of other intangible assets of $6.2 million. The impairments related to NSM’s write-off of intangible assets in its U.K. vertical. The impairments related to lower premium volumes, including due to the impact of the COVID-19 pandemic, and certain reorganization initiatives in the U.K. vertical. There were no other impairments of other intangible assets and no impairments of goodwill for the three and nine months ended September 30, 2020 and 2019.
26
The following tables present the change in goodwill and other intangible assets for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30, | ||||||||||||||||||||||||
2020 | 2019 | |||||||||||||||||||||||
Millions | Goodwill | Other Intangible Assets | Total Goodwill and Other Intangible Assets | Goodwill | Other Intangible Assets | Total Goodwill and Other Intangible Assets | ||||||||||||||||||
Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Attribution of acquisition date fair value estimates between goodwill and other intangible assets | $ | ( | ) | $ | ||||||||||||||||||||
Acquisitions of businesses | (1) | |||||||||||||||||||||||
Acquisition of renewal rights | ||||||||||||||||||||||||
Foreign currency translation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
Amortization | — | ( | ) | ( | ) | — | ( | ) | ( | ) | ||||||||||||||
Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
(1) The relative fair values of goodwill and other intangible assets recognized in connection with the acquisition of Other Operations had not yet been finalized at September 30, 2020.
Nine Months Ended September 30, | ||||||||||||||||||||||||
2020 | 2019 | |||||||||||||||||||||||
Millions | Goodwill | Other Intangible Assets | Total Goodwill and Other Intangible Assets | Goodwill | Other Intangible Assets | Total Goodwill and Other Intangible Assets | ||||||||||||||||||
Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Deconsolidation of MediaAlpha | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Attribution of acquisition date fair value estimates between goodwill and other intangible assets | ( | ) | ||||||||||||||||||||||
Acquisitions of businesses | (1) | (2) | ||||||||||||||||||||||
Acquisition of renewal rights | ||||||||||||||||||||||||
Foreign currency translation | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Adjustments to reflect acquisition date fair value | ||||||||||||||||||||||||
Impairments | ( | ) | ( | ) | ||||||||||||||||||||
Amortization | — | ( | ) | ( | ) | — | ( | ) | ( | ) | ||||||||||||||
Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
(1) The relative fair values of goodwill and other intangible assets recognized in connection with the acquisition of Kingsbridge and Other Operations had not yet been finalized at September 30, 2020.
(2) The relative fair values of goodwill and other intangible assets recognized in connection with the acquisitions of Embrace and Other Operations had not yet been finalized at September 30, 2019.
27
Note 5. Debt
The following table presents White Mountains’s debt outstanding as of September 30, 2020 and December 31, 2019:
Millions | September 30, 2020 | Effective Rate (1) | December 31, 2019 | Effective Rate (1) | ||||||||
NSM Bank Facility | $ | $ | ||||||||||
Unamortized issuance cost | ( | ) | ( | ) | ||||||||
NSM Bank Facility, carrying value | ||||||||||||
Other NSM debt, carrying value | ||||||||||||
Kudu Bank Facility | ||||||||||||
Unamortized issuance cost | ( | ) | ( | ) | ||||||||
Kudu Bank Facility, carrying value | ||||||||||||
Other Operations debt | ||||||||||||
Unamortized issuance cost | ( | ) | ( | ) | ||||||||
Other Operations, carrying value | ||||||||||||
Total debt | $ | $ | ||||||||||
(1) Effective rate considers the effect of the debt issuance costs.
NSM Bank Facility
On April 7, 2020, NSM amended its secured credit facility (the “NSM Bank Facility”) with Ares Capital Corporation in connection with the acquisition of Kingsbridge. Under the amendment, the total commitment increased from $234.0 million, comprised of term loans of $224.0 million and a revolving credit loan commitment of $10.0 million, to $291.4 million, comprised of term loans of $276.4 million, including £42.5 million (approximately $52.4 million based upon the foreign exchange spot rate as of the date of the transaction) in a GBP term loan, and a revolving credit loan commitment of $15.0 million. The term loans under the NSM Bank Facility mature on May 11, 2026, and the revolving loan matures on November 11, 2025.
Under GAAP, if the terms of a debt instrument are amended, unless there is greater than 10 % change in the expected discounted future cash flows of such instrument, the instrument’s carrying value does not change. White Mountains has determined that the impact of the changes to the terms of the NSM Bank Facility on the expected discounted future cash flows was less than 10 %.
Interest on the NSM Bank Facility accrues at a floating interest rate equal to the three-month LIBOR plus an applicable margin. In connection with the amendment, the reference rates for USD denominated borrowings increased. The USD-LIBOR rate floor increased is 1.25 % and the margin over USD-LIBOR increased from a range of 4.25 % to 4.75 % to a range of 5.50 % to 6.00 %. For GBP denominated borrowings, the GBP-LIBOR rate floor is 1.25 % and the margin over GBP-LIBOR ranges from 6.0 % to 6.5 %. The margins over the reference interest rates vary within the range depending on the consolidated total leverage ratio of NSM. As of September 30, 2020 and December 31, 2019, the weighted average interest rate on the NSM Bank Facility was 6.91 % and 6.60 %.
The following table presents the change in debt under the NSM Bank Facility for the three and nine months ended September 30, 2020 and 2019:
NSM Bank Facility | Three Months Ended | Nine Months Ended | ||||||||||||||
September 30 | September 30 | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Beginning balance | $ | $ | $ | $ | ||||||||||||
Term loans | ||||||||||||||||
Borrowings (1) | ||||||||||||||||
Repayments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Foreign currency translation | ||||||||||||||||
Revolving credit loan | ||||||||||||||||
Borrowings | ||||||||||||||||
Repayments | ( | ) | ||||||||||||||
Ending balance | ||||||||||||||||
(1) Borrowings for the nine months ended September 30, 2020 included $52.4 for the funding of the acquisition of Kingsbridge. Borrowings for the nine months ended September 30, 2019, included $20.4 and $22.5 for the funding of the acquisitions of Embrace and the Renewal Rights.
28
As of September 30, 2020, the term loans had an outstanding balance of $275.0 million, including £42.5 million (approximately $52.4 million based upon the foreign exchange spot rate as of the date of the transaction) in a GBP term loan, and the revolving credit loan was undrawn.
On June 15, 2018, NSM entered into an interest rate swap agreement to hedge its exposure to interest rate risk on $151.0 million of its USD denominated variable rate term loans. Under the terms of the swap agreement, NSM pays a fixed rate of 2.97 % and receives a variable rate, which is reset monthly, based on then-current USD-LIBOR. As of September 30, 2020, the variable rate received by NSM under the swap agreement was 1.00 %. As of September 30, 2020, the interest rate, including the effect of the swap, for the outstanding term loans of $148.0 million that are hedged by the swap was 8.72 %, excluding the effect of debt issuance costs. See Note 7 — “Derivatives”.
For the nine months ended September 30, 2020, the weighted average effective interest rate on the outstanding term loans of $148.0 million that are hedged by the swap, excluding the effect of the swap, was 6.84 %. The weighted average effective interest rate on the outstanding term loans of $127.0 million that are unhedged was 7.03 %. The effective interest rate on the total outstanding term loans under the NSM Bank Facility of $275.0 million was 6.98 %, excluding the effect of debt issuance costs.
On June 4, 2020, NSM entered into an interest rate cap agreement to limit its exposure to the risk of interest rate increases on the GBP denominated term loan. The notional amount of the interest rate cap is £42.5 million (approximately $52.4 million based upon the foreign exchange spot rate as the date of the transaction) and the termination date is June 4, 2022. On August 18, 2020, NSM entered into a separate interest rate cap agreement to effectively extend the term of the original interest rate cap agreement by one year . The second interest rate cap agreement has an effective date of June 15, 2022 and a termination date of June 15, 2023. Under the terms of the interest rate cap agreements, if the current GBP-LIBOR at the measurement date exceeds 1.25 %, NSM will receive payments from the counterparty equal to the then-current GBP-LIBOR rate, less the 1.25 % cap rate. See Note 7 — “Derivatives”.
The NSM Bank Facility is secured by all property of the loan parties and contains various affirmative, negative and financial covenants that White Mountains considers to be customary for such borrowings, including a maximum consolidated total leverage ratio covenant.
Other NSM Debt
NSM also has a secured term loan related to its U.K. vertical. As of September 30, 2020, the secured term loan had an outstanding balance of $1.6 million and a maturity date of December 31, 2022.
Kudu Bank Facility
On December 23, 2019, Kudu entered into a secured credit facility (the “Kudu Bank Facility”) with Monroe Capital Management Advisors, LLC to provide funding for distributions to unitholders and fund new investments and related transaction expenses. As of September 30, 2020, the Kudu Bank Facility has a maximum borrowing capacity of $124.0 million, which is comprised of a revolving credit loan commitment of $5.0 million, an initial term loan of $57.0 million and a delayed-draw term loan of $62.0 million. The term loans and revolving credit loans, under the Kudu Bank Facility, mature in 2025. During the three months ended September 30, 2020, Kudu had no borrowings or repayments in term loans under the Kudu Bank Facility.
During the nine months ended September 30, 2020, Kudu borrowed $17.0 million in term loans under the Kudu Bank Facility and made no repayments. As of September 30, 2020, the term loans had an outstanding balance of $74.0 million and the revolving credit loan was undrawn.
Interest on the Kudu Bank Facility accrues at a floating interest rate equal to the greater of the one-month USD-LIBOR and 1.0 % or the Prime Rate plus 1.0 %, plus in each case, an applicable margin. The margin over USD-LIBOR may vary between 5.50 % and 6.25 % and the margin over the Base Rate may vary between 4.50 % and 5.25 %, depending on the consolidated total leverage ratio of the borrower.
The Kudu Bank Facility is secured by all property of the loan parties and contains various affirmative, negative and financial covenants that White Mountains considers to be customary for such borrowings, including a maximum consolidated total leverage ratio covenant.
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Other Operations Debt
As of September 30, 2020, debt in White Mountains’s Other Operations segment consisted of two secured credit facilities. The first credit facility has a maximum borrowing capacity of $16.3 million, which is comprised of a term loan of $11.3 million, a delayed-draw term loan of $3.0 million and a revolving credit loan commitment of $2.0 million, all with a maturity date of March 12, 2024. As of September 30, 2020, the term loans had an outstanding balance of $9.8 million and the revolving credit loan was undrawn. The second credit facility has a maximum borrowing capacity of $15.0 million, which is comprised of a term loan of $9.0 million, a delayed-draw term loan of $4.0 million and a revolving credit loan commitment of $2.0 million, all with a maturity date of July 2, 2025. As of September 30, 2020, the term loans had an outstanding balance of $9.0 million and the revolving credit loan was undrawn.
Compliance
At September 30, 2020, White Mountains was in compliance in all material respects with the covenants under all of its debt instruments.
Note 6. Income Taxes
The Company and its Bermuda domiciled subsidiaries are not subject to Bermuda income tax under current Bermuda law. In the event there is a change in the current law and taxes are imposed, the Company and its Bermuda domiciled subsidiaries would be exempt from such tax until March 31, 2035, pursuant to the Bermuda Exempted Undertakings Tax Protection Act of 1966. The Company has subsidiaries and branches that operate in various other jurisdictions around the world that are subject to tax in the jurisdictions in which they operate. The jurisdictions in which the Company’s subsidiaries and branches are subject to tax are Barbados, Ireland, Israel, Luxembourg, the United Kingdom and the United States.
In the first quarter of 2020, White Mountains adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC 740) (“ASU 2019-12”). For periods subsequent to the adoption of ASU 2019-12, White Mountains records both the tax expense related to BAM’s MSC and the related valuation allowance on such taxes through the non-controlling interest equity. Prior to the adoption of ASU 2019-12, White Mountains recorded the tax expense related to BAM’s MSC directly to non-controlling interest equity, while the valuation allowance on such taxes was recorded through the income statement.
White Mountains’s income tax expense related to pre-tax income from continuing operations for the three and nine months ended September 30, 2020 represented an effective tax rate of 30.7 % and 33.7 %. The effective tax rate was different from the U.S. statutory rate of 21.0 % due to tax expense associated with the reorganization of the Guilford Holdings, Inc. consolidated U.S. tax group (“Guilford”) in preparation for the MediaAlpha IPO and state income taxes, partially offset by income generated in jurisdictions with lower tax rates than the United States. The additional tax expense consisted of withholding taxes and the establishment of a partial valuation allowance on deferred tax assets of various service companies, other entities and investments that are included in the Other Operations segment.
White Mountains’s income tax expense related to pre-tax income from continuing operations for the three and nine months ended September 30, 2019 represented an effective tax rate of 17.2 % and 5.4 %. The effective tax rate was different from the U.S. statutory rate of 21.0 % due to income generated in jurisdictions with lower tax rates than the United States, state income taxes and a tax benefit recorded at BAM. Also, the effective tax rate for the nine months ended September 30, 2019 was different from the U.S. statutory rate of 21.0 % due to the release of a full valuation allowance on the net deferred tax assets of Guilford. Guilford includes Kudu, its investment in MediaAlpha, various service companies and certain other entities and investments that are included in the Other Operations segment. For BAM, member surplus contributions (“MSC”) and the related taxes thereon were recorded directly to non-controlling interest equity, while the valuation allowance on such taxes was recorded through the income statement. For the three and nine months ended September 30, 2019, BAM recorded a tax benefit of $3.6 million and $6.6 million associated with the valuation allowance on taxes related to MSC that is included in the effective tax rate.
In arriving at the effective tax rate for the three and nine months ended September 30, 2020 and 2019, White Mountains forecasted all income and expense items including the change in unrealized investment gains (losses) and realized investment gains (losses) for the years ending December 31, 2020 and 2019.
White Mountains records a valuation allowance against deferred tax assets if it becomes more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in income tax expense in the period of change. In determining whether or not a valuation allowance, or change therein, is warranted, White Mountains considers factors such as prior earnings history, expected future earnings, carryback and carryforward periods and strategies that if executed would result in the realization of a deferred tax asset.
With few exceptions, White Mountains is no longer subject to U.S. federal, state, or non-U.S. income tax examinations by
tax authorities for years before 2013.
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Note 7. Derivatives
NSM Interest Rate Swap
On June 15, 2018, NSM entered into an interest rate swap agreement to hedge its exposure to interest rate risk on $151.0 million of its USD denominated variable rate term loans under the NSM Bank Facility. Under the terms of the swap agreement, NSM pays a fixed rate of 2.97 % and receives a variable rate, which is reset monthly, based on the then-current USD-LIBOR. As of September 30, 2020, the variable rate received by NSM under the swap agreement was 1.00 %. Over the term of the swap, the notional amount decreases in accordance with the principal repayments NSM expects to make on its term loans. As of September 30, 2020, the interest rate, including the effect of the swap, for the outstanding term loans of $148.0 million that are hedged by the swap was 8.72 %, excluding the effect of debt issuance costs. NSM’s obligations under the swap are secured by the same collateral securing the NSM Bank Facility on a pari passu basis. NSM does not currently hold any collateral deposits from or provide any collateral deposits to the swap counterparty.
NSM evaluated the effectiveness of the swap to hedge its interest rate risk associated with its variable rate debt and concluded at the swap inception date that the swap was highly effective in hedging that risk. NSM evaluates the effectiveness of the hedging relationship on an ongoing basis.
For the three and nine months ended September 30, 2020, White Mountains recognized net interest expense of $0.6 million and $1.9 million for the periodic net settlement payments on the swap. For the three and nine months ended September 30, 2019, White Mountains recognized net interest expense of $0.3 million and $0.6 million. As of September 30, 2020 and December 31, 2019, the estimated fair value of the swap and the accrual of the periodic net settlement payments recorded in other liabilities was $8.9 million and $6.6 million. There was no ineffectiveness in the hedge for the three and nine months ended September 30, 2020 and September 30, 2019. For the three and nine months ended September 30, 2020, the $0.5 million and $(2.3 ) million change in the fair value of the swap is included within White Mountains’s accumulated other comprehensive income (loss). For the three and nine months ended September 30, 2019, the $(0.8 ) million and $(5.1 ) million change in the fair value of the swap is included within White Mountains’s accumulated other comprehensive income (loss).
NSM Interest Rate Cap
On June 4, 2020, NSM entered into an interest rate cap agreement to limit its exposure to the risk of interest rate increases on the GBP denominated term loan under the NSM Bank Facility. The notional amount of the interest rate cap is £42.5 million (approximately $52.4 million based upon the foreign exchange spot rate as of the date of the transaction) and the termination date is June 4, 2022. On August 18, 2020, NSM entered into a separate interest rate cap agreement to extend the term of the original interest rate cap agreement by one year . The second interest rate cap agreement has an effective date of June 15, 2022 and a termination date of June 15, 2023.
NSM paid total initial premiums of approximately $0.1 million for the interest rate caps. Under the terms of the interest rate cap agreements, if the current GBP-LIBOR at the measurement date exceeds 1.25 %, NSM will receive payments from the counterparty equal to the then-current GBP-LIBOR rate, less the 1.25 % cap rate. As of September 30, 2020, the GBP-LIBOR rate was 0.06 %.
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Note 8. Municipal Bond Guarantee Insurance
In 2012, HG Global was capitalized with $594.5 million from White Mountains and $14.5 million from non-controlling interests to fund the initial capitalization of BAM, a newly formed mutual municipal bond insurer. As of September 30, 2020, White Mountains owned 96.9 % of HG Global’s preferred equity and 88.4 % of its common equity. HG Global, together with its subsidiaries, provided the initial capitalization of BAM through the purchase of $503.0 million of BAM Surplus Notes. At inception, BAM and HG Re also entered into a first loss reinsurance treaty (“FLRT”). HG Re provides first loss reinsurance protection up to 15 %-of-par outstanding on each municipal bond and surety insured by BAM. For capital appreciation bonds, par is adjusted to the estimated equivalent par value for current interest paying bonds. In return, BAM cedes 60 % of the risk premium charged for insuring the municipal bond, net of a ceding commission.
HG Re’s obligations under the FLRT are limited to the assets in two collateral trusts: a Regulation 114 Trust and a supplemental collateral trust (the “Supplemental Trust” and, together with the Regulation 114 Trust, the “Collateral Trusts”). Losses required to be reimbursed under the FLRT are subject to an aggregate limit equal to the assets held in the Collateral Trusts at any point in time.
At inception, the Supplemental Trust contained the original $300.0 million of Series B Notes and $100.0 million of cash and fixed income securities. During 2017, in order to further support BAM’s long-term capital position and business prospects, HG Global agreed to contribute the original $203.0 million of Series A Notes into the Supplemental Trust. At the same time HG Global and BAM also changed the payment terms of the Series B Notes, so that payments reduce principal and accrued interest on a pro rata basis, consistent with the payment terms on the Series A Notes. The terms of the Series B Notes had previously stipulated that payments would first reduce interest owed, then reduce principal owed once all accrued interest had been paid. The New York State Department of Financial Services (“NYDFS”) approved the change during 2017. In connection with the contribution and change in payment terms of the Series B Notes, the Series A Notes were merged into the Series B Notes.
On a monthly basis, BAM deposits cash equal to ceded premiums, net of ceding commissions, due to HG Re under the FLRT directly into the Regulation 114 Trust. The Regulation 114 Trust target balance is equal to gross ceded unearned premiums and unpaid ceded loss and LAE expenses, if any. If, at the end of any quarter, the Regulation 114 Trust balance is below the target balance, funds will be withdrawn from the Supplemental Trust and deposited into the Regulation 114 Trust in an amount equal to the shortfall. If, at the end of any quarter, the Regulation 114 Trust balance is above 102 % of the target balance, funds will be withdrawn from the Regulation 114 Trust and deposited into the Supplemental Trust.
The Supplemental Trust target balance is $603.0 million, less the amount of cash and securities in the Regulation 114 Trust in excess of its target balance (the “Supplemental Trust Target Balance”). If, at the end of any quarter, the Supplemental Trust balance exceeds the Supplemental Trust Target Balance, such excess may be distributed to HG Re. The distribution will be made first as an assignment of accrued interest on the BAM Surplus Notes and second in cash and/or fixed income securities. As the BAM Surplus Notes are repaid over time, the BAM Surplus Notes will be replaced in the Supplemental Trust by cash and fixed income securities.
Effective January 1, 2014, HG Global and BAM agreed to change the interest rate on the BAM Surplus Notes for the five years ending December 31, 2018 from a fixed rate of 8.0 % to a variable rate equal to the one-year U.S. treasury rate plus 300 basis points, set annually. In 2018, BAM exercised its option to extend the variable rate period for an additional three years . The variable rate was 5.7 % for 2019 and is 4.6 % for 2020. In January 2020, HG Global and BAM agreed to amend the BAM Surplus Notes to extend the end of the variable interest rate period until December 31, 2024. At the end of the variable rate period, the interest rate will be fixed at the higher of the then current variable rate or 8.0 %. BAM is required to seek regulatory approval to pay interest and principal on the BAM Surplus Notes only to the extent that its remaining qualified statutory capital and other capital resources continue to support its outstanding obligations, its business plan and its “AA/stable” rating from Standard & Poor’s. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS.
Under GAAP, if the terms of a debt instrument are amended, unless there is greater than 10 % change in the expected discounted future cash flows of such instrument, the instrument’s carrying value does not change. White Mountains has determined that the impact of the changes to the terms of the BAM Surplus Notes on the expected discounted future cash flows was less than 10 %.
Also in January 2020, HG Global and BAM agreed to extend the initial 10 -year term of the FLRT to the end of 2022 and to enter into an excess of loss reinsurance agreement (the “XOLT”). Under the XOLT, HG Re provides last dollar protection for exposures on municipal bonds insured by BAM in excess of NYDFS single issuer limits. The XOLT is subject to an aggregate limit equal to the lesser of $75.0 million or the assets held in the Supplemental Trust at any point in time.
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In connection with the actions described in the preceding paragraphs, in January 2020, BAM made a $65.0 million special cash payment of principal and interest on the BAM Surplus Notes. Of this payment, $47.9 million was a repayment of principal held in the Supplemental Trust, $0.9 million was a payment of accrued interest held inside the Supplemental Trust and $16.2 million was a payment of accrued interest held outside the Supplemental Trust.
As of September 30, 2020 and December 31, 2019, the Collateral Trusts held assets of $813.8 million and $786.7 million, which included $409.7 million and $457.6 million of BAM Surplus Notes and $4.7 million and $7.5 million of interest receivable on the BAM Surplus Notes. As of September 30, 2020 and December 31, 2019, total interest receivable on the BAM Surplus Notes was $159.8 million and $162.7 million.
The following table presents a schedule of BAM’s insured obligations as of September 30, 2020 and December 31, 2019:
September 30, 2020 | December 31, 2019 | |||||||
Contracts outstanding | ||||||||
Remaining weighted average contract period outstanding (in years) | ||||||||
Contractual debt service outstanding (in millions): | ||||||||
Principal | $ | $ | ||||||
Interest | ||||||||
Total debt service outstanding | $ | $ | ||||||
Gross unearned insurance premiums (in millions) | $ | $ | ||||||
The following table presents a schedule of BAM’s future premium revenues as of September 30, 2020:
Millions | September 30, 2020 | |||
October 1, 2020 - December 31, 2020 | $ | |||
January 1, 2021 - March 31, 2021 | ||||
April 1, 2021 - June 30, 2021 | ||||
July 1, 2021 - September 30, 2021 | ||||
October 1, 2021 - December 31, 2021 | ||||
Total 2021 | ||||
2022 | ||||
2023 | ||||
2024 | ||||
2025 | ||||
2026 and thereafter | ||||
Total gross unearned insurance premiums | $ | |||
The following table presents a schedule of net written premiums and net earned premiums included in White Mountains’s HG Global/BAM segment for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Written premiums: | ||||||||||||||||
Direct | $ | $ | $ | $ | ||||||||||||
Assumed | ||||||||||||||||
Gross written premiums | $ | 14.4 | $ | $ | $ | |||||||||||
Earned premiums: | ||||||||||||||||
Direct | $ | $ | $ | $ | ||||||||||||
Assumed | ||||||||||||||||
Gross earned premiums | $ | $ | $ | $ | ||||||||||||
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In April 2018, BAM entered into a collateralized financial guarantee excess of loss reinsurance agreement with Fidus Re, Ltd. (“Fidus Re”), a Bermuda based special purpose insurer created solely to provide reinsurance protection to BAM. Fidus Re was capitalized by the issuance of $100.0 million of insurance linked securities. The proceeds from issuance were placed in a collateral trust supporting Fidus Re’s obligations to BAM. The insurance linked securities were issued by Fidus Re with an initial term of twelve years and are callable five years after the date of issuance.
Fidus Re reinsures 90 % of aggregate losses exceeding $165.0 million on a portion of BAM’s financial guarantee portfolio up to a total reimbursement of $100.0 million. The aggregate loss limit under the agreement is $276.1 million. The agreement is accounted for using deposit accounting and any related financing expenses are recorded in general and administrative expenses as the agreement does not meet the risk transfer requirements necessary to be accounted for as reinsurance.
