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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
Commission File Number 001-33289
ENSTAR GROUP LIMITED
(Exact name of Registrant as specified in its charter)
BERMUDA
N/A
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (441) 292-3645
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Ordinary shares, par value $1.00 per share
ESGR
The NASDAQ Stock Market
LLC
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00%
ESGRP
The NASDAQ Stock Market
LLC
Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Share, Series D, Par Value $1.00 Per Share
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00%
ESGRO
The NASDAQ Stock Market
LLC
Perpetual Non-Cumulative Preferred Share, Series E, Par Value $1.00 Per Share
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☒ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ 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.
Large accelerated filer
☒
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As at May 4, 2022, the registrant had outstanding 16,445,812 voting ordinary shares and 1,597,712 non-voting convertible ordinary shares, each par value $1.00 per share.
Costs that are directly related to the successful efforts of acquiring new insurance contracts or renewing existing insurance contracts, and which principally consist of incremental costs such as: commissions, brokerage expenses, premium taxes and other fees incurred at the time that a contract or policy is issued.
ADC
Adverse development cover – A retrospective reinsurance arrangement that will insure losses in excess of an established reserve and provide protection up to a contractually agreed amount.
Adjusted BVPS
Adjusted book value per ordinary share - Non-GAAP financial measure calculated by dividing Enstar ordinary shareholders’ equity, adjusted to add the proceeds from assumed exercise of warrants, by the number of ordinary shares outstanding, adjusted for the exercise of warrants and equity awards granted and not yet vested. See “Non-GAAP Financial Measures” in Part I, Item 2 for reconciliation.
Adjusted RLE
Adjusted run-off liability earnings - Non-GAAP financial measure calculated by dividing adjusted prior period development by average adjusted net loss reserves. See “Non-GAAP Financial Measures” in Part I, Item 2 for reconciliation.
Adjusted ROE
Adjusted return on equity - Non-GAAP financial measure calculated by dividing adjusted operating income (loss) attributable to Enstar ordinary shareholders by adjusted opening Enstar ordinary shareholders’ equity. See “Non-GAAP Financial Measures” in Part I, Item 2 for reconciliation.
Adjusted TIR
Adjusted total investment return - Non-GAAP financial measure calculated by dividing adjusted total investment return by average adjusted total investable assets. See “Non-GAAP Financial Measures” in Part I, Item 2 for reconciliation.
AFS
Available-for-sale
AmTrust
AmTrust Financial Services, Inc.
Annualized
Calculation of the quarterly or year-to-date result multiplied by four and then divided by the number of quarters elapsed.
AOCI
Accumulated other comprehensive income
Arden
Arden Reinsurance Company Ltd.
Atrium
Atrium Underwriting Group Limited
BMA
Bermuda Monetary Authority
BSCR
Bermuda Solvency Capital Requirement
BVPS
Book value per ordinary share - GAAP financial measure calculated by dividing Enstar ordinary shareholders’ equity by the number of ordinary shares outstanding.
Citco
Citco III Limited
CLO
Collateralized loan obligation
Core Specialty
Core Specialty Insurance Holdings, Inc.
DCo
DCo LLC
Defendant A&E liabilities
Defendant asbestos and environmental liabilities - Non-insurance liabilities relating to amounts for indemnity and defense costs for pending and future claims, as well as amounts for environmental liabilities associated with our properties.
DCA
Deferred charge asset - The amount by which estimated ultimate losses payable exceed the premium consideration received at the inception of a retroactive reinsurance agreement and that are subsequently amortized over the estimated loss settlement period.
Dowling Funds
Dowling Capital Partners I, L.P. and Capital City Partners LLC
EB Trust
Enstar Group Limited Employee Benefit Trust
Enhanzed Re
Enhanzed Reinsurance Ltd.
Enstar
Enstar Group Limited and its consolidated subsidiaries
The exchange of a portion of our indirect interest in Northshore for all of the Trident V Funds’ indirect interest in StarStone U.S.
FAL
Funds at Lloyd's - A deposit in the form of cash, securities, letters of credit or other approved capital instrument that satisfies the capital requirement to support the Lloyd's syndicate underwriting capacity.
Funds held
The account created with premium due to the reinsurer pursuant to the reinsurance agreement, the balance of which is credited with investment income and losses paid are deducted.
Funds held by reinsured companies
Funds held, as described above, where we receive a fixed crediting rate of return on the assets held.
Funds held - directly managed
Funds held, as described above, where we receive the actual investment portfolio return on the assets held.
Future policyholder benefits
The liability relating to life reinsurance contracts, which are based on the present value of anticipated future cash flows and mortality rates.
Gate or side-pocket
A gate is the ability to deny or delay a redemption request, whereas a side-pocket is a designated account for which the investor loses its redemption rights.
Hillhouse Group
Hillhouse Capital Management, Ltd. and Hillhouse Capital Advisors, Ltd.
IBNR
Incurred but not reported - The estimated liability for unreported claims that have been incurred, as well as estimates for the possibility that reported claims may settle for amounts that differ from the established case reserves as well as the potential for closed claims to re-open. These provisions are shown net of reinsurance balances recoverable.
InRe Fund
InRe Fund, L.P.
Investable assets
The sum of total investments, cash and cash equivalents, restricted cash and cash equivalents and funds held
JSOP
Joint Share Ownership Program
LAE
Loss adjustment expenses
Lloyd's
This term may refer to either the society of individual and corporate underwriting members that pool and spread risks as members of one or more syndicates, or the Corporation of Lloyd’s, which regulates and provides support services to the Lloyd’s market
LPT
Loss Portfolio Transfer - Retroactive reinsurance transaction in which loss obligations that are already incurred are ceded to a reinsurer, subject to any stipulated limits
Monument Re
Monument Insurance Group Limited
Morse TEC
Morse TEC LLC
NAV
Net asset value
NCI
Noncontrolling interest
New business
Material transactions, other than business acquisitions, which generally take the form of reinsurance or direct business transfers.
Northshore
Northshore Holdings Limited
OLR
Outstanding loss reserves - Provisions for claims that have been reported and accrued but are unpaid at the balance sheet date.
Parent Company
Enstar Group Limited, excluding its consolidated subsidiaries
Policy buy-back
Similar to a commutation, for direct insurance contracts
pp
Percentage point(s)
PPD
Prior period development - Changes to loss estimates recognized in the current calendar year that relate to loss reserves established in previous calendar years.
Private equity funds
Investments in limited partnerships and limited liability companies
Q1
First quarter or three months ended March 31
Reinsurance to close (RITC)
A business transaction to transfer estimated future liabilities attached to a given year of account of a Lloyd's syndicate into a later year of account of either the same or different Lloyd's syndicate in return for a premium.
Reserves for losses and LAE
Management's best estimate of the ultimate cost of settling losses as of the balance sheet date. This includes OLR and IBNR.
Retroactive reinsurance
Contracts that provide indemnification for losses and LAE with respect to past loss events.
Run-off liability earnings – GAAP-based financial measure calculated by dividing prior period development by average net loss reserves.
RNCI
Redeemable noncontrolling interest
ROE
Return on equity - GAAP-based financial measure calculated by dividing net earnings (loss) attributable to Enstar ordinary shareholders by opening Enstar ordinary shareholders’ equity
Run-off
A line of business that has been classified as discontinued by the insurer that initially underwrote the given risk
Run-off portfolio
A group of insurance policies classified as run-off.
SASB
Sustainability Accounting Standards Board
SEC
U.S. Securities and Exchange Commission
SGL No. 1
SGL No. 1 Limited
SSHL
StarStone Specialty Holdings Limited
StarStone International
StarStone's non-U.S. operations
StarStone U.S.
StarStone U.S. Holdings, Inc. and its subsidiaries
Step Acquisition
The purchase of the entire equity interest in Enhanzed Re held by an affiliate of Hillhouse Capital Management Ltd and Hillhouse Capital Advisors, Ltd.
Stone Point
Stone Point Capital LLC
SUL
StarStone Underwriting Limited
TCFD
Task Force on Climate-Related Financial Disclosures
TIR
Total investment return - GAAP financial measure calculated by dividing total investment return recognized in earnings for the applicable period by average total investable assets
Trident V Funds
Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P.
U.S. GAAP
Accounting principles generally accepted in the United States of America
ULAE
Unallocated loss adjustment expenses - Loss adjustment expenses relating to run-off costs for the estimated payout of the run-off, such as internal claim management or associated operational support costs.
Unearned premium
The unexpired portion of policy premiums that will be earned over the remaining term of the insurance contract.
VIE
Variable interest entities
2021 Repurchase Program
An ordinary share repurchase program adopted by our Board of Directors on November 29, 2021, for the purpose of repurchasing a limited number of our ordinary shares, not to exceed $100 million in aggregate. This plan was fully utilized in April 2022.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context indicates otherwise, the terms "Enstar," "we," "us" or "our" mean Enstar Group Limited and its consolidated subsidiaries.
The following discussion and analysis of our financial condition as of March 31, 2022 and our results of operations for the three months ended March 31, 2022 and 2021 should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report and the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2021.
Some of the information contained in this discussion and analysis or included elsewhere in this quarterly report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing of events could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under "Cautionary Statement Regarding Forward-Looking Statements" and Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2 | Management's Discussion and Analysis | Operational Highlights
Operational Highlights
Our consolidated results for the three months ended March 31, 2022 reflect our continued progress on providing capital release solutions to our clients by acquiring and managing their run-off portfolios.
Operational highlights for the quarter include:
Agreed to assume $3.1 billion of loss reserves from Run-off Transactions
•On January 10, 2022 we entered into an agreement with Aspen Insurance Holdings Limited (“Aspen”) to assume $3.1 billion of net loss reserves in a LPT transaction, subject to a limit of $3.6 billion. An existing ADC between Aspen and us that closed in June 2020 will be absorbed into this LPT.
•As a result of this LPT, we will assume an incremental $2.4 billion of net loss reserves with a diverse mix of property, liability and specialty lines of business, in exchange for incremental premium of $2.4 billion,1 and assume claims control.
•This transaction is expected to close in the second quarter of 2022.
Redeployed funds into new Investment Opportunities
•Following the redemption and subsequent liquidation of the InRe Fund L.P. (the “InRe Fund”) in 2021, we have invested or committed the remaining proceeds into liquid and illiquid non-core assets in accordance with our strategic asset allocation.
For certain illiquid asset classes such as private equity, real estate equity and infrastructure equity, funds have been committed to the appointed manager. For these illiquid asset classes, our manager is deploying funds into liquid non-core asset classes while implementing a plan to rotate these investments into illiquid asset classes over time. We expect this rotation will be complete over the medium term.
Executed Capital Transactions
•We completed a $500 million junior subordinated notes offering in January 2022, the net proceeds of which were primarily used to fund the payment at maturity of the outstanding $280 million aggregate principal amount of our senior notes, which matured on March 10, 2022. We intend to use the remaining net proceeds for general corporate purposes, including, but not limited to, funding our acquisitions, working capital and other business opportunities.
•Under our 2021 Repurchase Program, we repurchased 162,134 voting ordinary shares in the quarter for $42 million, representing an average price per share of $257.49 and a weighted average discount to our net book value per ordinary share of 18.6%. As of March 31, 2022, we had repurchased $83 million of our ordinary shares of the $100 million authorized under the 2021 Repurchase Program.
ESG Initiatives
•We made progress on our environmental, social and governance ("ESG") strategy. In the first quarter of 2022, we published our inaugural Corporate Sustainability Report, a Sustainability Accounting Standards Board (“SASB”) Report and a Task Force on Climate-Related Financial Disclosures (“TCFD”) Report.
We also announced a partnership with two U.K.-based women’s sports teams as part of our commitment to championing diversity and equality for women. Our ESG strategy remains focused on addressing climate change, sustainable investing, and developing our human capital. We believe that our achievements to date, in addition to our ongoing and future priorities, will benefit the communities we have a presence in and are an investment in our long-term value.
1 The amount of net loss reserves assumed, as well as the premium and limit amounts provided in the LPT agreement, will be adjusted for claims paid between October 1, 2021 and the closing date of the transaction pursuant to terms of the contract.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 7
Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations
Overall Measures of Performance
All percentages in the below charts are annualized.
BVPS and Adjusted BVPS* decreased by 9.4% and 9.2%, respectively, from December 31, 2021 to March 31, 2022, primarily as a result of comprehensive losses for the quarter.
Annualized ROE and Annualized Adjusted ROE*
Three Months Ended March 31, 2022 versus 2021: Net loss attributable to Enstar ordinary shareholders was $282 million for the three months ended March 31, 2022, representing an ROE and Adjusted ROE* of (5.0)% and (1.4)%, respectively, in comparison to net earnings of $183 million for the same period in 2021, representing an ROE and Adjusted ROE of 3.0% and 5.4%, respectively.
On an annualized basis, this drove a 32.1 percentage points ("pp") decrease in Annualized ROE and a 27.4 pp decrease in Annualized Adjusted ROE*. These declines were primarily a result of:
i.net realized and unrealized losses on other investments, including equities of $84 million for the three months ended March 31, 2022 compared to net realized and unrealized gains of $185 million in the comparative period. This decline in net realized and unrealized gains on other investments contributed 18.0 and 20.0 pp to the total reduction in Annualized ROE and Annualized Adjusted ROE*, respectively;
ii.net realized and unrealized losses on fixed maturity securities of $334 million for the three months ended March 31, 2022 compared to losses of $206 million in the comparative period, primarily driven by rising interest rates and widening credit spreads. This unfavorable movement impacted Annualized ROE by 10.5 pp with no impact to Annualized Adjusted ROE* as this is excluded from the calculation of the measure; and
iii.earnings from equity method investments decreased by $87 million or 74%, largely due to our acquisition of the controlling interest in Enhanzed Re, effective September 1, 2021 (consolidated net earnings from Enhanzed Re business, inclusive of investment results, corporate allocations and the effect of noncontrolling interests were $15 million for the three months ended March 31, 2022). This unfavorable movement impacted Annualized ROE and Annualized Adjusted ROE* by 5.4 and 6.3 pp, respectively.
These negative factors were partially offset by:
iv.favorable prior period development (“PPD”) of $143 million for the three months ended March 31, 2022, which was $33 million higher than the comparative period, primarily due to favorable PPD on Enhanzed Re’s catastrophe book and a favorable change in the interest rate components of the valuation of liabilities for which we have elected the fair value option, partially offset by an increase in DCA amortization. These favorable movements contributed 3.1 pp to Annualized ROE.
*Non-GAAP measure; refer to “Non-GAAP Financial Measures” section for reconciliation to the applicable GAAP financial measure.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 9
Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations
We have discussed the results of our operations by aggregating certain captions from our condensed consolidated statement of earnings, as we believe it provides a more meaningful view of our results and eliminates repetition that would arise if captions were discussed on an individual basis.
In order to facilitate discussion, we have grouped the following captions:
•Underwriting results: includes net premiums earned, net incurred losses and LAE, policyholder benefit expenses and acquisition costs.
•Investment results: includes net investment income, net realized losses, net unrealized losses and earnings from equity method investments.
•General and administrative results: includes general and administrative expenses.
Underwriting Results
Our strategy is focused on effectively managing portfolios and businesses in run-off. Although we have largely exited our active underwriting platforms, we still record net premiums earned and the associated current period net incurred losses and LAE and acquisition costs as a result of new transactions during the year and the run-off of unearned premiums from transactions completed in recent years.
Premiums earned in the Run-off segment are offset by the related current period net incurred losses and LAE and acquisition costs.
The components of underwriting results are as follows:
Three Months Ended March 31,
2022
2021
Run-off
Enhanzed Re
Legacy Underwriting
Corporate and other
Total
Run-off
Legacy Underwriting
Corporate and other
Total
(in millions of U.S. dollars)
Net premiums earned
$
17
$
14
$
3
$
—
$
34
$
73
$
20
$
—
$
93
Net incurred losses and LAE:
Current period
11
—
2
—
13
44
10
—
54
Prior periods
(50)
(29)
(1)
(63)
(143)
(39)
(6)
(65)
(110)
Total net incurred losses and LAE
(39)
(29)
1
(63)
(130)
5
4
(65)
(56)
Policyholder benefit expenses
—
12
—
—
12
—
—
—
—
Acquisition costs
8
—
—
—
8
29
5
—
34
Underwriting results
$
48
$
31
$
2
$
63
$
144
$
39
$
11
$
65
$
115
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 10
Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations
Current Period
The current period underwriting results from our (re)insurance operations include net earned premiums that have been declining as we transition away from active underwriting activities.
