sv3
As filed with the Securities and Exchange Commission on
June 5, 2008
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
ENSTAR GROUP LIMITED
(Exact name of registrant as
specified in its charter)
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Bermuda
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N/A
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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P.O. Box HM
2267
Windsor Place, 3rd Floor, 18
Queen Street
Hamilton HM JX
Bermuda
(441) 292-3645
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Corporation Service
Company
80 State Street
Albany, New York
12207-2543
(800) 927-9800
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
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Robert C. Juelke, Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th & Cherry Streets
Philadelphia, Pennsylvania 19103
(215) 988-2700
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Anthony J. Ribaudo, Esq.
Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
(312) 853-7000
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Approximate date of commencement of proposed sale to the
public: As soon as practicable after the
effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. o
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
(Do not check if a smaller reporting company)
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Smaller reporting
company o
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CALCULATION OF REGISTRATION
FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to be
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Offering
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Aggregate
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Registration
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Securities to be Registered
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Registered
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Price per Share
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Offering Price
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Fee
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Ordinary Shares, par value $1.00 per share
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(1)
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(1)
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$310,500,000(2)
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$12,203
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(1)
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Pursuant to Rule 457(o) under
the Securities Act, the amount of the registration fee is based
on the proposed maximum aggregate offering price.
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(2)
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Includes ordinary shares with a
maximum aggregate offering price of $40,500,000, which the
underwriters have the option to purchase to cover
over-allotments, if any.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE OR THE SELLING SHAREHOLDERS MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND WE AND THE SELLING
SHAREHOLDERS ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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SUBJECT TO COMPLETION, DATED
JUNE 5, 2008
PROSPECTUS
ENSTAR GROUP LIMITED
2,583,900
Ordinary Shares
We are selling 1,913,983 ordinary shares and the selling
shareholders identified in this prospectus are selling 669,917
ordinary shares. We will not receive any of the proceeds from
the sale of the shares by the selling shareholders.
Our ordinary shares are listed on the Nasdaq Global Select
Market under the symbol ESGR. The last reported sale
price on June 4, 2008 was $104.49 per share.
The underwriters have an option to purchase a maximum of 387,585
ordinary shares from us and certain of the selling shareholders
to cover over-allotments of shares.
Investing in our ordinary shares involves a high degree of
risk. We urge you to read carefully the section entitled
Risk Factors on page 8 of this prospectus, as
well as all other information included or incorporated by
reference in this prospectus, before you decide whether to
invest in our ordinary shares.
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Underwriting
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Proceeds to
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Proceeds to
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Price to
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Discounts and
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Enstar
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Selling
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Public
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Commissions
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Group Limited
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Shareholders
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Per Share
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$
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$
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$
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$
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Total
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$
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$
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$
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$
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Delivery of the ordinary shares will be made on or
about
, 2008.
None of the Securities and Exchange Commission, any state
securities commission or insurance regulators, the Registrar of
Companies in Bermuda or the Bermuda Monetary Authority has
approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
Fox-Pitt Kelton Cochran Caronia
Waller
Dowling & Partners
Securities
The date of this prospectus
is ,
2008
TABLE OF
CONTENTS
You should rely only on the information contained or
incorporated by reference in this prospectus. We or the selling
shareholders have not authorized anyone to provide you with
different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We and the
selling shareholders are not making an offer to sell securities
in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus is
accurate only as of the date of the prospectus, and any
information we have incorporated by reference is accurate only
as of the date of the document incorporated by reference, in
each case, regardless of the time of delivery of the prospectus.
Our business, financial condition, results of operations and
prospects may have changed since those dates.
Shares may be offered or sold in Bermuda only in compliance
with the provisions of the Investment Business Act of 2003, the
Exchange Control Act 1972 and related regulations of Bermuda
which regulate the sale of securities in Bermuda. In addition,
specific permission is required from the Bermuda Monetary
Authority, pursuant to the provisions of the Exchange Control
Act 1972 and related regulations, for all issuances and
transfers of securities of Bermuda companies, other than in
cases where the Bermuda Monetary Authority has granted a general
permission. The Bermuda Monetary Authority in its policy dated
June 1, 2005 provides that where any equity securities,
including our ordinary shares, of a Bermuda company are listed
on an appointed stock exchange, general permission is given for
the issue and subsequent transfer of any securities of such
company from
and/or to a
non-resident, for as long as any equity securities of such
company remain so listed. The Nasdaq Global Select Market is
deemed to be an appointed stock exchange under Bermuda law. The
Bermuda Monetary Authority and the Registrar of Companies accept
no responsibility for the financial soundness of any proposal or
for the correctness of any of the statements made or opinions
expressed in this prospectus.
For so long as Enstar Group Limited owns Bermuda insurance
companies, each shareholder or prospective shareholder will be
responsible for notifying the Bermuda Monetary Authority in
writing of his becoming a controller, directly or indirectly, of
10%, 20%, 33% or 50% of Enstar Group Limited within 45 days
of becoming such a controller. The Bermuda Monetary Authority
may serve a notice of objection on
any controller of Enstar Group Limited if it appears to the
Bermuda Monetary Authority that the person is no longer fit and
proper to be such a controller.
In the United Kingdom, this communication is directed only at
persons who (i) have professional experience in matters
relating to investments or (ii) are persons falling within
Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (all such
persons together being referred to as relevant persons). This
communication must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity
to which this communication relates is available only to such
relevant persons and will be engaged in only with such relevant
persons.
ii
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference
contain statements that constitute forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, 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
ordinary shares 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, 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 and incorporated by
reference in this prospectus.
Factors that could cause actual results to differ materially
from those suggested by the forward-looking statements include:
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risks associated with implementing our business strategies and
initiatives;
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the adequacy of our loss reserves and the need to adjust such
reserves as claims develop over time;
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risks relating to the availability and collectability of our
reinsurance;
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tax, regulatory or legal restrictions or limitations applicable
to us or the insurance and reinsurance business generally;
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increased competitive pressures, including the consolidation and
increased globalization of reinsurance providers;
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emerging claim and coverage issues;
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lengthy and unpredictable litigation affecting assessment of
losses
and/or
coverage issues;
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loss of key personnel;
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changes in our plans, strategies, objectives, expectations or
intentions, which may happen at any time at managements
discretion;
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operational risks, including system or human failures;
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risks that we may require additional capital in the future which
may not be available or may be available only on unfavorable
terms;
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the risk that ongoing or future industry regulatory developments
will disrupt our business, 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;
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changes in Bermuda law or regulation or the political stability
of Bermuda;
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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;
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losses due to foreign currency exchange rate fluctuations;
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changes in accounting policies or practices; and
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changes in economic conditions, including interest rates,
inflation, currency exchange rates, equity markets and credit
conditions, which could affect our investment portfolio.
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The factors listed above should not be construed as
exhaustive. Certain of these factors are described in more
detail in the Risk Factors section of this
prospectus, on page 8. We undertake no obligation to
release publicly the results of any future revisions we may make
to forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of
unanticipated events. You are therefore advised to consult any
further disclosures we make on related subjects in our reports
to the U.S. Securities and Exchange Commission.
iii
PROSPECTUS
SUMMARY
This summary highlights information contained elsewhere in
this prospectus. This summary does not contain all of the
information that you should consider before deciding to invest
in our ordinary shares. We urge you to read this entire
prospectus carefully, including the U.S. Securities and
Exchange Commission filings that we have incorporated by
reference into this prospectus. You should pay special attention
to the Risk Factors section of this prospectus.
Unless otherwise mentioned or unless the context requires
otherwise, all references in this prospectus to
Enstar, we, us,
our or the Company mean Enstar Group
Limited and its subsidiaries.
Enstar
Group Limited
We were formed in August 2001 under the laws of Bermuda to
acquire and manage insurance and reinsurance companies in
run-off, and to provide management, consulting and other
services to the insurance and reinsurance industry. Since our
formation, we, through our subsidiaries, have completed several
acquisitions of insurance and reinsurance companies and are
currently administering those businesses in run-off. Insurance
and reinsurance companies we acquire that are in run-off no
longer underwrite new policies. In addition, we provide
management and consultancy services, claims inspection services
and reinsurance collection services to our affiliates and
third-party clients for both fixed and success-based fees.
Our primary corporate objective is to grow our tangible net book
value. We believe growth in our tangible net book value is
driven primarily by growth in our net earnings, which is in turn
partially driven by successfully completing new acquisitions.
We evaluate each opportunity presented by carefully reviewing
the portfolios risk exposures, claim practices, reserve
requirements and outstanding claims, and seek an appropriate
discount
and/or
seller indemnification to reflect the uncertainty contained in
the portfolios reserves. Based on this initial analysis,
we can determine if a company or portfolio of business would add
value to our current portfolio of run-off business. If we
determine to pursue the purchase of a company in run-off, we
then proceed to price the acquisition in a manner we believe
will result in positive operating results based on certain
assumptions including, without limitation, our ability to
favorably resolve claims, negotiate with direct insureds and
reinsurers, and otherwise manage the nature of the risks posed
by the business.
Initially, at the time we acquire a company in run-off, we
estimate the fair value of liabilities acquired based on
external actuarial advice, as well as our own views of the
exposures assumed. While we earn a larger share of our total
return on an acquisition from commuting the liabilities that we
have assumed, we also try to maximize reinsurance recoveries on
the assumed portfolio.
Our ordinary shares are listed on the Nasdaq Global Select
Market under the ticker symbol ESGR. Our principal
executive offices are located at Windsor Place, 3rd Floor,
18 Queen Street, Hamilton HM JX, Bermuda, and our telephone
number is
(441) 292-3645.
Our website is www.enstargroup.com. The information on
our website does not constitute part of this prospectus and
should not be relied upon in connection with making any
investment in our securities.
1
Competitive
Strengths
We believe that our competitive strengths have enabled us, and
will continue to enable us, to capitalize on the opportunities
that exist in the run-off market. These strengths include:
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Experienced Management Team with Proven Track
Record. Dominic F. Silvester, our Chief Executive
Officer, Paul J. OShea and Nicholas A. Packer, our
Executive Vice Presidents and Joint Chief Operating Officers,
Richard J. Harris, our Chief Financial Officer, and John J.
Oros, our Executive Chairman, each have over 19 years of
experience in the insurance and reinsurance industry. The
extensive depth and knowledge of our management team provides us
with the ability to identify, select and price companies and
portfolios in run-off and to successfully manage those companies
and portfolios.
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Disciplined Approach to Acquisitions and Claims
Management. We believe in generating profits
through a disciplined, conservative approach to both
acquisitions and claims management. We closely analyze new
business opportunities to determine a companys inherent
value and our ability to profitably manage that company or a
portfolio of that company in run-off. We believe that our review
and claims management process, combined with management of
global exposures across our acquired businesses, allows us to
price acquisitions on favorable terms and to profitably run off
the companies and portfolios that we acquire and manage.
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Long-Standing Market Relationships. Our
management team has well-established personal relationships
across the insurance and reinsurance industry. We use these
market relationships to identify and source business
opportunities. We have also relied on these market relationships
to establish ourselves as a leader in the run-off market.
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Highly Qualified, Experienced and Ideally Located Employee
Base. We have been successful in recruiting a
highly qualified team of experienced claims, reinsurance,
financial, actuarial and legal staff in major insurance and
reinsurance centers, including Bermuda, the United Kingdom, the
United States and Australia. We believe the quality and breadth
of experience of our staff enable us to extract value from our
acquired businesses and to offer a wide range of professional
services to the industry.
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Financial Strength and Disciplined Investment
Approach. As of March 31, 2008, we had
approximately $464.8 million of shareholders equity.
We have maintained a strong balance sheet by following
conservative investment practices while seeking appropriate
returns. As of March 31, 2008, approximately 91% of our
invested assets were invested in fixed maturity securities,
98.7% of which were investment grade and 50.9% of which were
government securities. This financial strength allows us to
aggressively price acquisitions that fit within our core
competency. We believe that our financial strength has allowed
us to be recognized as a leader in the acquisition and
management of run-off companies and portfolios. Our conservative
approach to managing our balance sheet reflects our commitment
to maintaining our financial strength.
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Strategy
We intend to maximize our growth in tangible net book value by
using the following strategies:
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Solidify Our Leadership Position in the Run-Off Market by
Leveraging Managements Experience and
Relationships. We intend to continue to utilize
the extensive experience and significant relationships of our
senior management team to solidify our position as a leader in
the run-off segment of the insurance and reinsurance market. The
experience and reputation of our management team is expected to
generate opportunities for us to acquire or manage companies and
portfolios in run-off, and to price effectively the acquisition
or management of such businesses. Most importantly, we believe
the experience of our management team will continue to allow us
to manage the run-off of such businesses efficiently and
profitably.
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Professionally Manage Claims. We are
professional and disciplined in managing claims against
companies and portfolios we own or manage. Our management
understands the need to dispose of certain risks expeditiously
and cost-effectively by constantly analyzing changes in the
market and efficiently settling claims with the assistance of
our experienced claims adjusters and in-house and external legal
counsel. When we acquire or begin managing a company or
portfolio, we initially determine which claims are valid through
the use of experienced in-house adjusters and claims experts. We
pay valid claims on a timely basis, while relying on
well-documented policy terms and exclusions where applicable and
litigation when necessary to defend against paying invalid
claims under existing policies and reinsurance agreements.
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Commute Assumed Liabilities and Ceded Reinsurance
Assets. Using detailed analysis and actuarial
projections, we negotiate with the policyholders of the
insurance and reinsurance companies or portfolios we own or
manage with a goal of commuting insurance and reinsurance
liabilities for one or more agreed upon payments at a discount
to the ultimate liability. Such commutations can take the form
of policy buy-backs and structured settlements over fixed
periods of time. By acquiring companies that are direct
insurers, reinsurers or both, we are able to negotiate favorable
entity-wide commutations with reinsurers that would not be
possible if our subsidiaries had remained independent entities.
We also negotiate with reinsurers to commute their reinsurance
agreements providing coverage to our subsidiaries on terms that
we believe to be favorable based on then-current market
knowledge. We invest the proceeds from reinsurance commutations
with the expectation that such investments will produce income,
which, together with the principal, will be sufficient to
satisfy future obligations with respect to the acquired company
or portfolio.
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Continue to Commit to Highly Disciplined Acquisition,
Management and Reinsurance Practices. We utilize
a disciplined approach to minimize risk and increase the
probability of positive operating results from companies and
portfolios we acquire or manage. We carefully review acquisition
candidates and management engagements for consistency with
accomplishing our long-term objective of producing positive
operating results. We focus our investigation on risk exposures,
claims practices and reserve requirements. In particular, we
carefully review all outstanding claims and case reserves, and
follow a highly disciplined approach to managing allocated loss
adjustment expenses, such as the cost of defense counsel, expert
witnesses and related fees and expenses.
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Manage Capital Prudently. We pursue prudent
capital management relative to our risk exposure and liquidity
requirements to maximize profitability and long-term growth in
shareholder value. Our capital management strategy is to deploy
capital efficiently to acquisitions and to establish, and
re-establish when necessary, adequate loss reserves to protect
against future adverse developments.
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Challenges
We face a number of challenges in implementing our strategies,
including the following:
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Management of Insurance and Reinsurance Companies in
Run-Off. Insurance and reinsurance companies we
acquire that are in run-off no longer underwrite new policies
and are subject to the risk that their stated loss and loss
adjustment expense reserves may not be sufficient to cover
future losses and the cost of run-off. Our ability to achieve
positive operating results depends on our pricing of
acquisitions on favorable terms relative to the risks posed by
the acquired businesses and then successfully managing the
acquired businesses. If we are not able to price acquisitions on
favorable terms, efficiently manage claims and control run-off
expenses, we may have to cover losses sustained with retained
earnings, which would materially and adversely impact our
ability to grow our business and may result in losses.
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Loss and Loss Adjustment Expense Reserves. Our
insurance and reinsurance subsidiaries are required to maintain
reserves to cover their estimated ultimate liability for losses
and loss adjustment expenses for both reported and unreported
incurred claims. The amounts our insurance and reinsurance
subsidiaries pay on claims and the related costs of adjusting
those claims may deviate from the loss and loss adjustment
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expense reserves they maintain. If actual losses and loss
adjustment expenses exceed their reserves, their net income and
capital would decrease.
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Investment Portfolios and Investment Income. A
significant portion of our income is derived from our invested
assets. The value of our investment portfolio and the investment
income that we receive from our portfolio fluctuates depending
on general economic and market conditions. A decline in the
value of our investments classified as trading and
available-for-sale may reduce our net income or cause us to
incur a loss.
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Integration of Acquired Insurance and Reinsurance Companies
in Run-Off. Our pursuit of growth through
acquisitions
and/or
strategic investments in insurance and reinsurance companies in
run-off depends in part on our ability to integrate acquired
companies and portfolios. The integration of companies or
portfolios we acquire may result in substantial diversion of
management resources or unanticipated litigation. Any failure by
us to effectively integrate acquired companies and portfolios
may have a material adverse effect on our business, financial
condition or results of operations.
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Retaining Executive Officers and Maintaining Relationships
with Certain Directors. Our success depends in
part upon the continued services of our senior management team,
particularly our Chief Executive Officer, Dominic F. Silvester,
our Executive Vice Presidents and Joint Chief Operating
Officers, Paul J. OShea and Nicholas A. Packer, our Chief
Financial Officer, Richard J. Harris, and our Executive
Chairman, John J. Oros, and our relationships with
John J. Oros and J. Christopher Flowers, one of our directors
and one of our largest shareholders. The loss of any member of
our senior management team or other key personnel, our inability
to recruit and retain additional qualified personnel as we grow
or the loss of our relationships with John J. Oros or
J. Christopher Flowers, could materially and adversely
affect our business and results of operations and could prevent
us from fully implementing our strategy.
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For a discussion of these challenges and other risks relating to
our business and an investment in our ordinary shares, see
Risk Factors on page 8.
Recent
Developments
On June 16, 2006, our indirect subsidiary, Enstar US, Inc.,
or Enstar US, entered into a definitive agreement with Dukes
Place Holdings, L.P., a portfolio company of GSC European
Mezzanine Fund II, L.P., for the purchase of 44.4% of the
outstanding capital stock of Stonewall Acquisition Corporation.
Stonewall Acquisition Corporation is the parent of two Rhode
Island-domiciled insurers, Stonewall Insurance Company, or
Stonewall, and Seaton Insurance Company, or Seaton, both of
which are in run-off. The purchase price is $20.4 million.
On May 27, 2008, the Rhode Island Department of Business
Regulation issued an order approving the proposed acquisition.
It is anticipated that the transaction will close in the
immediate future.
4
The
Offering
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Ordinary shares offered by us
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1,913,983 shares |
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Ordinary shares offered by the selling shareholders
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669,917 shares |
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Over-allotment option granted by us and certain of the selling
shareholders
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387,585 shares |
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Ordinary shares to be outstanding after the offering, not
including the over-allotment option
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13,858,272 shares |
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Senior management dispositions
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In connection with the offering, certain members of senior
management will be selling ordinary shares with an aggregate
value of approximately $20 million. For a further
discussion of these sales, see Principal and Selling
Shareholders Selling Shareholders on
page 95. |
|
Use of proceeds
|
|
We intend to use the net proceeds received from the ordinary
shares offered by us to fund future acquisitions of insurance
and reinsurance companies or portfolios in run-off and for
general corporate purposes. |
|
|
|
We will not receive any proceeds from the sale of shares by the
selling shareholders in this offering. |
|
Nasdaq Global Select Market symbol
|
|
ESGR |
The total number of ordinary shares to be outstanding after this
offering does not reflect:
|
|
|
|
|
526,641 shares that may be issued pursuant to outstanding
stock options and restricted share units;
|
|
|
|
1,134,503 shares that have been reserved for future
issuance pursuant to our 2006 Equity Incentive Plan;
|
|
|
|
200,000 shares that have been reserved for future issuance
pursuant to the Enstar Group Limited Employee Share Purchase
Plan; and
|
|
|
|
96,866 shares that have been reserved for future issuance
pursuant to the Enstar Group Limited Deferred Compensation and
Ordinary Share Plan for Non-employee Directors.
|
Unless otherwise specifically stated, information in this
prospectus assumes the underwriters do not exercise their
over-allotment option to purchase additional shares in this
offering.
5
SUMMARY
HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OPERATING
DATA
The following table provides a summary of our historical
consolidated financial and operating data as of the dates and
for the periods indicated. We derived the summary historical
consolidated financial data as of December 31, 2007 and
2006 and for the years ended December 31, 2007, 2006 and
2005 from our audited consolidated financial statements included
in this prospectus. We derived the summary historical
consolidated financial data as of December 31, 2005, 2004
and 2003 and for the years ended December 31, 2004 and 2003
from our audited consolidated financial statements not included
in this prospectus. We derived the summary historical
consolidated financial data as of March 31, 2008 and for
the three months ended March 31, 2008 and 2007 from our
unaudited condensed consolidated financial statements included
in this prospectus, which include all adjustments, consisting
only of normal recurring adjustments, that management considers
necessary for a fair presentation of our financial position and
results of operations as of the date and for the periods
presented. The results of operations for past accounting periods
are not necessarily indicative of the results to be expected for
any future accounting period.
This information is only a summary and should be read in
conjunction with Managements Discussion and Analysis
of Financial Condition and Results of Operations and our
audited and unaudited consolidated financial statements and
notes thereto included elsewhere in this prospectus.
Since our inception, we have made several acquisitions which
impact the comparability between periods of the information
reflected below. See Business Recent
Acquisitions on page 68 for information about our
acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands of U.S. dollars, except per share data)
|
|
|
Summary Consolidated Statements of Earnings Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
6,055
|
|
|
$
|
4,661
|
|
|
$
|
31,918
|
|
|
$
|
33,908
|
|
|
$
|
22,006
|
|
|
$
|
23,703
|
|
|
$
|
24,746
|
|
Net investment (losses) income and net realized gains/losses
|
|
|
(494
|
)
|
|
|
20,509
|
|
|
|
64,336
|
|
|
|
48,001
|
|
|
|
29,504
|
|
|
|
10,502
|
|
|
|
7,072
|
|
Net (increase)/reduction in loss and loss adjustment expenses
liabilities
|
|
|
(685
|
)
|
|
|
(2,510
|
)
|
|
|
24,482
|
|
|
|
31,927
|
|
|
|
96,007
|
|
|
|
13,706
|
|
|
|
24,044
|
|
Total other expenses
|
|
|
(25,009
|
)
|
|
|
(22,721
|
)
|
|
|
(67,904
|
)
|
|
|
(49,838
|
)
|
|
|
(57,299
|
)
|
|
|
(35,160
|
)
|
|
|
(21,782
|
)
|
Minority interest
|
|
|
(3,376
|
)
|
|
|
(2,248
|
)
|
|
|
(6,730
|
)
|
|
|
(13,208
|
)
|
|
|
(9,700
|
)
|
|
|
(3,097
|
)
|
|
|
(5,111
|
)
|
Share of income of partly owned companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
518
|
|
|
|
192
|
|
|
|
6,881
|
|
|
|
1,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/earnings from continuing operations
|
|
|
(23,509
|
)
|
|
|
(2,309
|
)
|
|
|
46,102
|
|
|
|
51,308
|
|
|
|
80,710
|
|
|
|
16,535
|
|
|
|
30,592
|
|
Extraordinary gain Negative goodwill (2008 and 2006:
net of minority interest)
|
|
|
35,196
|
|
|
|
15,683
|
|
|
|
15,683
|
|
|
|
31,038
|
|
|
|
|
|
|
|
21,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
11,687
|
|
|
$
|
13,374
|
|
|
$
|
61,785
|
|
|
$
|
82,346
|
|
|
$
|
80,710
|
|
|
$
|
38,294
|
|
|
$
|
30,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Data(1)(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/earnings per share before extraordinary gain
basic
|
|
$
|
(1.97
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
3.93
|
|
|
$
|
5.21
|
|
|
$
|
8.29
|
|
|
$
|
1.72
|
|
|
$
|
3.19
|
|
Extraordinary gain per share basic
|
|
|
2.95
|
|
|
|
1.41
|
|
|
|
1.34
|
|
|
|
3.15
|
|
|
|
|
|
|
|
2.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic
|
|
$
|
0.98
|
|
|
$
|
1.20
|
|
|
$
|
5.27
|
|
|
$
|
8.36
|
|
|
$
|
8.29
|
|
|
$
|
3.98
|
|
|
$
|
3.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/earnings per share before extraordinary gain
diluted
|
|
$
|
(1.97
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
3.84
|
|
|
$
|
5.15
|
|
|
$
|
8.14
|
|
|
$
|
1.71
|
|
|
$
|
3.19
|
|
Extraordinary gain per share diluted
|
|
|
2.95
|
|
|
|
1.41
|
|
|
|
1.31
|
|
|
|
3.11
|
|
|
|
|
|
|
|
2.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share diluted
|
|
$
|
0.98
|
|
|
$
|
1.20
|
|
|
$
|
5.15
|
|
|
$
|
8.26
|
|
|
$
|
8.14
|
|
|
$
|
3.95
|
|
|
$
|
3.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic
|
|
|
11,927,542
|
|
|
|
11,160,448
|
|
|
|
11,731,908
|
|
|
|
9,857,914
|
|
|
|
9,739,560
|
|
|
|
9,618,905
|
|
|
|
9,582,396
|
|
Weighted average shares outstanding diluted(3)
|
|
|
11,927,542
|
|
|
|
11,160,448
|
|
|
|
12,009,683
|
|
|
|
9,966,960
|
|
|
|
9,918,823
|
|
|
|
9,694,528
|
|
|
|
9,582,396
|
|
Cash dividends paid per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.92
|
|
|
|
|
|
|
$
|
0.81
|
|
|
$
|
5.62
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
|
|
|
March 31,
|
|
|
As of December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands of U.S. dollars, except per share data)
|
|
|
Summary Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
1,217,695
|
|
|
$
|
637,196
|
|
|
$
|
747,529
|
|
|
$
|
539,568
|
|
|
$
|
591,635
|
|
|
$
|
268,417
|
|
Cash and cash equivalents
|
|
|
1,798,386
|
|
|
|
1,163,333
|
|
|
|
513,563
|
|
|
|
345,329
|
|
|
|
350,456
|
|
|
|
127,228
|
|
Reinsurance balances receivable
|
|
|
758,659
|
|
|
|
465,277
|
|
|
|
408,142
|
|
|
|
250,229
|
|
|
|
341,627
|
|
|
|
175,091
|
|
Total assets
|
|
|
3,994,956
|
|
|
|
2,417,143
|
|
|
|
1,774,252
|
|
|
|
1,199,963
|
|
|
|
1,347,853
|
|
|
|
632,347
|
|
Loss and loss adjustment expense liabilities
|
|
|
2,700,687
|
|
|
|
1,591,449
|
|
|
|
1,214,419
|
|
|
|
806,559
|
|
|
|
1,047,313
|
|
|
|
381,531
|
|
Loans payable
|
|
|
329,963
|
|
|
|
60,227
|
|
|
|
62,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
464,842
|
|
|
|
450,599
|
|
|
|
318,610
|
|
|
|
260,906
|
|
|
|
177,338
|
|
|
|
147,616
|
|
Book Value per Share(4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
38.97
|
|
|
$
|
38.41
|
|
|
$
|
32.32
|
|
|
$
|
26.79
|
|
|
$
|
18.44
|
|
|
$
|
15.40
|
|
Diluted
|
|
$
|
38.97
|
|
|
$
|
37.52
|
|
|
$
|
31.97
|
|
|
$
|
26.30
|
|
|
$
|
18.29
|
|
|
$
|
15.40
|
|
|
|
|
(1) |
|
Earnings per share is a measure based on net earnings divided by
weighted average ordinary shares outstanding. Basic earnings per
share is defined as net earnings available to ordinary
shareholders divided by the weighted average number of ordinary
shares outstanding for the period, giving no effect to dilutive
securities. Diluted earnings per share is defined as net
earnings available to ordinary shareholders divided by the
weighted average number of shares and share equivalents
outstanding calculated using the treasury stock method for all
potentially dilutive securities. When the effect of dilutive
securities would be anti-dilutive, these securities are excluded
from the calculation of diluted earnings per share. |
|
(2) |
|
The weighted average ordinary shares outstanding shown for the
years ended December 31, 2007, 2006, 2005, 2004 and 2003
reflect the conversion of Class A, B, C and D shares to
ordinary shares on January 31, 2007, as part of the
recapitalization completed in connection with the merger of our
wholly-owned subsidiary with and into The Enstar Group, Inc. as
if the conversion occurred on January 1, 2007, 2006, 2005,
2004 and 2003. For the year ended December 31, 2007, the
ordinary shares issued to acquire The Enstar Group, Inc. are
reflected in the calculation of the weighted average ordinary
shares outstanding from January 31, 2007, the date of
issue. As a result both the book value per share and the
earnings per share calculations, previously reported, have been
amended to reflect this change. |
|
(3) |
|
The calculations of diluted earnings per share for the three
months ended March 31, 2008 and March 31, 2007 and the
calculation of diluted book value per share as of March 31,
2008 do not include share equivalents relating to unvested
shares, restricted shares and options because to do so would
have been anti-dilutive. |
|
(4) |
|
Basic book value per share is defined as total
shareholders equity available to ordinary shareholders
divided by the number of ordinary shares outstanding as of the
end of the period, giving no effect to dilutive securities.
Diluted book value per share is defined as total
shareholders equity available to ordinary shareholders
divided by the number of ordinary shares and ordinary share
equivalents outstanding at the end of the period, calculated
using the treasury stock method for all potentially dilutive
securities. When the effect of dilutive securities would be
anti-dilutive, these securities are excluded from the
calculation of diluted book value per share. |
7
RISK
FACTORS
You should carefully consider these risks along with the
other information included in this prospectus, including the
matters addressed under Forward-Looking Statements,
before investing in any of our securities. If any of the
following risks actually occur, our business could be harmed. In
that case, the trading price of our ordinary shares could
decline, and you might lose all or part of your investment.
Risks
Relating to Our Business
If we
are unable to implement our business strategies, our business
and financial condition may be adversely affected.
Our future results of operations will depend in significant part
on the extent to which we can implement our business strategies
successfully, including our ability to realize the anticipated
growth opportunities, expanded market visibility and increased
access to capital. Our business strategies include continuing to
operate our portfolio of run-off insurance and reinsurance
companies and related management engagements, as well as
pursuing additional acquisitions and management engagements in
the run-off segment of the insurance and reinsurance market. We
may not be able to implement our strategies fully or realize the
anticipated results of our strategies as a result of significant
business, economic and competitive uncertainties, many of which
are beyond our control.
The effects of emerging claims and coverage issues may result in
increased provisions for loss reserves and reduced profitability
in our insurance and reinsurance subsidiaries. Such adverse
business issues may also reduce the level of incentive-based
fees generated by our consulting operations. Adverse global
economic conditions, such as rising interest rates and volatile
foreign exchange rates, may cause widespread failure of our
insurance and reinsurance subsidiaries reinsurers to
satisfy their obligations, as well as failure of companies to
meet their obligations under debt instruments held by our
subsidiaries. If the run-off industry becomes more attractive to
investors, competition for run-off acquisitions and management
and consultancy engagements may increase and, therefore, reduce
our ability to continue to make profitable acquisitions or
expand our consultancy operations. If we are unable to
successfully implement our business strategies, we may not be
able to achieve future growth in our earnings and our financial
condition may suffer and, as a result, holders of our ordinary
shares may receive lower returns.
Our
inability to successfully manage our portfolio of insurance and
reinsurance companies in run-off may adversely impact our
ability to grow our business and may result in
losses.
We were founded to acquire and manage companies and portfolios
of insurance and reinsurance in run-off. Our run-off business
differs from the business of traditional insurance and
reinsurance underwriting in that our insurance and reinsurance
companies in run-off no longer underwrite new policies and are
subject to the risk that their stated provisions for losses and
loss adjustment expense, or LAE, will not be sufficient to cover
future losses and the cost of run-off. Because our companies in
run-off no longer collect underwriting premiums, our sources of
capital to cover losses are limited to our stated reserves,
reinsurance coverage and retained earnings. As of March 31,
2008, our gross reserves for losses and loss adjustment expense
totaled $2.7 billion, and our reinsurance receivables
totaled $758.7 million.
In order for us to achieve positive operating results, we must
first price acquisitions on favorable terms relative to the
risks posed by the acquired businesses and then successfully
manage the acquired businesses. Our inability to price
acquisitions on favorable terms, efficiently manage claims,
collect from reinsurers and control run-off expenses could
result in us having to cover losses sustained under assumed
policies with retained earnings, which would materially and
adversely impact our ability to grow our business and may result
in material losses.
8
Our
inability to successfully manage the companies and portfolios
for which we have been engaged as a third-party manager may
adversely impact our financial results and our ability to win
future management engagements.
In addition to acquiring insurance and reinsurance companies in
run-off, we have entered into several management agreements with
third parties to manage their companies or portfolios of
business in run-off. The terms of these management engagements
typically include incentive payments to us based on our ability
to successfully manage the run-off of these companies or
portfolios. We may not be able to accomplish our objectives for
these engagements as a result of unforeseen circumstances such
as the length of time for claims to develop, the extent to which
losses may exceed reserves, changes in the law that may require
coverage of additional claims and losses, our ability to commute
reinsurance policies on favorable terms and our ability to
manage run-off expenses. If we are not successful in meeting our
objectives for these management engagements, we may not receive
incentive payments under our management agreements, which could
adversely impact our financial results, and we may not win
future engagements to provide these management services, which
could slow the growth of our business. Consulting fees generated
from management agreements amounted to $31.9 million,
$33.9 million and $22.0 million for the years ended
December 31, 2007, December 31, 2006 and
December 31, 2005, respectively.
If our
insurance and reinsurance subsidiaries loss reserves are
inadequate to cover their actual losses, our insurance and
reinsurance subsidiaries net income and capital and
surplus would be reduced.
Our insurance and reinsurance subsidiaries are required to
maintain reserves to cover their estimated ultimate liability
for losses and loss adjustment expenses for both reported and
unreported incurred claims. These reserves are only estimates of
what our subsidiaries think the settlement and administration of
claims will cost based on facts and circumstances known to the
subsidiaries. Our commutation activity and claims settlement and
development in recent years has resulted in net reductions in
provisions for loss and loss adjustment expenses of
$24.5 million, $31.9 million and $96.0 million
for the years ended December 31, 2007, December 31,
2006 and December 31, 2005, respectively. Although this
recent experience indicates that our loss reserves have been
more than adequate to meet our liabilities, because of the
uncertainties that surround estimating loss reserves and loss
adjustment expenses, our insurance and reinsurance subsidiaries
cannot be certain that ultimate losses will not exceed these
estimates of losses and loss adjustment expenses. If our
subsidiaries reserves are insufficient to cover their
actual losses and loss adjustment expenses, our subsidiaries
would have to augment their reserves and incur a charge to their
earnings. These charges could be material and would reduce our
net income and capital and surplus.
The difficulty in estimating the subsidiaries reserves is
increased because our subsidiaries loss reserves include
reserves for potential asbestos and environmental, or A&E,
liabilities. At December 31, 2007, our insurance and
reinsurance companies had recorded gross A&E loss
reserves of $677.6 million, or 42.6% of the total gross
loss reserves. Net A&E loss reserves at December 31,
2007 amounted to $420.0 million, or 36.1% of total net loss
reserves. A&E liabilities are especially hard to estimate
for many reasons, including the long waiting periods between
exposure and manifestation of any bodily injury or property
damage, the difficulty in identifying the source of the asbestos
or environmental contamination, long reporting delays and the
difficulty in properly allocating liability for the asbestos or
environmental damage. Developed case law and adequate claim
history do not always exist for such claims, especially because
significant uncertainty exists about the outcome of coverage
litigation and whether past claim experience will be
representative of future claim experience. In view of the
changes in the legal and tort environment that affect the
development of such claims, the uncertainties inherent in
valuing A&E claims are not likely to be resolved in the
near future. Ultimate values for such claims cannot be estimated
using traditional reserving techniques and there are significant
uncertainties in estimating the amount of our subsidiaries
potential losses for these claims. Our subsidiaries have not
made any changes in reserve estimates that might arise as a
result of any proposed U.S. federal legislation related to
asbestos. To further understand this risk, see
Business Reserves for Unpaid Losses and Loss
Adjustment Expense on page 71.
9
Our
insurance and reinsurance subsidiaries reinsurers may not
satisfy their obligations to our insurance and reinsurance
subsidiaries.
Our insurance and reinsurance subsidiaries are subject to credit
risk with respect to their reinsurers because the transfer of
risk to a reinsurer does not relieve our subsidiaries of their
liability to the insured. In addition, reinsurers may be
unwilling to pay our subsidiaries even though they are able to
do so. As of March 31, 2008, the balances receivable from
reinsurers amounted to $758.7 million, of which
$380.9 million was associated with two reinsurers with
Standard & Poors credit ratings of AA-. The
failure of one or more of our subsidiaries reinsurers to
honor their obligations in a timely fashion may affect our cash
flows, reduce our net income or cause us to incur a significant
loss. Disputes with our reinsurers may also result in unforeseen
expenses relating to litigation or arbitration proceedings.
The
value of our insurance and reinsurance subsidiaries
investment portfolios and the investment income that our
insurance and reinsurance subsidiaries receive from these
portfolios may decline as a result of market fluctuations and
economic conditions.
We derive a significant portion of our income from our invested
assets. The net investment income that our subsidiaries realize
from investments in
fixed-income
securities will generally increase or decrease with interest
rates. The fair market value of our subsidiaries
fixed-income securities generally increases or decreases in an
inverse relationship with fluctuations in interest rates and can
also decrease as a result of any downturn in the business cycle
that causes the credit quality of those securities to
deteriorate. The fair market value of our subsidiaries
fixed-income securities classified as trading or
available-for-sale in our subsidiaries investment
portfolios amounted to $843.9 million at March 31,
2008. The changes in the market value of our subsidiaries
securities that are classified as trading or available-for-sale
are reflected in our financial statements. Permanent impairments
in the value of our subsidiaries
fixed-income
securities are also reflected in our financial statements. As a
result, a decline in the value of the securities in our
subsidiaries investment portfolios may reduce our net
income or cause us to incur a loss.
In addition to fixed-income securities, we have invested, and
may from time to time continue to invest, in limited
partnerships, limited liability companies and equity funds.
These and other similar investments may be illiquid. As of
March 31, 2008, we had an aggregate of $105.4 million
of such investments. For more information, see
Business Investment Portfolio on
page 84.
We
have made, and expect to continue to make, strategic
acquisitions of insurance and reinsurance companies in run-off,
and these activities may not be financially beneficial to us or
our shareholders.
We have pursued and, as part of our strategy, we will continue
to pursue growth through acquisitions
and/or
strategic investments in insurance and reinsurance companies in
run-off. We have made several acquisitions and investments and
we expect to continue to make such acquisitions and investments.
We cannot be certain that any of these acquisitions or
investments will be financially advantageous for us or our
shareholders.
The negotiation of potential acquisitions or strategic
investments, as well as the integration of an acquired business
or portfolio, could result in a substantial diversion of
management resources. Acquisitions could involve numerous
additional risks such as potential losses from unanticipated
litigation or levels of claims, an inability to generate
sufficient revenue to offset acquisition costs and financial
exposures in the event that the sellers of the entities we
acquire are unable or unwilling to meet their indemnification,
reinsurance and other obligations to us.
Our ability to manage our growth through acquisitions or
strategic investments will depend, in part, on our success in
addressing these risks. Any failure by us to effectively
implement our acquisition or strategic investment strategies
could have a material adverse effect on our business, financial
condition or results of operations.
10
Our
past and future acquisitions may expose us to operational risks
such as cash flow shortages, challenges to recruit appropriate
levels of personnel, financial exposures to foreign currencies,
additional integration costs and management time and
effort.
We have made several acquisitions and may in the future make
additional strategic acquisitions, either of other companies or
selected portfolios of insurance or reinsurance in run-off.
These acquisitions may expose us to operational challenges and
risks, including:
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funding cash flow shortages that may occur if anticipated
revenues are not realized or are delayed, whether by general
economic or market conditions or unforeseen internal
difficulties;
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funding cash flow shortages that may occur if expenses are
greater than anticipated;
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the value of assets being lower than expected or diminishing
because of credit defaults or changes in interest rates, or
liabilities assumed being greater than expected;
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integrating financial and operational reporting systems,
including assurance of compliance with Section 404 of the
Sarbanes-Oxley Act of 2002 and our Exchange Act reporting
requirements;
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establishing satisfactory budgetary and other financial controls;
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funding increased capital needs and overhead expenses;
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obtaining management personnel required for expanded
operations; and
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the assets and liabilities we may acquire may be subject to
foreign currency exchange rate fluctuation.
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Our failure to manage successfully these operational challenges
and risks could have a material adverse effect on our business,
financial condition or results of operations.
Fluctuations
in the reinsurance industry may cause our operating results to
fluctuate.
The reinsurance industry historically has been subject to
significant fluctuations and uncertainties. Factors that affect
the industry in general may also cause our operating results to
fluctuate. The industrys profitability may be affected
significantly by:
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fluctuations in interest rates, inflationary pressures and other
changes in the investment environment, which affect returns on
invested capital and may affect the ultimate payout of loss
amounts and the costs of administering books of reinsurance
business;
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volatile and unpredictable developments, which may adversely
affect the recoverability of reinsurance from our reinsurers;
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changes in reserves resulting from different types of claims
that may arise and the development of judicial interpretations
relating to the scope of insurers liability; and
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the overall level of economic activity and the competitive
environment in the industry.
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The
effects of emerging claim and coverage issues on our business
are uncertain.
As industry practices and legal, judicial, social and other
environmental conditions change, unexpected and unintended
issues related to claims and coverage may emerge. These issues
may adversely affect the adequacy of our provision for losses
and loss adjustment expenses by either extending coverage beyond
the intent of insurance policies and reinsurance contracts
envisioned at the time they were written, or by increasing the
number or size of claims. In some instances, these changes may
not become apparent until some time after we have acquired
companies or portfolios of insurance or reinsurance contracts
that are affected by the changes. As a result, the full extent
of liability under these insurance or reinsurance contracts may
not be known for many years after a contract has been issued. To
further understand this risk, see Business
Reserves for Unpaid Losses and Loss Adjustment Expense on
page 71.
11
Insurance
laws and regulations restrict our ability to operate, and any
failure to comply with these laws and regulations, or any
investigations by government authorities, may have a material
adverse effect on our business.
We are subject to extensive regulation under insurance laws of a
number of jurisdictions, and compliance with legal and
regulatory requirements is expensive. These laws limit the
amount of dividends that can be paid to us by our insurance and
reinsurance subsidiaries, prescribe solvency standards that they
must meet and maintain, impose restrictions on the amount and
type of investments that they can hold to meet solvency
requirements and require them to maintain reserves. Failure to
comply with these laws may subject our subsidiaries to fines and
penalties and restrict them from conducting business. The
application of these laws may affect our liquidity and ability
to pay dividends on our ordinary shares and may restrict our
ability to expand our business operations through acquisitions.
At December 31, 2007, the required statutory capital and
surplus of our insurance and reinsurance companies amounted to
$88.0 million compared to the actual statutory capital and
surplus of $483.8 million. As of December 31, 2007,
$55.5 million of our total investments of
$637.2 million were not admissible for statutory solvency
purposes.
The insurance industry has experienced substantial volatility as
a result of current investigations, litigation and regulatory
activity by various insurance, governmental and enforcement
authorities, including the U.S. Securities and Exchange
Commission, or the SEC, concerning certain practices within the
insurance industry. These practices include the sale and
purchase of finite reinsurance or other non-traditional or loss
mitigation insurance products and the accounting treatment for
those products. Insurance and reinsurance companies that we have
acquired, or may acquire in the future, may have been or may
become involved in these investigations and have lawsuits filed
against them. Our involvement in any investigations and related
lawsuits would cause us to incur legal costs and, if we were
found to have violated any laws, we could be required to pay
fines and damages, perhaps in material amounts.
If we
fail to comply with applicable insurance laws and regulations,
we may be subject to disciplinary action, damages, penalties or
restrictions that may have a material adverse effect on our
business.
Our subsidiaries may not have maintained or be able to maintain
all required licenses and approvals or that their businesses
fully comply with the laws and regulations to which they are
subject, or the relevant insurance regulatory authoritys
interpretation of those laws and regulations. In addition, some
regulatory authorities have relatively broad discretion to
grant, renew or revoke licenses and approvals. If our
subsidiaries do not have the requisite licenses and approvals or
do not comply with applicable regulatory requirements, the
insurance regulatory authorities may preclude or suspend our
subsidiaries from carrying on some or all of their activities,
place one of more of them into rehabilitation or liquidation
proceedings, or impose monetary penalties on them. These types
of actions may have a material adverse effect on our business
and may preclude us from making future acquisitions or obtaining
future engagements to manage companies and portfolios in run-off.
Exit
and finality opportunities provided by solvent schemes of
arrangement may not continue to be available, which may result
in the diversion of our resources to settle policyholder claims
for a substantially longer run-off period and increase the
associated costs of run-off of our insurance and reinsurance
subsidiaries.
With respect to our U.K. and Bermudian insurance and reinsurance
subsidiaries, we are able to pursue strategies to achieve
complete finality and conclude the run-off of a company by
promoting solvent schemes of arrangement. Solvent schemes of
arrangement have been a popular means of achieving financial
certainty and finality for insurance and reinsurance companies
incorporated or managed in the U.K. and Bermuda, by making a
one-time full and final settlement of an insurance and
reinsurance companys liabilities to policyholders. A
solvent scheme of arrangement is an arrangement between a
company and its creditors or any class of them. For a solvent
scheme of arrangement to become binding on the creditors, a
meeting of each class of creditors must be called, with the
permission of the local court, to consider and, if thought fit,
approve the solvent scheme arrangement. The requisite statutory
majority of creditors of not less than 75% in value and 50% in
number of those creditors actually attending the meeting, either
in person or by proxy, must vote in favor of a solvent scheme of
arrangement. Once the solvent scheme of arrangement has been
approved by the statutory majority of voting creditors of the
company it requires the sanction of the local court at a hearing
at which creditors may appear. The court must be satisfied that
the scheme is fair.
12
In July 2005, the case of British Aviation Insurance Company, or
BAIC, was the first solvent scheme of arrangement to fail to be
sanctioned by the English High Court, following opposition by
certain creditors. The primary reason for the failure of the
BAIC arrangement was the failure to adequately provide for
different classes of creditors to vote separately on the
arrangement. It was thought at the time that the BAIC judgment
might signal the decline of solvent schemes of arrangement.
However, since BAIC, more than 25 solvent schemes of arrangement
have been sanctioned, such that the prevailing view is that the
BAIC judgment was very fact-specific to the case in question,
and solvent schemes generally should continue to be promoted and
sanctioned as a viable means for achieving finality for our
insurance and reinsurance subsidiaries. Following the BAIC
judgment, insurance and reinsurance companies must now take more
care in drafting a solvent scheme of arrangement to fit the
circumstances of the company including the determination of the
appropriate classes of creditors. Should a solvent scheme of
arrangement promoted by any of our insurance or reinsurance
subsidiaries fail to receive the requisite approval by creditors
or sanction by the court, we will have to run off these
liabilities until expiry, which may result in the diversion of
our resources to settle policyholder claims for a substantially
longer run-off period and increase the associated costs of
run-off, resulting potentially in a material adverse effect on
our financial condition and results of operations.
We are
dependent on our executive officers, directors and other key
personnel and the loss of any of these individuals could
adversely affect our business.
Our success substantially depends on our ability to attract and
retain qualified employees and upon the ability of our senior
management and other key employees to implement our business
strategy. We believe that there are only a limited number of
available qualified personnel in the business in which we
compete. We rely substantially upon the services of Dominic F.
Silvester, our Chief Executive Officer, Paul J. OShea and
Nicholas A. Packer, our Executive Vice Presidents and Joint
Chief Operating Officers, Richard J. Harris, our Chief Financial
Officer, John J. Oros, our Executive Chairman, and our
subsidiaries executive officers and directors to identify
and consummate the acquisition of insurance and reinsurance
companies and portfolios in run-off on favorable terms and to
implement our run-off strategy. Each of Messrs. Silvester,
OShea, Packer, Oros and Harris has an employment agreement
with us. In addition to serving as our Executive Chairman,
Mr. Oros is a managing director of J.C. Flowers &
Co. LLC, an investment firm specializing in privately negotiated
equity and equity-related investments in the financial services
industry. Mr. Oros splits his time commitment between us
and J.C. Flowers & Co. LLC, with the expectation
that Mr. Oros will spend approximately 50% of his working
time with us; however, there is no minimum work commitment set
forth in our employment agreement with Mr. Oros.