In September 2019, BAM entered into facultative quota share reinsurance agreements under which it assumed a portfolio of municipal bond guarantee contracts with a par value of $1.1 billion. In the second quarter of 2020, BAM modified the facultative quota share reinsurance agreement to assume additional municipal bond guarantee contracts with a par value of $36.9 million.
Note 9. Earnings Per Share
White Mountains calculates earnings per share using the two-class method, which allocates earnings between common shares and unvested restricted common shares. Both classes of shares participate equally in dividends and earnings on a per share basis. Basic earnings per share amounts are based on the weighted average number of common shares outstanding adjusted for unvested restricted common shares.
The following table presents the Company’s computation of earnings per share from continuing operations for the three and nine months ended September 30, 2020 and 2019. See Note 17 — “Held for Sale and Discontinued Operations”.
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Basic and diluted earnings per share numerators (in millions): | ||||||||||||||||
Net income attributable to White Mountains’s common shareholders | $ | $ | $ | $ | ||||||||||||
Less: total (loss) income from discontinued operations, net of tax | ( | ) | ( | ) | ||||||||||||
Net income from continuing operations attributable to White Mountains’s common shareholders | $ | $ | $ | $ | ||||||||||||
Allocation of earnings to participating restricted common shares(1) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Basic and diluted earnings per share numerators | $ | $ | $ | $ | ||||||||||||
Basic earnings per share denominators (in thousands): | ||||||||||||||||
Total average common shares outstanding during the period | ||||||||||||||||
Average unvested restricted common shares(2) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Basic earnings per share denominator | ||||||||||||||||
Diluted earnings per share denominator (in thousands): | ||||||||||||||||
Total average common shares outstanding during the period | ||||||||||||||||
Average unvested restricted common shares(2) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Diluted earnings per share denominator | ||||||||||||||||
Basic and diluted earnings per share (in dollars) - continuing operations: | ||||||||||||||||
Distributed earnings - dividends declared and paid | $ | $ | $ | $ | ||||||||||||
Undistributed earnings | ||||||||||||||||
Basic and diluted earnings per share | $ | $ | $ | $ | ||||||||||||
(1) Restricted shares issued by White Mountains receive dividends, and therefore, are considered participating securities.
(2) Restricted shares outstanding vest either in equal annual installments or upon a stated date. See Note 10 — “Employee Share-Based Incentive Compensation Plans”.
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The following table presents the undistributed net earnings (losses) from continuing operations for the three and nine months ended September 30, 2020 and 2019. See Note 17 — “Held for Sale and Discontinued Operations”.
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Undistributed net earnings - continuing operations: | ||||||||||||||||
Net income attributable to White Mountains’s common shareholders, net of restricted common share amounts | $ | $ | $ | $ | ||||||||||||
Dividends declared, net of restricted common share amounts (1) | ( | ) | ( | ) | ||||||||||||
Total undistributed net earnings, net of restricted common share amounts | $ | $ | $ | $ | ||||||||||||
(1) Restricted shares issued by White Mountains receive dividends, and are therefore considered participating securities.
Note 10. Employee Share-Based Incentive Compensation Plans
White Mountains’s Long-Term Incentive Plan (the “WTM Incentive Plan”) provides for grants of various types of share-based and non-share-based incentive awards to key employees of White Mountains. As of September 30, 2020, White Mountains’s share-based compensation incentive awards consist of performance shares and restricted shares.
Performance Shares
Performance shares are designed to reward employees for meeting company-wide performance targets. Performance shares are conditional grants of a specified maximum number of common shares or an equivalent amount of cash. Awards generally vest at the end of a three-year service period, are subject to the attainment of pre-specified performance goals, and are valued based on the market value of common shares at the time awards are paid. Performance shares earned under the WTM Incentive Plan are typically paid in cash but may be paid in common shares. Compensation expense is recognized for the vested portion of the awards over the related service periods. The level of payout ranges from zero to two times the number of shares initially granted, depending on White Mountains’s financial performance. Performance shares become payable at the conclusion of a performance cycle (typically 3 years) if pre-defined financial targets are met. The performance measures used for determining performance share payouts are growth in White Mountains’s adjusted book value per share and intrinsic value per share. Intrinsic value per share is generally calculated by adjusting adjusted book value per share for differences between the adjusted book value of certain assets and liabilities and White Mountains’s estimate of their underlying intrinsic values.
The following table presents the performance share activity for the three and nine months ended September 30, 2020 and 2019 for performance shares granted under the WTM Incentive Plan:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||||
Millions, except share amounts | Target Performance Shares Outstanding | Accrued Expense | Target Performance Shares Outstanding | Accrued Expense | Target Performance Shares Outstanding | Accrued Expense | Target Performance Shares Outstanding | Accrued Expense | ||||||||||||||||||||
Beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||||
Shares paid (1) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
New grants | — | — | — | — | ||||||||||||||||||||||||
Forfeitures and cancellations(2) | ( | ) | ( | ) | ||||||||||||||||||||||||
Expense recognized | — | — | — | — | ||||||||||||||||||||||||
End of period | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) WTM performance share payments in 2020 for the 2017-2019 performance cycle, which were paid in cash in March 2020, ranged from 174 % to 180 % of target. WTM performance share payments in 2019 for the 2016-2018 performance cycle, which were paid in cash in March 2019, ranged from 139 % to 166 % of target.
(2) Amounts include changes in assumed forfeitures, as required under GAAP.
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During the nine months ended September 30, 2020, White Mountains granted 14,055 performance shares for the 2020-2022 performance cycle. During the nine months ended September 30, 2019, White Mountains granted 15,600 performance shares for the 2019-2021 performance cycle.
For performance shares earned in the 2017-2019 and 2016-2018 performance cycles, all performance shares earned were settled in cash. If all the outstanding WTM performance shares had vested on September 30, 2020, the total additional compensation cost to be recognized would have been $19.4 million, based on accrual factors (common share price and payout assumptions) as of September 30, 2020.
The following table presents performance shares outstanding and accrued expense for performance shares awarded under the WTM Incentive Plan as of September 30, 2020 for each performance cycle:
Nine Months Ended September 30, 2020 | |||||||
Millions, except share amounts | Target Performance Shares Outstanding | Accrued Expense | |||||
Performance cycle: | |||||||
2018 – 2020 | $ | ||||||
2019 – 2021 | |||||||
2020 – 2022 | |||||||
Sub-total | |||||||
Assumed forfeitures | ( | ) | ( | ) | |||
September 30, 2020 | $ | ||||||
Restricted Shares
Restricted shares are grants of a specified number of common shares that generally vest at the end of a three-year service period. The following table presents the unrecognized compensation cost associated with the outstanding restricted share awards for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||||
Millions, except share amounts | Restricted Shares | Unamortized Issue Date Fair Value | Restricted Shares | Unamortized Issue Date Fair Value | Restricted Shares | Unamortized Issue Date Fair Value | Restricted Shares | Unamortized Issue Date Fair Value | ||||||||||||||||||||
Non-vested, | ||||||||||||||||||||||||||||
Beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||||
Issued | ||||||||||||||||||||||||||||
Vested | — | — | ( | ) | — | ( | ) | — | ||||||||||||||||||||
Forfeited | ||||||||||||||||||||||||||||
Expense recognized | — | ( | ) | — | ( | ) | — | ( | ) | — | ( | ) | ||||||||||||||||
End of period | $ | $ | $ | $ | ||||||||||||||||||||||||
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Note 11. Leases
White Mountains has entered into lease agreements, primarily for office space. These leases are classified as operating leases, with lease expense recognized on a straight-line basis over the term of the lease. Lease incentives, such as free rent or landlord reimbursements for leasehold improvements, are recognized at lease inception and amortized on a straight-line basis over the term of the lease. Lease expense and the amortization of leasehold improvements are recognized within general and administrative expenses. Lease payments related to options to extend or renew the lease term are excluded from the calculation of lease liabilities unless White Mountains is reasonably certain of exercising those options.
On January 1, 2019, White Mountains adopted ASU 2016-02, Leases (ASC 842). See Note 1 — “Basis of Presentation and Significant Accounting Policies” — Basis of Presentation and Significant Accounting Policies. Prior to adoption of ASU 2016-02, White Mountains recognized lease expense for operating leases on a straight-line basis, but did not recognize lease assets or liabilities on its consolidated balance sheet. Upon adoption on January 1, 2019, White Mountains recognized lease right-of-use (“ROU”) assets of $23.2 million and lease liabilities of $23.2 million, within other assets and liabilities. As of September 30, 2020 and December 31, 2019, the ROU asset was $38.3 million and $22.6 million and lease liabilities were $39.1 million and $22.8 million.
The following table summarizes net lease expense recognized in White Mountains’s consolidated statement of operations for the three and nine months ended September 30, 2020 and 2019:
Millions | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
Lease Cost | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Lease cost | $ | $ | $ | $ | ||||||||||||
Less: sublease income | ||||||||||||||||
Net lease cost | $ | $ | $ | $ | ||||||||||||
The following table presents the contractual maturities of the lease liabilities associated with White Mountains’s operating lease agreements as of September 30, 2020:
Millions | As of September 30, 2020 | |||
Remainder of 2020 | $ | |||
2021 | ||||
2022 | ||||
2023 | ||||
2024 | ||||
Thereafter | ||||
Total undiscounted lease payments | ||||
Less: present value adjustment | ||||
Operating lease liability | $ | |||
37
The following tables present lease related assets and liabilities by reportable segment as of September 30, 2020 and December 31, 2019:
As of September 30, 2020 | ||||||||||||||||||||||
Millions | HG/BAM | NSM | Kudu | Other Operations | Total | Weighted Average Incremental Borrowing Rate (1) | ||||||||||||||||
ROU lease asset | $ | $ | $ | $ | $ | |||||||||||||||||
Lease liability | $ | $ | $ | $ | $ | |||||||||||||||||
(1) The present value of the remaining lease payments was determined by discounting the lease payments using the incremental borrowing rate.
As of December 31, 2019 | ||||||||||||||||||||||
Millions | HG/BAM | NSM | Kudu | Other Operations | Total | Weighted Average Incremental Borrowing Rate (1) | ||||||||||||||||
ROU lease asset | $ | $ | $ | $ | $ | |||||||||||||||||
Lease liability | $ | $ | $ | $ | $ | |||||||||||||||||
(1) The present value of the remaining lease payments was determined by discounting the lease payments using the incremental borrowing rate.
Note 12. Non-controlling Interests
Non-controlling interests consist of the ownership interests of non-controlling shareholders in consolidated entities and are presented separately on the balance sheet.
The following table presents the balance of non-controlling interests included in White Mountains’s total equity and the related percentage of each consolidated entity’s total equity owned by non-controlling shareholders as of September 30, 2020 and December 31, 2019:
September 30, 2020 | December 31, 2019 | |||||||||||||
$ in Millions | Non-controlling Percentage | Non-controlling Equity | Non-controlling Percentage | Non-controlling Equity | ||||||||||
Non-controlling interests, excluding BAM | ||||||||||||||
HG Global | % | $ | % | $ | ||||||||||
NSM | % | % | ||||||||||||
Kudu | % | % | ||||||||||||
Other | various | ( | ) | various | ( | ) | ||||||||
Total, excluding BAM | ||||||||||||||
BAM | % | ( | ) | % | ( | ) | ||||||||
Total non-controlling interests | $ | ( | ) | $ | ( | ) | ||||||||
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Note 13. Segment Information
As of September 30, 2020, White Mountains conducted its operations through four segments: (1) HG Global/BAM, (2) NSM, (3) Kudu and (4) Other Operations. In addition, MediaAlpha was consolidated as a reportable segment until the date of the MediaAlpha Transaction.
As a result of the Kudu Transaction, White Mountains began consolidating Kudu in its financial statements in the second quarter of 2019. See Note 2 — “Significant Transactions”.
As a result of the MediaAlpha Transaction, White Mountains no longer consolidated MediaAlpha, and consequently it was no longer a reportable segment. White Mountains’s segment disclosures for the three months ended March 31, 2019 include MediaAlpha’s results of operations for the period from January 1, 2019 to February 26, 2019, the date of the MediaAlpha Transaction. See Note 2 — “Significant Transactions”.
White Mountains has made its segment determination based on consideration of the following criteria: (i) the nature of the business activities of each of the Company’s subsidiaries and affiliates, (ii) the manner in which the Company’s subsidiaries and affiliates are organized, (iii) the existence of primary managers responsible for specific subsidiaries and affiliates, and (iv) the organization of information provided to the chief operating decision makers and the Board of Directors.
Significant intercompany transactions among White Mountains’s segments have been eliminated herein. The following tables present the financial information for White Mountains’s segments for the three and nine months ended September 30, 2020 and 2019:
Millions | HG Global/ BAM | NSM | Kudu | Other Operations | Total | |||||||||||||||
Three Months Ended September 30, 2020 | ||||||||||||||||||||
Earned insurance premiums | $ | $ | $ | $ | $ | |||||||||||||||
Net investment income | ||||||||||||||||||||
Net realized and unrealized investment gains | ||||||||||||||||||||
Advertising and commission revenues | ||||||||||||||||||||
Other revenue | ||||||||||||||||||||
Total revenues | ||||||||||||||||||||
Insurance acquisition expenses | ||||||||||||||||||||
Other underwriting expenses | ||||||||||||||||||||
Cost of sales | ||||||||||||||||||||
General and administrative expenses | ||||||||||||||||||||
Broker commission expense | ||||||||||||||||||||
Change in fair value of contingent consideration earnout liabilities | ||||||||||||||||||||
Amortization of other intangible assets | ||||||||||||||||||||
Interest expense | ||||||||||||||||||||
Total expenses | ||||||||||||||||||||
Pre-tax (loss) income | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||
39
Millions | HG Global/ BAM | NSM | Kudu | Other Operations | Total | |||||||||||||||
Nine Months Ended September 30, 2020 | ||||||||||||||||||||
Earned insurance premiums | $ | $ | $ | $ | $ | |||||||||||||||
Net investment income | ||||||||||||||||||||
Net realized and unrealized investment gains | ||||||||||||||||||||
Advertising and commission revenues | ||||||||||||||||||||
Other revenue | ||||||||||||||||||||
Total revenues | ||||||||||||||||||||
Insurance acquisition expenses | ||||||||||||||||||||
Other underwriting expenses | ||||||||||||||||||||
Cost of sales | ||||||||||||||||||||
General and administrative expenses | ||||||||||||||||||||
Broker commission expense | ||||||||||||||||||||
Change in fair value of contingent consideration earnout liabilities | ( | ) | ( | ) | ||||||||||||||||
Amortization of other intangible assets | ||||||||||||||||||||
Interest expense | ||||||||||||||||||||
Total expenses | ||||||||||||||||||||
Pre-tax income (loss) | $ | $ | ( | ) | $ | $ | $ | |||||||||||||
Millions | HG Global/BAM | NSM | Kudu | Other Operations | Total | |||||||||||||||
Three Months Ended September 30, 2019 | ||||||||||||||||||||
Earned insurance premiums | $ | $ | $ | $ | $ | |||||||||||||||
Net investment income | ||||||||||||||||||||
Net realized and unrealized investment gains | ||||||||||||||||||||
Advertising and commission revenues | ||||||||||||||||||||
Other revenue | ||||||||||||||||||||
Total revenues | ||||||||||||||||||||
Insurance acquisition expenses | ||||||||||||||||||||
Other underwriting expenses | ||||||||||||||||||||
Cost of sales | ||||||||||||||||||||
General and administrative expenses | ||||||||||||||||||||
Broker commission expense | ||||||||||||||||||||
Change in fair value of contingent consideration earnout liabilities | ( | ) | ( | ) | ||||||||||||||||
Amortization of other intangible assets | ||||||||||||||||||||
Interest expense | ||||||||||||||||||||
Total expenses | ||||||||||||||||||||
Pre-tax income | $ | $ | $ | $ | $ | |||||||||||||||
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Millions | HG Global/ BAM | NSM | Kudu (1) | MediaAlpha (2) | Other Operations | Total | ||||||||||||||||||
Nine Months Ended September 30, 2019 | ||||||||||||||||||||||||
Earned insurance premiums | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Net investment income | ||||||||||||||||||||||||
Net realized and unrealized investment gains | ||||||||||||||||||||||||
Realized gain and unrealized investment gain from the MediaAlpha Transaction | ||||||||||||||||||||||||
Advertising and commission revenues | ||||||||||||||||||||||||
Other revenue | ||||||||||||||||||||||||
Total revenues | ||||||||||||||||||||||||
Insurance acquisition expenses | ||||||||||||||||||||||||
Other underwriting expenses | ||||||||||||||||||||||||
Cost of sales | ||||||||||||||||||||||||
General and administrative expenses | ||||||||||||||||||||||||
Broker commission expense | ||||||||||||||||||||||||
Change in fair value of contingent consideration earnout liabilities | ||||||||||||||||||||||||
Amortization of other intangible assets | ||||||||||||||||||||||||
Interest expense | — | |||||||||||||||||||||||
Total expenses | ||||||||||||||||||||||||
Pre-tax income (loss) | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
(1) Kudu's results are from April 4, 2019, the date White Mountains began consolidating Kudu, to September 30, 2019.
(2) MediaAlpha’s results are from January 1, 2019 to February 26, 2019, the date of the MediaAlpha Transaction.
In compliance with ASC 606, Revenues from Contracts with Customers, the following tables present White Mountains’s total revenues by revenue source for the three months ended September 30, 2020 and 2019:
Millions | HG Global/BAM | NSM | Kudu | Other Operations | Total | |||||||||||||||
Three Months Ended September 30, 2020 | ||||||||||||||||||||
Commission and other revenue | ||||||||||||||||||||
Specialty Transportation | $ | $ | $ | $ | $ | |||||||||||||||
Real Estate | ||||||||||||||||||||
Social Services | ||||||||||||||||||||
Pet | ||||||||||||||||||||
United Kingdom | ||||||||||||||||||||
Other | ||||||||||||||||||||
Total commission and other revenue | ||||||||||||||||||||
Product revenues | ||||||||||||||||||||
Revenues from contracts with customers | ||||||||||||||||||||
Other revenues (1) | ||||||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | |||||||||||||||
(1) | Other revenues consist of premiums, investment income, investment gains and losses and other revenues outside the scope of ASC 606, Revenues from Contracts with Customers. |
41
Millions | HG Global/BAM | NSM | Kudu | Other Operations | Total | |||||||||||||||
Nine Months Ended September 30, 2020 | ||||||||||||||||||||
Commission and other revenue | ||||||||||||||||||||
Specialty Transportation | $ | $ | $ | $ | $ | |||||||||||||||
Real Estate | ||||||||||||||||||||
Social Services | ||||||||||||||||||||
Pet | ||||||||||||||||||||
United Kingdom (2) | ||||||||||||||||||||
Other | ||||||||||||||||||||
Total commission and other revenue | ||||||||||||||||||||
Product revenues | ||||||||||||||||||||
Revenues from contracts with customers | ||||||||||||||||||||
Other revenues (1) | ||||||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | |||||||||||||||
(1) Other revenues consist of premiums, investment income, investment gains and losses and other revenues outside the scope of ASC 606, Revenues from Contracts with Customers.
(2) Includes the results of Kingsbridge from April 7, 2020, the date of the Kingsbridge transaction.
Millions | HG Global/BAM | NSM | Kudu | Other Operations | Total | |||||||||||||||
Three Months Ended September 30, 2019 | ||||||||||||||||||||
Commission and other revenue | ||||||||||||||||||||
Specialty Transportation | $ | $ | $ | $ | $ | |||||||||||||||
Real Estate | ||||||||||||||||||||
Social Services | ||||||||||||||||||||
Pet | ||||||||||||||||||||
United Kingdom | ||||||||||||||||||||
Other | ||||||||||||||||||||
Total commission and other revenue | ||||||||||||||||||||
Products | ||||||||||||||||||||
Total revenues from contracts with customers | ||||||||||||||||||||
Other revenues (1) | ||||||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | |||||||||||||||
(1) | Other revenues consist of premiums, investment income, investment gains and losses and other revenues outside the scope of ASC 606, Revenues from Contracts with Customers. |
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Millions | HG Global/BAM | NSM | Kudu | MediaAlpha | Other Operations | Total | ||||||||||||||||||
Nine Months Ended September 30, 2019 | ||||||||||||||||||||||||
Commission and other revenue | ||||||||||||||||||||||||
Specialty Transportation | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Real Estate | ||||||||||||||||||||||||
Social Services | ||||||||||||||||||||||||
Pet | ||||||||||||||||||||||||
United Kingdom | ||||||||||||||||||||||||
Other | ||||||||||||||||||||||||
Total commission and other revenue | ||||||||||||||||||||||||
Advertising revenues | ||||||||||||||||||||||||
Revenues from contracts with customers | ||||||||||||||||||||||||
Products | ||||||||||||||||||||||||
Total revenues from contracts with customers | ||||||||||||||||||||||||
Other revenues (1) | ||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
(1) | Other revenues consist of premiums, investment income, investment gains and losses and other revenues outside the scope of ASC 606, Revenues from Contracts with Customers. |
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Note 14. Equity-Method Eligible Investments
White Mountains’s equity method eligible investments include certain unconsolidated entities, Kudu’s Participation Contracts, private equity funds and hedge funds in which White Mountains has the ability to exert significant influence over the investee’s operating and financial policies.
The following table presents the carrying values of White Mountains’s equity method eligible investments recorded within other long-term investments as of September 30, 2020 and December 31, 2019:
Millions | September 30, 2020 | December 31, 2019 | ||||||
Equity method eligible investments, at fair value | $ | $ | ||||||
Other, at fair value (1) | ||||||||
Total other long-term investments | $ | $ | ||||||
(1) Consists of other long-term investments that are not equity method eligible.
The following table presents White Mountains’s significant equity method eligible investments as of September 30, 2020 and December 31, 2019:
Basic Ownership Interest | ||||||
Investee | September 30, 2020 | December 31, 2019 | Instrument Held | |||
PassportCard/DavidShield (1) | Common shares | |||||
MediaAlpha | Units | |||||
durchblicker | Common shares | |||||
Elementum | Limited partnership interest | |||||
Tuckerman Capital Funds | 14.5 - 62.2% | 17.5 - 62.4% | Limited and general partnership interests | |||
Enlightenment Capital Funds | 9.6 - 66.7% | 10.0 - 38.4% | Limited and general partnership interests | |||
JAM Partners L.P. | Limited partnership interest | |||||
Kudu Participation Contracts | 3.2 - 35.0% | 3.2 - 30.0% | Revenue and earnings participation contracts | |||
(1) During the nine months ending September 30, 2020, White Mountains made an additional $15 million investment in PassportCard/DavidShield. See Note 2 — “Significant Transactions”.
As a result of the MediaAlpha Transaction, White Mountains reduced its ownership interest of the basic units outstanding of MediaAlpha from 61.0 % to 48.3 % (58.9 % to 42.0 % on a fully diluted, fully converted basis). White Mountains’s remaining ownership interest in MediaAlpha no longer meets the criteria for a controlling ownership interest and, accordingly, White Mountains deconsolidated MediaAlpha as of February 26, 2019. Upon deconsolidation, White Mountains’s investment in MediaAlpha met the criteria to be accounted for under the equity method or under the fair value option. White Mountains elected the fair value option and the investment in MediaAlpha was initially measured at its estimated fair value of $114.7 million as of March 31, 2019, with the change in fair value of $114.7 million recognized as an unrealized investment gain. For the three and nine months ended September 30, 2019, White Mountains recognized $35.3 million and $150.0 million in unrealized investment gains associated with its investment in MediaAlpha including changes in the fair value of White Mountains’s investment in MediaAlpha subsequent to the MediaAlpha Transaction. For the three and nine months ended September 30, 2020, White Mountains recognized $250.0 million and $295.0 million in unrealized investment gains associated with its investment in MediaAlpha.
On October 30, 2020, MediaAlpha completed an initial public offering. As a result, the valuation of White Mountains’s investment in MediaAlpha will be based on the market value of MediaAlpha’s common stock in periods subsequent to the IPO. See Note 18 — “Subsequent Events”.
White Mountains’s consolidated statement of comprehensive income and its segment disclosures include MediaAlpha’s results of operations for the period from January 1, 2019 through February 26, 2019. See Note 2 — “Significant Transactions”. For the period from February 26, 2019 to September 30, 2019, MediaAlpha was considered a significant subsidiary. For the period from February 26, 2019 to September 30, 2019, MediaAlpha’s total revenues, total expenses, and net income were $233.1 million, $220.6 million, and $12.5 million.