The reductions in net premiums earned, current period net incurred losses and LAE and acquisition costs were driven by reduced levels of activity arising from our exit of our active underwriting platforms beginning in 2020.
We continue to earn premium from our StarStone International business and from our Enhanzed Re segment. In comparison, our 2021 earned premium was primarily driven by StarStone International and AmTrust reinsurance to close (“RITC”) business, which was entered into in 2019.
Prior Periods - RLE
The below charts are in millions (RLE and Adjusted RLE*) and billions (Net Loss Reserves and Adjusted Net Loss Reserves*) of U.S. dollars and percentages are annualized.
The following tables summarize RLE % and Adjusted RLE %* by acquisition year, which management believes is useful in measuring and monitoring performance of our claims management activity on the portfolios that we have acquired. This permits comparability between acquisition years of different loss reserve volumes.
Our calculation of RLE % includes the impact of deferred charge asset (“DCA”) amortization, amortization of fair value adjustments and changes to the discount and risk margin factors relating to the fair value of liabilities where we elected the fair value option.
*Non-GAAP measure; refer to “Non-GAAP Financial Measures” section for reconciliation to the applicable GAAP financial measure.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 11
Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations
Three Months Ended March 31, 2022
RLE
Adjusted RLE*
Acquisition Year
PPD
Average net loss reserves
Annualized RLE %
Adjusted PPD*
Average adjusted net loss reserves*
Annualized Adj RLE %*
(in millions of U.S. dollars)
2012 and prior
$
1
$
581
$
4
$
613
2013
1
192
—
41
2014
5
826
—
58
2015
—
297
—
282
2016
—
757
8
801
2017
78
855
—
912
2018
25
1,004
3
1,024
2019
(7)
1,094
(14)
1,572
2020
(2)
1,574
(5)
1,532
2021
42
4,079
3
4,538
Total
$
143
$
11,259
5.1
%
$
(1)
$
11,373
0.0
%
Three Months Ended March 31, 2022:
Overall, our Annualized RLE % was positively impacted by a reduction of $98 million relating to the change in the discount rate component of the fair value of liabilities for which we have elected the fair value option in the 2017 and 2018 acquisition years as a result of increases in interest rates.
In addition, we experienced favorable claim activity on Enhanzed Re’s catastrophe book in the 2021 acquisition year, primarily due to a settlement agreement that capped our COVID-19 losses.
Our Annualized Adjusted RLE %*, which excludes the changes in the interest components of our liabilities subject to fair value adjustments and changes in catastrophe loss liabilities, was flat in the period as other net favorable development was offset by amortization of our DCA.
Three Months Ended March 31, 2021
RLE
Adjusted RLE*
Acquisition Year
PPD
Average net loss reserves
Annualized RLE %
Adjusted PPD*
Average adjusted net loss reserves*
Annualized Adj RLE %*
(in millions of U.S. dollars)
2012 and prior
$
—
$
508
$
—
$
545
2013
6
142
—
59
2014
10
1,015
10
86
2015
—
359
(1)
342
2016
(3)
849
—
890
2017
66
1,056
—
1,043
2018
19
1,324
10
1,304
2019
1
1,210
3
1,714
2020
11
1,960
7
1,904
2021
—
457
(3)
854
Total
$
110
$
8,880
5.0
%
$
26
$
8,741
1.2
%
Three Months Ended March 31, 2021:
Overall, our Annualized RLE % was positively impacted by a reduction of $75 million in the fair value of liabilities for which we have elected the fair value option in the 2017 and 2018 acquisition years due to rising interest rates.
For Annualized Adjusted RLE %*, our 2019 acquisition year experienced a $10 million favorable impact as a result of lower than expected asbestos related claim frequency related to our defendant A&E liabilities. The remaining Adjusted PPD* was derived from favorable emergence across various acquisition years and lines of business, net of the amortization of the DCA.
*Non-GAAP measure; refer to “Non-GAAP Financial Measures” section for reconciliation to the applicable GAAP financial measure.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 12
Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations
Investment Results
We strive to structure our investment holdings and the duration of our investments in a manner that recognizes our liquidity needs, including our obligation to pay losses and future policyholder benefit expenses.
The components of our investment results split between our fixed income assets (which includes our short-term and fixed maturity investments classified as trading and AFS, fixed maturity investments included within funds held-directly managed, cash and cash equivalents, including restricted cash and cash equivalents, and funds held by reinsured companies, collectively our “Fixed Income” assets) and other investments ("Other Investments") (which includes equities, the remainder of funds held-directly managed and equity method investments) are as follows:
Three Months Ended March 31,
2022
2021
Fixed Income
Other Investments
Total
Fixed Income
Other Investments
Total
(in millions of U.S. dollars)
Net investment income
$
61
$
19
$
80
$
48
$
14
$
62
Net realized (losses) gains
(35)
(2)
(37)
(12)
1
(11)
Net unrealized (losses) gains
(299)
(82)
(381)
(194)
184
(10)
Earnings from equity method investments
—
31
31
—
118
118
TIR ($)
$
(273)
$
(34)
$
(307)
$
(158)
$
317
$
159
Annualized TIR %
(7.3)
%
(2.5)
%
(6.1)
%
(5.4)
%
20.3
%
3.6
%
Annualized Adjusted TIR %*
1.6
%
(2.5)
%
0.5
%
1.7
%
20.3
%
8.4
%
*Non-GAAP measure; refer to “Non-GAAP Financial Measures” section for reconciliation to the applicable GAAP financial measure.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 13
Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations
Net Investment Income
Three Months Ended March 31, 2022 versus 2021: Net investment incomeincreased primarily due to:
•an increase in our average aggregate fixed income assets of $3.9 billion due to new business in 2021; and
•an increase in our annualized book yield of 5 basis points, due to reinvestment of fixed maturities at higher yields.
Net Realized and Unrealized Losses
Three Months Ended March 31, 2022 versus 2021: Net realized and unrealized losses increased primarily due to:
•net realized and unrealized losses on fixed income securities of $334 million in 2022 compared to losses of $206 million in the prior period, an unfavorable movement of $128 million or 62% from the prior period, primarily driven by rising interest rates across U.S., U.K. and European markets, in addition to widening credit spreads in the current period.
•net realized and unrealized losses on other investments, including equities, of $84 million in 2022 compared to gains of $185 million in the prior period, an unfavorable movement of $269 million, which was primarily driven by:
◦Losses from our fixed income funds, public equities, hedge funds and CLO equities, largely as a result of global equity market declines and the widening of high yield credit spreads. This was partially offset by gains on our private equity funds, private credit funds and real estate funds, which are typically recorded on a one quarter lag.
◦Net realized and unrealized gains for the three months ended March 31, 2021, which were driven by strong performance in our equities and equity funds, private equity funds, private credit funds, fixed income funds, CLO equity and CLO equity funds.
Earnings from equity method investments
Three Months Ended March 31, 2022 versus 2021: earnings from equity method investments decreased, primarily due to:
•our acquisition of the controlling interest in Enhanzed Re, which resulted in us consolidating Enhanzed Re effective September 1, 2021 (consolidated net earnings from Enhanzed Re were $15 million for the three months ended March 31, 2022). Prior to that date, the results of Enhanzed Re were recorded in earnings from equity method investments.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 14
Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations
Return on investments
The below charts are in millions of U.S. dollars and all percentages are annualized.
Three Months Ended March 31, 2022 versus 2021: Our Annualized TIR % and Annualized Adjusted TIR %* decreased by 9.7 pp and 7.9 pp, respectively, from 2021.
Fixed income securities
•The TIR and Annualized TIR % on fixed income assets was $115 million and 1.9 pp lower, respectively, for the three months ended March 31, 2022 compared to 2021, primarily due to an increase in net realized and unrealized losses of $128 million.
•The Adjusted TIR* and Annualized Adjusted TIR %* on fixed income assets was $13 million higher and 0.1 pp lower, respectively, for Q1 2022 compared to Q1 2021, due to increases in net investment income and fixed income assets.
Other investments, including equities
•Both our TIR and Adjusted TIR*, and Annualized TIR % and Annualized Adjusted TIR %*, on other investments, including equities, was $351 million and 22.8 pp lower, respectively, for the three months ended March 31, 2022 compared to 2021, primarily due to:
◦an unfavorable movement in net realized and unrealized losses on other investments, including equities, of $269 million which lowered both our Annualized TIR % and Annualized Adjusted TIR %* by 18.2 pp; and
◦a reduction in earnings from equity method investments of $87 million which adversely impacted both our Annualized TIR % and Annualized Adjusted TIR %* by 5.2 pp.
Investable Assets
The below charts are in billions of U.S. dollars
•Investable assets decreased by 5.0% from December 31, 2021, primarily due to a decline in carrying value of our fixed income securities and other investments, including equities, and net paid losses.
•Adjusted investable assets* decreased by 2.2% from December 31, 2021 to March 31, 2022, as a result of a decline in the carrying value of our other investments, including equities, and net paid losses.
•The $1.0 billion reduction in cash and cash equivalents was driven by the redeployment of a portion of the InRe Fund redemptions to other investments, including equities.
*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for reconciliation to the applicable GAAP financial measures.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 15
Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations
Duration and average credit rating on fixed income securities and cash and cash equivalents
The fair value, duration and average credit rating by segment is as follows:
March 31, 2022
December 31, 2021
Segment
Fair Value ($) (1)
Duration
(in years) (2)
Average Credit Rating (3)
Fair Value ($) (1)
Duration
(in years) (2)
Average Credit Rating (3)
Investments
(in millions of U.S. dollars)
(in millions of U.S. dollars)
Run-off
$
10,783
4.83
A+
$
12,680
4.54
A+
Enhanzed Re
1,356
13.88
A
1,454
14.62
A-
Total - Investments
12,139
5.97
A+
14,134
5.69
A+
Legacy Underwriting
191
2.29
AA-
212
2.37
AA-
Total
$
12,330
5.92
A+
$
14,346
5.64
A+
(1) The fair value of our fixed income securities and cash and cash equivalents by segment does not include the carrying value of cash and cash equivalents within our funds held-directly managed portfolios.
(2) The duration calculation includes cash and cash equivalents, short-term investments and fixed maturity securities, as well as the fixed maturity securities and cash and cash equivalents within our funds held-directly managed portfolios.
(3) The average credit ratings calculation includes cash and cash equivalents, short-term investments, fixed maturity securities and the fixed maturity securities within our funds held - directly managed portfolios.
The overall decrease in the balance of our fixed income securities and cash and cash equivalents of $2.0 billion for the three months ended March 31, 2022 was driven by the redeployment of a portion of the InRe Fund redemptions to other investments, including equities, net paid losses and the recognition of net unrealized losses on our fixed income securities as described above.
As of both March 31, 2022 and December 31, 2021, our fixed income securities and cash and cash equivalents had an average credit quality rating of A+.
As of March 31, 2022 and December 31, 2021, our fixed income securities that were non-investment grade (i.e. rated lower than BBB- and non-rated securities) comprised 6.4% and 5.6% of our total fixed income securities portfolio, respectively. The increase in non-investment grade fixed income securities was driven by the redeployment of a portion of the InRe Fund redemptions to higher-yield fixed income securities in the quarter.
General and Administrative Expenses
Three Months Ended March 31, 2022 versus 2021: The $2 million increase in general and administrative expenses was driven by higher salaries and benefits in the current quarter due to reductions in performance-based salaries and benefits costs in the comparative quarter, partially offset by reductions in IT costs as a result of reduced project activity in the current quarter.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 16
In addition to our key financial measures presented in accordance with GAAP, we present other non-GAAP financial measures that we use to manage our business, compare our performance against prior periods and against our peers, and as performance measures in our annual incentive compensation program.
These non-GAAP financial measures provide an additional view of our operational performance over the long-term and provide the opportunity to analyze our results in a way that is more aligned with the manner in which our management measures our underlying performance.
The presentation of these non-GAAP financial measures, which may be defined and calculated differently by other companies, is used to enhance the understanding of certain aspects of our financial performance. It is not meant to be considered in isolation, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
We have presented the results and GAAP reconciliations for these measures further below. The following tables present more information on each non-GAAP measure.
Non-GAAP Measure
Definition
Purpose of Non-GAAP Measure over GAAP Measure
Adjusted book value per ordinary share
Total Enstar ordinary shareholders' equity
Divided by
Number of ordinary shares outstanding, adjusted for:
-the ultimate effect of any dilutive securities on the number of ordinary shares outstanding
Increases the number of ordinary shares to reflect equity awards granted but not yet vested as, over the long term, this presents a prudent view of our book value per share.
We use this non-GAAP measure in our annual incentive compensation program.
Adjusted return on equity
Adjusted operating income (loss) attributable to Enstar ordinary shareholders divided by adjusted opening Enstar ordinary shareholder's equity
Calculating the operating income (loss) as a percentage of our adjusted opening Enstar ordinary shareholders' equity provides a more valuable and consistent measure of the performance of our business, and enhances comparisons to prior periods:
•by adjusting investment returns for the temporary impact of the change in fair value of fixed maturity securities (both credit spreads and interest rates) which we hold until the earlier of maturity or used to fund any settlement of related liabilities which are generally recorded at cost;
•by removing the impact of non-cash charges that obscure our trends on a consistent basis; and
•by removing items that are not indicative of our ongoing operations;
We use this non-GAAP measure in our annual incentive compensation program.
We include the amortization of fair value adjustments as a non-GAAP adjustment to the adjusted operating income (loss) attributable to Enstar ordinary shareholders as it is considered to be a non-cash charge and not indicative of our operating results.
Adjusted operating income (loss) attributable to Enstar ordinary shareholders
(numerator)
Net earnings (loss) attributable to Enstar ordinary shareholders, adjusted for:
-net realized and unrealized (gains) losses on fixed maturity investments and funds held-directly managed
-change in fair value of insurance contracts for which we have elected the fair value option (1)
-amortization of fair value adjustments
-net gain/loss on purchase and sales of subsidiaries (if any)
-net earnings from discontinued operations (if any)
-tax effects of adjustments
-adjustments attributable to noncontrolling interest
Adjusted total investment return (dollars) recognized in earnings for the applicable period divided by period average adjusted total investable assets.
Provides a key measure of the return generated on the capital held in the business and is reflective of our investment strategy. Provides a consistent measure of investment returns as a percentage of all assets generating investment returns. Adjusts investment returns for the temporary impact of the change in fair value of fixed maturity securities (both credit spreads and interest rates) which we hold until the earlier of maturity or used to fund any settlement of related liabilities which are generally recorded at cost.
Adjusted total investment return ($) (numerator)
Total investment return (dollars), adjusted for:
-net realized and unrealized (gains) losses on fixed maturity investments and funds held-directly managed
Adjusted average aggregate total investable assets (denominator)
Total average investable assets, adjusted for:
-net unrealized (gains) losses on fixed maturities, AFS investments included within AOCI
-net unrealized (gains) losses on fixed maturities, trading instruments
Adjusted run-off liability earnings (%)
Adjusted PPD divided by average adjusted net loss reserves
Calculating the RLE as a percentage of our adjusted average net loss reserves provides a more meaningful measurement of our claims management performance.
We use this measure to evaluate our ability to settle our obligations for amounts less than our initial estimate at the point of acquiring the obligations.
In order to provide a complete and consistent picture of our claims performance, we combine the reduction (increase) in estimates of prior period net ultimate losses relating to our Run-off segment with the amortization of deferred charge assets, both of which are included in net incurred losses and LAE and have an inverse effect on our results. We also include our performance in managing our defendant A&E liabilities, that do not form part of loss reserves.
The remaining components of net incurred losses and LAE and net loss reserves are not considered key components of our claims performance as they are either not non-life run-off in nature, or are considered to be non-cash charges that obscure our trends on a consistent basis.
We use this measure to assess the performance of our claim strategies and part of the performance assessment of our past acquisitions.
Adjusted prior period development
(numerator)
Prior period net incurred losses and LAE, adjusted to:
Remove:
-Legacy Underwriting and Enhanzed Re operations
-the reduction/(increase) in provisions for unallocated LAE (ULAE)
-amortization of fair value adjustments,
-change in fair value of insurance contracts for which we have elected the fair value option (1),
and
Add:
-the reduction/(increase) in estimates of our defendant A&E ultimate net liabilities.