J. Christopher Flowers, one of our directors and one of our
largest shareholders, is a Managing Director of
J.C. Flowers & Co. LLC. We believe that our
relationships with Mr. Oros and Mr. Flowers and their
affiliates provide us with access to additional acquisition and
investment opportunities, as well as sources of co-investment
for acquisition opportunities that we do not have the resources
to consummate on our own. The loss of the services of any of our
management or other key personnel, or the loss of the services
of or our relationships with any of our directors, including in
particular Mr. Oros and Mr. Flowers, or their
affiliates, could have a material adverse effect on our business.
Further, if we were to lose any of our key employees in Bermuda,
we would likely hire non-Bermudians to replace them. Under
Bermuda law, non-Bermudians (other than spouses of Bermudians,
holders of permanent residents certificates or holders of
a working residents certificate) may not engage in any
gainful occupation in Bermuda without an appropriate
governmental work permit. Work permits may be granted or
extended by the Bermuda government upon showing that, after
proper public advertisement in most cases, no Bermudian (or
spouse of a Bermudian, holder of a permanent residents
certificate or holders of a working residents certificate)
is available who meets the minimum standard requirements for the
advertised position. The Bermuda governments policy limits
the duration of work permits to six years, with certain
exemptions for key employees and job categories where there is a
worldwide shortage of qualified employees.
13
Conflicts
of interest might prevent us from pursuing desirable investment
and business opportunities.
Our directors and executive officers may have ownership
interests or other involvement with entities that could compete
against us, either in the pursuit of acquisition targets or in
general business operations. On occasion, we have also
participated in transactions in which one or more of our
directors or executive officers had an interest. In particular,
we have invested, and expect to continue to invest, in or with
entities that are affiliates of or otherwise related to
Mr. Oros
and/or
Mr. Flowers. The interests of our directors and executive
officers in such transactions or such entities may result in a
conflict of interest for those directors and officers. The
independent members of our board of directors review any
material transactions involving a conflict of interest, and the
board of directors will take other actions as may be deemed
appropriate by them in particular circumstances, such as forming
a special committee of independent directors or engaging
third-party financial advisers to evaluate such transactions. We
may not be able to pursue all advantageous transactions that we
would otherwise pursue in the absence of a conflict should our
board of directors be unable to determine that any such
transaction is on terms as favorable as we could otherwise
obtain in the absence of a conflict.
Our
consulting business generates a significant amount of our total
income, and the failure to develop new consulting relationships
could materially adversely affect our results of operations and
financial condition.
A significant amount of our existing consulting business is
dependent on a relatively small number of our clients. While our
senior management team has industry relationships that we
believe will allow us to successfully identify and enter into
agreements with new clients for our consulting business, we
cannot assure you that we will be successful in entering into
such agreements. A material reduction in consulting fees paid by
one or more of our clients or the failure to identify new
clients for our consulting services could have a material
adverse effect on our business, financial condition and results
of operations.
We may
require additional capital in the future that may not be
available or may only be available on unfavorable
terms.
Our future capital requirements depend on many factors,
including our ability to manage the run-off of our assumed
policies and to establish reserves at levels sufficient to cover
losses. We may need to raise additional funds through financings
in the future. Any equity or debt financing, if available at
all, may be on terms that are not favorable to us. In the case
of equity financings, dilution to our shareholders could result,
and, in any case, such securities may have rights, preferences
and privileges that are senior to those of our already
outstanding securities. If we cannot obtain adequate capital,
our business, results of operations and financial condition
could be adversely affected.
We are
a holding company, and we are dependent on the ability of our
subsidiaries to distribute funds to us.
We are a holding company and conduct substantially all of our
operations through subsidiaries. Our only significant assets are
the capital stock of our subsidiaries. As a holding company, we
are dependent on distributions of funds from our subsidiaries to
pay dividends, fund acquisitions or fulfill financial
obligations in the normal course of our business. Our
subsidiaries may not generate sufficient cash from operations to
enable us to make dividend payments, acquire additional
companies or insurance or reinsurance portfolios or fulfill
other financial obligations. The ability of our insurance and
reinsurance subsidiaries to make distributions to us is limited
by applicable insurance laws and regulations, and the ability of
all of our subsidiaries to make distributions to us may be
restricted by, among other things, other applicable laws and
regulations.
Fluctuations
in currency exchange rates may cause us to experience
losses.
We maintain a portion of our investments, insurance liabilities
and insurance assets denominated in currencies other than
U.S. dollars. Consequently, we and our subsidiaries may
experience foreign exchange losses.
We publish our consolidated financial statements in
U.S. dollars. Therefore, fluctuations in exchange rates
used to convert other currencies, particularly Australian
dollars, Euros, British pounds and other European currencies,
into U.S. dollars will impact our reported consolidated
financial condition, results of operations and cash flows from
year to year.
14
Risks
Relating to this Offering and Ownership of Our Ordinary
Shares
Our
stock price may experience volatility, thereby causing a
potential loss of value to our investors.
The market price for our ordinary shares may fluctuate
substantially due to, among other things, the following factors:
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announcements with respect to an acquisition or investment;
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changes in the value of our assets;
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our quarterly operating results;
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sales, or the possibility or perception of future sales, by our
existing shareholders;
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changes in general conditions in the economy and the insurance
industry;
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the financial markets; and
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adverse press or news announcements.
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A few
significant shareholders may influence or control the direction
of our business. If the ownership of our ordinary shares
continues to be highly concentrated, it may limit your ability
and the ability of other shareholders to influence significant
corporate decisions.
The interests of Messrs. Flowers, Silvester, Packer and
OShea, Trident II, L.P. and its affiliates, or Trident,
and Beck Mack & Oliver LLC, or Beck Mack, may not be
fully aligned with your interests, and this may lead to a
strategy that is not in your best interest. As of May 15,
2008, Messrs. Flowers, Silvester, Packer and OShea,
Trident and Beck Mack beneficially owned approximately 10.3%,
18.8%, 6.0%, 6.1%, 11.2% and 7.6%, respectively, of our
outstanding ordinary shares. Although they do not act as a
group, Trident, Beck Mack and each of Messrs. Flowers,
Silvester, Packer and OShea exercise significant influence
over matters requiring shareholder approval, and their
concentrated holdings may delay or deter possible changes in
control of Enstar, which may reduce the market price of our
ordinary shares. For further information on aspects of our
bye-laws that may discourage changes of control of Enstar, see
Some aspects of our corporate structure may
discourage third-party takeovers and other transactions or
prevent the removal of our board of directors and
management below.
Some
aspects of our corporate structure may discourage third-party
takeovers and other transactions or prevent the removal of our
board of directors and management.
Some provisions of our bye-laws have the effect of making more
difficult or discouraging unsolicited takeover bids from third
parties or preventing the removal of our current board of
directors and management. In particular, our bye-laws make it
difficult for any U.S. shareholder or Direct Foreign
Shareholder Group (a shareholder or group of commonly controlled
shareholders of Enstar that are not U.S. persons) to own or
control ordinary shares that constitute 9.5% or more of the
voting power of all of our ordinary shares. The votes conferred
by such shares will be reduced by whatever amount is necessary
so that after any such reduction the votes conferred by such
shares will constitute 9.5% of the total voting power of all
ordinary shares entitled to vote generally. The primary purpose
of this restriction is to reduce the likelihood that we will be
deemed a controlled foreign corporation within the
meaning of Internal Revenue Code of 1986, as amended, or the
Code, for U.S. federal tax purposes. However, this limit
may also have the effect of deterring purchases of large blocks
of our ordinary shares or proposals to acquire us, even if some
or a majority of our shareholders might deem these purchases or
acquisition proposals to be in their best interests. In
addition, our bye-laws provide for a classified board, whose
members may be removed by our shareholders only for cause by a
majority vote, and contain restrictions on the ability of
shareholders to nominate persons to serve as directors, submit
resolutions to a shareholder vote and request special general
meetings.
These bye-law provisions make it more difficult to acquire
control of us by means of a tender offer, open market purchase,
proxy contest or otherwise. These provisions may encourage
persons seeking to acquire control of us to negotiate with our
directors, which we believe would generally best serve the
interests of our shareholders. However, these provisions may
have the effect of discouraging a prospective acquirer from
making a tender offer or otherwise attempting to obtain control
of us. In addition, these bye-law provisions may prevent the
removal of our
15
current board of directors and management. To the extent these
provisions discourage takeover attempts, they may deprive
shareholders of opportunities to realize takeover premiums for
their shares or may depress the market price of the shares.
The
market value of our ordinary shares may decline if large numbers
of shares are sold, including pursuant to existing registration
rights.
We have entered into a registration rights agreement with
Trident, Mr. Flowers and Mr. Silvester and certain
other of our shareholders. This agreement provides that Trident,
Mr. Flowers and Mr. Silvester may request that we
effect a registration statement under the Securities Act of
certain of their ordinary shares. In addition, they and the
other shareholders party to the agreement have
piggyback registration rights, which may result in
their participation in an offering initiated by us. As of the
date of this prospectus, an aggregate of 4,794,873 ordinary
shares held by Trident, Mr. Flowers and Mr. Silvester
are subject to the agreement. Of these shares, 478,513 are being
sold by Trident in this offering. By exercising their
registration rights, these holders could cause a large number of
ordinary shares to be registered and generally become freely
tradable without restrictions under the Securities Act
immediately upon the effectiveness of the registration. Our
ordinary shares have in the past been, and may from time to time
continue to be, thinly traded, and significant sales, pursuant
to the existing registration rights or otherwise, could
adversely affect the market price for our ordinary shares and
impair our ability to raise capital through offerings of our
equity securities.
Because
we are incorporated in Bermuda, it may be difficult for
shareholders to serve process or enforce judgments against us or
our directors and officers.
We are a Bermuda company. In addition, certain of our officers
and directors reside in countries outside the United States. All
or a substantial portion of our assets and the assets of these
officers and directors are or may be located outside the United
States. Investors may have difficulty effecting service of
process within the United States on our directors and officers
who reside outside the United States or recovering against us or
these directors and officers on judgments of U.S. courts
based on civil liabilities provisions of the U.S. federal
securities laws even though we have appointed an agent in the
United States to receive service of process.
Further, no claim may be brought in Bermuda against us or our
directors and officers for violation of U.S. federal
securities laws, as such laws do not have force of law in
Bermuda. A Bermuda court may, however, impose civil liability,
including the possibility of monetary damages, on us or our
directors and officers if the facts alleged in a complaint
constitute or give rise to a cause of action under Bermuda law.
We believe that there is doubt as to whether the courts of
Bermuda would enforce judgments of U.S. courts obtained in
actions against us or our directors and officers, as well as our
independent auditors, predicated upon the civil liability
provisions of the U.S. federal securities laws or original
actions brought in Bermuda against us or these persons
predicated solely upon U.S. federal securities laws.
Further, there is no treaty in effect between the
United States and Bermuda providing for the enforcement of
judgments of U.S. courts, and there are grounds upon which
Bermuda courts may not enforce judgments of U.S. courts.
Some remedies available under the laws of
U.S. jurisdictions, including some remedies available under
the U.S. federal securities laws, may not be allowed in
Bermuda courts as contrary to that jurisdictions public
policy. Because judgments of U.S. courts are not
automatically enforceable in Bermuda, it may be difficult for
you to recover against us based upon such judgments.
Shareholders
who own our ordinary shares may have more difficulty in
protecting their interests than shareholders of a U.S.
corporation.
The Bermuda Companies Act, or the Companies Act, which applies
to us, differs in certain material respects from laws generally
applicable to U.S. corporations and their shareholders. As
a result of these differences, shareholders who own our shares
may have more difficulty protecting their interests than
shareholders who own shares of a U.S. corporation. For
example, class actions and derivative actions are generally not
available to shareholders under Bermuda law. Under Bermuda law,
only shareholders holding 5% or more of our outstanding ordinary
shares or numbering 100 or more are entitled to propose a
resolution at an Enstar general meeting.
16
We do
not intend to pay cash dividends on our ordinary
shares.
We do not intend to pay a cash dividend on our ordinary shares.
Rather, we intend to use any retained earnings to fund the
development and growth of our business. From time to time, our
board of directors will review our alternatives with respect to
our earnings and seek to maximize value for our shareholders. In
the future, we may decide to commence a dividend program for the
benefit of our shareholders. Any future determination to pay
dividends will be at the discretion of our board of directors
and will be limited by our position as a holding company that
lacks direct operations, the results of operations of our
subsidiaries, our financial condition, cash requirements and
prospects and other factors that our board of directors deems
relevant. In addition, there are significant regulatory and
other constraints that could prevent us from paying dividends in
any event. As a result, capital appreciation, if any, on our
ordinary shares may be your sole source of gain for the
foreseeable future.
Our
board of directors may decline to register a transfer of our
ordinary shares under certain circumstances.
Our board of directors may decline to register a transfer of
ordinary shares under certain circumstances, including if it has
reason to believe that any non-de minimis adverse tax,
regulatory or legal consequences to us, any of our subsidiaries
or any of our shareholders may occur as a result of such
transfer. Further, our bye-laws provide us with the option to
repurchase, or to assign to a third party the right to purchase,
the minimum number of shares necessary to eliminate any such
non-de minimis adverse tax, regulatory or legal consequence. In
addition, our board of directors may decline to approve or
register a transfer of shares unless all applicable consents,
authorizations, permissions or approvals of any governmental
body or agency in Bermuda, the United States or any other
applicable jurisdiction required to be obtained prior to such
transfer shall have been obtained. The proposed transferor of
any shares will be deemed to own those shares for dividend,
voting and reporting purposes until a transfer of such shares
has been registered on our shareholders register.
It is our understanding that while the precise form of the
restrictions on transfer contained in our bye-laws is untested,
as a matter of general principle, restrictions on transfers are
enforceable under Bermuda law and are not uncommon. These
restrictions on transfer may also have the effect of delaying,
deferring or preventing a change in control.
Risks
Relating to Taxation
We
might incur unexpected U.S., U.K. or Australia tax liabilities
if companies in our group that are incorporated outside of those
jurisdictions are determined to be carrying on a trade or
business there.
We and a number of our subsidiaries are companies formed under
the laws of Bermuda or other jurisdictions that do not impose
income taxes; it is our contemplation that these companies will
not incur substantial income tax liabilities from their
operations. Because the operations of these companies generally
involve, or relate to, the insurance or reinsurance of risks
that arise in higher tax jurisdictions, such as the United
States, United Kingdom and Australia, it is possible that
the taxing authorities in those jurisdictions may assert that
the activities of one or more of these companies creates a
sufficient nexus in that jurisdiction to subject the company to
income tax there. There are uncertainties in how the relevant
rules apply to insurance businesses, and in our eligibility for
favorable treatment under applicable tax treaties. Accordingly,
it is possible that we could incur substantial unexpected tax
liabilities.
U.S.
persons who own our ordinary shares might become subject to
adverse U.S. tax consequences as a result of related
person insurance income, or RPII, if any, of our
non-U.S.
insurance company subsidiaries.
If the RPII rules of the Code were to apply to us, a
U.S. person who owns our ordinary shares directly or
indirectly through foreign entities on the last day of the
taxable year would be required to include in income for
U.S. federal income tax purposes the shareholders pro
rata share of our
non-U.S. subsidiaries
RPII for the entire taxable year, determined as if that RPII
were distributed proportionately to the U.S. shareholders
at that date regardless whether any actual distribution is made.
In addition, any RPII that is includible in the income of a
U.S. tax-exempt organization would generally be treated as
unrelated business taxable income. Although we and
17
our subsidiaries intend to generally operate in a manner so as
to qualify for certain exceptions to the RPII rules, there can
be no assurance that these exceptions will be available.
Accordingly, there can be no assurance that U.S. Persons
who own our ordinary shares will not be required to recognize
gross income inclusions attributable to RPII.
In addition, the RPII rules provide that if a shareholder who is
a U.S. person disposes of shares in a foreign insurance
company that has RPII and in which U.S. persons
collectively own 25% or more of the shares, any gain from the
disposition will generally be treated as dividend income to the
extent of the shareholders share of the corporations
undistributed earnings and profits that were accumulated during
the period that the shareholder owned the shares (whether or not
those earnings and profits are attributable to RPII). Such a
shareholder would also be required to comply with certain
reporting requirements, regardless of the amount of shares owned
by the shareholder. These rules should not apply to dispositions
of our ordinary shares because we will not be directly engaged
in the insurance business. The RPII rules, however, have not
been interpreted by the courts or the IRS, and regulations
interpreting the RPII rules exist only in proposed form.
Accordingly, there is no assurance that our views as to the
inapplicability of these rules to a disposition of our ordinary
shares will be accepted by the IRS or a court.
U.S.
persons who own our ordinary shares would be subject to adverse
tax consequences if we or one or more of our
non-U.S.
subsidiaries were considered a passive foreign investment
company, or PFIC, for U.S. federal income tax
purposes.
We believe that we and our
non-U.S. subsidiaries
will not be PFICs for U.S. federal income purposes for the
current year. Moreover, we do not expect to conduct our
activities in a manner that will cause us or any of our
non-U.S. subsidiaries
to become a PFIC in the future. However, there can be no
assurance that the IRS will not challenge this position or that
a court will not sustain such challenge. Accordingly, it is
possible that we or one or more of our
non-U.S. subsidiaries
might be deemed a PFIC by the IRS or a court for the current
year or any future year. If we or one or more of our
non-U.S. subsidiaries
were a PFIC, it could have material adverse tax consequences for
an investor that is subject to U.S. federal income
taxation, including subjecting the investor to a substantial
acceleration
and/or
increase in tax liability. There are currently no regulations
regarding the application of the PFIC provisions of the Code to
an insurance company, so the application of those provisions to
insurance companies remains unclear in certain respects.
We may
become subject to taxes in Bermuda after March 28,
2016.
The Bermuda Minister of Finance, under the Exempted Undertakings
Tax Protection Act 1966, as amended, of Bermuda, has given us
and each of our Bermuda subsidiaries an assurance that if any
legislation is enacted in Bermuda that would impose tax computed
on profits or income, or computed on any capital asset, gain or
appreciation, or any tax in the nature of estate duty or
inheritance tax, then the imposition of any such tax will not be
applicable to us or our Bermuda subsidiaries or any of our or
their respective operations, shares, debentures or other
obligations until March 28, 2016. Given the limited
duration of the Minister of Finances assurance, we cannot
be certain that we will not be subject to any Bermuda tax after
March 28, 2016. In the event that we become subject to any
Bermuda tax after such date, it could have a material adverse
effect on our financial condition and results of operations.
18
USE OF
PROCEEDS
We expect to receive net proceeds from this offering of
approximately $193.0 million, after deducting underwriting
discounts and commissions and estimated offering expenses
payable by us. We intend to use the proceeds from this offering,
including any additional proceeds we receive from the
underwriters exercise of their over-allotment option, to
fund future acquisitions of insurance and reinsurance companies
in run-off and for general corporate purposes. Until we apply
the proceeds from the sale of the securities, we may temporarily
invest any proceeds that are not immediately applied to the
above purposes in U.S. government or agency obligations,
commercial paper, money market accounts, short-term marketable
securities, bank deposits or certificates of deposit, repurchase
agreements collateralized by U.S. government or agency
obligations or other short-term investments.
We will not receive any proceeds from the sale of ordinary
shares by the selling shareholders.
19
CAPITALIZATION
The following table sets forth our capitalization as of
March 31, 2008:
|
|
|
|
|
on an actual basis; and
|
|
|
|
on an as adjusted basis to reflect the application of the net
proceeds of approximately $193.0 million from the sale by
us of 1,913,983 ordinary shares in this offering at an
assumed offering price of $104.49 per share, which was the
closing price of our ordinary shares on the Nasdaq Global Select
Market on June 4, 2008.
|
You should read this table in conjunction with
Managements Discussion and Analysis of Financial
Condition and Results of Operations, Use of
Proceeds and our consolidated financial statements and the
related notes included elsewhere in this prospectus.
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008
|
|
|
|
Actual
|
|
|
As Adjusted
|
|
|
|
(In thousands, except per share data)
|
|
|
Cash and cash equivalents
|
|
$
|
1,480,695
|
|
|
$
|
1,673,695
|
|
Restricted cash and cash equivalents
|
|
|
317,691
|
|
|
|
317,691
|
|
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and restricted cash
|
|
|
1,798,386
|
|
|
|
1,991,386
|
|
|
|
|
|
|
|
|
|
|
Loans payable
|
|
$
|
329,963
|
|
|
$
|
329,963
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
|
|
|
|
|
|
Authorized issued and fully paid, par value $1.00 each
|
|
|
|
|
|
|
|
|
Ordinary shares issued and outstanding
|
|
|
11,948
|
|
|
|
13,862
|
|
Non-voting convertible ordinary shares issued and outstanding
|
|
|
2,973
|
|
|
|
2,973
|
|
Treasury stock at cost
|
|
|
(421,559
|
)
|
|
|
(421,559
|
)
|
Additional paid-in capital
|
|
|
593,712
|
|
|
|
784,798
|
|
Accumulated other comprehensive income
|
|
|
5,785
|
|
|
|
5,785
|
|
Retained earnings
|
|
|
271,983
|
|
|
|
271,983
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
464,842
|
|
|
|
657,842
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
794,805
|
|
|
$
|
987,805
|
|
|
|
|
|
|
|
|
|
|
The number of ordinary shares issued and outstanding on an as
adjusted basis above excludes ordinary shares that (i) may
be issued pursuant to outstanding stock options and restricted
share units and (ii) have been reserved for future issuance
pursuant to our 2006 Equity Incentive Plan, Enstar Group Limited
Employee Share Purchase Plan and Enstar Group Limited Deferred
Compensation and Ordinary Share Plan for Non-employee Directors.
20
SELECTED
HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
The following table provides selected historical consolidated
financial and operating data as of the dates and for the periods
indicated. We derived the selected historical consolidated
financial and operating data as of December 31, 2007 and
2006 and for the years ended December 31, 2007, 2006 and
2005 from our audited consolidated financial statements included
in this prospectus. We derived the selected historical
consolidated financial data as of December 31, 2005, 2004
and 2003 and for the years ended December 31, 2004 and 2003
from our audited consolidated financial statements not included
in this prospectus. We derived the selected historical
consolidated financial and operating data as of March 31,
2008 and for the three months ended March 31, 2008 and 2007
from our unaudited condensed consolidated financial statements
included in this prospectus, which include all adjustments,
consisting only of normal recurring adjustments, that management
considers necessary for a fair presentation of our financial
position and results of operations as of the date and for the
periods presented. The results of operations for past accounting
periods are not necessarily indicative of the results to be
expected for any future accounting period.
This information should be read in conjunction with
Managements Discussion and Analysis of Financial
Condition and Results of Operations and our audited and
unaudited consolidated financial statements and notes thereto
included elsewhere in this prospectus.
Since our inception, we have made several acquisitions which
impact the comparability between periods of the information
reflected below. See Business Recent
Acquisitions on page 68 for information about our
acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Years Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands of U.S. dollars, except per share data)
|
|
|
Summary Consolidated Statements of Earnings Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
6,055
|
|
|
$
|
4,661
|
|
|
$
|
31,918
|
|
|
$
|
33,908
|
|
|
$
|
22,006
|
|
|
$
|
23,703
|
|
|
$
|
24,746
|
|
Net investment (losses) income and net realized gains/losses
|
|
|
(494
|
)
|
|
|
20,509
|
|
|
|
64,336
|
|
|
|
48,001
|
|
|
|
29,504
|
|
|
|
10,502
|
|
|
|
7,072
|
|
Net (increase)/reduction in loss and loss adjustment expenses
liabilities
|
|
|
(685
|
)
|
|
|
(2,510
|
)
|
|
|
24,482
|
|
|
|
31,927
|
|
|
|
96,007
|
|
|
|
13,706
|
|
|
|
24,044
|
|
Total other expenses
|
|
|
(25,009
|
)
|
|
|
(22,721
|
)
|
|
|
(67,904
|
)
|
|
|
(49,838
|
)
|
|
|
(57,299
|
)
|
|
|
(35,160
|
)
|
|
|
(21,782
|
)
|
Minority interest
|
|
|
(3,376
|
)
|
|
|
(2,248
|
)
|
|
|
(6,730
|
)
|
|
|
(13,208
|
)
|
|
|
(9,700
|
)
|
|
|
(3,097
|
)
|
|
|
(5,111
|
)
|
Share of income of partly owned companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
518
|
|
|
|
192
|
|
|
|
6,881
|
|
|
|
1,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/earnings from continuing operations
|
|
|
(23,509
|
)
|
|
|
(2,309
|
)
|
|
|
46,102
|
|
|
|
51,308
|
|
|
|
80,710
|
|
|
|
16,535
|
|
|
|
30,592
|
|
Extraordinary gain Negative goodwill (2008 and 2006:
net of minority interest)
|
|
|
35,196
|
|
|
|
15,683
|
|
|
|
15,683
|
|
|
|
31,038
|
|
|
|
|
|
|
|
21,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
11,687
|
|
|
$
|
13,374
|
|
|
$
|
61,785
|
|
|
$
|
82,346
|
|
|
$
|
80,710
|
|
|
$
|
38,294
|
|
|
$
|
30,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Data(1)(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/earnings per share before extraordinary gain
basic
|
|
$
|
(1.97
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
3.93
|
|
|
$
|
5.21
|
|
|
$
|
8.29
|
|
|
$
|
1.72
|
|
|
$
|
3.19
|
|
Extraordinary gain per share basic
|
|
|
2.95
|
|
|
|
1.41
|
|
|
|
1.34
|
|
|
|
3.15
|
|
|
|
|
|
|
|
2.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic
|
|
$
|
0.98
|
|
|
$
|
1.20
|
|
|
$
|
5.27
|
|
|
$
|
8.36
|
|
|
$
|
8.29
|
|
|
$
|
3.98
|
|
|
$
|
3.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/earnings per share before extraordinary gain
diluted
|
|
$
|
(1.97
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
3.84
|
|
|
$
|
5.15
|
|
|
$
|
8.14
|
|
|
$
|
1.71
|
|
|
$
|
3.19
|
|
Extraordinary gain per share diluted
|
|
|
2.95
|
|
|
|
1.41
|
|
|
|
1.31
|
|
|
|
3.11
|
|
|
|
|
|
|
|
2.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share diluted
|
|
$
|
0.98
|
|
|
$
|
1.20
|
|
|
$
|
5.15
|
|
|
$
|
8.26
|
|
|
$
|
8.14
|
|
|
$
|
3.95
|
|
|
$
|
3.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic
|
|
|
11,927,542
|
|
|
|
11,160,448
|
|
|
|
11,731,908
|
|
|
|
9,857,914
|
|
|
|
9,739,560
|
|
|
|
9,618,905
|
|
|
|
9,582,396
|
|
Weighted average shares outstanding diluted(3)
|
|
|
11,927,542
|
|
|
|
11,160,448
|
|
|
|
12,009,683
|
|
|
|
9,966,960
|
|
|
|
9,918,823
|
|
|
|
9,694,528
|
|
|
|
9,582,396
|
|
Cash dividends paid per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.92
|
|
|
|
|
|
|
$
|
0.81
|
|
|
$
|
5.62
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
As of December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands of U.S. dollars, except per share data)
|
|
|
Summary Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
1,217,695
|
|
|
$
|
637,196
|
|
|
$
|
747,529
|
|
|
$
|
539,568
|
|
|
$
|
591,635
|
|
|
$
|
268,417
|
|
Cash and cash equivalents
|
|
|
1,798,386
|
|
|
|
1,163,333
|
|
|
|
513,563
|
|
|
|
345,329
|
|
|
|
350,456
|
|
|
|
127,228
|
|
Reinsurance balances receivable
|
|
|
758,659
|
|
|
|
465,277
|
|
|
|
408,142
|
|
|
|
250,229
|
|
|
|
341,627
|
|
|
|
175,091
|
|
Total assets
|
|
|
3,994,956
|
|
|
|
2,417,143
|
|
|
|
1,774,252
|
|
|
|
1,199,963
|
|
|
|
1,347,853
|
|
|
|
632,347
|
|
Loss and loss adjustment expense liabilities
|
|
|
2,700,687
|
|
|
|
1,591,449
|
|
|
|
1,214,419
|
|
|
|
806,559
|
|
|
|
1,047,313
|
|
|
|
381,531
|
|
Loans payable
|
|
|
329,963
|
|
|
|
60,227
|
|
|
|
62,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
464,842
|
|
|
|
450,599
|
|
|
|
318,610
|
|
|
|
260,906
|
|
|
|
177,338
|
|
|
|
147,616
|
|
Book Value per Share(4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
38.97
|
|
|
$
|
38.41
|
|
|
$
|
32.32
|
|
|
$
|
26.79
|
|
|
$
|
18.44
|
|
|
$
|
15.40
|
|
Diluted
|
|
$
|
38.97
|
|
|
$
|
37.52
|
|
|
$
|
31.97
|
|
|
$
|
26.30
|
|
|
$
|
18.29
|
|
|
$
|
15.40
|
|
|
|
|
(1) |
|
Earnings per share is a measure based on net earnings divided by
weighted average ordinary shares outstanding. Basic earnings per
share is defined as net earnings available to ordinary
shareholders divided by the weighted average number of ordinary
shares outstanding for the period, giving no effect to dilutive
securities. Diluted earnings per share is defined as net
earnings available to ordinary shareholders divided by the
weighted average number of shares and share equivalents
outstanding calculated using the treasury stock method for all
potentially dilutive securities. When the effect of dilutive
securities would be anti-dilutive, these securities are excluded
from the calculation of diluted earnings per share. |
|
(2) |
|
The weighted average ordinary shares outstanding shown for the
years ended December 31, 2007, 2006, 2005, 2004 and 2003
reflect the conversion of Class A, B, C and D shares to
ordinary shares on January 31, 2007, as part of the
recapitalization completed in connection with the merger of our
wholly-owned subsidiary with and into The Enstar Group, Inc., as
if the conversion occurred on January 1, 2007, 2006, 2005,
2004 and 2003. For the year ended December 31, 2007, the
ordinary shares issued to acquire The Enstar Group, Inc. are
reflected in the calculation of the weighted average ordinary
shares outstanding from January 31, 2007, the date of
issue. As a result both the book value per share and the
earnings per share calculations, previously reported, have been
amended to reflect this change. |
|
(3) |
|
The calculation of diluted earnings per share for the three
months ended March 31, 2008 and March 31, 2007 and the
calculation of diluted book value per share as of March 31,
2008 do not include share equivalents relating to unvested
shares, restricted shares and options because to do so would
have been
anti-dilutive. |
|
(4) |
|
Basic book value per share is defined as total
shareholders equity available to ordinary shareholders
divided by the number of ordinary shares outstanding as of the
end of the period, giving no effect to dilutive securities.
Diluted book value per share is defined as total
shareholders equity available to ordinary shareholders
divided by the number of ordinary shares and ordinary share
equivalents outstanding at the end of the period, calculated
using the treasury stock method for all potentially dilutive
securities. When the effect of dilutive securities would be
anti-dilutive, these securities are excluded from the
calculation of diluted book value per share. |
22
UNAUDITED
PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL INFORMATION
The following unaudited pro forma condensed combined
consolidated financial information is based on our historical
financial statements and the historical financial statements of
Gordian Runoff Limited, TGI Australia Limited, AG Australia
Holdings Ltd., Gordian Runoff (UK) Limited, Shelly Bay Holdings
Limited (formerly AMP General Insurance Holdings Limited),
Enstar Australia Limited (formerly Cobalt Solutions Australia
Limited), Harrington Sound Limited (formerly AMP General
Insurance Limited), and Church Bay Limited (formerly AMPG
(1992) Limited), or the acquired companies collectively
referred to herein as Gordian, and have been prepared to
illustrate the effects of the acquisition of all of the
outstanding share capital of Gordian by Enstar Australia
Holdings Pty Limited, or Enstar Australia, our wholly-owned
subsidiary, which was completed on March 5, 2008. The
following data is presented as if the acquisition was completed
as of January 1, 2007. The unaudited pro forma condensed
combined consolidated financial information (i) is based on
the acquisition price we paid of approximately
$405.4 million to the former shareholders of Gordian and
(ii) reflects the purchase of Gordian under the purchase
method of accounting and represents a current estimate of the
financial information based on available information from us and
Gordian.
The pro forma information includes adjustments to record the
assets and liabilities of Gordian at their estimated fair market
values and is subject to adjustment as additional information
becomes available and as additional analyses are performed. To
the extent there are significant changes to Gordians
business, the assumptions and estimates herein could change
significantly. The pro forma financial information is presented
for illustrative purposes only under one set of assumptions and
does not reflect the financial results of the combined companies
had consideration been given to other assumptions or to the
impact of possible operating efficiencies, asset dispositions,
and other factors. Further, the pro forma financial information
does not necessarily reflect the historical results of the
combined company that actually would have occurred had the
transaction been in effect during the period indicated or that
may be obtained in the future. The following unaudited pro forma
condensed combined consolidated financial information does not
include a balance sheet dated March 31, 2008 because our
condensed combined consolidated balance sheet dated
March 31, 2008 (included in our historical financial
statements in this prospectus on
page F-42)
reflected the Gordian acquisition, which occurred March 5,
2008.
The unaudited pro forma condensed combined consolidated
financial information should be read in conjunction with
Managements Discussion and Analysis of Financial
Condition and Results of Operations and the historical
financial statements, including the related notes, included
elsewhere in this prospectus, as well as the historical
financial statements of Gordian included in our Current Report
on
Form 8-K/A,
filed with the SEC on May 21, 2008 and incorporated herein
by reference, with the exception of historical information for
AG Australia Holdings Ltd., Gordian Runoff (UK) Limited and
Shelly Bay Holdings Limited (formerly AMP General Insurance
Holdings Limited) as these entities were materially
insignificant to the transaction as a whole.
23
ENSTAR
GROUP LIMITED
UNAUDITED
PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF
EARNINGS
For the
Three-Month Period Ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar Group
|
|
|
|
|
|
Adjustment
|
|
|
|
|
|
|
Limited(a)
|
|
|
Gordian
|
|
|
Entries
|
|
|
Combined
|
|
|
|
(Expressed in thousands of U.S. dollars, except per share
data)
|
|
|
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
6,018
|
|
|
$
|
227
|
|
|
$
|
|
|
|
$
|
6,245
|
|
Net investment (loss) income and net realized gains (losses)
|
|
|
(7,766
|
)
|
|
|
13,854
|
|
|
|
(5,194
|
)(b)
|
|
|
894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,748
|
)
|
|
|
14,081
|
|
|
|
(5,194
|
)
|
|
|
7,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (reduction) in loss and loss adjustment expense
liabilities
|
|
|
1,631
|
|
|
|
(23,815
|
)
|
|
|
4,339
|
(c)
|
|
|
(17,845
|
)
|
Salaries and benefits
|
|
|
11,095
|
|
|
|
596
|
|
|
|
|
|
|
|
11,691
|
|
General and administrative expenses
|
|
|
12,817
|
|
|
|
3,465
|
|
|
|
|
|
|
|
16,282
|
|
Interest expense
|
|
|
3,315
|
|
|
|
|
|
|
|
3,965
|
(c)
|
|
|
7,280
|
|
Foreign exchange gain
|
|
|
(4,234
|
)
|
|
|
(100
|
)
|
|
|
|
|
|
|
(4,334
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,624
|
|
|
|
(19,854
|
)
|
|
|
8,304
|
|
|
|
13,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS) EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST
|
|
|
(26,372
|
)
|
|
|
33,935
|
|
|
|
(13,498
|
)
|
|
|
(6,135
|
)
|
INCOME TAXES
|
|
|
1,738
|
|
|
|
(3,994
|
)
|
|
|
1,558
|
(c)
|
|
|
(698
|
)
|
MINORITY INTEREST
|
|
|
(3,376
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,376
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS) EARNINGS FROM CONTINUING OPERATIONS(d)
|
|
$
|
(28,010
|
)
|
|
$
|
29,941
|
|
|
$
|
(11,940
|
)
|
|
$
|
(10,009
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share basic and diluted
|
|
$
|
(2.35
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(0.84
|
)
|
Weighted average shares outstanding basic and diluted
|
|
|
11,927,542
|
|
|
|
|
|
|
|
|
|
|
|
11,927,542
|
|
Notes to
the Pro Forma Condensed Combined Consolidated Statement of
Earnings
Note
a
The Enstar Group Limited statement of earnings excludes the
results of Gordian for the period from date of acquisition,
March 5, 2008 to March 31, 2008.
|
|
|
|
|
Note b
|
|
|
|
|
Adjustment to exclude net unrealized gains reported by Gordian
to conform to Enstar Group Limiteds accounting policy for
investments
|
|
$
|
(5,194
|
)
|
|
|
|
|
|
Note c
|
|
|
|
|
Adjustment to interest expense to reflect the financing costs of
the acquisition for the period
|
|
|
(3,965
|
)
|
Adjustment to recognize the amortization of increased run-off
provisions
|
|
|
(215
|
)
|
Adjustment to recognize amortization of fair value adjustments
recorded at date of acquisition
|
|
|
(4,124
|
)
|
To adjust income taxes for pro forma adjustments at the
statutory rate of 30%
|
|
|
1,558
|
|
|
|
|
|
|
Total expenses
|
|
$
|
(6,746
|
)
|
|
|
|
|
|
Note
d
Earnings from continuing operations exclude extraordinary gains.
24
ENSTAR
GROUP LIMITED
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF
EARNINGS
For the Year Ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar Group
|
|
|
|
|
|
Adjustment
|
|
|
|
|
|
|
Limited
|
|
|
Gordian
|
|
|
Entries
|
|
|
Combined
|
|
|
|
(Expressed in thousands of U.S. dollars, except per share
data)
|
|
|
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
31,918
|
|
|
$
|
7,499
|
|
|
$
|
|
|
|
$
|
39,417
|
|
Net investment income and net realized gains
|
|
|
64,336
|
|
|
|
59,600
|
|
|
|
(4,395
|
)(c)
|
|
|
119,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,254
|
|
|
|
67,099
|
|
|
|
(4,395
|
)
|
|
|
158,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reduction in loss and loss adjustment expense liabilities
|
|
|
(24,482
|
)
|
|
|
(102,974
|
)
|
|
|
19,833
|
(a)
|
|
|
(107,623
|
)
|
Salaries and benefits
|
|
|
46,977
|
|
|
|
12,708
|
|
|
|
|
|
|
|
59,685
|
|
General and administrative expenses
|
|
|
31,413
|
|
|
|
10,717
|
|
|
|
|
|
|
|
42,130
|
|
Interest expense
|
|
|
4,876
|
|
|
|
|
|
|
|
28,461
|
(b)
|
|
|
33,337
|
|
Foreign exchange gain
|
|
|
(7,921
|
)
|
|
|
(4,910
|
)
|
|
|
|
|
|
|
(12,831
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,863
|
|
|
|
(84,459
|
)
|
|
|
48,294
|
|
|
|
14,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST
|
|
|
45,391
|
|
|
|
151,558
|
|
|
|
(52,689
|
)
|
|
|
144,260
|
|
INCOME TAXES
|
|
|
7,441
|
|
|
|
(40,472
|
)
|
|
|
1,319
|
(c)
|
|
|
(31,712
|
)
|
MINORITY INTEREST
|
|
|
(6,730
|
)
|
|
|
|
|
|
|
|
|
|
|
(6,730
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) FROM CONTINUING OPERATIONS(d)
|
|
$
|
46,102
|
|
|
$
|
111,086
|
|
|
$
|
(51,370
|
)
|
|
$
|
105,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic
|
|
$
|
3.93
|
|
|
|
|
|
|
|
|
|
|
$
|
9.02
|
|
Earnings per share diluted
|
|
$
|
3.84
|
|
|
|
|
|
|
|
|
|
|
$
|
8.81
|
|
Weighted average shares outstanding basic
|
|
|
11,731,908
|
|
|
|
|
|
|
|
|
|
|
|
11,731,908
|
|
Weighted average shares outstanding diluted
|
|
|
12,009,683
|
|
|
|
|
|
|
|
|
|
|
|
12,009,683
|
|
Notes to
the Pro Forma Condensed Combined Consolidated Statement of
Earnings
Note
a
Amortization of fair value adjustments.
Note
b
Represents the loan interest expense based on the assumption
that the loan used to fund the acquisition was made on
January 1, 2007.
Note
c
Represents the after tax impact of Gordians adoption of
our accounting policy for investments.
Note
d
Earnings from continuing operations exclude extraordinary gains.
25
ENSTAR
GROUP LIMITED
UNAUDITED
PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
As of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar Group
|
|
|
|
|
|
Adjustment
|
|
|
|
|
|
|
Limited
|
|
|
Gordian
|
|
|
Entries
|
|
|
Combined
|
|
|
|
(Expressed in thousands of U.S. dollars)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
637,196
|
|
|
$
|
393,841
|
|
|
|
|
|
|
$
|
1,031,037
|
|
Cash and cash equivalents
|
|
|
995,237
|
|
|
|
633,400
|
|
|
|
(89,390
|
)(a)
|
|
|
1,396,999
|
|
|
|
|
|
|
|
|
|
|
|
|
(142,248
|
)(b)
|
|
|
|
|
Restricted cash and cash equivalents
|
|
|
168,096
|
|
|
|
|
|
|
|
|
|
|
|
168,096
|
|
Reinsurance balances receivable
|
|
|
465,277
|
|
|
|
145,186
|
|
|
|
(37,630
|
)(c)
|
|
|
572,833
|
|
Other assets
|
|
|
151,337
|
|
|
|
355,911
|
|
|
|
(18,867
|
)(c)
|
|
|
158,837
|
|
|
|
|
|
|
|
|
|
|
|
|
(329,544
|
)(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
2,417,143
|
|
|
$
|
1,528,338
|
|
|
$
|
(617,679
|
)
|
|
$
|
3,327,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss adjustment expenses
|
|
$
|
1,591,449
|
|
|
$
|
578,052
|
|
|
$
|
(29,917
|
)(c)
|
|
$
|
2,139,584
|
|
Reinsurance balances payable
|
|
|
189,870
|
|
|
|
8,214
|
|
|
|
(1,502
|
)(c)
|
|
|
196,582
|
|
Loans payable
|
|
|
60,227
|
|
|
|
|
|
|
|
276,500
|
(a)
|
|
|
336,727
|
|
Other liabilities
|
|
|
61,561
|
|
|
|
17,959
|
|
|
|
7,499
|
(c)
|
|
|
87,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,903,107
|
|
|
|
604,225
|
|
|
|
252,580
|
|
|
|
2,759,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority Interest
|
|
|
63,437
|
|
|
|
|
|
|
|
39,522
|
(a)
|
|
|
102,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
14,893
|
|
|
|
396,872
|
|
|
|
(396,872
|
)(a)
|
|
|
14,893
|
|
Treasury stock
|
|
|
(421,559
|
)
|
|
|
|
|
|
|
|
|
|
|
(421,559
|
)
|
Additional paid-in capital
|
|
|
590,934
|
|
|
|
|
|
|
|
|
|
|
|
590,934
|
|
Accumulated other comprehensive income
|
|
|
6,035
|
|
|
|
|
|
|
|
4,598
|
(d)
|
|
|
10,633
|
|
Retained earnings
|
|
|
260,296
|
|
|
|
527,241
|
|
|
|
(58,820
|
)(a)
|
|
|
270,030
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,576
|
)(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(471,792
|
)(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,598
|
)(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,280
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
450,599
|
|
|
|
924,113
|
|
|
|
(909,781
|
)
|
|
|
464,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Shareholders Equity
|
|
$
|
2,417,143
|
|
|
$
|
1,528,338
|
|
|
$
|
(617,679
|
)
|
|
$
|
3,327,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
Notes to
the Pro Forma Condensed Combined Consolidated Balance
Sheet
Note
a
To record the acquisition of Gordian by Enstar Group Limited
using the purchase method of accounting. A summary of the
adjustments is as follows:
|
|
|
|
|
|
|
|
|
Purchase price
|
|
|
|
|
|
$
|
401,086
|
|
Direct costs of acquisitions
|
|
|
|
|
|
|
4,326
|
|
|
|
|
|
|
|
|
|
|
Total purchase price (cash of $128,912 and notes payable of
$276,500)
|
|
|
|
|
|
|
405,412
|
|
Net assets acquired at fair value:
|
|
|
|
|
|
|
|
|
Cash and investments
|
|
|
872,755
|
|
|
|
|
|
Reinsurance balances receivable
|
|
|
99,645
|
|
|
|
|
|
Other assets
|
|
|
31,253
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
(509,638
|
)
|
|
|
|
|
Insurance and reinsurance balances payable
|
|
|
(22,660
|
)
|
|
|
|
|
Other liabilities
|
|
|
(15,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
|
|
|
|
|
455,692
|
|
|
|
|
|
|
|
|
|
|
Excess of net assets over purchase price (negative goodwill)
|
|
|
|
|
|
$
|
(50,280
|
)
|
|
|
|
|
|
|
|
|
|
Cash of $39,522 to fund the acquisition was provided by a third
party who retained a minority interest in the transaction.
Note
b
To reflect the return of capital of $471,292 paid by Gordian to
its former parent prior to completion of the acquisition.
Note
c
To record the fair value adjustments recorded as at date of
acquisition.
Note
d
To record the adjustment required to conform to Enstar Group
Limiteds accounting policy for investments.
27
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business
Overview
We were formed in August 2001 under the laws of Bermuda to
acquire and manage insurance and reinsurance companies in
run-off, and to provide management, consulting and other
services to the insurance and reinsurance industry. On
January 31, 2007, we completed the merger, or the Merger,
of CWMS Subsidiary Corp, a Georgia corporation and our
wholly-owned subsidiary, with and into The Enstar Group, Inc., a
Georgia corporation. As a result of the Merger, The Enstar
Group, Inc., renamed Enstar USA, Inc., is now our wholly-owned
subsidiary. The Enstar Group, Inc. owned an approximate 32%
economic and a 50% voting interest in us prior to the Merger.
Since our formation, we, through our subsidiaries, have
completed several acquisitions of insurance and reinsurance
companies and are now administering those businesses in run-off.
In 2006, we completed 3 acquisitions of companies having
combined total net assets of $222.9 million. In 2007, we
completed 5 acquisitions of companies having combined total net
assets of $625.3 million. Thus far in 2008, we have
completed 2 acquisitions of companies having combined total net
assets of $521.6 million. We derive our net earnings from
the ownership and management of these companies primarily by
settling insurance and reinsurance claims below the recorded
loss reserves and from returns on the portfolio of investments
retained to pay future claims. In addition, we provide
management and consultancy services, claims inspection services
and reinsurance collection services to our affiliates and
third-party clients for both fixed and success-based fees.
In the primary (or direct) insurance business, the insurer
assumes risk of loss from persons or organizations that are
directly subject to the given risks. Such risks may relate to
property, casualty, life, accident, health, financial or other
perils that may arise from an insurable event. In the
reinsurance business, the reinsurer agrees to indemnify an
insurance or reinsurance company, referred to as the ceding
company, against all or a portion of the insurance risks arising
under the policies the ceding company has written or reinsured.
When an insurer or reinsurer stops writing new insurance
business, either entirely or with respect to a particular line
of business, the insurer, reinsurer, or the line of discontinued
business is in run-off.
In recent years, the insurance industry has experienced
significant consolidation. As a result of this consolidation and
other factors, the remaining participants in the industry often
have portfolios of business that are either inconsistent with
their core competency or provide excessive exposure to a
particular risk or segment of the market (i.e.,
property/casualty, asbestos, environmental, director and officer
liability, etc.). These non-core
and/or
discontinued portfolios are often associated with potentially
large exposures and lengthy time periods before resolution of
the last remaining insured claims resulting in significant
uncertainty to the insurer or reinsurer covering those risks.
These factors can distract management, drive up the cost of
capital and surplus for the insurer or reinsurer, and negatively
impact the insurers or reinsurers credit rating,
which makes the disposal of the unwanted company or portfolio an
attractive option. Alternatively, the insurer may wish to
maintain the business on its balance sheet, yet not divert
significant management attention to the run-off of the
portfolio. The insurer or reinsurer, in either case, is likely
to engage a third party, such as us, that specializes in run-off
management to purchase the company or portfolio of the company,
or to manage the company or portfolio in run-off.
In the sale of a run-off company, a purchaser, such as us,
typically pays a discount to the book value of the company based
on the risks assumed and the relative value to the seller of no
longer having to manage the company in run-off. Such a
transaction can be beneficial to the seller because it receives
an up-front payment for the company, eliminates the need for its
management to devote any attention to the disposed company and
removes the risk that the established reserves related to the
run-off business may prove to be inadequate. The seller is also
able to redeploy its management and financial resources to its
core businesses.