44
The following tables present summarized financial information for MediaAlpha which is considered a significant subsidiary for the nine months ending September 30, 2020:
Millions | September 30, 2020 | December 31, 2019 | ||||||
Balance sheet data: | ||||||||
Total assets | $ | $ | ||||||
Total liabilities | $ | $ | ||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Income statement data: | ||||||||||||||||
Total revenues | $ | $ | $ | $ | ||||||||||||
Total expenses | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Net income | $ | $ | $ | $ | ||||||||||||
Note 15. Fair Value of Financial Instruments
White Mountains records its financial instruments at fair value with the exception of debt obligations, which are recorded as debt at face value less unamortized original issue discount.
The following table presents the fair value and carrying value of this financial instrument as of September 30, 2020 and December 31, 2019:
September 30, 2020 | December 31, 2019 | |||||||||||||||
Millions | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||
NSM Bank Facility | $ | $ | $ | $ | ||||||||||||
Other NSM debt | $ | $ | $ | $ | ||||||||||||
Kudu Bank Facility | $ | $ | $ | (1) | $ | |||||||||||
Other Operations debt | $ | $ | $ | $ | ||||||||||||
(1) White Mountains measured the fair value of the Kudu Bank Facility debt at the carrying value as a result of the debt being acquired on December 23, 2019. See Note 5 — “Debt”.
45
Note 16. Commitments and Contingencies
Legal Contingencies
White Mountains is subject to litigation and arbitration in the normal course of business. White Mountains considers the requirements of ASC 450 when evaluating its exposure to litigation and arbitration. ASC 450 requires that accruals be established for litigation and arbitration if it is probable that a loss has been incurred and it can be reasonably estimated. ASC 450 also requires that litigation and arbitration be disclosed if it is probable that a loss has been incurred or if there is a reasonable possibility that a loss may have been incurred. White Mountains does not have any current litigation that may have a material adverse effect on White Mountains’s financial condition, results of operations or cash flows.
The following description presents significant legal contingencies, ongoing non-claims related litigation or arbitration as of September 30, 2020:
Esurance
On October 7, 2011, the Company completed the sale of its Esurance Holdings, Inc. and its subsidiaries and Answer Financial Inc. and its subsidiaries (collectively, “Esurance”) to The Allstate Corporation (“Allstate”) pursuant to a Stock Purchase Agreement dated as of May 17, 2011. Subject to specified thresholds and limits, the Company remains contingently liable to Allstate for specified matters related to the pre-closing period, including (a) losses of Esurance arising from extra-contractual claims and claims in excess of policy limits, (b) certain corporate reorganizations effected to remove entities from Esurance that were not being sold in the transaction, and (c) certain tax matters, including certain net operating losses being less than stated levels.
Sirius Group Tax Contingency
A subsidiary of Sirius International Insurance Group, Ltd. (“Sirius Group”), which was sold by White Mountains in 2016, has been denied interest deductions by the Swedish Tax Authority (“STA”) for tax years 2013-2016. In October 2018, the Swedish Administrative Court ruled against Sirius Group on its appeal of the Swedish Tax Agency’s denial of certain interest deductions relating to periods prior to the sale of Sirius Group to CM International Holding PTE Ltd, the Singapore-based investment arm of China Minsheng Investment Corp., Ltd. In connection with the sale, White Mountains indemnified Sirius Group against the loss of certain tax attributes, including those related to these interest deductions. As of September 30, 2020 and December 31, 2019, White Mountains reported a liability of $17.2 million and $16.5 million, reflecting the value of these interest deductions. For both the three and nine months ended September 30, 2020, the change in the liability of $0.7 million was related to foreign currency translation and included within net loss on sale of discontinued operations. For the three and nine months ended September 30, 2019, the decrease in the liability of $0.9 million and $1.6 million was related to foreign currency translation and included within net gain on sale of discontinued operations. Sirius Group has appealed the decision to the Swedish Administrative Court of Appeal.
Note 17. Held for Sale and Discontinued Operations
Sirius Group
As of September 30, 2020 and December 31, 2019, White Mountains recorded a liability of $17.2 million and $16.5 million, related to the Sirius Group tax contingency. For both the three and nine months ended September 30, 2020, the change in the liability of $0.7 million was related to foreign currency translation and included within net loss on sale of discontinued operations. For the three and nine months ended September 30, 2019, the decrease change in the liability of $0.9 million and $1.6 million was related to foreign currency translation and included within net gain on sale of discontinued operations. See Note 16 — “Commitments and Contingencies”.
Other
As of December 31, 2017, White Mountains has classified its Guilford, Connecticut property, which consists of an office building and adjacent land, as held for sale. On August 20, 2020, the office building was sold for $2.3 million. For both the three and nine months ended September 30, 2020, White Mountains recognized $0.1 million of realized loss on the sale of the office building. As of September 30, 2020, the adjacent land has been measured at its estimated fair value, net of costs of disposal, of $0.7 million. As of December 31, 2019, the property was measured at its estimated fair value, net of costs of disposal, of $3.0 million.
46
Earnings Per Share from Discontinued Operations
White Mountains calculates earnings per share using the two-class method, which allocates earnings between common and unvested restricted common shares. Both classes of shares participate equally in earnings on a per share basis. Basic earnings per share amounts are based on the weighted average number of common shares outstanding adjusted for unvested restricted common shares. Diluted earnings per share amounts are also impacted by the net effect of potentially dilutive common shares outstanding. The following table presents the Company’s computation of earnings per share for discontinued operations for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Basic and diluted earnings per share numerators (in millions): | ||||||||||||||||
Net income attributable to White Mountains’s common shareholders | $ | $ | $ | $ | ||||||||||||
Less: total income from continuing operations, net of tax | ||||||||||||||||
Net (loss) income from discontinued operations attributable to White Mountains’s common shareholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Allocation of earnings to participating restricted common shares (1) | ||||||||||||||||
Basic and diluted (losses) earnings per share numerators (2) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Basic earnings per share denominators (in thousands): | ||||||||||||||||
Total average common shares outstanding during the period | ||||||||||||||||
Average unvested restricted common shares (3) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Basic earnings per share denominator | ||||||||||||||||
Diluted earnings per share denominator (in thousands): | ||||||||||||||||
Total average common shares outstanding during the period | ||||||||||||||||
Average unvested restricted common shares (3) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Diluted earnings per share denominator | ||||||||||||||||
Basic and diluted (losses) earnings per share (in dollars) - discontinued operations: | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
(1) Restricted shares issued by White Mountains contain dividend participation features, and therefore, are considered participating securities.
(2) Net earnings attributable to White Mountains’s common shareholders, net of restricted share amounts, is equal to undistributed earnings for the three and nine months ended September 30, 2020 and 2019.
(3) Restricted common shares outstanding vest either in equal annual installments or upon a stated date. See Note 10 — “Employee Share-Based Incentive Compensation Plans”.
Note 18. Subsequent Events
MediaAlpha IPO
On October 30, 2020, MediaAlpha completed an initial public offering. At the IPO price of $19.00 per share, MediaAlpha had an equity market capitalization of approximately $1.2 billion and an enterprise valuation of approximately $1.4 billion. In the offering, White Mountains sold 3,609,894 shares and received total proceeds of $63.8 million. Following the completion of the MediaAlpha IPO, White Mountains owns 20,532,202 MediaAlpha shares, representing a 32.3 % fully-diluted ownership interest. At the IPO price of $19.00 per share, the value of White Mountains’s remaining investment in MediaAlpha was $390.1 million. At the October month-end closing price of $33.83 per share, the value of White Mountains’s investment in MediaAlpha was $694.6 million.
47
Agreement to Acquire Ark Insurance
On October 1, 2020, White Mountains entered into a subscription and purchase agreement (the “Ark SPA”) with Ark Insurance Holdings Limited (“Ark”) and certain selling shareholders (collectively with Ark, the “Ark Sellers”). Certain Ark Sellers also entered into a related management warranty deed (together with the Ark SPA, the “Ark Acquisition Agreement”) pursuant to which they made certain warranties about the Ark business. Ark manages the underwriting of syndicates 4020 and 3902 at Lloyd's, which underwrite a diversified and balanced portfolio of reinsurance and insurance, including property, accident & health, energy, marine and political risks.
Under the terms of the Ark Acquisition Agreement, White Mountains will contribute $605.4 million of equity capital to Ark, at a pre money valuation of $300.0 million, and will also purchase $40.9 million of shares from the selling shareholders. White Mountains will also commit to contribute up to an additional $200.0 million of equity capital to Ark in 2021 (collectively, the “Ark Transaction”). Total post-closing capitalization of Ark is expected to exceed $800.0 million ($1.0 billion if the additional $200.0 million is contributed). At closing, White Mountains will own 72.0 % of Ark on a basic shares outstanding basis (63.0 % on a fully-diluted, fully-converted basis, taking account of management’s equity incentives). If the additional $200.0 million is contributed in full, White Mountains will own 77.1 % of Ark on a basic shares outstanding basis (67.5 % on a fully-diluted, fully-converted basis). Management’s equity incentives are subject to an 8 % rate of return threshold with no catch-up. All shares outstanding not owned by White Mountains will be owned by management rollover shareholders.
In the future, management rollover shareholders could earn additional shares in the company if and to the extent that White Mountains achieves certain multiple of invested capital return thresholds. These additional shares are generally eligible to vest in three equal tranches at multiple on invested capital (“MOIC”) thresholds of 2.0 x, 2.5 x and 3.0 x. If fully earned, these additional shares would represent 12.5 % of the shares outstanding at closing.
The Ark Transaction is expected to close in January 2021. The Ark Transaction is subject to the receipt of regulatory approvals, receipt by Ark’s Bermuda reinsurer of an indicative rating letter from A.M. Best indicating a rating of “A-” or higher, receipt by Ark of $150.0 million of letters of credit, the non-occurrence of a material adverse effect and other customary closing conditions.
On October 26, 2020, A.M. Best assigned Ark a preliminary credit assessment of “A”. On November 3, 2020, Ark received a commitment for $150.0 million of letters of credit. If all closing conditions are satisfied before December 15, 2020, White Mountains has committed to pre-fund up to $400.0 million of its capital contribution at that time, with the closing then occurring on January 1, 2021.
COVID-19
On January 30, 2020, the spread of novel coronavirus (“COVID-19”) was declared a Public Health Emergency of International Concern by the World Health Organization. Subsequently, on March 11, 2020, the WHO characterized the COVID-19 outbreak as a pandemic. White Mountains continues to monitor the impact of the COVID-19 pandemic but, as the pandemic is ongoing, White Mountains cannot determine the ultimate impact it may have on the global financial markets, the overall economy and on White Mountains’s businesses, results of operations and financial condition.
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion contains “forward-looking statements”. White Mountains intends statements that are not historical in nature, which are hereby identified as forward-looking statements, to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. White Mountains cannot promise that its expectations in such forward-looking statements will turn out to be correct. White Mountains’s actual results could be materially different from and worse than its expectations. See “FORWARD-LOOKING STATEMENTS” on page 86 for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements.
The following discussion also includes eleven non-GAAP financial measures: (i) adjusted book value per share, (ii) book value per share and adjusted book value per share that reflect (1) the effect of revaluing White Mountains’s investment in MediaAlpha as of September 30, 2020 using the IPO price of $19.00 per share and the reversal of a $124 million deferred tax liability (“DTL”) resulting from a related internal reorganization completed in advance of the MediaAlpha IPO in October, and (2) the effect of further revaluing White Mountains’s investment in MediaAlpha as of September 30, 2020 to the October month-end closing price of $33.83 per share, (iii) BAM’s gross written premiums and member surplus contributions (“MSC”) from new business, (iv) NSM’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), (v) NSM’s adjusted EBITDA, (vi) Kudu’s EBITDA, (vii) Kudu’s adjusted EBITDA, (viii) total consolidated portfolio return excluding MediaAlpha, (ix) total common equity securities and other long-term investments return excluding MediaAlpha, (x) other long-term investments return excluding MediaAlpha, and (xi) total adjusted capital that have been reconciled from their most comparable GAAP financial measures on page 78. White Mountains believes these measures to be useful in evaluating White Mountains’s financial performance and condition.
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019
Overview
White Mountains reported book value per share of $1,099 and adjusted book value per share of $1,101 as of September 30, 2020. Book value per share and adjusted book value per share both increased 8% in the third quarter of 2020. For the first nine months of 2020, book value per share increased 7% and adjusted book value per share increased 8%, including dividends.
Marking the value of White Mountains’s investment in MediaAlpha to its initial public offering (the “MediaAlpha IPO”) price of $19.00 per share and giving effect to a related internal reorganization in October, which resulted in the release of a $124 million deferred tax liability, book value per share would have been $1,132 and adjusted book value per share would have been $1,135 as of September 30, 2020.
Subsequent to the MediaAlpha IPO, each $1.00 per share increase or decrease in the stock price of MediaAlpha will result in an approximate $7 per share increase or decrease in White Mountains’s book value per share and adjusted book value per share. For example, further marking the value of White Mountains’s investment in MediaAlpha to its October month-end closing price of $33.83 per share, book value per share would have been $1,230 and adjusted book value per share would have been $1,233 as of September 30, 2020.
Comprehensive income attributable to common shareholders was $237 million and $220 million in the third quarter and first nine months of 2020, compared to comprehensive income attributable to common shareholders of $46 million and $348 million in the third quarter and first nine months of 2019. Results in the third quarter and first nine months of 2020 included $305 million and $355 million of net investment income and unrealized investment gains from White Mountains’s investment in MediaAlpha. Results in the third quarter and first nine months of 2019 included $37 million and $222 million of net investment income, realized gains and unrealized investment gains from White Mountains’s investment in MediaAlpha, $182 million of which was from MediaAlpha’s sale of a significant minority stake to Insignia Capital Group on February 26, 2019 (the “MediaAlpha Transaction”).
On October 30, 2020, MediaAlpha completed the MediaAlpha IPO. At the IPO price of $19 per share, MediaAlpha had an equity market capitalization of approximately $1.2 billion and an enterprise valuation of approximately $1.4 billion. In the offering, White Mountains sold 3,609,894 shares and received total proceeds of $64 million. Following the completion of the MediaAlpha IPO, White Mountains owns 20,532,202 MediaAlpha shares, representing a 32% fully-diluted ownership interest. At the IPO price of $19.00 per share, the value of White Mountains’s remaining investment in MediaAlpha was $390 million. At the October month-end closing price of $33.83 per share, the value of White Mountains’s remaining investment in MediaAlpha was $695 million.
White Mountains’s reported book value per share and adjusted book value per share may be subject to greater volatility in the future, as the valuation of its investment in MediaAlpha based on the market value of MediaAlpha’s common stock could be more volatile than the valuation of its investment in MediaAlpha based on the private discounted cash flow model used in White Mountains’s financial statements in periods prior to the MediaAlpha IPO.
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During the third quarter of 2020, MediaAlpha secured $210 million of new third-party debt financing and used a portion of the proceeds to effect a dividend recapitalization. White Mountains received $55 million of net proceeds and recorded $55 million of net investment income related to the dividend recapitalization. Also during the third quarter of 2020, White Mountains increased the fair value of its investment in MediaAlpha by $250 million to $475 million. The increase was driven primarily by continued strong operating results, an improved outlook for the MediaAlpha business going forward and expectations for the MediaAlpha IPO.
Gross written premiums and MSC collected in the HG Global/BAM segment totaled $30 million and $93 million in the third quarter and first nine months of 2020, compared to $44 million and $84 million in the third quarter and first nine months of 2019. BAM insured municipal bonds with par value of $4.7 billion and $11.8 billion in the third quarter and first nine months of 2020, compared to $4.1 billion and $8.9 billion in the third quarter and first nine months of 2019. Total pricing was 63 and 79 basis points in the third quarter and first nine months of 2020, compared to 107 and 94 basis points in the third quarter and first nine months of 2019. BAM’s total claims paying resources were $968 million at September 30, 2020, compared to $938 million at December 31, 2019 and $930 million at September 30, 2019.
NSM reported pre-tax loss of $1 million, adjusted EBITDA of $15 million, and commission and other revenues of $71 million in the third quarter of 2020, compared to pre-tax income of $5 million, adjusted EBITDA of $13 million, and commission and other revenues of $60 million in the third quarter of 2019. NSM reported pre-tax loss of $6 million, adjusted EBITDA of $44 million, and commission and other revenues of $212 million in the first nine months of 2020, compared to pre-tax loss of $4 million, adjusted EBITDA of $39 million, and commission and other revenues of $175 million in the first nine months of 2019. Results for the third quarter and first nine months of 2020 include the results of Kingsbridge Group Limited (“Kingsbridge”), a leading provider of commercial lines insurance and consulting services to the contingent workforce in the United Kingdom, which was acquired on April 7, 2020.
Kudu reported pre-tax income of $13 million and adjusted EBITDA of $5 million in the third quarter of 2020, compared to pre-tax income of $3 million and adjusted EBITDA of $3 million in the third quarter of 2019. Pre-tax income included $10 million of unrealized gains on Kudu’s Participation Contracts, reflecting the continued recovery in investment markets and an improved outlook for Kudu’s underlying asset management businesses. Kudu reported pre-tax income of $9 million and adjusted EBITDA of $14 million in the first nine months of 2020. Pre-tax income included $2 million of unrealized gains on Kudu’s Participation Contracts, reflecting a full recovery from the impact of the market dislocation from the COVID-19 pandemic on Kudu’s underlying asset management businesses in the first quarter of 2020. In the first quarter of 2020, Kudu deployed $21 million in Creation Investments Capital Management (“Creation”), a private equity firm specializing in impact investing. In the second quarter of 2020, Kudu deployed $37 million in Sequoia Financial Group, LLC (“Sequoia”), a registered investment advisor with $4.7 billion in client assets. As of September 30, 2020, Kudu has deployed a total of $324 million in 11 asset management firms, with an average cash yield to Kudu at inception of 10.2%. The firms have total assets under management of approximately $39 billion, spanning a range of asset classes, including real estate, real assets, wealth management, hedge funds, private equity and alternative credit strategies.
White Mountains’s pre-tax total return on invested assets was 13.5% in the third quarter of 2020. This return included $305 million of net investment income and unrealized investment gains from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, White Mountains’s pre-tax total return on invested assets was 2.8% in the third quarter of 2020. In the third quarter of 2020, White Mountains sold $507 million of common equity securities in anticipation of funding the transaction with Ark Insurance Holdings Limited. See Ark Transaction on page 51. The total return on invested assets was 3.1% in the third quarter of 2019. This return included $37 million in unrealized investment gains and net investment income from MediaAlpha. Excluding MediaAlpha, White Mountains’s pre-tax total return on invested assets was 1.8% in the third quarter of 2019.
White Mountains’s pre-tax total return on invested assets was 15.4% in the first nine months of 2020. This return included $355 million in unrealized investment gains and net investment income from MediaAlpha. Excluding MediaAlpha, the total return on invested assets was 2.8% in the first nine months of 2020. White Mountains’s total return on invested assets was 15.9% in the first nine months of 2019. This return included $155 million in unrealized investment gains and net investment income from MediaAlpha. Excluding MediaAlpha, the total return on invested assets was 9.9% in the first nine months of 2019.
Excluding MediaAlpha, returns in the third quarter of 2020 were driven primarily by strong equity markets following the decline experienced in the first quarter of 2020 in reaction to the COVID-19 pandemic. Excluding MediaAlpha, returns in first nine months of 2020 were primarily driven by a decline in interest rates. Excluding MediaAlpha, returns in the third quarter of 2019 were driven by a $15 million increase in the fair value of White Mountains’s investment in PassportCard/DavidShield, which was driven by continued growth in profitability metrics during the course of the year, and a decline in interest rates. Excluding MediaAlpha, returns in the first nine months of 2019 were primarily driven by strong equity markets and a decline in interest rates.
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Ark Transaction
On October 1, 2020, White Mountains entered into a subscription and purchase agreement (the “Ark SPA”) with Ark Insurance Holdings Limited (“Ark”) and certain selling shareholders (collectively with Ark, the “Ark Sellers”). Certain Ark Sellers also entered into a related management warranty deed (together with the Ark SPA, the “Ark Acquisition Agreement”) pursuant to which they made certain warranties about the Ark business. Ark manages the underwriting of syndicates 4020 and 3902 at Lloyd's, which underwrite a diversified and balanced portfolio of reinsurance and insurance, including property, accident & health, energy, marine and political risks.
Under the terms of the Ark Acquisition Agreement, White Mountains will contribute $605 million of equity capital to Ark, at a pre money valuation of $300 million, and will also purchase $41 million of shares from the selling shareholders. White Mountains will also commit to contribute up to an additional $200 million of equity capital to Ark in 2021 (collectively, the “Ark Transaction”). Total post-closing capitalization of Ark is expected to exceed $800 million ($1.0 billion if the additional $200 million is contributed). At closing, White Mountains will own 72% of Ark on a basic shares outstanding basis (63% on a fully-diluted, fully-converted basis, taking account of management’s equity incentives). If the additional $200 million is contributed in full, White Mountains will own 77% of Ark on a basic shares outstanding basis (68% on a fully-diluted, fully-converted basis). Management’s equity incentives are subject to an 8% rate of return threshold with no catch-up. All shares outstanding not owned by White Mountains will be owned by management rollover shareholders.
In the future, management rollover shareholders could earn additional shares in the company if and to the extent that White Mountains achieves certain multiple of invested capital return thresholds. These additional shares are generally eligible to vest in three equal tranches at MOIC thresholds of 2.0x, 2.5x and 3.0x. If fully earned, these additional shares would represent 13% of the shares outstanding at closing.
The Ark Transaction is expected to close in January 2021. The Ark Transaction is subject to the receipt of regulatory approvals, receipt by Ark’s Bermuda reinsurer of an indicative rating letter from A.M. Best indicating a rating of “A-” or higher, receipt by Ark of $150 million of letters of credit, the non-occurrence of a material adverse effect and other customary closing conditions.
On October 26, 2020, A.M. Best assigned Ark a preliminary credit assessment of “A”. On November 3, 2020, Ark received a commitment for $150 million of letters of credit. Closing the Ark Transaction does not require the approval of the White Mountains shareholders. If all closing conditions are satisfied before December 15, 2020, White Mountains has committed to pre-fund up to $400 million of its capital contribution at that time, with the closing then occurring on January 1, 2021.
Adjusted Book Value Per Share
The following table presents White Mountains’s book value per share and reconciles it to adjusted book value per share, a non-GAAP measure. See NON-GAAP FINANCIAL MEASURES on page 78.
September 30, 2020 | June 30, 2020 | December 31, 2019 | September 30, 2019 | |||||||||||||
Book value per share numerators (in millions): | ||||||||||||||||
White Mountains’s common shareholders’ equity - GAAP book value per share numerator | $ | 3,407.7 | $ | 3,166.0 | $ | 3,261.5 | $ | 3,193.4 | ||||||||
Time value of money discount on expected future payments on the BAM Surplus Notes (1) | (144.3 | ) | (146.7 | ) | (151.6 | ) | (132.8 | ) | ||||||||
HG Global’s unearned premium reserve (1) | 181.0 | 173.8 | 156.7 | 160.4 | ||||||||||||
HG Global’s net deferred acquisition costs (1) | (49.5 | ) | (47.0 | ) | (41.5 | ) | (42.0 | ) | ||||||||
Adjusted book value per share numerator | $ | 3,394.9 | $ | 3,146.1 | $ | 3,225.1 | $ | 3,179.0 | ||||||||
Book value per share denominators (in thousands of shares): | ||||||||||||||||
Common shares outstanding - GAAP book value per share denominator | 3,102.0 | 3,101.8 | 3,185.4 | 3,185.4 | ||||||||||||
Unearned restricted common shares | (19.3 | ) | (23.1 | ) | (18.5 | ) | (21.5 | ) | ||||||||
Adjusted book value per share denominator | 3,082.7 | 3,078.7 | 3,166.9 | 3,163.9 | ||||||||||||
GAAP book value per share | $ | 1,098.56 | $ | 1,020.71 | $ | 1,023.91 | $ | 1,002.53 | ||||||||
Adjusted book value per share | $ | 1,101.28 | $ | 1,021.91 | $ | 1,018.41 | $ | 1,004.76 | ||||||||
Year-to-date dividends paid per share | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||
(1) Amount reflects White Mountains’s preferred share ownership in HG Global of 96.9%.
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Goodwill and Other Intangible Assets
During the second quarter of 2020, White Mountains performed a periodic review of NSM’s goodwill and other intangible assets to determine whether an impairment existed at June 30, 2020. An impairment of goodwill or other intangible assets occurs when the carrying value of the asset exceeds its fair value. As a result of the review, White Mountains recognized impairments of other intangible assets of $6.2 million in the second quarter of 2020. The impairments related to NSM’s write-off of intangible assets in its U.K. vertical. The impairments related to lower premium volumes, including due to the impact of the COVID-19 pandemic, and certain reorganization initiatives in the U.K. vertical. There were no other impairments of other intangible assets and no impairments of goodwill for the three and nine months ended September 30, 2020 and 2019.