Adjusted net loss reserves
(denominator)
Net losses and LAE, adjusted to:
Remove:
-Legacy Underwriting and Enhanzed Re net loss reserves
-current period net loss reserves
-the net ULAE provision
-net fair value adjustments associated with the acquisition of companies,
-the fair value adjustments for contracts for which we have elected the fair value option (1) and
Add:
-net nominal defendant asbestos and environmental exposures.
Investable assets - management's view
Investable assets, adjusted to reallocate certain categories of investments based on management's view of the underlying economic exposure of a particular investment.
Refer to the reconciliation for further details.
Management’s view “looks through” the legal form of an investment and aggregates the classification based upon the underlying economic exposure of each investment, which is consistent with the manner in which management views our investment portfolio composition.
(1) Comprises the discount rate and risk margin components.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 18
The table below presents a reconciliation of BVPS to Adjusted BVPS*:
March 31, 2022
December 31, 2021
Equity (1)
Ordinary Shares
Per Share Amount
Equity (1)
Ordinary Shares
Per Share Amount
(in millions of U.S. dollars, except share and per share data)
Book value per ordinary share
$
5,024
17,535,407
$
286.51
$
5,586
17,657,944
$
316.34
Non-GAAP adjustments:
Share-based compensation plans
274,080
315,205
Adjusted book value per ordinary share*
$
5,024
17,809,487
$
282.10
$
5,586
17,973,149
$
310.80
(1) Equity comprises Enstar ordinary shareholders' equity, which is calculated as Enstar shareholders' equity less preferred shares ($510 million) prior to any non-GAAP adjustments.
*Non-GAAP measure.
The table below presents a reconciliation of Annualized ROE to Annualized Adjusted ROE*:
March 31, 2022
March 31, 2021
Net (loss) earnings (1)
Opening equity (1)
(Adj) ROE
Annualized (Adj) ROE
Net (loss) earnings (1)
Opening equity (1)
(Adj) ROE
Annualized (Adj) ROE
(in millions of U.S. dollars)
Net (loss) earnings/Opening equity/ROE/Annualized ROE (1)
$
(282)
$
5,586
(5.0)
%
(20.2)
%
$
183
$
6,164
3.0
%
11.9
%
Non-GAAP adjustments:
Net realized and unrealized losses on fixed maturity investments and funds held - directly managed / Net unrealized gains on fixed maturity investments and funds held - directly managed (2)
334
(89)
206
(560)
Change in fair value of insurance contracts for which we have elected the fair value option / Fair value of insurance contracts for which we have elected the fair value option (3)
(98)
(107)
(75)
(33)
Amortization of fair value adjustments / Fair value adjustments
2
(106)
2
(128)
Net gain on sales of subsidiaries
—
(15)
Tax effects of adjustments (4)
(26)
(17)
Adjustments attributable to noncontrolling interest (5)
(1) Net (loss) earnings comprises net (loss) earnings attributable to Enstar ordinary shareholders, prior to any non-GAAP adjustments. Opening equity comprises Enstar ordinary shareholders' equity, which is calculated as opening Enstar shareholders' equity less preferred shares ($510 million), prior to any non-GAAP adjustments.
(2) Represents the net realized and unrealized losses related to fixed maturity securities. Our fixed maturity securities are held directly on our balance sheet and also within the "Funds held - directly managed" balance.
(3) Comprises the discount rate and risk margin components.
(4) Represents an aggregation of the tax expense or benefit associated with the specific country to which the pre-tax adjustment relates, calculated at the applicable jurisdictional tax rate.
(5) Represents the impact of the adjustments on the net earnings (loss) attributable to noncontrolling interest associated with the specific subsidiaries to which the adjustments relate.
*Non-GAAP measure.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 19
The table below presents a reconciliation of our Annualized TIR to our Annualized Adjusted TIR*:
Three Months Ended
March 31, 2022
March 31, 2021
Fixed Income
Other Investments
Total
Fixed Income
Other Investments
Total
(in millions of U.S. dollars)
Net investment income
$
61
$
19
$
80
$
48
$
14
$
62
Net realized (losses) gains
(35)
(2)
(37)
(12)
1
(11)
Net unrealized (losses) gains
(299)
(82)
(381)
(194)
184
(10)
Earnings from equity method investments
—
31
31
—
118
118
TIR ($)
$
(273)
$
(34)
$
(307)
$
(158)
$
317
$
159
Non-GAAP adjustment:
Net realized and unrealized losses on fixed maturity investments and funds held-directly managed
334
—
334
206
—
206
Adjusted TIR ($)*
$
61
$
(34)
$
27
$
48
$
317
$
365
Total investments
$
11,416
$
5,826
$
17,242
$
9,996
$
6,557
$
16,553
Cash and cash equivalents, including restricted cash and cash equivalents
1,135
—
1,135
996
—
996
Funds held by reinsured companies
2,241
—
2,241
663
—
663
Total investable assets
$
14,792
$
5,826
$
20,618
$
11,655
$
6,557
$
18,212
Average aggregate invested assets, at fair value (1)
14,917
5,326
20,243
11,619
6,244
17,863
Annualized TIR % (2)
(7.3)
%
(2.5)
%
(6.1)
%
(5.4)
%
20.3
%
3.6
%
Non-GAAP adjustment:
Net unrealized losses (gains) on fixed maturities, AFS investments included within AOCI and net unrealized losses (gains) on fixed maturities, trading instruments
521
—
521
(229)
—
(229)
Adjusted investable assets*
$
15,313
$
5,826
$
21,139
$
11,426
$
6,557
$
17,983
Adjusted average aggregate invested assets, at fair value* (3)
$
15,133
$
5,326
$
20,459
$
11,224
$
6,244
$
17,468
Annualized adjusted TIR %* (4)
1.6
%
(2.5)
%
0.5
%
1.7
%
20.3
%
8.4
%
(1) This amount is a two period average of the total investable assets, as presented above, and is comprised of amounts disclosed in our quarterly and annual U.S. GAAP consolidated financial statements.
(2) Annualized TIR % is calculated by dividing the annualized TIR ($) by average aggregate invested assets, at fair value.
(3) This amount is a two period average of the adjusted investable assets*, as presented above.
(4) Annualized adjusted TIR %* is calculated by dividing the annualized adjusted TIR* ($) by adjusted average aggregate invested assets, at fair value*.
*Non-GAAP measure.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 21
The below tables present a reconciliation of our total investable assets from the consolidated balance sheet view in accordance with GAAP to management's non-GAAP view of the underlying economic exposure:
Consolidated Balance Sheet View
March 31, 2022
Exchange traded funds backed by fixed income securities
Bonds, CLO equities and private debt held in equity format
Equities, privately held equity, private credit and real estate held in fund format
CLO equity funds
Other assets and liabilities in funds held format
March 31, 2022
Management's View of Underlying Economic Exposure
(in millions of U.S. dollars)
Short-term and fixed maturity investments, trading and AFS and funds held - directly managed, excluding other assets
$
11,195
$
11,195
Fixed maturities
Other assets included within funds held - directly managed
221
(221)
—
Equities
2,444
(1,227)
(125)
(1)
1,091
Equities*
Other Investments:
Hedge funds
315
315
Hedge funds
Fixed income funds
656
1,227
63
1,946
Bond/loan funds*
Equity funds
4
(4)
—
Private equity funds
1,068
(107)
961
Private equity funds*
CLO equities
156
32
234
422
CLO equities*
CLO equity funds
234
(234)
—
Private credit funds
296
30
77
403
Private credit*
Real estate debt fund
134
35
169
Real estate*
Total
2,863
4,216
Equity method investments
519
519
Equity method investments
Total investments
17,242
17,021
Cash and cash equivalents (including restricted cash)
1,135
1,135
Cash and cash equivalents (including restricted cash)
Funds held by reinsured companies
2,241
221
2,462
Funds held*
Total investable assets
$
20,618
$
20,618
Total investable assets
*Non-GAAP financial measure.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 22
Item 2 | Management's Discussion and Analysis | Other Financial Measures
Other Financial Measures
In addition to our non-GAAP financial measures presented above, we refer to TIR, which provides a key measure of the return generated on the capital held in the business. It is reflective of our investment strategy and it provides a consistent measure of investment returns as a percentage of all assets generating investment returns.
The following table provides the calculation of our Annualized TIR by segment:
Three Months Ended
March 31, 2022
March 31, 2021
Investments
Legacy Underwriting
Total
Investments
Legacy Underwriting
Total
(in millions of U.S. dollars)
Net investment income:
Fixed income securities
$
68
$
4
$
72
$
51
$
1
$
52
Other investments, including equities
19
—
19
14
—
14
Less: Investment expenses
(11)
—
(11)
(4)
—
(4)
Net investment income
$
76
$
4
$
80
$
61
$
1
$
62
Net realized losses:
Fixed income securities
$
(35)
$
—
$
(35)
$
(11)
$
(1)
$
(12)
Other investments, including equities
(2)
—
(2)
1
—
1
Net realized losses
$
(37)
$
—
$
(37)
$
(10)
$
(1)
$
(11)
Net unrealized losses:
Fixed income securities, trading
(293)
(6)
(299)
(194)
—
(194)
Other investments, including equities
(82)
—
(82)
184
—
184
Net unrealized losses
$
(375)
$
(6)
$
(381)
$
(10)
$
—
$
(10)
Earnings from equity method investments
31
—
31
118
—
118
TIR ($)
$
(305)
$
(2)
$
(307)
$
159
$
—
$
159
Fixed maturity and short-term investments, trading and AFS and funds held - directly managed
$
11,037
$
158
$
11,195
$
9,827
$
163
$
9,990
Other assets included within funds held - directly managed
221
—
221
6
—
6
Equities
2,444
—
2,444
1,099
—
1,099
Other investments
2,851
12
2,863
4,509
10
4,519
Equity method investments
519
—
519
939
—
939
Total investments
$
17,072
$
170
$
17,242
$
16,380
$
173
$
16,553
Cash and cash equivalents, including restricted cash and cash equivalents
1,102
33
1,135
966
30
996
Funds held by reinsured companies
2,209
32
2,241
629
34
663
Total investable assets
$
20,383
$
235
$
20,618
$
17,975
$
237
$
18,212
Average aggregate invested assets, at fair value (1)
$
20,012
$
231
$
20,243
$
17,623
$
240
$
17,863
Annualized TIR % (2)
(6.1)
%
(3.5)
%
(6.1)
%
3.6
%
—
%
3.6
%
Annualized income from fixed income assets (3)
272
16
288
204
4
208
Average aggregate fixed income assets, at cost (3)(4)
14,850
220
15,070
10,960
225
11,185
Annualized Investment book yield (5)
1.83
%
7.27
%
1.91
%
1.86
%
1.78
%
1.86
%
(1) This amount is a two period average of the total investable assets, as presented above, and is comprised of amounts disclosed in our quarterly and annual U.S. GAAP consolidated financial statements.
(2) Annualized total investment return % is calculated by dividing the annualized total investment return ($) by average aggregate invested assets, at fair value.
(3) Fixed income assets include fixed income securities and cash and restricted cash, and funds held by reinsured companies.
(4) These amounts are a two period average of the amounts disclosed in our quarterly and annual U.S. GAAP consolidated financial statements.
(5) Annualized investment book yield % is calculated by dividing the annualized income from fixed income assets by average aggregate fixed income assets, at cost.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 24
Item 2 | Management's Discussion and Analysis | Results of Operations by Segment
Results of Operations by Segment - For the Three Months Ended March 31, 2022 and 2021
Our business is organized into four reportable segments: (i) Run-off; (ii) Enhanzed Re; (iii) Investments; and (iv) Legacy Underwriting. In addition, our corporate and other activities, which do not qualify as an operating segment, include income and expense items that are not directly attributable to our reportable segments.
The following is a discussion of our results of operations by segment.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 25
Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Run-off Segment
Run-off Segment
The following is a discussion and analysis of the results of operations for our Run-off segment.
Three Months Ended
March 31,
2022
2021
$ Change
% Change
INCOME
(in millions of U.S. dollars)
Net premiums earned
$
17
$
73
$
(56)
(77)
%
Other income:
Reduction in estimates of net ultimate defendant A&E liabilities - prior periods
3
9
(6)
(67)
%
Reduction in estimated future defendant A&E expenses
—
3
(3)
(100)
%
All other income
7
10
(3)
(30)
%
Total other income
10
22
(12)
(55)
%
Total income
27
95
(68)
(72)
%
EXPENSES
Net incurred losses and LAE:
Current period
11
44
(33)
(75)
%
Prior periods:
Reduction in estimates of net ultimate losses
(29)
(25)
(4)
16
%
Reduction in provisions for ULAE
(21)
(14)
(7)
50
%
Total prior periods
(50)
(39)
(11)
28
%
Total net incurred losses and LAE
(39)
5
(44)
NM
Acquisition costs
8
29
(21)
(72)
%
General and administrative expenses (1)
39
28
11
39
%
Total expenses
8
62
(54)
(87)
%
SEGMENT NET EARNINGS
$
19
$
33
$
(14)
(42)
%
NM - Not meaningful, we define NM as changes greater than or equal to +/- 300%.
(1) We refined our approach to our general and administrative expense allocations in the second quarter of 2021. Under the revised methodology, our first quarter 2021 general and administrative expenses for the Run-off segment would have increased by $16 million, to $44 million.
Overall Results
Three Months Ended March 31, 2022 versus 2021: Segment net earnings from our Run-off segment decreased by $14 million, primarily due to:
•Decreases in net premiums earned of $56 million, which was largely offset by decreases in current period net incurred losses and LAE and acquisition costs of $33 million and $21 million, respectively. The reduction in each of these amounts was driven by reduced levels of activity arising from our exit of our StarStone International business beginning in 2020.
•A reduction in other income of $12 million primarily driven by lower favorable prior period development related to our defendant A&E liabilities in the current quarter; and
•An increase in general and administrative expenses of $11 million; partially offset by
•An $11 million increase in favorable prior period development in the current quarter driven by:
◦An increase in the reduction in provisions for ULAE of $7 million; and
◦A $4 million increase in favorable prior period development compared to the comparative quarter, driven by a $23 million increase in favorable development on the workers’ compensation line of business resulting from favorable actual claims experience compared to expected claims trends, partially offset by a $16 million increase in adverse development on our property line of business due to unfavorable loss emergence relating to construction risks.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 26
Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Enhanzed Re Segment
Enhanzed Re Segment
On September 1, 2021 we purchased an additional 27.7% in Enhanzed Re, a company that was previously accounted for as an equity method investment. We now own 75.1% of this company and have consolidated it as of September 1, 2021.
The Enhanzed Re segment consists of life and property aggregate excess of loss (catastrophe) business. The catastrophe business was not renewed for 2022.
We report the results of this segment on a one quarter lag. The following is a discussion and analysis of the results of operations for our Enhanzed Re segment.
Three Months Ended
March 31, 2022
INCOME
(in millions of U.S. dollars)
Net premiums earned
$
14
Total income
14
EXPENSES
Net incurred losses and LAE:
Current period
—
Prior periods:
Reduction in estimates of net ultimate losses
(28)
Reduction in provisions for unallocated LAE
(1)
Total prior periods
(29)
Total net incurred losses and LAE
(29)
Policyholder benefit expenses
12
General and administrative expenses
2
Total expenses
(15)
SEGMENT NET EARNINGS
$
29
Overall Results
Three Months Ended March 31, 2022: Segment net earnings from our Enhanzed Re Segment was primarily driven by:
•Favorable PPD of $29 million, primarily due to a settlement agreement that capped our COVID-19 losses on the catastrophe business; and
•Net premiums earned on the life reinsurance business and in-force catastrophe reinsurance treaties; partially offset by policyholder benefit expenses of $12 million.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 27
Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Investment Segment
Investments Segment
The following is a discussion and analysis of the results of operations for our Investments segment.