Alternatively, if the insurer or reinsurer hires a third party,
such as us, to manage its run-off business, the insurer or
reinsurer will, unlike in a sale of the business, receive little
or no cash up front. Instead, the management arrangement may
provide that the insurer or reinsurer will retain the profits,
if any, derived from the run-off with certain incentive payments
allocated to the run-off manager. By hiring a run-off manager,
the insurer or reinsurer can outsource the management of the
run-off business to experienced and capable individuals, while
allowing its own management team to focus on the insurers
or reinsurers core businesses. Our desired approach to
managing
28
run-off business is to align our interests with the interests of
the owners through both fixed management fees and certain
incentive payments. Under certain management arrangements to
which we are a party, however, we receive only a fixed
management fee and do not receive any incentive payments.
Following the purchase of a run-off company or the engagement to
manage a run-off company or portfolio of business, it is
incumbent on the new owner or manager to conduct the run-off in
a disciplined and professional manner in order to efficiently
discharge liabilities associated with the business while
preserving and maximizing its assets. Our approach to managing
our acquired companies in run-off as well as run-off companies
or portfolios of businesses on behalf of third-party clients
includes negotiating with third-party insureds and reinsureds to
commute their insurance or reinsurance agreement (sometimes
called policy buy-backs) for an agreed upon up-front payment by
us, or the third-party client, and to more efficiently manage
payment of insurance and reinsurance claims. We attempt to
commute policies with direct insureds or reinsureds in order to
eliminate uncertainty over the amount of future claims. We also
attempt, where appropriate, to negotiate favorable commutations
with reinsurers by securing the receipt of a lump-sum settlement
from the reinsurer in complete satisfaction of the
reinsurers liability in respect of any future claims. We,
or our third-party client, are then fully responsible for any
claims in the future. We typically invest proceeds from
reinsurance commutations with the expectation that such
investments will produce income, which, together with the
principal, will be sufficient to satisfy future obligations with
respect to the acquired company or portfolio.
With respect to our U.K. and Bermuda insurance and reinsurance
subsidiaries, we are able to pursue strategies to achieve
complete finality and conclude the run-off of a company by
promoting solvent schemes of arrangement. Solvent schemes of
arrangement, or a Solvent Scheme, have been a popular means of
achieving financial certainty and finality, for insurance and
reinsurance companies incorporated or managed in the U.K. and
Bermuda by making a one-time full and final settlement of an
insurance and reinsurance companys liabilities to
policyholders. Such a Solvent Scheme is an arrangement between a
company and its creditors or any class of them. For a Solvent
Scheme to become binding on the creditors, a meeting of each
class of creditors must be called, with the permission of the
local court, to consider and, if thought fit, approve the
Solvent Scheme. The requisite statutory majority of creditors of
not less than 75% in value and 50% in number of those creditors
actually attending the meeting, either in person or by proxy,
must vote in favor of a Solvent Scheme. Once a Solvent Scheme
has been approved by the statutory majority of voting creditors
of the company it requires the sanction of the local court.
While a Solvent Scheme provides an alternative exit strategy for
run-off companies it is not our strategy to make such
acquisitions with this strategy solely in mind. Our preferred
approach is to generate earnings from the disciplined and
professional management of acquired run-off companies and then
consider exit strategies, including a Solvent Scheme, when the
majority of the run-off is complete. To understand risks
associated with this strategy, see Risk
Factors Risks Relating to Our Business
Exit and finality opportunities provided by solvent schemes of
arrangement may not continue to be available, which may result
in the diversion of our resources to settle policyholder claims
for a substantially longer run-off period and increase the
associated costs of run-off of our insurance and reinsurance
subsidiaries.
We manage our business through two operating segments:
reinsurance and consulting.
Our reinsurance segment comprises the operations and financial
results of its insurance and reinsurance subsidiaries. The
financial results of this segment primarily consist of
investment income less net reductions in loss and loss
adjustment expense liabilities, direct expenses (including
certain premises costs and professional fees) and management
fees paid to our consulting segment.
Our consulting segment comprises the operations and financial
results of those subsidiaries that provide management and
consulting services, forensic claims inspections services and
reinsurance collection services to third-party clients. This
segment also provides management services to the reinsurance
segment in return for management fees. The financial results of
this segment primarily consist of fee income less overhead
expenses comprised of staff costs, information technology costs,
certain premises costs, travel costs and certain professional
fees.
For a further discussion of our segments, see Note 19 to
the Consolidated Financial Statements for the year ended
December 31, 2007 included elsewhere in this prospectus.
29
As of March 31, 2008 we had $3,995.0 million of total
assets and $464.8 million of shareholders equity. We
operate our business internationally through our insurance and
reinsurance subsidiaries and our consulting subsidiaries in
Bermuda, the United Kingdom, the United States, Europe and
Australia.
Financial
Statement Overview
Consulting
Fee Income
We generate consulting fees based on a combination of fixed and
success-based fee arrangements. Consulting income will vary from
period to period depending on the timing of completion of
success-based fee arrangements. Success-based fees are recorded
when targets related to overall project completion or
profitability goals are achieved. Our consulting segment, in
addition to providing services to third parties, also provides
management services to the reinsurance segment based on agreed
terms set out in management agreements between the parties. The
fees charged by the consulting segment to the reinsurance
segment are eliminated against the cost incurred by the
reinsurance segment on consolidation.
Net
Investment Income and Net Realized Gains/(Losses)
Our net investment income is principally derived from interest
earned primarily on cash and investments offset by investment
management fees paid. Our investment portfolio currently
consists of the following: (1) bond portfolios that are
classified as both trading and held-to-maturity and carried at
fair value and amortized cost, respectively; (2) cash and
cash equivalents; (3) other investments that are accounted
for on the equity basis; and (4) fixed and short-term
investments that are classified as trading and are carried at
fair value.
Our current investment strategy seeks to preserve principal and
maintain liquidity while trying to maximize investment return
through a high-quality, diversified portfolio. The volatility of
claims and the effect they have on the amount of cash and
investment balances, as well as the level of interest rates and
other market factors, affect the return we are able to generate
on our investment portfolio. It is our current investment policy
to hold our bond portfolio to maturity, and not to trade or have
such portfolio available-for-sale. When we make a new
acquisition we will often restructure the acquired investment
portfolio, which may generate one-time realized gains or losses.
The majority of cash and investment balances are held within our
reinsurance segment.
Net
Reduction in Loss and Loss Adjustment Expense
Liabilities
Our insurance-related earnings are primarily comprised of
reductions, or potentially increases, of net loss and loss
adjustment expense liabilities. These liabilities are comprised
of:
|
|
|
|
|
outstanding loss or case reserves, or OLR, which represent
managements best estimate of the likely settlement amount
for known claims, less the portion that can be recovered from
reinsurers;
|
|
|
|
reserves for losses incurred but not reported, or IBNR reserves,
which are reserves established by us for claims that are not yet
reported but can reasonably be expected to have occurred based
on industry information, managements experience and
actuarial evaluation, less the portion that can be recovered
from reinsurers; and
|
|
|
|
reserves for future loss adjustment expense liabilities which
represent managements best estimate of the future costs of
managing the run-off of claims liabilities.
|
Net loss and loss adjustment expense liabilities are reviewed by
our management each quarter and by independent actuaries
annually as of year end. Reserves reflect managements best
estimate of the remaining unpaid portion of these liabilities.
Prior period estimates of net loss and loss adjustment expense
liabilities may change as our management considers the combined
impact of commutations, policy buy-backs, settlement of losses
on carried reserves and the trend of incurred loss development
compared to prior forecasts.
Commutations provide an opportunity for us to exit exposures to
entire policies with insureds and reinsureds at a discount to
the previously estimated ultimate liability. Our internal and
external actuaries eliminate all prior historical loss
development that relates to commuted exposures and apply their
actuarial methodologies to the
30
remaining aggregate exposures and revised historical loss
development information to reassess estimates of ultimate
liabilities.
Policy buy-backs provide an opportunity for us to settle
individual policies and losses usually at a discount to carried
advised loss reserves. As part of our routine claims settlement
operations, claims will settle at either below or above the
carried advised loss reserve. The impact of policy buy-backs and
the routine settlement of claims updates historical loss
development information to which actuarial methodologies are
applied, often resulting in revised estimates of ultimate
liabilities. Our actuarial methodologies include industry
benchmarking which, under certain methodologies (discussed
further under Critical Accounting
Policies below), compares the trend of our loss
development to that of the industry. To the extent that the
trend of our loss development compared to the industry changes
in any period, it is likely to have an impact on the estimate of
ultimate liabilities. Additionally, consolidated net reductions,
or potentially increases, in loss and loss adjustment expense
liabilities include reductions, or potentially increases, in the
provisions for future losses and loss adjustment expenses
related to the current periods run-off activity. Net
reductions in net loss and loss adjustment expense liabilities
are reported as negative expenses by us in our reinsurance
segment. The unallocated loss adjustment expenses paid by the
reinsurance segment comprise management fees paid to the
consulting segment and are eliminated on consolidation. The
consulting segment costs in providing run-off services are
classified as salaries and general and administrative expenses.
For more information on how the reserves are calculated, see
Critical Accounting Policies Loss
and Loss Adjustment Expenses below.
As our reinsurance subsidiaries are in run-off, our premium
income is insignificant, consisting primarily of adjustment
premiums triggered by loss payments.
Salaries
and Benefits
We are a service-based company and, as such, employee salaries
and benefits are our largest expense. We have experienced
significant increases in our salaries and benefits expenses as
we have grown our operations, and we expect that trend to
continue if we are able to successfully expand our operations.
On September 15, 2006, our board of directors and
shareholders adopted the Enstar Group Limited 2006 Equity
Incentive Plan, or the Equity Incentive Plan, and the Enstar
Group Limited
2006-2010
Annual Incentive Compensation Plan, or the Annual Incentive
Plan, which are administered by the Compensation Committee of
our board of directors.
The Annual Incentive Plan provides for the annual grant of bonus
compensation, or, each, a bonus award, to certain of our
officers and employees of us and our subsidiaries, including our
senior executive officers. Bonus awards for each calendar year
from 2006 through 2007 were determined, and for each calendar
year from 2008 through 2010 will be determined, based on our
consolidated net after-tax profits. The Compensation Committee
determines the amount of bonus awards in any calendar year,
based on a percentage of our consolidated net after-tax profits.
The percentage is 15% unless the Compensation Committee
exercises its discretion to change the percentage no later than
30 days after our year-end. For the years ended
December 31, 2007 and 2006 the percentage was left
unchanged by the Compensation Committee. The Compensation
Committee determines, in its sole discretion, the amount of
bonus awards payable to each participant.
Bonus awards are payable in cash, ordinary shares or a
combination of both. Ordinary shares issued in connection with a
bonus award will be issued pursuant to the terms and subject to
the conditions of the Equity Incentive Plan.
For information on the awards made under both the Annual and
Equity Incentive plans for the years ended December 31,
2007 and December 31, 2006, and the three months ended
March 31, 2008 and March 31, 2007, see Note 12 to
our Consolidated Financial Statements for the year ended
December 31, 2007, included elsewhere in this prospectus,
and our Unaudited Condensed Consolidated Financial Statements
for the three months ended March 31, 2007, included
elsewhere in this prospectus.
With the exception of the expense relating to the Annual
Incentive Plan, which is allocated to both the reinsurance and
consulting segments, the costs of all of our employees are
accounted for as part of the consulting segment.
31
General
and Administrative Expenses
General and administrative expenses include rent and
rent-related costs, professional fees (legal, investment, audit
and actuarial) and travel expenses. We have operations in
multiple jurisdictions and our employees travel frequently in
connection with the search for acquisition opportunities and in
the general management of the business. While certain general
and administrative expenses, such as rent and related costs and
professional fees, are incurred directly by the reinsurance
segment, the remaining general and administrative expenses are
incurred by the consulting segment. To the extent that such
costs incurred by the consulting segment relate to the
management of the reinsurance segment, they are recovered by the
consulting segment through the management fees charged to the
reinsurance segment.
Foreign
Exchange Gain/(Loss)
Our reporting and functional currency is U.S. dollars.
Through our subsidiaries, however, we hold a variety of foreign
(non-U.S.)
currency assets and liabilities, the principal exposures being
Australian dollars, Euros and British pounds. At each balance
sheet date, recorded balances that are denominated in a currency
other than U.S. dollars are adjusted to reflect the current
exchange rate. Revenue and expense items are translated into
U.S. dollars at average rates of exchange for the period.
The resulting exchange gains or losses are included in our net
income. We seek to manage our exposure to foreign currency
exchange by broadly matching our foreign currency assets against
our foreign currency liabilities.
Income
Tax/(Recovery)
Under current Bermuda law, we and our Bermuda-based subsidiaries
are not required to pay taxes in Bermuda on either income or
capital gains. These companies have received an undertaking from
the Bermuda government that, in the event of income or capital
gains taxes being imposed, they will be exempted from such taxes
until the year 2016. Our non-Bermuda subsidiaries record income
taxes based on their graduated statutory rates, net of tax
benefits arising from tax loss carryforwards. On January 1,
2007 we adopted the provisions of the U.S. Financial
Accounting Standards Board, or the FASB, Interpretation
No. 48. Accounting for Uncertainty in Income
Taxes, or FIN 48. As a result of the implementation
of FIN 48, we recognized a $4.9 million increase to
the January 1, 2007 balance of retained earnings.
Minority
Interest
The acquisitions of Hillcot Re Limited (formerly Toa-Re
Insurance Company (UK) Limited) in March 2003 and of Brampton
Insurance Company Limited (formerly Aioi Insurance Company of
Europe Limited) in March 2006 were effected through Hillcot
Holdings Limited, or Hillcot, a Bermuda-based company in which
we have a 50.1% economic interest. The results of operations of
Hillcot are included in our consolidated statements of
operations with the remaining 49.9% economic interest in the
results of Hillcot reflected as a minority interest.
On February 29, 2008, we completed the acquisition of
Guildhall Insurance Company Limited, or Guildhall, a U.K.-based
insurance and reinsurance company in run-off and on
March 5, 2008, we completed the acquisition of AMP
Limiteds Australian-based closed reinsurance and insurance
operations, or Gordian. We have a 70% economic interest in
Guildhall and Gordian. The results of operations of Guildhall
and Gordian are included in our consolidated statements of
operations with the remaining 30% economic interest in the
results of Guildhall and Gordian reflected as a minority
interest.
We own 50.1% of Shelbourne Group Limited, or Shelbourne, which
in turn owns 100% of Shelbourne Syndicate Services Limited, the
Managing Agency for Lloyds Syndicate 2008, a syndicate
approved by Lloyds of London on December 16, 2007. We
have committed to provide approximately 65% of the capital
required by Lloyds Syndicate 2008, which is authorized to
undertake Reinsurance to Close Transactions, or RITC
transactions (the transferring of the liabilities from one
Lloyds Syndicate to another), of Lloyds Syndicates
in Run-off.
Negative
Goodwill
Negative goodwill represents the excess of the fair value of
businesses acquired by us over the cost of such businesses. In
accordance with the Statements of Financial Standards issued by
FASB No. 141 Business
32
Combinations, or FAS 141, this amount is recognized
upon the acquisition of the businesses as an extraordinary gain.
The fair values of the reinsurance assets and liabilities
acquired are derived from probability-weighted ranges of the
associated projected cash flows, based on actuarially prepared
information and our managements run-off strategy. Any
amendment to the fair values resulting from changes in such
information or strategy will be recognized when they occur. For
more information on how the goodwill is determined, see
Critical Accounting Policies
Goodwill below.
Critical
Accounting Policies
Certain amounts in our consolidated financial statements require
the use of best estimates and assumptions to determine reported
values. These amounts could ultimately be materially different
than what has been provided for in our consolidated financial
statements. We consider the assessment of loss reserves and
reinsurance recoverable to be the values requiring the most
inherently subjective and complex estimates. In addition, the
assessment of the possible impairment of goodwill involves
certain estimates and assumptions. As such, the accounting
policies for these amounts are of critical importance to our
consolidated financial statements.
Loss
and Loss Adjustment Expenses
The following table provides a breakdown of gross loss and loss
adjustment expense reserves by type of exposure as of
December 31, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
OLR
|
|
|
IBNR
|
|
|
Total
|
|
|
OLR
|
|
|
IBNR
|
|
|
Total
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Asbestos
|
|
$
|
180,068
|
|
|
$
|
402,289
|
|
|
$
|
582,357
|
|
|
$
|
158,861
|
|
|
$
|
389,143
|
|
|
$
|
548,004
|
|
Environmental
|
|
|
39,708
|
|
|
|
55,544
|
|
|
|
95,252
|
|
|
|
43,957
|
|
|
|
74,115
|
|
|
|
118,072
|
|
All Other
|
|
|
382,040
|
|
|
|
464,789
|
|
|
|
846,829
|
|
|
|
312,913
|
|
|
|
161,855
|
|
|
|
474,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
601,816
|
|
|
$
|
922,622
|
|
|
$
|
1,524,438
|
|
|
$
|
515,731
|
|
|
$
|
625,113
|
|
|
$
|
1,140,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated Loss Adjustment Expenses
|
|
|
|
|
|
|
|
|
|
|
67,011
|
|
|
|
|
|
|
|
|
|
|
|
73,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
1,591,449
|
|
|
|
|
|
|
|
|
|
|
$
|
1,214,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides a breakdown of loss and loss
adjustment expense reserves (net of reinsurance balances
recoverable) by type of exposure as of December 31, 2007
and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Total
|
|
|
% of Total
|
|
|
Total
|
|
|
% of Total
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Asbestos
|
|
$
|
355,213
|
|
|
|
30.5
|
%
|
|
$
|
336,744
|
|
|
|
38.6
|
%
|
Environmental
|
|
|
64,764
|
|
|
|
5.6
|
|
|
|
52,342
|
|
|
|
6.0
|
|
All Other
|
|
|
676,497
|
|
|
|
58.1
|
|
|
|
409,598
|
|
|
|
47.0
|
|
Unallocated Loss Adjustment Expenses
|
|
|
67,011
|
|
|
|
5.8
|
|
|
|
73,575
|
|
|
|
8.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,163,485
|
|
|
|
100
|
%
|
|
$
|
872,259
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our All Other exposure category consists of a mix of
general casualty (approximately 60% of All Other net
reserves), personal accident (approximately 20% of All
Other net reserves) and other miscellaneous exposures,
which are generally long-tailed in nature.
As of December 31, 2007, the IBNR reserves (net of
reinsurance balances receivable) accounted for
$570.7 million, or 49.1%, of our total net loss reserves.
The reserve for IBNR (net of reinsurance balance receivable)
accounted for $359.4 million, or 41.2%, of our total net
loss reserves at December 31, 2006.
33
Annual
Loss and Loss Adjustment Reviews
Because a significant amount of time can lapse between the
assumption of risk, the occurrence of a loss event, the
reporting of the event to an insurance or reinsurance company
and the ultimate payment of the claim on the loss event, the
liability for unpaid losses and loss adjustment expenses is
based largely upon estimates. Our management must use
considerable judgment in the process of developing these
estimates. The liability for unpaid losses and loss adjustment
expenses for property and casualty business includes amounts
determined from loss reports on individual cases and amounts for
IBNR reserves. Such reserves are estimated by management based
upon loss reports received from ceding companies, supplemented
by our own estimates of losses for which no ceding company loss
reports have yet been received.
In establishing reserves, management also considers independent
actuarial estimates of ultimate losses. Our independent
actuaries employ generally accepted actuarial methodologies to
estimate ultimate losses and loss adjustment expenses. A loss
reserve study prepared by an independent actuary provides the
basis of our reserves for losses and loss adjustment expenses.
As of December 31, 2007, 2002 was the most recent year in
which policies were underwritten by any of our insurance and
reinsurance subsidiaries. As a result, all of our unpaid claims
liabilities are considered to have a long-tail claims payout.
Gross loss reserves relate primarily to casualty exposures,
including latent claims, of which approximately 42.6% relate to
A&E exposures.
Within the annual loss reserve studies produced by our external
actuaries, exposures for each subsidiary are separated into
homogeneous reserving categories for the purpose of estimating
IBNR. Each reserving category contains either direct insurance
or assumed reinsurance reserves and groups relatively similar
types of risks and exposures (for example, asbestos,
environmental, casualty, property) and lines of business written
(for example, marine, aviation, non-marine). Based on the
exposure characteristics and the nature of available data for
each individual reserving category, a number of methodologies
are applied. Recorded reserves for each category are selected
from the indications produced by the various methodologies after
consideration of exposure characteristics, data limitations and
strengths and weaknesses of each method applied. This approach
to estimating IBNR has been consistently adopted in the annual
loss reserve studies for each period presented.
The ranges of gross loss and loss adjustment expense reserves
implied by the various methodologies used by each of our
insurance subsidiaries as of December 31, 2007 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Low
|
|
|
Selected
|
|
|
High
|
|
|
Asbestos
|
|
$
|
275,219
|
|
|
$
|
582,357
|
|
|
$
|
589,784
|
|
Environmental
|
|
|
48,684
|
|
|
|
95,252
|
|
|
|
111,724
|
|
All Other
|
|
|
761,674
|
|
|
|
846,829
|
|
|
|
920,634
|
|
Unallocated Loss Adjustment Expenses
|
|
|
67,011
|
|
|
|
67,011
|
|
|
|
67,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,152,588
|
|
|
$
|
1,591,449
|
|
|
$
|
1,689,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latent
Claims
Our loss reserves are related largely to casualty exposures
including latent exposures relating primarily to A&E. In
establishing the reserves for unpaid claims, management
considers facts currently known and the current state of the law
and coverage litigation. Liabilities are recognized for known
claims (including the cost of related litigation) when
sufficient information has been developed to indicate the
involvement of a specific insurance policy, and management can
reasonably estimate its liability. In addition, reserves are
established to cover loss development related to both known and
unasserted claims.
The estimation of unpaid claim liabilities is subject to a high
degree of uncertainty for a number of reasons. First, unpaid
claim liabilities for property and casualty exposures in general
are impacted by changes in the legal environment, jury awards,
medical cost trends and general inflation. Moreover, for latent
exposures in particular, developed case law and adequate claim
history do not exist. There is significant coverage litigation
related to these exposures, which creates further uncertainty in
the estimation of the liabilities. As a result, for these types
of exposures, it is especially unclear whether past claim
experience will be representative of future claim experience.
34
Ultimate values for such claims cannot be estimated using
reserving techniques that extrapolate losses to an ultimate
basis using loss development factors, and the uncertainties
surrounding the estimation of unpaid claim liabilities are not
likely to be resolved in the near future. There can be no
assurance that the reserves established by us will be adequate
or will not be adversely affected by the development of other
latent exposures.
Our asbestos claims are primarily products liability claims
submitted by a variety of insureds who operated in different
parts of the asbestos distribution chain. While most such claims
arise from asbestos mining and primary asbestos manufacturers,
we have also been receiving claims from tertiary defendants such
as smaller manufacturers, and the industry has seen an emerging
trend of non-products claims arising from premises exposures.
Unlike products claims, primary policies generally do not
contain aggregate policy limits for premises claims, which,
accordingly, remain at the primary layer and, thus, rarely
impact excess insurance policies. As the vast majority of
Enstars policies are excess policies, this trend has had
only a marginal effect on our asbestos exposures thus far.
Asbestos reform efforts have been underway at both the federal
and state level to address the cost and scope of asbestos claims
to the American economy. While congressional efforts to create a
federal trust fund that would replace the tort system for
asbestos claims failed, several states, including Texas and
Florida, have passed reforms based on medical
criteria requiring certain levels of medically documented
injury before a lawsuit can be filed, resulting in a drop of
year-on-year
case filings in those states adopting this reform measure.
Asbestos claims primarily fall into two general categories:
impaired and unimpaired bodily injury claims. Property damage
claims represent only a small fraction of asbestos claims.
Impaired claims primarily include individuals suffering from
mesothelioma or a cancer such as lung cancer. Unimpaired claims
include asbestosis and those whose lung regions contain pleural
plaques. Unimpaired claims are not life threatening and do not
cause changes to ones ability to function or to ones
lifestyle.
Unlike traditional property and casualty insurers that either
have large numbers of individual claims arising from personal
lines such as auto, or small numbers of high value claims as in
medical malpractice insurance lines, our primary exposures arise
from A&E claims that do not follow a consistent pattern.
For instance, we may encounter a small insured with one large
environmental claim due to significant groundwater
contamination, while a Fortune 500 company may submit
numerous claims for relatively small values. Moreover, there is
no set pattern for the life of an environmental or asbestos
claim. Some of these claims may resolve within two years whereas
others have remained unresolved for nearly two decades.
Therefore, our open and closed claims data do not follow any
identifiable or discernible pattern.
Furthermore, because of the reinsurance nature of the claims we
manage, we focus on the activities at the (re)insured level
rather than at the individual claims level. The counterparties
with whom we typically interact are generally insurers or large
industrial concerns and not individual claimants. Claims do not
follow any consistent pattern. They arise from many insureds or
locations and in a broad range of circumstances. An insured may
present one large claim or hundreds or thousands of small
claims. Plaintiffs counsel frequently aggregate thousands
of claims within one lawsuit. The deductibles to which claims
are subject vary from policy to policy and year to year. Often
claims data is only available to reinsurers, such as us, on an
aggregated basis. Accordingly, we have not found claim count
information or average reserve amounts to be reliable indicators
of exposure for our reserve estimation process or for management
of our liabilities. We have found data accumulation and claims
management more effective and meaningful at the (re)insured
level rather than at the underlying claim level. As a result, we
have designed our reserving methodologies to be independent of
claim count information. As the level of exposures to a
(re)insured can vary substantially, we focus on the aggregate
exposures and pursue commutations and policy buy-backs with the
larger (re)insureds.
We employ approximately 32 full time equivalent employees,
including two U.S. attorneys, actuaries, and experienced
claims-handlers to directly administer our A&E liabilities.
We have established a provision for future expenses of
$29.8 million, which reflects the total anticipated costs
to administer these claims to expiration.
Our future asbestos loss development may be influenced by many
factors including:
|
|
|
|
|
Onset of future asbestos-related illness in individuals exposed
to asbestos over the past 50 or more years.
|
|
|
|
Future viability of the practice of resolving asbestos liability
for defendant companies through bankruptcy.
|
35
|
|
|
|
|
Enactment of tort reforms establishing stricter medical criteria
for asbestos awards.
|
|
|
|
Attempts to resolve all
U.S.-related
asbestos litigation through federal legislation.
|
The influence of each of these factors is not easily
quantifiable and our historical asbestos loss development is of
limited value in determining future asbestos loss development
using traditional actuarial reserving techniques.
Significant trends affecting insurer liabilities and reserves in
recent years had little effect on environmental claims, except
for claims arising out of damages to natural resources. New
Jersey has pioneered the use of natural resources damages to
advance further pursuit of funds from potentially responsible
parties, or PRPs who may have been contributors to the source
contamination. A successful action in 2006 against Exxon Mobil
has increased the likelihood that the use of natural resource
damages will expand within New Jersey and perhaps other states.
These actions target primary policies and will likely have less
effect on excess carriers because damages, when awarded, are
typically spread across many PRPs and across many policy years.
As a result, claims do not generally reach excess insurance
layers.
Our future environmental loss development may also be influenced
by other factors including:
|
|
|
|
|
Existence of currently undiscovered polluted sites eligible for
clean-up
under the Comprehensive Environmental Response, Compensation,
and Liability Act (CERCLA) and related legislation.
|
|
|
|
Costs imposed due to joint and several liability if not all PRPs
are capable of paying their share.
|
|
|
|
Success of legal challenges to certain policy terms such as the
absolute pollution exclusion.
|
|
|
|
Potential future reforms and amendments to CERCLA, particularly
as the resources of Superfund the funding vehicle,
established as part of CERCLA, to provide financing for cleanup
of polluted sites where no PRP can be identified
become exhausted.
|
The influence of each of these factors is not easily
quantifiable and, as with asbestos-related exposures, our
historical environmental loss development is of limited value in
determining future environmental loss development using
traditional actuarial reserving techniques.
Finally, the issue of lead paint liability represents a
potential emerging trend in latent claim activity that could
potentially result in future reserve adjustments. After a series
of successful defense efforts by defendant lead pigment
manufacturers in lead paint litigation, in 2005, a Rhode Island
court ruled in favor of the government in a nuisance claim
against the defendant manufacturers. Although the damages
portion of the case has yet to be decided, the plaintiff could
receive a significant award. Further, there are similar pending
claims in several jurisdictions including California and Ohio.
Insureds have yet to meet policy terms and conditions to
establish coverage for lead paint public nuisance claims as
opposed to traditional bodily injury and property damage claims,
but there is the potential for significant impact to excess
insurers should plaintiffs prevail in successive nuisance claims
pending in other jurisdictions and coverage is established.
Our independent, external actuaries use industry benchmarking
methodologies to estimate appropriate IBNR reserves for our
A&E exposures. These methods are based on comparisons of
our loss experience on A&E exposures relative to industry
loss experience on A&E exposures. Estimates of IBNR are
derived separately for each of our relevant subsidiaries and,
for some subsidiaries, separately for distinct portfolios of
exposure. The discussion that follows describes, in greater
detail, the primary actuarial methodologies used by our
independent actuaries to estimate IBNR for A&E exposures.
In addition to the specific considerations for each method
described below, many general factors are considered in the
application of the methods and the interpretation of results for
each portfolio of exposures. These factors include the mix of
product types (e.g., primary insurance versus reinsurance of
primary versus reinsurance of reinsurance), the average
attachment point of coverages (e.g., first-dollar primary versus
umbrella over primary versus high-excess), payment and reporting
lags related to our international domicile subsidiaries, payment
and reporting pattern acceleration due to large
wholesale settlements (e.g., policy buy-backs and
commutations) pursued by us, lists of individual risks remaining
and general trends within the legal and tort environments.
36
1. Paid Survival Ratio Method. In this
method, our expected annual average payment amount is multiplied
by an expected future number of payment years to get an
indicated reserve. Our historical calendar year payments are
examined to determine an expected future annual average payment
amount. This amount is multiplied by an expected number of
future payment years to estimate a reserve. Trends in calendar
year payment activity are considered when selecting an expected
future annual average payment amount. Accepted industry
benchmarks are used in determining an expected number of future
payment years. Each year, annual payments data is updated,
trends in payments are re-evaluated and changes to benchmark
future payment years are reviewed. This method has advantages of
ease of application and simplicity of assumptions. A potential
disadvantage of the method is that results could be misleading
for portfolios of high excess exposures where significant
payment activity has not yet begun.
2. Paid Market Share Method. In this
method, our estimated market share is applied to the industry
estimated unpaid losses. The ratio of our historical calendar
year payments to industry historical calendar year payments is
examined to estimate our market share. This ratio is then
applied to the estimate of industry unpaid losses. Each year,
calendar year payment data is updated (for both us and
industry), estimates of industry unpaid losses are reviewed and
the selection of our estimated market share is revisited. This
method has the advantage that trends in calendar year market
share can be incorporated into the selection of company share of
remaining market payments. A potential disadvantage of this
method is that it is particularly sensitive to assumptions
regarding the time-lag between industry payments and our
payments.
3. Reserve-to-Paid Method. In this
method, the ratio of estimated industry reserves to industry
paid-to-date losses is multiplied by our paid-to-date losses to
estimate our reserves. Specific considerations in the
application of this method include the completeness of our
paid-to-date loss information, the potential acceleration or
deceleration in our payments (relative to the industry) due to
our claims handling practices, and the impact of large
individual settlements. Each year, paid-to-date loss information
is updated (for both us and the industry) and updates to
industry estimated reserves are reviewed. This method has the
advantage of relying purely on paid loss data and so is not
influenced by subjectivity of case reserve loss estimates. A
potential disadvantage is that the application to our portfolios
which do not have complete inception-to-date paid loss history
could produce misleading results. To address this potential
disadvantage, a variation of the method is also considered by
multiplying the ratio of estimated industry reserves to industry
losses paid during a recent period of time (e.g., 5 years)
times our paid losses during that period.
4. IBNR:Case Ratio Method. In this
method, the ratio of estimated industry IBNR reserves to
industry case reserves is multiplied by our case reserves to
estimate our IBNR reserves. Specific considerations in the
application of this method include the presence of policies
reserved at policy limits, changes in overall industry case
reserve adequacy and recent loss reporting history for us. Each
year, our case reserves are updated, industry reserves are
updated and the applicability of the industry IBNR:case ratio is
reviewed. This method has the advantage that it incorporates the
most recent estimates of amounts needed to settle open cases
included in current case reserves. A potential disadvantage is
that results could be misleading where our case reserve adequacy
differs significantly from overall industry case reserve
adequacy.
5. Ultimate-to-Incurred Method. In this
method, the ratio of estimated industry ultimate losses to
industry incurred-to-date losses is applied to our
incurred-to-date losses to estimate our IBNR reserves. Specific
considerations in the application of this method include the
completeness of our incurred-to-date loss information, the
potential acceleration or deceleration in our incurred losses
(relative to the industry) due to our claims handling practices
and the impact of large individual settlements. Each year
incurred-to-date loss information is updated (for both us and
the industry) and updates to industry estimated ultimate losses
are reviewed. This method has the advantage that it incorporates
both paid and case reserve information in projecting ultimate
losses. A potential disadvantage is that results could be
misleading where cumulative paid loss data is incomplete or
where our case reserve adequacy differs significantly from
overall industry case reserve adequacy.
Under the Paid Survival Ratio Method, the Paid Market Share
Method and the Reserve-to-Paid Method, we first determine the
estimated total reserve and then deduct the reported outstanding
case reserves to arrive at an estimated IBNR reserve. The
IBNR:Case Ratio Method first determines an estimated IBNR
reserve which is then added to the advised outstanding case
reserves to arrive at an estimated total loss reserve. The
Ultimate-to-Incurred
37
Method first determines an estimate of the ultimate losses to be
paid and then deducts paid-to-date losses to arrive at an
estimated total loss reserve and then deducts outstanding case
reserves to arrive at the estimated IBNR reserve.
Within the annual loss reserve studies produced by our external
actuaries, exposures for each subsidiary are separated into
homogeneous reserving categories for the purpose of estimating
IBNR. Each reserving category contains either direct insurance
or assumed reinsurance reserves and groups relatively similar
types of risks and exposures (e.g., asbestos, environmental,
casualty and property) and lines of business written (e.g.,
marine, aviation and non-marine). Based on the exposure
characteristics and the nature of available data for each
individual reserving category, a number of methodologies are
applied. Recorded reserves for each category are selected from
the indications produced by the various methodologies after
consideration of exposure characteristics, data limitations, and
strengths and weaknesses of each method applied. This approach
to estimating IBNR has been consistently adopted in the annual
loss reserve studies for each period presented.
As of December 31, 2007, we had 19 separate insurance
and/or
reinsurance subsidiaries whose reserves are categorized into
approximately 146 reserve categories in total, including 22
distinct asbestos reserving categories and 20 distinct
environmental reserving categories.
The five methodologies described above are applied for each of
the 22 asbestos reserving categories and each of the 20
environmental reserving categories. As is common in actuarial
practice, no one methodology is exclusively or consistently
relied upon when selecting a recorded reserve. Consistent
reliance on a single methodology to select a recorded reserve
would be inappropriate in light of the dynamic nature of both
the A&E liabilities in general, and our actual exposure
portfolios in particular.
In selecting a recorded reserve, management considers the range
of results produced by the methods, and the strengths and
weaknesses of the methods in relation to the data available and
the specific characteristics of the portfolio under
consideration. Trends in both our data and industry data are
also considered in the reserve selection process. Recent trends
or changes in the relevant tort and legal environments are also
considered when assessing methodology results and selecting an
appropriate recorded reserve amount for each portfolio.
The following key assumptions were used to estimate A&E
reserves at December 31, 2007:
1. $65 Billion Ultimate Industry Asbestos
Losses This level of industry-wide losses
and its comparison to industry-wide paid, incurred and
outstanding case reserves is the base benchmarking assumption
applied to Paid Market Share, Reserve-to-Paid, IBNR:Case Ratio
and the Ultimate-to-Incurred asbestos reserving methodologies.
2. $35 Billion Ultimate Industry Environmental
Losses This level of industry-wide losses
and its comparison to industry-wide paid, incurred and
outstanding case reserves is the base benchmarking assumption
applied to Paid Market Share, Reserve-to-Paid, IBNR:Case Ratio
and the Ultimate-to-Incurred environmental reserving
methodologies.
3. Loss Reporting Lag Our
subsidiaries assumed a mix of insurance and reinsurance
exposures generally through the London market. As the available
industry benchmark loss information, as supplied by our
independent consulting actuaries, is compiled largely from
U.S. direct insurance company experience, our loss
reporting is expected to lag relative to available industry
benchmark information. This time-lag used by each of our
insurance subsidiaries varies from 2 to 5 years depending
on the relative mix of domicile, percentages of product mix of
insurance, reinsurance and retrocessional reinsurance, primary
insurance, excess insurance, reinsurance of direct, and
reinsurance of reinsurance within any given exposure category.
Exposure portfolios written from a
non-U.S. domicile
are assumed to have a greater time-lag than portfolios written
from a U.S. domicile. Portfolios with a larger proportion
of reinsurance exposures are assumed to have a greater time-lag
than portfolios with a larger proportion of insurance exposures.
The assumptions above as to Ultimate Industry Asbestos and
Environmental losses have not changed from the immediately
preceding period. For our company as a whole, the average
selected lag for asbestos has decreased from 3 years to
2.8 years and the average selected lag for environmental
has increased from 2.5 years to 2.6 years. The changes
arise largely as a result of the acquisition of new portfolios
of A&E exposures.
38
The following tables provide a summary of the impact of changes
in industry ultimate losses, from the selected $65 billion
for asbestos and $35 billion for environmental, and changes
in the time-lag, from the selected averages of 2.8 years
for asbestos and 2.6 years for environmental, for us behind
industry development that it is assumed relates to our insurance
and reinsurance companies. Please note that the table below
demonstrates sensitivity to changes to key assumptions using
methodologies selected for determining loss and allocated loss
adjustment expenses, or ALAE, at December 31, 2007 and
differs from the table on page 33, which demonstrates the
range of outcomes produced by the various methodologies.
|
|
|
|
|
|
|
Asbestos
|
|
Sensitivity to Industry Asbestos Ultimate Loss Assumption
|
|
Loss Reserves
|
|
|
Asbestos $65 billion (selected)
|
|
$
|
582,357
|
|
Asbestos $60 billion
|
|
|
498,509
|
|
|
|
|
|
|
|
|
Environmental
|
|
Sensitivity to Industry Environmental Ultimate Loss
Assumption
|
|
Loss Reserves
|
|
|
Environmental $35 billion (selected)
|
|
$
|
95,252
|
|
Environmental $40 billion
|
|
|
131,858
|
|
Environmental $30 billion
|
|
|
58,646
|
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos
|
|
|
Environmental
|
|
Sensitivity to Time-Lag Assumption*
|
|
Loss Reserves
|
|
|
Loss Reserves
|
|
|
Selected average of 2.8 years asbestos, 2.6 years
environmental
|
|
$
|
582,357
|
|
|
$
|
95,252
|
|
Increase all portfolio lags by six months
|
|
|
645,169
|
|
|
|
99,454
|
|
Decrease all portfolio lags by six months
|
|
|
528,015
|
|
|
|
91,599
|
|
|
|
|
* |
|
using $65 billion/$35 billion Asbestos/Environmental
Industry Ultimate Loss assumptions |
Industry publications indicate that the range of ultimate
industry asbestos losses is estimated to be between
$55 billion and $65 billion. Based on
managements experience of substantial loss development on
our asbestos exposure portfolios, we have selected the upper end
of the range as the basis for our asbestos loss reserving.
Although the industry publications suggest a low end of the
range of industry ultimate losses of $55 billion, we
consider that unlikely and believe that it is more reasonable to
assume that the lower end of this range of ultimate losses could
be $60 billion.
Guidance from industry publications is more varied in respect of
estimates of ultimate industry environmental losses. Consistent
with an industry published estimate, we believe the reasonable
range for ultimate industry environmental losses is between
$30 billion and $40 billion. We have selected the
midpoint of this range as the basis for our environmental loss
reserving based on advice supplied by our independent consulting
actuaries. Another industry publication, released prior to the
one relied upon by us, indicates that ultimate industry
environmental losses could be $56 billion. However, based
on our own loss experience, including successful settlement
activity by us, the decline in new claims notified in recent
years and improvements in environmental
clean-up
technology, we do not believe that the $56 billion estimate
is a reasonable basis for our reserving for environmental losses.
Managements current estimate of the time lag that relates
to our insurance and reinsurance subsidiaries compared to the
industry is considered reasonable given the analysis performed
by our internal and external actuaries to date.
Over time, additional information regarding such exposure
characteristics may be developed for any given portfolio. This
additional information could cause a shift in the lag assumed.
Non-Latent
Claims
Non-latent claims are less significant to us, both in terms of
reserves held and in terms of risk of significant reserve
deficiency. For non-latent loss exposure, a range of traditional
loss development extrapolation techniques is applied.
Incremental paid and incurred loss development methodologies are
the most commonly used methods.
39
Traditional cumulative paid and incurred loss development
methods are used where inception-to-date, cumulative paid and
reported incurred loss development history is available.
These methods assume that cohorts, or groups, of losses from
similar exposures will increase over time in a predictable
manner. Historical paid and incurred loss development experience
is examined for earlier accident years to make inferences about
how later accident years losses will develop. Where
company-specific loss information is not available or not
reliable, industry loss development information published by
industry sources such as the Reinsurance Association of America
is considered. These methods calculate an estimate of ultimate
losses and then deduct paid-to-date losses to arrive at an
estimated total loss reserve. Outstanding losses are then
deducted from estimated total loss reserves to calculate the
estimated IBNR reserve. Management does not expect changes in
underlying reserving assumptions to have a material impact on
net loss and loss adjustment expense reserves as they are
primarily sensitive to changes due to loss development.
Quarterly
Reserve Reviews
In addition to an in-depth annual review, we also perform
quarterly reserve reviews. This is done by examining quarterly
paid and incurred loss development to determine whether it is
consistent with reserves established during the preceding annual
reserve review and with expected development. Loss development
is reviewed separately for each major exposure type (e.g.,
asbestos, environmental, etc.), for each of our relevant
subsidiaries, and for large wholesale commutation
settlements versus routine paid and advised losses.
This process is undertaken to determine whether loss development
experience during a quarter warrants any change to held reserves.
Loss development is examined separately by exposure type because
different exposures develop differently over time. For example,
the expected reporting and payout of losses for a given amount
of asbestos reserves can be expected to take place over a
different time frame and in a different quarterly pattern from
the same amount of environmental reserves.
In addition, loss development is examined separately for each of
our relevant subsidiaries. While the most significant exposures
for most of our subsidiaries are latent A&E exposures,
there are differing profiles to the exposure across our
subsidiaries. Companies can differ in their exposure profile due
to the mix of insurance versus reinsurance, the mix of primary
versus excess insurance, the underwriting years of participation
and other criteria. These differing profiles lead to different
expectations for quarterly and annual loss development by
company.
Our quarterly paid and incurred loss development is often driven
by large, wholesale settlements such as
commutations and policy buy-backs which settle many
individual claims in a single transaction. This allows for
monitoring of the potential profitability of large settlements
which, in turn, can provide information about the adequacy of
reserves on remaining exposures which have not yet been settled.
For example, if it were found that large settlements were
consistently leading to large negative, or favorable, incurred
losses upon settlement, it might be an indication that reserves
on remaining exposures are redundant. Conversely, if it were
found that large settlements were consistently leading to large
positive, or adverse, incurred losses upon settlement, it might
be an indication particularly if the size of the
losses were increasing that certain loss reserves on
remaining exposures are deficient. Moreover, removing the loss
development resulting from large settlements allows for a review
of loss development related only to those contracts which remain
exposed to losses. Were this not done, it is possible that
savings on large wholesale settlements could mask significant
underlying development on remaining exposures.
Once the data has been analyzed as described above, an in-depth
review is performed on classes of exposure with significant loss
development. Discussions are held with appropriate personnel,
including individual company managers, claims handlers and
attorneys, to better understand the causes. If it were
determined that development differs significantly from
expectations, reserves would be adjusted.
Quarterly loss development is expected to be fairly erratic for
the types of exposure insured and reinsured by us. Several
quarters of low incurred loss development can be followed by
spikes of relatively large incurred losses. This is
characteristic of latent claims and other insurance losses which
are reported and settled many years after the inception of the
policy. Given the high degree of statistical uncertainty, and
potential volatility, it would be unusual to adjust reserves on
the basis of one, or even several, quarters of loss development
activity. As a result, unless the
40
incurred loss activity in any one quarter is of such
significance that management is able to quantify the impact on
the ultimate liability for loss and loss adjustment expenses,
reductions or increases in loss and loss adjustment expense
liabilities are carried out in the fourth quarter based on the
annual reserve review described above.
As described above, our management regularly reviews and updates
reserve estimates using the most current information available
and employing various actuarial methods. Adjustments resulting
from changes in our estimates are recorded in the period when
such adjustments are determined. The ultimate liability for loss
and loss adjustment expenses is likely to differ from the
original estimate due to a number of factors, primarily
consisting of the overall claims activity occurring during any
period, including the completion of commutations of assumed
liabilities and ceded reinsurance receivables, policy buy-backs
and general incurred claims activity.
Reinsurance
Balances Receivable
Our acquired reinsurance subsidiaries, prior to acquisition by
us, used retrocessional agreements to reduce their exposure to
the risk of insurance and reinsurance they assumed. Loss
reserves represent total gross losses, and reinsurance
receivables represent anticipated recoveries of a portion of
those unpaid losses as well as amounts receivable from
reinsurers with respect to claims that have already been paid.
While reinsurance arrangements are designed to limit losses and
to permit recovery of a portion of direct unpaid losses,
reinsurance does not relieve us of our liabilities to our
insureds or reinsureds. Therefore, we evaluate and monitor
concentration of credit risk among our reinsurers, including
companies that are insolvent, in run-off or facing financial
difficulties. Provisions are made for amounts considered
potentially uncollectible.
Goodwill
We follow FAS No. 142 Goodwill and Other
Intangible Assets which requires that recorded goodwill be
assessed for impairment on at least an annual basis. In
determining goodwill, we must determine the fair value of the
assets of an acquired company. The determination of fair value
necessarily involves many assumptions. Fair values of
reinsurance assets and liabilities acquired are derived from
probability-weighted ranges of the associated projected cash
flows, based on actuarially prepared information and our
management run-off strategy. Fair value adjustments are based on
the estimated timing of loss and loss adjustment expense
payments and an assumed interest rate, and are amortized over
the estimated payout period, as adjusted for accelerations on
commutation settlements, using the constant yield method
options. Interest rates used to determine the fair value of
gross loss reserves are based upon risk free rates applicable to
the average duration of the loss reserves. Interest rates used
to determine the fair value of reinsurance receivables are
increased to reflect the credit risk associated with the
reinsurers from who the receivables are, or will become, due. If
the assumptions made in initially valuing the assets change
significantly in the future, we may be required to record
impairment charges which could have a material impact on our
financial condition and results of operations.
FAS No. 141 Business Combinations also
requires that negative goodwill be recorded in earnings. During
2004, 2006 and 2007, we took negative goodwill into earnings
upon the completion of the acquisition of certain companies and
presented it as an extraordinary gain.
New
Accounting Pronouncements
In December 2007, the FASB issued FAS No. 141(R)
Business Combinations, or FAS 141(R).
FAS 141(R) replaces FAS 141, but retains the
fundamental requirements in FAS 141 that the acquisition
method of accounting be used for all business combinations and
for an acquirer to be identified for each business combination.
FAS 141(R) requires an acquirer to recognize the assets
acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree at the acquisition date, measured at
their fair values as of that date. FAS 141(R) also requires
acquisition-related costs to be recognized separately from the
acquisition, recognize assets acquired and liabilities assumed
arising from contractual contingencies at their acquisition-date
fair values and recognized goodwill as the excess of the
consideration transferred plus the fair value of any
noncontrolling interest in the acquiree at the acquisition date
over the fair values of the identifiable net assets acquired.
FAS 141(R) applies prospectively to business combinations
for which the acquisition date is on or after the beginning of
the first annual reporting period
41
beginning on or after December 15, 2008 (January 1,
2009 for calendar year-end companies). We are currently
evaluating the provisions of FAS 141(R) and its potential
impact on future financial statements.
In December 2007, the FASB issued FAS No. 160
Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51, or
FAS 160. FAS 160 amends ARB No. 51 to establish
accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary. FAS 160 clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the
consolidated financial statements. FAS 160 requires
consolidated net income to be reported at the amounts that
include the amounts attributable to both the parent and the
noncontrolling interest. This statement also establishes a
method of accounting for changes in a parents ownership
interest in a subsidiary that does result in deconsolidation.
FAS 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after
December 15, 2008 (January 1, 2009 for calendar
year-end companies). The presentation and disclosure of
FAS 160 shall be applied retrospectively for all periods
presented. We are currently evaluating the provisions of
FAS 160 and its potential impact on future financial
statements.