The following table presents a summary of goodwill and other intangible assets that are included in White Mountains’s book value as of September 30, 2020, December 31, 2019, and September 30, 2019:
Millions | September 30, 2020 | June 30, 2020 | December 31, 2019 | September 30, 2019 | |||||||||||||
Goodwill: | |||||||||||||||||
NSM | $ | 511.8 | (2) | $ | 504.9 | (2) | $ | 381.6 | $ | 397.0 | (4) | ||||||
Kudu | 7.6 | 7.6 | 7.6 | 7.6 | |||||||||||||
Other Operations | 20.7 | (3) | 5.7 | 5.5 | 20.2 | (4) | |||||||||||
Total goodwill | 540.1 | 518.2 | 394.7 | 424.8 | |||||||||||||
Other intangible assets: | |||||||||||||||||
NSM | 218.5 | 223.7 | 241.4 | 233.6 | (4) | ||||||||||||
Kudu | 1.7 | 1.8 | 2.0 | 2.0 | |||||||||||||
Other Operations | 16.0 | 16.2 | 16.6 | .5 | (4) | ||||||||||||
Total other intangible assets | 236.2 | 241.7 | 260.0 | 236.1 | |||||||||||||
Total goodwill and other intangible assets (1) | 776.3 | 759.9 | 654.7 | 660.9 | |||||||||||||
Goodwill and other intangible assets attributed to non-controlling interests | (27.1 | ) | (25.9 | ) | (23.4 | ) | (25.0 | ) | |||||||||
Goodwill and other intangible assets included in White Mountains’s common shareholders’ equity | $ | 749.2 | $ | 734.0 | $ | 631.3 | $ | 635.9 | |||||||||
(1) | See Note 4 — “Goodwill and Other Intangible Assets” for details of goodwill and other intangible assets. |
(2) | The relative fair values of goodwill and other intangible assets recognized in connection with the acquisition of Kingsbridge had not yet been finalized at June 30, 2020 or September 30, 2020. |
(3) | The relative fair values of goodwill and other intangible assets recognized in connection with an acquisition in the Other Operations segment had not yet been finalized at September 30, 2020. |
(4) | The relative fair values of goodwill and other intangible assets recognized in connection with the acquisition of Embrace Pet Insurance (“Embrace”) and in Other Operations had not yet been finalized as of September 30, 2019. |
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Summary of Consolidated Results
The following table presents White Mountains’s consolidated financial results for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Revenues | ||||||||||||||||
Financial Guarantee revenues | $ | 14.5 | $ | 18.0 | $ | 58.1 | $ | 61.5 | ||||||||
Specialty Insurance Distribution revenues | 70.7 | 59.9 | 211.8 | 175.3 | ||||||||||||
Asset Management revenues (1) | 16.3 | 7.5 | 21.0 | 11.9 | ||||||||||||
Marketing Technology revenues (2) | — | — | — | 48.8 | ||||||||||||
Other Operations revenues | 358.0 | 70.1 | 369.0 | 420.6 | ||||||||||||
Total revenues | 459.5 | 155.5 | 659.9 | 718.1 | ||||||||||||
Expenses | ||||||||||||||||
Financial Guarantee expenses | 15.6 | 14.0 | 46.8 | 43.5 | ||||||||||||
Specialty Insurance Distribution expenses | 71.9 | 55.4 | 218.1 | 171.6 | ||||||||||||
Asset Management expenses (1) | 3.7 | 4.7 | 12.1 | 6.9 | ||||||||||||
Marketing Technology expenses (2) | — | — | — | 54.9 | ||||||||||||
Other Operations expenses | 47.1 | 30.3 | 95.0 | 92.6 | ||||||||||||
Total expenses | 138.3 | 104.4 | 372.0 | 369.5 | ||||||||||||
Pre-tax income (loss) | ||||||||||||||||
Financial Guarantee pre-tax (loss) income | (1.1 | ) | 4.0 | 11.3 | 18.0 | |||||||||||
Specialty Insurance Distribution pre-tax (loss) income | (1.2 | ) | 4.5 | (6.3 | ) | 3.7 | ||||||||||
Asset Management pre-tax income (1) | 12.6 | 2.8 | 8.9 | 5.0 | ||||||||||||
Marketing Technology pre-tax loss (2) | — | — | — | (6.1 | ) | |||||||||||
Other Operations pre-tax income | 310.9 | 39.8 | 274.0 | 328.0 | ||||||||||||
Total pre-tax income | 321.2 | 51.1 | 287.9 | 348.6 | ||||||||||||
Income tax expense | (98.5 | ) | (8.8 | ) | (97.1 | ) | (18.9 | ) | ||||||||
Net income from continuing operations | 222.7 | 42.3 | 190.8 | 329.7 | ||||||||||||
Net (loss) income from sale of discontinued operations, net of tax | (.7 | ) | .9 | (.8 | ) | 1.6 | ||||||||||
Net income | 222.0 | 43.2 | 190.0 | 331.3 | ||||||||||||
Net loss attributable to non-controlling interests | 10.9 | 5.5 | 29.5 | 22.3 | ||||||||||||
Net income attributable to White Mountains’s common shareholders | 232.9 | 48.7 | 219.5 | 353.6 | ||||||||||||
Other comprehensive income (loss), net of tax | 3.9 | (2.4 | ) | 1.0 | (5.8 | ) | ||||||||||
Comprehensive income | 236.8 | 46.3 | 220.5 | 347.8 | ||||||||||||
Comprehensive (income) loss attributable to non-controlling interests | (.1 | ) | .1 | (.3 | ) | .3 | ||||||||||
Comprehensive income attributable to White Mountains’s common shareholders | $ | 236.7 | $ | 46.4 | $ | 220.2 | $ | 348.1 | ||||||||
(1) Kudu's results are from April 4, 2019, the date of the Kudu Transaction, to September 30, 2019.
(2) MediaAlpha’s results are from January 1, 2019 to February 26, 2019, the date of the MediaAlpha Transaction.
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I. Summary of Operations By Segment
As of September 30, 2020, White Mountains conducted its operations through four segments: (1) HG Global/BAM, (2) NSM, (3) Kudu and (4) Other Operations. In addition, MediaAlpha was consolidated as a reportable segment until the date of the MediaAlpha Transaction. A discussion of White Mountains’s consolidated investment operations is included after the discussion of operations by segment. White Mountains’s segment information is presented in Note 13 — “Segment Information” to the Consolidated Financial Statements.
As a result of the Kudu Transaction, White Mountains began consolidating Kudu in its financial statements in the second quarter of 2019. See Note 2 — “Significant Transactions”.
As a result of the MediaAlpha Transaction, White Mountains no longer consolidated MediaAlpha, and consequently it was no longer a reportable segment. White Mountains’s segment disclosures for the first quarter of 2019 include MediaAlpha’s results of operations for the period from January 1, 2019 to February 26, 2019, the date of the MediaAlpha Transaction. See Note 2 — “Significant Transactions”.
HG Global/BAM
The following tables present the components of pre-tax income (loss) included in White Mountains’s HG Global/BAM segment related to the consolidation of HG Global, which includes HG Re and its other wholly-owned subsidiaries, and BAM for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30, 2020 | ||||||||||||||||
Millions | HG Global | BAM | Eliminations | Total | ||||||||||||
Direct written premiums | $ | — | $ | 14.5 | $ | — | $ | 14.5 | ||||||||
Assumed written premiums | 12.5 | — | (12.5 | ) | — | |||||||||||
Gross written premiums | 12.5 | 14.5 | (12.5 | ) | 14.5 | |||||||||||
Ceded written premiums | — | (12.5 | ) | 12.5 | — | |||||||||||
Net written premiums | $ | 12.5 | $ | 2.0 | $ | — | $ | 14.5 | ||||||||
Earned insurance premiums | $ | 5.1 | $ | 1.1 | $ | — | $ | 6.2 | ||||||||
Net investment income | 1.8 | 2.9 | — | 4.7 | ||||||||||||
Net investment income - BAM Surplus Notes | 4.6 | — | (4.6 | ) | — | |||||||||||
Net realized and unrealized investment gains | — | 3.2 | — | 3.2 | ||||||||||||
Other revenue | .2 | .2 | — | .4 | ||||||||||||
Total revenues | 11.7 | 7.4 | (4.6 | ) | 14.5 | |||||||||||
Insurance acquisition expenses | 1.1 | .5 | — | 1.6 | ||||||||||||
Other underwriting expenses | — | .1 | — | .1 | ||||||||||||
General and administrative expenses | .6 | 13.3 | — | 13.9 | ||||||||||||
Interest expense - BAM Surplus Notes | — | 4.6 | (4.6 | ) | — | |||||||||||
Total expenses | 1.7 | 18.5 | (4.6 | ) | 15.6 | |||||||||||
Pre-tax income (loss) | $ | 10.0 | $ | (11.1 | ) | $ | — | $ | (1.1 | ) | ||||||
Supplemental information: | ||||||||||||||||
MSC collected (1) | $ | — | $ | 15.4 | $ | — | $ | 15.4 | ||||||||
(1) MSC are recorded directly to BAM’s equity, which is recorded as non-controlling interest on White Mountains’s balance sheet.
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Three Months Ended September 30, 2019 | ||||||||||||||||
Millions | HG Global | BAM | Eliminations | Total | ||||||||||||
Direct written premiums | $ | — | $ | 10.2 | $ | — | $ | 10.2 | ||||||||
Assumed (ceded) written premiums | 17.8 | 10.6 | (17.8 | ) | 10.6 | |||||||||||
Gross written premiums | 17.8 | 20.8 | (17.8 | ) | 20.8 | |||||||||||
Ceded written premiums | — | (17.8 | ) | 17.8 | — | |||||||||||
Net written premiums | $ | 17.8 | $ | 3.0 | $ | — | $ | 20.8 | ||||||||
Earned insurance premiums | $ | 4.2 | $ | 1.0 | $ | — | $ | 5.2 | ||||||||
Net investment income | 1.8 | 3.6 | — | 5.4 | ||||||||||||
Net investment income - BAM Surplus Notes | 6.9 | — | (6.9 | ) | — | |||||||||||
Net realized and unrealized investment gains | 2.0 | 5.1 | — | 7.1 | ||||||||||||
Other revenue | — | .3 | — | .3 | ||||||||||||
Total revenues | 14.9 | 10.0 | (6.9 | ) | 18.0 | |||||||||||
Insurance acquisition expenses | 1.1 | .3 | — | 1.4 | ||||||||||||
Other underwriting expenses | — | .1 | — | .1 | ||||||||||||
General and administrative expenses | .3 | 12.2 | — | 12.5 | ||||||||||||
Interest expense - BAM Surplus Notes | — | 6.9 | (6.9 | ) | — | |||||||||||
Total expenses | 1.4 | 19.5 | (6.9 | ) | 14.0 | |||||||||||
Pre-tax income (loss) | $ | 13.5 | $ | (9.5 | ) | $ | — | $ | 4.0 | |||||||
Supplemental information: | ||||||||||||||||
MSC collected (1) | $ | — | $ | 23.0 | $ | — | $ | 23.0 | ||||||||
(1) MSC are recorded directly to BAM’s equity, which is recorded as non-controlling interest on White Mountains’s balance sheet.
Nine Months Ended September 30, 2020 | ||||||||||||||||
Millions | HG Global | BAM | Eliminations | Total | ||||||||||||
Direct written premiums | $ | — | $ | 45.5 | $ | — | $ | 45.5 | ||||||||
Assumed written premiums | 39.1 | .1 | (39.1 | ) | 0.1 | |||||||||||
Gross written premiums | 39.1 | 45.6 | (39.1 | ) | 45.6 | |||||||||||
Ceded written premiums | — | (39.1 | ) | 39.1 | — | |||||||||||
Net written premiums | $ | 39.1 | $ | 6.5 | $ | — | $ | 45.6 | ||||||||
Earned insurance premiums | $ | 14.1 | $ | 3.1 | $ | — | $ | 17.2 | ||||||||
Net investment income | 6.1 | 9.0 | — | 15.1 | ||||||||||||
Net investment income - BAM Surplus Notes | 14.1 | — | (14.1 | ) | — | |||||||||||
Net realized and unrealized investment gains | 12.1 | 11.6 | — | 23.7 | ||||||||||||
Other revenue | .3 | 1.8 | — | 2.1 | ||||||||||||
Total revenues | 46.7 | 25.5 | (14.1 | ) | 58.1 | |||||||||||
Insurance acquisition expenses | 3.3 | 2.1 | — | 5.4 | ||||||||||||
Other underwriting expenses | — | .3 | — | .3 | ||||||||||||
General and administrative expenses | 1.6 | 39.5 | — | 41.1 | ||||||||||||
Interest expense - BAM Surplus Notes | — | 14.1 | (14.1 | ) | — | |||||||||||
Total expenses | 4.9 | 56.0 | (14.1 | ) | 46.8 | |||||||||||
Pre-tax income (loss) | $ | 41.8 | $ | (30.5 | ) | $ | — | $ | 11.3 | |||||||
Supplemental information: | ||||||||||||||||
MSC collected (1) | $ | — | $ | 46.9 | $ | — | $ | 46.9 | ||||||||
(1) MSC are recorded directly to BAM’s equity, which is recorded as non-controlling interest on White Mountains’s balance sheet.
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Nine Months Ended September 30, 2019 | ||||||||||||||||
Millions | HG Global | BAM | Eliminations | Total | ||||||||||||
Direct written premiums | $ | — | $ | 30.6 | $ | — | $ | 30.6 | ||||||||
Assumed written premiums | 35.2 | 10.6 | (35.2 | ) | 10.6 | |||||||||||
Gross written premiums | 35.2 | 41.2 | (35.2 | ) | 41.2 | |||||||||||
Ceded written premiums | — | (35.2 | ) | 35.2 | — | |||||||||||
Net written premiums | $ | 35.2 | $ | 6.0 | $ | — | $ | 41.2 | ||||||||
Earned insurance premiums | $ | 11.0 | $ | 2.7 | $ | — | $ | 13.7 | ||||||||
Net investment income | 5.6 | 10.5 | — | 16.1 | ||||||||||||
Net investment income - BAM Surplus Notes | 20.6 | — | (20.6 | ) | — | |||||||||||
Net realized and unrealized investment gains | 11.1 | 19.3 | — | 30.4 | ||||||||||||
Other revenue | — | 1.3 | — | 1.3 | ||||||||||||
Total revenues | 48.3 | 33.8 | (20.6 | ) | 61.5 | |||||||||||
Insurance acquisition expenses | 2.8 | 1.3 | — | 4.1 | ||||||||||||
Other underwriting expenses | — | .3 | — | .3 | ||||||||||||
General and administrative expenses | 1.2 | 37.9 | — | 39.1 | ||||||||||||
Interest expense - BAM Surplus Notes | — | 20.6 | (20.6 | ) | — | |||||||||||
Total expenses | 4.0 | 60.1 | (20.6 | ) | 43.5 | |||||||||||
Pre-tax income (loss) | $ | 44.3 | $ | (26.3 | ) | $ | — | $ | 18.0 | |||||||
Supplemental information: | ||||||||||||||||
MSC collected (1) | $ | — | $ | 42.9 | $ | — | $ | 42.9 | ||||||||
(1) MSC are recorded directly to BAM’s equity, which is recorded as non-controlling interest on White Mountains’s balance sheet.
HG Global/BAM Results—Three Months Ended September 30, 2020 versus Three Months Ended September 30, 2019
BAM is required to prepare its financial statements on a statutory accounting basis for the NYDFS and does not report stand-alone GAAP financial results. BAM is owned by its members, the municipalities that purchase BAM’s insurance for their debt issuances. BAM charges an insurance premium on each municipal bond insurance policy it writes. A portion of the premium is MSC and the remainder is a risk premium. In the event of a municipal bond refunding, a portion of the MSC from original issuance can be reutilized, in effect serving as a credit against the total insurance premium on the refunding of the municipal bond. Issuers of debt insured by BAM are members of BAM so long as any of their BAM-insured debt is outstanding, and as members they have certain interests in BAM, including the right to vote for BAM’s directors and to receive dividends in the future, if declared.
Gross written premiums and MSC collected in the HG Global/BAM segment were $30 million in the third quarter of 2020, compared to $44 million in the third quarter of 2019. BAM insured $4.7 billion of municipal bonds, $4.4 billion of which were in the primary market, in the third quarter of 2020, compared to $4.1 billion of municipal bonds, $2.7 billion of which were in the primary market, in the third quarter of 2019. In the third quarter of 2020, institutional and retail investor concerns about credit quality continued to drive robust demand for insurance and expanded BAM’s opportunities to insure higher-quality bonds, particularly in the primary market. In the third quarter of 2019, BAM completed an assumed reinsurance transaction to insure municipal bonds with a par value of $1.1 billion.
Total pricing, which reflects both gross written premiums and MSC from new business, decreased to 63 basis points in the third quarter of 2020, compared to 107 basis points in the third quarter of 2019. See “NON-GAAP FINANCIAL MEASURES” on page 78. The decrease in total pricing was driven primarily by an increase in volume in the primary market and no assumed reinsurance transactions in the third quarter of 2020. Pricing in the primary market decreased to 57 basis points in the third quarter of 2020, compared to 61 basis points in the third quarter of 2019. Pricing in the secondary market, which is more transaction specific than pricing in the primary market, decreased to 154 basis points in the third quarter of 2020, compared to pricing in the secondary and assumed reinsurance markets of 195 basis points in the third quarter of 2019.
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The following table presents the gross par value of primary and secondary market policies issued, the gross par value of assumed reinsurance, the gross written premiums and MSC collected and total pricing for the three months ended September 30, 2020 and 2019:
Three Months Ended September 30, | ||||||||
$ in Millions | 2020 | 2019 | ||||||
Gross par value of primary market policies issued | $ | 4,420.8 | $ | 2,662.7 | ||||
Gross par value of secondary market policies issued | 318.7 | 288.6 | ||||||
Gross par value of assumed reinsurance | — | 1,130.7 | ||||||
Total gross par value of market policies issued | $ | 4,739.5 | $ | 4,082.0 | ||||
Gross written premiums | $ | 14.4 | $ | 20.8 | ||||
MSC collected | 15.4 | 23.0 | ||||||
Total gross written premiums and MSC collected | $ | 29.8 | $ | 43.8 | ||||
Present value of future installment MSC collections | — | .1 | ||||||
Gross written premium adjustments on existing installment policies | .1 | — | ||||||
Gross written premiums and MSC from new business | $ | 29.9 | $ | 43.9 | ||||
Total pricing | 63 bps | 107 bps | ||||||
HG Global reported GAAP pre-tax income of $10 million in the third quarter of 2020, compared to $14 million in the third quarter of 2019. The decrease in pre-tax income was driven primarily by lower unrealized investment gains on HG Global’s investment portfolio and a decrease in interest income on the BAM Surplus Notes. Results in the third quarter of 2020 include $5 million of interest income on the BAM Surplus Notes, compared to $7 million in the third quarter of 2019. The decrease in interest income on the BAM Surplus Notes was driven primarily by a reduction in the BAM Surplus Notes principal balance after BAM made a $32 million cash payment of surplus note principal and interest in December 2019 and an additional $65 million special cash payment of surplus note principal and interest in January 2020.
BAM is a mutual insurance company that is owned by its members. BAM’s results are consolidated into White Mountains’s GAAP financial statements and attributed to non-controlling interests. White Mountains reported $11 million of GAAP pre-tax loss from BAM in the third quarter of 2020, compared to $10 million in the third quarter of 2019. The increase in pre-tax loss was driven primarily by lower investment returns in BAM’s investment portfolio, partially offset by lower interest expense on the BAM Surplus Notes. Results in the third quarter of 2020 include $5 million of interest expense on the BAM Surplus Notes and $13 million of general and administrative expenses, compared to $7 million of interest expense and $12 million of general and administrative expenses in the third quarter of 2019. The decrease in interest expense on the BAM Surplus Notes was driven primarily by a reduction in the BAM Surplus Notes principal balance after BAM made a $32 million cash payment of surplus note principal and interest in December 2019 and an additional $65 million special cash payment of surplus note principal and interest in January 2020.
COVID-19
BAM expects that investor concerns about the impact of the COVID-19 pandemic should continue to result in both increased insured penetration in the primary market and opportunities in the secondary market. The COVID-19 pandemic is negatively impacting the finances of municipalities to varying degrees, and, over time, financial stress could emerge. BAM’s existing credit portfolio is of high quality and structured to be resilient during economic slowdowns. BAM views consumption-based tax-backed credits (sales, hotel, excise), transportation-related credits (airports, mass transportation, ports and toll roads) and higher education-related credits as those most likely to be affected by pandemic-related impacts on the economy. Combined, these sectors total approximately 15% of BAM’s outstanding insured par. All BAM-insured bond payments due through November 1 have been made by insureds. BAM currently has no insured bonds on its insured credit watchlist.
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HG Global/BAM Results—Nine Months Ended September 30, 2020 versus Nine Months Ended September 30, 2019
Gross written premiums and MSC collected in the HG Global/BAM segment were $93 million in the first nine months of 2020, compared to $84 million in the first nine months of 2019. BAM insured $11.8 billion of municipal bonds, $10.1 billion of which were in the primary market, in the first nine months of 2020, compared to $8.9 billion of municipal bonds, $6.7 billion of which were in the primary market, in the first nine months of 2019.
Total pricing, which reflects both gross written premiums and MSC from new business, decreased to 79 basis points in the first nine months of 2020, compared to 94 basis points in the first nine months of 2019. See “NON-GAAP FINANCIAL MEASURES” on page 78. The decrease in total pricing was driven primarily by an increase in volume in the primary market and a decrease in volume in the combined secondary and assumed reinsurance markets. Pricing in the primary market increased to 56 basis points in the first nine months of 2020, compared to 53 basis points in the first nine months of 2019. Pricing in the secondary and assumed reinsurance markets, which is more transaction specific than pricing in the primary market, decreased to 210 basis points in the first nine months of 2020, compared to 217 basis points in the first nine months of 2019.
The following table presents the gross par value of primary and secondary market policies issued, the gross par value of assumed reinsurance, the gross written premiums and MSC collected and total pricing for the nine months ended September 30, 2020 and 2019:
Nine Months Ended September 30, | ||||||||
$ in Millions | 2020 | 2019 | ||||||
Gross par value of primary market policies issued | $ | 10,125.0 | $ | 6,672.7 | ||||
Gross par value of secondary market policies issued | 1,665.7 | 1,121.0 | ||||||
Gross par value of assumed reinsurance | $ | 36.9 | 1,130.7 | |||||
Total gross par value of market policies issued | $ | 11,827.6 | $ | 8,924.4 | ||||
Gross written premiums | $ | 45.6 | $ | 41.2 | ||||
MSC collected | 46.9 | 42.9 | ||||||
Total gross written premiums and MSC collected | $ | 92.5 | $ | 84.1 | ||||
Present value of future installment MSC collections | .3 | .3 | ||||||
Gross written premium adjustments on existing installment policies | .1 | (.1 | ) | |||||
Gross written premiums and MSC from new business | $ | 92.9 | $ | 84.3 | ||||
Total pricing | 79 bps | 94 bps | ||||||
HG Global reported GAAP pre-tax income of $42 million in the first nine months of 2020, compared to $44 million in the first nine months of 2019. The decrease in pre-tax income was driven primarily by a decrease in interest income on the BAM Surplus Notes. Results in the first nine months of 2020 include $14 million of interest income on the BAM Surplus Notes, compared to $21 million in the first nine months of 2019. The decrease in interest income on the BAM Surplus Notes was driven primarily by a reduction in the BAM Surplus Notes principal balance after BAM made a $32 million cash payment of surplus note principal and interest in December 2019 and an additional $65 million special cash payment of surplus note principal and interest in January 2020.
White Mountains reported $31 million of GAAP pre-tax loss from BAM in the first nine months of 2020, compared to $26 million in the first nine months of 2019. The increase in pre-tax loss was driven primarily by lower investment returns in BAM’s investment portfolio partially offset by lower interest expense on the BAM Surplus Notes. Results in the first nine months of 2020 include $14 million of interest expense on the BAM Surplus Notes and $40 million of general and administrative expenses, compared to $21 million of interest expense and $38 million of general and administrative expenses in the first nine months of 2019. The decrease in interest expense on the BAM Surplus Notes was driven primarily by a reduction in the BAM Surplus Notes principal balance after BAM made a $32 million cash payment of surplus note principal and interest in December 2019 and an additional $65 million special cash payment of surplus note principal and interest in January 2020.
In January 2020, HG Global and BAM agreed to amend the BAM Surplus Notes to extend the end of the variable interest rate period from 2021 to 2024, to extend the initial 10-year term of the FLRT to the end of 2022 and to enter into an excess of loss reinsurance agreement (the “XOLT”). Under the XOLT, HG Re provides last dollar protection for exposures on municipal bonds insured by BAM in excess of NYDFS single issuer limits. The XOLT is subject to an aggregate limit equal to the lesser of $75 million or the assets held in the Supplemental Trust at any point in time.