Three Months Ended
March 31,
2022
2021
$ Change
% Change
(in millions of U.S. dollars)
INCOME
Net investment income:
Fixed income securities
$
68
$
51
$
17
33
%
Other investments, including equities
19
14
5
36
%
Less: Investment expenses
(11)
(4)
(7)
175
%
Total net investment income
76
61
15
25
%
Net realized losses:
Fixed income securities
(35)
(11)
(24)
218
%
Other investments, including equities
(2)
1
(3)
NM
Net realized losses
(37)
(10)
(27)
270
%
Net unrealized losses:
Fixed income securities
(293)
(194)
(99)
51
%
Other investments, including equities
(82)
184
(266)
(145)
%
Total net unrealized losses
(375)
(10)
(365)
NM
Total income
(336)
41
(377)
NM
EXPENSES
General and administrative expenses (1)
9
3
6
200
%
Total expenses
9
3
6
200
%
Earnings from equity method investments
31
118
(87)
(74)
%
SEGMENT NET (LOSS) EARNINGS
$
(314)
$
156
$
(470)
NM
NM - Not meaningful, we define NM as changes greater than or equal to +/- 300%.
(1) We refined our approach to our general and administrative expense allocations in the second quarter of 2021. Under the revised methodology, our first quarter 2021 general and administrative expenses for the Investments segment would have increased by $3 million, to $6 million.
Overall Results
Three Months Ended March 31, 2022 versus 2021: Segment net loss from our Investments segment was $314 million for the three months ended March 31, 2022 compared to segment net earnings of $156 million for the same period in 2021, an unfavorable change of $470 million primarily due to:
•net realized and unrealized losses of $328 million on our fixed income securities, driven by rising interest rates and widening credit spreads, an increase of $123 million from the comparative period;
•net realized and unrealized losses of $84 million on our other investments, including equities, in comparison to net realized and unrealized gains of $185 million in the comparative period, primarily driven by underperformance of our fixed income funds, public equities, hedge funds and CLO equities as a result significant volatility in global equity markets and widening high yield credit spreads, partially offset by gains on our private equity funds, private credit funds and real estate funds, which are typically recorded on a one quarter lag; and
•an $87 million decrease in earnings from equity method investments largely due to our acquisition of the controlling interest in Enhanzed Re, effective September 1, 2021 (consolidated net earnings from Enhanzed Re were $15 million for the three months ended March 31, 2022). Prior to that date, the results of Enhanzed Re were recorded in earnings from equity method investments.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 28
Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Investment Segment
Total Investments
Fixed income securities
Refer to the below tables for the fair value, duration, and credit rating of our fixed income securities by business:
March 31, 2022
Run-off
Enhanzed Re (1)
Total
Total %
Fair Value
%
Duration (years) (2)
Credit Rating (2)
Fair Value
%
Duration (years) (2)
Credit Rating (2)
(in millions of U.S. dollars, except percentages)
Fixed maturity and short-term investments, trading and AFS and funds held - directly managed
U.S. government & agency
$
676
6.1
%
6.1
AAA
$
—
—
%
n/a
n/a
$
676
6.1
%
U.K. government
80
0.7
%
11.2
AA-
—
—
%
n/a
n/a
80
0.7
%
Other government
357
3.2
%
6.2
AA
199
1.8
%
12.2
BBB+
556
5.0
%
Corporate
5,980
54.2
%
6.2
BBB+
171
1.5
%
6.8
A-
6,151
55.7
%
Municipal
243
2.2
%
8.6
AA-
—
—
%
n/a
n/a
243
2.2
%
Residential mortgage-backed
527
4.8
%
4.5
AA+
—
—
%
n/a
n/a
527
4.8
%
Commercial mortgage-backed
1,043
9.5
%
3.2
AA+
—
—
%
n/a
n/a
1,043
9.5
%
Asset-backed
775
7.0
%
0.4
AA-
—
—
%
n/a
n/a
775
7.0
%
Structured products
—
—
%
n/a
n/a
986
9.0
%
18.2
A
986
9.0
%
$
9,681
87.7
%
5.4
A
$
1,356
12.3
%
15.9
A
$
11,037
100.0
%
December 31, 2021
Run-off
Enhanzed Re (1)
Fair Value
%
Duration (years) (2)
Credit Rating (2)
Fair Value
%
Duration (years) (2)
Credit Rating (2)
Total
Total %
(in millions of U.S. dollars, except percentages)
Fixed maturity and short-term investments, trading and AFS and funds held - directly managed
U.S. government & agency
$
737
6.1
%
6.4
AAA
$
—
—
%
n/a
n/a
$
737
6.1
%
U.K. government
82
0.7
%
9.8
AA-
—
—
%
n/a
n/a
82
0.7
%
Other government
387
3.2
%
6.8
AA
228
1.9
%
12.1
BBB
615
5.1
%
Corporate
6,532
54.1
%
6.4
A-
193
1.6
%
6.7
A-
6,725
55.7
%
Municipal
272
2.3
%
9.2
AA-
—
—
%
n/a
n/a
272
2.3
%
Residential mortgage-backed
597
4.9
%
2.8
AA+
—
—
%
n/a
n/a
597
4.9
%
Commercial mortgage-backed
1,074
8.9
%
3.1
AA+
—
—
%
n/a
n/a
1,074
8.9
%
Asset-backed
937
7.8
%
0.3
AA-
—
—
%
n/a
n/a
937
7.8
%
Structured products
—
—
%
n/a
n/a
1,033
8.5
%
19.2
A-
1,033
8.5
%
Total
$
10,618
88.0
%
5.4
A
1,454
12.0
%
16.4
A-
$
12,072
100.0
%
(1) Investments under the Enhanzed Re caption comprise those that support our life reinsurance business.
(2) The duration and the average credit ratings calculation includes short-term investments, fixed maturities and the fixed maturities within our funds held-directly managed portfolios.
The overall decrease in the balance of our fixed income securities of $1.0 billion for the three months ended March 31, 2022 was primarily driven by the recognition of net unrealized losses on our fixed income securities and net paid losses in the quarter.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 29
Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Investment Segment
The change in the corporate average credit rating for the Run-off portfolio from A- as of December 31, 2021 to BBB+ as of March 31, 2022 was driven by the redeployment of a portion of the InRe Fund redemptions to higher-yield fixed income securities in the quarter.
Other investments, including equities
Refer to the below table for the composition of our other investments, including equities:
March 31, 2022
December 31, 2021
(in millions of U.S. dollars)
Equities
Publicly traded equities
$
387
$
281
Exchange-traded funds
1,682
1,342
Privately held equities
375
372
Total
2,444
1,995
Other investments
Hedge funds
315
291
Fixed income funds
643
559
Equity funds
4
5
Private equity funds
1,068
752
CLO equities
156
161
CLO equity funds
234
207
Private credit funds
296
275
Real estate debt fund
135
69
Total
$
2,851
$
2,319
Our equities and other investments increased by $449 million and $532 million, respectively, from December 31, 2021 to March 31, 2022, primarily due to the redeployment of a portion of the InRe Fund redemptions into various non-core asset strategies.
Equity Method Investments
Refer to the below table for a summary of our equity method investments, which does not include those investments we have elected to measure under the fair value option:
Three Months Ended
Three Months Ended
March 31, 2022
March 31, 2022
December 31, 2021
March 31, 2021
Ownership %
Carrying Value
Earnings from equity method investments
Ownership %
Carrying Value
Earnings from Equity Method Investments
(in millions of U.S. dollars)
Enhanzed Re
—
%
$
—
$
—
—
%
$
—
$
105
Citco (1)
31.9
%
57
1
31.9
%
56
1
Monument Re (2)
20.0
%
213
24
20.0
%
194
15
Core Specialty
20.0
%
230
6
24.7
%
225
(3)
Other
27.0
%
19
—
27.0
%
18
—
$
519
$
31
$
493
$
118
(1) We own 31.9% of the common shares in HH CTCO Holdings Limited, which in turn owns 15.4% of the convertible preferred shares, amounting to a 6.2% interest in the total equity of Citco III Limited ("Citco").
(2) We own 20.0% of the common shares in Monument Re as well as preferred shares which have a fixed dividend yield and whose balance is included in the Investment amount.
The carrying value of our equity method investments increased from December 31, 2021 as a result of recognizing $31 million in earnings from equity method investments in the current quarter. Overall, the earnings from equity method investments decreased from the comparative quarter largely due to our acquisition of the controlling interest in Enhanzed Re, effective September 1, 2021 (consolidated net earnings from Enhanzed Re were $15 million for the three months ended March 31, 2022). This decrease was partially offset by an increase in earnings from Monument Re for the three months ended March 31, 2022.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 30
Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Legacy Underwriting Segment
Legacy Underwriting Segment
The following is a discussion and analysis of the results of operations for our Legacy Underwriting segment.
Three Months Ended
March 31,
2022
2021
$ Change
% Change
INCOME
(in millions of U.S. dollars)
Net premiums earned
$
3
$
20
$
(17)
(85)%
Net investment income
4
1
3
300%
Net realized losses
—
(1)
1
(100)%
Net unrealized losses
(6)
—
(6)
NM
Other income (expense)
1
(7)
8
(114)%
Total income
2
13
(11)
(85)%
EXPENSES
Net incurred losses and LAE:
Current period
2
10
(8)
(80)%
Prior periods
(1)
(6)
5
(83)%
Total net incurred losses and LAE
1
4
(3)
(75)%
Acquisition costs
—
5
(5)
(100)%
General and administrative expenses
1
2
(1)
(50)%
Total expenses
2
11
(9)
(82)%
SEGMENT NET EARNINGS
$
—
$
2
$
(2)
(100)%
NM - Not meaningful, we define NM as changes greater than or equal to +/- 300%.
Overall Results
Three Months Ended March 31, 2022 versus 2021:
The Legacy Underwriting Segment results comprise SGL No.1 Limited’s (“SGL No.1”) 25% gross share of the 2020 and prior underwriting years of Atrium Underwriting Group Limited’s (collectively, "Atrium") syndicate 609 at Lloyd’s, less the impact of reinsurance agreements with Arden Reinsurance Company Ltd. ("Arden") and a Syndicate 609 Capacity Lease Agreement with Atrium 5 Limited.
Consequently, as of January 1, 2021, SGL No.1 settles its share of the 2020 and prior underwriting years for the economic benefit of Atrium, and there is no net retention by Enstar.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 31
Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Corporate and Other
Corporate and Other
The following is a discussion and analysis of our results of operations for our corporate and other activities.
Three Months Ended
March 31,
2022
2021
$ Change
% Change
INCOME
(in millions of U.S. dollars)
Other income (expense):
Amortization of fair value adjustments (1)
$
(1)
$
(5)
$
4
(80)%
All other income
4
—
4
NM
Total other income (expense)
3
(5)
8
(160)%
Net gain on sales of subsidiaries
—
15
(15)
(100)%
Total income
3
10
(7)
(70)%
EXPENSES
Net incurred losses and LAE - prior periods:
Amortization of DCAs (2)
33
8
25
NM
Amortization of fair value adjustments
2
2
—
—%
Changes in fair value - fair value option (3)
(98)
(75)
(23)
31%
Total net incurred losses and LAE - prior periods (2)
(63)
(65)
2
(3)%
General and administrative expenses (4)
34
50
(16)
(32)%
Total expenses
(29)
(15)
(14)
93%
Interest expense
(25)
(16)
(9)
56%
Net foreign exchange losses
(3)
(3)
—
—%
Income tax benefit
—
6
(6)
(100)%
Net earnings attributable to noncontrolling interest
(11)
(11)
—
—%
Dividends on preferred shares
(9)
(9)
—
—%
NET LOSS ATTRIBUTABLE TO ENSTAR ORDINARY SHAREHOLDERS
$
(16)
$
(8)
$
(8)
100%
NM - Not meaningful, we define NM as changes greater than or equal to +/- 300%.
(1) Amortization of fair value adjustments relates to the acquisition of DCo LLC and Morse TEC LLC.
(2) The three months ended March 31, 2022 included accelerated amortization of $24 million corresponding to increased favorable PPD on net ultimate liabilities recorded in our Run-off segment. There was no accelerated amortization for the three months ended March 31, 2021.
(3) Comprises the discount rate and risk margin components.
(4) We refined our approach to our general and administrative expense allocations in the second quarter of 2021. Under the revised methodology, our first quarter 2021 general and administrative expenses for corporate and other activities would have decreased by $19 million to $31 million.
Overall Results
Three Months Ended March 31, 2022 versus 2021: Net loss from our corporate and other activities increased by $8 million for the three months ended March 31, 2022 compared to 2021, primarily due to:
•The reduction in net gain on sales of subsidiaries in the current quarter of $15 million, with 2021 primarily driven by a $23 million gain on sale of SUL; and
•A reduction in favorable PPD of $2 million in the current quarter driven by:
◦A $25 million increase in the amortization of DCAs due to favorable PPD on recent acquisition years; partially offset by
◦A $23 million increase in the favorable change in the value of the fair value option related to liabilities on our assumed retroactive reinsurance agreements for which we have elected the fair value option due to increases in interest rates.
•The above movements were largely offset by a reduction in general and administrative expenses of $16 million.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 32
Item 2 | Management's Discussion and Analysis | Current Outlook
Current Outlook
We are subject to economic factors such as interest rates, inflationary pressures, foreign exchange rates, favorable and unfavorable underwriting events, regulation, tax policy changes, political risks and other market risks that can impact our strategy and operations.
Run-off Outlook
Transactions
We continue to evaluate transactions in our active pipeline including LPTs, ADCs, and other transaction types including acquisitions, and seek opportunities to execute on creative and accretive transactions by offering innovative capital release solutions that enable our clients to meet their capital and risk management objectives.
We are also developing initiatives to optimize our future return and capital position, including restructuring initiatives for some of the older loss portfolios that we have carried for a number of years.
Seasonality
We complete most of our annual loss reserve studies in the third and fourth quarters of each year and, as a result, tend to record the largest movements, both favorable and adverse, to net incurred losses and LAE in these periods.
In the interim, we perform quarterly reviews to ascertain whether changes to claims paid or case reserves have varied from our expectations developed during the last annual reserve review. In this event, we consider the timing and magnitude of the actual versus expected development, and we may record an interim adjustment to our recorded reserves if, and when warranted.
Enhanzed Re
As part of our strategic review of Enhanzed Re, we evaluated the current marketplace offerings and the strategic position of Enhanzed Re to take advantage of future opportunities and have concluded that we will not be seeking new life business portfolios for the Enhanzed Re platform.
Investment Outlook
Global financial markets remain, in our view, volatile in 2022 as we expect continued disruption to certain global supply chains caused by the Russian invasion of Ukraine, and resulting sanctions against Russia, as well as the U.S. Federal Reserve signaling further rate rises combined with a tapering down of its bond-buying program in 2022.
Despite our unrealized losses on fixed income investments during the quarter, higher interest rates also provide us with the opportunity to reinvest at higher yields as our securities mature or as we invest premium received from new business. Furthermore, a portion of our portfolio is allocated to floating-rate assets and non-core assets with inflationary pass-through components, which should mitigate some of the impact of rising rates.
Global equity markets have similarly experienced a turbulent start to the year. However, we remain committed to our investment strategy and expect our other investments, including equities, to provide higher returns and diversification benefits over the long term.
We are actively seeking investment opportunities with inflationary pass-through components, including investments in private credit, real estate, and infrastructure asset classes.
Inflation
We continue to monitor the inflationary impacts resulting from pandemic-related government stimulus, supply-demand imbalances, and labor force and supply chain disruptions, on our loss cost trends. Our Run-off net loss reserves primarily consist of general casualty, workers’ compensation and asbestos lines of business which, as long tailed lines of business, have not, so far, been significantly impacted by recent inflationary pressures in comparison to other lines of business such as property and auto lines. The limited impact of inflation on our loss cost trends reflects a combination of the opportunity we have to re-price seasoned books of business and to cap exposures through contractual limits at the time of underwriting new Run-off transactions, the operation of a reserving process
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 33
Item 2 | Management's Discussion and Analysis | Current Outlook
that considers long-term inflationary expectations in loss trends, and our claims management model that seeks to settle claims in an efficient and responsive manner, reducing the risk of increased claims costs.
Governmental policy responses to inflation have led to increases in interest rates, which, in the short term, have had a significant impact on our investments, in particular our fixed maturity securities. Any further rise in interest rates will have further negative impacts on our fixed income investments. We will continue to monitor liquidity, capital and potential earnings impact of these changes but remain focused on medium to long term asset allocation decisions.
Inflation may also result in increased wage pressures for our operating expenses, as we remain focused on being a competitive employer in our market.