In March 2008, the FASB issued FAS No. 161,
Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement
No. 133, or FAS 161. FAS 161 expands the
disclosure requirements of FAS 133 and requires the
reporting entity to provide enhanced disclosures about the
objectives and strategies for using derivative instruments,
quantitative disclosures about fair values and amounts of gains
and losses on derivative contracts, and credit-risk related
contingent features in derivative agreements. FAS 161 will
be effective for fiscal years beginning after November 15,
2008 (January 1, 2009, for calendar year-end companies),
and interim periods within those fiscal years. We are currently
evaluating the provisions of FAS 161 and its potential
impact on future financial statements.
Results
of Operations
The following table sets forth our selected consolidated
statement of operations data for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Year Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting fees
|
|
$
|
6,055
|
|
|
$
|
4,661
|
|
|
$
|
31,918
|
|
|
$
|
33,908
|
|
|
$
|
22,006
|
|
Net investment income
|
|
|
590
|
|
|
|
19,938
|
|
|
|
64,087
|
|
|
|
48,099
|
|
|
|
28,236
|
|
Net realized (losses) gains
|
|
|
(1,084
|
)
|
|
|
571
|
|
|
|
249
|
|
|
|
(98
|
)
|
|
|
1,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INCOME
|
|
|
5,561
|
|
|
|
25,170
|
|
|
|
96,254
|
|
|
|
81,909
|
|
|
|
51,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (reduction) in loss and loss adjustment expense
liabilities
|
|
|
685
|
|
|
|
2,510
|
|
|
|
(24,482
|
)
|
|
|
(31,927
|
)
|
|
|
(96,007
|
)
|
Salaries and benefits
|
|
|
11,357
|
|
|
|
12,802
|
|
|
|
46,977
|
|
|
|
40,121
|
|
|
|
40,821
|
|
General and administrative expenses
|
|
|
11,911
|
|
|
|
5,673
|
|
|
|
31,413
|
|
|
|
18,878
|
|
|
|
10,962
|
|
Interest expense
|
|
|
3,315
|
|
|
|
3,176
|
|
|
|
4,876
|
|
|
|
1,989
|
|
|
|
|
|
Foreign exchange (gain) loss
|
|
|
(1,335
|
)
|
|
|
54
|
|
|
|
(7,921
|
)
|
|
|
(10,832
|
)
|
|
|
4,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EXPENSES
|
|
|
25,933
|
|
|
|
24,215
|
|
|
|
50,863
|
|
|
|
18,229
|
|
|
|
(39,622
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings before minority interest
|
|
|
(20,372
|
)
|
|
|
955
|
|
|
|
45,391
|
|
|
|
63,680
|
|
|
|
91,132
|
|
Share of net earnings of partly owned companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
518
|
|
|
|
192
|
|
Income tax recovery (expense)
|
|
|
239
|
|
|
|
(1,016
|
)
|
|
|
7,441
|
|
|
|
318
|
|
|
|
(914
|
)
|
Minority interest
|
|
|
(3,376
|
)
|
|
|
(2,248
|
)
|
|
|
(6,730
|
)
|
|
|
(13,208
|
)
|
|
|
(9,700
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings before extraordinary gain
|
|
|
(23,509
|
)
|
|
|
(2,309
|
)
|
|
|
46,102
|
|
|
|
51,308
|
|
|
|
80,710
|
|
Extraordinary gain Negative goodwill (2008 and 2006:
net of minority interest)
|
|
|
35,196
|
|
|
|
15,683
|
|
|
|
15,683
|
|
|
|
31,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS
|
|
$
|
11,687
|
|
|
$
|
13,374
|
|
|
$
|
61,785
|
|
|
$
|
82,346
|
|
|
$
|
80,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
Comparison
of the Three Months Ended March 31, 2008 and
2007
We reported consolidated net earnings of approximately
$11.7 million for the three months ended March 31,
2008 compared to approximately $13.4 million for the same
period in 2007. Included as part of net earnings for 2008 and
2007 are extraordinary gains related to negative goodwill of
$35.2 million (net of minority interest of
$15.1 million) and $15.7 million, respectively. The
increased loss, before extraordinary gain, of approximately
$21.2 million was primarily a result of the following:
|
|
|
|
|
a decrease in investment income (net of realized (losses)/gains)
of $21.0 million, primarily due to write-downs of
$26.2 million in respect of adjustments to the fair values
of our investments classified as other investments;
|
|
|
|
a net increase in salaries and general and administrative
expenses of $4.8 million, primarily as a result of bank
loan structure fees;
|
|
|
|
an increase in minority interest of $1.1 million; partially
offset by
|
a decrease in income tax expense of
$1.3 million;
|
|
|
|
|
increased consulting fee income of $1.4 million; and
|
a lower increase in loss and loss adjustment expense
liabilities of $1.8 million.
Consulting
Fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
13,303
|
|
|
$
|
10,859
|
|
|
$
|
2,444
|
|
Reinsurance
|
|
|
(7,248
|
)
|
|
|
(6,198
|
)
|
|
|
(1,050
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,055
|
|
|
$
|
4,661
|
|
|
$
|
1,394
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We earned consulting fees of approximately $6.1 million and
$4.7 million for the three months ended March 31, 2008
and 2007, respectively. The increase in consulting fees
primarily related to new business.
Internal management fees of $7.2 million and
$6.2 million were paid in the quarters ended March 31,
2008 and 2007, respectively, by our reinsurance companies to our
consulting companies. The increase in internal fees paid to the
consulting segment was due primarily to increased use of
internal audit and collection services along with fees paid by
reinsurance companies that were acquired subsequent to
March 31, 2007.
Net
Investment Income and Net Realized Gains/(Losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
Net Investment Income
|
|
|
|
|
|
Net Realized Gains/(Losses)
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Variance
|
|
|
2008
|
|
|
2007
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
(4,908
|
)
|
|
$
|
693
|
|
|
$
|
(5,601
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
5,498
|
|
|
|
19,245
|
|
|
|
(13,747
|
)
|
|
|
(1,084
|
)
|
|
|
571
|
|
|
|
(1,655
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
590
|
|
|
$
|
19,938
|
|
|
$
|
(19,348
|
)
|
|
$
|
(1,084
|
)
|
|
$
|
571
|
|
|
$
|
(1,655
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income for the three months ended March 31,
2008 decreased by $19.3 million to $0.6 million, as
compared to $19.9 million for the same period in 2007. The
decrease was primarily attributable to cumulative writedowns of
approximately $26.2 million in the fair value of our
investments in New NIB Partners L.P., J.C. Flowers II, L.P.,
Affirmative Insurance LLC and GSC European Mezzanine
Fund II, LP. The writedowns arose primarily due to subprime
and structured credit related exposures held within various of
the limited partnerships portfolio investments. For a
discussion of these investments, see Business
Investment Portfolio Other Investments on
page 85.
43
The average return on the cash and fixed maturities investments
for the three months ended March 31, 2008 was 3.24%, as
compared to the average return of 5.31% for the three months
ended March 31, 2007. The decrease in yield was primarily
the result of the decreasing U.S. interest
rates the U.S. Federal funds rate has decreased
from 4.25% on January 1, 2008 to 2.25% on March 31,
2008 partially offset by an increase in cash and
cash equivalent amounts held by us.
Net realized (losses) gains for the three months ended
March 31, 2008 and 2007 were $(1.1) million and
$0.6 million, respectively. Based on our current investment
strategy in respect of our fixed maturity portfolios, we do not
expect net realized gains and losses to be significant.
Fair
Value Measurements:
On January 1, 2008, we adopted FAS 157, Fair
Value Measurements, or FAS 157, which defines fair
value 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 at the
measurement date. For a further discussion of the new standard,
refer to Note 1 of our Unaudited Condensed Consolidated
Financial Statements for the three months ended March 31,
2008 included elsewhere in this prospectus.
The following is a summary of valuation techniques or models we
use to measure fair value by asset and liability classes, which
have not changed significantly since December 31, 2007.
Fixed
Maturity Investments
Our fixed maturity portfolio is managed by three investment
advisors. Through these third parties, we use nationally
recognized pricing services, including pricing vendors, index
providers and broker-dealers to estimate fair value measurements
for all of our fixed maturity investments. These pricing
services include Lehman Index, Reuters Pricing Service, FT
Interactive Data and others.
The pricing service uses market quotations for securities (e.g.,
public common and preferred securities) that have quoted prices
in active markets. When quoted market prices are unavailable,
the pricing service prepares estimates of fair value
measurements for these securities using its proprietary pricing
applications, which include available relevant market
information, benchmark curves, benchmarking of like securities,
sector groupings, and matrix pricing.
With the exception of one security held within our trading
portfolio, the fair value estimates of our fixed maturity
investments are based on observable market data. We have
therefore included these as Level 2 investments within the
fair value hierarchy. The one security in our trading portfolio
that does not have observable inputs has been included as a
Level 3 investment within the fair value hierarchy.
To validate the techniques or models used by the pricing
services, we compare the fair value estimates to our knowledge
of the current market and will challenge any prices deemed not
to be representative of fair value.
Further, on a quarterly basis, we evaluate whether the fair
value of a fixed maturity security is other-than-temporarily
impaired when its fair value is below amortized cost. To make
this assessment we consider several factors including
(i) the time period during which there has been a decline
below cost, (ii) the extent of the decline below cost,
(iii) our intent and ability to hold the security,
(iv) the potential for the security to recover in value,
(v) an analysis of the financial condition of the issuer,
and (vi) an analysis of the collateral structure and credit
support of the security, if applicable. If we conclude a
security is other-than-temporarily impaired, we write down the
amortized cost of the security to fair value, with a charge to
net realized investment gains (losses) in the Consolidated
Statement of Operations.
Equity
Securities
Our equity securities are managed by an external advisor.
Through this third party, we use nationally recognized pricing
services, including pricing vendors, index providers and
broker-dealers to estimate fair value measurements for all of
our equity securities. These pricing services include FT
Interactive Data and others.
44
We have categorized all of our equity securities as Level 1
investments as they are based on quoted prices in active markets
for identical assets or liabilities.
Other
Investments
For our investments in limited partnerships, limited liability
companies and equity funds, we measure fair value by obtaining
the most recently published net asset value as advised by the
external fund manager or third party administrator. The
financial statements of each fund generally are audited
annually, using fair value measurement for the underlying
investments. For all public companies within the funds we have
valued the investments based on the latest share price.
Affirmative Investment LLCs value is based on the market
value of the shares of Affirmative Insurance Holdings, Inc.
All of our other investments relating to our investments in
limited partnerships and limited liability companies are subject
to restrictions on redemptions and sales which are determined by
the governing documents and limit our ability to liquidate those
investments in the short term. We have classified our other
investments as Level 3 investments as they reflect our own
assumptions about assumptions that market participants might use.
For the three months ended March 31, 2008, we incurred a
$26.5 million loss in fair value on our other investments.
This unrealized loss was included in our net investment income.
The following table summarizes all of our financial assets and
liabilities measured at fair value at March 31, 2008, by
FAS 157 hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
Total Fair
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Value
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity investments
|
|
$
|
|
|
|
$
|
953,853
|
|
|
$
|
1,051
|
|
|
$
|
954,904
|
|
Equity securities
|
|
|
4,615
|
|
|
|
|
|
|
|
|
|
|
|
4,615
|
|
Other investments
|
|
|
|
|
|
|
|
|
|
|
105,391
|
|
|
|
105,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,615
|
|
|
$
|
953,853
|
|
|
$
|
106,442
|
|
|
$
|
1,064,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of total assets
|
|
|
0.1
|
%
|
|
|
23.9
|
%
|
|
|
2.7
|
%
|
|
|
26.7
|
%
|
Net
Increase in Loss and Loss Adjustment Expense
Liabilities:
The net increase in loss and loss adjustment expense liabilities
for the three months ended March 31, 2008 and 2007 was
$0.7 million and $2.5 million, respectively. For 2008,
the increase was attributable to an increase in bad debt
provisions of $1.3 million, the amortization, over the
estimated payout period, of fair value adjustments relating to
companies acquired amounting to $6.5 million, partially
offset by the reduction in estimates of loss adjustment expense
liabilities of $7.1 million, to reflect 2008 run-off
activity. For 2007, the increase was attributable to an increase
in estimates of ultimate losses of $2.2 million, the
amortization, over the estimated payout period, of fair value
adjustments relating to companies acquired amounting to
$5.6 million, partially offset by the reduction in
estimates of loss adjustment expense liabilities of
$5.3 million to reflect 2007 run-off activity. The increase
in estimates of ultimate losses of $2.2 million resulted
from the commutation of one of our largest reinsurance
receivables.
45
The following table shows the components of the movement in the
net increase in loss and loss adjustment expense liabilities for
the three months ended March 31, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands of
|
|
|
|
U.S. dollars)
|
|
|
Net Losses Paid
|
|
$
|
(3,375
|
)
|
|
$
|
(523
|
)
|
Net Change in Case and LAE Reserves
|
|
|
4,542
|
|
|
|
8,167
|
|
Net Change in IBNR
|
|
|
(482
|
)
|
|
|
(5,134
|
)
|
|
|
|
|
|
|
|
|
|
Net Reduction in Loss and Loss Adjustment Expense Liabilities
|
|
$
|
685
|
|
|
$
|
2,510
|
|
|
|
|
|
|
|
|
|
|
The table below provides a reconciliation of the beginning and
ending reserves for losses and loss adjustment expenses for the
three months ended March 31, 2008 and March 31, 2007.
Losses incurred and paid are reflected net of reinsurance
recoverables.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Balance as of January 1
|
|
$
|
1,591,449
|
|
|
$
|
1,214,419
|
|
Less: Reinsurance recoverables
|
|
|
427,964
|
|
|
|
342,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,163,485
|
|
|
|
872,259
|
|
Incurred Related to Prior Years
|
|
|
685
|
|
|
|
2,510
|
|
Paids Related to Prior Years
|
|
|
3,375
|
|
|
|
523
|
|
Effect of Exchange Rate Movement
|
|
|
9,413
|
|
|
|
1,361
|
|
Retroactive Reinsurance Contracts Assumed
|
|
|
394,913
|
|
|
|
|
|
Acquired on Acquisition of Subsidiaries
|
|
|
465,887
|
|
|
|
428,921
|
|
|
|
|
|
|
|
|
|
|
Net Balance as of March 31
|
|
$
|
2,037,758
|
|
|
$
|
1,305,574
|
|
Plus: Reinsurance recoverables
|
|
|
662,929
|
|
|
|
316,487
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31
|
|
$
|
2,700,687
|
|
|
$
|
1,622,061
|
|
|
|
|
|
|
|
|
|
|
Salaries
and Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
9,295
|
|
|
$
|
9,938
|
|
|
$
|
643
|
|
Reinsurance
|
|
|
2,062
|
|
|
|
2,864
|
|
|
|
802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
11,357
|
|
|
$
|
12,802
|
|
|
$
|
1,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits, which include expenses relating to our
discretionary bonus and employee share plans, were
$11.4 million and $12.8 million for the three months
ended March 31, 2008 and 2007, respectively. The decrease
in the salaries and benefits for the consulting segment was due
primarily to the payment of a special bonus in 2007 to John J.
Oros and Nimrod T. Frazer, totaling $2.0 million, in
recognition of their contributions to the successful completion
of the Merger and the reduction in stock-based compensation
expense from $1.7 million to $0.2 million for the
three months ended March 31, 2007 compared to 2008. These
expense reductions were offset by the growth in staff numbers
from 200 as of March 31, 2007 to 253 as of March 31,
2008 following our expansion during 2007 and 2008.
We expect that staff costs will continue to increase moderately
during 2008 as we continue to grow and add staff. Bonus accrual
expenses will be variable and dependent on our overall
profitability.
46
General
and Administrative Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
3,622
|
|
|
$
|
3,368
|
|
|
$
|
(254
|
)
|
Reinsurance
|
|
|
8,289
|
|
|
|
2,305
|
|
|
|
(5,984
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
11,911
|
|
|
$
|
5,673
|
|
|
$
|
(6,238
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses attributable to the
consulting segment increased by $0.3 million during the
three months ended March 31, 2008, as compared to the three
months ended March 31, 2007. General and administrative
expenses attributable to the reinsurance segment increased by
$6.0 million during the three months ended March 31,
2008, as compared to the three months ended March 31, 2007.
The increased costs for the current period relate primarily to
additional expenses of $4.5 million relating to bank loan
structure fees incurred in respect of acquisitions completed
during the three months ended March 31, 2008 along with
increased costs of approximately $1.1 million incurred by
companies acquired subsequent to March 31, 2007.
Interest
Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
3,315
|
|
|
|
3,176
|
|
|
|
(139
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,315
|
|
|
$
|
3,176
|
|
|
$
|
(139
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense of $3.3 million and $3.2 million was
recorded for the three months ended March 31, 2008 and
2007, respectively. The increase in interest expense is
attributable to the increase in bank borrowings used in the
funding of acquisitions subsequent to March 31, 2007,
primarily in relation to the acquisitions of Gordian and
Guildhall. For a discussion of these acquisitions, see
Business Recent Acquisitions on
page 68.
Minority
Interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31
|
|
|
|
2008
|
|
|
2007
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
(3,376
|
)
|
|
|
(2,248
|
)
|
|
|
(1,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(3,376
|
)
|
|
$
|
(2,248
|
)
|
|
$
|
(1,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recorded a minority interest in earnings of $3.4 million
and $2.2 million for the three months ended March 31,
2008 and 2007, respectively. The total for the three months
ended March 31, 2008 relates to the minority economic
interest held by third parties in the earnings of Gordian,
Guildhall, Shelbourne and Hillcot. For the same period in 2007,
the minority interest related to Hillcot. For a discussion of
these acquisitions, see Business Recent
Acquisitions on page 68.
Negative
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31
|
|
|
|
2008
|
|
|
2007
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
35,196
|
|
|
|
15,683
|
|
|
|
19,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
35,196
|
|
|
$
|
15,683
|
|
|
$
|
19,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
Negative goodwill of $35.2 million and $15.7 million,
was recorded for the three months ended March 31, 2008 and
2007, respectively. For the three months ended March 31,
2008 the negative goodwill of $35.2 million, net of
minority interest of $15.1 million, arose in connection
with our acquisition of Gordian and represents the excess of the
cumulative fair value of net assets acquired of
$455.7 million over the cost of $405.4 million. This
excess has, in accordance with SFAS 141 Business
Combinations, been recognized as an extraordinary gain.
The 2008 negative goodwill arose primarily as a result of income
earned by Gordian between the date of the balance sheet on which
the agreed purchase price was based, June 30, 2007, and the
date the acquisition closed, March 5, 2008, and the desire
of the vendors to achieve a substantial reduction in regulatory
capital requirements and therefore to dispose of Gordian at a
discount to fair value.
For the three months ended March 31, 2007 the negative
goodwill of $15.7 million was earned in connection with our
acquisition of Inter-Ocean Reinsurance Company Ltd, or
Inter-Ocean, and represents the excess of the cumulative fair
value of net assets acquired of $73.2 million over the cost
of $57.5 million. The negative goodwill arose primarily as
a result of the strategic desire of the vendors to achieve an
exit from such operations and therefore to dispose of the
companies at a discount to fair value. For a discussion of this
acquisition, see Business Recent
Acquisitions on page 68.
Comparison
of Year Ended December 31, 2007 and 2006
We reported consolidated net earnings of approximately
$61.8 million for the year ended December 31, 2007
compared to approximately $82.3 million in 2006. Included
as part of net earnings for 2007 and 2006 are extraordinary
gains of $15.7 million and $31.0 million,
respectively, relating to negative goodwill, net of minority
interest. Net earnings before extraordinary gain for 2007 were
approximately $46.1 compared to $51.3 million in 2006. The
decrease was primarily a result of a lower net reduction in loss
and loss adjustment expense liabilities, higher general and
administrative expenses and lower consulting fee income, offset
by higher investment income and income tax recoveries along with
a lower charge in respect of minority interest.
Consulting
Fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
59,465
|
|
|
$
|
54,546
|
|
|
$
|
4,919
|
|
Reinsurance
|
|
|
(27,547
|
)
|
|
|
(20,638
|
)
|
|
|
(6,909
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
31,918
|
|
|
$
|
33,908
|
|
|
$
|
(1,990
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We earned consulting fees of approximately $31.9 million
and $33.9 million for the years ended December 31,
2007 and 2006, respectively. The decrease in consulting fees was
due primarily to the acquisition of B.H. Acquisition Ltd., or
B.H. Acquisition, which now forms part of the reinsurance
segment and whose fee income is now eliminated. In 2006, we had
recorded $1.3 million of fee income in respect of B.H.
Acquisition.
Internal management fees of $27.5 million and
$20.6 million were paid in 2007 and 2006, respectively, by
our reinsurance companies to our consulting companies. The
increase in fees paid by the reinsurance segment was due
primarily to the fees paid by reinsurance companies that were
acquired in 2007 along with those companies acquired during 2006.
Net
Investment Income and Net Realized Gains (Losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Net Investment Income
|
|
|
Net Realized Gains (Losses)
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
228
|
|
|
$
|
1,225
|
|
|
$
|
(997
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
63,859
|
|
|
|
46,874
|
|
|
|
16,985
|
|
|
|
249
|
|
|
|
(98
|
)
|
|
|
347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
64,087
|
|
|
$
|
48,099
|
|
|
$
|
15,988
|
|
|
$
|
249
|
|
|
$
|
(98
|
)
|
|
$
|
347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
Net investment income for the year ended December 31, 2007
increased by $16.0 million to $64.1 million, compared
to $48.1 million for the year ended December 31, 2006.
The increase was primarily attributable to our increase in
average cash and investment balances from $1,093.2 million
to $1,401.2 million for the years ended December 31,
2006 and 2007, respectively, as a result of cash and investment
portfolios of reinsurance companies acquired in the year.
The average return on the cash and investments for the year
ended December 31, 2007 was 4.57%, as compared to the
average return of 4.40% for the year ended December 31,
2006. The increase in yield was primarily the result of
increasing U.S. interest rates the average
U.S. federal funds rate has increased from 4.96% in 2006 to
5.05% in 2007. The average Standard & Poors
credit rating of our fixed income investments at
December 31, 2007 was AAA.
Net realized gains (losses) for the year ended December 31,
2007 and 2006 were $0.2 million and $(0.1) million,
respectively.
Subsequent to the year ended December 31, 2007, the
U.S. federal funds rate was cut from 4.25% to 3.00% with
indications that additional cuts may be forthcoming. The rate
was 2.25% as of March 31, 2008. Therefore, we anticipate
that the average return on investable assets held at
December 31, 2007 will be lower in 2008 as compared to a
comparable period in 2007.
Net
Reduction in Loss and Loss Adjustment Expense
Liabilities:
Net reduction in loss and loss adjustment expense liabilities
for the year ended December 31, 2007 was
$24.5 million, excluding the impacts of adverse foreign
exchange rate movements of $18.6 million and including both
net reduction in loss and loss adjustment expense liabilities of
$9.0 million relating to companies acquired during the year
and premium and commission adjustments triggered by incurred
losses of $0.3 million.
The net reduction in loss and loss adjustment expense
liabilities for 2007 of $24.5 million was attributable to a
reduction in estimates of net ultimate losses of
$30.7 million and a reduction in estimates of loss
adjustment expense liabilities of $22.0 million, relating
to 2007 run-off activity, partially offset by an increase in
aggregate provisions for bad debt of $1.7 million,
primarily relating to companies acquired in 2006, and the
amortization, over the estimated payout period, of fair value
adjustments relating to companies acquired amounting to
$26.5 million.
The reduction in estimates of net ultimate losses of
$30.7 million comprised net adverse incurred loss
development of $1.0 million offset by reductions in
estimates of IBNR reserves of $31.7 million. An increase in
estimates of ultimate losses of $2.1 million relating to
one of our insurance entities was offset by reductions in
estimates of net ultimate losses of $32.8 million in our
remaining insurance and reinsurance entities.
The net adverse incurred loss development of $1.0 million
and reductions in IBNR reserves of $31.7 million,
respectively, comprised the following:
(i) net adverse incurred loss development in one of our
reinsurance entities of $36.6 million, whereby advised case
reserves of $16.9 million were settled for net paid losses
of $53.5 million. This adverse incurred loss development
resulted from the settlement of case and LAE reserves above
carried levels and from new loss advices, partially offset by
approximately 12 commutations of assumed and ceded exposures
below carried reserve levels. Actuarial analysis of the
remaining unsettled loss liabilities resulted in a decrease in
the estimate of IBNR loss reserves of $13.1 million after
consideration of the $36.6 million adverse incurred loss
development during the year, and the application of the
actuarial methodologies to loss data pertaining to the remaining
non-commuted exposures. Of the 12 commutations completed for
this entity, 3 were among its top 10 cedant exposures. The
remaining 9 were of a smaller size, consistent with our approach
of targeting significant numbers of cedant and reinsurer
relationships as well as targeting significant individual cedant
and reinsurer relationships. The entity in question also
benefits from substantial stop loss reinsurance protection
whereby the ultimate adverse loss development of
$23.4 million was largely offset by a recoverable from a
single AA rated reinsurer such that a net ultimate loss of
$2.1 million was retained by us;
(ii) net favorable incurred loss development of
$29.0 million, comprising net paid loss recoveries,
relating to another one of our reinsurance companies, offset by
increases in net IBNR loss reserves of
49
$29.0 million, resulting in no ultimate gain or loss. This
reinsurance company has retrocessional arrangements providing
for full reinsurance of all risks assumed; and
(iii) net favorable incurred loss development of
$6.6 million in our remaining insurance and reinsurance
entities together with reductions in IBNR reserves of
$26.3 million. The net favorable incurred loss development
in our remaining insurance and reinsurance entities of
$6.6 million, whereby net advised case and LAE reserves of
$2.6 million were settled for net paid loss recoveries of
$4.0 million, arose from the settlement of non-commuted
losses in the year below carried reserves and approximately 57
commutations of assumed and ceded exposures at less than case
and LAE reserves. We adopt a disciplined approach to the review
and settlement of non-commuted claims through claims adjusting
and the inspection of underlying policyholder records such that
settlements of assumed exposures may often be achieved below the
level of the originally advised loss and settlements of ceded
receivables may often be achieved at levels above carried
balances. The net reduction in the estimate of IBNR loss and
loss adjustment expense liabilities relating to our remaining
insurance and reinsurance companies amounted to
$26.3 million and results from the application of our
reserving methodologies to (i) the reduced historical
incurred loss development information relating to remaining
exposures after the 57 commutations, and (ii) reduced case
and LAE reserves in the aggregate. Of the 57 commutations
completed during 2007 for our remaining reinsurance and
insurance companies, 5 were among their top 10 cedant
and/or
reinsurance exposures. The remaining 52 were of a smaller size,
consistent with our approach of targeting significant numbers of
cedant and reinsurer relationships, as well as targeting
significant individual cedant and reinsurer relationships.
The following table shows the components of the movement in net
reduction in loss and loss adjustment expense liabilities for
the years ended December 31, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands of
|
|
|
|
U.S. dollars)
|
|
|
Net Losses Paid
|
|
$
|
(20,422
|
)
|
|
$
|
(75,293
|
)
|
Net Reduction in Case and LAE Reserves
|
|
|
17,660
|
|
|
|
43,645
|
|
Net Reduction in IBNR
|
|
|
27,244
|
|
|
|
63,575
|
|
|
|
|
|
|
|
|
|
|
Net Reduction in Loss and Loss Adjustment Expenses
|
|
$
|
24,482
|
|
|
$
|
31,927
|
|
|
|
|
|
|
|
|
|
|
Net reduction in case and LAE reserves comprises the movement
during the year in specific case reserve liabilities as a result
of claims settlements or changes advised to us by our
policyholders and attorneys, less changes in case reserves
recoverable advised by us to our reinsurers as a result of the
settlement or movement of assumed claims. Net reduction in IBNR
represents the change in our actuarial estimates of losses
incurred but not reported.
50
The table below provides a reconciliation of the beginning and
ending reserves for losses and loss adjustment expenses for the
years ended December 31, 2007 and 2006. Losses incurred and
paid are reflected net of reinsurance recoverables.
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Balance as of January 1,
|
|
$
|
1,214,419
|
|
|
$
|
806,559
|
|
Less: Reinsurance recoverables
|
|
|
342,160
|
|
|
|
213,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
872,259
|
|
|
|
593,160
|
|
Incurred related to prior years
|
|
|
(24,482
|
)
|
|
|
(31,927
|
)
|
Paids related to prior years
|
|
|
(20,422
|
)
|
|
|
(75,293
|
)
|
Effect of exchange rate movement
|
|
|
18,625
|
|
|
|
24,856
|
|
Acquired on acquisition of subsidiaries
|
|
|
317,505
|
|
|
|
361,463
|
|
|
|
|
|
|
|
|
|
|
Net balance as of December 31,
|
|
$
|
1,163,485
|
|
|
$
|
872,259
|
|
Plus: Reinsurance recoverables
|
|
|
427,964
|
|
|
|
342,160
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31,
|
|
$
|
1,591,449
|
|
|
$
|
1,214,419
|
|
|
|
|
|
|
|
|
|
|
Salaries
and Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
36,222
|
|
|
$
|
28,255
|
|
|
$
|
(7,967
|
)
|
Reinsurance
|
|
|
10,755
|
|
|
|
11,866
|
|
|
|
1,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
46,977
|
|
|
$
|
40,121
|
|
|
$
|
(6,856
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits, which include expenses relating to our
Annual Incentive Plan and employee share plans, were
$47.0 million and $40.1 million for the years ended
December 31, 2007 and 2006, respectively. The increase in
salaries and benefits for the consulting segment was due to the
following factors: 1) The growth in staff numbers from 195,
as of December 31, 2006, to 221, as of December 31,
2007; 2) On May 23, 2006 we entered into an agreement
and plan of merger and a recapitalization agreement which
resulted in the existing annual incentive compensation plan
being cancelled and the modification of the accounting treatment
for share-based awards from a book value plan to a fair value
plan. The net effect of these changes was to reduce the total
salaries and benefits by $2.0 million; and 3) In March
2007, payment of a special bonus to Mr. John J. Oros and
Mr. Nimrod T. Frazer, totaling $2.0 million, in
recognition of their contributions to the successful completion
of the Merger.
We expect that staff costs will increase in 2008 due primarily
to the approximately 30 new employees retained or hired upon
completion of the Gordian acquisition. Bonus accrual expenses
will be variable and dependent on our overall profit.
General
and Administrative Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
21,844
|
|
|
$
|
12,751
|
|
|
$
|
(9,093
|
)
|
Reinsurance
|
|
|
9,569
|
|
|
|
6,127
|
|
|
|
(3,442
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
31,413
|
|
|
$
|
18,878
|
|
|
$
|
(12,535
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses attributable to the
consulting segment increased by $9.1 million during the
year ended December 31, 2007, as compared to the year ended
December 31, 2006 due primarily to the
51
following: 1) increased professional fees of
$4.2 million relating to legal, accounting and filing costs
associated with our reporting obligations as a public company;
2) a one-time expense of $1.6 million relating to the
over-recovery by us of current and prior years value added
taxes; and 3) increased rent costs of $1.4 million as
a result of one of our U.K. subsidiaries moving to new offices.
General and administrative expenses attributable to the
reinsurance segment increased by $3.4 million during the
year ended December 31, 2007, as compared to the year ended
December 31, 2006. The increased costs for the period
related primarily to the following: 1) additional general
and administrative expenses of $2.5 million incurred in
relation to companies that we acquired in 2007; and 2) a
write-off of a receivable of $0.9 million in respect of
value added tax recoveries. We expect that general and
administrative expenses attributable to the reinsurance segment
will increase in 2008 due to the costs associated with the
acquisitions completed in early 2008.
Interest
Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
4,876
|
|
|
|
1,989
|
|
|
|
2,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,876
|
|
|
$
|
1,989
|
|
|
$
|
2,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense of $4.9 million and $2.0 million was
recorded for the years ended December 31, 2007 and 2006,
respectively.
For 2007, this amount relates to the interest on new loans from
a London-based bank to partially assist with the financing of
the acquisitions of Inter-Ocean and Marlon Insurance Company
Limited and Marlon Management Services Limited, or together
referred to herein as Marlon, along with interest charges from
prior years loans that were made to partially assist with the
financing of the acquisitions of Brampton Insurance Company
Limited, or Brampton, and Cavell Holdings Limited (UK), or
Cavell.
For 2006, interest expense also includes an amount relating to
the interest on funds that were borrowed from B.H. Acquisition,
which, for 2007, was a wholly-owned subsidiary, as well as
interest on a vendor promissory note that formed part of the
acquisition cost for Brampton. The vendor promissory note was
repaid in May 2006. During 2007 the Inter-Ocean bank loan was
repaid in full. In February 2008, the Cavell and Marlon bank
loans were also repaid in full.
Foreign
Exchange Gain/(Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
(192
|
)
|
|
$
|
(146
|
)
|
|
$
|
(46
|
)
|
Reinsurance
|
|
|
8,113
|
|
|
|
10,978
|
|
|
|
(2,865
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,921
|
|
|
$
|
10,832
|
|
|
$
|
(2,911
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recorded foreign exchange gains of $7.9 million and
$10.8 million for the years ended December 31, 2007
and December 31, 2006, respectively.
The foreign exchange gain for the year ended December 31,
2007 arose primarily as a result of: 1) the holding of
surplus British Pounds; and 2) the holding by Cavell of
surplus net Canadian and Australian dollars, as required by
local regulatory obligations, at a time when these currencies
have been appreciating against the U.S. Dollar. The gain
for the year ended December 31, 2006 arose primarily as a
result of having surplus British Pounds that arose as a result
of our acquisitions of Brampton, Cavell, and Unione Italiana
(U.K.) Reinsurance Company, or Unione, at a time when the
British Pound had strengthened against the U.S. Dollar.
52
As our functional currency is the U.S. Dollar, we seek to
manage our exposure to foreign currency exchange by broadly
matching foreign currency assets against foreign currency
liabilities.
Share of
Income of Partly-Owned Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
|
|
|
|
518
|
|
|
|
(518
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
518
|
|
|
$
|
(518
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our share of equity in earnings of partly owned companies for
the years ended December 31, 2007 and 2006 was $Nil and
$0.5 million, respectively. These amounts represented our
proportionate share of equity in the earnings of B.H.
Acquisition.
On January 31, 2007, B.H. Acquisition became our
wholly-owned subsidiary and, as a result, we now consolidate the
results of B.H. Acquisition.
Income
Tax Recovery (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
(597
|
)
|
|
$
|
490
|
|
|
$
|
(1,087
|
)
|
Reinsurance
|
|
|
8,038
|
|
|
|
(172
|
)
|
|
|
8,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,441
|
|
|
$
|
318
|
|
|
$
|
7,123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recorded an income tax recovery of $7.4 million and
$0.3 million for the years ended December 31, 2007 and
2006, respectively.
Income tax (expense)/recovery of $(0.6) million and
$0.5 million were recorded in the consulting segment for
the years ended December 31, 2007 and 2006, respectively.
The variance between the two periods arose because of:
1) The inclusion for 2007, as a result of the Merger, of
the tax expense of Enstar USA, Inc.; and 2) In 2006, we
applied available loss carryforwards from our U.K. insurance
companies to relieve profits in our U.K. consulting companies.
During 2007, in the reinsurance segment, the statute of
limitations expired on certain previously recorded liabilities
related to uncertain tax positions. The benefit to us was
$8.5 million.
Minority
Interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
(6,730
|
)
|
|
|
(13,208
|
)
|
|
|
6,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(6,730
|
)
|
|
$
|
(13,208
|
)
|
|
$
|
6,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recorded a minority interest in earnings of $6.7 million
for the year ended December 31, 2007 reflecting the 49.9%
minority economic interest held by a third party in the earnings
from Hillcot, Brampton and Shelbourne, and $13.2 million
for the year ended December 31, 2006 reflecting the 49.9%
minority economic interest held by a third party in the earnings
from Hillcot and Brampton.
The decrease in minority interest was primarily a result of
reduced foreign exchange gains in Brampton and a decrease in net
reduction in loss and loss adjustment expense liabilities for
Hillcot Re Limited and Brampton.
53
Negative
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
15,683
|
|
|
|
31,038
|
|
|
|
(15,355
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
15,683
|
|
|
$
|
31,038
|
|
|
$
|
(15,355
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Negative goodwill of $15.7 million and $31.0 million,
net of minority interest of $4.3 million, was recorded for
the years ended December 31, 2007 and 2006, respectively.
For 2007, the negative goodwill of $15.7 million was earned
in connection with our acquisition of Inter-Ocean and represents
the excess of the cumulative fair value of net assets acquired
of $73.2 million over the cost of $57.5 million. This
excess has, in accordance with SFAS 141 Business
Combinations, been recognized as an extraordinary gain in
2007. The negative goodwill arose primarily as a result of the
strategic desire of the vendors to achieve an exit from such
operations and therefore to dispose of the company at a discount
to fair value.
Negative goodwill of $31.0 million, net of minority
interest of $4.3 million, was recorded for the year ended
December 31, 2006 in connection with our acquisitions of
Brampton, Cavell and Unione during the year. This amount
represents the excess of the cumulative fair value of net assets
acquired of $222.9 million over the cost of
$187.5 million. This excess has, in accordance with
SFAS 141 Business Combinations, been recognized
as an extraordinary gain in 2006.
The negative goodwill of $4.3 million (net of minority
interest) relating to Brampton arose as a result of the income
earned by Brampton between the date of the balance sheet on
which the agreed purchase price was based, December 31,
2004, and the date the acquisition closed, March 30, 2006.
The negative goodwill of $26.7 million relating to the
purchases of Cavell and Unione arose primarily as a result of
the strategic desire of the vendors to achieve an exit from such
operations and, therefore, to dispose of the companies at a
discount to fair value.
Comparison
of Year Ended December 31, 2006 and 2005
We reported consolidated net earnings of approximately
$82.3 million for the year ended December 31, 2006
compared to approximately $80.7 million in 2005. Included
as part of net earnings for 2006 is an extraordinary gain of
$31.0 million relating to negative goodwill, net of
minority interest. Net earnings before extraordinary gain for
2006 were approximately $51.3 million compared to
$80.7 million in 2005. The decrease was primarily a result
of a lower net reduction in loss and loss adjustment expense
liabilities and higher general and administrative expenses
offset by higher consulting fee income, investment income and
increased foreign exchange gains.
Consulting
Fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
54,546
|
|
|
$
|
38,046
|
|
|
$
|
16,500
|
|
Reinsurance
|
|
|
(20,638
|
)
|
|
|
(16,040
|
)
|
|
|
(4,598
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
33,908
|
|
|
$
|
22,006
|
|
|
$
|
11,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We earned consulting fees of approximately $33.9 million
and $22.0 million for the years ended December 31,
2006 and 2005, respectively. Included in these amounts was
approximately $1.3 million in consulting fees charged to
wholly-owned subsidiaries of B.H. Acquisition, a partly-owned
equity affiliate, in both 2006 and 2005. The increase in
consulting fees was due primarily to the increase of
approximately $8.9 million in management and
incentive-based fees earned by our U.S. subsidiaries along
with increased incentive-based fees generated by our Bermuda
management company.
54
Internal management fees of $20.6 million and
$16.0 million were paid in 2006 and 2005, respectively, by
our reinsurance companies to our consulting companies. The
increase in fees paid by the reinsurance segment was due
primarily to the fees paid by reinsurance companies that were
acquired in 2006.
Net
Investment Income and Net Realized Gains/(Losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Net Investment Income
|
|
|
Net Realized Gains/(Losses)
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
1,225
|
|
|
$
|
576
|
|
|
$
|
649
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
46,874
|
|
|
|
27,660
|
|
|
|
19,214
|
|
|
|
(98
|
)
|
|
|
1,268
|
|
|
|
(1,366
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
48,099
|
|
|
$
|
28,236
|
|
|
$
|
19,863
|
|
|
$
|
(98
|
)
|
|
$
|
1,268
|
|
|
$
|
(1,366
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income for the year ended December 31, 2006
increased by $19.9 million to $48.1 million, compared
to $28.2 million for the year ended December 31, 2005.
The increase was attributable to the increase in prevailing
interest rates during the year along with an increase in average
cash and investment balances from $913.5 million to
$1,093.2 million for the years ended December 31, 2005
and 2006, respectively, relating to cash and investment
portfolios of reinsurance companies acquired in the year.
The average return on the cash and fixed maturities investments
for the year ended December 31, 2006 was 4.40%, as compared
to the average return of 3.23% for the year ended
December 31, 2005. The increase in yield was primarily the
result of increasing U.S. interest rates the
U.S. federal funds rate has increased from 2.25% on
January 1, 2005 to 4.25% on December 31, 2005 and to
5.25% on December 31, 2006. The average
Standard & Poors credit rating of our fixed
income investments at December 31, 2006 was AAA.
Net realized (losses)/gains for the year ended December 31,
2006 and 2005 were $(0.1) million and $1.3 million,
respectively.
Net
Reduction in Loss and Loss Adjustment Expense
Liabilities:
Net reduction in loss and loss adjustment expense liabilities
for the year ended December 31, 2006 was $31.9 million
and was attributable to a reduction in estimates of net ultimate
losses of $21.4 million, a reduction in estimates of loss
adjustment expense liabilities of $15.1 million to reflect
2006 run-off activity, compared to a reduction of
$10.5 million in 2005 (the larger reduction relating to
companies acquired during 2006), a reduction in aggregate
provisions for bad debt of $6.3 million compared to
$20.2 million in 2005, resulting from the collection of
certain reinsurance receivables against which bad debt
provisions had been provided in earlier periods, partially
offset by the amortization, over the estimated payout period, of
fair value adjustments relating to companies acquired amounting
to $10.9 million compared to $7.9 million in 2005, the
increased charge reflecting amortization relating to companies
acquired during 2006. The reduction in estimates of net ultimate
losses of $21.4 million comprised of net adverse incurred
loss development of $37.9 million offset by reductions in
estimates of IBNR reserves of $59.3 million, of which an
increase in estimates of ultimate losses of $3.4 million
relating to one of our insurance entities was offset by
reductions in estimates of net ultimate losses of
$24.8 million in our remaining insurance and reinsurance
entities.
The adverse incurred loss development of $37.9 million,
whereby advised case and LAE reserves of $37.4 million were
settled for net paid losses of $75.3 million, comprised
adverse incurred loss development of $59.2 million relating
to one of our insurance companies partially offset by favorable
incurred loss development of $21.3 million relating to our
remaining insurance and reinsurance companies.
The adverse incurred loss development of $59.2 million
relating to one of our insurance companies was comprised of net
paid loss settlements of $81.3 million less reductions in
case and LAE reserves of $22.1 million and resulted from
the settlement of case and LAE reserves above carried levels and
from new loss advices, partially offset by approximately 10
commutations of assumed and ceded exposures below carried
reserves levels. Actuarial analysis of the remaining unsettled
loss liabilities resulted in an increase in the estimate of IBNR
loss reserves of $35.0 million after consideration of the
$59.2 million adverse incurred loss development during the
year, and the
55
application of the actuarial methodologies to loss data
pertaining to the remaining non-commuted exposures. Other
factors contributing to the increase include the establishment
of a reserve to cover potential exposure to lead paint claims, a
significant increase in asbestos reserves related to the
entitys single largest cedant (following a detailed review
of the underlying exposures), and a change in the assumed
asbestos and environmental loss reporting time-lag as discussed
further below. Of the 10 commutations completed for this entity,
2 were among its top 10 cedant
and/or
reinsurance exposures. The remaining 8 were of a smaller size,
consistent with our approach of targeting significant numbers of
cedant and reinsurer relationships as well as targeting
significant individual cedant and reinsurer relationships. The
entity in question also benefits from substantial stop loss
reinsurance protection whereby the adverse loss development of
$59.2 million was largely offset by a recoverable from a
single AA rated reinsurer. The increase in estimated net
ultimate losses of $3.4 million was retained by us.
The favorable incurred loss development of $21.3 million,
relating to our remaining insurance and reinsurance companies,
whereby net advised case reserves of $15.3 million were
settled for net paid loss recoveries of $6.0 million, arose
from approximately 35 commutations of assumed and ceded
exposures at less than case and LAE reserves, where receipts
from ceded commutations exceeded settlements of assumed
exposures, and the settlement of non-commuted losses in the year
below carried reserves. We adopt a disciplined approach, through
claims adjusting and the inspection of underlying policyholder
records, to the review and settlement of non-commuted claims
such that settlements may often be achieved below the level of
the originally advised loss.
The net reduction in the estimate of IBNR loss and loss
adjustment expense liabilities relating to our remaining
insurance and reinsurance companies (i.e., excluding the net
$55.8 million reduction in IBNR reserves relating to the
entity referred to above) amounted to $3.5 million. This
net reduction was comprised of an increase of $19.8 million
resulting from (i) a change in assumptions as to the
appropriate loss reporting time lag for Asbestos related
exposures from 2 to 3 years and for environmental exposures
from 2 to 2.5 years, which resulted in an increase in
net IBNR reserves of $6.4 million, and (ii) a
reduction in ceded IBNR recoverables of $13.4 million
resulting from the commutation of ceded reinsurance protections.
The increase in IBNR of $19.8 million is offset by a
reduction of $23.3 million resulting from the application
of our reserving methodologies to (i) the reduced
historical incurred loss development information relating to
remaining exposures after the 35 commutations, and
(ii) reduced case and LAE reserves in the aggregate.
Of the 35 commutations completed during 2006 for our remaining
reinsurance and insurance companies, 10 were among their top 10
cedant
and/or
reinsurance exposures. The remaining 25 were of a smaller size,
consistent with our approach of targeting significant numbers of
cedant and reinsurer relationships, as well as targeting
significant individual cedant and reinsurer relationships.
The following table shows the components of the movement in net
reduction in loss and loss adjustment expense liabilities for
the years ended December 31, 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands of
|
|
|
|
U.S. dollars)
|
|
|
Net Losses Paid
|
|
$
|
(75,293
|
)
|
|
$
|
(69,007
|
)
|
Net Change in Case and LAE Reserves
|
|
|
43,645
|
|
|
|
95,156
|
|
Net Change in IBNR
|
|
|
63,575
|
|
|
|
69,858
|
|
|
|
|
|
|
|
|
|
|
Net Reduction in Loss and Loss Adjustment Expenses
|
|
$
|
31,927
|
|
|
$
|
96,007
|
|
|
|
|
|
|
|
|
|
|
Net change in case and LAE reserves comprises the movement
during the year in specific case reserve liabilities as a result
of claims settlements or changes advised to us by our
policyholders and attorneys, less changes in case reserves
recoverable advised by us to our reinsurers as a result of the
settlement or movement of assumed claims. Net change in IBNR
represents the change in our actuarial estimates of losses
incurred but not reported.
56
The table below provides a reconciliation of the beginning and
ending reserves for losses and loss adjustment expenses for the
years ended December 31, 2006 and 2005. Losses incurred and
paid are reflected net of reinsurance recoverables.
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands of
|
|
|
|
U.S. dollars)
|
|
|
Net Reserves for Losses and Loss Adjustment Expenses, January 1
|
|
$
|
593,160
|
|
|
$
|
736,660
|
|
Incurred related to prior years
|
|
|
(31,927
|
)
|
|
|
(96,007
|
)
|
Paids related to prior years
|
|
|
(75,293
|
)
|
|
|
(69,007
|
)
|
Effect of exchange rate movement
|
|
|
24,856
|
|
|
|
3,652
|
|
Acquired on acquisition of subsidiaries
|
|
|
361,463
|
|
|
|
17,862
|
|
|
|
|
|
|
|
|
|
|
Net Reserves for Losses and Loss Adjustment Expenses, December 31
|
|
$
|
872,259
|
|
|
$
|
593,160
|
|
|
|
|
|
|
|
|
|
|
Salaries
and Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
28,255
|
|
|
$
|
26,864
|
|
|
$
|
(1,391
|
)
|
Reinsurance
|
|
|
11,866
|
|
|
|
13,957
|
|
|
|
2,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
40,121
|
|
|
$
|
40,821
|
|
|
$
|
700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits, which include expenses relating to our
Annual Incentive Compensation Program and employee share plans,
were $40.1 million and $40.8 million for the years
ended December 31, 2006 and 2005, respectively. On
May 23, 2006, we entered into a merger agreement and a
recapitalization agreement, which agreements provided for the
cancellation of our then-existing incentive compensation plan,
or the Old Incentive Plan, which plan was replaced with the
Annual Incentive Plan. As a result of the execution of these
agreements, the accounting treatment for share based awards
under the Old Incentive Plan changed from book value to fair
value. As a result of this modification, we recognized
additional stock-based compensation of $15.6 million during
the quarter ended June 30, 2006. The total stock-based
compensation expense recognized in the year ended
December 31, 2006, including the $15.6 million
mentioned previously, was $22.3 million as compared to
$3.8 million for the year ended December 31, 2005. As
a result of the cancellation of the Old Incentive Plan,
$21.2 million of prior years unpaid bonus accrual was
reversed during the quarter ended June 30, 2006. The
expense associated with the new annual incentive compensation
plan was $14.5 million for the year ended December 31,
2006 as compared to an expense of $14.2 million relating to
the prior plan for the year ended December 31, 2005.