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In connection with the actions described in the preceding paragraph, in January 2020, BAM made a $65 million special cash payment of principal and interest on the BAM Surplus Notes. Of this payment, $48 million was a repayment of principal held in the Supplemental Trust, $1 million was a payment of accrued interest held in the Supplemental Trust and $16 million was a payment of accrued interest held outside the Supplemental Trust.
Claims Paying Resources
BAM’s “claims paying resources” represents the capital and other financial resources BAM has available to pay claims and, as such, is a key indication of BAM’s financial strength.
BAM’s claims paying resources were $968 million as of September 30, 2020, compared to $938 million as of December 31, 2019 and $930 million as of September 30, 2019. The increase in claims paying resources is primarily due to an increase in the statutory value of the collateral trusts, partially offset by a cash payment on the BAM surplus notes. In the first quarter of 2020, BAM made a $65 million cash payment on the BAM surplus notes, of which $16 million was distributed outside the collateral trusts included in BAM’s claims paying resources.
The following table presents BAM’s total claims paying resources as of September 30, 2020, December 31, 2019 and September 30, 2019:
Millions | September 30, 2020 | December 31, 2019 | September 30, 2019 | |||||||||
Policyholders’ surplus | $ | 347.2 | $ | 402.4 | $ | 422.1 | ||||||
Contingency reserve | 81.6 | 68.2 | 64.3 | |||||||||
Qualified statutory capital | 428.8 | 470.6 | 486.4 | |||||||||
Net unearned premiums | 43.6 | 39.3 | 40.5 | |||||||||
Present value of future installment premiums and MSC | 14.4 | 13.7 | 13.7 | |||||||||
HG Re, Ltd. collateral trusts at statutory value | 381.0 | 314.0 | 289.2 | |||||||||
Fidus Re, Ltd. collateral trust at statutory value | 100.0 | 100.0 | 100.0 | |||||||||
Claims paying resources | $ | 967.8 | $ | 937.6 | $ | 929.8 | ||||||
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HG Global/BAM Balance Sheets
The following tables present amounts from HG Global, which includes HG Re and its other wholly-owned subsidiaries, and BAM that are contained within White Mountains’s consolidated balance sheet as of September 30, 2020 and December 31, 2019:
September 30, 2020 | ||||||||||||||||
Millions | HG Global | BAM | Eliminations and Segment Adjustment | Total | ||||||||||||
Assets | ||||||||||||||||
Fixed maturity investments | $ | 380.2 | $ | 451.6 | $ | — | $ | 831.8 | ||||||||
Short-term investments | 17.1 | 39.0 | — | 56.1 | ||||||||||||
Total investments | 397.3 | 490.6 | — | 887.9 | ||||||||||||
Cash | 14.3 | 35.6 | — | 49.9 | ||||||||||||
BAM Surplus Notes | 409.7 | — | (409.7 | ) | — | |||||||||||
Accrued interest receivable on BAM Surplus Notes | 159.8 | — | (159.8 | ) | — | |||||||||||
Deferred acquisition costs | 51.1 | 26.1 | (51.1 | ) | 26.1 | |||||||||||
Insurance premiums receivable | 9.7 | 7.2 | (9.7 | ) | 7.2 | |||||||||||
Accrued investment income | 2.0 | 3.2 | — | 5.2 | ||||||||||||
Other assets | — | 16.5 | (1.5 | ) | 15.0 | |||||||||||
Total assets | $ | 1,043.9 | $ | 579.2 | $ | (631.8 | ) | $ | 991.3 | |||||||
Liabilities | ||||||||||||||||
BAM Surplus Notes(1) | $ | — | $ | 409.7 | $ | (409.7 | ) | $ | — | |||||||
Accrued interest payable on BAM Surplus Notes(2) | — | 159.8 | (159.8 | ) | — | |||||||||||
Preferred dividends payable to White Mountains’s subsidiaries(3) | 349.6 | — | — | 349.6 | ||||||||||||
Preferred dividends payable to non-controlling interests | 12.9 | — | — | 12.9 | ||||||||||||
Unearned insurance premiums | 186.8 | 40.1 | — | 226.9 | ||||||||||||
Accrued incentive compensation | .7 | 18.7 | — | 19.4 | ||||||||||||
Accounts payable on unsettled investment purchases | — | 6.4 | — | 6.4 | ||||||||||||
Other liabilities | 2.3 | 74.9 | (62.3 | ) | 14.9 | |||||||||||
Total liabilities | 552.3 | 709.6 | (631.8 | ) | 630.1 | |||||||||||
Equity | ||||||||||||||||
White Mountains’s common shareholders’ equity | 477.5 | — | — | 477.5 | ||||||||||||
Non-controlling interests | 14.1 | (130.4 | ) | — | (116.3 | ) | ||||||||||
Total equity | 491.6 | (130.4 | ) | — | 361.2 | |||||||||||
Total liabilities and equity | $ | 1,043.9 | $ | 579.2 | $ | (631.8 | ) | $ | 991.3 | |||||||
(1) | Under GAAP, the BAM Surplus Notes are classified as debt by the issuer. Under statutory accounting principles, they are classified as policyholders’ surplus. |
(2) | Under GAAP, interest accrues daily on the BAM Surplus Notes. Under statutory accounting principles, interest is not accrued on the BAM Surplus Notes until it has been approved for payment by insurance regulators. |
(3) | HG Global preferred dividends payable to White Mountains’s subsidiaries is eliminated in White Mountains’s consolidated financial statements. For segment reporting, the HG Global preferred dividends payable to White Mountains’s subsidiaries included within the HG Global/BAM segment are eliminated against the offsetting receivable included within the Other Operations segment, and therefore are added back to White Mountains’s common shareholders’ equity within the HG Global/BAM segment. |
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December 31, 2019 | ||||||||||||||||
Millions | HG Global | BAM | Eliminations and Segment Adjustment | Total Segment | ||||||||||||
Assets | ||||||||||||||||
Fixed maturity investments | $ | 304.2 | $ | 495.1 | $ | — | $ | 799.3 | ||||||||
Short-term investments | 15.7 | 30.6 | — | 46.3 | ||||||||||||
Total investments | 319.9 | 525.7 | — | 845.6 | ||||||||||||
Cash | 9.8 | 14.4 | — | 24.2 | ||||||||||||
BAM Surplus Notes | 457.6 | — | (457.6 | ) | — | |||||||||||
Accrued interest receivable on BAM Surplus Notes | 162.7 | — | (162.7 | ) | — | |||||||||||
Deferred acquisition costs | 42.8 | 22.1 | (42.8 | ) | 22.1 | |||||||||||
Insurance premiums receivable | 4.2 | 6.7 | (4.2 | ) | 6.7 | |||||||||||
Accrued investment income | 1.7 | 3.7 | — | 5.4 | ||||||||||||
Other assets | — | 20.2 | (.2 | ) | 20.0 | |||||||||||
Total assets | $ | 998.7 | $ | 592.8 | $ | (667.5 | ) | $ | 924.0 | |||||||
Liabilities | ||||||||||||||||
BAM Surplus Notes(1) | $ | — | $ | 457.6 | $ | (457.6 | ) | $ | — | |||||||
Accrued interest payable on BAM Surplus Notes(2) | — | 162.7 | (162.7 | ) | — | |||||||||||
Preferred dividends payable to White Mountains’s subsidiaries(3) | 330.3 | — | — | 330.3 | ||||||||||||
Preferred dividends payable to non-controlling interests | 11.4 | — | — | 11.4 | ||||||||||||
Unearned insurance premiums | 161.7 | 36.7 | — | 198.4 | ||||||||||||
Accrued incentive compensation | .7 | 21.0 | — | 21.7 | ||||||||||||
Other liabilities | 1.0 | 61.5 | (47.2 | ) | 15.3 | |||||||||||
Total liabilities | 505.1 | 739.5 | (667.5 | ) | 577.1 | |||||||||||
Equity | ||||||||||||||||
White Mountains’s common shareholders’ equity | 479.2 | — | — | 479.2 | ||||||||||||
Non-controlling interests | 14.4 | (146.7 | ) | — | (132.3 | ) | ||||||||||
Total equity | 493.6 | (146.7 | ) | — | 346.9 | |||||||||||
Total liabilities and equity | $ | 998.7 | $ | 592.8 | $ | (667.5 | ) | $ | 924.0 | |||||||
(1) | Under GAAP, the BAM Surplus Notes are classified as debt by the issuer. Under statutory accounting principles, they are classified as policyholders’ surplus. |
(2) | Under GAAP, interest accrues daily on the BAM Surplus Notes. Under statutory accounting principles, interest is not accrued on the BAM Surplus Notes until it has been approved for payment by insurance regulators. |
(3) | HG Global preferred dividends payable to White Mountains’s subsidiaries is eliminated in White Mountains’s consolidated financial statements. For segment reporting, the HG Global preferred dividends payable to White Mountains’s subsidiaries included within the HG Global/BAM segment are eliminated against the offsetting receivable included within the Other Operations segment, and therefore are added back to White Mountains’s common shareholders’ equity within the HG Global/BAM segment. |
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NSM
The following table presents the components of GAAP net (loss) income, EBITDA and adjusted EBITDA included in White Mountains’s NSM segment for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Commission revenues | $ | 58.2 | $ | 49.4 | $ | 174.2 | $ | 147.6 | ||||||||
Broker commission expenses | 17.1 | 15.3 | 56.4 | 48.9 | ||||||||||||
Gross profit | 41.1 | 34.1 | 117.8 | 98.7 | ||||||||||||
Other revenues | 12.5 | 10.5 | 37.6 | 27.7 | ||||||||||||
General and administrative expenses | 42.9 | 33.3 | 131.0 | 91.4 | ||||||||||||
Change in fair value of contingent consideration earnout liabilities | .7 | (2.0 | ) | (1.6 | ) | 5.6 | ||||||||||
Amortization of other intangible assets | 5.1 | 4.4 | 16.2 | 13.5 | ||||||||||||
Interest expense | 6.1 | 4.4 | 16.1 | 12.2 | ||||||||||||
GAAP pre-tax (loss) income | (1.2 | ) | 4.5 | (6.3 | ) | 3.7 | ||||||||||
Income tax expense (benefit) | .1 | 1.7 | (2.8 | ) | 1.7 | |||||||||||
GAAP net (loss) income | (1.3 | ) | 2.8 | (3.5 | ) | 2.0 | ||||||||||
Add back: | ||||||||||||||||
Interest expense | 6.1 | 4.4 | 16.1 | 12.2 | ||||||||||||
Income tax expense (benefit) | .1 | 1.7 | (2.8 | ) | 1.7 | |||||||||||
General and administrative expenses — depreciation | 1.2 | .8 | 2.9 | 2.0 | ||||||||||||
Amortization of other intangible assets | 5.1 | 4.4 | 16.2 | 13.5 | ||||||||||||
EBITDA (1) | 11.2 | 14.1 | 28.9 | 31.4 | ||||||||||||
Add back: | ||||||||||||||||
Change in fair value of contingent consideration earnout liabilities | .7 | (2.0 | ) | (1.6 | ) | 5.6 | ||||||||||
Non-cash equity-based compensation expense | 1.0 | — | 1.0 | — | ||||||||||||
Impairments of intangible assets | — | — | 6.2 | — | ||||||||||||
Acquisition-related transaction expenses | .6 | .3 | 5.6 | 1.4 | ||||||||||||
Investments made in the development of new business lines | .2 | .1 | .6 | .3 | ||||||||||||
Restructuring expenses | 1.7 | .3 | 3.2 | .4 | ||||||||||||
Adjusted EBITDA (1) | $ | 15.4 | $ | 12.8 | $ | 43.9 | $ | 39.1 | ||||||||
(1) See “NON-GAAP FINANCIAL MEASURES” on page 78.
NSM Results—Three Months Ended September 30, 2020 versus Three Months Ended September 30, 2019
NSM reported pre-tax loss of $1 million, adjusted EBITDA of $15 million and commission and other revenues of $71 million in the third quarter of 2020, compared to pre-tax income of $5 million, adjusted EBITDA of $13 million and commission and other revenues of $60 million in the third quarter of 2019. Results for the third quarter of 2020 include the results of Kingsbridge, which was acquired on April 7, 2020. NSM’s general and administrative expenses were $43 million in the third quarter of 2020, compared to $33 million in the third quarter of 2019. The increase in NSM’s general and administrative expenses in the third quarter of 2020 compared to the third quarter of 2019 was driven primarily by the acquisition of Kingsbridge, and increased technology costs and professional fees related to information systems projects. See Note 2 — “Significant Transactions”.
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NSM’s business consists of over 16 active programs that are broadly categorized into six market verticals. Kingsbridge was added to the U.K. vertical in the second quarter of 2020. The following table presents the controlled premium and commission and other revenues by vertical for the three months ended September 30, 2020 and 2019:
Three Months Ended September 30, | ||||||||||||||||
2020 | 2019 | |||||||||||||||
$ in Millions | Controlled Premium (1) | Commission and Other Revenues | Controlled Premium (1) | Commission and Other Revenues | ||||||||||||
Specialty Transportation | $ | 81.6 | $ | 21.9 | $ | 78.4 | $ | 20.6 | ||||||||
Real Estate | 28.5 | 6.0 | 22.7 | 4.9 | ||||||||||||
Social Services | 34.6 | 8.6 | 29.7 | 7.4 | ||||||||||||
Pet | 35.3 | 14.7 | 23.1 | 10.4 | ||||||||||||
United Kingdom | 53.6 | 13.9 | 36.7 | 11.2 | ||||||||||||
Other | 32.2 | 5.6 | 38.6 | 5.4 | ||||||||||||
Total | $ | 265.8 | $ | 70.7 | $ | 229.2 | $ | 59.9 | ||||||||
(1) Controlled Premium are total premiums placed by NSM during the period.
Specialty Transportation: NSM’s specialty transportation controlled premium and commission and other revenues increased 4% and 6% in the third quarter of 2020, compared to the third quarter of 2019, driven primarily by rate increases and contingent income growth in the collector car and tow truck markets.
Real Estate: NSM’s real estate controlled premium and commission and other revenues increased 26% and 22%, respectively, in the third quarter of 2020, compared to the third quarter of 2019, driven primarily by rate increases and strong retention rates in coverages for coastal condominium associations combined with rate increases and unit growth in NSM’s excess and surplus habitational program.
Social Services: NSM’s social services controlled premium and commission and other revenues both increased 16% in the third quarter of 2020, compared to the third quarter of 2019, driven primarily by rate increases and unit growth.
Pet: NSM’s pet controlled premium and commission and other revenues increased 53% and 41%, respectively, in the third quarter of 2020, compared to the third quarter of 2019. Organic growth in units drove the premium increase as the market benefited from strong demand during the quarter as pet adoption increased substantially as a result of the COVID-19 pandemic. The increase in commission and other revenues was less than the increase in premium as lower rate affinity business grew faster than direct market business.
United Kingdom: NSM’s United Kingdom controlled premium and commission and other revenues increased 46% and 24%, respectively, in the third quarter of 2020, compared to the third quarter of 2019, driven primarily by the acquisition of Kingsbridge. Kingsbridge contributed $9 million of controlled premium and $4 million of commission and other revenues in the third quarter of 2020. Excluding Kingsbridge, United Kingdom controlled premium increased 22% in the third quarter of 2020, compared to the third quarter of 2019, as growth in the MGA business more than offset declines in the brokerage business caused by disruption to the travel and new driver markets in the United Kingdom resulting from the COVID-19 pandemic. Excluding Kingsbridge, United Kingdom commission and other revenues declined 13% due to changes in product mix, as the brokerage business, which has higher commission rates than the MGA business, declined while the MGA business grew.
Other: NSM’s other controlled premium decreased 17% while and commission and other revenues increased 4% in the third quarter of 2020, compared to the third quarter of 2019. The decrease in controlled premium was driven primarily by declines in the retail markets resulting from the COVID-19 pandemic. Commission and other revenues increased as the professional liability business, which has higher commission rates than retail, grew while the retail business declined.
COVID-19
The COVID-19 pandemic dampened but did not materially impact NSM’s results in the first nine months of 2020. Certain programs have been negatively impacted (e.g., lower volumes in the non-standard auto and outdoor leisure businesses in the United Kingdom) while others have been positively impacted (e.g., higher volumes in pet). Results at NSM could still soften in the coming quarters, but White Mountains does not currently anticipate dramatic impacts over the fullness of time. Many insurers, particularly auto insurers, have announced insurance premium refunds and payment grace periods for their customers. In addition, regulators in certain states have ordered insurers to issue partial premium refunds for insurance lines where the risk of loss has fallen substantially as a result of the COVID-19 pandemic, including private passenger automobile, commercial automobile, workers' compensation, commercial multi-peril, and commercial liability. Other state insurance departments could issue similar orders. To the extent NSM’s insurance partners issue such refunds or grace periods, it could affect NSM’s commissions and/or cashflow.
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NSM Results—Nine Months Ended September 30, 2020 versus Nine Months Ended September 30, 2019
NSM reported pre-tax loss of $6 million, adjusted EBITDA of $44 million and commission and other revenues of $212 million in the first nine months of 2020, compared to pre-tax income of $4 million, adjusted EBITDA of $39 million and commission and other revenues of $175 million in the first nine months of 2019. The decrease in NSM’s pre-tax results in the first nine months of 2020 compared to the first nine months of 2019 was driven primarily by a $6 million impairment of intangible assets related NSM’s U.K. vertical. Results for the first nine months of 2020 include the results of Kingsbridge, which was acquired on April 7, 2020, and Embrace, which was acquired on April 1, 2019. NSM’s general and administrative expenses were $131 million in the first nine months of 2020, compared to $91 million in the first nine months of 2019. The increase in NSM’s general and administrative expenses in the first nine months of 2020 compared to the first nine months of 2019 was driven primarily by the acquisitions of Kingsbridge and Embrace, the write-off of intangible assets related to the U.K. vertical, and increased technology costs and professional fees related to information systems projects.
The following table presents the controlled premium and commission and other revenues by vertical for the nine months ended September 30, 2020 and 2019:
Nine Months Ended September 30, | ||||||||||||||||
2020 | 2019 | |||||||||||||||
$ in Millions | Controlled Premium (1) | Commission and Other Revenues | Controlled Premium (1) | Commission and Other Revenues | ||||||||||||
Specialty Transportation | $ | 240.4 | $ | 66.1 | $ | 225.9 | $ | 60.3 | ||||||||
Real Estate | 142.6 | 32.7 | 115.5 | 25.4 | ||||||||||||
Social Services | 88.3 | 22.2 | 77.6 | 19.7 | ||||||||||||
Pet | 96.6 | 39.8 | 43.8 | 19.9 | ||||||||||||
United Kingdom | 134.0 | 36.3 | 118.3 | 35.5 | ||||||||||||
Other | 95.5 | 14.7 | 95.6 | 14.5 | ||||||||||||
Total | $ | 797.4 | $ | 211.8 | $ | 676.7 | $ | 175.3 | ||||||||
(1) Controlled Premium are total premiums placed by NSM during the period.
Specialty Transportation: NSM’s specialty transportation controlled premium and commission and other revenues increased 6% and 10%, respectively, in the first nine months of 2020, compared to the first nine months of 2019, driven primarily by rate increases, contingent income growth and unit growth in the collector car and tow truck markets.
Real Estate: NSM’s real estate controlled premium and commission and other revenues increased 23% and 29%, respectively, in the first nine months of 2020, compared to the first nine months of 2019, driven primarily by rate increases and strong retention rates in coverages for coastal condominium associations combined with rate increases and unit growth in NSM’s excess and surplus habitational program.
Social Services: NSM’s social services controlled premium and commission and other revenues increased 14% and 13%, respectively, in the first nine months of 2020, compared to the first nine months of 2019, driven primarily by rate increases and unit growth.
Pet: NSM’s pet controlled premium and commission and other revenues increased 121% and 100%, respectively, in the first nine months of 2020, compared to the first nine months of 2019 as the pet program was added during the second quarter of 2019 with the acquisition of Embrace. In addition, organic growth in units drove a premium increase as the market benefited from strong demand as pet adoption increased substantially as a result of the COVD-19 pandemic. The increase in commission and other revenues was less than the increase in premiums as lower rate affinity business grew faster than direct market business.
United Kingdom: NSM’s United Kingdom controlled premium and commission and other revenues increased 13% and 2%, respectively, in the first nine months of 2020, compared to the first nine months of 2019. Kingsbridge contributed $18 million of controlled premium and $8 million of commission and other revenues in the second and third quarter of 2020. Excluding Kingsbridge, United Kingdom controlled premium decreased 2% in the first nine months of 2020, compared to the first nine months of 2019, driven primarily by declines in the brokerage business caused by disruption to the travel and new driver markets in the United Kingdom resulting from the COVID-19 pandemic. Excluding Kingsbridge, commission and other revenues declined 19% due to the reduction in controlled premiums combined with changes in product mix, as the brokerage business, which has higher commission rates than the MGA business, declined more than the MGA business.
Other: NSM’s other controlled premium and commission and other revenue were flat in the first nine months of 2020, compared to the first nine months of 2019.
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Kudu
On April 4, 2019, White Mountains acquired the ownership interests in Kudu held by certain funds managed by Oaktree Capital Management, L.P. (“Oaktree”) for cash consideration of $81 million. In addition, White Mountains assumed all of Oaktree’s unfunded capital commitments to Kudu, increasing White Mountains’s total capital commitment to $250 million (the “Kudu Transaction”). As a result of the Kudu Transaction, White Mountains’s ownership of Kudu increased from 49.5% to 99.1% (42.7% to 85.4% on a fully diluted, fully converted basis) and White Mountains began consolidating Kudu as a reportable segment in its financial statements in the second quarter of 2019. During the fourth quarter of 2019, White Mountains increased its total capital commitment to Kudu by an additional $100 million to $350 million, and Kudu obtained a committed $125 million credit facility.
In the first quarter of 2020, Kudu deployed $21 million in Creation Investments Capital Management (“Creation”), a private equity firm specializing in impact investing. In the second quarter of 2020, Kudu deployed $37 million in Sequoia Financial Group, LLC (“Sequoia”), a registered investment advisor with $4.7 billion in client assets. As of September 30, 2020, Kudu has deployed a total of $324 million in 11 asset management firms, with an average cash yield to Kudu at inception of 10.2%. The firms have combined assets under management of approximately $39 billion, spanning a range of asset classes, including real estate, real assets, wealth management, hedge funds, private equity and alternative credit strategies.
The following table presents the components of GAAP net income, EBITDA and adjusted EBITDA included in White Mountains’s Kudu segment for the three months ended September 30, 2020 and 2019 and the nine months ended September 30, 2020:
Millions | Three Months Ended September 30, 2020 | Three Months Ended September 30, 2019 | Nine Months Ended September 30, 2020 | |||||||||
Net investment income | $ | 6.4 | $ | 4.6 | $ | 19.3 | ||||||
Net unrealized investment gains | 9.8 | 2.7 | 1.5 | |||||||||
Other revenues | .1 | .2 | .2 | |||||||||
Total revenues | 16.3 | 7.5 | 21.0 | |||||||||
General and administrative expenses | 2.2 | 4.5 | 7.5 | |||||||||
Amortization of other intangible assets | .1 | .2 | .3 | |||||||||
Interest expense | 1.4 | — | 4.3 | |||||||||
Total expenses | 3.7 | 4.7 | 12.1 | |||||||||
GAAP pre-tax income | 12.6 | 2.8 | 8.9 | |||||||||
Income tax expense | 3.8 | .8 | 3.2 | |||||||||
GAAP net income | 8.8 | 2.0 | 5.7 | |||||||||
Add back: | ||||||||||||
Interest expense | 1.4 | — | 4.3 | |||||||||
Income tax expense | 3.8 | .8 | 3.2 | |||||||||
Amortization of other intangible assets | .1 | .2 | .3 | |||||||||
EBITDA (1) | 14.1 | 3.0 | 13.5 | |||||||||
Add back: | ||||||||||||
Net unrealized investment gains | (9.8 | ) | (2.7 | ) | (1.5 | ) | ||||||
Non-cash equity-based compensation expense | .1 | .5 | .1 | |||||||||
Acquisition-related transaction expenses | .1 | 2.1 | 1.6 | |||||||||
Adjusted EBITDA (1) | $ | 4.5 | $ | 2.9 | $ | 13.7 | ||||||
(1) See “NON-GAAP FINANCIAL MEASURES” on page 78.
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Kudu reported pre-tax income of $13 million and adjusted EBITDA of $5 million in the third quarter of 2020, compared to pre-tax income of $3 million and adjusted EBITDA of $3 million in the third quarter of 2019. Pre-tax income in the third quarter of 2020 included $10 million of unrealized gains on Kudu’s Participation Contracts, reflecting the continued recovery in broad markets and an improved outlook for Kudu’s underlying asset management businesses.