Capital Outlook
We continue to review S&P’s proposed changes to its capital adequacy model and monitor market and regulatory reaction to the proposed changes. The proposal has not been finalized, but it could increase the level of capital S&P requires for a particular financial strength rating and/or reduce the level of eligible capital.
As part of our capital management strategy, we will continue to make our own assessment of the appropriate level of capital to support our business operations.
Russian Invasion of Ukraine
The Russian invasion of Ukraine has led to volatility in global commodity markets, most notably the energy market, as well as the loss of insured property in Ukraine and Russia. We have performed a review of potential exposures in our investment portfolio, our underwriting risks, and our acquisition pipeline, and considered operational disruption, and have concluded that there are no significant direct impacts from this event at this time. We continue to monitor for changes to sanctioned individuals and organizations and update our procedures accordingly.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 34
Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources
Liquidity and Capital Resources
Overview
We aim to generate cash flows from our (re)insurance operations and investments, preserve sufficient capital for future acquisitions and new business, and develop relationships with lenders who provide borrowing capacity at competitive rates.
Our capital resources as of March 31, 2022 included ordinary shareholders' equity of $5.0 billion, preferred equity of $510 million, noncontrolling interest of $233 million, redeemable noncontrolling interest of $181 million, and debt obligations of $1.9 billion. Based on our current loss reserves2 and investment positions, we believe we are well capitalized.
The following table details our capital position:
March 31, 2022
December 31, 2021
$ Change
%/pp Change
(in millions of U.S. dollars)
Ordinary shareholders' equity
$
5,024
$
5,586
$
(562)
(10)
%
Series D and E Preferred Shares
510
510
—
—
%
Total Enstar shareholders' equity
5,534
6,096
(562)
(9)
%
Noncontrolling interest
233
230
3
1
%
Total shareholders' equity
5,767
6,326
(559)
(9)
%
Debt obligations
1,904
1,691
213
13
%
Redeemable noncontrolling interest
181
179
2
1
%
Total capitalization
$
7,852
$
8,196
$
(344)
(4)
%
Total capitalization attributable to Enstar
$
7,438
$
7,787
$
(349)
(4)
%
Debt to total capitalization
24.2
%
20.6
%
3.6
pp
Debt and Series D and E Preferred Shares to total capitalization
30.7
%
26.9
%
3.8
pp
Debt to total capitalization attributable to Enstar
25.6
%
21.7
%
3.9
pp
Debt and Series D and E Preferred Shares to total capitalization attributable to Enstar
32.5
%
28.3
%
4.2
pp
As of March 31, 2022, we had $763 million of cash and cash equivalents, excluding restricted cash, that supports (re)insurance operations, and included in this amount was $396 million held by our foreign subsidiaries outside of Bermuda.
Based on our group's current corporate structure with a Bermuda domiciled parent company and the jurisdictions in which we operate, if the cash and cash equivalents held by our foreign subsidiaries were to be distributed to us, as dividends or otherwise, such amounts would not be subject to incremental income taxes; however, in certain circumstances withholding taxes may be imposed by some jurisdictions, including by the United States.
Based on existing tax laws, regulations and our current intentions, there were no accruals as of March 31, 2022 for any material withholding taxes on dividends or other distributions.
Share Repurchases and Dividends
We believe that the best investment is in our business, by funding future transactions and meeting our financing obligations. We may choose to return value to shareholders in the form of share repurchases or dividends. To date, we have not declared any dividends on our ordinary shares. For details on our share repurchase programs, refer to Notes 11 and 15 to our condensed consolidated financial statements. We may re-evaluate this strategy from time to time based on overall market conditions and other factors.
We have issued 16,000 Series D Preferred Shares with an aggregate liquidation value of $400 million and 4,400 Series E Preferred Shares with an aggregate liquidation value of $110 million. The dividends on both Series of Preferred Shares are non-cumulative and may be paid quarterly in arrears, only when, as and if declared.
2Including gross loss reserves, future policyholder benefits and defendant A&E liabilities.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 35
Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources
Any payment of common or preferred dividends must be approved by our Board. Our ability to pay ordinary and preferred dividends is subject to certain restrictions.
Sources and Uses of Cash
Holding Company Liquidity
The potential sources of cash flows to Enstar as a holding company consist of cash flows from our subsidiaries including dividends, advances and loans, and interest income on loans to our subsidiaries. We also utilize our credit and loan facilities, and we have issued senior notes and preferred shares and guaranteed junior subordinated notes issued by one of our subsidiaries.
We use cash to fund new acquisitions of companies and significant new business. We also utilize cash for our operating expenses associated with being a public company and to pay dividends on our preferred shares and interest and principal on loans from subsidiaries and debt obligations, including loans under our credit facilities, our Senior Notes, our Junior Subordinated Notes and Enhanzed Re’s 2031 Subordinated Notes (together with the Junior Subordinated Notes, the "Subordinated Notes").
Under the eligible capital rules of the Bermuda Monetary Authority (“BMA”), the Senior Notes qualify as Tier 3 capital and the Preferred Shares and Subordinated Notes qualify as Tier 2 capital when considering the Bermuda Solvency Capital Requirements (“BSCR”).
We may, from time to time, raise capital from the issuance of equity, debt or other securities as we continuously evaluate our strategic opportunities. We filed an automatic shelf registration statement on August 17, 2020 with the SEC to allow us to conduct future offerings of certain securities, if desired, including debt, equity and other securities.
As we are a holding company and have no substantial operations of our own, our assets consist primarily of investments in subsidiaries and our loans and advances to subsidiaries. Dividends from our (re)insurance subsidiaries are restricted by (re)insurance laws and regulations, as described below. The ability of all of our subsidiaries to make distributions and transfers to us may also be restricted by, among other things, other applicable laws and regulations and the terms of our credit facilities and our subsidiaries' bank loans and other issued debt instruments.
U.S. Finance Company Liquidity
Enstar Finance is a wholly-owned finance subsidiary and is dependent upon funds from other subsidiaries to pay any amounts due under the Junior Subordinated Notes. In addition, as noted above, we are a holding company that conducts substantially all of our operations through our subsidiaries. Our only significant assets are the capital stock of our subsidiaries. Because substantially all of our operations are conducted through our (re)insurance subsidiaries, substantially all of our consolidated assets are held by our subsidiaries and most of our cash flow, and, consequently, our ability to pay any amounts due under the guaranty of the Junior Subordinated Notes, is dependent upon the earnings of our subsidiaries and the transfer of funds by those subsidiaries to us in the form of distributions or loans.
In addition, the ability of our (re)insurance subsidiaries to make distributions or other transfers to Enstar Finance or us is limited by applicable insurance laws and regulations, as described below. These laws and regulations and the determinations by the regulators implementing them may significantly restrict such distributions and transfers, and, as a result, adversely affect the overall liquidity of Enstar Finance or us. The ability of all of our subsidiaries to make distributions and transfers to Enstar Finance and us may also be restricted by, among other things, other applicable laws and regulations and the terms of our credit facilities and our subsidiaries’ bank loans and other issued debt instruments.
Operating Company Liquidity
The ability of our (re)insurance subsidiaries to pay dividends and make other distributions is limited by the applicable laws and regulations of the jurisdictions in which our (re)insurance subsidiaries operate, including Bermuda, the United Kingdom, the United States, Australia and Continental Europe, which subject these subsidiaries to significant regulatory restrictions.
These laws and regulations require, among other things, certain of our (re)insurance subsidiaries to maintain minimum capital requirements and limit the amount of dividends and other payments that these subsidiaries can pay to us, which in turn may limit our ability to pay dividends and make other payments.
As of March 31, 2022, all of our (re)insurance subsidiaries’ capital requirement levels were in excess of the
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 36
Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources
minimum levels required.
Our subsidiaries' ability to pay dividends and make other forms of distributions may also be limited by our repayment obligations under certain of our outstanding credit facility agreements and other debt instruments. Variability in ultimate loss payments may also result in increased liquidity requirements for our subsidiaries.
Our sources of funds primarily consist of cash and investment portfolios acquired on the completion of acquisitions and new business, investment income earned, proceeds from sales and maturities of investments and collection of reinsurance recoverables.
Cash balances acquired upon the purchase of (re)insurance companies are classified as cash provided by investing activities, whereas cash from new business is classified as cash provided by operating activities.
We expect to use funds from cash and investment portfolios, collected premiums, collections from reinsurance debtors, investment income and proceeds from sales and redemptions of investments to meet expected claims payments and operational expenses, with the remainder used for acquisitions and additional investments.
Operating cashflows for the three months ended March 31, 2022 were negative as we did not assume any new business in the quarter and cash used to purchase trading securities exceeded cash provided by sales and maturities of trading securities. By contrast operating cashflows for the three months ended March 31, 2021 were positive as the cash from new business exceeded net purchases of trading securities, with the net proceeds being used in the purchase of AFS securities and other investments included within investing cash flows.
Overall, we expect our cash flows, together with our existing capital base and cash and investments acquired and from new business, to be sufficient to meet cash requirements and to operate our business.
Cash Flows
The following table summarizes our consolidated cash flows (used in) provided by operating, investing and financing activities:
Three Months Ended March 31,
2022
2021
$ Change
% Change
(in millions of U.S. dollars)
Cash (used in) provided by:
Operating activities
$
(643)
$
808
$
(1,451)
(180)
%
Investing activities
(481)
(1,387)
906
(65)
%
Financing activities
162
(23)
185
NM
Effect of exchange rate changes on cash
5
1
4
NM
Net decrease in cash and cash equivalents
(957)
(601)
(356)
59
%
Cash, cash equivalents and restricted cash, beginning of period
2,092
1,373
719
52
%
Net change in cash of businesses held-for-sale
—
224
(224)
(100)
%
Cash and cash equivalents and restricted cash, end of period
$
1,135
$
996
$
139
14
%
Reconciliation to Condensed Consolidated Balance Sheets:
Cash and Cash equivalents
$
763
$
563
$
200
36
%
Restricted cash and cash equivalents
372
433
(61)
(14)
%
Total cash, cash equivalents and restricted cash
$
1,135
$
996
$
139
14
%
NM - Not meaningful, we define NM as changes greater than or equal to +/- 300%.
Three Months Ended March 31, 2022 versus 2021: Cash and cash equivalents decreased by $957 million during the three months ended March 31, 2022 compared to $601 million during the three months ended March 31, 2021.
Cash used in operations of $643 million for the three months ended March 31, 2022 was predominantly driven by:
(i) net paid losses of $418 million; and
(ii) the cash outflows from net purchases of trading securities of $191 million.
Cash used in investing activities of $481 million for the three months ended March 31, 2022 primarily related to:
(i) net purchases of other investments of $583 million; partially offset by
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 37
Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources
(ii) net sales and maturities of AFS securities of $102 million.
Cash provided by financing activities of $162 million for the three months ended March 31, 2022 was attributable to the net issuance of debt of $213 million, partially offset by share repurchases of $42 million and preferred share dividends of $9 million.
Cash provided by operations for the three months ended March 31, 2021 was predominantly driven by:
(i) cash, restricted cash and cash equivalents from new business of $985 million; partially offset by,
(ii) net paid losses of $342 million; and
(iii) the cash outflows from net sales and maturities of trading securities of $19 million.
Cash used in investing activities for the three months ended March 31, 2021 primarily related to net purchases of AFS securities of $1.0 billion and the sale of subsidiaries, net of cash previously held, of $232 million.
Cash used in financing activities for the three months ended March 31, 2021 was attributable to net loan repayments of $10 million, share repurchases of $4 million and preferred share dividends of $9 million.
The change in cash of businesses held-for-sale for the three months ended March 31, 2021 was due to the disposal of Northshore Holdings Limited ("Northshore").
Investable Assets
We define investable assets as the sum of total investments, cash and cash equivalents, restricted cash and cash equivalents and funds held. Investable assets were $20.6 billion as of March 31, 2022 as compared to $21.7 billion as of December 31, 2021. This represents a decrease of 5.0% primarily due to a decline in the carrying value of our fixed income securities and other investments, including equities, and net paid losses.
Reinsurance Balances Recoverable on Paid and Unpaid Losses
As of March 31, 2022 and December 31, 2021, we had reinsurance balances recoverable on paid and unpaid losses of $1.4 billion and $1.5 billion, respectively.
Our (re)insurance run-off subsidiaries and assumed portfolios, prior to acquisition, used retrocessional agreements to reduce their exposure to the risk of (re)insurance assumed.
We remain liable to the extent that retrocessionaires do not meet their obligations under these agreements, and therefore, we evaluate and monitor concentration of credit risk among our reinsurers. Provisions are made for amounts considered potentially uncollectible.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 38
Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources
Debt Obligations
We utilize debt financing and loan facilities primarily for funding acquisitions and significant new business, investment activities and, from time to time, for general corporate purposes.
Our debt obligations as of March 31, 2022 and December 31, 2021 were as follows:
Facility
Origination Date
Term
March 31, 2022
December 31, 2021
(in millions of U.S. dollars)
4.50% Senior Notes due 2022
March 10, 2017
5 years
$
—
$
280
4.95% Senior Notes due 2029
May 28, 2019
10 years
495
495
3.10% Senior Notes due 2031
August 24, 2021
10 years
495
495
Total Senior Notes
990
1,270
5.75% Junior Subordinated Notes due 2040
August 26, 2020
20 years
345
345
5.50% Junior Subordinated Notes due 2042
January 14, 2022
20 years
493
—
5.50% Enhanzed Re's Subordinated Notes due 2031
December 20, 2018
12.1 years
76
76
Total Subordinated Notes
914
421
Total debt obligations
$
1,904
$
1,691
Our debt obligations increased by $213 million from December 31, 2021 primarily due to the issuance of our 2042 Junior Subordinated Notes, partially offset by the repayment upon maturity of our 2022 Senior Notes.
Credit Ratings
The following table presents our credit ratings as of May 5, 2022:
Credit ratings (1)
Standard and Poor’s
Fitch Ratings
Long-term issuer
BBB (Outlook: Positive)
BBB (Outlook: Positive)
2029 Senior Notes
BBB
BBB-
2031 Senior Notes
BBB-
BBB-
2040 and 2042 Junior Subordinated Notes
BB+
BB+
2031 Subordinated Notes
Not Rated
Not Rated
Series D and E Preferred Shares
BB+
BB+
(1) Credit ratings are provided by third parties, Standard & Poor’s and Fitch Ratings, and are subject to certain limitations and disclaimers. For information on these ratings, refer to the rating agencies’ websites and other publications.
Agency ratings are not a recommendation to buy, sell or hold any of our securities and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating3.
Off-Balance Sheet Arrangements
As of March 31, 2022, we have entered into certain investment commitments and parental guarantees4. We also utilize unsecured and secured letters of credit and a deposit facility. We do not believe it is reasonably likely that these arrangements will have a material current or future effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, cash requirements or capital resources.
3For information on risks related to our credit ratings, refer to "Item 1A. Risk Factors - Risks Relating to Liquidity and Capital Resources" and "Item 1A. Risk Factors - Risks Relating to Ownership of our Shares" in our Annual Report on Form 10-K for the year ended December 31, 2021.
4Refer to Note 14 to our condensed consolidated financial statements for further details.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 39
This quarterly report and the documents incorporated by reference herein contain statements that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to our financial condition, results of operations, business strategies, operating efficiencies, competitive positions, growth opportunities, plans and objectives of our management, as well as the markets for our securities and the insurance and reinsurance sectors in general.
Statements that include words such as "estimate," "project," "plan," "intend," "expect," "anticipate," "believe," "would," "should," "could," "seek," "may" and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise.
All forward-looking statements are necessarily estimates or expectations, and not statements of historical fact, reflecting the best judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.