General
and Administrative Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
12,751
|
|
|
$
|
9,246
|
|
|
$
|
(3,505
|
)
|
Reinsurance
|
|
|
6,127
|
|
|
|
1,716
|
|
|
|
(4,411
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
18,878
|
|
|
$
|
10,962
|
|
|
$
|
(7,916
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses attributable to the
consulting segment increased by $3.5 million during the
year ended December 31, 2006, as compared to the year ended
December 31, 2005. This increase was due primarily to
increases in rent and rent related costs due to an increase in
office space along with an increase in professional fees and
travel relating to due diligence work on potential acquisition
opportunities.
General and administrative expenses attributable to the
reinsurance segment increased by $4.4 million during the
year ended December 31, 2006, as compared to the year ended
December 31, 2005. Of the increased costs for the
57
year, $3.8 million relate to general and administrative
expenses incurred in relation to companies acquired by us in
2006 and, of the $3.8 million, $2.5 million relate to
non-recurring costs associated with new acquisitions along with
expenses incurred in arranging loan facilities with a
London-based bank.
Interest
Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
1,989
|
|
|
|
|
|
|
|
1,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,989
|
|
|
$
|
|
|
|
$
|
1,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense of $2.0 million was recorded for the year
ended December 31, 2006. This amount relates to the
interest on the funds that were borrowed from B.H. Acquisition
and a London-based bank to partially assist with the financing
of the acquisitions of Brampton and Cavell, as well as interest
on the vendor promissory note that formed part of the
acquisition cost for Brampton. The vendor promissory note was
repaid in May 2006.
Foreign
Exchange Gain/(Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
(146
|
)
|
|
$
|
(10
|
)
|
|
$
|
(136
|
)
|
Reinsurance
|
|
|
10,978
|
|
|
|
(4,592
|
)
|
|
|
15,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,832
|
|
|
$
|
(4,602
|
)
|
|
$
|
15,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recorded a foreign exchange gain of $10.8 million for
the year ended December 31, 2006, as compared to a foreign
exchange loss of $4.6 million for 2005. The gain for the
year ended December 31, 2006 arose primarily as a result of
having surplus British Pounds that arose as a result of our
acquisitions of Brampton, Cavell, and Unione at a time when the
British Pound had strengthened against the U.S. Dollar. The
foreign exchange loss in 2005 arose as a result of having
surplus British Pounds and Euros at various points in the year
at a time when the both the British Pound and Euro had weakened
against the U.S. Dollar. The U.S. Dollar to British
Pound rate at January 1, 2005, December 31, 2005 and
December 31, 2006 was $1.92, $1.72 and $1.959,
respectively. Similarly, the U.S. Dollar to Euro rate at
January 1, 2005, December 31, 2005 and
December 31, 2006 was $1.36, $1.18 and $1.32, respectively.
As our functional currency is the U.S. Dollar, we seek to
manage our exposure to foreign currency exchange by broadly
matching foreign currency assets against foreign currency
liabilities. The 2006 and 2005 currency mismatches were
addressed and corrected by converting surplus foreign currency
to U.S. Dollars at the time the mismatch was identified.
Share of
Income of Partly-Owned Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
518
|
|
|
|
192
|
|
|
|
326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
518
|
|
|
$
|
192
|
|
|
$
|
326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our share of equity in earnings of partly-owned companies for
the years ended December 31, 2006 and 2005 was
$0.5 million and $0.2 million, respectively. These
amounts represented our proportionate share of equity in the
earnings of B.H. Acquisition.
58
Income
Tax Recovery (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
490
|
|
|
$
|
(883
|
)
|
|
$
|
1,373
|
|
Reinsurance
|
|
|
(172
|
)
|
|
|
(31
|
)
|
|
|
(141
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
318
|
|
|
$
|
(914
|
)
|
|
$
|
1,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes of $0.3 million and $(0.9) million were
recorded for the years ended December 31, 2006 and 2005,
respectively. The income taxes recovered (incurred) were in
respect of our U.K. and U.S. subsidiaries.
Minority
Interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
(13,208
|
)
|
|
|
(9,700
|
)
|
|
|
(3,508
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(13,208
|
)
|
|
$
|
(9,700
|
)
|
|
$
|
(3,508
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recorded a minority interest in earnings of
$13.2 million and $9.7 million for the years ended
December 31, 2006 and 2005, respectively, reflecting the
49.9% minority economic interest held by a third party in the
earnings from Hillcot and Brampton.
Negative
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Variance
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Reinsurance
|
|
|
31,038
|
|
|
|
|
|
|
|
31,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
31,038
|
|
|
$
|
|
|
|
$
|
31,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Negative goodwill of $31.0 million, net of minority
interest of $4.3 million, was recorded for the year ended
December 31, 2006 in connection with our acquisitions of
Brampton, Cavell and Unione during the year. This amount
represents the excess of the cumulative fair value of net assets
acquired of $222.9 million over the cost of
$187.5 million. This excess has, in accordance with
SFAS 141 Business Combinations, been recognized
as an extraordinary gain in 2006.
The negative goodwill of $4.3 million, net of minority
interest, relating to Brampton arose as a result of the income
earned by Brampton between the date of the balance sheet on
which the agreed purchase price was based, December 31,
2004, and the date the acquisition closed, March 30, 2006.
The negative goodwill of $26.7 million relating to the
purchases of Cavell and Unione arose primarily as a result of
the strategic desire of the vendors to achieve an exit from such
operations and, therefore, to dispose of the companies at a
discount to fair value.
Liquidity
and Capital Resources
As we are a holding company and have no substantial operations
of our own, our assets consist primarily of investments in
subsidiaries. The potential sources of the cash flows to the
holding company consist of dividends, advances and loans from
our subsidiary companies.
Our future cash flows depend upon the availability of dividends
or other statutorily permissible payments from our subsidiaries.
The ability to pay dividends and make other distributions is
limited by the applicable laws and regulations of the
jurisdictions in which our insurance and reinsurance
subsidiaries operate, including Bermuda, the
59
United Kingdom and Europe, which subject these subsidiaries to
significant regulatory restrictions. These laws and regulations
require, among other things, certain of our insurance and
reinsurance subsidiaries to maintain minimum solvency
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 December 31, 2007 and 2006, our insurance and
reinsurance subsidiaries solvency and liquidity were in
excess of the minimum levels required. Retained earnings of our
insurance and reinsurance subsidiaries are not currently
restricted as minimum capital solvency margins are covered by
share capital and additional
paid-in-capital.
Our capital management strategy is to preserve sufficient
capital to enable us to make future acquisitions while
maintaining a conservative investment strategy. We believe that
restrictions on liquidity resulting from restrictions on the
payments of dividends by our subsidiary companies will not have
a material impact on our ability to meet our cash obligations.
Our sources of funds primarily consist of the cash and
investment portfolios acquired on the completion of the
acquisition of an insurance or reinsurance company in run-off.
These acquired cash and investment balances are classified as
cash provided by investing activities. We expect to use these
funds acquired, together with collections from reinsurance
debtors, consulting income, investment income and proceeds from
sales and redemption of investments, to pay losses and loss
expenses, salaries and benefits and general and administrative
expenses, with the remainder used for acquisitions, additional
investments and, in the past, for dividend payments to
shareholders. We expect that our reinsurance segment will have a
net use of cash from operations as total net claim settlements
and operating expenses will generally be in excess of investment
income earned. We expect that our consulting segment operating
cash flows will generally be breakeven. We expect our operating
cash flows, together with our existing capital base and cash and
investments acquired on the acquisition of our insurance and
reinsurance subsidiaries, to be sufficient to meet cash
requirements and to operate our business. We currently do not
intend to pay cash dividends on our ordinary shares.
We maintain a short duration conservative investment strategy
whereby, as of March 31, 2008, 69.4% of our cash and fixed
income portfolio was held with a maturity of less than one year
and 82.6% had maturities of less than five years. Excluding the
impact of commutations and any schemes of arrangement, should
they be completed, we expect approximately 10.1% of the gross
reserves to be settled within one year and approximately 63.9%
of the reserves to be settled within five years. However, our
strategy of commuting our liabilities has the potential to
accelerate the natural payout of losses to less than five years.
Therefore, the relatively short-duration investment portfolio is
maintained in order to provide liquidity for commutation
opportunities and preclude us from having to liquidate longer
dated securities. As a result, we do not anticipate having to
sell longer dated investments in order to meet future
policyholder liabilities. However, if we had to sell a portion
of our held-to-maturity portfolio to meet policyholder
liabilities we would, at that point, amend the classification of
the held-to-maturity portfolio to an available-for-sale
portfolio. This reclassification would require the investment
portfolio to be recorded at market value as opposed to amortized
cost. As of March 31, 2008, such a reclassification would
result in an insignificant decrease in the value of our cash and
investments, reflecting the unrealized loss position of the
held-to-maturity portfolio as of March 31, 2008.
At March 31, 2008, total cash and cash investments were
$3.02 billion, compared to $1.80 billion at
December 31, 2007. The increase of $1.22 billion was
due primarily to cash and investments of $1.32 billion
acquired upon the acquisitions of Gordian and Guildhall and upon
completion of the Shelbourne RITC transactions.
At December 31, 2007, total cash and investments were
$1.80 billion, compared to $1.26 billion at
December 31, 2006. The increase of $539.4 million was
due primarily to cash and investments of $554.5 acquired upon
the acquisition of subsidiaries offset by: 1) net paid
losses relating to claims of $20.4 million; and
2) purchase costs of acquisitions, net of external
financing, of $52.5 million.
Source
of Funds
We primarily generate our cash from the acquisitions we
complete. These acquired cash and investment balances are
classified as cash provided by investing activities.
60
We expect that for the reinsurance segment there will be a net
use of cash from operations due to total claim settlements and
operating expenses being in excess of investment income earned
and that for the consulting segment operating cash flows will be
breakeven. As a result, the net operating cash flows for us, to
expiry, are expected to be negative as we pay out cash in claims
settlements and expenses in excess of cash generated via
investment income and consulting fees.
Operating
Net cash provided by our operating activities for the three
months ended March 31, 2008 was $374.4 million
compared to $123.6 million for the three months ended
March 31, 2007. This increase in cash flows was
attributable to net assets assumed on retro-active reinsurance
contracts and higher consulting fee income, partially offset by
the purchases of trading security investments held by us and
higher general and administrative and interest expenses, for the
three months ended March 31, 2008 as compared to the same
period in 2007.
Net cash provided by operating activities for the year ended
December 31, 2007 was $73.7 million compared to
$4.2 million for the year ended December 31, 2006.
This increase in cash flows was attributable mainly to
reinsurance collections and the sales of trading securities,
offset by higher general and administrative expenses and
interest expense incurred for the year ended December 31,
2007 as compared to the same period in 2006.
Net cash provided by (used in) operating activities for the year
ended December 31, 2006 was $4.2 million compared to
$(6.3) million for the year ended December 31, 2005.
This increase in cash flows was attributable primarily to higher
investment and consulting income, offset by higher general and
administrative expenses and interest expense incurred for the
year ended December 31, 2006 as compared to the same period
in 2005.
Investing
Investing cash flows consist primarily of cash acquired net of
acquisitions along with net proceeds on the sale and purchase of
investments. Net cash (used in) provided by investing activities
was $(243.2) million during the three months ended
March 31, 2008 compared to $77.1 million during the
three months ended March 31, 2007. The decrease in the cash
flows was due to the increase in restricted cash and
available-for-sale securities acquired in relation to the
acquisition during the three months ended March 31, 2008
and the decrease in cash acquired on purchase of subsidiaries
during the three months ended March 31, 2008 as compared to
the same period of 2007.
Net cash provided by investing activities was
$475.1 million during the year ended December 31, 2007
compared to $179.3 million during the year ended
December 31, 2006. The increase in the year was due mainly
to the sale and maturity of investments held by us.
Net cash provided by (used in) investing activities was
$179.3 million during the year ended December 31, 2006
compared to $(14.1) million during the year ended
December 31, 2005. The increase in the year was due
primarily to the sale and maturity of investments held by us.
Financing
Net cash provided by financing activities was
$354.2 million during the three months ended March 31,
2008 compared to $9.6 million during the three months ended
March 31, 2007. Cash provided by financing activities in
2008 was primarily attributable to the combination of the
receipt of bank loans and capital contributions by minority
interest shareholders relating to the purchase of Guildhall and
Gordian and the financing of Shelbourne.
Net cash used in financing activities was $4.5 million
during the year ended December 31, 2007 compared to
$13.6 million during the year ended December 31, 2006.
The decrease in cash used in financing activities was primarily
attributable to the combination of redemption of shares and
dividends paid during 2006, which did not occur in 2007, and
vendor loans offset by the repurchase of our shares during 2007.
Net cash used in financing activities was $13.6 million
during the year ended December 31, 2006 compared to
$0.8 million during the year ended December 31, 2005.
The increase in cash used in our financing activities was
attributable primarily to the combination of redemption of
shares and dividends paid and vendor loans offset by net loan
finance receipts and capital contributions by the minority
interest shareholder of a subsidiary.
61
Investments
As of March 31, 2008 and December 31, 2007, the
maturity distribution of our fixed income investment portfolio
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Amortized
|
|
|
|
|
|
Amortized
|
|
|
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Fair Value
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Due within 1 year
|
|
$
|
293,559
|
|
|
$
|
293,619
|
|
|
$
|
102,469
|
|
|
$
|
102,346
|
|
After 1 through 5 years
|
|
|
394,268
|
|
|
|
398,663
|
|
|
|
269,303
|
|
|
|
272,735
|
|
After 5 through 10 years
|
|
|
224,496
|
|
|
|
229,277
|
|
|
|
77,486
|
|
|
|
78,965
|
|
After 10 years
|
|
|
182,742
|
|
|
|
187,006
|
|
|
|
102,442
|
|
|
|
102,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,095,065
|
|
|
$
|
1,108,565
|
|
|
$
|
551,700
|
|
|
$
|
556,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For more information, see Business Investment
Portfolio on page 84.
Long-Term
Debt
From time to time we incur long-term debt to fund a portion of
the purchase price of acquisitions.
In February 2008, our wholly-owned subsidiary, Cumberland
Holdings Limited, or Cumberland, entered into a term facility
agreement jointly with a London-based bank and a German bank, or
the Cumberland Facility. On March 4, 2008, we drew down
AU$215.0 million (approximately $197.5 million) from
the Facility A Commitment, or Facility A, and
AU$86.0 million (approximately $79.0 million) from the
Facility B Commitment, or Facility B, to partially fund the
Gordian acquisition.
|
|
|
|
|
The interest rate on Facility A is LIBOR plus 2%. Facility A is
repayable in five years and is secured by a first charge over
Cumberlands shares in Gordian. Facility A contains various
financial and business covenants, including limitations on liens
on the stock of restricted subsidiaries, restrictions as to the
disposition of the stock of restricted subsidiaries and
limitations on mergers and consolidations. As of March 31,
2008, all of the financial covenants relating to Facility A were
met.
|
|
|
|
The interest rate on Facility B is LIBOR plus 2.75%. Facility B
is repayable in six years and is secured by a first charge over
Cumberlands shares in Gordian. Facility B contains various
financial and business covenants, including limitations on liens
on the stock of restricted subsidiaries, restrictions as to the
disposition of the stock of restricted subsidiaries and
limitations on mergers and consolidations. As of March 31,
2008, all of the financial covenants relating to Facility B were
met.
|
In February 2008, our wholly-owned subsidiary, Rombalds Limited,
or Rombalds, entered into a term facility agreement with a
London-based bank, or the Rombalds Facility. On
February 28, 2008, we drew down $32.5 million from the
Rombalds Facility to partially fund the acquisition of
Guildhall. The interest rate on the Rombalds Facility is LIBOR
plus 2%. The facility is repayable in five years and is secured
by a first charge over Rombalds shares in Guildhall. The
Rombalds Facility contains various financial and business
covenants, including limitations on liens on the stock of
restricted subsidiaries, restrictions as to the disposition of
the stock of restricted subsidiaries and limitations on mergers
and consolidations. As of March 31, 2008, all of the
financial covenants relating to the Rombalds Facility were met.
As of the date of this prospectus, we had no other outstanding
long-term debt.
Commitments
We have committed to invest up to $100 million in J.C.
Flowers II, L.P., or the Flowers Fund. During 2008, we funded a
total of $24.4 million of our outstanding capital
commitment to the Flowers Fund, bringing our remaining
outstanding commitment to the fund to $49.7 million as of
March 31, 2008. We intend to use cash on hand to fund our
remaining commitment.
62
On March 28, 2008, we committed to subscribe for our
pro-rata share of the rights offering in New NIB Partners L.P.,
or New NIB. Our total commitment was 5.0 million
(approximately $7.9 million) and was paid to New NIB on
April 11, 2008. We own approximately 1.6% of New NIB, which
owns approximately 79% of NIBC Holding N.V. (formerly, NIB
Capital N.V.) and its affiliates, or NIBC.
On March 31, 2008, we guaranteed the obligations of two of
our subsidiaries in respect of letters of credit issued on their
behalf by London-based banks in the amount of
£19.5 million (approximately $38.7 million) in
respect of capital commitments to Lloyds Syndicate 2008
and insurance contract requirements of one of the subsidiaries.
The guarantees will be triggered should losses incurred by the
subsidiaries exceed available cash on hand resulting in the
letters of credit being drawn. As of the date of this
prospectus, we have not recorded any liabilities associated with
the guarantees.
We have made a capital commitment of up to $10 million in
the GSC European Mezzanine Fund II, LP, or GSC. GSC invests
in mezzanine securities of middle and large market companies
throughout Western Europe. As of March 31, 2008, the
capital contributed to GSC was $5.3 million, with the
remaining commitment being $4.7 million. The
$10 million represents 8.5% of the total commitments made
to GSC.
Aggregate
Contractual Obligations
The following table shows our aggregate contractual obligations
by time period remaining to due date as of March 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than
|
|
|
1-3
|
|
|
3-5
|
|
|
More Than
|
|
Payments Due by Period:
|
|
Total
|
|
|
1 Year
|
|
|
Years
|
|
|
Years
|
|
|
5 Years
|
|
|
|
|
|
|
(In millions of U.S. dollars)
|
|
|
|
|
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment commitments
|
|
$
|
62.3
|
|
|
$
|
24.6
|
|
|
$
|
35.5
|
|
|
$
|
1.8
|
|
|
$
|
0.4
|
|
Operating lease obligations
|
|
|
7.8
|
|
|
|
1.3
|
|
|
|
3.6
|
|
|
|
1.8
|
|
|
|
1.1
|
|
Loan repayments
|
|
|
327.2
|
|
|
|
19.4
|
|
|
|
|
|
|
|
229.3
|
|
|
|
78.5
|
|
Gross reserves for losses and loss adjustment expenses
|
|
|
2,700.7
|
|
|
|
272.1
|
|
|
|
831.9
|
|
|
|
620.7
|
|
|
|
976.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,098.0
|
|
|
$
|
317.4
|
|
|
$
|
871.0
|
|
|
$
|
853.6
|
|
|
$
|
1,056.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts included in gross reserves for losses and loss
adjustment expenses reflect the estimated timing of expected
loss payments on known claims and anticipated future claims.
Both the amount and timing of cash flows are uncertain and do
not have contractual payout terms. For a discussion of these
uncertainties, see Critical Accounting
Policies Loss and Loss Adjustment Expenses on
page 33.
We have an accrued liability of approximately $12.5 million
for unrecognized tax benefits as of March 31, 2008. We are
not able to make reasonably reliable estimates of the period in
which any cash settlements that may arise with any of the
respective tax authorities would be made. Therefore the
liability for unrecognized tax benefits is not included in the
table above.
Off-Balance
Sheet and Special Purpose Entity Arrangements
At March 31, 2008, we have not entered into any off-balance
sheet arrangements.
Quantitative
And Qualitative Disclosures About Market Risk
Our balance sheets include a substantial amount of assets and to
a lesser extent liabilities whose fair values are subject to
market risks. Market risk represents the potential for an
economic loss due to adverse changes in the fair value of a
financial instrument. Our most significant market risks are
primarily associated with changes in interest rates and foreign
currency exchange rates. The following provides analysis on the
potential effects that these market risk exposures could have on
the future earnings.
63
Interest
Rate Risk
We have calculated the effect that an immediate parallel shift
in the U.S. interest rate yield curve would have on our
investments at March 31, 2008. The modeling of this effect
was performed on our investments classified as either trading or
available-for-sale, as a shift in the yield curve would not have
an impact on our fixed income investments classified as held to
maturity because they are carried at purchase cost adjusted for
amortization of premiums and discounts. The results of this
analysis are summarized in the table below.
Interest
Rate Movement Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Shift in Basis Points
|
|
|
|
−50
|
|
|
−25
|
|
|
0
|
|
|
+25
|
|
|
+50
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Total Market Value
|
|
$
|
725,690
|
|
|
$
|
677,182
|
|
|
$
|
628,673
|
|
|
$
|
580,164
|
|
|
$
|
531,656
|
|
Market Value Change from Base
|
|
|
15.0
|
%
|
|
|
8.0
|
%
|
|
|
0.0
|
%
|
|
|
(8.0
|
)%
|
|
|
(15.0
|
)%
|
Change in Unrealized Value
|
|
$
|
97,017
|
|
|
$
|
48,509
|
|
|
$
|
|
|
|
$
|
(48,509
|
)
|
|
$
|
(97,017
|
)
|
As a holder of fixed income securities we also have exposure to
credit risk. In an effort to minimize this risk, our investment
guidelines have been defined to ensure that the fixed income
portfolio is invested in high-quality securities. As of
March 31, 2008, approximately 89.9% of our fixed income
investment portfolio was rated AA- or better by
Standard & Poors.
Effects
of Inflation
We do not believe that inflation has had a material effect on
our consolidated results of operations. Loss reserves are
established to recognize likely loss settlements at the date
payment is made. Those reserves inherently recognize the
anticipated effects of inflation. The actual effects of
inflation on our results cannot be accurately known, however,
until claims are ultimately resolved.
Foreign
Currency Risk
Through our subsidiaries, we conduct business in a variety of
non-U.S. currencies,
the principal exposures being in the currencies set out in the
table below. Assets and liabilities denominated in foreign
currencies are exposed to changes in currency exchange rates. As
our functional currency is the U.S. Dollar, exchange rate
fluctuations may materially impact our results of operations and
financial position. We currently do not use foreign currency
hedges to manage our foreign currency exchange risk. We, where
possible, manage our exposure to foreign currency exchange risk
by broadly matching our
non-U.S. Dollar
denominated assets against our
non-U.S. Dollar
denominated liabilities. This matching process is done quarterly
in arrears and therefore any mismatches occurring in the period
may give rise to foreign exchange gains and losses, which could
adversely affect our operating results. We are, however,
required to maintain assets in
non-U.S. Dollars
to meet certain local country branch requirements, which
restricts our ability to manage these exposures through the
matching of our assets and liabilities.
The table below summarizes our gross and net exposure as of
March 31, 2008 to foreign currencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBP
|
|
|
Euro
|
|
|
AUD
|
|
|
CDN
|
|
|
Other
|
|
|
Total
|
|
|
|
(In millions of U.S. dollars)
|
|
|
Total Assets
|
|
$
|
1,087.6
|
|
|
$
|
146.7
|
|
|
$
|
221.7
|
|
|
$
|
18.4
|
|
|
$
|
25.0
|
|
|
$
|
1,499.4
|
|
Total Liabilities
|
|
|
900.0
|
|
|
|
143.7
|
|
|
|
89.8
|
|
|
|
7.3
|
|
|
|
24.4
|
|
|
|
1,165.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Foreign Currency Exposure
|
|
$
|
187.6
|
|
|
$
|
3.0
|
|
|
$
|
131.9
|
|
|
$
|
11.1
|
|
|
$
|
0.6
|
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$
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334.2
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Excluding any tax effects, as of March 31, 2008, a 10%
change in the U.S. Dollar relative to the other currencies
held by us would have resulted in a $33.4 million change in
the net assets held by us.
64
BUSINESS
Company
Overview
We were formed in August 2001 under the laws of Bermuda to
acquire and manage insurance and reinsurance companies in
run-off, and to provide management, consulting and other
services to the insurance and reinsurance industry. Since our
formation, we, through our subsidiaries, have completed several
acquisitions of insurance and reinsurance companies and are now
administering those businesses in run-off. Insurance and
reinsurance companies we acquire that are in run-off no longer
underwrite new policies. In addition, we provide management and
consultancy services, claims inspection services and reinsurance
collection services to our affiliates and third-party clients
for both fixed and success-based fees.
Our primary corporate objective is to grow our tangible net book
value. We believe growth in our tangible net book value is
driven primarily by growth in our net earnings, which is in turn
partially driven by successfully completing new acquisitions.
We evaluate each opportunity presented by carefully reviewing
the portfolios risk exposures, claim practices, reserve
requirements and outstanding claims, and seek an appropriate
discount
and/or
seller indemnification to reflect the uncertainty contained in
the portfolios reserves. Based on this initial analysis,
we can determine if a company or portfolio of business would add
value to our current portfolio of run-off business. If we
determine to pursue the purchase of a company in run-off, we
then proceed to price the acquisition in a manner we believe
will result in positive operating results based on certain
assumptions including, without limitation, our ability to
favorably resolve claims, negotiate with direct insureds and
reinsurers, and otherwise manage the nature of the risks posed
by the business.
Initially, at the time we acquire a company in run-off, we
estimate the fair value of liabilities acquired based on
external actuarial advice, as well as our own views of the
exposures assumed. While we earn a larger share of our total
return on an acquisition from commuting the liabilities that we
have assumed, we also try to maximize reinsurance recoveries on
the assumed portfolio.
In the primary (or direct) insurance business, the insurer
assumes risk of loss from persons or organizations that are
directly subject to the given risks. Such risks may relate to
property, casualty, life, accident, health, financial or other
perils that may arise from an insurable event. In the
reinsurance business, the reinsurer agrees to indemnify an
insurance or reinsurance company, referred to as the ceding
company, against all or a portion of the insurance risks arising
under the policies the ceding company has written or reinsured.
When an insurer or reinsurer stops writing new insurance
business, either entirely or with respect to a particular line
of business, the insurer, reinsurer, or the line of discontinued
business is in run-off.
In recent years, the insurance industry has experienced
significant consolidation. As a result of this consolidation and
other factors, the remaining participants in the industry often
have portfolios of business that are either inconsistent with
their core competency or provide excessive exposure to a
particular risk or segment of the market (i.e.,
property/casualty, asbestos, environmental, director and officer
liability, etc.). These non-core
and/or
discontinued portfolios are often associated with potentially
large exposures and lengthy time periods before resolution of
the last remaining insured claims resulting in significant
uncertainty to the insurer or reinsurer covering those risks.
These factors can distract management, drive up the cost of
capital and surplus for the insurer or reinsurer, and negatively
impact the insurers or reinsurers credit rating,
which makes the disposal of the unwanted company or portfolio an
attractive option. Alternatively, the insurer may wish to
maintain the business on its balance sheet, yet not divert
significant management attention to the run-off of the
portfolio. The insurer or reinsurer, in either case, is likely
to engage a third party, such as us, that specializes in run-off
management to purchase the company or portfolio, or to manage
the company or portfolio in run-off.
In the sale of a run-off company, a purchaser, such as us,
typically pays a discount to the book value of the company based
on the risks assumed and the relative value to the seller of no
longer having to manage the company in run-off. Such a
transaction can be beneficial to the seller because it receives
an up-front payment for the company, eliminates the need for its
management to devote any attention to the disposed company and
removes the risk that
65
the established reserves related to the run-off business may
prove to be inadequate. The seller is also able to redeploy its
management and financial resources to its core businesses.
Alternatively, if the insurer or reinsurer hires a third party,
such as us, to manage its run-off business, the insurer or
reinsurer will, unlike in a sale of the business, receive little
or no cash up front. Instead, the management arrangement may
provide that the insurer or reinsurer will retain the profits,
if any, derived from the run-off with certain incentive payments
allocated to the run-off manager. By hiring a run-off manager,
the insurer or reinsurer can outsource the management of the
run-off business to experienced and capable individuals, while
allowing its own management team to focus on the insurers
or reinsurers core businesses. Our desired approach to
managing run-off business is to align our interests with the
interests of the owners through both fixed management fees and
certain incentive payments. Under certain management
arrangements to which we are a party, however, we receive only a
fixed management fee and do not receive any incentive payments.
Following the purchase of a run-off company or the engagement to
manage a run-off company or portfolio of business, it is
incumbent on the new owner or manager to conduct the run-off in
a disciplined and professional manner in order to efficiently
discharge the liabilities associated with the business while
preserving and maximizing its assets. Our approach to managing
our acquired companies in run-off, as well as run-off companies
or portfolios of businesses on behalf of third-party clients,
includes negotiating with third-party insureds and reinsureds to
commute their insurance or reinsurance agreement for an agreed
upon up-front payment by us, or the third-party client, and to
more efficiently manage payment of insurance and reinsurance
claims. We attempt to commute policies with direct insureds or
reinsureds in order to eliminate uncertainty over the amount of
future claims. Commutations and policy buy-backs provide an
opportunity for the company to exit exposures to certain
policies and insureds generally at a discount to the ultimate
liability and provide the ability to eliminate exposure to
further losses. Such a strategy also contributes to the
reduction in the length of time and future cost of the run-off.
Following the acquisition of a company in run-off, or new
consulting engagement, we will spend time analyzing the acquired
exposures and reinsurance receivables on a
policyholder-by-policyholder
basis. This analysis enables us to identify those policyholders
and reinsurers we wish to approach to discuss commutation or
policy buy-back. Furthermore, following the acquisition of a
company in run-off, or new consulting engagement, we will often
be approached by policyholders or reinsurers requesting
commutation or policy buy-back. In these instances we will also
carry out a full analysis of the underlying exposures in order
to determine the viability of a proposed commutation or policy
buy-back. From the initial analysis of the underlying exposures
it may take several months, or even years, before a commutation
or policy buy-back is completed. In a number of cases, if we and
the policyholder or reinsurer are unable to reach a commercially
acceptable settlement, the commutation or policy buy-back may
not be achievable, in which case we will continue to settle
valid claims from the policyholder, or collect reinsurance
receivables from the reinsurer, as they become due.
Insureds and reinsureds are often willing to commute with us,
subject to receiving an acceptable settlement, as this provides
certainty of recovery of what otherwise may be claims that are
disputed in the future, and often provides a meaningful up-front
cash receipt that, with the associated investment income, can
provide funds to meet future claim payments or even commutation
of their underlying exposure. Therefore, subject to negotiating
an acceptable settlement, all of our insurance and reinsurance
liabilities and reinsurance receivables are able to be either
commuted or settled by way of policy buy-back over time. Many
sellers of companies that we acquire have secure claims paying
ratings and ongoing underwriting relationships with insureds and
reinsureds, which often hinders their ability to commute the
underlying insurance or reinsurance policies. Our lack of claims
paying rating and our lack of potential conflicts with insureds
and reinsureds of companies we acquire provides a greater
ability to commute the newly acquired policies than that of the
sellers.
We also attempt, where appropriate, to negotiate favorable
commutations with reinsurers by securing the receipt of a
lump-sum settlement from the reinsurer in complete satisfaction
of the reinsurers liability in respect of any future
claims. We, or the third-party client, are then fully
responsible for any claims in the future. We typically invest
proceeds from reinsurance commutations with the expectation that
such investments will produce income, which, together with the
principal, will be sufficient to satisfy future obligations with
respect to the acquired company or portfolio.
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Competitive
Strengths
We believe that our competitive strengths have enabled us, and
will continue to enable us, to capitalize on the opportunities
that exist in the run-off market. These strengths include:
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Experienced Management Team with Proven Track
Record. Dominic F. Silvester, our Chief Executive
Officer, Paul J. OShea and Nicholas A. Packer, our
Executive Vice Presidents and Joint Chief Operating Officers,
Richard J. Harris, our Chief Financial Officer, and John J.
Oros, our Executive Chairman, each have over 19 years of
experience in the insurance and reinsurance industry. The
extensive depth and knowledge of our management team provides us
with the ability to identify, select and price companies and
portfolios in run-off and to successfully manage those companies
and portfolios.
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Disciplined Approach to Acquisitions and Claims
Management. We believe in generating profits
through a disciplined, conservative approach to both
acquisitions and claims management. We closely analyze new
business opportunities to determine a companys inherent
value and our ability to profitably manage that company or a
portfolio of that company in run-off. We believe that our review
and claims management process, combined with management of
global exposures across our acquired businesses, allows us to
price acquisitions on favorable terms and to profitably run off
the companies and portfolios that we acquire and manage.
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Long-Standing Market Relationships. Our
management team has well-established personal relationships
across the insurance and reinsurance industry. We use these
market relationships to identify and source business
opportunities. We have also relied on those market relationships
to establish ourselves as a leader in the run-off market.
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Highly Qualified, Experienced and Ideally Located Employee
Base. We have been successful in recruiting a
highly qualified team of experienced claims, reinsurance,
financial, actuarial and legal staff in major insurance and
reinsurance centers, including Bermuda, the United Kingdom, the
United States and Australia. We believe the quality and breadth
of experience of our staff enable us to extract value from our
acquired businesses and to offer a wide range of professional
services to the industry.
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Financial Strength and Disciplined Investment
Approach. As of March 31, 2008, we had
approximately $464.8 million of shareholders equity.
We have maintained a strong balance sheet by following
conservative investment practices while seeking appropriate
returns. As of March 31, 2008, approximately 91% of our
invested assets were invested in fixed maturity securities,
98.7% of which were investment grade and 50.9% of which were
government securities. This financial strength allows us to
aggressively price acquisitions that fit within our core
competency. We believe that our financial strength has allowed
us to be recognized as a leader in the acquisition and
management of run-off companies and portfolios. Our conservative
approach to managing our balance sheet reflects our commitment
to maintaining our financial strength.
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Strategy
We intend to maximize our growth in tangible net book value by
using the following strategies:
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Solidify Our Leadership Position in the Run-Off Market by
Leveraging Managements Experience and
Relationships. We intend to continue to utilize
the extensive experience and significant relationships of our
senior management team to solidify our position as a leader in
the run-off segment of the insurance and reinsurance market. The
experience and reputation of our management team is expected to
generate opportunities for us to acquire or manage companies and
portfolios in run-off, and to price effectively the acquisition
or management of such businesses. Most importantly, we believe
the experience of our management team will continue to allow us
to manage the run-off of such businesses efficiently and
profitably.
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Professionally Manage Claims. We are
professional and disciplined in managing claims against
companies and portfolios we own or manage. Our management
understands the need to dispose of certain risks expeditiously
and cost-effectively by constantly analyzing changes in the
market and efficiently settling
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claims with the assistance of our experienced claims adjusters
and in-house and external legal counsel. When we acquire or
begin managing a company or portfolio, we initially determine
which claims are valid through the use of experienced in-house
adjusters and claims experts. We pay valid claims on a timely
basis, while relying on well-documented policy terms and
exclusions where applicable and litigation when necessary to
defend against paying invalid claims under existing policies and
reinsurance agreements.
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Commute Assumed Liabilities and Ceded Reinsurance
Assets. Using detailed analysis and actuarial
projections, we negotiate with the policyholders of the
insurance and reinsurance companies or portfolios we own or
manage with a goal of commuting insurance and reinsurance
liabilities for one or more agreed upon payments at a discount
to the ultimate liability. Such commutations can take the form
of policy buy-backs and structured settlements over fixed
periods of time. By acquiring companies that are direct
insurers, reinsurers or both, we are able to negotiate favorable
entity-wide commutations with reinsurers that would not be
possible if our subsidiaries had remained independent entities.
We also negotiate with reinsurers to commute their reinsurance
agreements providing coverage to our subsidiaries on terms that
we believe to be favorable based on then-current market
knowledge. We invest the proceeds from reinsurance commutations
with the expectation that such investments will produce income,
which, together with the principal, will be sufficient to
satisfy future obligations with respect to the acquired company
or portfolio.
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Continue to Commit to Highly Disciplined Acquisition,
Management and Reinsurance Practices. We utilize
a disciplined approach to minimize risk and increase the
probability of positive operating results from companies and
portfolios we acquire or manage. We carefully review acquisition
candidates and management engagements for consistency with
accomplishing our long-term objective of producing positive
operating results. We focus our investigation on risk exposures,
claims practices and reserve requirements. In particular, we
carefully review all outstanding claims and case reserves, and
follow a highly disciplined approach to managing allocated loss
adjustment expenses, such as the cost of defense counsel, expert
witnesses and related fees and expenses.
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Manage Capital Prudently. We pursue prudent
capital management relative to our risk exposure and liquidity
requirements to maximize profitability and long-term growth in
shareholder value. Our capital management strategy is to deploy
capital efficiently to acquisitions and to establish, and
re-establish when necessary, adequate loss reserves to protect
against future adverse developments.
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Recent
Acquisitions
On June 16, 2006, our indirect subsidiary, Enstar US, Inc.,
entered into a definitive agreement with Dukes Place Holdings,
L.P., a portfolio company of GSC European Mezzanine
Fund II, L.P., for the purchase of 44.4% of the outstanding
capital stock of Stonewall Acquisition Corporation. Stonewall
Acquisition Corporation is the parent of two Rhode
Island-domiciled insurers, Stonewall and Seaton, both of which
are in run-off. The purchase price is $20.4 million. On
May 27, 2008, the Rhode Island Department of Business
Regulation issued an order approving the proposed acquisition.
It is anticipated that the transaction will close in the
immediate future.
On March 5, 2008, we completed the acquisition of AMP
Limiteds, or AMPs, Australian-based closed
reinsurance and insurance operations, or Gordian. The purchase
price, including acquisition expenses, of AU$436.9 million
(approximately $405.4 million) was financed by
approximately AU$301 million (approximately
$276.5 million), including an arrangement fee of
AU$4.5 million (approximately $4.2 million), from bank
financing provided jointly by a London-based bank and a German
bank, in which the Flowers Fund is a significant shareholder of
the German bank; approximately AU$41.6 million
(approximately $39.5 million) from the Flowers Fund, by way
of non-voting equity participation; and approximately
AU$98.7 million (approximately $93.6 million) from
available cash on hand. The interest rate on the bank loan is
LIBOR plus 2.2% and is repayable within six years.
The Flowers Fund is a private investment fund advised by J.C.
Flowers & Co. LLC. J. Christopher Flowers, a member of
our board of directors and one of our largest shareholders, is
the founder and Managing Member of J.C. Flowers & Co.
LLC. John J. Oros, our Executive Chairman and a member of our
board of directors, is a Managing Director of J.C.
Flowers & Co LLC. Mr. Oros splits his time
between J.C. Flowers & Co. LLC and us.
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On February 29, 2008, we completed the acquisition of
Guildhall Insurance Company Limited, or Guildhall, a U.K.-based
insurance and reinsurance company that has been in run-off since
1986. The purchase price, including acquisition expenses, of
approximately £33.4 million (approximately
$65.9 million) was financed by the drawdown of
approximately £16.5 million (approximately
$32.5 million) from a U.S. dollar facility loan
agreement with a London-based bank; approximately
£5.0 million (approximately $10.0 million) from
the Flowers Fund, by way of non-voting equity participation; and
approximately £11.9 million (approximately
$23.5 million) from available cash on hand. The interest
rate on the bank loan is LIBOR plus 2% and is repayable within
five years.
In December 2007, we, in conjunction with JCF FPK I L.P., or JCF
FPK, and a newly-hired executive management team formed
Shelbourne Group Limited, or Shelbourne, to invest in
Reinsurance to Close or RITC transactions (the
transferring of liabilities from one Lloyds Syndicate to
another) with Lloyds of London insurance and reinsurance
syndicates in run-off. JCF FPK is a joint investment program
between Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC, or
FPK, and the Flowers Fund. Shelbourne is a holding company of a
Lloyds Managing Agency, Shelbourne Syndicate Services
Limited. We own 50.1% of Shelbourne, which in turn owns 100% of
Shelbourne Syndicate Services Limited, the Managing Agency for
Lloyds Syndicate 2008, a syndicate approved by
Lloyds of London on December 16, 2007 to undertake
RITC transactions with Lloyds syndicates in run-off. In
February 2008, Lloyds Syndicate 2008 entered into RITC
agreements with four Lloyds syndicates with total gross
insurance reserves of approximately $471.2 million.
On February 29, 2008, we funded our capital commitment of
approximately £36.0 million (approximately
$72.0 million) by way of a letter of credit issued by a
London-based bank to Lloyds Syndicate 2008. The letter of
credit was secured by a parental guarantee from us in the amount
of £12.0 million (approximately $24.0 million);
approximately £11.0 million (approximately
$22.0 million) from the Flowers Fund (acting in its own
capacity and not through JCF FPK), by way of a non-voting equity
participation; and approximately £13.0 million
(approximately $26.0 million) from available cash on hand.
JCF FPKs capital commitment to Lloyds Syndicate 2008
is approximately £14.0 million (approximately
$28.0 million). In addition, an affiliate of the Flowers
Fund controls approximately 41% of FPK.
On August 28, 2007, we completed the acquisition of Marlon
Insurance Company Limited, a reinsurance company in run-off, and
Marlon Management Services Limited for total consideration of
approximately $31.2 million, which was funded by
$15.3 million borrowed under a facility loan agreement with
a London-based bank and available cash on hand. Marlon Insurance
Company Limited and Marlon Management Services Limited, together
referred to herein as Marlon, are both U.K.-based companies. In
February 2008, the facility loan was repaid in full.
On June 12, 2007, we completed the acquisition of
Tate & Lyle Reinsurance Ltd., or Tate &
Lyle, for total consideration of approximately
$5.9 million. Tate & Lyle is a Bermuda-based
reinsurance company.
On February 23, 2007, we, through Oceania Holdings Ltd, our
wholly-owned subsidiary, completed the acquisition of
Inter-Ocean Holdings Ltd., or Inter-Ocean. The total purchase
price was approximately $57.5 million, which was funded by
$26.8 million borrowed under a facility loan agreement with
a London-based bank and available cash on hand. Inter-Ocean owns
two reinsurers, one based in Bermuda and one based in Ireland.
Both of these companies wrote international reinsurance and had
in place retrocessional policies providing for the full
reinsurance of all of the risks they assumed. In October 2007,
Oceania repaid its bank debt in full.
On January 31, 2007, we completed the Merger of CWMS
Subsidiary Corp., or CWMS, with and into The Enstar Group, Inc.,
or EGI, and, as a result, EGI, renamed Enstar USA, Inc., is now
our wholly-owned subsidiary. Prior to the Merger, EGI owned
approximately 32% economic and 50% voting interests in us. As a
result of the completion of the Merger, B.H. Acquisition is now
our wholly-owned subsidiary.
In November 2006, we, through Virginia Holdings Ltd., or
Virginia, purchased Unione Italiana (U.K.) Reinsurance Company
Limited, or Unione, a U.K. company, for approximately
$17.2 million. Unione underwrote business from the
1940s though to 1995. Prior to acquisition, Unione closed
the majority of its portfolio by way of a solvent scheme of
arrangement in the U.K. Uniones remaining business is a
portfolio of international insurance and reinsurance which has
been in run-off since 1971.
In October 2006, we, through our subsidiary Virginia, purchased
Cavell Holdings Limited (U.K.), or Cavell, for approximately
£31.8 million (approximately $59.5 million).
Cavell owns a U.K. reinsurance company and a Norwegian
69
reinsurer, both of which wrote portfolios of international
reinsurance business and went into run-off in 1993 and 1992,
respectively. The purchase price was funded by
$24.5 million borrowed under a facility loan agreement with
a London-based bank and available cash on hand. In February
2008, Virginia repaid its bank debt in full.
In March 2006, we and Shinsei Bank Limited, or Shinsei, through
Hillcot, completed the acquisition of Aioi Insurance Company of
Europe Limited, or Aioi Europe, a London-based subsidiary of
Aioi Insurance Company, Limited. Aioi Europe has underwritten
general insurance and reinsurance business in Europe for its own
account from 1982 until 2002 when it generally ceased
underwriting and placed its general insurance and reinsurance
business into run-off. The aggregate purchase price paid for
Aioi Europe was £62 million (approximately
$108.9 million), with £50 million in cash paid
upon the closing of the transaction and £12 million in
the form of a promissory note, payable twelve months from the
date of the closing. Upon completion of the transaction, Aioi
Europe changed its name to Brampton Insurance Company Limited.
We recorded an extraordinary gain of approximately
$4.3 million, net of minority interest, in 2006 relating to
the excess of the fair value of the net assets acquired over the
cost of this acquisition. In April 2006, Hillcot Holdings
Limited borrowed approximately $44 million from a
London-based bank to partially assist with the financing of the
Aioi Europe acquisition. Following a repurchase by Aioi Europe
of its shares valued at £40 million in May 2006,
Hillcot repaid the promissory note and reduced the bank
borrowing to $19.2 million, which is repayable in April
2010.
In May 2005, we, through one of our subsidiaries, purchased
Fieldmill Insurance Company Limited (formerly known as
Harleysville Insurance Company (UK) Limited) for approximately
$1.4 million.
Management
of Run-Off Portfolios
We are a party to several management engagements pursuant to
which we have agreed to manage the run-off portfolios of third
parties. Such arrangements are advantageous for third-party
insurers because they allow a third-party insurer to focus their
management efforts on their core competency while allowing them
to maintain the portfolio of business on their balance sheet. In
addition, our expertise in managing portfolios in run-off allows
the third-party insurer the opportunity to potentially realize
positive operating results if we achieve our objectives in
management of the run-off portfolio. We specialize in the
collection of reinsurance receivables through our subsidiary
Kinsale Brokers Limited. Through our subsidiaries, Enstar (US)
Inc. (formerly Castlewood (US) Inc.) and Cranmore Adjusters
Limited, we also specialize in providing claims inspection
services whereby we are engaged by third-party insurance and
reinsurance providers to review certain of their existing
insurance and reinsurance exposures, relationships, policies
and/or
claims history.
Our primary objective in structuring our management arrangements
is to align the third-party insurers interests with our
interests. Consequently, management agreements typically are
structured so that we receive fixed fees in connection with the
management of the run-off portfolio and also typically receive
certain incentive payments based on a portfolios positive
operating results.
Management
Agreements
We have eight management agreements with third-party clients to
manage certain run-off portfolios with gross loss reserves, as
of December 31, 2007, of approximately $1.7 billion.
The fees generated by these engagements include both fixed and
incentive-based remuneration based on our success in achieving
certain objectives. These agreements do not include the
recurring engagements managed by our claims inspection and
reinsurance collection subsidiaries, Cranmore Adjusters Limited
and Kinsale Brokers Limited, respectively.
Claims
Management and Administration
An integral factor to our success is our ability to analyze,
administer, manage and settle claims and related expenses, such
as loss adjustment expenses. Our claims teams are located in
different offices within our organization and provide global
claims support. We have implemented effective claims handling
guidelines along with claims reporting and control procedures in
all of our claims units. To ensure that claims are appropriately
handled and reported in accordance with these guidelines, all
claims matters are reviewed regularly, with all material claims
matters being circulated to and authorized by management prior
to any action being taken.
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When we receive notice of a claim, regardless of size and
regardless of whether it is a paid claim request or a reserve
advice, it is reviewed and recorded within its claims system,
reserving our rights where appropriate. Claims reserve movements
and payments are reviewed daily, with any material movements
being reported to management for review. This enables
flash reporting of significant events and potential
insurance or reinsurance losses to be communicated to senior
management worldwide on a timely basis irrespective from which
geographical location or business unit location the exposure
arises.
We are also able to efficiently manage claims and obtain savings
through our extensive relationships with defense counsel (both
in-house and external), third-party claims administrators and
other professional advisors and experts. We have developed
relationships and protocols to reduce the number of outside
counsel by consolidating claims of similar types and complexity
with experienced law firms specializing in the particular type
of claim. This approach has enabled us to more efficiently
manage outside counsel and other third parties, thereby reducing
expenses, and to establish closer relationships with ceding
companies.
When appropriate, we negotiate with direct insureds to buy back
policies either on favorable terms or to mitigate against
existing
and/or
potential future indemnity exposures and legal costs in an
uncertain and constantly evolving legal environment. We also
pursue commutations on favorable terms with ceding companies of
reinsurance business in order to realize savings or to mitigate
against potential future indemnity exposures and legal costs.
Such buy-backs and commutations typically eliminate all past,
present and future liability to direct insureds and reinsureds
in return for a lump sum payment.
With regard to reinsurance receivables, we manage cash flow by
working with reinsurers, brokers and professional advisors to
achieve fair and prompt payment of reinsured claims, taking
appropriate legal action to secure receivables where necessary.