Kudu reported pre-tax income of $9 million and adjusted EBITDA of $14 million in the first nine months of 2020. Pre-tax income included an $2 million of unrealized gains on Kudu’s Participation Contracts, reflecting a full recovery from the impact of the market dislocation from the COVID-19 pandemic on Kudu’s underlying asset management businesses in the first quarter of 2020.
COVID-19
Over time, Kudu’s revenues will fluctuate with increases and decreases in AUM and fee levels at Kudu’s underlying asset management business, which are impacted by increases and decreases in financial markets, such as those experienced during 2020 in response to the COVID-19 pandemic. Kudu’s conscious portfolio diversification, in particular its emphasis on private capital and its de-emphasis on long-only, should continue to provide some downside protection to financial market declines.
MediaAlpha
MediaAlpha Results—January 1, 2019 to February 26, 2019
As a result of the MediaAlpha Transaction, White Mountains’s reduced its ownership interest of the basic units outstanding of MediaAlpha from 61% to 48% (59% to 42% on a fully diluted, fully converted basis). White Mountains’s remaining ownership interest in MediaAlpha no longer meets the criteria for a controlling ownership interest and, accordingly, White Mountains deconsolidated MediaAlpha as of February 26, 2019. Subsequent to the MediaAlpha Transaction, White Mountains accounts for its investment in MediaAlpha at fair value within other long-term investments. See Summary of Investment Results on page 68.
The following table presents the components of GAAP pre-tax loss included in White Mountains’s MediaAlpha segment for the period from January 1, 2019 to February 26, 2019:
Millions | January 1, 2019 to February 26, 2019 | |||
Advertising and commission revenues | $ | 48.8 | ||
Cost of sales | 40.6 | |||
Gross profit | 8.2 | |||
General and administrative expenses | 5.7 | |||
General and administrative expenses - MediaAlpha Transaction related costs | 6.8 | |||
Amortization of other intangible assets | 1.6 | |||
Interest expense | .2 | |||
GAAP pre-tax loss | $ | (6.1 | ) | |
MediaAlpha reported GAAP pre-tax loss of $6 million and revenues of $49 million from January 1, 2019 to February 26, 2019, the date of the MediaAlpha Transaction. During the period from January 1, 2019 to February 26, 2019, revenues were primarily driven by the property & casualty, health and life insurance verticals, which had revenues of $26 million and $17 million. During the period from January 1, 2019 to February 26, 2019, MediaAlpha recognized $7 million of costs related to the transaction with Insignia Group in general and administrative expenses.
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Other Operations
The following table presents a summary of White Mountains’s financial results from its Other Operations segment for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Net investment income | $ | 60.1 | $ | 8.4 | $ | 79.3 | $ | 30.7 | ||||||||
Net realized and unrealized investment gains | 293.6 | 57.2 | 277.6 | 199.6 | ||||||||||||
Realized gain and unrealized investment gain from the MediaAlpha Transaction | — | — | — | 182.2 | ||||||||||||
Advertising and commission revenues | 2.1 | 1.9 | 6.1 | 4.5 | ||||||||||||
Other revenues | 2.2 | 2.6 | 6.0 | 3.6 | ||||||||||||
Total revenues | 358.0 | 70.1 | 369.0 | 420.6 | ||||||||||||
Cost of sales | 2.3 | 2.3 | 6.5 | 5.0 | ||||||||||||
General and administrative expenses | 44.3 | 27.7 | 87.1 | 87.2 | ||||||||||||
Amortization of other intangible assets | .2 | — | .6 | .1 | ||||||||||||
Interest expense | .3 | .3 | .8 | .3 | ||||||||||||
Total expenses | 47.1 | 30.3 | 95.0 | 92.6 | ||||||||||||
Pre-tax income | $ | 310.9 | $ | 39.8 | $ | 274.0 | $ | 328.0 | ||||||||
Other Operations Results—Three Months Ended September 30, 2020 versus Three Months Ended September 30, 2019
White Mountains’s Other Operations segment reported pre-tax income of $311 million in the third quarter of 2020, compared to $40 million in the third quarter of 2019. White Mountains’s Other Operations segment reported net realized and unrealized investment gains of $294 million in the third quarter of 2020, driven primarily by the increase in the fair value of White Mountains’s investment in MediaAlpha, compared to $57 million in the third quarter of 2019. White Mountains’s Other Operations segment reported net investment income of $60 million in the third quarter of 2020, driven primarily by the $55 million of net proceeds received from the dividend recapitalization at MediaAlpha, compared to $8 million in the third quarter of 2019. See Summary of Investment Results on page 68. The Other Operations segment reported general and administrative expenses of $44 million in the third quarter of 2020, compared to $28 million in the third quarter of 2019. The increase in general and administrative expenses was driven primarily by higher incentive compensation costs, in turn driven primarily by strong results in the third quarter of 2020.
Other Operations Results—Nine Months Ended September 30, 2020 versus Nine Months Ended September 30, 2019
White Mountains’s Other Operations segment reported pre-tax income of $274 million in the first nine months of 2020, compared to pre-tax income of $328 million in the first nine months of 2019. White Mountains’s Other Operations segment reported net realized and unrealized investment gains of $278 million in the first nine months of 2020, driven primarily by the increase in the fair value of White Mountains’s investment in MediaAlpha, compared to net realized and unrealized investment gains of $200 million in the first nine months of 2019. White Mountains’s Other Operations segment results for the first nine months of 2019 included a $182 million of gains from the MediaAlpha Transaction, which consisted of $67 million of realized gain and $115 million of unrealized investment gain. White Mountains’s Other Operations segment reported net investment income of $79 million in the first nine months of 2020, driven primarily by the $55 million of net proceeds received from the dividend recapitalization at MediaAlpha, compared to $31 million in the first nine months of 2019. See Summary of Investment Results on page 68. General and administrative expenses were $87 million in both the first nine months of 2020 and 2019.
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II. Summary of Investment Results
White Mountains’s total investment results include results from all segments. For purposes of discussing rates of return, all percentages are presented gross of management fees and trading expenses in order to produce a better comparison to benchmark returns.
The following table presents the pre-tax investment return for White Mountains’s consolidated portfolio for the three and nine months ended September 30, 2020 and 2019:
Gross Investment Returns and Benchmark Returns
Three Months Ended | Nine Months Ended | |||||||||||
September 30 | September 30 | |||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||
Common equity securities | 7.9 | % | 1.0 | % | 1.6 | % | 18.4 | % | ||||
Other long-term investments | 36.6 | % | 8.7 | % | 40.8 | % | 44.0 | % | ||||
Other long-term investments - excluding MediaAlpha | 2.0 | % | 4.2 | % | (1.4 | )% | 3.8 | % | ||||
Total common equity securities and other long-term investments | 34.2 | % | 5.1 | % | 33.5 | % | 27.6 | % | ||||
Total common equity securities and other long-term investments - excluding MediaAlpha | 5.4 | % | 2.5 | % | 0.9 | % | 14.3 | % | ||||
S&P 500 Index (total return) | 8.9 | % | 1.7 | % | 5.6 | % | 20.6 | % | ||||
Fixed income investments | 0.8 | % | 1.3 | % | 4.4 | % | 5.7 | % | ||||
Bloomberg Barclays U.S. Intermediate Aggregate Index | 0.5 | % | 1.4 | % | 5.2 | % | 6.2 | % | ||||
Total consolidated portfolio | 13.5 | % | 3.1 | % | 15.4 | % | 15.9 | % | ||||
Total consolidated portfolio - excluding MediaAlpha | 2.8 | % | 1.8 | % | 2.8 | % | 9.9 | % | ||||
Investment Returns—Three and Nine Months Ended September 30, 2020 versus Three and Nine Months Ended September 30, 2019
White Mountains’s pre-tax total return on invested assets was 13.5% in the third quarter of 2020. This return included $250 million of unrealized investment gains and $55 million of net investment income from White Mountains’s investment in MediaAlpha. Excluding MediaAlpha, White Mountains’s pre-tax total return on invested assets was 2.8% in the third quarter of 2020. The total return on invested assets was 3.1% in the third quarter of 2019. This return included $35 million in unrealized investment gains and $2 million in net investment income from MediaAlpha. Excluding MediaAlpha, White Mountains’s pre-tax total return on invested assets was 1.8% in the third quarter of 2019.
White Mountains’s pre-tax total return on invested assets was 15.4% in the first nine months of 2020. This return included $295 million in unrealized investment gains and $60 million in net investment income from MediaAlpha. Excluding MediaAlpha, the total return on invested assets was 2.8% in the first nine months of 2020. White Mountains’s total return on invested assets was 15.9% in the first nine months of 2019. This return included $150 million in unrealized investment gains and $5 million in net investment income from MediaAlpha. Excluding MediaAlpha, the total return on invested assets was 9.9% in the first nine months of 2019.
Excluding MediaAlpha, returns in the third quarter of 2020 were driven primarily by strong equity markets following the decline experienced in the first quarter of 2020 in reaction to the COVID-19 pandemic. Excluding MediaAlpha, returns in first nine months of 2020 were primarily driven by a decline in interest rates. Excluding MediaAlpha, returns in the third quarter of 2019 were driven by a $15 million increase in the fair value of White Mountains’s investment in PassportCard/DavidShield, which was driven by continued growth in profitability metrics during the course of the year, and a decline in interest rates. Excluding MediaAlpha, returns in the first nine months of 2019 were primarily driven by strong equity markets and a decline in interest rates.
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Common Equity Securities and Other Long-Term Investments Results
White Mountains’s portfolio of common equity securities and other long-term investments was $1.3 billion and $1.5 billion as of September 30, 2020 and December 31, 2019. See Note 3 - “Investment Securities”. White Mountains’s portfolio of common equity securities and other long-term investments represented approximately 42% and 52% of total invested assets as of September 30, 2020 and December 31, 2019. The decrease as of September 30, 2020 was driven primarily by the sale of $507 million of common equity securities in the third quarter of 2020 in anticipation of funding White Mountains’s upcoming transaction with Ark, partially offset by a $295 million increase in the fair value of White Mountains’s investment in MediaAlpha in 2020.
White Mountains’s portfolio of common equity securities and other long-term investments returned 34.2% in the third quarter of 2020 compared to 5.1% in the third quarter of 2019. Excluding MediaAlpha, White Mountains’s portfolio of common equity securities and other long-term investments returned 5.4% in the third quarter of 2020 compared to 2.5% in the third quarter of 2019. White Mountains’s portfolio of common equity securities and other long-term investments returned 33.5% in the first nine months of 2020, compared to 27.6% in the first nine months of 2019. Excluding MediaAlpha, White Mountains’s portfolio of common equity securities and other long-term investments returned 0.9% in the first nine months of 2020, compared to 14.3% in the first nine months of 2019.
White Mountains’s portfolio of common equity securities primarily consists of passive ETFs and publicly-traded common equity securities that are actively managed by third-party registered investment advisers. White Mountains’s portfolio of common equity securities was $141 million and $684 million as of September 30, 2020 and December 31, 2019. During the third quarter of 2020, White Mountains sold $400 million of ETFs and liquidated its international common equity positions (totaling $107 million).
White Mountains’s portfolio of common equity securities returned 7.9% in the third quarter of 2020, compared to 1.0% in the third quarter of 2019, underperforming the S&P 500 Index returns of 8.9% and 1.7% for the comparable periods. White Mountains’s portfolio of common equity securities returned 1.6% in the first nine months of 2020, compared to 18.4% in the first nine months of 2019, underperforming the S&P 500 Index returns of 5.6% and 20.6% for the comparable periods. The results were driven primarily by relative underperformance in White Mountains’s international common equity portfolios in each period.
White Mountains’s portfolio of ETFs seeks to provide investment results that generally correspond to the performance of the S&P 500 Index. White Mountains’s portfolio of ETFs was $85 million and $536 million as of September 30, 2020 and December 31, 2019. White Mountains’s portfolio of ETFs essentially earned the effective index return, before expenses, over the period in which White Mountains was invested in these funds.
White Mountains has maintained long-standing relationships with a small number of third-party registered investment advisers (the “actively managed common equity portfolio”), including Highclere International Investors (“Highclere”), who invests in small- and mid-cap equity securities listed in markets outside of the United States and Canada through a unit trust, and Silchester International Investors (“Silchester”), who invests in value-oriented non-U.S. equity securities through a unit trust.
White Mountains’s actively managed common equity portfolio was $56 million and $147 million as of September 30, 2020 and December 31, 2019. During the third quarter of 2020, White Mountains submitted redemption requests to Silchester and Highclere to liquidate White Mountains’s full investments in the unit trusts. As of September 30, 2020, White Mountains’s investment in the unit trust managed by Silchester was no longer subject to market fluctuations and was recorded within accounts receivable on unsettled investment sales on White Mountains’s balance sheet. White Mountains received $51 million of proceeds from the Silchester redemption in early October 2020. As of September 30, 2020, White Mountains’s proportional share of the unit trust managed by Highclere in the amount of $56 million was segregated into a transition account, subject to market fluctuations until the underlying common equity securities were sold, and remained within common equity securities on White Mountains’s balance sheet. Highclere liquidated all of the common equity securities in the transition account and distributed net proceeds of $56 million to White Mountains in early October 2020.
White Mountains’s actively managed common equity portfolio returned 4.7% in the third quarter of 2020 compared to -0.2% in the third quarter of 2019, underperforming the S&P 500 Index returns of 8.9% and 1.7% in the comparable periods. White Mountains’s actively managed common equity portfolio returned -11.0% in the first nine months of 2020 compared to 13.0% in the first nine months of 2019, underperforming the S&P 500 Index returns of 5.6% and 20.6% for the comparable periods. The relative underperformance was driven by the international common equity portfolios managed by both Highclere and Silchester in each period.
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White Mountains maintains a portfolio of other long-term investments that consists primarily of unconsolidated entities, including Kudu’s Participation Contracts, private equity funds, hedge funds, ILS funds and private debt instruments. White Mountains’s portfolio of other long-term investments was $1.2 billion and $856 million as of September 30, 2020 and December 31, 2019. The increase as of September 30, 2020 was driven primarily by a $295 million increase in the fair value of White Mountains’s investment in MediaAlpha during 2020.
White Mountains’s other long-term investments portfolio returned 36.6% in the third quarter of 2020 compared to 8.7% in the third quarter of 2019. Excluding MediaAlpha, White Mountains’s other long-term investments portfolio returned 2.0% in the third quarter of 2020 compared to 4.2% in the third quarter of 2019. White Mountains’s other long-term investments portfolio returned 40.8% in the first nine months of 2020 compared to 44.0% in the first nine months of 2019. Excluding MediaAlpha, White Mountains’s other long-term investments portfolio returned -1.4% in the first nine months of 2020 compared to 3.8% in the first nine months of 2019.
Excluding MediaAlpha, returns in the third quarter of 2020 were driven primarily by a $10 million increase in the fair value of Kudu’s Participation Contracts, reflecting the continued recovery in broad markets and an improved outlook for Kudu’s underlying asset management businesses, and net investment income from Kudu’s Participation Contracts, partially offset by losses from certain private equity funds. Excluding MediaAlpha, returns for the first nine months of 2020 were driven primarily by a $10 million decrease in White Mountains’s investment in PassportCard/DavidShield, where the global slowdown in travel activity in reaction to the COVID-19 pandemic caused a significant decline in premiums and revenues, and losses from certain private equity funds and a private debt investment, partially offset by net investment income from Kudu’s Participation Contracts. As a result of the COVID-19 pandemic, during the third quarter of 2020, PassportCard/DavidShield curtailed its global expansion efforts.
Excluding MediaAlpha, returns in the third quarter and first nine months of 2019 were primarily driven by a $15 million increase in the fair value of White Mountains’s investment in PassportCard/DavidShield, which was driven by continued growth in profitability metrics during the course of the year, along with gains from private equity funds and net investment income from Kudu’s Participation Contracts.
In the second quarter of 2019, White Mountains made an investment in three multi-investor ILS funds managed by Elementum, a third-party registered investment adviser specializing in natural catastrophe ILS. Elementum manages separate accounts and pooled investment vehicles across various ILS sectors, including catastrophe bonds, collateralized reinsurance investments and industry loss warranties, on behalf of third-party clients. In the first quarter of 2020, White Mountains made an investment in a fourth ILS fund managed by Elementum. As of September 30, 2020, White Mountains had approximately $53 million invested in these four ILS funds.
Fixed Income Results
White Mountains’s fixed income portfolio, including short-term investments, was $1.8 billion and $1.4 billion as of September 30, 2020 and December 31, 2019. The duration of White Mountains’s fixed income portfolio, including short-term investments, was 2.4 years and 2.8 years as of September 30, 2020 and December 31, 2019. The increase in White Mountains’s fixed income portfolio, including short term investments, and the decrease in duration of White Mountains’s fixed income portfolio as of September 30, 2020, was driven primarily by the reinvestment of proceeds from the sale of common equity securities into short-term investments in the third quarter of 2020 in anticipation of funding White Mountains’s upcoming transaction with Ark. White Mountains’s fixed income portfolio includes fixed maturity investments and short-term investments in the Collateral Trusts of $397 million and $320 million as of September 30, 2020 and December 31, 2019.
White Mountains’s fixed income portfolio returned 0.8% in the third quarter of 2020, compared to 1.3% in the third quarter of 2019, outperforming and underperforming the Bloomberg Barclays U.S. Intermediate Aggregate Index returns of 0.5% and 1.4% for the comparable periods. White Mountains’s fixed income portfolio returned 4.4% in the first nine months of 2020, compared to 5.7% in the first nine months of 2019, underperforming the Bloomberg Barclays U.S. Intermediate Aggregate Index returns of 5.2% and 6.2% for the comparable periods. The results in the third quarter of 2020 were driven primarily by the impact of White Mountains’s overweight positioning to investment grade corporate bonds. The results in the first nine months of 2020 were driven primarily by the short duration positioning of White Mountains’s fixed income portfolio as interest rates declined significantly during the period.
The results in the third quarter and first nine months of 2019 were driven primarily by the short duration positioning of White Mountains’s fixed income portfolio as interest rates declined during both periods.
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Foreign Currency Exposure
As of September 30, 2020, White Mountains had foreign currency exposure on $204 million of net assets primarily related to NSM’s U.K. operations, common equity securities managed by Highclere, and certain other foreign consolidated and unconsolidated entities.
From time to time, White Mountains may enter into foreign currency forward contracts in order to mitigate its foreign currency exposure on certain invested assets. As of September 30, 2020, White Mountains does not have any open foreign currency forward contracts.
The following table presents the fair value of White Mountains’s foreign denominated net assets as of September 30, 2020:
Currency $ in Millions | Fair Value | % of Common Shareholders’ Equity | |||||
GBP | $ | 135.0 | 4.0 | % | |||
EUR | 32.6 | 1.0 | % | ||||
JPY | 18.4 | .5 | % | ||||
All other | 17.6 | .5 | % | ||||
Total | $ | 203.6 | 6.0 | % | |||
Income Taxes
The Company and its Bermuda domiciled subsidiaries are not subject to Bermuda income tax under current Bermuda law. In the event there is a change in the current law and taxes are imposed, the Company and its Bermuda domiciled subsidiaries would be exempt from such tax until March 31, 2035 pursuant to the Bermuda Exempted Undertakings Tax Protection Act of 1966. The Company has subsidiaries and branches that operate in various other jurisdictions around the world that are subject to tax in the jurisdictions in which they operate. The jurisdictions in which the Company’s subsidiaries and branches are subject to tax are Barbados, Ireland, Israel, Luxembourg, the United Kingdom and the United States. On April 2, 2020, the European Court of Justice issued a ruling applicable to an unrelated taxpayer that concerns the scope of countries subject to exemption on withholding tax on dividends. The Company has reviewed the details of the case and its applicability to White Mountains and has concluded that it does not have a material impact on White Mountains’s accrual for uncertain tax positions as of September 30, 2020 with respect to withholding taxes on certain prior year intercompany dividends made in Europe.
In the first quarter of 2020, White Mountains adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC 740) (“ASU 2019-12”). For periods subsequent to the adoption of ASU 2019-12, White Mountains records both the tax expense related to BAM’s MSC and the related valuation allowance on such taxes through the non-controlling interest equity. Prior to the adoption of ASU 2019-12, White Mountains recorded the tax expense related to BAM’s MSC directly to non-controlling interest equity, while the valuation allowance on such taxes was recorded through the income statement.
White Mountains’s income tax expense related to pre-tax income from continuing operations for the three and nine months ended September 30, 2020 represented an effective tax rate of 31% and 34%. The effective tax rate for the three and nine months ended September 30, 2020 was different from the U.S. statutory rate of 21%, due to tax expense associated with the reorganization of the Guilford Holdings, Inc. consolidated U.S. tax group (“Guilford”) in preparation for the MediaAlpha IPO and state income taxes, partially offset by income generated in jurisdictions with lower tax rates than the United States. The additional tax expense consisted of withholding taxes and the establishment of a partial valuation allowance on deferred tax assets of various service companies, other entities and investments that are included in the Other Operations segment. See Note 6 — “Income Taxes”.
White Mountains’s income tax expense related to pre-tax income from continuing operations in the three and nine months ended September 30, 2019 represented an effective tax rate of 17% and 5%. The effective tax rate in the three and nine months ended September 30, 2019 was different from the U.S. statutory rate of 21.0%, due to income generated in jurisdictions with lower tax rates than the United States, state income taxes and a tax benefit recorded at BAM. Also, the effective tax rate for the first nine months of 2019 was different from the U.S. statutory rate of 21.0%, due to the release of a full valuation allowance on the net deferred tax assets of Guilford. Guilford includes Kudu, its investment in MediaAlpha, various service companies and certain other entities and investments that are included in the Other Operations segment. For BAM, MSC and the related taxes thereon, were recorded directly to non-controlling interest equity, while the valuation allowance on such taxes was recorded through the income statement. In the three and nine months ended September 30, 2019, BAM recorded a tax benefit of $4 million and $7 million associated with the valuation allowance on taxes related to MSC that is included in the effective tax rate. See Note 6 — “Income Taxes”.
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LIQUIDITY AND CAPITAL RESOURCES
Operating Cash and Short-term Investments
Holding Company Level
The primary sources of cash for the Company and certain of its intermediate holding companies are expected to be distributions from its operating subsidiaries, net investment income, proceeds from sales, repayments and maturities of investments, capital raising activities and, from time to time, proceeds from sales of operating subsidiaries. The primary uses of cash are expected to be general and administrative expenses, purchases of investments, payments to tax authorities, payments on and repurchases/retirements of its debt obligations, dividend payments to holders of the Company’s common shares, distributions to non-controlling interest holders of consolidated subsidiaries, contributions to operating subsidiaries and, from time to time, purchases of operating subsidiaries and repurchases of the Company’s common shares.
Operating Subsidiary Level
The primary sources of cash for White Mountains’s operating subsidiaries are expected to be commissions, fees and premium collections, net investment income, proceeds from sales, repayments and maturities of investments, contributions from holding companies and capital raising activities. The primary uses of cash are expected to be general and administrative expenses, broker commission expenses, costs of sales, insurance acquisition expenses, loss payments, purchases of investments, payments to tax authorities, payments on and repurchases/retirements of its debt obligations, distributions made to holding companies, distributions to non-controlling interest holders and, from time to time, purchases of operating subsidiaries.
Both internal and external forces influence White Mountains’s financial condition, results of operations and cash flows. Premium and fee levels, loss payments, cost of sales and investment returns may be impacted by changing rates of inflation and other economic conditions. Some time may lapse between the occurrence of an insured loss, the reporting of the loss to White Mountains’s operating subsidiaries and the settlement of the liability for that loss. The exact timing of the payment of losses and benefits cannot be predicted with certainty.
Management believes that White Mountains’s cash balances, cash flows from operations and routine sales and maturities of investments are adequate to meet expected cash requirements for the foreseeable future on both a holding company and operating subsidiary level.
Dividend Capacity
The following is a description of the dividend capacity of White Mountains’s reinsurance and other operating subsidiaries:
HG Global/BAM
As of September 30, 2020, HG Global had $619 million face value of preferred shares outstanding, of which White Mountains owned 96.9%. Holders of the HG Global preferred shares receive cumulative dividends at a fixed annual rate of 6.0% on a quarterly basis, when and if declared by HG Global. During the nine months ended September 30, 2020, HG Global declared and paid a $23 million preferred dividend, of which White Mountains received $22 million. As of September 30, 2020, HG Global has accrued $363 million of dividends payable to holders of its preferred shares, $350 million of which is payable to White Mountains and is eliminated in consolidation. As of September 30, 2020, HG Global and its subsidiaries had $1 million of cash and investments outside of HG Re.