These forward looking statements should, therefore, be considered in light of various important factors, including those set forth in this report and in our Annual Report on Form 10-K for the year ended December 31, 2021, which could cause actual results to differ materially from those suggested by the forward-looking statements. These factors include:
•the adequacy of our loss reserves and the need to adjust such reserves as claims develop over time, including due to the impact of emerging claim and coverage issues and disputes that could impact reserve adequacy;
•our acquisitions, including our ability to evaluate opportunities, successfully price acquisitions, address operational challenges, support our planned growth and assimilate acquired portfolios and companies into our internal control system in order to maintain effective internal controls, provide reliable financial reports and prevent fraud;
•increased competitive pressures, including increased competition in the market for run-off business;
•our ability to obtain regulatory approvals, including the timing, terms and conditions of any such approvals, and to satisfy other closing conditions in connection with our acquisition agreements, which could affect our ability to complete acquisitions;
•Enhanzed Re’s life and annuity business, including the performance of assets to support the liabilities, the risk of mismatch in asset/liability duration and assumptions used to estimate reserves for future policy benefits proving to be inaccurate;
•the variability of statutory capital requirements and the risk that we may require additional capital in the future, which may not be available or may be available only on unfavorable terms;
•our reinsurance subsidiaries may not be able to provide the required collateral to ceding companies pursuant to their reinsurance contracts, including through the use of letters of credit;
•the availability and collectability of our ceded reinsurance;
•the ability of our subsidiaries to distribute funds to us and the resulting impact on our liquidity;
•losses due to foreign currency exchange rate fluctuations;
•climate change and its potential impact on the returns from our run-off business and our investments;
•the value of our investment portfolios and the investment income that we receive from these portfolios may decline materially as a result of market fluctuations and economic conditions, including those related to interest rates, credit spreads and equity prices;
•our ability to structure our investments in a manner that recognizes our liquidity needs;
•our strategic investments in alternative asset classes and joint ventures, which are illiquid and may be volatile;
•our ability to accurately value our investments, which requires methodologies, estimates and assumptions that can be highly subjective, and the inaccuracy of which could adversely affect our financial condition;
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 40
•the complex regulatory environment in which we operate, including that ongoing or future industry regulatory developments will disrupt our business, affect the ability of our subsidiaries to operate in the ordinary course or to make distributions to us, or mandate changes in industry practices in ways that increase our costs, decrease our revenues or require us to alter aspects of the way we do business;
•loss of key personnel;
•operational risks, including cybersecurity events, external hazards, human failures or other difficulties with our information technology systems that could disrupt our business or result in the loss of critical and confidential information, increased costs;
•tax, regulatory or legal restrictions or limitations applicable to us or the (re)insurance business generally;
•changes in tax laws or regulations applicable to us or our subsidiaries, or the risk that we or one of our non-U.S. subsidiaries become subject to significant, or significantly increased, income taxes in the United States or elsewhere; and
•the ownership of our shares resulting from certain provisions of our bye-laws and our status as a Bermuda company.
The factors listed above should not be construed as exhaustive and should be read in conjunction with the Risk Factors that are included in our Annual Report on Form 10-K for the year ended December 31, 2021. We undertake no obligation to publicly update or review any forward looking statement, whether to reflect any change in our expectations with regard thereto, or as a result of new information, future developments or otherwise, except as required by law.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 41
Item 3 | Quantitative and Qualitative Disclosures About Market Risk
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are principally exposed to four types of market risk: interest rate risk, credit risk, equity price risk and foreign currency risk. For the three months ended March 31, 2022, there were no material changes to these market risks or our policies to address these market risks, as disclosed in “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2021. Please see such section for a discussion of our exposure to and policies to address these market risks.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 42
In addition to the cash flows presented above, for the three months ended March 31, 2021, our non-cash investing activities included: the receipt of other investments as consideration totaling $52 million; unsettled purchases and sales of AFS and other investments of $103 million and $9 million, respectively; and contributions of $481 million to other investments, fully funded through the redemption of other investments totaling $381 million and a $100 million reduction in investment fees.
For the three months ended March 31, 2021 our non-cash financing activities included distributions to redeemable noncontrolling interest ("RNCI") totaling $202 million and the issuance of 89,590 shares following the exercise of 175,901 warrants on a non-cash basis.
For the three months ended March 31, 2022, our non-cash investing activities included unsettled purchases and sales of AFS and other investments of $33 million and $4 million respectively.
See accompanying notes to the unaudited condensed consolidated financial statements
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 49
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Enstar Group Limited ("Enstar") is a leading global (re)insurance group that offers innovative capital release solutions through its network of group companies. Our core focus is acquiring and managing (re)insurance companies and portfolios of (re)insurance business in run-off.
These unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Rules and Regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the financial information and note disclosures required by U.S. GAAP for complete consolidated financial statements.
In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, that are normal and recurring in nature, necessary for fair financial statement presentation. All intercompany accounts and transactions have been eliminated and certain comparative information has been reclassified to conform to the current presentation.
The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 50
Item 1 | Notes to Consolidated Financial Statements | Note 2. Segment Information
2. SEGMENT INFORMATION
Our segment structure is aligned with how our chief operating decision maker ("CODM"), who was determined to be our Chief Executive Officer, views our business, assesses performance and allocates resources to our business components. Our business is organized into four reportable segments: (i) Run-off; (ii) Enhanzed Re; (iii) Investments; and (iv) Legacy Underwriting. In addition, our corporate and other activities, which do not qualify as an operating segment, include income and expense items that are not directly attributable to our reportable segments.
Our assets are reviewed on a consolidated basis by management for decision making purposes since they support business operations across all of our four reportable segments as well as our corporate and other activities. We do not allocate assets to our reportable segments with the exception of (re)insurance balances recoverable on paid and unpaid losses and goodwill that are directly attributable to our reportable segments.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 51
Item 1 | Notes to Consolidated Financial Statements | Note 2. Segment Information
The following tables set forth select unaudited condensed consolidated statement of earnings results by segment and our corporate and other activities:
Three Months Ended
March 31, 2022
March 31, 2021
(in millions of U.S. dollars)
Income
Run-off
$
27
$
95
Enhanzed Re
14
—
Investments
(336)
41
Legacy Underwriting
2
13
Subtotal
(293)
149
Corporate and other
3
10
Total income
$
(290)
$
159
Earnings from equity method investments
Investments
$
31
$
118
Segment net earnings (loss)
Run-off (1)
$
19
$
33
Enhanzed Re
29
—
Investments (1)
(314)
156
Legacy Underwriting
—
2
Total segment net (loss) earnings
(266)
191
Corporate and other:
Other income (expense) (2)
3
(5)
Net gain on sale of subsidiaries
—
15
Net incurred losses and loss adjustment expenses (“LAE”) (3)
63
65
General and administrative expenses (1)
(34)
(50)
Interest expense
(25)
(16)
Net foreign exchange losses
(3)
(3)
Income tax expense
—
6
Net earnings attributable to noncontrolling interest
(11)
(11)
Dividends on preferred shares
(9)
(9)
Total - Corporate and other (1)
(16)
(8)
Net (loss) earnings attributable to Enstar Ordinary Shareholders
(282)
$
183
(1) We refined our approach to our general and administrative expense allocations in the second quarter of 2021. Under the revised methodology, our first quarter 2021 general and administrative expenses for the Run-off and Investments segments would have increased by $16 million and $3 million, respectively, and our corporate and other activities would have decreased by $19 million.
(2) Other income (expense) for corporate and other activities includes the amortization of fair value adjustments associated with the acquisition of DCo LLC (“DCo”) and Morse TEC LLC (“Morse TEC”).
(3) Net incurred losses and LAE for corporate and other activities includes the amortization of deferred charge assets (“DCAs”) on retroactive reinsurance contracts, fair value adjustments associated with the acquisition of companies and the changes interest components of the fair value of assets and liabilities related to our assumed retroactive reinsurance contracts for which we have elected the fair value option. The three months ended March 31, 2022 included accelerated amortization of $24 million corresponding to increased favorable prior period development (“PPD”) on net ultimate liabilities recorded in our Run-off segment. There was no accelerated amortization for the three months ended March 31, 2021.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 52
i.trading portfolios of short-term and fixed maturity investments and equities, carried at fair value;
ii.AFS portfolios of short-term and fixed maturity investments, carried at fair value;
iii.other investments, including equities, carried at fair value;
iv.equity method investments; and
v.funds held - directly managed.
Short-term and Fixed Maturity Investments
Asset Types
The fair values of the following underlying asset categories are set out below:
March 31, 2022
Short-term investments, trading
Short-term investments, AFS
Fixed maturities, trading
Fixed maturities, AFS
Fixed maturities, funds held - directly managed
Total
(in millions of U.S. dollars)
U.S. government and agency
$
5
$
47
$
90
$
393
$
151
$
686
U.K. government
—
1
71
9
—
81
Other government
2
1
235
147
215
600
Corporate (1)
—
9
2,298
3,163
757
6,227
Municipal
—
—
71
117
65
253
Residential mortgage-backed
—
—
87
344
106
537
Commercial mortgage-backed
—
—
223
575
245
1,043
Asset-backed
—
1
172
520
89
782
Structured products
—
—
—
—
986
986
Total fixed maturity and short-term investments
$
7
$
59
$
3,247
$
5,268
$
2,614
$
11,195
(1) Includes convertible bonds of $205 million, which includes embedded derivatives of $41 million.
December 31, 2021
Short-term investments, trading
Short-term investments, AFS
Fixed maturities, trading
Fixed maturities, AFS
Fixed maturities, funds held - directly managed
Total
(in millions of U.S. dollars)
U.S. government and agency
$
3
$
25
$
102
$
434
$
183
$
747
U.K. government
—
—
73
10
—
83
Other government
3
—
285
128
247
663
Corporate (1)
—
8
2,660
3,350
796
6,814
Municipal
—
—
85
128
73
286
Residential mortgage-backed
—
—
104
391
115
610
Commercial mortgage-backed
—
—
250
562
262
1,074
Asset-backed
—
1
197
649
97
944
Structured Products
—
—
—
—
1,033
1,033
Total fixed maturity and short-term investments
$
6
$
34
$
3,756
$
5,652
$
2,806
$
12,254
(1) Includes convertible bonds of $223 million, which includes embedded derivatives of $43 million.
Included within residential and commercial mortgage-backed securities as of March 31, 2022 were securities issued by U.S. governmental agencies with a fair value of $404 million (December 31, 2021: $460 million).
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 53
The contractual maturities of our short-term and fixed maturity investments, classified as trading and AFS and the fixed maturity investments included within our funds held - directly managed balance are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
As of March 31, 2022
Amortized Cost
Fair Value
% of Total Fair Value
(in millions of U.S. dollars)
One year or less
$
381
$
382
3.4
%
More than one year through five years
3,273
3,218
28.7
%
More than five years through ten years
2,511
2,373
21.2
%
More than ten years
3,053
2,860
25.6
%
Residential mortgage-backed
558
537
4.8
%
Commercial mortgage-backed
1,084
1,043
9.3
%
Asset-backed
793
782
7.0
%
$
11,653
$
11,195
100.0
%
Unrealized Gains and Losses on AFS Short-term and Fixed Maturity Investments
The amortized cost, unrealized gains and losses, allowance for credit losses and fair values of our short-term and fixed maturity investments classified as AFS were as follows:
Gross Unrealized Gains
Gross Unrealized Losses
As of March 31, 2022
Amortized Cost
Non-Credit Related Losses
Allowance for Credit Losses
Fair Value
(in millions of U.S. dollars)
U.S. government and agency
$
458
$
—
$
(18)
$
—
$
440
U.K. government
11
—
(1)
—
10
Other government
151
1
(4)
—
148
Corporate
3,391
12
(202)
(29)
3,172
Municipal
128
—
(11)
—
117
Residential mortgage-backed
363
—
(19)
—
344
Commercial mortgage-backed
605
1
(31)
—
575
Asset-backed
527
—
(6)
—
521
$
5,634
$
14
$
(292)
$
(29)
$
5,327
Gross Unrealized Gains
Gross Unrealized Losses
As of December 31, 2021
Amortized Cost
Non-Credit Related Losses
Allowance for Credit Losses
Fair Value
(in millions of U.S. dollars)
U.S. government and agency
$
463
$
1
$
(5)
$
—
$
459
U.K. government
10
—
—
—
10
Other government
127
2
(1)
—
128
Corporate
3,384
29
(45)
(10)
3,358
Municipal
129
1
(2)
—
128
Residential mortgage-backed
394
1
(4)
—
391
Commercial mortgage-backed
566
3
(7)
—
562
Asset-backed
650
1
(1)
—
650
$
5,723
$
38
$
(65)
$
(10)
$
5,686
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 54
Gross Unrealized Losses on AFS Short-term and Fixed Maturity Investments
The following tables summarizes our short-term and fixed maturity investments classified as AFS that were in a gross unrealized loss position, for which an allowance for credit losses has not been recorded:
12 Months or Greater
Less Than 12 Months
Total
As of March 31, 2022
Fair Value
Gross Unrealized Losses
Fair Value
Gross Unrealized Losses
Fair Value
Gross Unrealized Losses
(in millions of U.S. dollars)
U.S. government and agency
$
73
$
(5)
$
363
$
(13)
$
436
$
(18)
U.K. government
—
—
2
—
2
—
Other government
—
—
56
(1)
56
(1)
Corporate
22
(2)
766
(25)
788
(27)
Municipal
2
—
51
(5)
53
(5)
Residential mortgage-backed
48
(4)
285
(15)
333
(19)
Commercial mortgage-backed
80
(8)
437
(22)
517
(30)
Asset-backed
29
—
446
(6)
475
(6)
Total short-term and fixed maturity investments
$
254
$
(19)
$
2,406
$
(87)
$
2,660
$
(106)
12 Months or Greater
Less Than 12 Months
Total
As of December 31, 2021
Fair Value
Gross Unrealized Losses
Fair Value
Gross Unrealized Losses
Fair Value
Gross Unrealized Losses
(in millions of U.S. dollars)
U.S. government and agency
$
22
$
(1)
$
373
$
(4)
$
395
$
(5)
U.K. government
—
—
5
—
5
—
Other government
—
—
46
(1)
46
(1)
Corporate
11
—
1,545
(19)
1,556
(19)
Municipal
—
—
77
(2)
77
(2)
Residential mortgage-backed
6
—
315
(4)
321
(4)
Commercial mortgage-backed
21
(1)
419
(6)
440
(7)
Asset-backed
—
—
516
(1)
516
(1)
Total short-term and fixed maturity investments
$
60
$
(2)
$
3,296
$
(37)
$
3,356
$
(39)
As of March 31, 2022 and December 31, 2021, the number of securities classified as AFS in an unrealized loss position for which an allowance for credit loss is not recorded was 2,937 and 2,930, respectively. Of these securities, the number of securities that had been in an unrealized loss position for twelve months or longer was 255 and 93, respectively.
Allowance for Credit Losses on AFS Fixed Maturity Investments
The following tables provide a reconciliation of the beginning and ending allowance for credit losses on our AFS debt securities:
Three Months Ended March 31, 2022
Three Months Ended March 31, 2021
Corporate
Total
Corporate
Commercial mortgage backed
Total
(in millions of U.S. dollars)
Allowance for credit losses, beginning of period
$
(10)
$
(10)
$
—
$
—
$
—
Allowances for credit losses on securities for which credit losses were not previously recorded
(19)
(19)
(12)
(1)
(13)
Allowance for credit losses, end of period
$
(29)
$
(29)
$
(12)
$
(1)
$
(13)
During the three months ended March 31, 2022 and 2021 we did not have any write-offs charged against the allowance for credit losses or any recoveries of amounts previously written-off.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 55
The following table summarizes our equity investments classified as trading:
March 31, 2022
December 31, 2021
(in millions of U.S. dollars)
Publicly traded equity investments in common and preferred stocks
$
387
$
281
Exchange-traded funds
1,682
1,342
Privately held equity investments in common and preferred stocks
375
372
$
2,444
$
1,995
Other Investments
The following table summarizes our other investments carried at fair value:
March 31, 2022
December 31, 2021
(in millions of U.S. dollars)
Hedge funds
$
315
$
291
Fixed income funds
656
573
Private equity funds
1,068
752
Private credit funds
296
275
Equity funds
4
5
CLO equity funds
234
207
CLO equities
156
161
Real estate funds
134
69
$
2,863
$
2,333
The table below details the estimated period by which proceeds would be received if we had provided notice of our intent to redeem or initiated a sales process with respect to our other investments as of March 31, 2022:
Less than 1 Year
1-2 years
2-3 years
More than 3 years
Not Eligible/ Restricted
Total
Redemption Frequency
(in millions of U.S. dollars)
Hedge funds
$
315
$
—
$
—
$
—
$
—
$
315
Monthly to Quarterly
Fixed income funds
604
—
—
—
52
656
Daily to Quarterly
Private equity funds
—
54
—
—
1,014
1,068
Quarterly for unrestricted amount
Private credit funds
—
—
—
—
296
296
N/A
Equity funds
4
—
—
—
—
4
Daily
CLO equity funds
154
48
31
—
1
234
Quarterly to Bi-annually
CLO equities
156
—
—
—
—
156
Daily
Real estate funds
—
—
—
—
134
134
N/A
$
1,233
$
102
$
31
$
—
$
1,497
$
2,863
As of March 31, 2022, none of our investments were subject to gates or side-pockets.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 56
Components of net realized and unrealized gains (losses) were as follows:
Three Months Ended
March 31,
2022
2021
(in millions of U.S. dollars)
Net realized gains (losses) on sales:
Gross realized gains on fixed maturity securities, AFS
$
2
$
5
Gross realized losses on fixed maturity securities, AFS
(18)
(4)
Increase in allowance for expected credit losses on fixed maturity securities, AFS
(19)
(12)
Net losses recognized on equity securities sold during the period
(2)
—
Total net realized losses on sales
$
(37)
$
(11)
Net unrealized (losses) gains:
Fixed maturity securities, trading
$
(223)
$
(151)
Fixed maturity securities in funds held - directly managed
(76)
(44)
Net unrealized (losses) gains recognized on equity securities still held at the reporting date
(42)
29
Other investments
(40)
156
Total net unrealized losses
$
(381)
$
(10)
Net realized and unrealized losses
$
(418)
$
(21)
The gross realized gains and losses on AFS investments for the three months ended March 31, 2022 and 2021 included in the table above resulted from sales of $760 million and $717 million, respectively.