We also attempt where appropriate to negotiate favorable
commutations with our reinsurers by securing a lump sum
settlement from reinsurers in complete satisfaction of the
reinsurers past, present and future liability in respect
of such claims. Properly priced commutations reduce the expense
of adjusting direct claims and pursuing collection of
reinsurance receivables (both of which may often involve
extensive legal expense), realize savings, remove the potential
future volatility of claims and reduce required regulatory
capital.
Reserves
for Unpaid Losses and Loss Adjustment Expense
Applicable insurance laws and generally accepted accounting
practices require us to maintain reserves to cover our estimated
losses under insurance policies that we have assumed and for
loss adjustment expense, or LAE, relating to the investigation,
administration and settlement of policy claims. Our LAE reserves
consist of both reserves for allocated loss adjustment expenses,
or ALAE, and for unallocated loss adjustment expenses, or ULAE.
ALAE are linked to the settlement of an individual claim or
loss, whereas ULAE reserve is based on our estimates of future
costs to administer the claims.
We and our subsidiaries establish losses and LAE reserves for
individual claims by evaluating reported claims on the basis of:
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our knowledge of the circumstances surrounding the claim;
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the severity of the injury or damage;
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the jurisdiction of the occurrence;
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the potential for ultimate exposure;
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the type of loss; and
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our experience with the line of business and policy provisions
relating to the particular type of claim.
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Because a significant amount of time can lapse between the
assumption of risk, the occurrence of a loss event, the
reporting of the event to an insurance or reinsurance company
and the ultimate payment of the claim on the loss event, the
liability for unpaid losses and LAE is based largely upon
estimates. Our management must use considerable judgment in the
process of developing these estimates. The liability for unpaid
losses and LAE for property and casualty business includes
amounts determined from loss reports on individual cases and
amounts for losses incurred but not reported, or IBNR. Such
reserves, including IBNR reserves, are estimated by management
71
based upon loss reports received from ceding companies,
supplemented by our own estimates of losses for which no ceding
company loss reports have yet been received.
In establishing reserves, management also considers actuarial
estimates of ultimate losses. Our actuaries employ generally
accepted actuarial methodologies and procedures to estimate
ultimate losses and loss expenses.
Our loss reserves are largely related to casualty exposures
including latent exposures primarily relating to asbestos and
environmental, or A&E, as discussed below. In establishing
the reserves for unpaid claims, management considers facts
currently known and the current state of the law and coverage
litigation. Liabilities are recognized for known claims
(including the cost of related litigation) when sufficient
information has been developed to indicate the involvement of a
specific insurance policy, and management can reasonably
estimate its liability. In addition, reserves are established to
cover loss development related to both known and unasserted
claims.
The estimation of unpaid claim liabilities is subject to a high
degree of uncertainty for a number of reasons. Unpaid claim
liabilities for property and casualty exposures in general are
impacted by changes in the legal environment, jury awards,
medical cost trends and general inflation. Moreover, for latent
exposures in particular, developed case law and adequate claims
history do not exist. There is significant coverage litigation
involved with these exposures which creates further uncertainty
in the estimation of the liabilities. Therefore, for these types
of exposures, it is especially unclear whether past claim
experience will be representative of future claim experience.
Ultimate values for such claims cannot be estimated using
reserving techniques that extrapolate losses to an ultimate
basis using loss development factors, and the uncertainties
surrounding the estimation of unpaid claim liabilities are not
likely to be resolved in the near future. There can be no
assurance that the reserves established by us will be adequate
or will not be adversely affected by the development of other
latent exposures. The actuarial methods used to estimate
ultimate loss and ALAE for our latent exposures are discussed
below.
For the non-latent loss exposures, a range of traditional loss
development extrapolation techniques is applied. Incremental
paid and incurred loss development methodologies are the most
commonly used methods. Traditional cumulative paid and incurred
loss development methods are used where inception-to-date,
cumulative paid and reported incurred loss development history
is available. These methods assume that groups of losses from
similar exposures will increase over time in a predictable
manner. Historical paid and incurred loss development experience
is examined for earlier underwriting years to make inferences
about how later underwriting years losses will develop.
Where company-specific loss information is not available or not
reliable, industry loss development information published by
reliable industry sources such as the Reinsurance Association of
America is considered.
The reserving process is intended to reflect the impact of
inflation and other factors affecting loss payments by taking
into account changes in historical payment patterns and
perceived trends. However, there is no precise method for the
subsequent evaluation of the adequacy of the consideration given
to inflation, or to any other specific factor, or to the way one
factor may affect another.
72
The loss development tables below show changes in our gross and
net loss reserves in subsequent years from the prior loss
estimates based on experience as of the end of each succeeding
year. The estimate is increased or decreased as more information
becomes known about the frequency and severity of losses for
individual years. A redundancy means the original estimate was
higher than the current estimate; a deficiency means that the
current estimate is higher than the original estimate. The first
table shows, in the first section of the table, our gross
reserve for unpaid losses (including IBNR losses) and LAE. The
second table shows, in the first section of the table, our
reserve for unpaid losses (including IBNR losses) and LAE net of
reinsurance. The second section of each table shows our
re-estimates of the reserve in later years. The third section of
each table shows the cumulative amounts of losses paid as of the
end of each succeeding year. The cumulative
redundancy line in each table represents, as of the date
indicated, the difference between the latest re-estimated
liability and the reserves as originally estimated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Loss and Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment Expense
|
|
Year Ended December 31,
|
|
Reserves
|
|
2001
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Reserves assumed
|
|
$
|
419,717
|
|
|
$
|
284,409
|
|
|
$
|
381,531
|
|
|
$
|
1,047,313
|
|
|
$
|
806,559
|
|
|
$
|
1,214,419
|
|
|
$
|
1,591,449
|
|
1 year later
|
|
|
348,279
|
|
|
|
302,986
|
|
|
|
365,913
|
|
|
|
900,274
|
|
|
|
909,984
|
|
|
|
1,227,427
|
|
|
|
|
|
2 years later
|
|
|
360,558
|
|
|
|
299,281
|
|
|
|
284,583
|
|
|
|
1,002,773
|
|
|
|
916,480
|
|
|
|
|
|
|
|
|
|
3 years later
|
|
|
359,771
|
|
|
|
278,020
|
|
|
|
272,537
|
|
|
|
1,012,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 years later
|
|
|
332,904
|
|
|
|
264,040
|
|
|
|
243,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 years later
|
|
|
316,257
|
|
|
|
242,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 years later
|
|
|
294,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Gross Paid Losses
|
|
2001
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
1 year later
|
|
$
|
97,036
|
|
|
$
|
43,721
|
|
|
$
|
19,260
|
|
|
$
|
110,193
|
|
|
$
|
117,666
|
|
|
$
|
90,185
|
|
|
|
|
|
2 years later
|
|
|
123,844
|
|
|
|
64,900
|
|
|
|
43,082
|
|
|
|
226,225
|
|
|
|
198,407
|
|
|
|
|
|
|
|
|
|
3 years later
|
|
|
142,282
|
|
|
|
84,895
|
|
|
|
61,715
|
|
|
|
305,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 years later
|
|
|
160,193
|
|
|
|
101,414
|
|
|
|
75,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 years later
|
|
|
174,476
|
|
|
|
110,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 years later
|
|
|
181,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Redundancy/ (Deficiency)
|
|
$
|
124,772
|
|
|
$
|
42,131
|
|
|
$
|
137,839
|
|
|
$
|
34,830
|
|
|
$
|
(109,921
|
)
|
|
$
|
(13,008
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss and Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment Expense
|
|
Year Ended December 31,
|
|
Reserves
|
|
2001
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Reserves assumed
|
|
$
|
224,507
|
|
|
$
|
184,518
|
|
|
$
|
230,155
|
|
|
$
|
736,660
|
|
|
$
|
593,160
|
|
|
$
|
872,259
|
|
|
$
|
1,163,485
|
|
1 year later
|
|
|
190,768
|
|
|
|
176,444
|
|
|
|
220,712
|
|
|
|
653,039
|
|
|
|
590,153
|
|
|
|
875,636
|
|
|
|
|
|
2 years later
|
|
|
176,118
|
|
|
|
178,088
|
|
|
|
164,319
|
|
|
|
652,195
|
|
|
|
586,059
|
|
|
|
|
|
|
|
|
|
3 years later
|
|
|
180,635
|
|
|
|
138,251
|
|
|
|
149,980
|
|
|
|
649,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 years later
|
|
|
135,219
|
|
|
|
129,923
|
|
|
|
136,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 years later
|
|
|
124,221
|
|
|
|
119,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 years later
|
|
|
114,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Net Paid Losses
|
|
2001
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
1 year later
|
|
$
|
38,634
|
|
|
$
|
10,557
|
|
|
$
|
11,354
|
|
|
$
|
78,488
|
|
|
$
|
79,398
|
|
|
$
|
43,896
|
|
|
|
|
|
2 years later
|
|
|
32,291
|
|
|
|
24,978
|
|
|
|
6,312
|
|
|
|
161,178
|
|
|
|
125,272
|
|
|
|
|
|
|
|
|
|
3 years later
|
|
|
44,153
|
|
|
|
17,304
|
|
|
|
9,161
|
|
|
|
206,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 years later
|
|
|
34,483
|
|
|
|
24,287
|
|
|
|
(1,803
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 years later
|
|
|
39,232
|
|
|
|
9,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 years later
|
|
|
23,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Redundancy/ (Deficiency)
|
|
$
|
110,132
|
|
|
$
|
64,997
|
|
|
$
|
93,544
|
|
|
$
|
87,304
|
|
|
$
|
7,101
|
|
|
$
|
(3,377
|
)
|
|
|
|
|
The $13.0 million gross deficiency arising in 2007 on gross
reserves carried at December 31, 2006 is comprised of
$44.3 million deficiency on one of our subsidiaries offset
by $31.3 million redundancy in our remaining insurance and
reinsurance entities. This subsidiary benefits from substantial
reinsurance protection such that the $44.3 million gross
deficiency is reduced to a $2.1 million net deficiency.
The following table provides a reconciliation of the liability
for losses and LAE, net of reinsurance ceded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Year Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reserves for losses and loss adjustment expenses, beginning
of period
|
|
$
|
1,163,485
|
|
|
$
|
872,259
|
|
|
$
|
872,259
|
|
|
$
|
593,160
|
|
|
$
|
736,660
|
|
|
$
|
230,155
|
|
|
$
|
184,518
|
|
Incurred related to prior years
|
|
|
685
|
|
|
|
2,510
|
|
|
|
(24,482
|
)
|
|
|
(31,927
|
)
|
|
|
(96,007
|
)
|
|
|
(13,706
|
)
|
|
|
(24,044
|
)
|
Paids related to prior years
|
|
|
3,375
|
|
|
|
523
|
|
|
|
(20,422
|
)
|
|
|
(75,293
|
)
|
|
|
(69,007
|
)
|
|
|
(19,019
|
)
|
|
|
(4,094
|
)
|
Effect of exchange rate movement
|
|
|
9,413
|
|
|
|
1,361
|
|
|
|
18,625
|
|
|
|
24,856
|
|
|
|
3,652
|
|
|
|
4,124
|
|
|
|
10,575
|
|
Retroactive reinsurance contracts assumed
|
|
|
394,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired on acquisition of subsidiaries
|
|
|
465,887
|
|
|
|
428,921
|
|
|
|
317,505
|
|
|
|
361,463
|
|
|
|
17,862
|
|
|
|
535,106
|
|
|
|
63,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reserves for losses and loss adjustment expenses, end of
period
|
|
$
|
2,037,758
|
|
|
$
|
1,305,574
|
|
|
$
|
1,163,485
|
|
|
$
|
872,259
|
|
|
$
|
593,160
|
|
|
$
|
736,660
|
|
|
$
|
230,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the table above, incurred losses and loss adjustment expenses
related to prior years represents changes in estimates of prior
period net loss and loss adjustment expense liabilities
comprising net incurred loss movements during a period and
changes in estimates of net IBNR liabilities. Net incurred
loss movements during a period comprise increases or reductions
in specific case reserves advised during the period to us by our
policyholders and attorneys, or by us to our reinsurers, less
claims settlements made during the period by us to our
policyholders, plus claim receipts made to us by our reinsurers.
Prior period estimates of net IBNR liabilities may change
as our management considers the combined impact of commutations,
policy buy-backs, settlement of losses on carried reserves and
the trend of incurred loss development compared to prior
forecasts. The trend of incurred loss development in any period
comprises the movement in net case reserves less net claims
settled during the period. See
Managements Discussion and Analysis of
Financial Condition and Results of Operations
Critical Accounting Policies Loss and
Loss Adjustment Expenses on page 33 for an
explanation of how the loss
74
reserving methodologies are applied to the movement, or
development, of net incurred losses during a period to estimate
IBNR liabilities.
Commutations provide an opportunity for us to exit exposures to
entire policies with insureds and reinsureds at a discount to
the previously estimated ultimate liability. Our internal and
external actuaries eliminate all prior historical loss
development that relates to commuted exposures and apply their
actuarial methodologies to the remaining aggregate exposures and
revised historical loss development information to reassess
estimates of ultimate liabilities.
Policy buy-backs provide an opportunity for us to settle
individual policies and losses usually at a discount to carried
advised loss reserves. As part of our routine claims settlement
operations, claims will settle at either below or above the
carried advised loss reserve. The impact of policy buy-backs and
the routine settlement of claims updates historical loss
development information to which actuarial methodologies are
applied often resulting in revised estimates of ultimate
liabilities. Our actuarial methodologies include industry
benchmarking which, under certain methodologies (discussed
further under Managements
Discussion and Analysis of Financial Condition and Results of
Operations Critical Accounting Policies on
page 33), compares the trend of our loss development to
that of the industry. To the extent that the trend of our loss
development compared to the industry changes in any period, it
is likely to have an impact on the estimate of ultimate
liabilities.
Three
Months Ended March 31, 2008
The net increase in loss and loss adjustment expense liabilities
for the three months ended March 31, 2008 and 2007 were
$0.7 million and $2.5 million, respectively. For 2008,
the increase was attributable to an increase in bad debt
provisions of $1.3 million, the amortization, over the
estimated payout period, of fair value adjustments relating to
companies acquired amounting to $6.5 million, partially
offset by the reduction in estimates of loss adjustment expense
liabilities of $7.1 million, to reflect 2008 run-off
activity. For 2007, the increase was attributable to an increase
in estimates of ultimate losses of $2.2 million, the
amortization, over the estimated payout period, of fair value
adjustments relating to companies acquired amounting to
$5.6 million, partially offset by the reduction in
estimates of loss adjustment expense liabilities of
$5.3 million to reflect 2007 run-off activity. The increase
in estimates of ultimate losses of $2.2 million resulted
from the commutation of one of our largest reinsurance
receivables.
Year
Ended December 31, 2007
Net reduction in loss and loss adjustment expense liabilities
for the year ended December 31, 2007 was
$24.5 million, excluding the impacts of adverse foreign
exchange rate movements of $18.6 million and including both
net reduction in loss and loss adjustment expense liabilities of
$9.0 million relating to companies acquired during the year
and premium and commission adjustments triggered by incurred
losses of $0.3 million.
The net reduction in loss and loss adjustment expense
liabilities for 2007 of $24.5 million was attributable to a
reduction in estimates of net ultimate losses of
$30.7 million and a reduction in estimates of loss
adjustment expense liabilities of $22.0 million, relating
to 2007 run-off activity, partially offset by an increase in
aggregate provisions for bad debt of $1.7 million,
primarily relating to companies acquired in 2006, and the
amortization, over the estimated payout period, of fair value
adjustments relating to companies acquired amounting to
$26.5 million.
The reduction in estimates of net ultimate losses of
$30.7 million comprised net adverse incurred loss
development of $1.0 million offset by reductions in
estimates of IBNR reserves of $31.7 million. An increase in
estimates of net ultimate losses of $2.1 million relating
to one of our insurance entities was offset by reductions in
estimates of net ultimate losses of $32.8 million in our
remaining insurance and reinsurance entities.
The net adverse incurred loss development of $1.0 million
and reductions in IBNR reserves of $31.7 million,
respectively, comprised the following:
(i) net adverse incurred loss development in one of our
reinsurance entities of $36.6 million, whereby advised case
reserves of $16.9 million were settled for net paid losses
of $53.5 million. This net adverse incurred loss
development resulted from the settlement of case and LAE
reserves above carried levels and from new loss advices,
partially offset by approximately 12 commutations of assumed and
ceded exposures below
75
carried reserve levels. Actuarial analysis of the remaining
unsettled loss liabilities resulted in a decrease in the
estimate of IBNR loss reserves of $13.1 million after
consideration of the $36.6 million adverse incurred loss
development during the year, and the application of the
actuarial methodologies to loss data pertaining to the remaining
non-commuted exposures. Of the 12 commutations completed for
this entity, three were among our top ten cedant exposures. The
remaining 9 were of a smaller size, consistent with our approach
of targeting significant numbers of cedant and reinsurer
relationships as well as targeting significant individual cedant
and reinsurer relationships. The entity in question also
benefits from substantial stop loss reinsurance protection
whereby the ultimate adverse loss development of
$23.4 million was largely offset by a recoverable from a
single AA- rated reinsurer such that a net ultimate loss of
$2.1 million was retained by us;
(ii) net favorable incurred loss development of
$29.0 million, comprising net paid loss recoveries,
relating to another one of our reinsurance companies, offset by
increases in net IBNR loss reserves of $29.0 million,
resulting in no ultimate gain or loss. This reinsurance company
has retrocessional arrangements providing for full reinsurance
of all risks assumed; and
(iii) net favorable incurred loss development of
$6.5 million in our remaining insurance and reinsurance
entities together with reductions in IBNR reserves of
$26.3 million. The net favorable incurred loss development
in our remaining insurance and reinsurance entities of
$6.6 million, whereby net advised case and LAE reserves of
$2.5 million were settled for net paid loss recoveries of
$4.0 million, arose from the settlement of non-commuted
losses in the year below carried reserves and approximately 57
commutations of assumed and ceded exposures at less than case
and LAE reserves. We adopt a disciplined approach to the review
and settlement of non-commuted claims through claims adjusting
and the inspection of underlying policyholder records such that
settlements of assumed exposures may often be achieved below the
level of the originally advised loss, and settlements of ceded
receivables may often be achieved at levels above carried
balances. The net reduction in the estimate of IBNR loss and
loss adjustment expense liabilities relating to our remaining
insurance and reinsurance companies amounted to
$26.3 million and results from the application of our
reserving methodologies to (a) the reduced historical
incurred loss development information relating to remaining
exposures after the 57 commutations, and (b) reduced case
and LAE reserves in the aggregate. Of the 57 commutations
completed during 2007 for our remaining reinsurance and
insurance companies, five were among our top ten cedant
and/or
reinsurance exposures. The remaining 52 were of a smaller size,
consistent with our approach of targeting significant numbers of
cedant and reinsurer relationships, as well as targeting
significant individual cedant and reinsurer relationships.
Year
Ended December 31, 2006
Net reduction in loss and loss adjustment expense liabilities
for the year ended December 31, 2006 was
$31.9 million, excluding the impacts of adverse foreign
exchange rate movements of $24.9 million and including both
net reduction in loss and loss adjustment expense liabilities of
$2.7 million relating to companies acquired during the year
and premium and commission adjustments triggered by incurred
losses of $1.3 million. The net reduction in loss and loss
adjustment expense liabilities for 2006 of $31.9 million
was attributable to a reduction in estimates of net ultimate
losses of $21.4 million, a reduction in estimates of loss
adjustment expense liabilities of $15.1 million relating to
2006 run-off activity, a reduction in aggregate provisions for
bad debt of $6.3 million, resulting from the collection of
certain reinsurance receivables against which bad debt
provisions had been provided in earlier periods, partially
offset by the amortization, over the estimated payout period, of
fair value adjustments relating to companies acquired amounting
to $10.9 million. The reduction in estimates of net
ultimate losses of $21.4 million comprised net adverse
incurred loss development of $37.9 million offset by
reductions in estimates of IBNR reserves of $59.3 million.
An increase in estimates of ultimate losses of $3.4 million
relating to one of our insurance entities was offset by
reductions in estimates of net ultimate losses of
$24.8 million in our remaining insurance and reinsurance
entities.
The adverse incurred loss development of $37.9 million,
whereby advised case and LAE reserves of $37.4 million were
settled for net paid losses of $75.3 million, comprised
adverse incurred loss development of $59.2 million relating
to one of our insurance companies partially offset by favorable
incurred loss development of $21.3 million relating to our
remaining insurance and reinsurance companies.
76
The adverse incurred loss development of $59.2 million
relating to one of our insurance companies was comprised of net
paid loss settlements of $81.3 million less reductions in
case and LAE reserves of $22.1 million and resulted from
the settlement of case and LAE reserves above carried levels and
from new loss advices, partially offset by approximately ten
commutations of assumed and ceded exposures below carried
reserves levels. Actuarial analysis of the remaining unsettled
loss liabilities resulted in an increase in the estimate of IBNR
loss reserves of $35.0 million after consideration of the
$59.2 million adverse incurred loss development during the
year, and the application of the actuarial methodologies to loss
data pertaining to the remaining non-commuted exposures. Factors
contributing to the increase include the establishment of a
reserve to cover potential exposure to lead paint claims, a
significant increase in asbestos reserves related to the
entitys single largest cedant (following a detailed review
of the underlying exposures), and a change in the assumed
A&E loss reporting time-lag as discussed further below. Of
the ten commutations completed for this entity, two were among
our top ten cedant
and/or
reinsurance exposures. The remaining eight were of a smaller
size, consistent with our approach of targeting significant
numbers of cedant and reinsurer relationships as well as
targeting significant individual cedant and reinsurer
relationships. The entity in question also benefits from
substantial stop loss reinsurance protection whereby the adverse
loss development of $59.2 million was largely offset by a
recoverable from a single AA- rated reinsurer. The increase in
estimated net ultimate losses of $3.4 million was retained
by us.
The favorable incurred loss development of $21.3 million,
relating to our remaining insurance and reinsurance companies,
whereby net advised case reserves of $15.3 million were
settled for net paid loss recoveries of $6.0 million, arose
from approximately 35 commutations of assumed and ceded
exposures at less than case and LAE reserves, where receipts
from ceded commutations exceeded settlements of assumed
exposures, and the settlement of non-commuted losses in the year
below carried reserves. We adopt a disciplined approach to the
review and settlement of non-commuted claims through claims
adjusting and the inspection of underlying policyholder records
such that settlements may often be achieved below the level of
the originally advised loss.
The net reduction in the estimate of IBNR loss and loss
adjustment expense liabilities relating to our remaining
insurance and reinsurance companies (i.e., excluding the net
$55.8 million reduction in IBNR reserves relating to the
entity referred to above) amounted to $3.5 million. This
net reduction is comprised of an increase of $19.8 million
resulting from (i) a change in assumptions as to the
appropriate loss reporting time lag for asbestos related
exposures from two to three years and for environmental
exposures from two to two and one-half years, which resulted in
an increase in net IBNR reserves of $6.4 million, and
(ii) a reduction in ceded IBNR recoverables of
$13.4 million resulting from the commutation of ceded
reinsurance protections. The increase in IBNR of
$19.8 million is offset by a reduction of
$23.3 million resulting from the application of our
reserving methodologies to (i) the reduced historical
incurred loss development information relating to remaining
exposures after the 35 commutations, and (ii) reduced
case and LAE reserves in the aggregate. Of the 35 commutations
completed during 2006 for the remaining of our reinsurance and
insurance companies, ten were among our top ten cedant
and/or
reinsurance exposures. The remaining 25 were of a smaller size,
consistent with our approach of targeting significant numbers of
cedant and reinsurer relationships as well as targeting
significant individual cedant and reinsurer relationships.
Year
Ended December 31, 2005
Net reduction in loss and loss adjustment expense liabilities
for the year ended December 31, 2005 was
$96.0 million, excluding the impacts of adverse foreign
exchange rate movements of $3.7 million and including both
net reduction in loss and loss adjustment expense liabilities of
$7.4 million relating to companies acquired during the year
and premium and commission adjustments triggered by incurred
losses of $1.3 million. The net reduction in loss and loss
adjustment expense liabilities for 2005 of $96.0 million
was attributable to a reduction in estimates of net ultimate
losses of $73.2 million, a reduction in estimates of loss
adjustment expense liabilities of $10.5 million, relating
to 2005 run-off activity, and a reduction in aggregate
provisions for bad debt of $20.2 million, resulting from
the collection of certain reinsurance receivables against which
bad debt provisions had been provided in earlier periods,
partially offset by the amortization, over the estimated payout
period, of fair value adjustments relating to companies acquired
amounting to $7.9 million. The reduction in estimates of
net ultimate losses of $73.2 million was comprised of
favorable incurred loss development during the year of
$5.9 million and reductions in estimates of IBNR reserves
of $67.3 million. The favorable incurred loss development,
whereby advised case and
77
LAE reserves of $74.9 million were settled for net paid
losses of $69.0 million, arose from approximately 68
commutations of assumed and ceded exposures at less than case
and LAE reserves and the settlement of non-commuted losses in
the year below carried reserves. we adopt a disciplined
approach, through claims adjusting and the inspection of
underlying policyholder records, to the review and settlement of
non-commuted claims such that settlements may often be achieved
below the level of the originally advised loss.
The $67.3 million reduction in the estimate of IBNR loss
and loss adjustment expense liabilities resulted from the
application of our reserving methodologies to (i) the
reduced historical incurred loss development information
relating to remaining exposures after the 68 commutations, and
(ii) reduced case and LAE reserves in the aggregate. The
application of our reserving methodologies to the reduced
historical incurred loss development information relating to our
remaining exposures after elimination of the historical loss
development relating to the 68 commuted exposures had the
following effects (with the methodologies that weighed most
heavily in the analysis for this period listed first):
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Under the Ultimate-to-Incurred Method, the application of the
ratio of estimated industry ultimate losses to industry
incurred-to-date losses to our reduced incurred-to-date losses
resulted in reduced estimates of loss reserves.
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Application of the Paid Survival Ratio Method to the reduced
historical loss development information resulted in lower
expected average annual payment amounts compared to the previous
year, which, when multiplied by the expected industry benchmark
for future number of payment years, led to reductions in our
estimated loss reserves.
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Under the Paid Market Share Method, our reduced historical
calendar year payments resulted in a reduction of our indicated
market share of industry paid losses and thus our market share
of estimated industry loss reserves.
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Under the Reserve-to-Paid Method, the application of the ratio
of industry reserves to industry paid-to-date losses to our
reduced paid-to-date losses resulted in reduced estimates of
loss reserves.
|
Under the IBNR:Case Ratio Method, the application of ratios of
industry IBNR reserves to industry case reserves to our case
reserves resulted in reduced estimates of IBNR loss reserves as
a result of the aggregate reduction, combining the impact of
commutations and settlement of non-commuted losses, in our case
and LAE reserves of $74.9 million during the year. As such
case and LAE reserves were settled for less than
$74.9 million, the IBNR reserves determined under the
IBNR:Case Ratio Method associated with such case reserves were
eliminated. See Managements Discussion
and Analysis of Financial Condition and Results of
Operations Critical Accounting Policies
Loss and Loss Adjustment Expenses on page 33 for a
further explanation of how the loss reserving methodologies are
applied to the movement, or development, of net incurred losses
during a period to estimate IBNR liabilities. Of the 68
commutations completed during 2005, ten were among the top ten
cedant
and/or
reinsurance exposures of our individual reinsurance subsidiaries
involved. The remaining 58 were of smaller size, consistent with
our approach of targeting significant numbers of cedant and
reinsurer relationships as well as targeting significant
individual cedant and reinsurer relationships.
Year
Ended December 31, 2004
Net reduction in loss and loss adjustment expense for the year
ended 2004 amounted to $13.7 million, excluding the impacts
of adverse foreign exchange rate movements of $4.1 million
and including premium and commission adjustments triggered by
incurred losses of $0.1 million. Total favorable net
incurred loss development during 2004 of $14.7 million,
whereby advised case and LAE reserves of $33.7 million were
settled for net paid losses of $19.0 million, included
adverse incurred development of A&E exposures the
combination of which resulted in a net increase in IBNR loss
reserves of $15.7 million. The increase in IBNR of
$15.7 million offset by the favorable incurred development
of $14.7 million resulted in an increase in net ultimate
losses of $1.0 million. The favorable incurred loss
development arose from approximately 36 commutations of assumed
and ceded exposures at less than case and LAE reserves and the
settlement of losses in the year below carried reserves. Of the
36 commutations completed during 2004, three were among the
top ten cedant
and/or
reinsurance exposures of our individual reinsurance subsidiaries
involved. The remaining 33 were of smaller size, consistent with
our approach
78
of targeting significant numbers of cedant and reinsurer
relationships as well as targeting significant individual cedant
and reinsurer relationships. There was no change to the
provisions for bad debts in 2004. In 2004, we reduced our
estimate of loss adjustment expense liabilities by
$14.7 million relating to 2004 run-off activity.
Year
Ended December 31, 2003
Net reduction in loss and loss adjustment expense liabilities
for the year ended December 31, 2003 was
$24.0 million, excluding the impacts of adverse foreign
exchange rate movements of $10.6 million and including net
reduction in loss and loss adjustment expense liabilities of
$5.4 million relating to companies acquired during the
year. The net reduction in loss and loss adjustment expense
liabilities for 2003 was primarily attributable to a reduction
in estimates of ultimate net losses of $13.6 million,
partly comprised of favorable incurred loss development during
the year of $5.8 million, whereby advised case and LAE
reserves of $9.9 million were settled for net paid losses
of $4.1 million. The favorable incurred loss development
arose from approximately 13 commutations of assumed and
ceded exposures at less than case and LAE reserves and the
settlement of losses in the year below carried reserves which
contributed to reductions in actuarial estimates of IBNR losses
of $7.8 million. Of the 13 commutations completed during
2003, two were among the top ten cedant
and/or
reinsurance exposures of our individual reinsurance subsidiaries
involved. The remaining 11 were of smaller size, consistent with
our approach of targeting significant numbers of cedant and
reinsurer relationships as well as targeting significant
individual cedant and reinsurer relationships. During 2003, we
reduced our estimate of loss adjustment expense liabilities by
$10.4 million relating to 2003 run-off activity.
Asbestos
and Environmental (A&E) Exposure
General
A&E Exposures
A number of our subsidiaries wrote general liability policies
and reinsurance prior to our acquisition of them under which
policyholders continue to present asbestos-related injury claims
and claims alleging injury, damage or
clean-up
costs arising from environmental pollution. These policies, and
the associated claims, are referred to as A&E exposures.
The vast majority of these claims are presented under policies
written many years ago.
There is a great deal of uncertainty surrounding A&E
claims. This uncertainty impacts the ability of insurers and
reinsurers to estimate the ultimate amount of unpaid claims and
related LAE. The majority of these claims differ from any other
type of claim because there is inadequate loss development and
there is significant uncertainty regarding what, if any,
coverage exists, to which, if any, policy years claims are
attributable and which, if any, insurers/reinsurers may be
liable. These uncertainties are exacerbated by lack of clear
judicial precedent and legislative interpretations of coverage
that may be inconsistent with the intent of the parties to the
insurance contracts and expand theories of liability. The
insurance and reinsurance industry as a whole is engaged in
extensive litigation over these coverage and liability issues
and is, thus, confronted with continuing uncertainty in its
efforts to quantify A&E exposures.
Our A&E exposure is administered out of our offices in the
United Kingdom and Rhode Island and centrally administered from
the United Kingdom. In light of the intensive claim settlement
process for these claims, which involves comprehensive fact
gathering and subject matter expertise, our management believes
that it is prudent to have a centrally administered claim
facility to handle A&E claims on behalf of all of our
subsidiaries. Our A&E claims staff, working in conjunction
with two
U.S.-qualified
attorneys experienced in A&E liabilities, proactively
administers, on a cost-effective basis, the A&E claims
submitted to our insurance and reinsurance subsidiaries.
We use industry benchmarking methodologies to estimate
appropriate IBNR reserves for our A&E exposures. These
methods are based on comparisons of our loss experience on
A&E exposures relative to industry loss experience on
A&E exposures. Estimates of IBNR are derived separately for
each relevant subsidiary of ours and, for some subsidiaries,
separately for distinct portfolios of exposure. The discussion
that follows describes, in greater detail, the primary actuarial
methodologies used by our independent actuaries to estimate IBNR
for A&E exposures.
In addition to the specific considerations for each method
described below, many general factors are considered in the
application of the methods and the interpretation of results for
each portfolio of exposures.
79
These factors include the mix of product types (e.g. primary
insurance versus reinsurance of primary versus reinsurance of
reinsurance), the average attachment point of coverages (e.g.
first-dollar primary versus umbrella over primary versus
high-excess), payment and reporting lags related to the
international domicile of our subsidiaries, payment and
reporting pattern acceleration due to large
wholesale settlements (e.g. policy buy-backs and
commutations) pursued by us, lists of individual risks remaining
and general trends within the legal and tort environments.
1. Paid Survival Ratio Method. In this
method, our expected annual average payment amount is multiplied
by an expected future number of payment years to get an
indicated reserve. Our historical calendar year payments are
examined to determine an expected future annual average payment
amount. This amount is multiplied by an expected number of
future payment years to estimate a reserve. Trends in calendar
year payment activity are considered when selecting an expected
future annual average payment amount. Accepted industry
benchmarks are used in determining an expected number of future
payment years. Each year, annual payments data is updated,
trends in payments are re-evaluated and changes to benchmark
future payment years are reviewed. This method has advantages of
ease of application and simplicity of assumptions. A potential
disadvantage of the method is that results could be misleading
for portfolios of high excess exposures where significant
payment activity has not yet begun.
2. Paid Market Share Method. In this
method, our estimated market share is applied to the industry
estimated unpaid losses. The ratio of our historical calendar
year payments to industry historical calendar year payments is
examined to estimate our market share. This ratio is then
applied to the estimate of industry unpaid losses. Each year,
calendar year payment data is updated (for both us and
industry), estimates of industry unpaid losses are reviewed and
the selection of our estimated market share is revisited. This
method has the advantage that trends in calendar-year market
share can be incorporated into the selection of company share of
remaining market payments. A potential disadvantage of this
method is that it is particularly sensitive to assumptions
regarding the time-lag between industry payments and our
payments.
3. Reserve-to-Paid Method. In this
method, the ratio of estimated industry reserves to industry
paid-to-date losses is multiplied by our paid-to-date losses to
estimate our reserves. Specific considerations in the
application of this method include the completeness of our
paid-to-date loss information, the potential acceleration or
deceleration in our payments (relative to the industry) due to
our claims handling practices, and the impact of large
individual settlements. Each year, paid-to-date loss information
is updated (for both us and the industry) and updates to
industry estimated reserves are reviewed. This method has the
advantage of relying purely on paid loss data and so is not
influenced by subjectivity of case reserve loss estimates. A
potential disadvantage is that the application to our portfolios
which do not have complete inception-to-date paid loss history
could produce misleading results. To address this potential
disadvantage, a variation of the method is also considered,
which multiplies the ratio of estimated industry reserves to
industry losses paid during a recent period of time (e.g.
5 years) times our paid losses during that period.
4. IBNR:Case Ratio Method. In this
method, the ratio of estimated industry IBNR reserves to
industry case reserves is multiplied by our case reserves to
estimate our IBNR reserves. Specific considerations in the
application of this method include the presence of policies
reserved at policy limits, changes in overall industry case
reserve adequacy and recent loss reporting history for us. Each
year, our case reserves are updated, industry reserves are
updated and the applicability of the industry IBNR:case ratio is
reviewed. This method has the advantage that it incorporates the
most recent estimates of amounts needed to settle open cases
included in current case reserves. A potential disadvantage is
that results could be misleading where our case reserve adequacy
differs significantly from overall industry case reserve
adequacy.
5. Ultimate-to-Incurred Method. In this
method, the ratio of estimated industry ultimate losses to
industry incurred-to-date losses is applied to our
incurred-to-date losses to estimate our IBNR reserves. Specific
considerations in the application of this method include the
completeness of our incurred-to-date loss information, the
potential acceleration or deceleration in our incurred losses
(relative to the industry) due to our claims handling practices
and the impact of large individual settlements. Each year
incurred-to-date loss information is updated (for both us and
the industry) and updates to industry estimated ultimate losses
are reviewed. This method has the advantage that it incorporates
both paid and case reserve information in projecting ultimate
losses. A potential
80
disadvantage is that results could be misleading where
cumulative paid loss data is incomplete or where our case
reserve adequacy differs significantly from overall industry
case reserve adequacy.
Within the annual loss reserve studies produced by our external
actuaries, exposures for each subsidiary are separated into
homogeneous reserving categories for the purpose of estimating
IBNR. Each reserving category contains either direct insurance
or assumed reinsurance reserves and groups relatively similar
types of risks and exposures (e.g. asbestos, environmental,
casualty and property) and lines of business written (e.g.
marine, aviation and non-marine). Based on the exposure
characteristics and the nature of available data for each
individual reserving category, a number of methodologies are
applied. Recorded reserves for each category are selected from
the indications produced by the various methodologies after
consideration of exposure characteristics, data limitations and
strengths and weaknesses of each method applied. This approach
to estimating IBNR has been consistently adopted in the annual
loss reserve studies for each period presented.
As of December 31, 2007, we had 19 separate insurance
and/or
reinsurance subsidiaries whose reserves are categorized into
approximately 146 reserve categories in total, including 22
distinct asbestos reserving categories and 20 distinct
environmental reserving categories.
The five methodologies described above are applied for each of
the 22 asbestos reserving categories and each of the 20
environmental reserving categories. As is common in actuarial
practice, no one methodology is exclusively or consistently
relied upon when selecting a recorded reserve. Consistent
reliance on a single methodology to select a recorded reserve
would be inappropriate in light of the dynamic nature of both
the A&E liabilities in general, and our actual exposure
portfolios in particular.
In selecting a recorded reserve, our management considers the
range of results produced by the methods, and the strengths and
weaknesses of the methods in relation to the data available and
the specific characteristics of the portfolio under
consideration. Trends in both our data and industry data are
also considered in the reserve selection process. Recent trends
or changes in the relevant tort and legal environments are also
considered when assessing methodology results and selecting an
appropriate recorded reserve amount for each portfolio.
The liability for unpaid losses and LAE, inclusive of A&E
reserves, reflects our best estimate for future amounts needed
to pay losses and related LAE as of each of the balance sheet
dates reflected in the financial statements herein in accordance
with GAAP. As of December 31, 2007, we had net loss
reserves of $355.2 million for asbestos-related claims and
$64.8 million for environmental pollution-related claims.
The following table provides an analysis of our gross and net
loss and ALAE reserves from A&E exposures at year-end 2007,
2006 and 2005 and the movement in gross and net reserves for
those years:
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2007
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2006
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2005
|
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Gross
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|
Net
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|
Gross
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|
|
Net
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Gross
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Net
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(In thousands of U.S. dollars)
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Provisions for A&E claims and ALAE at January 1,
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$
|
666,075
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|
|
$
|
389,086
|
|
|
$
|
578,079
|
|
|
$
|
385,021
|
|
|
$
|
743,294
|
|
|
$
|
481,214
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|
A&E losses and ALAE incurred during the year
|
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22,728
|
|
|
|
23,294
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|
|
|
90,482
|
|
|
|
43,617
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|
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(93,705
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)
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(32,668
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)
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A&E losses and ALAE paid during the year
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(57,184
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)
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(25,457
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)
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(80,333
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)
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(60,635
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)
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(78,635
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)
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(69,014
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)
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Provision for A&E claims and ALAE acquired during the year
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45,991
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|
|
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33,054
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|
|
|
77,847
|
|
|
|
21,083
|
|
|
|
7,125
|
|
|
|
5,489
|
|
|
|
|
|
|
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|
|
|
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|
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Provision for A&E claims and ALAE at December 31,
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$
|
677,610
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|
|
$
|
419,977
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|
|
$
|
666,075
|
|
|
$
|
389,086
|
|
|
$
|
578,079
|
|
|
$
|
385,021
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During 2007, excluding the impact of loss reserves acquired
during the year, our reserves for A&E liabilities decreased
by $34.5 million on a gross basis and by $2.2 million
on a net basis. The reduction arose from paid claims, successful
commutations, policy buy-backs, generally favorable claim
settlements and a reduction in IBNR resulting from actuarial
analysis of remaining liabilities during the year.
81
During 2006, excluding the impact of loss reserves acquired
during the year, our reserves for A&E liabilities increased
by $10.1 million on a gross basis and decreased by
$17.0 million on a net basis. The increase in gross
reserves arose from adverse incurred development and actuarial
analysis of remaining liabilities from one particular insurance
subsidiary of ours amounting to $104.7 million less claim
settlements of $73.2 million. As the entity in question
benefits from substantial reinsurance protection, the gross
incurred loss of $104.7 million is reduced to
$10.1 million on a net basis.
Excluding the impact of loss reserves acquired during the year,
our reserves for A&E liabilities decreased during 2005 by
$172.3 million on a gross basis ($101.7 million on a
net basis). The reduction arose from paid claims, successful
commutations, policy buybacks, generally favorable claim
settlements and actuarial analysis of remaining liabilities
during the year.
Asbestos continues to be the most significant and difficult mass
tort for the insurance industry in terms of claims volume and
expense. We believe that the insurance industry has been
adversely affected by judicial interpretations that have had the
effect of maximizing insurance recoveries for asbestos claims,
from both a coverage and liability perspective. Generally, only
policies underwritten prior to 1986 have potential asbestos
exposure, since most policies underwritten after this date
contain an absolute asbestos exclusion.
In recent years, especially from 2001 through 2003, the industry
has experienced increasing numbers of asbestos claims, including
claims from individuals who do not appear to be impaired by
asbestos exposure. Since 2003, however, new claim filings have
been fairly stable. It is possible that the increases observed
in the early part of the decade were triggered by various state
tort reforms (discussed immediately below). At this point, we
cannot predict whether claim filings will return to pre-2004
levels, remain stable, or begin to decrease.
Since 2001, several U.S. states have proposed, and in many
cases enacted, tort reform statutes that impact asbestos
litigation by, for example, making it more difficult for a
diverse group of plaintiffs to jointly file a single case,
reducing forum-shopping by requiring that a
potential plaintiff must have been exposed to asbestos in the
state in which
he/she files
a lawsuit, or permitting consolidation of discovery. These
statutes typically apply to suits filed after a stated date.
When a statute is proposed or enacted, asbestos defendants often
experience a marked increase in new lawsuits, as
plaintiffs attorneys seek to file suit before the
effective date of the legislation. Some of this increased claim
volume likely represents an acceleration of valid claims that
would have been brought in the future, while some claims will
likely prove to have little or no merit. As many of these claims
are still pending, we cannot predict what portion of the
increased number of claims represent valid claims. Also, the
acceleration of claims increases the uncertainty surrounding
projections of future claims in the affected jurisdictions.
During the same timeframe as tort reform, the U.S. federal
and various U.S. state governments sought comprehensive
asbestos reform to manage the growing court docket and costs
surrounding asbestos litigation, in addition to the increasing
number of corporate bankruptcies resulting from overwhelming
asbestos liabilities. Whereas the federal government has failed
to establish a national asbestos trust fund to address the
asbestos problem, several states, including Texas and Florida,
have implemented a medical criteria reform approach that only
permits litigation to proceed when a plaintiff can establish and
demonstrate actual physical impairment.
Much like tort reform, asbestos litigation reform has also
spurred a significant increase in the number of lawsuits filed
in advance of the laws enactment. We cannot predict
whether the drop off in the number of filed claims is due to the
accelerated number of filings or an actual trend decline in
alleged asbestos injuries.
Environmental
Pollution Exposures
Environmental pollution claims represent another significant
exposure for us. However, environmental pollution claims have
been developing as expected over the past few years as a result
of stable claim trends. Claims against Fortune
500 companies are generally declining, and while insureds
with single-site exposures are still active, in many cases
claims are being settled for less than initially anticipated due
to improved site remediation technology and effective policy
buy-backs.
Despite the stability of recent trends, there remains
significant uncertainty involved in estimating liabilities
related to these exposures. Unlike asbestos claims which are
generated primarily from allegedly injured private individuals,
environmental claims generally result from governmentally
initiated activities. First, the number of
82
waste sites subject to cleanup is unknown. Approximately 1,200
sites are included on the National Priorities List (NPL) of the
United States Environmental Protection Agency, or USEPA. State
authorities have separately identified many additional sites
and, at times, aggressively implement site cleanups. Second, the
liabilities of the insureds themselves are difficult to
estimate. At any given site, the allocation of remediation cost
among the potentially responsible parties varies greatly
depending upon a variety of factors. Third, as with asbestos
liability and coverage issues, judicial precedent regarding
liability and coverage issues regarding pollution claims does
not provide clear guidance. There is also uncertainty as to the
U.S. federal Superfund law itself and, at this
time, we cannot predict what, if any, reforms to this law might
be enacted by the U.S. federal government, or the effect of
any such changes on the insurance industry.
Other
Latent Exposures
While we do not view health hazard exposures such as silica and
tobacco as becoming a material concern, recent developments in
lead litigation have caused us to watch these matters closely.
Recently, municipal and state governments have had success,
using a public nuisance theory, pursuing the former makers of
lead pigment for the abatement of lead paint in certain home
dwellings. As lead paint was used almost exclusively into the
early 1970s, large numbers of old housing stock contain
lead paint that can prove hazardous to people and, particularly,
children. Although governmental success has been limited thus
far, we continue to monitor developments carefully due to the
size of the potential awards sought by plaintiffs.
Investments
Investment
Strategy and Guidelines
We derive a significant portion of our income from our invested
assets. As a result, our operating results depend in part on the
performance of our investment portfolio. Because of the
unpredictable nature of losses that may arise under our
insurance and reinsurance subsidiaries insurance or
reinsurance policies and as a result of our opportunistic
commutation strategy, our liquidity needs can be substantial and
may arise at any time. We generally follow a conservative
investment strategy designed to emphasize the preservation of
our invested assets and provide sufficient liquidity for the
prompt payment of claims and settlement of commutation payments.
As of March 31, 2008, we had cash and cash equivalents of
$1.8 billion. Our cash and cash equivalent portfolio is
comprised mainly of high-grade fixed deposits, commercial paper
with maturities of less than three months and liquid reserve
funds.
Our investment portfolio consists primarily of investment
grade-rated, liquid, fixed-maturity securities of
short-to-medium term duration, and mutual funds
89.7% of our total investment portfolio as of March 31,
2008 consisted of investment grade securities. In addition, we
have other investments, which are non-investment grade
securities these investments accounted for 10.3% of
our total investment portfolio as of March 31, 2008.
Assuming the commitments to the other investments were fully
funded as of March 31, 2008 out of cash balances on hand at
that time, the percentage of investments held in other than
investment grade securities would increase to 14.1%.
We strive to structure our investments in a manner that
recognizes our liquidity needs for future liabilities. In that
regard, we attempt to correlate the maturity and duration of our
investment portfolio to our general liability profile. If our
liquidity needs or general liability profile unexpectedly
change, we may not continue to structure our investment
portfolio in its current manner and would adjust as necessary to
meet new business needs.
Our investment performance is subject to a variety of risks,
including risks related to general economic conditions, market
volatility, interest rate fluctuations, foreign exchange risk,
liquidity risk and credit and default risk. Interest rates are
highly sensitive to many factors, including governmental
monetary policies, domestic and international economic and
political conditions and other factors beyond our control. A
significant increase in interest rates could result in
significant losses, realized or unrealized, in the value of our
investment portfolio. A significant portion of our
non-investment grade securities consists of alternative
investments that subject us to restrictions on redemption, which
may limit our ability to withdraw funds for some period of time
after the initial investment. The values of, and returns on,
such investments may also be more volatile.
83
Investment
Committee and Investment Manager
The investment committee of our board of directors supervises
our investment activity. The investment committee regularly
monitors our overall investment results which it ultimately
reports to the board of directors.
We have engaged Goldman Sachs & Co. to provide
investment management services. We have agreed to pay investment
management fees based on the month-end market values of a
portion of the investments in the portfolio. The fees, which
vary depending on the amount of assets under management, are
included in net investment income.
Investment
Portfolio
Accounting
Treatment
Our investments primarily consist of fixed income securities.
Our fixed income investments are comprised of
available-for-sale,
held to maturity and trading investments as defined in
FAS 115, Accounting for Certain Investments in Debt
and Equity Securities. Held to maturity investments are
carried at their amortized cost and both the
available-for-sale
and trading investments are carried at their fair value on the
balance sheet date. Unrealized holdings gains and losses on
trading investments, which represent the difference between the
amortized cost and the fair market value of securities, are
recorded as investment income in net earnings.
Composition
as of March 31, 2008
As of March 31, 2008, our aggregate invested assets totaled
approximately $3.0 billion. Aggregate invested assets
include cash and cash equivalents, restricted cash and cash
equivalents, fixed-maturity securities, equities, short-term
investments and other investments.
