Enstar Group Limited Reports Second Quarter Results
Aug 5, 2021
- Net Earnings of
$377.3 million and$560.5 million for the Three and Six Months EndedJune 30, 2021 - Non-GAAP Operating Income1 of
$290.5 million and$574.3 million for the Three and Six Months EndedJune 30, 2021 - Fully diluted book value per share of
$304.59 as ofJune 30, 2021 , an increase of 43.0% year over year - After giving effect to strategic share repurchases completed subsequent to
June 30, 2021 , pro forma fully diluted book value per share2 of$319.25
Enstar reported consolidated net earnings of
The key drivers of net earnings for the three months ended
- Net realized and unrealized gains of
$405.2 million , including$330.0 million relating to our consolidated variable interest entity, other investments and equities, as well as$75.3 million relating to fixed income securities.
The key drivers of net earnings for the six months ended
- Net realized and unrealized gains of
$384.4 million for six months endedJune 30, 2021 , including$515.4 million relating to our consolidated variable interest entity, other investments and equities, partially offset by$130.9 million in unrealized losses relating to fixed income securities; and - Earnings from equity method investments of
$115.0 million .
Non-GAAP operating income1 was
Enstar's ordinary shareholders' equity at
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1 Non-GAAP operating income (loss) and non-GAAP operating income (loss) per fully diluted ordinary share are non-GAAP financial measures as defined in SEC Regulation G. The reconciliations of these non-GAAP measures to the most comparable GAAP financial measures (net earnings (loss) attributable to Enstar ordinary shareholders and diluted net earnings (loss) per ordinary share, respectively) are provided below, along with a discussion of the rationale for the presentation of these items.
2 Pro forma fully diluted book value per share is a Non-GAAP measure that reflects adjustments to the numerator and denominator of fully diluted book value per share to give effect to share repurchase transactions completed subsequent to
About Enstar
Enstar is a NASDAQ-listed leading global insurance group that offers innovative capital release solutions through its network of group companies in
Non-GAAP Operating Income
In addition to presenting net earnings (loss) attributable to Enstar ordinary shareholders and diluted earnings (loss) per ordinary share determined in accordance with
Non-GAAP operating income (loss) is net earnings attributable to Enstar ordinary shareholders excluding: (i) net realized and unrealized (gains) losses on fixed maturity investments and funds held - directly managed included in net earnings (loss), (ii) change in fair value of insurance contracts for which the fair value option has been elected, (iii) (gain) loss on sales of subsidiaries, if any, (iv) net (earnings) loss from discontinued operations, if any, (v) tax effect of these adjustments, where applicable, and (vi) attribution of share of adjustments to noncontrolling interest, where applicable. We eliminate the impact of net realized and unrealized (gains) losses on fixed maturity investments and funds held - directly managed, included in net earnings (loss), and change in fair value of insurance contracts for which the fair value option has been elected because these items are subject to significant fluctuations in fair value from period to period, driven primarily by market conditions and general economic conditions, and therefore their impact on our earnings is not reflective of the performance of our core operations. We eliminate the impact of (gain) loss on sales of subsidiaries and net (earnings) loss from discontinued operations because these are not reflective of the performance of our core operations. Diluted Non-GAAP operating income (loss) per ordinary share is diluted net earnings per ordinary share excluding the per diluted share amounts of each of the adjustments used to calculate non-GAAP operating income.