Net recognized gains and losses on fixed maturity trading and the fixed maturities within our funds held-directly managed are presented within net unrealized losses in the table above. This is a change to our previous presentation which split recognized gains (losses) between net realized losses on sale and net unrealized losses. This change resulted in a revision to the presentation of realized losses and losses on sale of investments and unrealized losses on investments within the consolidated statements of cash flows for the three months ended March 31, 2021 (with no impact to net earnings).
Restricted Assets
The carrying value of our restricted assets, including restricted cash of $372 million and $446 million, as of March 31, 2022 and December 31, 2021, respectively, was as follows:
March 31, 2022
December 31, 2021
(in millions of U.S. dollars)
Collateral in trust for third party agreements
$
5,671
$
6,100
Assets on deposit with regulatory authorities
182
196
Collateral for secured letter of credit facilities
94
94
Funds at Lloyd's ("FAL") (1)
379
431
$
6,326
$
6,821
(1) Our businesses include two Lloyd's syndicates. Lloyd's determines the required capital principally through the annual business plan of each syndicate. This capital is referred to as FAL and will be drawn upon in the event that a syndicate has a loss that cannot be funded from other sources. We also utilize unsecured letters of credit for a significant portion of our FAL.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 58
Item 1 | Notes to Consolidated Financial Statements | Note 4. Derivatives and Hedging Instruments
4. DERIVATIVES AND HEDGING INSTRUMENTS
We use derivative instruments in our risk management strategies and investment operations.
Foreign currency forward exchange rate contracts are used in qualifying hedging relationships to hedge the foreign currency exchange rate risk associated with certain of our net investments in foreign operations.
We also utilize foreign currency forward contracts in non-qualifying hedging relationships as part of our overall foreign currency risk management strategy or to obtain exposure to a particular financial market, as well as for yield enhancement and collectively managing credit and duration risk.
From time to time we may also utilize credit default swaps to both hedge and replicate credit exposure and government bond futures contracts for interest rate management.
The following table presents the gross notional amounts and estimated fair values of our derivatives recorded within other assets and liabilities on the consolidated balance sheets as of March 31, 2022 and December 31, 2021:
March 31, 2022
December 31, 2021
Gross Notional Amount
Fair Value
Gross Notional Amount
Fair Value
Assets
Liabilities
Assets
Liabilities
(in millions of U.S. dollars)
Derivatives designated as hedging instruments
Foreign currency forward contracts
$
604
$
15
$
2
$
618
$
—
$
7
Derivatives not designated as hedging instruments
Foreign currency forward contracts
263
1
5
498
2
—
Others
1
—
—
17
—
10
Total
$
868
$
16
$
7
$
1,133
$
2
$
17
The following table presents the net gains and losses deferred in the cumulative translation adjustment account, which is a component of AOCI in shareholders' equity, relating to our qualifying hedges and the net gains and losses included in earnings relating to our non-qualifying hedges for the three months ended March 31, 2022 and 2021:
Amount of Net Gains (Losses)
Three Months Ended
March 31, 2022
March 31, 2021
(in millions of U.S. dollars)
Derivatives designated as hedging instruments
Foreign currency forward contracts
$
14
$
7
Derivatives not designated as hedging instruments
Foreign currency forward contracts
(4)
(2)
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 59
Item 1 | Notes to Consolidated Financial Statements | Note 5. Losses and Loss Adjustment Expenses
5. LOSSES AND LOSS ADJUSTMENT EXPENSES
The liability for losses and LAE, also referred to as loss reserves, represents our gross estimates before reinsurance for unpaid reported losses (Outstanding Loss Reserves, or "OLR") and includes losses that have been incurred but not yet reported ("IBNR") using a variety of actuarial methods. We recognize an asset for the portion of the liability that we expect to recover from reinsurers. LAE reserves include allocated LAE ("ALAE") and unallocated LAE ("ULAE"). ALAE are linked to the settlement of an individual claim or loss, whereas ULAE are based on our estimates of future costs to administer the claims. IBNR includes amounts for unreported claims, development on known claims and reopened claims.
Our loss reserves cover multiple lines of business, including asbestos, environmental, general casualty, workers' compensation, marine, aviation and transit, construction defect, professional indemnity/directors and officers, motor, property and other non-life lines of business.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 60
Item 1 | Notes to Consolidated Financial Statements | Note 5. Losses and Loss Adjustment Expenses
PPD
Reduction in Estimates of Net Ultimate Losses
The following table summarizes the reduction in estimates of net ultimate losses related to prior years by segment and line of business:
Three Months Ended
March 31, 2022
March 31, 2021
(in millions of U.S. dollars)
Run-off segment:
Asbestos
$
1
$
—
Environmental
(2)
—
General casualty
(1)
—
Workers' compensation
(34)
(11)
Marine, aviation and transit
1
(8)
Construction defect
(4)
—
Professional indemnity/Directors and Officers
(3)
(4)
Property
13
(3)
All Other
—
1
Total Run-off segment
(29)
(25)
Total Enhanzed Re segment
(28)
—
Total Legacy Underwriting segment
(1)
(6)
Total
$
(58)
$
(31)
Three Months Ended March 31, 2022:
The reduction in estimates of net ultimate losses of $58 million related to prior periods was primarily driven by the Run-off and Enhanzed Re segments.
The Run-off segment experienced favorable PPD of $29 million which was primarily driven by the workers’ compensation line of business as a result of favorable loss activity in the period, partially offset by adverse PPD in the property lines of business due to unfavorable loss emergence relating to construction risks.
The Enhanzed Re segment experienced favorable PPD of $28 million primarily due to a settlement agreement that capped our COVID-19 losses on the property excess of loss (catastrophe) business.
Three Months Ended March 31, 2021:
The reduction in estimates of net ultimate losses of $31 million related to prior periods was primarily driven by the Run-off segment which experienced continued favorable loss emergence relative to our expectations in our workers’ compensation and marine, aviation and transit lines of business as well as detailed claims reviews across a number of portfolios, including our Lloyd's syndicate. The combination of loss emergence experience and claims management has led to favorable actual versus expected experience on those books of business.
Changes in Fair Value - Fair Value Option
Three Months Ended March 31, 2022 and 2021:
PPD was favorably impacted by changes in the fair value of liabilities for which we have elected the fair value option of $98 million and $75 million for the three months ended March 31, 2022 and 2021, respectively, which was primarily driven by increases in corporate bond yields in 2022 and 2021.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 62
Item 1 | Notes to Consolidated Financial Statements | Note 6. Defendant Asbestos and Environmental Liabilities
6. DEFENDANT ASBESTOS AND ENVIRONMENTAL LIABILITIES
The carrying value of the defendant asbestos and environmental liabilities (“defendant A&E liabilities”), insurance recoveries, future estimated expenses and the fair value adjustments related to DCo and Morse TEC were as follows:
March 31, 2022
December 31, 2021
(in millions of U.S. dollars)
Defendant A&E liabilities:
Defendant asbestos liabilities
$
817
$
826
Defendant environmental liabilities
11
11
Estimated future expenses
37
37
Fair value adjustments
(234)
(236)
Defendant A&E liabilities
631
638
Insurance balances recoverable:
Insurance recoverables related to defendant asbestos liabilities (net of allowance: 2022 and 2021 - $5)
242
264
Fair value adjustments
(50)
(51)
Insurance balances recoverable
192
213
Net liabilities relating to defendant A&E exposures
$
439
$
425
The table below provides a consolidated reconciliation of the beginning and ending liability for defendant A&E liabilities:
Three Months Ended
March 31,
2022
2021
(in millions of U.S. dollars)
Balance as of January 1
$
638
$
706
Insurance balances recoverable
(213)
(250)
Net balance as of January 1
425
456
Total net recoveries (paid claims)
16
(5)
Amounts recorded in other income:
Reduction in estimates of ultimate net liabilities
(3)
(9)
Reduction in estimated future expenses
—
(3)
Amortization of fair value adjustments
1
5
Total other expense
(2)
(7)
Net balance as of March 31
439
444
Insurance balances recoverable
192
248
Balance as of March 31
$
631
$
692
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 63
Item 1 | Notes to Consolidated Financial Statements | Note 7. Fair Value Measurements
7. FAIR VALUE MEASUREMENTS
Fair Value Hierarchy
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants. We use a fair value hierarchy that gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. The hierarchy is broken down into three levels as follows:
•Level 1 - Valuations based on unadjusted quoted prices in active markets that we have the ability to access for identical assets or liabilities. Valuation adjustments and block discounts are not applied to Level 1 instruments.
•Level 2 - Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or significant inputs that are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.
•Level 3 - Valuations based on unobservable inputs where there is little or no market activity. Unadjusted third party pricing sources or management's assumptions and internal valuation models may be used to determine the fair values.
In addition, certain of our other investments are measured using net asset value ("NAV") per share (or its equivalent) as a practical expedient and have not been classified within the fair value hierarchy above.
There have been no material changes in our valuation techniques during the period represented by these condensed consolidated financial statements.
We have categorized our assets and liabilities that are recorded at fair value on a recurring basis among levels based on the observability of inputs, or measured using NAV per share (or its equivalent) as follows:
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 64
Item 1 | Notes to Consolidated Financial Statements | Note 7. Fair Value Measurements
Level 3 Measurements and Changes in Leveling
Transfers into or out of levels are recorded at their fair values as of the end of the reporting period, consistent with the date of determination of fair value.
Investments
The following tables present a reconciliation of the beginning and ending balances for all investments measured at fair value on a recurring basis using Level 3 inputs:
Three Months Ended March 31, 2022
Three Months Ended March 31, 2021
Privately-held Equities
Total
Privately-held Equities
Other Investments
Total
(in millions of U.S. dollars)
Beginning fair value
$
347
$
347
$
275
$
10
$
285
Purchases
—
—
57
—
57
Total unrealized losses (1)
(2)
(2)
(2)
—
(2)
Ending fair value
$
345
$
345
$
330
$
10
$
340
(1) Net unrealized losses included in our condensed consolidated statements of earnings is equal to the change in unrealized losses relating to assets held at the end of the reporting period.
Net unrealized losses related to Level 3 assets in the tables above are included in net unrealized losses in our condensed consolidated statements of earnings.
Valuations Techniques and Inputs
The table below presents the quantitative information related to the fair value measurements for our privately held equity investments measured at fair value on a recurring basis using Level 3 inputs:
Qualitative Information about Level 3 Fair Value Measurements
Item 1 | Notes to Consolidated Financial Statements | Note 7. Fair Value Measurements
Insurance Contracts - Fair Value Option
The following table presents a reconciliation of the beginning and ending balances for all insurance contracts measured at fair value on a recurring basis using Level 3 inputs:
Three Months Ended March 31,
2022
2021
Liability for losses and LAE
Reinsurance balances recoverable
Net
Liability for losses and LAE
Reinsurance balances recoverable
Net
(in millions of U.S. dollars)
Beginning fair value
$
1,989
$
432
$
1,557
$
2,453
$
521
$
1,932
Incurred losses and LAE:
(Reduction) increase in estimates of ultimate losses
(6)
(2)
(4)
(8)
1
(9)
Reduction in provisions for ULAE
(4)
—
(4)
(4)
—
(4)
Changes in fair value due to changes in:
Average payout
5
11
(6)
3
1
2
Corporate bond yield
(114)
(22)
(92)
(97)
(20)
(77)
Total change in fair value
(109)
(11)
(98)
(94)
(19)
(75)
Total incurred losses and LAE
(119)
(13)
(106)
(106)
(18)
(88)
Paid losses
(80)
(28)
(52)
(74)
(12)
(62)
Effect of exchange rate movements
(26)
(3)
(23)
5
—
5
Ending fair value
$
1,764
$
388
$
1,376
$
2,278
$
491
$
1,787
Below is a summary of the quantitative information regarding the significant observable and unobservable inputs used in the internal model to determine fair value on a recurring basis:
Valuation Technique
March 31, 2022
December 31, 2021
Unobservable (U) and Observable (O) Inputs
Weighted Average
Internal model
Corporate bond yield (O)
A rated
A rated
Internal model
Credit spread for non-performance risk (U)
0.2%
0.2%
Internal model
Risk cost of capital (U)
5.1%
5.1%
Internal model
Weighted average cost of capital (U)
8.25%
8.25%
Internal model
Average payout - liability (U)
7.96 years
7.95 years
Internal model
Average payout - reinsurance balances recoverable on paid and unpaid losses (U)
6.41 years
7.63 years
The fair value of the liability for losses and LAE and reinsurance balances recoverable on paid and unpaid losses may increase or decrease due to changes in the corporate bond rate, the credit spread for non-performance risk, the risk cost of capital, the weighted average cost of capital and the estimated payment pattern.
In addition, the estimate of the capital required to support the liabilities is based upon current industry standards for capital adequacy.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 68
Item 1 | Notes to Consolidated Financial Statements | Note 7. Fair Value Measurements
Disclosure of Fair Values for Financial Instruments Carried at Cost
Senior and Subordinated Notes
The following table presents the fair values of our Senior and Subordinated Notes carried at amortized cost:
March 31, 2022
Amortized Cost
Fair Value
(in millions of U.S. dollars)
4.95% Senior Notes due 2029
$
495
$
519
3.10% Senior Notes due 2031
495
448
Total Senior Notes
$
990
$
967
5.75% Junior Subordinated Notes due 2040
$
345
$
350
5.50% Junior Subordinated Notes due 2042
493
476
5.50% Enhanzed Re's Subordinated Notes due 2031
76
76
Total Subordinated Notes
$
914
$
902
The fair value of our Senior Notes and our Junior Subordinated Notes due 2040 and 2042 was based on observable market pricing from a third party pricing service, whereas the fair value of Enhanzed Re’s Subordinated Notes due 2031 was based on observable market pricing for comparable debt from a third party pricing service.
Both the Senior and Subordinated Notes are classified as Level 2.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 69
On January 14, 2022, our wholly-owned subsidiary, Enstar Finance LLC (“Enstar Finance”), completed the issuance and sale of a series of junior subordinated notes due 2042 (the "2042 Junior Subordinated Notes") for an aggregate principal amount of $500 million. The 2042 Junior Subordinated Notes bear interest (i) during the initial five-year period ending January 14, 2027, at a fixed rate per annum of 5.50% and (ii) during each five-year reset period thereafter beginning January 15, 2027, at a fixed rate per annum equal to the five-year U.S. treasury rate calculated as of two business days prior to the beginning of such five-year period plus 4.006%.
The 2042 Junior Subordinated Notes are unsecured junior subordinated obligations of Enstar Finance, are fully and unconditionally guaranteed by the Parent Company on an unsecured and junior subordinated basis, and are contractually subordinated in right of payment to the existing and future obligations of our other subsidiaries (other than Enstar Finance).