The following table shows the types of securities in our
portfolio, including cash equivalents, and their fair market
values and amortized costs as of March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair Market
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Cash and cash equivalents(1)
|
|
$
|
1,798,386
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,798,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government & agencies
|
|
|
550,292
|
|
|
|
13,853
|
|
|
|
(239
|
)
|
|
|
563,906
|
|
Non-U.S.
government securities
|
|
|
203,741
|
|
|
|
1,322
|
|
|
|
(73
|
)
|
|
|
204,990
|
|
Corporate securities
|
|
|
341,032
|
|
|
|
1,904
|
|
|
|
(3,267
|
)
|
|
|
339,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income
|
|
|
1,095,065
|
|
|
|
17,079
|
|
|
|
(3,579
|
)
|
|
|
1,108,565
|
|
Other investments
|
|
|
105,391
|
|
|
|
|
|
|
|
|
|
|
|
105,391
|
|
Equities
|
|
|
4,615
|
|
|
|
|
|
|
|
|
|
|
|
4,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
1,205,071
|
|
|
|
17,079
|
|
|
|
(3,579
|
)
|
|
|
1,218,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash & investments
|
|
$
|
3,003,457
|
|
|
$
|
17,079
|
|
|
$
|
(3,579
|
)
|
|
$
|
3,016,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes restricted cash and cash equivalents of $317,691. |
U.S.
Government and Agencies
U.S. government and agency securities are comprised
primarily of bonds issued by the U.S. Treasury, the Federal
Home Loan Bank, the Federal Home Loan Mortgage Corporation and
the Federal National Mortgage Association.
Non-U.S.
Government Securities
Non-U.S. government
securities represent the fixed income obligations of
non-U.S. governmental
entities.
84
Corporate
Securities
Corporate securities are comprised of bonds issued by
corporations that are diversified across a wide range of issuers
and industries. The largest single issuer of corporate
securities in our portfolio was Goldman Sachs Group Inc., which
represented 7.6% of the aggregate amount of corporate securities
and had a credit rating of AA- by Standard &
Poors, as of March 31, 2008.
Other
Investments
In December 2005, we invested in New NIB, a Province of Alberta
limited partnership, in exchange for an approximately 1.6%
limited partnership interest. New NIB was formed for the purpose
of purchasing, together with certain affiliated entities, 100%
of the outstanding share capital of NIBC. J. Christopher
Flowers, a member of our board of directors and one of our
largest shareholders, is a director of New NIB and is on the
supervisory board of NIBC. Certain affiliates of J.C. Flowers I
L.P., which is managed by J.C. Flowers & Co. LLC, of
which Mr. Flowers and Mr. John J. Oros, our Executive
Chairman, are managing directors, also participated in the
acquisition of NIBC. Certain of our officers and directors made
personal investments in New NIB.
We own a non-voting 7% membership interest in Affirmative
Investment LLC, or Affirmative. J.C. Flowers I LP, a private
investment fund formed by J.C. Flowers & Co. LLC, of
which Mr. Flowers and Mr. Oros are managing directors,
owns the remaining 93% interest in Affirmative. Affirmative owns
approximately 51.2% of the outstanding stock of Affirmative
Insurance Holdings, a publicly traded company.
We have a capital commitment of up to $10 million in the
GSC European Mezzanine Fund II, LP, or GSC. GSC invests in
mezzanine securities of middle and large market companies
throughout Western Europe. As of March 31, 2008, the
capital contributed to GSC was $5.3 million with the
remaining commitment being $4.7 million. The
$10 million represents 8.5% of the total commitments made
to GSC.
We have also committed to invest up to $100 million in the
Flowers Fund. During 2008, we funded a total of
$17.7 million of our remaining commitment to the Flowers
Fund, which increased our total contributions to the Flowers
Fund to $50.3 million as of March 31, 2008. We intend
to use cash on hand to fund our remaining commitment.
We have total investments of $34.4 million in two
Australian equity funds. One fund invests in a diversified
portfolio of high yielding debt assets which are spread across a
range of industry sectors. The second fund invests in funds
which invest in shares listed on the Australian Stock Exchange.
Equities
During 2007 we purchased two equity portfolios that invest in
both small and large market capitalization publicly traded
U.S. companies. The equity portfolios are actively managed
by a third-party manager.
Ratings
as of March 31, 2008
The investment ratings (provided by major rating agencies) for
our fixed income investments held as of March 31, 2008 and
the percentage of investments they represented on that date were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
Amortized
|
|
|
Fair Market
|
|
|
Total Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Market Value
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
U.S. government & agencies
|
|
$
|
550,292
|
|
|
$
|
563,905
|
|
|
|
50.9
|
%
|
AAA or equivalent
|
|
|
322,771
|
|
|
|
323,395
|
|
|
|
29.2
|
%
|
AA
|
|
|
121,716
|
|
|
|
122,031
|
|
|
|
11.0
|
%
|
A or equivalent
|
|
|
85,329
|
|
|
|
84,073
|
|
|
|
7.6
|
%
|
BBB and BB
|
|
|
14,957
|
|
|
|
15,161
|
|
|
|
1.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,095,065
|
|
|
$
|
1,108,565
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85
Maturity
Distribution as of March 31, 2008
The maturity distribution for our fixed income investments held
as of March 31, 2008 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair Market
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Due within one year
|
|
$
|
293,559
|
|
|
$
|
225
|
|
|
$
|
(165
|
)
|
|
$
|
293,619
|
|
Due after one year through five years
|
|
|
394,268
|
|
|
|
5,234
|
|
|
|
(839
|
)
|
|
|
398,663
|
|
Due after five years through ten years
|
|
|
224,496
|
|
|
|
5,207
|
|
|
|
(426
|
)
|
|
|
229,277
|
|
Due after ten years
|
|
|
182,742
|
|
|
|
6,413
|
|
|
|
(2,149
|
)
|
|
|
187,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,095,065
|
|
|
$
|
17,079
|
|
|
$
|
(3,579
|
)
|
|
$
|
1,108,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Returns for the Three Months ended March 31, 2008 and 2007
and the Years ended December 31, 2007 and
2006
Our investment returns for the three months ended March 31,
2008 and 2007 and the years ended December 31, 2007 and
2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
March 31, 2008
|
|
|
March 31, 2007
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Net investment income
|
|
$
|
590
|
|
|
$
|
19,938
|
|
|
$
|
64,087
|
|
|
$
|
48,099
|
|
Net realized (losses) gains
|
|
|
(1,084
|
)
|
|
|
571
|
|
|
|
249
|
|
|
|
(98
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment (loss) income and net realized gains (losses)
|
|
$
|
(494
|
)
|
|
$
|
20,509
|
|
|
$
|
64,336
|
|
|
$
|
48,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective annualized yield(1)
|
|
|
(1.95
|
)%
|
|
|
5.05
|
%
|
|
|
4.57
|
%
|
|
|
4.43
|
%
|
|
|
|
(1) |
|
Effective annualized yield is calculated by dividing net
investment income by the average balance of aggregate cash and
cash equivalents, equities and fixed income securities on an
amortized cost basis. Trading securities where the investment
return is for the benefit of insureds and reinsurers are
excluded from the calculation. |
Competition
We compete in international markets with domestic and
international reinsurance companies to acquire and manage
reinsurance companies in run-off. The acquisition and management
of reinsurance companies in run-off is highly competitive. Some
of these competitors have greater financial resources than we
do, have been operating for longer than we have and have
established long-term and continuing business relationships
throughout the reinsurance industry, which can be a significant
competitive advantage. As a result, we may not be able to
compete successfully in the future for suitable acquisition
candidates or run-off portfolio management engagements.
Employees
As of March 31, 2008, we had approximately
253 employees, 5 of whom were executive officers. All
non-Bermudian employees who operate out of our Bermuda office
are subject to approval of any required work permits. None of
our employees are covered by collective bargaining agreements,
and our management believes that our relationship with our
employees is excellent.
86
Legal
Proceedings
We are, from time to time, involved in various legal proceedings
in the ordinary course of business, including litigation
regarding claims. We do not believe that the resolution of any
currently pending legal proceedings, either individually or
taken as a whole, will have a material adverse effect on our
business, results of operations or financial condition.
Nevertheless, we cannot assure you that lawsuits, arbitrations
or other litigation will not have a material adverse effect on
our business, financial condition or results of operations. We
anticipate that, similar to the rest of the insurance and
reinsurance 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 asbestos and environmental claims.
There can be no assurance that any such future litigation will
not have a material adverse effect on our business, financial
condition or results of operations.
In April 2008, we, Enstar US, Dukes Place Limited and certain
affiliates of Dukes Place, or, collectively, Dukes Place, were
named as defendants in a lawsuit filed in the United States
District Court for the Southern District of New York by National
Indemnity Company, or NICO, an indirect subsidiary of Berkshire
Hathaway. The complaint alleges, among other things, that Dukes
Place, we and Enstar US: (i) interfered with the rights of
NICO as reinsurer under reinsurance agreements entered into
between NICO and each of Stonewall and Seaton, two Rhode Island
domiciled insurers that are indirect subsidiaries of Dukes
Place, and (ii) breached certain duties owed to NICO under
management agreements between Enstar US and each of Stonewall
and Seaton. The suit was filed shortly after Virginia Holdings
Ltd., our indirect subsidiary, or Virginia, completed a hearing
before the Rhode Island Department of Business Regulation as
part of Virginias application to buy a 44.4% interest in
the insurers from Dukes Place. The suit does not seek a stated
amount of damages. Our management and our US legal counsel
believe the claims in the suit are without merit and will not
have a material impact on us or our subsidiaries. Our management
intends to vigorously defend both us and Enstar US against the
claims.
87
MANAGEMENT
The table below sets forth certain information concerning our
directors and executive officers:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Dominic F. Silvester
|
|
|
48
|
|
|
Chief Executive Officer and Director
|
Paul J. OShea
|
|
|
50
|
|
|
Executive Vice President, Joint Chief Operating Officer and
Director
|
Nicholas A. Packer
|
|
|
45
|
|
|
Executive Vice President and Joint Chief Operating Officer
|
Richard J. Harris
|
|
|
46
|
|
|
Chief Financial Officer
|
John J. Oros
|
|
|
61
|
|
|
Executive Chairman and Director
|
J. Christopher Flowers
|
|
|
50
|
|
|
Director
|
Gregory L. Curl
|
|
|
59
|
|
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Director
|
Robert J. Campbell
|
|
|
59
|
|
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Director
|
T. Whit Armstrong
|
|
|
61
|
|
|
Director
|
T. Wayne Davis
|
|
|
61
|
|
|
Director
|
Paul J. Collins
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71
|
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Director
|
Dominic F. Silvester has served as a director and our
Chief Executive Officer since our formation in 2001. In 1993,
Mr. Silvester began a business venture in Bermuda to
provide run-off services to the insurance and reinsurance
industry. In 1995, the business was assumed by Enstar Limited,
which is now our subsidiary, for which Mr. Silvester was
the Chief Executive Officer. From 1988 until 1993,
Mr. Silvester served as the Chief Financial Officer of
Anchor Underwriting Managers Limited.
Paul J. OShea has served as a director, our
Executive Vice President and our Joint Chief Operating Officer
since our formation in 2001. Mr. OShea served as a
director and Executive Vice President of Enstar Limited, which
is now our subsidiary, from 1995 until 2001. In 1994,
Mr. OShea joined Messrs. Dominic F. Silvester
and Nicholas A. Packer in their run-off business venture in
Bermuda. From 1985 until 1994, he served as the Executive Vice
President, Chief Operating Officer and a director of Belvedere
Group/Caliban Group.
Nicholas A. Packer has served as our Executive Vice
President and our Joint Chief Operating Officer since our
formation in 2001. He served as one of our directors from
January 2007 to August 2007, when he resigned from that
position. From 1996 to 2001, Mr. Packer was Chief Operating
Officer of Enstar (EU) Limited, a wholly-owned subsidiary of
Enstar Limited, which is now itself our subsidiary.
Mr. Packer served as Enstar Limiteds Chief Operating
Officer from 1995 until 1996. From 1993 to 1995, Mr. Packer
joined Mr. Silvester in forming a run-off business venture
in Bermuda. Mr. Packer served as Vice President of Anchor
Underwriting Managers Limited from 1991 until 1993. Prior to
joining Anchor, he was a joint deputy underwriter at CH
Bohling & Others, an affiliate of Lloyds of
London.
Richard J. Harris has served as our Chief Financial
Officer since May 2003. From 2000 until April 2003,
Mr. Harris served as Managing Director of RiverStone
Holdings Limited & Subsidiary Companies, the European
run-off operations of Fairfax Financial Holdings Limited.
Previously, he served as the Chief Financial Officer of Sphere
Drake Group.
John J. Oros has served as a director since November 2001
and became our Executive Chairman on January 31, 2007.
Mr. Oros served as a director of The Enstar Group, Inc.
from 2000 through the Merger on January 31, 2007.
Mr. Oros served as Executive Vice President of The Enstar
Group, Inc. from March 2000 through June 2001, when
Mr. Oros was named President and Chief Operating Officer.
Following the Merger, Mr. Oros has continued to serve as
President of The Enstar Group, Inc., which is now named Enstar
USA, Inc. and is our wholly-owned subsidiary. Before joining The
Enstar Group, Inc., Mr. Oros was an investment banker at
Goldman, Sachs & Co. in the Financial Institutions
Group. Mr. Oros joined Goldman, Sachs & Co. in
1980 and was made a General Partner in 1986. Mr. Oros
resigned from Goldman, Sachs & Co. in March 2000 to
join The Enstar Group, Inc. In February 2006, Mr. Oros
became a Managing Director of J.C. Flowers & Co. LLC,
which serves as investment advisor to
88
J.C. Flowers II L.P., a private equity fund affiliated
with J. Christopher Flowers, another of our directors.
Mr. Oros splits his time between J.C. Flowers &
Co. LLC and us.
J. Christopher Flowers has been a director since
November 2001. Mr. Flowers served as a director of The
Enstar Group, Inc. from October 1996 through the Merger on
January 31, 2007, including serving as Vice Chairman of the
board of The Enstar Group, Inc. from December 1998 through July
2003. Mr. Flowers has been a Managing Director of J.C.
Flowers & Co., LLC, a financial services investment
advisory firm, since 2002. Mr. Flowers is a director of
Shinsei Bank Limited (since 2000), NIBC Capital Bank N.V. (since
2005), Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC (since
2006) and HSH-Nordbank AG (since 2006).
Gregory L. Curl became a director of on January 31,
2007 in connection with the completion of the Merger.
Mr. Curl served as a director of The Enstar Group, Inc.
from July 2003 through the Merger. Mr. Curl has been
Director of Corporate Planning and Strategy for Bank of America
since December 1998. Previously, Mr. Curl was Vice Chairman
of Corporate Development and President of Specialized Lending
for Bank of America from 1997 to 1998.
Robert J. Campbell was appointed to the position of
director in August 2007. Mr. Campbell has been a Partner
with the investment advisory firm of Beck, Mack &
Oliver, LLC since 1990. Since 1999, Mr. Campbell has also
served as a director of Camden National Corporation.
T. Whit Armstrong became a director on
January 31, 2007 in connection with the completion of the
Merger. Mr. Armstrong served as a director of The Enstar
Group, Inc. from June 1990 through the Merger.
Mr. Armstrong has been President, Chief Executive Officer
and Chairman of the Board of The Citizens Bank, Enterprise,
Alabama, and its holding company, Enterprise Capital
Corporation, Inc. for more than five years. Mr. Armstrong
is also a director of Alabama Power Company of Birmingham,
Alabama.
T. Wayne Davis became a director on January 31,
2007 in connection with the completion of the Merger.
Mr. Davis served as a director of The Enstar Group, Inc.
from June 1990 through the Merger. Mr. Davis was Chairman
of the Board of General Parcel Service, Inc., a parcel delivery
service, from January 1989 to September 1997 and was Chairman of
the Board of Momentum Logistics, Inc. from September 1997 to
March 2003. He also is a director of MPS Group, Inc.
Paul J. Collins became a director on January 31,
2007 in connection with the completion of the Merger.
Mr. Collins served as a director of The Enstar Group, Inc.
from May 2004 through the Merger. Mr. Collins retired as a
Vice Chairman and member of the Management Committee of
Citigroup Inc. in September 2000. From 1985 to 2000,
Mr. Collins served as a director of Citicorp and its
principal subsidiary, Citibank; from 1988 to 1998, he also
served as Vice Chairman of such entities. Mr. Collins
currently serves as a director of BG Group, as a member of the
supervisory board of Actis Capital LLP and as a trustee of the
University of Wisconsin Foundation and the Glyndebourne Arts
Trust. He is also a member of the Advisory Board of Welsh,
Carson, Anderson & Stowe, a private equity firm.
89
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions
Involving J. Christopher Flowers and Affiliated
Entities
We and certain of our subsidiaries have entered into
transactions with companies and partnerships that are affiliated
with Messrs. Flowers
and/or Oros,
including the Flowers Fund. In addition, Shinsei Bank Limited,
an entity of which Mr. Flowers is a director and the
largest shareholder, owns a minority interest in Hillcot
Holdings, Ltd., one of our subsidiaries. Messrs. Flowers
and Oros are members of our Board of Directors. Mr. Flowers
is also one of our largest shareholders. These transactions are
described below.
Investments
in the Flowers Fund and Entities Managed by J. Christopher
Flowers
We have committed to invest up to $100 million in the
Flowers Fund. As of the date of this prospectus, our remaining
outstanding commitment to the fund is $49.7 million. No
fees or other compensation will be payable by us to the Flowers
Fund, JCF Associates II L.P., J.C. Flowers & Co.
LLC, or Mr. Flowers in connection with this investment.
John J. Oros, who serves as our Executive Chairman and a member
of our Board of Directors, is a managing director of J.C.
Flowers & Co. LLC. Mr. Oros splits his time
between J.C. Flowers & Co. LLC and us.
We earned management fees in the amounts of $0.8 million
and $0.2 million for advisory services provided to the
Flowers Fund for the year ended December 31, 2007 and the
three months ended March 31, 2008, respectively.
As of March 31, 2008, we had investments in the following
entities affiliated with Mr. Flowers: New NIB, Affirmative
Insurance Holdings, Inc., and JCF Fund II L.P. At
March 31, 2008, these investments had a total value of
$65.0 million and outstanding commitments to entities
managed by Mr. Flowers of $49.7 million. Our
outstanding commitments may be drawn down over approximately the
next six years.
Commitments of Dominic F. Silvester, Paul J. OShea,
Nicholas A. Packer, Richard J. Harris, John J. Oros, Paul J.
Collins, T. Wayne Davis, T. Whit Armstrong and Robert J.
Campbell, current directors
and/or
executive officers of the Company, and Nimrod T. Frazer, a
director of the Company until August 7, 2007, to invest in
the Flowers Fund were accepted by the Flowers Fund in 2006.
Messrs. Silvester, Oros, Collins, Harris, OShea,
Packer, Davis and Campbell are also investors in New NIB, which
is affiliated with Mr. Flowers and certain entities
affiliated with Mr. Flowers and Mr. Oros.
Messrs. Silvester and OShea also invested in The HSH
Co-Invest (Cayman) Trust B, which is affiliated with
Mr. Flowers and certain entities affiliated with
Mr. Flowers and Mr. Oros.
In April 2007, we entered into a Third Party Equity Commitment
Letter, or the Commitment Letter, with the Flowers Fund, which
provided for us to contribute up to an aggregate of
$200 million to participate alongside the Flowers Fund and
certain other investors in the proposed acquisition of SLM
Corporation. On January 27, 2008, we received notice from
J.C. Flowers & Co. LLC that the merger agreement
related to the acquisition of SLM Corporation had been
terminated. Accordingly, the Commitment Letter has been
terminated in accordance with its terms and we have no further
obligations thereunder.
Transactions
In December 2007, we, in conjunction with JCF FPK, formed
U.K.-based Shelbourne, to invest in RITC transactions (the
transferring of liabilities from one Lloyds Syndicate to
another), with Lloyds of London insurance and reinsurance
syndicates in run-off. JCF FPK is a joint investment program
between Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC, or
FPK, and the Flowers Fund. In addition, an affiliate of the
Flowers Fund controls approximately 40% of FPK. Shelbourne is a
holding company of a Lloyds Managing Agency, Shelbourne
Syndicate Services Limited. We own 50.1% of Shelbourne, which in
turn owns 100% of Shelbourne Syndicate Services Limited, the
Managing Agency for Lloyds Syndicate 2008, a syndicate
approved by Lloyds of London on December 16, 2007 to
undertake RITC transactions with Lloyds syndicates in
run-off. In February 2008, Lloyds Syndicate 2008 entered
into RITC agreements with four Lloyds syndicates with
total gross insurance reserves of approximately
$471.2 million.
90
On February 29, 2008, we funded our capital commitment of
approximately £36.0 million (approximately
$72.0 million) by way of a letter of credit issued by a
London-based bank to Lloyds Syndicate 2008. The letter of
credit was secured by a parental guarantee from us in the amount
of £12.0 million (approximately $24.0 million);
approximately £11.0 million (approximately
$22.0 million) from the Flowers Fund (acting in its own
capacity and not through JCF FPK), by way of a non-voting equity
participation; and approximately £13.0 million
(approximately $26.0 million) from available cash on hand.
JCF FPKs capital commitment to Lloyds Syndicate 2008
is approximately £14.0 million (approximately
$28.0 million).
On February 29, 2008, we completed the acquisition of
Guildhall. The aggregate purchase price paid for Guildhall was
approximately £33.4 million (approximately
$65.9 million) financed by the drawdown of approximately
£16.5 million (approximately $32.5 million) from
a facility loan agreement with a London-based bank;
approximately £5.0 million (approximately
$10.0 million) from the Flowers Fund, by way of non-voting
equity participation; and approximately £11.9 million
(approximately $23.5 million) from available cash on hand.
On March 5, 2008, we completed the acquisition of Gordian.
The acquisition was effected through Enstar Australia Holdings
Pty Limited, a wholly owned subsidiary of Cumberland Holdings
Limited, of which we own 70% and the Flowers Fund owns 30%
through a non-voting equity interest. The aggregate purchase
price paid for Gordian was approximately AUS$436.9 million
(approximately $405.4 million) with approximately
AUS$301.0 million (approximately $276.5 million) from
bank finance jointly with a London-based bank and a German bank,
in which the Flowers Fund is a significant shareholder of the
German bank; approximately AUS$41.6 million (approximately
$39.5 million) from the Flowers Fund, by way of non-voting
equity participation; and approximately AUS$98.7 million
(approximately $93.6 million) from available cash on hand.
Other
Agreements with Directors and Executive Officers Arising in
Connection with the Merger
We entered into several transactions with certain directors and
executive officers in connection with the Merger and related
transactions. These transactions are described below.
On January 31, 2007, immediately prior to the Merger and
pursuant to the terms of the Recapitalization Agreement, we paid
three of our directors and executive officers, Nicholas A.
Packer, Paul J. OShea, and Dominic F. Silvester, $989,956,
$989,956 and $2,969,868, respectively. These payments were
intended to provide a cash incentive for these individuals to
remain with us following the Merger in lieu of any other cash
payments to which they may have been entitled.
On January 31, 2007, we entered into a Registration Rights
Agreement, or the Registration Rights Agreement, with certain of
our shareholders identified as signatories thereto. The
Registration Rights Agreement provides that, after the
expiration of one year from the date of the agreement, any of
Trident, Mr. Flowers and Mr. Silvester, each referred
to as a requesting holder, may require that we effect the
registration under the Securities Act of all or any part of such
holders registrable securities. Trident and its affiliates
are entitled to make three requests and Messrs. Flowers and
Silvester are each entitled to make two requests. The
Registration Rights Agreement further provides that, after the
expiration of 90 days from the date of the Registration
Rights Agreement and prior to the first anniversary of such
date, Trident had the right to require us to effect the
registration of up to 750,000 shares of registrable
securities, or the Initial Demand Right. Trident exercised the
Initial Demand Right and we filed a registration statement on
Form S-3
with respect 750,000 of its shares on May 17, 2007. As of
May 15, 2008, Trident held 11.16% of our shares outstanding.
Pursuant to the Severance Benefits Agreement, dated May 21,
1998, between The Enstar Group, Inc. and Nimrod T. Frazer,
Mr. Frazer was paid $350,000 upon the termination of his
employment with The Enstar Group, Inc. in connection with the
completion of the Merger on January 31, 2007.
Indemnification
of Directors and Officers; Directors Indemnity
Agreements
Also on January 31, 2007 and in connection with the Merger,
we entered into Indemnification Agreements with each of Dominic
F. Silvester, Paul J. OShea, Nicholas A. Packer, J.
Christopher Flowers, John J. Oros, Nimrod T. Frazer,
Gregory L. Curl, Paul J. Collins, T. Wayne Davis and T. Whit
Armstrong. Each individual was, at the time of his agreement, a
member of our Board of Directors and Messrs. Silvester,
OShea, Packer and Oros were also
91
executive officers of the Company. Messrs. Frazer and
Packer resigned from our Board of Directors on August 7,
2007. On August 8, 2008, Robert J. Campbell joined the
Board of Directors and entered into an Indemnification Agreement.
Each Indemnification Agreement provides, among other things,
that we will, to the extent permitted by applicable law,
indemnify and hold harmless each indemnitee if, by reason of
such indemnitees status as a director or officer of the
Company, such indemnitee was, is or is threatened to be made a
party or participant in any threatened, pending or completed
proceeding, whether of a civil, criminal, administrative,
regulatory or investigative nature, against all judgments,
fines, penalties, excise taxes, interest and amounts paid in
settlement and incurred by such indemnitee in connection with
such proceeding. In addition, each of the Indemnification
Agreements provides for the advancement of expenses incurred by
the indemnitee in connection with any proceeding covered by the
agreement, subject to certain exceptions. None of the
Indemnification Agreements precludes any other rights to
indemnification or advancement of expenses to which the
indemnitee may be entitled, including but not limited to, any
rights arising under our governing documents, or any other
agreement, any vote of our shareholders or any applicable law.
Other
Related Transactions
On February 23, 2007, we repurchased 7,180 shares from
T. Whit Armstrong for total consideration of $0.7 million.
This repurchase was made in accordance with the letter agreement
dated May 23, 2006 between Mr. Armstrong, T. Wayne
Davis and us pursuant to which we agreed to repurchase from
Messrs. Armstrong and Davis, upon their request, during a
30-day
period commencing January 15, 2007, at then prevailing
market prices, such number of our ordinary shares as provided an
amount sufficient for them to pay taxes on compensation income
resulting from the exercise of options by them on May 23,
2006 for 50,000 shares of The Enstar Group, Inc. common
stock in the aggregate. Mr. Davis did not elect to sell
shares under the agreement. Messrs. Armstrong and Davis are
directors of the Company.
On August 8, 2007, Robert J. Campbell was appointed to the
Board of Directors to fill a vacancy created by the resignation
of Nimrod T. Frazer. Mr. Campbell is a Partner with the
firm of Beck, Mack & Oliver, LLC, or Beck Mack,
in New York City. Beck Mack purchased, on behalf of its clients,
750,000 of our ordinary shares from Trident, pursuant to a stock
purchase agreement dated as of May 23, 2007. We were a
party to that agreement pursuant to our obligations to Trident
under the Registration Rights Agreement, and for the purpose of
making certain representations regarding the registration
statement on
Form S-3
and our listing on the NASDAQ Global Select Market. As of
May 15, 2008, Beck Mack owned 7.6% of our outstanding
shares.
92
PRINCIPAL
AND SELLING SHAREHOLDERS
Principal
Shareholders and Management Ownership
The following table sets forth information as of May 15,
2008 regarding beneficial ownership of our ordinary shares by
each of the following, in each case based on information
provided to us by these individuals:
|
|
|
|
|
each person or group known to us to be the beneficial owner of
more than 5% of our ordinary shares;
|
|
|
|
each of our directors;
|
|
|
|
our Chief Executive Officer, Chief Financial Officer and each of
our executive officers; and
|
|
|
|
all of our directors and executive officers as a group.
|
Unless otherwise indicated, the address of each of the
beneficial owners identified is
c/o Enstar
Group Limited, P.O. Box 2267, Windsor Place,
3rd Floor, 18 Queen Street, Hamilton HM JX, Bermuda and
each person has sole voting and dispositive power with respect
to all such shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
Percent of
|
|
Name of Beneficial Owner
|
|
Number of Shares
|
|
|
Subject to Option
|
|
|
Class(1)
|
|
|
Dominic F. Silvester(2)
|
|
|
2,241,699
|
|
|
|
0
|
|
|
|
18.8
|
%
|
Trident II, L.P. and related affiliates(3)
|
|
|
1,332,236
|
|
|
|
0
|
|
|
|
11.2
|
%
|
J. Christopher Flowers(4)
|
|
|
1,226,611
|
|
|
|
0
|
|
|
|
10.3
|
%
|
Beck, Mack & Oliver LLC(5)
|
|
|
902,049
|
|
|
|
0
|
|
|
|
7.6
|
%
|
Paul J. OShea(6)
|
|
|
728,207
|
|
|
|
0
|
|
|
|
6.1
|
%
|
Nicholas A. Packer(7)
|
|
|
713,273
|
|
|
|
0
|
|
|
|
6.0
|
%
|
John J. Oros(8)
|
|
|
204,150
|
|
|
|
294,224
|
|
|
|
4.1
|
%
|
T. Wayne Davis(9)
|
|
|
151,017
|
|
|
|
14,711
|
|
|
|
1.4
|
%
|
Robert J. Campbell(10)
|
|
|
162,049
|
|
|
|
0
|
|
|
|
1.4
|
%
|
Richard J. Harris(11)
|
|
|
54,665
|
|
|
|
0
|
|
|
|
*
|
|
T. Whit Armstrong(12)
|
|
|
35,075
|
|
|
|
14,711
|
|
|
|
*
|
|
Paul J. Collins(13)
|
|
|
16,823
|
|
|
|
4,903
|
|
|
|
*
|
|
Gregory L. Curl(14)
|
|
|
1,671
|
|
|
|
4,903
|
|
|
|
*
|
|
All Executive Officers and Directors as a group
(11 Persons)(15)
|
|
|
5,535,240
|
|
|
|
333,452
|
|
|
|
47.9
|
%
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Our bye-laws reduce the total voting power of any U.S.
shareholder or direct foreign shareholder group owning 9.5% or
more of our ordinary shares to less than 9.5% of the voting
power of all of our shares. |
|
(2) |
|
Includes 646,953 ordinary shares held directly by
Mr. Silvester, 531,582 ordinary shares held by the Left
Trust and 1,063,164 ordinary shares held by Right Trust.
Mr. Silvester and his immediate family are the sole
beneficiaries of the Left Trust and the Right Trust. The trustee
of the Left Trust is R&H Trust Co. (NZ) Limited, a New
Zealand company, whose registered office is 162 Wickstead
Street, Wanganui 5001, New Zealand. The trustee of the
Right Trust is R&H Trust Co. (BVI) Ltd., or RHTCBV, a
British Virgin Islands Company, whose registered office is
Woodbourne Hall, P.O. Box 3162, Road Town, Tortola,
British Virgin Islands. |
|
(3) |
|
Based on information provided jointly by Trident II, L.P., or
Trident II, Trident Capital II, L.P., or Trident GP,
Marsh & McLennan Capital Professionals Fund, L.P., or
Trident PF, Marsh & McLennan Employees
Securities Company, L.P., or Trident ESC, and Stone Point
Capital LLC, or Stone Point. Based on information provided by
Trident, as of May 15, 2008, the number of ordinary shares
beneficially owned includes (a) 1,258,297 ordinary shares
held by Trident II; (b) 35,970 ordinary shares held by
Trident PF; and (c) 37,969 ordinary shares held by Trident
ESC. The sole general partner of Trident II is Trident GP,
and the manager of Trident II is Stone Point. The general
partners of Trident GP are four single member limited liability |
93
|
|
|
|
|
companies that are owned by individuals who are members of Stone
Point. The sole general partner of Trident PF is a company
controlled by individuals who are members of Stone Point. The
sole general partner of Trident ESC is a company that is a
wholly-owned subsidiary of Marsh & McLennan Companies,
Inc., or MMC. Stone Point has authority to execute documents on
behalf of the general partner of Trident ESC pursuant to a
limited power of attorney, but Stone Point is not affiliated
with MMC. The principal address for Trident II, Trident GP,
Trident PF and Trident ESC is
c/o Maples &
Calder, Ugland House, Box 309, South Church Street, George
Town, Grand Cayman, Cayman Islands. The principal address for
Stone Point is 20 Horseneck Lane, Greenwich, CT 06830. Trident
PF and Trident ESC have agreed with Trident II that
(i) Trident ESC will divest its holdings in the Company
only in parallel with Trident II, (ii) Trident PF will not
dispose of its holdings in the Company before Trident II
disposes of its interest, and (iii) to the extent that
Trident PF elects to divest its interest in the Company at the
same time as Trident II, Trident PF will divest its holdings in
parallel with Trident II. As a result of this agreement,
Trident II may be deemed to beneficially own 73,939
ordinary shares directly held by Trident PF and Trident ESC
collectively, and Trident PF and Trident ESC may be deemed to
beneficially own 1,258,297 ordinary shares of the Company
directly held by Trident II. Trident II disclaims
beneficial ownership of the ordinary shares that are, or may be
deemed to be, beneficially owned by Trident PF or Trident ESC,
and Trident PF and Trident ESC each disclaims beneficial
ownership of the ordinary shares that are, or may be deemed to
be, beneficially owned by Trident II. |
|
(4) |
|
Includes: (a) 1,221,555 ordinary shares owned outright,
(b) 541 shares issuable pursuant to the Enstar Group
Limited Deferred Compensation and Ordinary Share Plan for
Non-Employee Directors and (c) 4,515 restricted share units
of the Company received in the Merger in exchange for 4,515
restricted stock units of The Enstar Group, Inc. As a result of
the Companys bye-law provision described in footnote 1
above, Mr. Flowers only has voting power with respect to
1,125,590 of the ordinary shares he beneficially owns. The
principal address for Mr. Flowers is 717 Fifth Ave.,
26th floor, New York, NY 10022. |
|
(5) |
|
Based on information provided by Beck, Mack & Oliver
LLC, or Beck Mack, a registered investment adviser under
Section 203 of the Investment Advisers Act. The ordinary
shares beneficially owned by Beck Mack are owned by investment
advisory clients of Beck Mack. These clients have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities. No one of these
clients owns more than 5% of such class of securities. Beck Mack
has shared dispositive power with respect to 902,049 shares
and sole voting power with respect to 829,299 shares. The
principal address for Beck Mack is 360 Madison Avenue, New York,
NY 10017. Robert J. Campbell, one of our directors, is a Partner
at Beck Mack. Beck Mack disclaims beneficial ownership of the
ordinary shares of the Company that are, or may be deemed to be,
beneficially owned by Mr. Campbell. |
|
(6) |
|
Includes 19,432 ordinary shares held directly by
Mr. OShea and 708,775 ordinary shares held by the
Elbow Trust. Mr. OShea and his immediate family are
the sole beneficiaries of the Elbow Trust. The trustee of the
Elbow Trust is RHTCBV. |
|
(7) |
|
Includes 4,498 ordinary shares held directly by Mr. Packer
and 708,775 ordinary shares held by Hove Investments Holding
Limited, a British Virgin Islands company. The Hove Trust owns
all of the equity interests of Hove Investments Holding Limited.
Mr. Packer and his immediate family are the sole
beneficiaries of the Hove Trust. The trustee of the Hove Trust
is RHTCBV. |
|
(8) |
|
Includes 4,150 ordinary shares held directly by Mr. Oros
and 200,000 ordinary shares indirectly owned by Mr. Oros
through Brittany Ridge Investment Partners, L.P., of which
62,500 ordinary shares are pledged in a brokerage margin account. |
|
(9) |
|
Includes: (a) 32,300 ordinary shares held directly by
Mr. Davis, (b) 3,100 ordinary shares held by
Mr. Davis wife, (c) 17,200 ordinary shares
held in trust, (d) 79,025 shares held in a private
foundation for which Mr. Davis has voting and investment
power, but is not a beneficiary, (e) 600 ordinary shares
held indirectly by Mr. Davis through T. Wayne Davis PA,
(f) 500 ordinary shares held indirectly by Mr. Davis
through Redwing Land Company, (g) 1,000 ordinary shares
held indirectly by Mr. Davis through Redwing Properties
Inc., (h) 1,000 ordinary shares held in a SEP,
(i) 1,500 ordinary shares held in an IRA,
(j) 646 shares issuable pursuant to the Enstar Group
Limited Deferred Compensation and Ordinary Share Plan for
Non-Employee Directors and (k) 14,146 restricted share
units of the Company received in the Merger in exchange for
14,146 restricted stock units of The Enstar Group, Inc. |
94
|
|
|
(10) |
|
Includes (a) 51,645 shares owned outright,
(b) 35,500 shares held by a self-directed pension
plan, (c) 32,300 shares owned by
Mr. Campbells spouse and pledged in a brokerage
margin account, (d) 25,050 shares owned by Osprey
Partners, (e) 12,600 owned by Mr. Campbells
children, (f) 3,000 shares owned by the Robert J.
Campbell Family Trust, (g) 1,500 shares owned by the
F.W. Spellissy Trust and (h) 454 shares issuable
pursuant to the Enstar Group Limited Deferred Compensation and
Ordinary Share Plan for Non-Employee Directors. Does not include
2,830 ordinary shares owned by a charitable foundation of which
Mr. Campbell and his spouse constitute two of three
trustees. Neither Mr. Campbell nor his spouse receives a
performance fee or any other compensation from the foundation
and neither he, nor any member of his immediate family is a
beneficiary of the foundation. Mr. Campbell disclaims
beneficial ownership of the ordinary shares of the Company that
are, or may be deemed to be, beneficially owned by the
foundation. Mr. Campbell disclaims beneficial ownership of
the ordinary shares of the Company that are, or may be deemed to
be, beneficially owned by Beck Mack. |
|
(11) |
|
Includes 8,730 ordinary shares that are issued, but remain
subject to certain vesting restrictions. |
|
(12) |
|
Includes 686 shares issuable pursuant to the Enstar Group
Limited Deferred Compensation and Ordinary Share Plan for
Non-Employee Directors and 14,922 restricted share units of the
Company received in the Merger in exchange for 14,922 restricted
stock units of The Enstar Group, Inc. Of the shares beneficially
owned by Mr. Armstrong, 19,000 shares are pledged as
security to BankSouth. |
|
(13) |
|
Includes 504 shares issuable pursuant to the Enstar Group
Limited Deferred Compensation and Ordinary Share Plan for
Non-Employee Directors and 1,304 restricted share units of the
Company received in the Merger in exchange for 1,304 restricted
stock units of The Enstar Group, Inc. |
|
(14) |
|
Includes 288 shares issuable pursuant to the Enstar Group
Limited Deferred Compensation and Ordinary Share Plan for
Non-Employee Directors and 1,383 restricted share units of the
Company received in the Merger in exchange for 1,383 restricted
stock units of The Enstar Group, Inc. |
|
(15) |
|
See footnotes 2, 4 and 6 through 14. |
Selling
Shareholders
The following table sets forth information as of May 15,
2008 regarding beneficial ownership of our ordinary shares by
each selling shareholder as of May 15, 2008 and as adjusted
to reflect the total number of shares to be sold in this
offering.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial Ownership
|
|
|
|
|
|
Beneficial Ownership
|
|
|
|
Prior to Offering
|
|
|
Shares Being
|
|
|
After Offering
|
|
Name of Selling Shareholder
|
|
Shares
|
|
|
Percent(1)
|
|
|
Offered(2)
|
|
|
Shares
|
|
|
Percent(1)
|
|
|
Trident II, L.P.(3)
|
|
|
1,258,297
|
|
|
|
10.5
|
%
|
|
|
451,957
|
|
|
|
806,340
|
|
|
|
6.8
|
%
|
Marsh & McLennan Capital Professionals Fund, L.P.(3)
|
|
|
35,970
|
|
|
|
*
|
|
|
|
12,919
|
|
|
|
23,051
|
|
|
|
*
|
|
Marsh & McLennan Employees Securities Company
L.P.(3)
|
|
|
37,969
|
|
|
|
*
|
|
|
|
13,637
|
|
|
|
24,332
|
|
|
|
*
|
|
Paul J. OShea(3)
|
|
|
728,207
|
|
|
|
6.1
|
%
|
|
|
95,702
|
|
|
|
632,505
|
|
|
|
5.3
|
%
|
Nicholas A. Packer(3)
|
|
|
713,273
|
|
|
|
6.0
|
%
|
|
|
95,702
|
|
|
|
617,571
|
|
|
|
5.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
2,773,716
|
|
|
|
23.2
|
%
|
|
|
669,917
|
|
|
|
2,103,799
|
|
|
|
17.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Less than 1% |
|
(1) |
|
Based on 11,944,289 ordinary shares outstanding as of
May 15, 2008. |
|
(2) |
|
If the underwriters exercise their over-allotment option in full
(i) Trident II will sell an additional 183,037 shares;
(ii) Trident PF will sell an additional 5,232 shares;
and (iii) Trident ESC will sell an additional
5,523 shares. |
|
(3) |
|
See footnotes 2, 6 and 7 to the Principal Shareholders and
Management Ownership table on pages 93 and 94. |
On January 31, 2007, we entered into the Registration
Rights Agreement, with certain of our shareholders identified as
signatories thereto. The Registration Rights Agreement provides
that, after the expiration of one year from the date of the
agreement, any of Trident II, Trident PF and Trident ESC,
Mr. Flowers and Mr. Silvester, each
95
referred to as a requesting holder, may require that we effect
the registration under the Securities Act of all or any part of
such holders registrable securities. In addition, they and
the other shareholders party to the agreement have
piggyback registration rights, which may result in
their participation in an offering initiated by us. Trident II
and its affiliates are entitled to make three requests and
Messrs. Flowers and Silvester are each entitled to make two
requests. The Registration Rights Agreement further provides
that, after the expiration of 90 days from the date of the
Registration Rights Agreement and prior to the first anniversary
of such date, Trident II had the right to require us to effect
the registration of up to 750,000 shares of registrable
securities, or the Initial Demand Right. Trident II and its
affiliates exercised the Initial Demand Right and we filed a
registration statement on
Form S-3
with respect 750,000 of its shares on May 17, 2007.
On January 31, 2007, immediately prior to the closing of
our merger with The Enstar Group, Inc., we completed a
recapitalization pursuant to the recapitalization agreement
dated May 23, 2006, or the Recapitalization Agreement, by
and among us, The Enstar Group Inc., Trident II, Trident PF,
Trident ESC and certain other of our shareholders. In connection
with the recapitalization, we repurchased certain of our shares
held by Trident II, Trident PF and Trident ESC and we purchased,
through Castlewood Limited (now named Enstar Limited), our
wholly-owned subsidiary, the shares of B.H. Acquisition Ltd., a
Bermuda company, held by BI International, an affiliate of
Trident II for $26,200,167 in the aggregate. Pursuant to
the Recapitalization Agreement, the Share Purchase and Capital
Commitment, dated as of October 1, 2001, among the Company,
The Enstar Group, Inc., and Trident II, Trident PF and Trident
ESC and the Agreement Among Members, dated as of
November 29, 2001, among the Company, The Enstar Group,
Inc., Trident II, Trident PF, Trident ESC and certain principal
shareholders and members of the Companys management
automatically terminated and became null and void as of the
closing of the recapitalization.
Pursuant to the now-terminated Agreement Among Members, James
Carey, who is a Principal of Stone Point Capital LLC, which is
the manager of Trident II, was a director of the Company from
November 2001 through January 31, 2007, when he resigned
from this position. Mr. Carey was also a director of
certain of our subsidiaries of the Company during various
periods through January 31, 2007, when he resigned from all
such positions. Also pursuant to the Agreement Among Members,
Meryl Hartzband, the Chief Investment Officer of Stone Point
Capital LLC, was a director of the Company from November 2001
through January 31, 2007, when she resigned from this
position.
96
MATERIAL
TAX CONSIDERATIONS
The following summary of our taxation and the taxation of our
shareholders under certain tax laws does not purport to be a
comprehensive discussion of all the tax considerations that may
be relevant to a decision to purchase common shares and is for
general information only. The discussion is based solely upon
current law. That law is subject to change through legislation,
court decisions or administrative regulations or rulings. Any
such changes may be retroactive and could affect the tax
treatment of us and our shareholders. The tax treatment of a
holder of common shares, or of a person treated as a holder of
common shares for U.S. federal income, state, local or
non-U.S. tax
purposes, may vary depending on the holders particular tax
situation. Statements contained in this prospectus as to our
beliefs, expectations and conditions as to the application of
such tax laws or facts represent the view of management as to
the application of such laws and do not represent the opinions
of counsel.
You are urged to consult your own tax advisor concerning the
U.S. federal, state, local and
non-U.S. tax
consequences of acquiring, owning and disposing of ordinary
shares in light of your particular circumstances.
Taxation
of Enstar and Subsidiaries
Bermuda
Under current Bermuda law, there is no income, corporate or
profits tax or withholding tax, capital gains tax or capital
transfer tax payable by us or our Bermuda subsidiaries. We and
our Bermuda subsidiaries have each obtained from the Minister of
Finance under the Exempted Undertaking Tax Protection Act 1966
of Bermuda, as amended, an assurance that, in the event that
Bermuda enacts legislation imposing tax computed on profits,
income, any capital asset, gain or appreciation, or any tax in
the nature of estate duty or inheritance, then the imposition of
any such tax shall not be applicable to us or our Bermuda
subsidiaries or to any of their respective operations, shares,
debentures or other obligations, until March 28, 2016. We
and our Bermuda subsidiaries could be subject to taxes in
Bermuda after that date. This assurance is subject to the
proviso that it is not to be construed so as to prevent the
application of any tax or duty to such persons as are ordinarily
resident in Bermuda or to prevent the application of any tax
payable in accordance with the provisions of the Land Tax Act
1967 of Bermuda or otherwise payable in relation to any property
leased to us or our Bermuda subsidiaries. We and our Bermuda
subsidiaries each pay annual Bermuda government fees, and its
Bermuda subsidiaries pay annual insurance license fees. In
addition, all entities employing individuals in Bermuda are
required to pay a payroll tax and there are other sundry taxes
payable, directly or indirectly, to the Bermuda government.
United
Kingdom
Our U.K. subsidiaries are companies incorporated and managed in
the United Kingdom and are, as such, resident in the United
Kingdom for U.K. tax purposes and thus subject to U.K.
corporation tax on their worldwide profits (including revenue
profits and capital gains).
Harper Insurance Limited is a company incorporated in
Switzerland that operates a U.K. branch. The U.K. branch of
Harper Insurance Limited is subject to U.K. corporation tax on
the profits generated by the U.K. branch only.
It is not expected that, in the context of the groups
profitability as a whole, any such tax charges will be seen to
be significant. The maximum rate of U.K. corporation tax
applicable to taxable profits is currently 28%. No U.K.
withholding tax applies to dividends paid by our U.K.
subsidiaries.
Except for our U.K. subsidiaries, we should not be treated as
being resident in the United Kingdom unless our central
management and control is exercised in the United Kingdom. Our
managers intend to continue to manage our affairs so that only
our U.K. subsidiaries are resident in the United Kingdom for
U.K. tax purposes.
A company not resident in the United Kingdom for U.K.
corporation tax purposes can nevertheless be subject to U.K.
corporation tax if it carries on a trade through a permanent
establishment in the United Kingdom, but the charge to U.K.
corporation tax is limited to profits (including revenue profits
and chargeable (i.e., capital) gains) connected with such
permanent establishment.
97
Our management intends that we will continue to operate in such
a manner that none of our subsidiaries, except
Harper Insurance Limited, carries on a trade through a
permanent establishment in the United Kingdom. Nevertheless,
because neither case law nor statute definitively defines the
activities that constitute trading in the United Kingdom through
a permanent establishment, HM Revenue & Customs might
contend that we and our other subsidiaries, other than our U.K.
subsidiaries, is/are trading through a permanent establishment
in the United Kingdom.
There are circumstances in which companies that are neither
resident in the United Kingdom for U.K. tax purposes nor
entitled to the protection afforded by a double tax treaty
between the United Kingdom and the jurisdiction in which they
are resident may be exposed to income tax in the United Kingdom
(other than by deduction or withholding) on the profits of a
trade carried on there even if that trade is not carried on
through a branch or agency, but our management intends that we
will continue to operate in such a manner that we will not fall
within the charge to income tax in the United Kingdom (other
than by deduction or withholding) in this respect.
If we or any of our subsidiaries, other than our U.K.
subsidiaries, were treated as being resident in the
United Kingdom for U.K. corporation tax purposes, or if we
or any of our subsidiaries, other than Harper
Insurance Limited were treated as carrying on a trade
through a permanent establishment in the United Kingdom, our
results of operations and your investment could be materially
adversely affected.