Enstar's management believe these non-GAAP measures enable readers of our consolidated financial statements to analyze our results in a way that is more aligned with the manner in which our management measures our underlying performance. Enstar's management believe that presenting these non-GAAP financial measures, which may be defined and calculated differently by other companies, improves the understanding of our consolidated results of operations. These measures should not be viewed as substitutes for those calculated in accordance with
Non-GAAP operating income attributable to Enstar ordinary shareholders is calculated by the addition or subtraction of certain items from within our consolidated statements of earnings to or from net earnings attributable to Enstar ordinary shareholders, the most directly comparable GAAP financial measure, as illustrated in the table below:
Three Months Ended | Six Months Ended | ||||||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||||||
(expressed in thousands of |
|||||||||||||||
Net earnings attributable to Enstar ordinary shareholders | $ | 377,326 | $ | 798,553 | $ | 560,523 | $ | 281,732 | |||||||
Adjustments: | |||||||||||||||
Net realized and unrealized (gains) losses on fixed maturity investments and funds held - directly managed (1) | (110,145 | ) | (417,364 | ) | 96,039 | (139,803 | ) | ||||||||
Change in fair value of insurance contracts for which the fair value option has been elected | 17,713 | 134,043 | (57,759 | ) | 75,806 | ||||||||||
Net gain on sales of subsidiaries | — | — | (14,894 | ) | — | ||||||||||
Net loss from discontinued operations | — | 1,152 | — | 3,221 | |||||||||||
Tax effects of adjustments (2) | 4,869 | 39,264 | (11,279 | ) | 13,299 | ||||||||||
Adjustments attributable to noncontrolling interest (3) | 777 | 11,994 | 1,641 | (4,417 | ) | ||||||||||
Non-GAAP operating income attributable to |
$ | 290,540 | $ | 567,642 | $ | 574,271 | $ | 229,838 | |||||||
Diluted net earnings per ordinary share | $ | 17.28 | $ | 36.65 | $ | 25.60 | $ | 12.93 | |||||||
Adjustments: | |||||||||||||||
Net realized and unrealized (gains) losses on fixed maturity investments and funds held - directly managed (1) | (5.04 | ) | (19.15 | ) | 4.40 | (6.42 | ) | ||||||||
Change in fair value of insurance contracts for which the fair value option has been elected | 0.81 | 6.15 | (2.64 | ) | 3.48 | ||||||||||
Net gain on sales of subsidiaries | — | — | (0.68 | ) | — | ||||||||||
Net loss from discontinued operations | — | 0.05 | — | 0.15 | |||||||||||
Tax effects of adjustments (2) | 0.22 | 1.80 | (0.52 | ) | 0.61 | ||||||||||
Adjustments attributable to noncontrolling interest (3) | 0.04 | 0.55 | 0.07 | (0.20 | ) | ||||||||||
Diluted non-GAAP operating income per ordinary share (4) | $ | 13.31 | $ | 26.05 | $ | 26.23 | $ | 10.55 | |||||||
Weighted average ordinary shares outstanding: | |||||||||||||||
Basic | 21,631,749 | 21,565,240 | 21,597,236 | 21,557,542 | |||||||||||
Diluted | 21,832,218 | 21,789,242 | 21,892,744 | 21,788,331 |
(1) | Represents the net realized and unrealized gains and 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. Refer to Note 4 - "Investments" to our condensed consolidated financial statements included within Item 1 of our Quarterly Report on Form 10-Q for the period ended |
(2) | 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. |
(3) | 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. |
(4) | Non-GAAP financial measure. |
Pro Forma Fully Diluted Book Value Per Share - Non-GAAP
In addition to presenting fully diluted book value per share calculated as of
Pro forma fully diluted book value per share is calculated by adjusting the numerator and denominator of fully diluted book value per share to give effect to the completed share repurchase transactions described above. A reconciliation of fully diluted book value per share to pro forma fully diluted book value per share is set forth below:
(expressed in thousands of share and per share data) |
||||||
Numerator: | ||||||
Total Enstar shareholder's equity | $ | 7,187,308 | $ | 6,674,395 | ||
Less: Series D and E preferred shares | 510,000 | 510,000 | ||||
Total Enstar ordinary shareholders' equity (A) | 6,677,308 | 6,164,395 | ||||
Proceeds from assumed conversion of warrants(1) | — | 20,229 | ||||
Numerator for fully diluted book value per ordinary share calculations (B) | $ | 6,677,308 | $ | 6,184,624 | ||
July Share Repurchases (2) | (890,023 | ) | — | |||
Numerator for pro forma fully diluted book value per ordinary share calculations (C) | $ | 5,787,285 | $ | — | ||
Denominator: | ||||||
Ordinary shares outstanding (D) (3) | 21,604,803 | 21,519,602 | ||||
Effect of dilutive securities: | ||||||
Share-based compensation plans (4) | 317,380 | 298,095 | ||||
Warrants(1) | — | 175,901 | ||||
Fully diluted ordinary shares outstanding (E) | 21,922,183 | 21,993,598 | ||||
July Share Repurchases (2) | (3,794,711 | ) | — | |||
Pro forma fully diluted ordinary shares outstanding (F) | 18,127,472 | — | ||||
Book value per ordinary share: | ||||||
Basic book value per ordinary share = (A) / (D) | $ | 309.07 | $ | 286.45 | ||
Fully diluted book value per ordinary share = (B) / (E) | $ | 304.59 | $ | 281.20 | ||
Pro forma fully diluted book value per ordinary share = (C) / (F) | $ | 319.25 | $ | — |
(1) | Warrants to acquire 175,901 Series C Non-Voting Ordinary Shares for an exercise price of |
(2) | Represents shares repurchased in transactions described above. |
(3) | Ordinary shares outstanding includes voting and non-voting shares but excludes ordinary shares held in the |
(4) | Share-based dilutive securities include restricted shares, restricted share units, and performance share units ("PSUs"). The amounts for PSUs and ordinary shares held in the |
Cautionary Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of Enstar and its management team. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Important risk factors regarding Enstar can be found under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended
Contact:
Telephone: +1 (441) 292-3645
Source: Enstar Group Limited