HG Re is a Special Purpose Insurer subject to regulation and supervision by the BMA, but it does not require regulatory approval to pay dividends. However, HG Re’s dividend capacity is limited to amounts held outside of the Collateral Trusts pursuant to the FLRT with BAM. As of September 30, 2020, HG Re had $763 million of statutory capital and surplus and $814 million of assets held in the Collateral Trusts pursuant to the FLRT with BAM.
On a monthly basis, BAM deposits cash equal to ceded premiums, net of ceding commissions, due to HG Re under the FLRT directly into the Regulation 114 Trust. The Regulation 114 Trust target balance is equal to gross ceded unearned premiums and unpaid ceded loss and LAE expenses, if any. If, at the end of any quarter, the Regulation 114 Trust balance is below the target balance, funds will be withdrawn from the Supplemental Trust and deposited into the Regulation 114 Trust in an amount equal to the shortfall. If, at the end of any quarter, the Regulation 114 Trust balance is above 102% of the target balance, funds will be withdrawn from the Regulation 114 Trust and deposited into the Supplemental Trust.
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The Supplemental Trust Target Balance is $603 million, less the amount of cash and securities in the Regulation 114 Trust in excess of its target balance. If, at the end of any quarter, the Supplemental Trust balance exceeds the Supplemental Trust Target Balance, such excess may be distributed to HG Re. The distribution will be made first as an assignment of accrued interest on the BAM Surplus Notes and second in cash and/or fixed income securities. As the BAM Surplus Notes are repaid over time, the BAM Surplus Notes will be replaced in the Supplemental Trust by cash and fixed income securities.
As of September 30, 2020, HG Re had $13 million of cash and investments and $116 million of accrued interest on the BAM Surplus Notes held outside the Collateral Trusts.
Effective January 1, 2014, HG Global and BAM agreed to change the interest rate on the BAM Surplus Notes for the five years ending December 31, 2018 from a fixed rate of 8.0% to a variable rate equal to the one-year U.S. Treasury rate plus 300 basis points, set annually. In 2018, BAM exercised its option to extend the variable rate period for an additional three years and, during 2020, the interest rate is 4.6%. In January 2020, HG Global and BAM agreed to amend the BAM Surplus Notes to extend the end of the variable interest rate period until December 31, 2024. At the end of the variable rate period, the interest rate will be fixed at the higher of the then current variable rate or 8.0%. BAM is required to seek regulatory approval to pay interest and principal on the BAM Surplus Notes only to the extent that its remaining qualified statutory capital and other capital resources continue to support its outstanding obligations, its business plan and its “AA/stable” rating from Standard & Poor’s. No payment of principal or interest on the BAM Surplus Notes may be made without the approval of the NYDFS.
In January 2020, BAM made a $65 million special cash payment of principal and interest on the BAM Surplus Notes. Of this payment, $48 million was a repayment of principal held in the Supplemental Trust, $1 million was a payment of accrued interest held in the Supplemental Trust and $16 million was a payment of accrued interest held outside the Supplemental Trust.
NSM
During the nine months ended September 30, 2020, NSM did not make any distributions to its unitholders. As of September 30, 2020, NSM had $42 million of net unrestricted cash and short-term investments.
Kudu
During the nine months ended September 30, 2020, Kudu did not make any distributions to its unitholders. As of September 30, 2020, Kudu had $8 million of net unrestricted cash and short-term investments.
Other Operations
During the nine months ended September 30, 2020, White Mountains paid a $3 million common share dividend. As of September 30, 2020, the Company and its intermediate holding companies had $937 million of net unrestricted cash, short-term investments and fixed maturity investments, $141 million of common equity securities and $171 million of private equity funds and ILS funds.
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Financing
The following table presents White Mountains’s capital structure as of September 30, 2020 and December 31, 2019:
$ in Millions | September 30, 2020 | December 31, 2019 | ||||||
NSM Bank Facility, net of unamortized issuance costs | $ | 268.8 | $ | 217.4 | ||||
Other NSM debt, net of unamortized issuance costs | 1.4 | 1.8 | ||||||
Kudu Bank Facility, net of unamortized issuance costs | 71.0 | 53.6 | ||||||
Other Operations debt, net of unamortized issuance costs | 18.2 | 10.7 | ||||||
Total debt | 359.4 | 283.5 | ||||||
Non-controlling interests—excluding BAM | 31.9 | 29.9 | ||||||
Total White Mountains’s common shareholders’ equity | 3,407.7 | 3,261.5 | ||||||
Total capital | 3,799.0 | 3,574.9 | ||||||
Time-value discount on expected future payments on the BAM Surplus Notes (1) | (144.3 | ) | (151.6 | ) | ||||
HG Global’s unearned premium reserve (1) | 181.0 | 156.7 | ||||||
HG Global’s net deferred acquisition costs (1) | (49.5 | ) | (41.5 | ) | ||||
Total adjusted capital | $ | 3,786.2 | $ | 3,538.5 | ||||
Total debt to total adjusted capital | 9.5 | % | 8.0 | % | ||||
(1) Amount reflects White Mountains’s preferred share ownership in HG Global of 96.9%.
Management believes that White Mountains has the flexibility and capacity to obtain funds externally through debt or equity financing on both a short-term and long-term basis. However, White Mountains can provide no assurance that, if needed, it would be able to obtain additional debt or equity financing on satisfactory terms, if at all.
It is possible that, in the future, one or more of the rating agencies may lower White Mountains’s existing ratings. If one or more of its ratings were lowered, White Mountains could incur higher borrowing costs on future borrowings and its ability to access the capital markets could be impacted.
On April 7, 2020, NSM amended its secured credit facility (the “NSM Bank Facility”) with Ares Capital Corporation in connection with the acquisition of Kingsbridge. Under the amendment, the total commitment increased from $234 million, comprised of term loans totaling $224 million and a revolving credit loan commitment of $10 million, to $291 million, comprised of term loans totaling $276 million, including £43 million (approximately $52 million based upon the foreign exchange spot rate as of the date of the transaction) in a GBP term loan facility, and a revolving credit loan commitment of $15 million. The term loans under the NSM Bank Facility mature on May 11, 2026, and the revolving loan under the NSM Bank Facility matures on November 11, 2025.
Interest on the NSM Bank Facility accrues at a floating interest rate equal to the three-month LIBOR plus an applicable margin. In connection with the amendment, the reference rates for U.S. Dollar denominated borrowings increased. The USD-LIBOR rate floor increased from 1.0% to 1.25% and the margin over USD-LIBOR increased from a range of 4.25% to 4.75% to a range of 5.50% to 6.00%. For GBP denominated borrowings, the GBP-LIBOR rate floor is 1.25% and the margin over GBP-LIBOR ranges from 6.0% to 6.5%. The margins over the reference interest rates vary within the range depending on the consolidated total leverage ratio of NSM. As of September 30, 2020 and December 31, 2019 the weighted average interest rate on the NSM Bank Facility was 6.91% and 6.60%.
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The following table presents the change in debt under the NSM Bank Facility for the three and nine months ended September 30, 2020 and 2019:
NSM Bank Facility | Three Months Ended | Nine Months Ended | ||||||||||||||
September 30 | September 30 | |||||||||||||||
Millions | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Beginning balance | $ | 273.4 | $ | 222.3 | $ | 221.3 | $ | 180.4 | ||||||||
Term loans | ||||||||||||||||
Borrowings (1) | — | — | 52.4 | 42.9 | ||||||||||||
Repayments | (.7 | ) | (.4 | ) | (1.3 | ) | (1.4 | ) | ||||||||
Foreign currency translation | 2.3 | — | 2.6 | — | ||||||||||||
Revolving credit loan | ||||||||||||||||
Borrowings | — | — | — | 6.5 | ||||||||||||
Repayments | — | — | — | (6.5 | ) | |||||||||||
Ending balance | $ | 275.0 | $ | 221.9 | $ | 275.0 | $ | 221.9 | ||||||||
(1) Borrowings for the nine months ended September 30, 2020 included $52 for the funding of the acquisition of Kingsbridge. Borrowings for the nine months ended September 30, 2019, included $20 and $23 for the funding of the acquisitions of Embrace and the Renewal Rights.
As of September 30, 2020, the term loans had an outstanding balance of $275 million, including £43 million (approximately $52 million based upon the foreign exchange spot rate as of the date of the transaction) in a GBP term loan, and the revolving credit loan was undrawn.
On June 15, 2018, NSM entered into an interest rate swap agreement to hedge its exposure to interest rate risk on $151 million of its USD denominated variable rate term loans. Under the terms of the swap agreement, NSM pays a fixed rate of 2.97% and receives a variable rate, which is reset monthly, based on then-current USD-LIBOR. As of September 30, 2020, the variable rate received by NSM under the swap agreement was 1.00%. As of September 30, 2020, the interest rate, including the effect of the swap, for the outstanding term loans of $148 million that are hedged by the swap was 8.72%, excluding the effect of debt issuance costs.
For the nine months ended September 30, 2020, the weighted average effective interest rate on the outstanding term loans of $148 million that are hedged by the swap, excluding the effect of the swap, was 6.84%. The weighted average effective interest rate on the outstanding term loans of $127 million that are unhedged was 7.03%. The effective interest rate on the total outstanding term loans under the NSM Bank Facility of $275 million was 6.98%, excluding the effect of debt issuance costs.
On June 4, 2020, NSM entered into an interest rate cap agreement to limit its exposure to the risk of interest rate increases on the GBP denominated term loan. The notional amount of the interest rate cap is £43 million (approximately $52 million based upon the foreign exchange spot rate as the date of the transaction) and the termination date is June 4, 2022. On August 18, 2020, NSM entered into a separate interest rate cap agreement to effectively extend the term of the original interest rate cap agreement by one year. The second interest rate cap agreement has an effective date of June 15, 2022 and a termination date of June 15, 2023. Under the terms of the interest rate cap agreements, if the current GBP-LIBOR at the measurement date exceeds 1.25%, NSM will receive payments from the counterparty equal to the then-current GBP-LIBOR rate, less the 1.25% cap rate.
The NSM Bank Facility is secured by all property of the loan parties and contains various affirmative, negative and financial covenants that White Mountains considers to be customary for such borrowings, including a maximum consolidated total leverage ratio covenant.
NSM also has a secured term loan related to its U.K. vertical. As of September 30, 2020, the secured term loan had an outstanding balance of $2 million and a maturity date of December 31, 2022.
On December 23, 2019, Kudu entered into a secured credit facility (the “Kudu Bank Facility”) with Monroe Capital Management Advisors, LLC to provide funding for distributions to unitholders and fund new investments and related transaction expenses. As of September 30, 2020, the Kudu Bank Facility has a maximum borrowing capacity of $124 million, which is comprised of a revolving credit loan commitment of $5 million, an initial term loan of $57 million and a delayed-draw term loan of $62 million. The term loans and revolving credit loans, under the Kudu Bank Facility, mature in 2025.
During the first nine months of 2020, Kudu borrowed $17 million in term loans under and the Kudu Bank Facility and made no prepayments. As of September 30, 2020, the term loans had an outstanding balance of $74 million and the revolving credit loan was undrawn.
Interest on the Kudu Bank Facility accrues at a floating interest rate equal to the greater of the one-month USD-LIBOR and 1.0% or the Prime Rate plus 1.0%, plus in each case, an applicable margin. The margin over USD-LIBOR may vary between 5.50% and 6.25% and the margin over the Base Rate may vary between 4.50% and 5.25%, depending on the consolidated total leverage ratio of the borrower.
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The Kudu Bank Facility is secured by all property of the loan parties and contains various affirmative, negative and financial covenants that White Mountains considers to be customary for such borrowings, including a maximum consolidated total leverage ratio covenant.
As of September 30, 2020, debt in White Mountains’s Other Operations segment consisted of two secured credit facilities. The first credit facility has a maximum borrowing capacity of $16 million, which is comprised of a term loan of $11 million, a delayed-draw term loan of $3 million and a revolving credit loan commitment of $2 million, all with a maturity date of March 12, 2024. As of September 30, 2020, the term loans had an outstanding balance of $10 million and the revolving credit loan was undrawn. The second credit facility has a maximum borrowing capacity of $15 million, which is comprised of a term loan of $9 million, a delayed-draw term loan of $4 million and a revolving credit loan commitment of $2 million, all with a maturity date of July 2, 2025. As of September 30, 2020, the term loans had an outstanding balance of $9 million and the revolving credit loan was undrawn.
Covenant Compliance
As of September 30, 2020, White Mountains was in compliance in all material respects with all of the covenants under all of its debt instruments.
NSM Bank Facility
The consolidated total leverage ratio in the NSM Bank Facility is determined by dividing NSM’s debt by its EBITDA, both as defined in the NSM Bank Facility.
Debt is defined to include indebtedness for borrowed money, due and payable earnouts on permitted acquisitions and various other adjustments specified in the NSM Bank Facility, less unrestricted cash and cash equivalents (“Bank Debt”). NSM’s Bank Debt was $234 million as of September 30, 2020.
EBITDA is defined to include adjusted EBITDA (see NON-GAAP FINANCIAL MEASURES on page 78) plus additional adjustments (i) to exclude certain expenses not already excluded from adjusted EBITDA as specified in NSM’s Bank Facility and (ii) to include/exclude historical earnings of acquired/disposed companies (“Bank EBITDA”). NSM’s Bank EBITDA was $61 million for the trailing twelve months ended September 30, 2020.
The maximum consolidated total leverage ratio covenant was 6.0x. NSM’s actual consolidated total leverage ratio as of September 30, 2020 was 3.8x.
Share Repurchases
White Mountains’s board of directors has authorized the Company to repurchase its common shares from time to time, subject to market conditions. The repurchase authorizations do not have a stated expiration date. As of September 30, 2020, White Mountains may repurchase an additional 542,517 shares under these board authorizations. In addition, from time to time White Mountains has also repurchased its common shares through tender offers that were separately approved by its board of directors.
In the third quarter of 2020 and the third quarter of 2019, White Mountains did not repurchase any of its common shares.
During the nine months ended September 30, 2020, White Mountains repurchased and retired 99,087 of its common shares for $85 million, at an average share price of $859, which was approximately 78% of White Mountains’s September 30, 2020 adjusted book value per share. The average share price paid was approximately 76% of White Mountains’s September 30, 2020 adjusted book value per share including the effect of marking the value of White Mountains’s investment in MediaAlpha to the IPO price of $19.00 per share and giving effect to a related internal reorganization in October. Of the shares White Mountains repurchased in the first nine months of 2020, 5,899 were to satisfy employee income tax withholding pursuant to employee benefit plans, which do not reduce the board authorization. During the nine months ended September 30, 2019, White Mountains repurchased and retired 5,679 of its common shares for $5 million, at an average share price of $858, which was approximately 85% of White Mountains’s September 30, 2019 adjusted book value per share. All of the shares White Mountains repurchased in the first nine months of 2019 were to satisfy employee income tax withholding pursuant to employee benefit plans.
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Cash Flows
Detailed information concerning White Mountains’s cash flows during the nine months ended September 30, 2020 and 2019 follows:
Cash flows from operations for the nine months ended September 30, 2020 and September 30, 2019
Net cash (used for) provided from operations was $12 million in the nine months ended September 30, 2020, compared to $(73) million in the nine months ended September 30, 2019. The change in net cash (used for) provided by operations was driven primarily by the $55 million of net investment income received from MediaAlpha related to the dividend recapitalization and lower deployments by Kudu in the first nine months of 2020 compared to the first nine months of 2019. White Mountains does not believe these trends will have a meaningful impact on its future liquidity or its ability to meet its future cash requirements.
Cash flows from investing and financing activities for the nine months ended September 30, 2020
Financing and Other Capital Activities
During the nine months ended September 30, 2020, the Company declared and paid a $3 million cash dividend to its common shareholders.
During the nine months ended September 30, 2020, White Mountains repurchased and retired 99,087 of its common shares for $85 million, 5,899 of which were repurchased under employee benefit plans for statutory withholding tax payments.
During the nine months ended September 30, 2020, BAM received $47 million in MSC.
During the nine months ended September 30, 2020, BAM repaid $48 million of principal and paid $17 million of accrued interest on the BAM Surplus Notes.
During the nine months ended September 30, 2020, HG Global declared and paid $23 million of preferred dividends. White Mountains received $22 million of these dividends.
During the nine months ended September 30, 2020, NSM borrowed £43 million (approximately $52 million based upon the foreign exchange spot rate at the date of acquisition) for the Kingsbridge transaction in term loans under the NSM Bank Facility.
During the nine months ended September 30, 2020, Kudu borrowed $17 million in term loans under the Kudu Bank Facility.
Acquisitions and Dispositions
On April 7, 2020, NSM acquired 100% of Kingsbridge for £107 million (approximately $132 million based upon the foreign exchange spot rate at the date of acquisition) in upfront cash. White Mountains contributed $80 million to NSM and NSM borrowed £43 million (approximately $52 million based upon the foreign exchange spot rate at the date of acquisition) to fund the transaction.
On May 7, 2020 White Mountains made an additional $15 million investment in PassportCard/DavidShield.
Cash flows from investing and financing activities for the nine months ended September 30, 2019
Financing and Other Capital Activities
During the nine months ended September 30, 2019, the Company declared and paid a $3 million cash dividend to its common shareholders.
During the nine months ended September 30, 2019, White Mountains repurchased and retired 5,679 of its common shares for $5 million, all of which were repurchased under employee benefit plans for statutory withholding tax payments.
During the nine months ended September 30, 2019, BAM received $44 million in MSC.
During the nine months ended September 30, 2019, NSM borrowed $20 million for the Embrace transaction and $23 million for the Renewal Rights transaction, both as term loans under the NSM Bank Facility. Additionally, during the nine months ended September 30, 2019, NSM borrowed and repaid $7 million of revolving credit loans and repaid $1 million of term loans under the NSM Bank Facility.
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Acquisitions and Dispositions
On June 28, 2019, NSM acquired the Renewal Rights from AIG for $83 million. White Mountains contributed $59 million to NSM and NSM borrowed $23 million to fund the transaction.
On May 31, 2019, White Mountains acquired a 30% limited partnership interest in Elementum for $55 million. As part of the Elementum transaction, White Mountains also committed to invest $50 million in private equity funds managed by Elementum. As of September 30, 2019, White Mountains had invested $40 million in Elementum funds.
On April 4, 2019, White Mountains completed the Kudu Transaction for $81 million. In addition, White Mountains assumed all of Oaktree’s unfunded capital commitments to Kudu, increasing White Mountains’s total capital commitment to $250 million. During the nine months ended September 30, 2019, prior to the date of the Kudu Transaction, Kudu deployed $82 million, of which $41 million was from White Mountains.
On April 1, 2019, NSM acquired 100% of Embrace for $72 million, net of cash acquired. White Mountains contributed $58 million to NSM and NSM borrowed $20 million to fund the transaction.
On February 26, 2019, White Mountains received net cash proceeds of $89 million from the MediaAlpha Transaction.
NON-GAAP FINANCIAL MEASURES
This report includes 11 non-GAAP financial measures that have been reconciled to their most comparable GAAP financial measures.
Adjusted book value per share is a non-GAAP financial measure, which is derived by adjusting (i) the GAAP book value per share numerator and (ii) the common shares outstanding denominator, as described below.
The GAAP book value per share numerator is adjusted (i) to include a discount for the time value of money arising from the modeled 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.
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, was estimated to be $149 million, $151 million, $157 million and $137 million less than the nominal GAAP carrying values as of September 30, 2020, June 30, 2020, December 31, 2019 and September 30, 2019, respectively.
The value of HG Global’s unearned premium reserve, net of deferred acquisition costs, was $136 million, $131 million, $119 million and $122 million as of September 30, 2020, June 30, 2020, December 31, 2019 and September 30, 2019 respectively.
White Mountains believes these adjustments are useful to management and investors in analyzing the intrinsic value of HG Global, including the value of the BAM surplus notes and the value of the in-force business at HG Re, HG Global’s reinsurance subsidiary.
The denominator used in the calculation of adjusted book value per share equals the number of common shares outstanding, adjusted to exclude unearned restricted common shares, the compensation cost of which, at the date of calculation, has yet to be amortized. Restricted common shares are earned on a straight-line basis over their vesting periods. The reconciliation of GAAP book value per share to adjusted book value per share is included on page 51.
The book value per share and adjusted book value per share included on page 49 that reflect (i) the effect of revaluing White Mountains’s investment in MediaAlpha as of September 30, 2020 using the IPO price of $19.00 per share and the reversal of a $124 million deferred tax liability (“DTL”) resulting from a related internal reorganization completed in advance of the MediaAlpha IPO in October, and (ii) the effect of further revaluing White Mountains’s investment in MediaAlpha as of September 30, 2020 to the October month-end closing price of $33.83 per share, are non-GAAP financial measures. White Mountains believes these measures are useful to management and investors in analyzing the book value per share and adjusted book value per share of White Mountains because it reflects the value of its investment in MediaAlpha after giving effect to the MediaAlpha IPO and related internal reorganization. A reconciliation from GAAP to the amount reported is as follows:
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GAAP book value per share | Adjusted book value per share | |||||||
GAAP book value per share and adjusted book value per share, respectively, reported as of September 30, 2020 (see reconciliation on page 51) | $ | 1,098.56 | $ | 1,101.28 | ||||
Effect of revaluation of investment in MediaAlpha using the IPO price of $19.00 per share (1) | (6.80 | ) | (6.85 | ) | ||||
Reversal of DTL as of September 30, 2020 | 39.95 | 40.20 | ||||||
Value per share including the revaluation of investment in MediaAlpha using the IPO price of $19.00 per share (1) and the reversal of the DTL as of September 30, 2020 | 1,131.71 | 1,134.63 | ||||||
Effect of revaluation of investment in MediaAlpha from the IPO price of $19.00 per share to the October month-end closing price of $33.83 per share | 98.16 | 98.77 | ||||||
Value per share including the revaluation of investment in MediaAlpha using October month-end closing price of $33.83 per share (1) and the reversal of the DTL as of September 30, 2020 | $ | 1,229.87 | $ | 1,233.40 | ||||
(1) Includes impact of (i) dilution from shares issued to MediaAlpha’s management concurrent with the IPO and (ii) underwriting fees paid on shares sold in the IPO.
Gross written premiums and MSC from new business is a non-GAAP financial measure, which is derived by adjusting gross written premiums and MSC collected (i) to include the present value of future installment MSC not yet collected and (ii) to exclude the impact of gross written premium adjustments related to policies closed in prior periods. White Mountains believes these adjustments are useful to management and investors in evaluating the volume and pricing of new business closed during the period. The reconciliation from GAAP gross written premiums to gross written premiums and MSC from new business is included on page 57.
NSM’s EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is a non-GAAP financial measure that excludes interest expense on debt, income tax expense (benefit), depreciation and amortization from GAAP net income (loss). Adjusted EBITDA is a non-GAAP financial measure that excludes certain other items in GAAP net income (loss) in addition to those excluded from EBITDA. The adjustments relate to (i) change in fair value of contingent consideration earnout liabilities, (ii) non-cash equity-based compensation expense, (iii) impairments of intangible assets, (iv) acquisition-related transaction expenses, (v) fair value purchase accounting adjustment for deferred revenue, (vi) investments made in the development of new business lines and (vii) restructuring expenses. A description of each follows:
• | Change in fair value of contingent consideration earnout liabilities - Earnout liabilities are amounts payable to the sellers of businesses purchased by NSM that are contingent on the earnings of such businesses in periods subsequent to their acquisition. Under GAAP, earnout liabilities are initially recorded at fair value as part of purchase accounting, with the periodic change in the fair value of these liabilities recorded as income or an expense. |
• | Non-cash equity-based compensation expense - Represents non-cash expenses related to NSM’s management compensation emanating from the grants of equity units. |
• | Impairments of intangible assets - Represents expense related to NSM’s write-off of intangible assets. For the periods presented, the impairments related primarily to NSM’s write-off of intangible assets in its U.K. vertical. The impairments related to lower premium volumes, including due to the impact of the COVID-19 pandemic, and certain reorganization initiatives in the U.K. vertical. |
• | Acquisition-related transaction expenses - Represents costs directly related to NSM’s transactions to acquire businesses, such as transaction-related compensation, banking, accounting and external lawyer fees, which are not capitalized and are expensed under GAAP. |
• | Fair value purchase accounting adjustment for deferred revenue - Represents the amount of deferred revenue that had already been collected but subsequently written down in connection with establishing the fair value of deferred revenue as part of NSM’s purchase accounting for Embrace. |
• | Investments made in the development of new business lines - Represents the net loss related to the start-up of newly established lines of business, which NSM views as investments. For the periods presented, this adjustment relates primarily to NSM’s investment expenditures, net of revenues generated, in the organic development of (i) its pet insurance line and (ii) its MGA in the United Kingdom. In 2019, NSM decided to cease investment in the organic development of its pet insurance line and, instead, to acquire Embrace. |
• | Restructuring expenses - Represents expenses associated with eliminating redundant work force and facilities that often arise as a result of NSM’s post-acquisition integration strategies. |
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White Mountains believes that these non-GAAP financial measures are useful to management and investors in evaluating NSM’s performance. The reconciliation of NSM’s GAAP net income (loss) to EBITDA and adjusted EBITDA is included on page 62.