The 2042 Junior Subordinated Notes are exclusively the obligations of Enstar Finance and the Parent Company, to the extent of the guarantee, and are not guaranteed by any of our other subsidiaries, which are separate and distinct legal entities and, except for Enstar Finance, have no obligation, contingent or otherwise, to pay holders any amounts due on the 2042 Junior Subordinated Notes or to make any funds available for payment on the 2042 Junior Subordinated Notes, whether by dividends, loans or other payments.
Generally, if an event of default occurs, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2042 Junior Subordinated Notes may declare the principal and accrued and unpaid interest on all of the then outstanding 2042 Junior Subordinated Notes to be due and payable immediately.
Subject to threshold regulatory requirements, Enstar Finance may repurchase the 2042 Junior Subordinated Notes, in whole or in part, at any time during a par call period, at a repurchase price equal to 100% of the principal amount of such notes, plus accrued and unpaid interest, and at any time not during a par call period, plus an additional "make-whole" premium.
We incurred costs of $7 million in issuing the 2042 Junior Subordinated Notes. The net proceeds of the 2042 Junior Subordinated Notes were used to fund the payment at maturity of the outstanding $280 million aggregate principal amount of our 2022 Senior Notes. We intend to use the remaining net proceeds for general corporate purposes, including, but not limited to, funding our acquisitions, working capital and other business opportunities.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 71
The following is a reconciliation of the beginning and ending carrying amount of the equity attributable to the redeemable non-controlling interest (“RNCI”):
Three Months Ended
March 31,
2022
2021
(in millions of U.S. dollars)
Balance as of January 1
$
179
$
365
Distributions paid
—
(202)
Net earnings attributable to RNCI
5
12
Change in unrealized losses on AFS investments attributable to RNCI
(3)
—
Change in currency translation adjustments attributable to RNCI
—
1
Change in redemption value of RNCI
—
(1)
Balance as of March 31
$
181
$
175
The decrease in RNCI for the three months ended March 31, 2021 was primarily driven by the Exchange Transaction5, which was completed on January 1, 2021. Following the completion of the Exchange Transaction, there is no RNCI in respect of Northshore Holdings Limited ("Northshore"), the holding company of Atrium Underwriting Group Limited and Arden Reinsurance Company, and the remaining RNCI as of December 31, 2021 and March 31, 2022 relates only to the remaining international operations of StarStone Specialty Holdings Limited.
Noncontrolling Interest
As of March 31, 2022 and December 31, 2021, we had $233 million and $230 million, respectively, of non-controlling interest (“NCI”) primarily related to external interests in three of our subsidiaries, including Enhanzed Re. A reconciliation of the beginning and ending carrying amount of the equity attributable to NCI is included in the condensed consolidated statements of changes in shareholder's equity.
5 The exchange of a portion of our indirect interest in Northshore for all of the Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. (collectively, the "Trident V Funds") indirect interest in StarStone U.S.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 72
The following is a reconciliation of our beginning and ending ordinary shares:
Voting Ordinary Shares
Non-Voting Convertible Ordinary Series C Shares
Non-Voting Convertible Ordinary Series E Shares
Total Ordinary Shares
Balance as of December 31, 2021
16,625,862
1,192,941
404,771
18,223,574
Shares issued
39,597
—
—
39,597
Shares repurchased (1)
(162,134)
—
—
(162,134)
Balance as of March 31, 2022
16,503,325
1,192,941
404,771
18,101,037
(1) Ordinary Shares that we have repurchased are subject to immediate retirement, resulting in a reduction to the number of Ordinary Shares issued and outstanding.
Voting Ordinary Shares
Share Repurchases
The following table presents our ordinary shares repurchased:
Three Months Ended
March 31, 2022
March 31, 2021
(in millions of U.S. dollars, except share and per share data)
Ordinary shares repurchased
162,134
18,003
Average price per ordinary share
$
257.49
$
234.70
Aggregate price
$
42
$
4
As of March 31, 2022, the remaining capacity under the 2021 Repurchase Program was $17 million.
Preferred Shares
Dividends on Preferred Shares
During the three months ended March 31, 2022 and 2021, we declared and paid dividends on Series D Preferred Shares of $7 million and on Series E Preferred Shares of $2 million for both periods.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 73
(Loss) earnings per share attributable to Enstar ordinary shareholders:
Basic
$
(16.04)
$
8.50
Diluted (4)
$
(16.04)
$
8.38
(1) Weighted-average ordinary shares for basic earnings per share includes ordinary shares (voting and non-voting) but excludes ordinary shares held in the Enstar Group Limited Employee Benefit Trust (the "EB Trust") in respect of Joint Share Ownership Plan ("JSOP") awards.
(2) Share-based dilutive securities include restricted shares, restricted share units, and performance share units. Certain share-based compensation awards, including the ordinary shares held in the EB Trust in respect of JSOP awards, were excluded from the calculation for the three months ended March 31, 2022 and 2021 because they were anti-dilutive.
(3) Warrants to acquire 175,901 Series C Non-Voting Ordinary Shares for an exercise price of $115.00 per share were exercised on a non-cash basis during the three months ended March 31, 2021, which resulted in a total of 89,590 Series C Non-Voting Ordinary Shares being issued in the period. As of December 31, 2021, there were no warrants outstanding following the exercise described. The warrants presented in the table above are a weighted-average of the warrants outstanding for the period.
(4) During a period of loss, the basic weighted average ordinary shares outstanding is used in the denominator of the diluted loss per ordinary share computation as the effect of including potentially dilutive securities would be anti-dilutive.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 75
Item 1 | Notes to Consolidated Financial Statements | Note 13. Related Party Transactions
13. RELATED PARTY TRANSACTIONS
The following tables summarize our related party balances and transactions. Additional details about the nature of our relationships and transactions are disclosed in Note 22 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.
As of March 31, 2022
Stone Point (1) (2)
Northshore
Monument
AmTrust
Citco
Core Specialty
Other
(in millions of U.S. dollars)
Assets
Short-term investments, AFS, at fair value
$
1
$
—
$
—
$
—
$
—
$
—
$
—
Fixed maturities, trading, at fair value
112
158
—
—
—
—
—
Fixed maturities, AFS, at fair value
475
—
—
—
—
—
—
Equities, at fair value
159
37
—
223
—
—
—
Other investments, at fair value
560
12
—
—
—
—
1,643
Equity method investments
—
—
213
—
57
230
19
Total investments
1,307
207
213
223
57
230
1,662
Cash and cash equivalents
60
27
—
—
—
—
—
Restricted cash and cash equivalents
—
6
—
—
—
—
—
Reinsurance balances recoverable on paid and unpaid losses
—
56
—
—
—
2
—
Funds held by reinsured company
—
32
—
—
—
37
—
Other assets
—
73
—
—
—
13
—
Liabilities
Losses and LAE
—
210
—
—
—
467
—
Insurance and reinsurance balances payable
—
55
—
—
—
12
—
Other liabilities
10
99
—
—
—
—
—
Net assets (liabilities)
$
1,357
$
37
$
213
$
223
$
57
$
(197)
$
1,662
Redeemable noncontrolling interest
$
173
$
—
$
—
$
—
$
—
$
—
$
—
(1) As of March 31, 2022, investment funds managed by Stone Point Capital LLC ("Stone Point") own 1,635,986 of our Voting Ordinary Shares, which constitutes 9.9% of our outstanding Voting Ordinary Shares.
(2) As of March 31, 2022, we had unfunded commitments of $192 million to other investments, $21 million to privately held equity and $6 million to fixed maturity investments managed by Stone Point and its affiliated entities.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 76
Item 1 | Notes to Consolidated Financial Statements | Note 13. Related Party Transactions
Three Months Ended
March 31, 2021
Stone Point
Hillhouse (1)
Northshore
Monument
AmTrust
Citco
Enhanzed Re(2)
Core
Other
(in millions of U.S. dollars)
INCOME
Net premiums earned
$
—
$
—
$
20
$
—
$
—
$
—
$
—
$
4
$
—
Net investment income
—
—
1
—
1
—
(1)
—
2
Net realized gains
—
77
—
—
—
—
—
—
—
Net unrealized gains (losses)
25
20
(1)
—
(1)
—
—
—
32
Other income
—
—
(7)
—
—
—
—
5
—
Total income (loss)
25
97
13
—
—
—
(1)
9
34
EXPENSES
Net incurred losses and LAE
—
—
4
—
—
—
—
(8)
—
Acquisition costs
—
—
5
—
—
—
—
(1)
—
General and administrative expenses
—
—
2
—
—
—
—
—
—
Net foreign exchange losses
—
—
2
—
—
—
—
—
—
Total expenses
—
—
13
—
—
—
—
(9)
—
Earnings (loss) from equity method investments
—
—
—
15
—
1
105
(3)
—
Total net earnings
$
25
$
97
$
—
$
15
$
—
$
1
$
104
$
15
$
34
Change in unrealized losses on AFS investments
—
—
—
—
—
—
(1)
—
—
(1) Includes earnings from our direct investment in the InRe Fund, L.P. (the “InRe Fund”), which was managed by AnglePoint Cayman through March 31, 2021, and the impact of a $100 million deduction from amounts due to affiliates of Hillhouse Group from the InRe Fund, which had the effect of increasing our NAV in the InRe Fund on February 21, 2021. The Hillhouse Group ceased to be a related party on July 22, 2021.
(2) Following completion of the Step Acquisition and related consolidation, Enhanzed Re ceased to be a related party on September 1, 2021.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 78
Item 1 | Notes to Consolidated Financial Statements | Note 14. Commitments and Contingencies
14. COMMITMENTS AND CONTINGENCIES
Concentration of Credit Risk
We are subject to credit risk principally in relation to our:
i.investments, including equity method investments;
ii.cash and cash equivalents and restricted cash and cash equivalents;
iii.assets pledged to ceding companies under reinsurance contracts;
iv.(re)insurance balances recoverable on paid and unpaid losses; and
v.funds held by reinsured companies and funds held - directly managed.
As of March 31, 2022, we had a significant funds held concentration of $3.0 billion (December 31, 2021: $3.2 billion) and $1.2 billion (December 31, 2021: $1.2 billion) to reinsured companies with financial strength credit ratings of A+ from A.M. Best and AA from S&P, and A+ from A.M. Best and AA- from S&P, respectively.
We limit the amount of credit exposure to any one counterparty, and none of our counterparty credit exposures, excluding U.S. government instruments and the counterparties noted above, exceeded 10% of shareholders’ equity as of March 31, 2022. Our credit exposure to the U.S. government was $1.1 billion as of March 31, 2022 (December 31, 2021: $1.2 billion).
Legal Proceedings
We are, from time to time, involved in various legal proceedings in the ordinary course of business, including litigation and arbitration regarding claims. Estimated losses relating to claims arising in the ordinary course of business, including the anticipated outcome of any pending arbitration or litigation are included in the liability for losses and LAE in our condensed consolidated balance sheets. In addition to claims litigation, we may be subject to other lawsuits and regulatory actions in the normal course of business, which may involve, among other things, allegations of underwriting errors or omissions, bad faith, employment claims or regulatory activity. We do not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material effect on our business, results of operations or financial condition. We anticipate that, similar to the rest of the (re)insurance industry, we will continue to be subject to litigation and arbitration proceedings in the ordinary course of business, including litigation generally related to the scope of coverage with respect to A&E and other claims.
Unfunded Investment Commitments
As of March 31, 2022, we had unfunded commitments of $1.7 billion to other investments, $31 million to privately held equity, $6 million to fixed maturity investments and $109 million to our majority owned subsidiary Enhanzed Re.
Guarantees
As of March 31, 2022 and December 31, 2021, parental guarantees supporting reinsurance obligations, defendant A&E liabilities, subsidiary capital support arrangements and credit facilities were $2.7 billion, for both periods. We also guarantee the 2040 and 2042 Junior Subordinated Notes, which have an aggregate principal amount of $850 million as of March 31, 2022 (December 31, 2021: $350 million).
Redeemable Noncontrolling Interest
We have the right to purchase the RNCI interests from the RNCI holders at certain times in the future (each such right, a "call right") and the RNCI holders have the right to sell their RNCI interests to us at certain times in the future (each such right, a "put right"). Following the closing of the Exchange Transaction, we have maintained a call right over the portion of StarStone Specialty Holdings Limited owned by the Trident V Funds and Dowling Capital Partners I, L.P. and Capital City Partners LLC, and they will maintain put rights to transfer those interests to us.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 79
The impact from volatility in global financial markets during the first quarter of 2022 will be recognized in future periods as a result of Enhanzed Re and certain other strategic investments being recorded on a one quarter lag basis. We anticipate the unrealized investment losses from this lag to be in the range of between $170 million to $210 million which we expect to record in our second quarter 2022 results. As of March 31, 2022, the carrying value of Enhanzed Re’s investment portfolio, which is recorded on a one quarter lag, was $2.9 billion.
Shareholders’ Equity
Share Repurchases
Subsequent to March 31, 2022, we repurchased 65,249 voting ordinary shares for $17 million at an average price per share of $255.87, and fully utilized the remaining capacity under the 2021 Repurchase Program.
On May 5, 2022, our Board authorized the repurchase of up to $200 million of our ordinary shares, such authorization to be effective through May 5, 2023.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 80
Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2022. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded, except as noted below, that we maintained effective disclosure controls and procedures to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and timely reported as specified in the rules and forms of the U.S. Securities and Exchange Commission and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
On September 1, 2021, we completed our acquisition of the controlling interest of Enhanzed Re. Enhanzed Re is reported on a one quarter lag and therefore its balance sheet and operating results as of and for the three months ended December 31, 2021 are included in our balance sheet and operating results as of and for the three months ended March 31, 2022. Enhanzed Re represented 13.8% of our total assets and 5.1% of our total consolidated net loss as a consolidated subsidiary as of and for the three months ended March 31, 2022. We are in the process of evaluating internal control over financial reporting for Enhanzed Re and have accordingly excluded Enhanzed Re from our evaluation of internal control over financial reporting and related disclosure controls and procedures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 81
For a discussion of legal proceedings, see Note 14 to our condensed consolidated financial statements, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Our results of operations and financial condition are subject to numerous risks and uncertainties described in “Risk Factors” included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021. The risk factors identified therein have not materially changed.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information about ordinary shares acquired by the Company during the three months ended March 31, 2022.
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum Number (or Dollar Value) of Shares that May Yet be Purchased Under the Program (1)
(in millions of U.S. dollars)
Beginning dollar amount available to be repurchased
$
59
January 1, 2022 - January 31, 2022
110,698
$
256.97
110,698
29
February 1, 2022 - February 28, 2022
700
$
260.01
700
—
March 1, 2022 - March 31, 2022
50,736
$
258.59
50,736
13
162,134
162,134
$
17
(1) On November 29, 2021, our Board adopted an ordinary share repurchase program (the "2021 Repurchase Program"), effective through November 30, 2022. Pursuant to the 2021 Repurchase Program, we may repurchase a limited number of our ordinary shares, not to exceed $100 million. As of March 31, 2022, the remaining capacity under the 2021 Repurchase Program was $17 million. Subsequent to March 31, 2022, we repurchased 65,249 voting ordinary shares for $17 million at an average price per share of $255.87, and fully utilized the remaining capacity under the 2021 Repurchase Program. On May 5, 2022, our Board authorized the repurchase of up to $200 million of our ordinary shares, such authorization to be effective through May 5, 2023.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 82
Sixth Amended and Restated Bye-Laws of Enstar Group Limited (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on June 15, 2021).
Certificate of Designations of Series C Participating Non-Voting Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on June 17, 2016).
Certificate of Designations of 7.00% fixed-to-floating rate perpetual non-cumulative preference shares, Series D (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on June 27, 2018).
Certificate of Designations of 7.00% perpetual non-cumulative preference shares, Series E (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on November 21, 2018).
Second Supplemental Indenture dated as of January 14, 2022, among Enstar Finance LLC, Enstar Group Limited and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on January 14, 2022).
Fourth Amendment to Revolving Credit Agreement, dated as of November 16, 2021, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, Barclays Bank PLC, Wells Fargo Bank, National Association, and each of the lenders party thereto.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
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Cover page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)
_______________________________
* filed herewith
** furnished herewith
EnstarGroup Limited | First Quarter 2022 | Form 10-Q 83
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 on May 5, 2022.