Kudu's EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is a non-GAAP financial measure that excludes interest expense on debt, income tax expense (benefit), depreciation and amortization of other intangible assets from GAAP net income (loss). Adjusted EBITDA is a non-GAAP financial measure that excludes certain other items in GAAP net income (loss) in addition to those excluded from EBITDA. The adjustments relate to (i) net unrealized investment (gains) losses on Kudu's Participation Contracts, (ii) non-cash equity-based compensation expense and (iii) acquisition-related transaction expenses. A description of each adjustment follows:
• | Net unrealized investment (gains) losses - Represents net unrealized investment gains and losses recorded on Kudu's Participation Contracts, which are recorded at fair value under GAAP. |
• | Non-cash equity-based compensation expense - Represents non-cash expenses related to Kudu's management compensation that are settled with equity units in Kudu. |
• | Acquisition-related transaction expenses - Represents costs directly related to Kudu's transactions to acquire Participation Contracts, such as external lawyer, banker, consulting and placement agent fees, which are not capitalized and are expensed under GAAP. |
White Mountains believes that these non-GAAP financial measures are useful to management and investors in evaluating Kudu’s performance. The reconciliation of Kudu’s GAAP net income (loss) to EBITDA and adjusted EBITDA is included on page 65.
Total consolidated portfolio returns excluding MediaAlpha, common equity securities and other long-term investment returns excluding MediaAlpha and other long-term investments return excluding MediaAlpha are non-GAAP financial measures that remove the net investment income and unrealized investment gains from White Mountains’s investment in MediaAlpha in the three and nine months ended September 30, 2020 and 2019. White Mountains believes these measures to be useful to management and investors by making the returns in the prior period comparable to the current period. A reconciliation from GAAP to the reported percentages is as follows:
For the Three Months Ended September 30, 2020 | For the Nine Months Ended September 30, 2020 | |||||||||||||||||
GAAP Returns | Remove MediaAlpha | Returns - Excluding MediaAlpha | GAAP Returns | Remove MediaAlpha | Returns - Excluding MediaAlpha | |||||||||||||
Total consolidated portfolio returns | 13.5 | % | (10.7 | )% | 2.8 | % | 15.4 | % | (12.6 | )% | 2.8 | % | ||||||
Common equity securities and other long-term investments returns | 34.2 | % | (28.8 | )% | 5.4 | % | 33.5 | % | (32.6 | )% | 0.9 | % | ||||||
Other long-term investments returns | 36.6 | % | (34.6 | )% | 2.0 | % | 40.8 | % | (42.2 | )% | (1.4 | )% | ||||||
For the Three Months Ended September 30, 2019 | For the Nine Months Ended September 30, 2019 | |||||||||||||||||
GAAP Returns | Remove MediaAlpha | Returns - Excluding MediaAlpha | GAAP Returns | Remove MediaAlpha | Returns - Excluding MediaAlpha | |||||||||||||
Total consolidated portfolio returns | 3.1 | % | (1.3 | )% | 1.8 | % | 15.9 | % | (6.0 | )% | 9.9 | % | ||||||
Common equity securities and other long-term investments returns | 5.1 | % | (2.6 | )% | 2.5 | % | 27.6 | % | (13.3 | )% | 14.3 | % | ||||||
Other long-term investments returns | 8.7 | % | (4.5 | )% | 4.2 | % | 44.0 | % | (40.2 | )% | 3.8 | % | ||||||
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Total capital at White Mountains is comprised of White Mountains’s common shareholders’ equity, debt and non-controlling interests other than non-controlling interests attributable to BAM. Total adjusted capital is a non-GAAP financial measure, which is derived by adjusting total capital (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. The reconciliation of total capital to total adjusted capital is included on page 74.
CRITICAL ACCOUNTING ESTIMATES
Refer to the Company’s 2019 Annual Report on Form 10-K for a complete discussion regarding White Mountains’s critical accounting estimates. The following presents an update to Fair Value Measurements as of September 30, 2020.
Fair Value Measurements
General
White Mountains records certain assets and liabilities at fair value in its consolidated financial statements, with changes therein recognized in current period earnings. In addition, White Mountains discloses estimated fair value for certain liabilities measured at historical or amortized cost. 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 (an exit price) at a particular measurement date. Fair value measurements are categorized into a hierarchy that distinguishes between inputs based on market data from independent sources (“observable inputs”) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (“unobservable inputs”). Quoted prices in active markets for identical assets have the highest priority (“Level 1”), followed by observable inputs other than quoted prices including prices for similar but not identical assets or liabilities (“Level 2”), and unobservable inputs, including the reporting entity’s estimates of the assumptions that market participants would use, having the lowest priority (“Level 3”).
Assets and liabilities carried at fair value include substantially all of the investment portfolio, and derivative instruments, both exchange-traded and over the counter instruments. Valuation of assets and liabilities measured at fair value require management to make estimates and apply judgment to matters that may carry a significant degree of uncertainty. In determining its estimates of fair value, White Mountains uses a variety of valuation approaches and inputs. Whenever possible, White Mountains estimates fair value using valuation methods that maximize the use of quoted market prices or other observable inputs. Where appropriate, assets and liabilities measured at fair value have been adjusted for the effect of counterparty credit risk.
Invested Assets
White Mountains uses outside pricing services and brokers to assist in determining fair values. The outside pricing services White Mountains uses have indicated that they will only provide prices where observable inputs are available. As of September 30, 2020, approximately 62% of the investment portfolio recorded at fair value was priced based upon quoted market prices or other observable inputs.
Level 1 Measurements
Investments valued using Level 1 inputs include fixed maturity investments, primarily investments in U.S. Treasuries and short-term investments, which include U.S. Treasury Bills, and common equity securities. For investments in active markets, White Mountains uses the quoted market prices provided by outside pricing services to determine fair value.
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Level 2 Measurements
Investments valued using Level 2 inputs include fixed maturity investments which have been disaggregated into classes, including debt securities issued by corporations, municipal obligations and mortgage and asset-backed securities. Investments valued using Level 2 inputs also include certain passive ETFs that track U.S. stock indices such as the S&P 500 Index, but are traded on foreign exchanges, which White Mountains values using the fund manager’s published net asset value per share (“NAV”) to account for the difference in market close times.
In circumstances where quoted market prices are unavailable or are not considered reasonable, White Mountains estimates the fair value using industry standard pricing methodologies and observable inputs such as benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, credit ratings, prepayment speeds, reference data including research publications and other relevant inputs. Given that many fixed maturity investments do not trade on a daily basis, the outside pricing services evaluate a wide range of fixed maturity investments by regularly drawing parallels from recent trades and quotes of comparable securities with similar features. The characteristics used to identify comparable fixed maturity investments vary by asset type and take into account market convention.
White Mountains’s process to assess the reasonableness of the market prices obtained from the outside pricing sources covers substantially all of its fixed maturity investments and includes, but is not limited to, the evaluation of pricing methodologies and a review of the pricing services’ quality control procedures on at least an annual basis, a comparison of its invested asset prices obtained from alternate independent pricing vendors on at least a semi-annual basis, monthly analytical reviews of certain prices and a review of the underlying assumptions utilized by the pricing services for select measurements on an ad hoc basis throughout the year. White Mountains also performs back-testing of selected investment sales activity to determine whether there are any significant differences between the market price used to value the security prior to sale and the actual sale price of the security on an ad-hoc basis throughout the year. Prices provided by the pricing services that vary by more than $0.5 million and 5% from the expected price based on these assessment procedures are considered outliers, as are prices that have not changed from period to period and prices that have trended unusually compared to market conditions. In circumstances where the results of White Mountains’s review process does not appear to support the market price provided by the pricing services, White Mountains challenges the vendor provided price. If White Mountains cannot gain satisfactory evidence to support the challenged price, White Mountains will rely upon its own internal pricing methodologies to estimate the fair value of the security in question. The valuation process described above is generally applicable to all of White Mountains’s fixed maturity investments.
Level 3 Measurements
Fair value estimates for investments that trade infrequently and have few or no quoted market prices or other observable inputs are classified as Level 3 measurements. Investments valued using Level 3 fair value estimates are based upon unobservable inputs and include investments in certain fixed maturity investments, common equity securities and other long-term investments where quoted market prices or other observable inputs are unavailable or are not considered reliable or reasonable.
Level 3 valuations are generated from techniques that use assumptions not observable in the market. These unobservable inputs reflect White Mountains’s assumptions of what market participants would use in valuing the investment. In certain circumstances, investment securities may start out as Level 3 when they are originally issued, but as observable inputs become available in the market, they may be reclassified to Level 2. Transfers of securities between levels are based on investments held as of the beginning of the period.
Other Long-Term Investments
As of September 30, 2020, White Mountains owned a portfolio of other long-term investments valued at $1.2 billion, including unconsolidated entities, Kudu’s Participation Contracts, private equity funds, ILS funds and private debt instruments. As of September 30, 2020, $1 billion of White Mountains’s other long-term investments, including unconsolidated entities, Kudu’s Participation Contracts and private debt instruments were classified as Level 3 investments in the GAAP fair value hierarchy, were not actively traded in public markets and did not have readily observable market prices. The determination of the fair value of these securities involves significant management judgment, and the use of valuation models and assumptions that are inherently subjective and uncertain. As of September 30, 2020, $171 million of White Mountains’s other long-term investments, including private equity funds and ILS funds, were valued at fair value using NAV as a practical expedient. Investments for which fair value is measured at NAV using the practical expedient are not classified within the fair value hierarchy.
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White Mountains may use a variety of valuation techniques to determine fair value depending on the nature of the investment, including a discounted cash flow analysis, market multiple approach, cost approach and/or liquidation analysis. On an ongoing basis, White Mountains also considers qualitative changes in facts and circumstances, which may impact the valuation of unconsolidated entities, including economic and market changes in relevant industries, changes to the entity’s capital structure, business strategy and key personnel, and any recent transactions relating to the unconsolidated entity. On a quarterly basis, White Mountains evaluates the most recent qualitative and quantitative information of the business and completes a fair valuation analysis for all Level 3 other long-term investments. Periodically, and at least on an annual basis, White Mountains uses a third-party valuation firm to complete an independent valuation analysis of significant unconsolidated entities.
As of September 30, 2020, White Mountains’s most significant other long-term investments that are valued using Level 3 measurements include MediaAlpha, Kudu’s Participation Contracts and PassportCard/DavidShield.
Valuation of MediaAlpha
As of September 30, 2020, White Mountains valued its investment in MediaAlpha using a probability-weighted expected return method (“PWERM”). Under the PWERM, MediaAlpha’s valuation is based on the probability-weighted present value of expected future equity values under two possible future scenarios: (i) an IPO or (ii) remaining a private company. To determine the equity value in the IPO scenario, the value of the company was calculated using forward market multiples derived from a range of relevant companies and applied to MediaAlpha’s projected financial metrics. To determine the equity value in the remaining a private company scenario, the value of the company was calculated using a discounted cash flow model. The discounted cash flow model includes key inputs such as projections of future revenues and earnings, a discount rate and a terminal revenue growth rate. The expected future cash flows are based on management judgment, considering current performance, budgets and projected future results. The discount rates reflect MediaAlpha’s weighted average cost of capital considering comparable public company data, adjusted for risks specific to the business and industry. The terminal revenue growth rate is based on company, industry and macroeconomic expectations of perpetual revenue growth subsequent to the end of the discrete period in the discounted cash flow analysis.
White Mountains assessed the expected future equity values under various possible future scenarios as of September 30, 2020 and concluded that a probability weighting of 65% to an IPO and 35% to remaining a private company was appropriate for the PWERM as of September 30, 2020. White Mountains also concluded that a forward revenue exit multiple of 2 times was appropriate for the IPO scenario and a discount rate of 13% and a terminal revenue growth rate of 4% was appropriate for the remaining a private company scenario for the valuation of its investment in MediaAlpha as of September 30, 2020. Utilizing these assumptions, White Mountains determined that the fair value of its investment in MediaAlpha was $475 million as of September 30, 2020.
With a PWERM, changes to probability-weightings assigned to the IPO and remaining a private company scenarios may result in significant changes to fair value. The following table presents the estimated effect on the fair value of White Mountains’s investment in MediaAlpha as of September 30, 2020, resulting from changes in the IPO scenario probability weightings and valuation assumptions:
$ in Billions | IPO Scenario Probability | |||||||||||||||||||
IPO Valuation Assumptions | 55% | 60% | 65% | 70% | 75% | |||||||||||||||
$1.1 | $ | 428 | $ | 432 | $ | 432 | $ | 437 | $ | 442 | ||||||||||
$1.2 | $ | 461 | $ | 466 | $ | 475 | $ | 481 | $ | 490 | ||||||||||
$1.4 | $ | 505 | $ | 515 | $ | 529 | $ | 539 | $ | 548 | ||||||||||
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Valuation of Kudu’s Participation Contracts
Kudu’s Participation Contracts comprise non-controlling equity interests in the form of revenue and earnings participation contracts. On a quarterly basis, White Mountains values each of Kudu’s Participation Contracts using discounted cash flow models. The valuation models include key inputs such as projections of future revenues and earnings of Kudu’s clients, a discount rate and a terminal cash flow exit multiple. The expected future cash flows are based on management judgment, considering current performance, budgets and projected future results. The discount rates reflect the weighted average cost of capital, considering comparable public company data, adjusted for risks specific to the business and industry. The terminal exit multiple is generally based on expectations of annual cash flow to Kudu from each of its clients in the terminal year of the cash flow model. In determining fair value, White Mountains considers factors such as performance of underlying products and vehicles, expected client growth rates, new fund launches, fee rates by products, capacity constraints, operating cash flow of underlying manager and other qualitative factors, including the assessment of key personnel.
As of September 30, 2020, the combined fair value of Kudu’s Participation Contracts was $326 million. The inputs to each discounted cash flow analysis vary depending on the nature of each client. As of September 30, 2020, White Mountains concluded that pre-tax discount rates in the range of 18% to 23%, and terminal cash flow exit multiples in the range of 6 to 12 times were appropriate for the valuations of Kudu’s Participation Contracts.
With a discounted cash flow analysis, small changes to inputs in a valuation model may result in significant changes to fair value. The following table presents the estimated effect on the fair value of Kudu’s Participation Contracts as of September 30, 2020, resulting from increases and decreases to the discount rates and terminal cash flow exit multiples used in the discounted cash flow analysis:
$ in Millions | Discount Rate(1) | |||||||||||||||||||
Terminal Exit Multiple | -2% | -1% | 18% - 23% | +1% | +2% | |||||||||||||||
+2 | $ | 388 | $ | 366 | $ | 347 | $ | 328 | $ | 311 | ||||||||||
+1 | $ | 375 | $ | 355 | $ | 336 | $ | 318 | $ | 302 | ||||||||||
6x - 12x | $ | 363 | $ | 343 | $ | 326 | $ | 308 | $ | 293 | ||||||||||
-1 | $ | 350 | $ | 332 | $ | 315 | $ | 299 | $ | 284 | ||||||||||
-2 | $ | 338 | $ | 321 | $ | 306 | $ | 291 | $ | 278 | ||||||||||
(1) Since Kudu’s Participation Contracts are not subject to corporate taxes within Kudu
Investment Management, LLC, pre-tax discount rates are applied to pre-tax cash flows in
determining fair values.
Valuation PassportCard/DavidShield
On a quarterly basis, White Mountains values its investment in PassportCard/DavidShield using a discounted cash flow model. The discounted cash flow valuation model includes key inputs such as projections of future revenues and earnings, a discount rate and a terminal revenue growth rate. The expected future cash flows are based on management judgment, considering current performance, budgets and projected future results. The discount rate reflects the weighted average cost of capital, considering comparable public company data, adjusted for risks specific to the business and industry. The terminal revenue growth rate is based on company, industry and macroeconomic expectations of perpetual revenue growth subsequent to the end of the discrete period in the discounted cash flow analysis.
When making its fair value selection, which is within a range of reasonable values derived from the discounted cash flow model, White Mountains considers all available information, including any relevant market multiples and multiples implied by recent transactions, facts and circumstances specific to PassportCard/DavidShield’s businesses and industries, and any infrequent or unusual results for the period.
White Mountains concluded that a discount rate of 23% and a terminal revenue growth rate of 4% was appropriate for the valuation of its investment in PassportCard/DavidShield as of September 30, 2020. Utilizing these assumptions, White Mountains determined that the fair value of its investment in PassportCard/DavidShield was $95 million as of September 30, 2020, which included the additional $15 million investment in PassportCard/DavidShield made during the second quarter of 2020.
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Premiums and commission revenues from travel insurance placed by PassportCard declined dramatically in the third quarter and first nine months of 2020 due to the COVID-19 pandemic. This decline was modestly offset by increased revenues from international private medical insurance placed by DavidShield. PassportCard/DavidShield expects these trends to continue until global travel resumes. As a result of the COVID-19 pandemic, during the third quarter of 2020, PassportCard/DavidShield curtailed its global expansion efforts.
With a discounted cash flow analysis, small changes to inputs in a valuation model may result in significant changes to fair value. The following table presents the estimated effect on the fair value of White Mountains’s investment in PassportCard/DavidShield as of September 30, 2020, resulting from changes in key inputs to the discounted cash flow analysis, including the discount rate and terminal revenue growth rate:
$ in Millions | Discount Rate | |||||||||||||||||||
Terminal Revenue Growth Rate | 21% | 22% | 23% | 24% | 25% | |||||||||||||||
4.5% | $ | 111 | $ | 103 | $ | 96 | $ | 90 | $ | 85 | ||||||||||
4.0% | $ | 109 | $ | 102 | $ | 95 | $ | 89 | $ | 84 | ||||||||||
3.5% | $ | 107 | $ | 100 | $ | 94 | $ | 88 | $ | 83 | ||||||||||
Other Long-term Investments - NAV
White Mountains’s portfolio of other long-term investments includes investments in private equity funds, hedge funds and ILS funds. White Mountains employs a number of procedures to assess the reasonableness of the fair value measurements for its private equity funds, hedge funds and ILS funds, including obtaining and reviewing periodic and audited annual financial statements as well as discussing each fund’s pricing with the fund manager throughout the year. However, since the fund managers do not provide sufficient information to evaluate the pricing methods and inputs for each underlying investment, White Mountains considers the inputs to be unobservable. The fair value of White Mountains’s private equity fund, hedge fund and ILS fund investments are generally determined using the fund manager’s NAV. In the event that White Mountains believes the fair value of a private equity fund, hedge fund or ILS fund differs from the NAV reported by the fund manager due to illiquidity or other factors, White Mountains will adjust the reported NAV to more appropriately represent the fair value of its investment in the private equity fund, hedge fund or ILS fund.
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FORWARD-LOOKING STATEMENTS
This report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this report which address activities, events or developments which White Mountains expects or anticipates will or may occur in the future are forward-looking statements. The words “could”, “will”, “believe”, “intend”, “expect”, “anticipate”, “project”, “estimate”, “predict” and similar expressions are also intended to identify forward-looking statements. These forward-looking statements include, among others, statements with respect to White Mountains’s:
• | change in book value or adjusted book value per share or return on equity; |
• | business strategy; |
• | financial and operating targets or plans; |
• | projections of revenues, income (or loss), earnings (or loss) per share, EBITDA, adjusted EBITDA, dividends, market share or other financial forecasts of White Mountains or its businesses; |
• | expansion and growth of its business and operations; and |
• | future capital expenditures. |
These statements are based on certain assumptions and analyses made by White Mountains in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform to its expectations and predictions is subject to risks and uncertainties that could cause actual results to differ materially from expectations, including:
• | the risks that are described from time to time in White Mountains’s filings with the Securities and Exchange Commission, including but not limited to White Mountains’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in Item 1A. Risk Factors on page 87 in this Form 10-Q; |
• | the market value of White Mountains’s investment in MediaAlpha; |
• | the trends and uncertainties from the COVID-19 pandemic; |
• | business opportunities (or lack thereof) that may be presented to it and pursued; |
• | actions taken by ratings agencies, such as financial strength or credit ratings downgrades or placing ratings on negative watch; |
• | the continued availability of capital and financing; |
• | deterioration of general economic, market or business conditions, including due to outbreaks of contagious disease (including the COVID-19 pandemic) and corresponding mitigation efforts; |
• | competitive forces, including the conduct of other insurers; |
• | changes in domestic or foreign laws or regulations, or their interpretation, applicable to White Mountains, its competitors or its customers; and |
• | other factors, most of which are beyond White Mountains’s control. |
Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by White Mountains will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, White Mountains or its business or operations. White Mountains assumes no obligation to publicly update any such forward-looking statements, whether as a result of new information, future events or otherwise.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Refer to White Mountains’s 2019 Annual Report on Form 10-K and in particular Item 7A. - “Quantitative and Qualitative Disclosures About Market Risk”.
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Item 4. | Controls and Procedures. |
The Principal Executive Officer (“PEO”) and the Principal Financial Officer (“PFO”) of White Mountains have evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the PEO and PFO have concluded that White Mountains’s disclosure controls and procedures are effective.
There were no significant changes with respect to the Company’s internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended September 30, 2020.
Part II. | OTHER INFORMATION |
Item 1. | Legal Proceedings. |
None.
Item 1A. Risk Factors.
We may be subject to greater volatility from our investment in MediaAlpha, which could materially adversely affect our results of operations and financial condition.
On October 30, 2020, MediaAlpha completed the MediaAlpha IPO. For periods subsequent to the MediaAlpha IPO, White Mountains’s investment in MediaAlpha will be valued based on the market value of MediaAlpha’s common stock. As a result, White Mountains’s reported book value per share and adjusted book value per share may be subject to greater volatility in the future, as the valuation of its investment in MediaAlpha based on the market value of MediaAlpha’s common stock could be more volatile than the valuation of its investment in MediaAlpha based on the private discounted cash flow model used in White Mountains’s financial statements in periods prior to the MediaAlpha IPO. Should there be a significant decrease in the market value of MediaAlpha’s common stock, it could materially adversely affect our results of operations and financial condition.
Item 2. | Issuer Purchases of Equity Securities. |
Months | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans (1) | Maximum Number of Shares that May Yet Be Purchased Under the Plans (1) | |||||||||
July 1-July 30, 2020 | 29,967 | $ | 890.02 | 29,967 | 547,234 | ||||||||
August 1-August 31, 2020 | 3,514 | $ | 881.31 | 3,514 | 543,720 | ||||||||
September 1-September 30, 2020 | 1,203 | $ | 819.85 | 1,203 | 542,517 | ||||||||
Total | 34,684 | $ | 886.70 | 34,684 | 542,517 | ||||||||
(1) White Mountains’s board of directors has authorized the Company to repurchase its common shares, from time to time, subject to market conditions. The repurchase authorizations do not have a stated expiration date.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. | Mine Safety Disclosures. |
None.
Item 5. | Other Information. |
None.
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Item 6. | Exhibits. |
(a) | Exhibit number | Name | ||||||
2.1 | — | |||||||
2.2 | — | |||||||
2.3 | — | |||||||
3.1 | — | |||||||
3.2 | — | |||||||
31.1 | — | |||||||
31.2 | — | |||||||
32.1 | — | |||||||
32.2 | — | |||||||
101 | — | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||
* | Included herein |
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.
WHITE MOUNTAINS INSURANCE GROUP, LTD. | ||||
(Registrant) | ||||
Date: | November 6, 2020 | By: /s/ J. Brian Palmer | ||
J. Brian Palmer | ||||
Managing Director and Chief Accounting Officer | ||||
88
Exhibit 31.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION PURSUANT TO RULE 13a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, G. Manning Rountree, certify that:
1. I have reviewed this quarterly report on Form 10-Q of White Mountains Insurance Group, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
November 6, 2020
By:
/s/ G. Manning Rountree
Chief Executive Officer
(Principal Executive Officer)
C-1
Exhibit 31.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION PURSUANT TO RULE 13a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Reid T. Campbell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of White Mountains Insurance Group, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
November 6, 2020
By:
/s/ Reid T. Campbell
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
C- 2
Exhibit 32.1
PRINCIPAL EXECUTIVE OFFICER
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of White Mountains Insurance Group, Ltd. (the “Company”), for the period ending September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, G. Manning Rountree, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
• | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and, |
• | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report. |
/s/ G. Manning Rountree | |
Chief Executive Officer (Principal Executive Officer) | |
November 6, 2020 | |
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Exhibit 32.2
PRINCIPAL FINANCIAL OFFICER
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of White Mountains Insurance Group, Ltd. (the “Company”), for the period ending September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Reid T. Campbell, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
• | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and, |
• | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report. |
/s/ Reid T. Campbell | |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
November 6, 2020 | |
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