United
States
U.S. Subsidiaries. Our
U.S. subsidiaries are Delaware, Georgia and Florida
corporations and, as such, each will be subject to taxation in
the United States at regular federal corporate income tax rates.
State and local taxes may also apply, depending on the location
of the offices of these subsidiaries. In addition, a
U.S. federal withholding tax will generally apply to any
dividends paid by a U.S. subsidiary to its
non-U.S. parent.
Taxation of Foreign Corporations. A foreign
corporation that is engaged in the conduct of a U.S. trade
or business will be subject to U.S. tax as described below,
unless entitled to the benefits of an applicable tax treaty. We
and our
non-U.S. subsidiaries
intend generally to avoid conducting a U.S. trade or
business, but whether such a trade or business is being
conducted in the United States is an inherently factual
determination. Because the U.S. Internal Revenue Code, or
the Code, and regulations and court decisions interpreting it,
do not definitively identify activities that constitute being
engaged in a trade or business in the United States, there can
be no assurance that the IRS will not contend (and a court will
not hold) that we
and/or our
non-U.S. subsidiaries
are or will be engaged in a trade or business in the United
States.
A foreign corporation engaged in a U.S. trade or business
will be subject to U.S. federal income tax at regular
corporate rates, as well as the branch profits tax, on its
income that is effectively connected with the
conduct of that trade or business unless the corporation is
entitled to relief under the permanent establishment
provision of an applicable tax treaty, as discussed below. These
federal taxes, if imposed, would be based on effectively
connected income computed in a manner generally analogous to
that applied to the income of a U.S. corporation, except
that a foreign corporation may be entitled to deductions and
credits only if it timely files a U.S. federal income tax
return. The highest marginal federal income tax rates currently
are 35% for a corporations effectively connected income
and 30% for the additional branch profits tax.
The Bermuda-U.S. Tax Treaty. Certain
Bermuda insurance companies are entitled to benefits under the
income tax treaty between Bermuda and the United States, or the
Bermuda Treaty. The Bermuda Treaty limits U.S. federal
income tax on such an insurance companys effectively
connected income to income that is attributable to a
permanent establishment in the United States.
A permanent establishment generally consists of an
office or other fixed place of business, but no regulations
interpreting the Bermuda Treaty have been issued and the
treatment of insurance agency relationships and reinsurance
arrangements for these purposes may be uncertain. Our Bermuda
insurance company subsidiaries currently intend to conduct their
activities so that they do not have a permanent establishment in
the United States, but there can be no assurance that they will
achieve this result.
Moreover, a Bermuda insurance company subsidiary generally is
entitled to the benefits of the Bermuda Treaty only if
(1) more than 50% of its shares are owned beneficially,
directly or indirectly, by individual residents of the
98
United States or Bermuda or U.S. citizens and (2) its
income is not used in substantial part, directly or indirectly,
to make disproportionate distributions to, or to meet certain
liabilities of, persons who are neither residents of either the
United States or Bermuda nor U.S. citizens. There can be no
assurance that our Bermuda insurance company subsidiaries are
eligible for Bermuda Treaty benefits, or will be eligible in the
future, because of factual and legal uncertainties regarding the
residency and citizenship of our shareholders.
Taxation of Insurance Company Investment
Income. A foreign insurance company carrying on
an insurance business within the United States is treated as
recognizing a certain minimum amount of effectively
connected net investment income, determined in accordance
with a formula that depends, in part, on the amount of
U.S. risks insured or reinsured by the company. If one or
more of our Bermuda insurance company subsidiaries are
considered to be engaged in the conduct of an insurance business
in the United States and are not entitled to the benefits of the
Bermuda Treaty, a significant portion of such a
subsidiarys investment income could be subject to
U.S. income tax. In addition, although the Bermuda Treaty
clearly applies to premium income, it is uncertain whether the
Bermuda Treaty applies to other income such as investment income
that is earned by an insurance company. If such a Bermuda
subsidiary is considered engaged in the conduct of an insurance
business in the United States and is entitled to the benefits of
the Bermuda Treaty in general, but the Bermuda Treaty is
interpreted to not apply to investment income, a significant
portion of the subsidiarys investment income could be
subject to U.S. income tax.
The U.K.-U.S. Tax Treaty. Under the
income tax treaty between the United Kingdom and the United
States, or the U.K. Treaty, our U.K. subsidiaries, if entitled
to the benefits of the U.K. Treaty, will not be subject to
U.S. federal income tax on any income found to be
effectively connected with a U.S. trade or business unless
that trade or business is conducted through a permanent
establishment in the United States. Each of those subsidiaries
will generally be entitled to the benefits of the U.K. Treaty if
(1) during at least half of the days of the relevant
taxable year, at least 50% of our outstanding shares are
beneficially owned, directly or indirectly, by citizens or
residents of the United States and the United Kingdom, and less
than 50% of each subsidiarys gross income for the relevant
taxable year is paid or accrued, directly or indirectly, to
persons who are not U.S. or U.K. residents in the form of
payments that are deductible for purposes of U.K. taxation or
(2) with respect to specific items of income, profit or
gain derived from the United States, if that income, profit or
gain is considered to be derived in connection with, or
incidental to, the subsidiarys business conducted in the
United Kingdom.
Although there can be no assurance that our U.K. subsidiaries
will be eligible for treaty benefits under the U.K. Treaty
because of factual and legal uncertainties regarding
(1) the residency and citizenship of our shareholders and
(2) the interpretation of what constitutes income
incidental to or connected with a trade or business in the
United Kingdom, those subsidiaries will endeavor to so
qualify. Also, our U.K. subsidiaries intend to conduct their
activities in a such a manner as to avoid having a permanent
establishment in the United States, but there can be no
assurance that they will achieve this result.
U.S. Withholding Taxes. Foreign
corporations are also generally subject to U.S. income tax
imposed by withholding on the gross amount of certain
fixed or determinable annual or periodic gains, profits
and income derived from sources within the United States
(such as dividends and certain interest on investments).
Generally under the U.K. Treaty, the withholding rate on
dividends from less than 10% owned corporations is reduced to
15% and on interest is reduced to 0%. The Bermuda Treaty does
not reduce the U.S. withholding rate on
U.S.-source
investment income, or on dividends paid to us by our
U.S. subsidiaries.
Excise Tax on Premiums Paid to Foreign Insurers and
Reinsurers. The United States also imposes an
excise tax on insurance and reinsurance premiums paid to
foreign insurers or reinsurers with respect to risks
located in the United States. The rates of tax applicable to
premiums paid to our
non-U.S. insurance
company subsidiaries are 4% for casualty insurance premiums and
1% for reinsurance premiums.
Personal Holding Companies. Our
U.S. subsidiaries could be subject to U.S. tax on
certain income if any of these companies is considered to be a
personal holding company, or a PHC, for
U.S. federal income tax purposes. A U.S. corporation
generally will be classified as a PHC in a given taxable year if
(1) at any time during the last half of the year, five or
fewer individuals (without regard to their citizenship or
residency) own or are deemed to own (pursuant to certain
constructive ownership rules) more than 50% of the stock of the
corporation by value and (2) at least 60% of the
corporations gross income in the year consists of
PHC income (the PHC rules do not apply to foreign
corporations). PHC income includes, among other things,
dividends, interest, royalties, annuities and, under
99
certain circumstances, rents. Under these constructive ownership
rules, among other things, an individual partner in a
partnership will be treated as owning a proportionate amount of
the stock owned by the partnership and as owning the stock owned
by his or her partners. Additionally, certain entities (such as
certain tax-exempt organizations and pension funds) will be
treated as individuals.
If any of our U.S. subsidiaries were a PHC in a given
taxable year, such subsidiary would be subject to a 15% PHC tax
on its undistributed PHC income. For taxable years
beginning after 2010, the PHC tax rate would be the highest
marginal rate on ordinary income applicable to individuals.
Based upon information regarding our existing shareholder base,
none of our subsidiaries currently constitute a PHC for
U.S. federal income tax purposes. Additionally, we intend
to manage our business to minimize the possibility that any of
these companies will meet the 60% income threshold.
There can be no assurance, however, that our
U.S. subsidiaries will not become PHCs in the future
because of factors including legal and factual uncertainties
regarding the application of the constructive ownership rules,
the makeup of our then shareholder base, the gross income of our
U.S. subsidiaries and other circumstances that could change
the application of the PHC rules to our U.S. subsidiaries.
In addition, if our U.S. subsidiaries were to become PHCs,
there can be no assurance that the amount of PHC income will be
immaterial.
Other
Jurisdictions
Certain of our subsidiaries are formed under the laws of, or
have operations in, Australia, Belgium, Luxembourg and
Switzerland, and are therefore subject to the tax laws of those
jurisdictions.
Taxation
of Shareholders
Bermuda
Taxation
Currently, there is no Bermuda stamp, income, capital gains,
gift, estate, withholding or other tax payable on any principal
or interest payable by us, on dividends paid to the holders of
our ordinary shares, on sales, exchanges or other dispositions
of our ordinary shares, or on transfers of ordinary shares by
gift or upon death.
United
States Taxation
The following is a discussion of the material U.S. federal
income tax considerations related to the acquisition, ownership
and disposition of our ordinary shares. Unless otherwise stated,
this summary deals only with shareholders that are
U.S. Persons (as defined below) who hold their ordinary
shares as capital assets within the meaning of section 1221
of the Code and as beneficial owners. The following discussion
is only a discussion of the material U.S. federal income
tax matters as described herein and does not purport to address
all of the U.S. federal income tax consequences that may be
relevant to a particular shareholder in light of the
shareholders specific circumstances. Therefore, you should
consult your own tax advisor regarding your anticipated tax
treatment from acquiring, owning and disposing of our shares.
In addition, the following summary does not address the
U.S. federal income tax consequences that may be relevant
to special classes of shareholders, such as financial
institutions, insurance companies, regulated investment
companies, real estate investment trusts, financial asset
securitization investment trusts, dealers or traders in
securities, tax exempt organizations, expatriates, persons who
are considered with respect to us and our subsidiaries as
United States shareholders for purposes of the
controlled foreign corporation rules of the Code
(generally, a U.S. Person, as defined below, who owns or is
deemed constructively to own 10% or more of the total combined
voting power of all classes of stock of our or any of our
non-U.S. subsidiaries
(i.e., a 10% U.S. Shareholder, as defined below)), or
persons who hold the ordinary shares as part of a hedging or
conversion transaction or as part of a short-sale or straddle,
who may be subject to special rules or treatment under the Code.
This discussion is based upon the Code, the regulations
promulgated under it and any relevant administrative rulings or
pronouncements or judicial decisions, all as in effect on the
date hereof and as currently interpreted, and does not take into
account possible changes in those tax laws or interpretations of
them, which may apply
100
retroactively. This discussion does not include any description
of the tax laws of any state or local governments within the
United States and does not address any aspect of
U.S. federal taxation other than income taxation.
For purposes of this discussion, the term
U.S. Person means: (1) a citizen or
resident of the United States, (2) a partnership or
corporation, or entity treated as a corporation, created or
organized in or under the laws of the United States or any
political subdivision thereof, (3) an estate the income of
which is subject to U.S. federal income taxation regardless
of source, (4) a trust if either (a) a court within
the United States is able to exercise primary supervision over
the administration of such trust and one or more
U.S. Persons have the authority to control all substantial
decisions of such trust or (b) the trust has a valid
election in effect to be treated as a U.S. Person for
U.S. federal income tax purposes and (5) any other
person or entity that is treated for U.S. federal income
tax purposes as if it were one of the foregoing. References to a
foreign person refer to a person that is not a
U.S. Person.
Taxation of Dividends. Subject to the
discussions below relating to the potential application of the
controlled foreign corporation, or CFC, related person insurance
income, or RPII, and passive foreign investment company, or
PFIC, rules, cash distributions, if any, made with respect to
our ordinary shares will constitute dividends for
U.S. federal income tax purposes to the extent paid out of
our current or accumulated earnings and profits (as computed
using U.S. tax principles). Any distributions taxable as
dividends we may pay before 2011 will be eligible for the 15%
rate applicable to qualifying dividend income when received by a
shareholder who is an individual (or an estate or trust) because
our ordinary shares will be treated as readily tradable on an
established securities market in the United States.
However, our dividends will not be eligible for the
dividends-received deduction when received by a shareholder that
is a corporation. To the extent any such distributions exceed
our earnings and profits, they will be treated first as a return
of the shareholders basis in the ordinary shares to the
extent thereof, and then as gain from the sale of a capital
asset.
Classification of Us or Our
Non-U.S. Subsidiaries
as Controlled Foreign Corporations. Each 10%
U.S. Shareholder (as defined below) of a foreign
corporation that is a CFC for an uninterrupted period of
30 days or more during a taxable year who owns shares in
the CFC, directly or indirectly through foreign entities, on the
last day of the CFCs taxable year, must include in gross
income for U.S. federal income tax purposes the
shareholders pro rata share of the CFCs
subpart F income, even if the subpart F income is
not distributed. Subpart F income of a foreign
insurance corporation typically includes foreign base company
sales and services income and foreign personal holding company
income (such as interest, dividends and other types of passive
income), as well as insurance income (including underwriting and
investment income) attributable to the insurance or reinsurance
of risks situated outside the CFCs country of
incorporation. Except as described below in
The RPII CFC Provisions a foreign
corporation is considered a CFC if 10% U.S. Shareholders
own (directly, indirectly through foreign entities or by
attribution under the constructive ownership rules of
section 958(b) of the Code (i.e.,
constructively)) more than 50% of the total combined
voting power of all classes of voting stock of the foreign
corporation, or more than 50% of the total value of all stock of
the corporation. In general, for purposes of taking into account
insurance income, these ownership thresholds are reduced to 25%.
A 10% U.S. Shareholder is a U.S. Person
who owns (directly, indirectly through foreign entities or
constructively) at least 10% of the total combined voting power
of all classes of stock entitled to vote of the foreign
corporation.
Because of the dispersion of our share ownership, provisions in
our organizational documents that limit voting power and other
factors, no U.S. Person who owns our ordinary shares,
directly or indirectly through one or more foreign entities,
will be treated as owning (directly, indirectly through foreign
entities, or constructively) 10% or more of the total voting
power of all classes of shares of our stock or the stock of any
of our
non-U.S. subsidiaries.
It is possible, however, that the IRS could challenge the
effectiveness of these provisions and that a court could sustain
such a challenge.
The RPII CFC Provisions. The following
discussion generally is applicable only if the RPII of a
non-U.S. insurance
company subsidiary, determined on a gross basis, is 20% or more
of that companys gross insurance income for a taxable year
and the 20% Ownership Exception (as defined below) is not met.
The following discussion generally will not apply for any
taxable year in which such a companys RPII falls below the
20% threshold or the 20% Ownership Exception is met. Although
there can be no assurance, we do not believe that the discussion
that follows regarding RPII is applicable, because we believe
that each of our
non-U.S. insurance
101
company subsidiaries meets the 20% Ownership Exception and the
gross RPII of each of them as a percentage of its gross
insurance income was in prior years of operations and will be
for the foreseeable future below the 20% threshold for each year.
RPII is any insurance income (as defined below)
attributable to policies of insurance or reinsurance with
respect to which the person (directly or indirectly) insured is
a RPII shareholder (as defined below) or a
related person (as defined below) to such RPII
shareholder. In general, and subject to certain limitations,
insurance income is income (including premium and
investment income) attributable to the issuing of any insurance
or reinsurance contract that would be taxed under the portions
of the Code relating to insurance companies if the income were
the income of a domestic insurance company. For purposes of
inclusion of the RPII of one of our
non-U.S. subsidiaries
in the income of RPII shareholders, unless an exception applies,
the term RPII shareholder means any U.S. Person
who owns (directly or indirectly through foreign entities) any
of our ordinary shares. Generally, the term related
person for this purpose means someone who controls or is
controlled by the RPII shareholder or someone who is controlled
by the same person or persons that control the RPII shareholder.
Control is measured by either more than 50% in value or more
than 50% in voting power of stock applying certain constructive
ownership principles. A corporations pension plan is
ordinarily not a related person with respect to the
corporation unless the pension plan owns, directly or indirectly
through the application of certain constructive ownership rules,
more than 50%, measured by vote or value, of the stock of the
corporation. Each of our
non-U.S. insurance
company subsidiaries will be treated as a CFC under the RPII
provisions if RPII shareholders are treated as owning (directly,
indirectly through foreign entities or constructively) 25% or
more of our shares by vote or value.
RPII Exceptions. The special RPII rules will
not apply to a
non-U.S. insurance
company subsidiary of ours if (1) direct and indirect
insureds and persons related to such insureds, whether or not
U.S. Persons, are treated as owning (directly or indirectly
through entities) less than 20% of the voting power and less
than 20% of the value of our outstanding shares, or the 20%
Ownership Exception, (2) RPII, determined on a gross basis,
is less than 20% of gross insurance income of the subsidiary for
the taxable year, or the 20% Gross Income Exception,
(3) the subsidiary elects to be taxed on its RPII as if the
RPII were effectively connected with the conduct of a
U.S. trade or business, waives all treaty benefits with
respect to RPII and meets certain other requirements or
(4) the subsidiary elects to be treated as a
U.S. corporation, waives all treaty benefits and meets
certain other requirements. Where none of these exceptions
applies to one of our
non-U.S. insurance
company subsidiaries, each U.S. Person owning directly or
indirectly through foreign entities, any of our shares on the
last day of the subsidiarys taxable year will be required
to include in gross income for U.S. federal income tax
purposes that persons allocable share of the RPII of the
subsidiary for the portion of the taxable year during which the
subsidiary was a CFC under the RPII provisions, determined as if
all such RPII were distributed proportionately only to those
U.S. Persons at that date, but limited by each such
U.S. Persons share of that subsidiarys
current-year earnings and profits as reduced by the
U.S. Persons share, if any, of certain prior-year
deficits in earnings and profits. Our
non-U.S. insurance
company subsidiaries intend to operate in a manner that is
intended to ensure that each qualifies for the 20% Gross Income
Exception.
Computation of RPII. In order to determine how
much RPII a company has earned in each taxable year, we may
obtain and rely upon information from its insureds and
reinsureds to determine whether any of the insureds, reinsureds
or persons related thereto own (directly or indirectly through
foreign entities) our shares and are U.S. Persons. We may
not be able to determine whether any of the underlying direct or
indirect insureds to which our
non-U.S. subsidiaries
provide insurance or reinsurance is a shareholder of us or a
related person to such a shareholder. Consequently, we may not
be able to determine accurately the gross amount of RPII earned
by each
non-U.S. insurance
company subsidiary in a given taxable year.
If, as expected, the RPII of each of our
non-U.S. insurance
company subsidiaries is less than 20% of its gross insurance
income, RPII shareholders will not be required to include RPII
in their taxable income. The amount of RPII includible in the
income of a RPII shareholder is based upon the net RPII
income for the year after deducting related expenses such as
losses, loss reserves and operating expenses.
Apportionment of RPII to
U.S. Holders. Every RPII shareholder who
owns ordinary shares on the last day of any taxable year of a
subsidiary in which the 20% Ownership Exception does not apply
and the subsidiarys gross
102
insurance income constituting RPII for that year equals or
exceeds 20% of the subsidiarys gross insurance income
should expect that for such year the RPII shareholder will be
required to include in gross income its share of such
companys RPII for the portion of the taxable year during
which such company was a CFC under the RPII provisions, whether
or not distributed, even though the RPII shareholder may not
have owned the shares throughout such period. A RPII shareholder
who owns ordinary shares during such a taxable year but not on
the last day of the taxable year is not required to include in
gross income any part of a subsidiarys RPII.
For any year in which gross RPII of such a subsidiary is
20% or more of its gross insurance income for the year and the
20% Ownership Exception does not apply, we may also seek
information from our shareholders as to whether the beneficial
owners of our ordinary shares at the end of the year are
U.S. Persons so that the RPII may be determined and
apportioned among those persons. To the extent we are unable to
determine whether a beneficial owner of ordinary shares is a
U.S. Person, we may assume that such an owner is not a
U.S. Person, thereby increasing the per share RPII amount
for all known RPII shareholders.
Basis Adjustments. A RPII shareholders
tax basis in our ordinary shares will be increased by the amount
of any RPII that the shareholder includes in income. The RPII
shareholder may exclude from income the amount of any
distributions by us out of previously taxed RPII income. The
RPII shareholders tax basis in our ordinary shares will
then be reduced by the amount of any such distributions that are
excluded from income in this fashion.
Uncertainty as to Application of RPII. The
RPII provisions of the Code have never been interpreted by the
courts, and the U.S. Treasury Department has not yet issued
final regulations under those provisions. The regulations
interpreting the RPII provisions exist only in proposed form. It
is not certain whether these regulations will ultimately be
adopted as proposed, or what changes or clarifications may be
made to them, or whether any such changes, as well as any other
interpretation or application of RPII by the IRS, the courts or
otherwise, might have retroactive effect. The RPII statutory
provisions include the grant of authority to the Treasury
Department to prescribe such regulations as may be
necessary to carry out the purpose of this subsection including
... regulations preventing the avoidance of this subsection
through cross insurance arrangements or otherwise.
Accordingly, the meaning of the RPII provisions and the
application of them to our
non-U.S. insurance
company subsidiaries is uncertain. In addition, there can be no
assurance that the amount of RPII or the amounts of the RPII
inclusions for any particular RPII shareholder, if any, will not
be subject to adjustment based upon subsequent IRS examination.
You should consult your tax advisor as to the effects of these
uncertainties.
Information Reporting. Under certain
circumstances, U.S. Persons owning stock in a foreign
corporation are required to file IRS Form 5471 with their
U.S. federal income tax returns. Generally, information
reporting on Form 5471 is required by (1) a person who
is treated as a RPII shareholder, (2) a 10%
U.S. Shareholder of a foreign corporation that is a CFC for
an uninterrupted period of 30 days or more during any tax
year of the foreign corporation, and who owned the stock on the
last day of that year, and (3) under certain circumstances,
a U.S. Person who acquires stock in a foreign corporation
and as a result owns 10% or more of the voting power or value of
the outstanding stock of the foreign corporation, whether or not
the foreign corporation is a CFC, or who ceases to be such a 10%
shareholder in a taxable year. For any taxable year in which we
determine that gross RPII constitutes 20% or more of any of
one of our
non-U.S. insurance
company subsidiaries gross insurance income and the 20%
Ownership Exception does not apply, we intend to provide to all
identifiable U.S. Persons registered as shareholders of its
ordinary shares a completed Form 5471 or the relevant
information necessary to complete the form. Failure to file a
required Form 5471 may result in substantial penalties.
Tax-Exempt Shareholders. Tax-exempt entities
will generally be required to treat their allocable shares of
certain subpart F insurance income, including RPII, if any, as
unrelated business taxable income, or UBTI. Prospective
investors that are tax-exempt entities are urged to consult
their tax advisors as to the potential impact of the UBTI
provisions of the Code. A tax-exempt organization that is
treated as a 10% U.S. Shareholder or a RPII Shareholder
also must file IRS Form 5471 in the circumstances described
above.
Dispositions of Ordinary Shares. Subject to
the discussions below relating to the potential application of
section 1248 of the Code and the PFIC rules,
U.S. Persons who own ordinary shares generally will
recognize capital gain or loss for U.S. federal income tax
purposes on the sale, exchange or other disposition of ordinary
shares in the same manner as on the sale, exchange or other
disposition of any other shares held as capital assets. If the
holding
103
period for these ordinary shares exceeds one year, any gain will
be subject to tax at a current maximum marginal tax rate of 15%
for individuals and certain other non-corporate shareholders and
35% for corporations. There are limitations on the use of
capital losses. Moreover, gain, if any, generally will be a
U.S. source gain.
Section 1248 of the Code provides that if a
U.S. Person sells or exchanges stock in a foreign
corporation and the person owned, directly, indirectly through
certain foreign entities or constructively, 10% or more of the
voting power of the stock of the corporation at any time during
the five-year period ending on the date of disposition when the
corporation was a CFC, any gain from the sale or exchange of the
shares will be treated as a dividend to the extent of the
CFCs earnings and profits (determined under
U.S. federal income tax principles) during the period that
the shareholder held the shares and while the corporation was a
CFC (with certain adjustments). Because of the dispersion of the
ownership of our shares, provisions in our organizational
documents that limit voting power and other factors, no
U.S. person should be treated as owning (directly,
indirectly through foreign entities or constructively) 10% or
more of the total voting power of our outstanding shares. To the
extent this is the case, the application of section 1248
under the regular CFC rules will not apply to dispositions of
our ordinary shares. It is possible, however, that the IRS could
challenge the effectiveness of these provisions and that a court
could sustain such a challenge. Section 1248 also applies,
by its literal terms, to the sale or exchange of shares in a
foreign corporation if the foreign corporation is a CFC for RPII
purposes, regardless whether the shareholder is a 10%
U.S. Shareholder or whether the 20% Gross Income Exception
or the 20% Ownership Exception applies. Existing proposed
regulations do not address whether section 1248 will apply
if a foreign corporation is not a CFC but the foreign
corporation has a subsidiary that is a CFC and that would be
taxed as an insurance company if it were a domestic corporation.
However, this application of section 1248 under the RPII
rules should not apply to dispositions of our ordinary shares
because it will not be directly engaged in the insurance
business. There can be no assurance, however, that the IRS will
not interpret the proposed regulations in a contrary manner or
that the Treasury Department will not amend the proposed
regulations to provide that these rules will apply to
dispositions of ordinary shares. Prospective investors should
consult their tax advisors regarding the effects of these rules
on a disposition of ordinary shares.
Passive Foreign Investment Companies. In
general, a foreign corporation will be a PFIC during a given
year if (1) 75% or more of its gross income constitutes
passive income, or the 75% test, or (2) 50% or
more of its assets produce (or are held for the production of)
passive income, or the 50% test.
If we were characterized as a PFIC during a given year,
U.S. Persons holding our ordinary shares would be taxed at
ordinary income, rather than capital gains, rates on any gain
and would be subject to a penalty tax at the time of the sale at
a gain of, or receipt of an excess distribution with
respect to, their shares, unless they made a qualified
electing fund, or QEF, election or a
mark-to-market election. In general, a shareholder
receives an excess distribution if the amount of the
distribution is more than 125% of the average distribution with
respect to the shares during the three preceding taxable years
(or shorter period during which the taxpayer held the shares).
The penalty tax is computed by reference to the interest charges
on taxes that would have been due during the period the
shareholder owned the shares, computed by assuming that the
excess distribution or gain (in the case of a sale) with respect
to the shares were earned as ordinary income spread in equal
portions over each year in which the shareholder owned the
shares and taxed at the highest tax rate applicable to ordinary
income in that year. The interest charge is equal to the
applicable interest rate imposed on underpayments of
U.S. federal income tax. In addition, a distribution paid
by us to U.S. shareholders that is characterized as a
dividend and is not characterized as an excess distribution
would not be a qualified dividend for purposes of the reduced
rate of tax generally applicable to dividends received by
individuals and certain other non-corporate taxpayers. Moreover,
upon the death of any U.S. individual owning ordinary
shares in a PFIC, the individuals estate or heirs may not
be entitled to a
step-up
in tax basis of the shares that would otherwise be available
under U.S. federal income tax laws.
The PFIC consequences described above (other than the denial of
the reduced rate for dividends paid to non-corporate
shareholders) would not apply if a QEF election were made on a
timely basis. In such event, the shareholder would be required
to include in gross income each year its share of our ordinary
income and net capital gain, whether or not distributed. It is
uncertain, however, that we would be able to provide our
shareholders with the information necessary to make a QEF
election.
104
These consequences also would not apply if a mark-to-market
election is timely made. As a result of such an election, the
shareholder generally would be required to recognize ordinary
income (or, subject to limitations, ordinary loss) each year
based on the increase (or decrease) in the market value of our
ordinary shares held by such person during the year. In
addition, any gain (or loss) from a sale or other disposition of
ordinary shares would be treated as ordinary income (or, subject
to limitations, ordinary loss). So long as our ordinary shares
are traded on Nasdaq, under current regulations a mark-to-market
election generally would be available if our ordinary shares are
traded, other than in de minimis quantities, on at least
15 days during each calendar quarter.
Although passive income for purposes of the 75% test
and the 50% test generally includes interest, dividends,
annuities and other investment income, the PFIC rules provide
that income derived in the active conduct of an insurance
business by a corporation which is predominantly engaged in an
insurance business is not treated as passive
income. The PFIC provisions also contain a look-through
rule under which a foreign corporation shall be treated as if it
received directly its proportionate share of the
income, and as if it held its proportionate share of
the assets, of any other corporation in which the foreign
corporation owns at least 25% of the value of the stock.
The insurance income exception is intended to ensure that income
derived by a bona fide insurance company is not treated as
passive income, except to the extent attributable to financial
reserves in excess of the reasonable needs of the insurance
business. We expect that each of our
non-U.S. insurance
company subsidiaries will be predominantly engaged in an
insurance business and is unlikely to have financial reserves in
excess of the reasonable needs of its insurance business in each
year of operations. Accordingly, none of the income or assets of
those subsidiaries would be treated as passive. We also expect
that the passive income and assets of our other direct and
indirect subsidiaries will be relatively small in relation to
the active income and assets of each such subsidiary.
Accordingly, in each year of operations, we believe that neither
we nor any of our subsidiaries would be a PFIC. There can be no
assurance, however, that the IRS will not challenge this
position or that a court will not sustain such challenge.
Foreign Tax Credit. If U.S. Persons own a
majority of our shares, only a portion of the current income
inclusions, if any, under the CFC, RPII and PFIC rules and of
dividends paid by us (including any gain from the sale of shares
that is treated as a dividend under section 1248 of the
Code) will be treated as foreign source income for purposes of
computing a shareholders U.S. foreign tax credit
limitations. We will consider providing shareholders with
information regarding the portion of such amounts constituting
foreign source income to the extent such information is
reasonably available. It is also likely that substantially all
of the subpart F income, RPII and dividends that are foreign
source income will constitute either passive or
general income. Thus, it may not be possible for
most shareholders to utilize excess foreign tax credits to
reduce U.S. tax on such income.
Backup Withholding on Distributions and Disposition
Proceeds. Information returns may be filed with
the IRS in connection with distributions on the ordinary shares
and the proceeds from a sale or other disposition of the
ordinary shares unless the holder of the ordinary shares
establishes an exemption from the information reporting rules. A
holder of ordinary shares that does not establish such an
exemption may be subject to U.S. backup withholding tax on
these payments if the holder is not a corporation or other
exempt recipient and fails to provide a taxpayer identification
number or otherwise comply with the backup withholding rules.
The amount of any backup withholding from a payment to a
U.S. Person will be allowed as a credit against the
U.S. Persons U.S. federal income tax liability
and may entitle the U.S. Person to a refund, provided that
the required information is furnished to the IRS.
Proposed U.S. Tax
Legislation. Legislation has been introduced in
the U.S. Congress intended to eliminate certain perceived
tax advantages of companies (including insurance companies) that
have legal domiciles outside the United States but have certain
U.S. connections. It is possible that legislation could be
introduced and enacted by the current Congress or future
Congresses that could have an adverse impact on us or our
shareholders. For example, legislation has been introduced in
Congress that would, if enacted, deny qualified dividend
income treatment to amounts paid by any corporation
organized under the laws of a foreign country which does not
have a comprehensive income tax system, such as Bermuda. It is
possible that this legislative proposal, if enacted, could apply
retroactively. Therefore, depending on whether, when and in what
form this legislative proposal is enacted, we cannot assure you
that any dividends paid by us in the future would qualify for
reduced rates of tax.
105
Additionally, the U.S. federal income tax laws and
interpretations regarding whether a company is engaged in a
trade or business within the United States or is a PFIC, or
whether U.S. Persons would be required to include in their
gross income the subpart F income or the RPII of a CFC, are
subject to change, possibly on a retroactive basis. There are
currently no regulations regarding the application of the PFIC
rules to insurance companies and the regulations regarding RPII
are still in proposed form. New regulations or pronouncements
interpreting or clarifying such rules may be forthcoming. We
cannot be certain if, when or in what form such regulations or
pronouncements may be provided and whether such guidance will
have a retroactive effect.
106
UNDERWRITING
Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC, or FPK, is
acting as the bookrunning manager of the offering. Subject to
the terms and conditions stated in the purchase agreement, dated
the date of this prospectus, among us, the selling shareholders
and the underwriters listed below, we and the selling
shareholders have agreed to sell to the underwriters, and the
underwriters have agreed to purchase, the following respective
numbers of our ordinary shares.
|
|
|
|
|
|
|
Number of
|
|
Underwriters
|
|
Shares
|
|
|
Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC
|
|
|
|
|
Dowling & Partners Securities
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,583,900
|
|
|
|
|
|
|
The purchase agreement provides that the obligations of the
underwriters to purchase the shares included in this offering
are subject to approval of legal matters by counsel and to other
conditions. Under the terms and conditions of the purchase
agreement, the underwriters are committed to purchase all of the
shares offered by this prospectus, other than those covered by
the over-allotment option described below, if any shares are
purchased. The purchase agreement also provides that, if an
underwriter defaults, the purchase commitment of the
non-defaulting underwriter may be increased or this offering may
be terminated.
The underwriters initially propose to offer the ordinary shares
directly to the public at the public offering price set forth on
the cover page of this prospectus. If all of the shares are not
sold at the offering price, the underwriters may change the
offering price and the other selling terms, including the
concession and the reallowance. The underwriters may also
purchase the shares as principal and sell them from time to time
in the market as conditions warrant.
We and Trident II, L.P. and its affiliates, including
Marsh & McLennan Capital Professionals Fund, L.P. and
Marsh & McLennan Employees Security Company,
L.P., or Trident, have granted the underwriters an option,
exercisable not later than 30 days after the date of this
prospectus, to purchase from us on an equal basis up to 387,585
additional ordinary shares at the public offering price, less
the underwriting discount and an amount per share, if any, equal
to any dividends or distributions declared by us and payable on
the ordinary shares that comprise the initial commitment but not
payable on the additional ordinary shares, set forth on the
cover page of this prospectus. The underwriters may exercise the
option solely to cover over-allotments, if any, made in
connection with this offering. To the extent that the
underwriters exercise the option, each underwriter will become
obligated, as long as the conditions of the underwriting
agreement are satisfied, to purchase a number of additional
ordinary shares approximately proportionate to the
underwriters initial commitment as indicated in the table
above. We and Trident will be obligated, pursuant to the option,
to sell these additional ordinary shares to the underwriters on
an equal basis to the extent the option is exercised. If any
additional ordinary shares are purchased pursuant to the option,
the underwriters will offer the additional shares on the same
terms as those on which the other shares are being offered
hereby.
The following table shows the underwriting discounts and
commissions that we and the selling shareholders are to pay to
the underwriters in connection with this offering. The
information in the table assumes either no exercise or full
exercise by the underwriters of their over-allotment option.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
|
Total
|
|
|
|
Without
|
|
|
With
|
|
|
Without
|
|
|
With
|
|
|
|
Over-Allotment
|
|
|
Over-Allotment
|
|
|
Over-Allotment
|
|
|
Over-Allotment
|
|
|
Underwriting discounts and commissions paid by us
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Expenses payable by us
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Underwriting discounts and commissions paid by selling
shareholders
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
We estimate that the total expenses of the offering payable by
us will be approximately
$ .
We, Trident and our directors and executive officers have
agreed, subject to certain exceptions, that, during a period of
180 days from the date of this prospectus, we will not,
without the prior written consent of the underwriters
107
(i) directly or indirectly, offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant
to purchase, or otherwise transfer or dispose of any ordinary
shares or any securities convertible into or exercisable or
exchangeable for ordinary shares or file any registration
statement under the Securities Act with respect to any of the
foregoing, or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of
ownership of any of our ordinary shares, whether any such swap
or transaction described in clause (i) or (ii) above
is to be settled by delivery of ordinary shares or such other
securities, in cash or otherwise. The underwriters, in their
sole discretion, may release any of the ordinary shares from the
lock-up
agreements prior to expiration of the
180-day
period without notice.
Our ordinary shares trade on the Nasdaq Global Select Market
under the symbol ESGR. We will apply for listing of
the additional ordinary shares being offered hereby on the
Nasdaq Global Select Market, under such symbol.
In connection with this offering, the underwriters, being
qualified market makers on the Nasdaq Global Select Market, may
engage in passive market making transactions in our ordinary
shares on the Nasdaq Global Select Market in accordance with
Rule 103 of Regulation M under the Securities Act of
1933. Rule 103 permits passive market making during the
period when Regulation M would otherwise prohibit market
making activity by the participants in our offering of ordinary
shares. Passive market making may occur during the business day
before the pricing of our offering, before the commencement of
offers or sales of our ordinary shares. Passive market makers
must comply with the applicable volume and price limitations and
must be identified as a passive market maker. In general, a
passive market maker must display its bid at a price not in
excess of the highest independent bid for the security. If all
independent bids are lowered below the bid of the passive market
maker, however, the bid must then be lowered when purchase
limits are exceeded. Net purchases by a passive market maker on
each day are limited to a specified percentage of the passive
market makers average daily trading volume in our common
stock during a specified period and must be discontinued when
that limit is reached. The underwriters and other dealers are
not required to engage in passive market making and may end
passive market making activities at any time.
In addition, the underwriters may engage in transactions that
are intended to stabilize, maintain or otherwise affect the
price of the ordinary shares and during and after the offering.
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Stabilizing transactions permit bids to purchase shares of our
ordinary shares so long as the stabilizing bids do not exceed a
specified maximum.
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Over-allotment transactions involve sales by the underwriters of
our ordinary shares in excess of the number of shares the
underwriters are obligated to purchase. This creates a syndicate
short position which may be either a covered short position or a
naked short position. In a covered short position, the number of
shares over-allotted by the underwriters is not greater than the
number of shares that they may purchase in the over-allotment
option. In a naked short position, the number of shares involved
is greater than the number of shares in the over-allotment
option. The underwriters may close out any short position by
either exercising their over-allotment option
and/or by
purchasing shares in the open market.
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Syndicate covering transactions involve purchases of our
ordinary shares in the open market after the distribution has
been completed in order to cover syndicate short positions. In
determining the source of shares to close out the short
position, the underwriters will consider, among other things,
the price of shares available for purchase in the open market as
compared with the price at which they may purchase shares
through exercise of the over-allotment option. If the
underwriters sell more shares than could be covered through
exercise of the over-allotment option and, therefore, have a
naked short position, the position can be closed out only by
buying shares in the open market. A naked short position is more
likely to be created if the underwriters are concerned that
after pricing there could be downward pressure on the price of
the shares in the open market that could adversely affect
investors who purchase in the offering.
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Penalty bids permit the representatives to reclaim a selling
concession from a syndicate member when any of our ordinary
shares originally sold by that syndicate member are purchased in
a stabilizing or syndicate cover transaction to cover syndicate
short positions.
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108
The effect of these transactions may be to stabilize or maintain
the market price of our ordinary shares at a level above that
which might otherwise prevail in the open market. The imposition
of a penalty bid may also affect the price of our ordinary
shares to the extent that it discourages resales. No
representation is made as to the magnitude or effect of any such
stabilization or other transactions. Such transactions may be
effected in the Nasdaq Global Select Market or otherwise and, if
commenced, may be discontinued at any time.
The underwriters may, from time to time, engage in transactions
with and perform services for us or our affiliates in the
ordinary course of their business for which they will receive
customary fees and commissions.
This offering is being conducted in accordance with the
applicable provisions of Rule 2720 of the Financial
Industry Regulatory Authority Conduct Rules because this
offering is being made by an underwriter, FPK, with whom we are
affiliated. J. Christopher Flowers, one of our directors and
largest shareholders, controls JCF Associates II L.P. and
J.C. Flowers & Co. LLC. JCF Associates II L.P. is
the general partner and J.C. Flowers & Co. LLC is the
investment advisor of the Flowers Fund. John J. Oros, our
Executive Chairman and a member of our board of directors, is a
Managing Director of J.C. Flowers & Co LLC. An
affiliate of the Flowers Fund controls approximately 40% of FPK.
In addition, we have entered into a joint investment program
with an affiliate of one of the underwriters, FPK, as described
below.
In December 2007, we, in conjunction with JCF FPK, formed
U.K.-based Shelbourne, to invest in RITC transactions (the
transferring of liabilities from one Lloyds Syndicate to
another), with Lloyds of London insurance and reinsurance
syndicates in run-off. JCF FPK is a joint investment program
between FPK and the Flowers Fund. Shelbourne is a holding
company of a Lloyds Managing Agency, Shelbourne Syndicate
Services Limited. We own 50.1% of Shelbourne, which in turn owns
100% of Shelbourne Syndicate Services Limited, the Managing
Agency for Lloyds Syndicate 2008, a syndicate approved by
Lloyds of London on December 16, 2007 to undertake
RITC transactions with Lloyds syndicates in run-off. We
have committed capital of approximately £36.0 million
(approximately $72.0 million) to Lloyds Syndicate
2008. Our capital commitment was financed by approximately
£12.0 million (approximately $24.0 million) from
bank finance; approximately £11.0 million
(approximately $22.0 million) from the Flowers Fund (acting
in its own capacity and not through JCF FPK), by way of
non-voting equity participation; and approximately
£13.0 million (approximately $26.0 million) from
available cash on hand. JCF FPKs capital commitment to
Lloyds Syndicate 2008 is approximately
£14.0 million (approximately $28.0 million).
George Cochran, Chairman of FPK, is a director of two of our
subsidiaries, Shelbourne Group Limited and Shelbourne Syndicate
Services Limited. Timothy Hanford, Co-Head of FPK Capital, the
private equity vehicle of FPK, is a director of three of our
subsidiaries: Shelbourne Group Limited, Shelbourne Syndicate
Services Limited and SGL No. 1 Limited. In addition, James
Lewisohn, Co-Head of FPK Capital, is a director of Shelbourne
Group Limited.
We and the selling shareholders have agreed to indemnify the
underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the
underwriters may be required to make in respect of such
liabilities.
A prospectus in electronic format may be made available on
Internet sites or through other online services maintained by
one or more of underwriters participating in this offering, or
by their affiliates. In those cases, prospective investors may
view the prospectus online and, depending upon the particular
underwriter, prospective investors may be allowed to place
orders online. The underwriters may agree with us to allocate a
specific number of shares for sale to online brokerage account
holders. Any such allocation for online distributions will be
made by the representatives on the same basis as other
allocations. In addition, one or more of the underwriters
participating in this offering may distribute prospectuses
electronically.
Other than the prospectus in electronic format, information on
the underwriters and any information contained in any other
website maintained by an underwriter is not part of this
prospectus or the registration statement of which this
prospectus forms a part, has not been approved
and/or
endorsed by us or any underwriter in its capacity as underwriter
and should not be relied on by investors.
109
United
Kingdom
Each underwriter has severally represented and agreed that:
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it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning
of Section 21 of the Financial Services and Markets Act
2000, or FSMA) in connection with the issue or sale of the
shares in circumstances in which Section 21(1) of the FSMA
does not apply to us; and
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it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to
the shares in, from or otherwise involving the United Kingdom.
|
European
Economic Area Selling Restriction
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive, each being a
Relevant Member State, each underwriter has represented and
agreed that an offer to the public of any ordinary shares which
are the subject of this offering may not be made in that
Relevant Member State except that an offer to the public in that
Relevant Member State of any ordinary shares may be made at any
time under the following exemptions under the Prospectus
Directive, if they have been implemented in that Relevant Member
State:
(a) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;
(b) subject to the rejections of the Relevant Member State,
to any company which has two or more of (1) an average of
at least 250 employees during the last financial year;
(2) a total balance sheet of more than 43,000,000;
and (3) an annual net turnover of more than
50,000,000, in each case, as shown in its last annual or
consolidated accounts;
(c) to fewer than 100 natural or legal persons per Member
State (other than qualified investors as defined in the
Prospectus Directive) subject to obtaining the prior consent of
the lead underwriter; or
(d) in any other circumstances falling within
Article 3(2) of the Prospectus Directive;
provided that no such offer of our ordinary shares shall require
us or any underwriter to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus
Directive.
For the purposes of this provision, the expression an
offer of ordinary shares to the public in relation
to any of our ordinary shares in any Relevant Member State means
the communication in any form and by any means of sufficient
information on the terms of the offer and the ordinary shares to
be offered so as to enable an investor to decide to purchase or
subscribe the ordinary shares, as the same may be varied in that
Member State by any measure implementing the Prospectus
Directive in that Member State and the expression
Prospectus Directive means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant
Member State.
The prospectus has been prepared on the basis that all offers of
the ordinary shares will be made pursuant to an exemption under
the Prospectus Directive, as implemented in Relevant Member
States, from the requirement to produce a prospectus for offers
of our ordinary shares. Accordingly any person making or
intending to make any offer within the European Economic Area of
our ordinary shares which are the subject of the offering
described in this prospectus should only do so in circumstances
in which no obligation arises for us or any of the underwriters
to produce a prospectus for such offer. Neither we nor the
underwriters have authorized nor do we or they authorize, the
making of any offer of ordinary shares through any financial
intermediary, other than offers made by the underwriters which
constitute the final placement of the ordinary shares
contemplated in this prospectus.
110
LEGAL
MATTERS
The validity of the issuance of the ordinary shares offered
hereby will be passed upon for us and the selling shareholders
by Conyers Dill & Pearman. Various legal matters
relating to the offering will be passed upon for us and the
selling shareholders by Drinker Biddle & Reath LLP.
Various legal matters relating to the offering will be passed
upon for the underwriters by Sidley Austin LLP.
EXPERTS
The financial statements of Enstar Group Limited and the related
financial statement schedule included and incorporated in this
prospectus by reference from Enstar Group Limiteds Annual
Report on
Form 10-K
for the year ended December 31, 2007 and the effectiveness
of Enstar Group Limiteds internal control over financial
reporting have been audited by Deloitte & Touche, an
independent registered public accounting firm, as stated in
their reports, which are included and incorporated herein by
reference, and have been so included and incorporated in
reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The financial statements of Enstar Australia Limited (formerly
Cobalt Solutions Australia Limited), Church Bay Limited
(formerly AMPG (1992) Limited), Gordian Runoff Limited, TGI
Australia Limited, Harrington Sound Limited (formerly AMP
General Insurance Limited), incorporated in this prospectus by
reference from Amendment No. 1 to the
Form 8-K
filed by Enstar Group Limited with the SEC on May 21, 2008
have been audited by Ernst & Young, independent
auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as
experts in accounting and auditing.
With respect to the unaudited interim financial information for
Enstar Group Limited for the periods ended March 31, 2007
and 2008, which is included and incorporated herein by reference
from Enstar Group Limiteds Quarterly Report on
Form 10-Q/A
filed with the SEC on June 5, 2008, Deloitte &
Touche, an independent registered public accounting firm, have
applied limited procedures in accordance with the standards of
the Public Company Accounting Oversight Board (United States)
for a review of such information. Deloitte & Touche
are not subject to the liability provisions of Section 11
of the Securities Act for their reports on the unaudited interim
financial information because those reports are not
reports or a part of the Registration
Statement prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Securities Act.
111
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the information reporting requirements of the
Exchange Act, and, in accordance with these requirements, we are
required to file periodic reports and other information with the
SEC. The reports and other information filed by us with the SEC
may be inspected and copied at the public reference facilities
maintained by the SEC as described below.
You may copy and inspect any materials that we file with the SEC
at the SECs Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at
1-800-SEC-0330
for further information about the operation of the public
reference rooms. The SEC also maintains an internet website at
http://www.sec.gov
that contains our filed reports, proxy and information
statements, and other information that we file electronically
with the SEC. Additionally, we make these filings available,
free of charge, on our website at www.enstargroup.com as
soon as reasonably practicable after we electronically file such
materials with, or furnish them to, the SEC. The information on
our website, other than the filings incorporated by reference in
this prospectus, is not, and should not be, considered part of
this prospectus, is not incorporated by reference into this
document, and should not be relied upon in connection with
making any investment decision with respect to our ordinary
shares.
112
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We disclose important information to you by referring you to
documents that we have previously filed with the SEC or
documents that we will file with the SEC in the future. The
information incorporated by reference is considered to be part
of this prospectus, and information in documents that we file
later with the SEC will automatically update and supersede
information in this prospectus. We incorporate by reference the
documents listed below into this prospectus, and any future
filings made by us with the SEC under Section 13(a), 13(c),
14 or 15(d) or the Exchange Act until we close this offering,
including all filings made after the date of the initial
registration statement and prior to the effectiveness of the
registration statement. We hereby incorporate by reference the
following documents, which have been filed with the SEC
(File No. 001-33289):
1. Our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007, filed with the
SEC on February 29, 2008;
2. Our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008, filed with the SEC on
May 12, 2008 and amended on June 5, 2008;
3. Our Current Reports on
Form 8-K,
filed with the SEC on January 31, 2008, March 5, 2008,
May 21, 2008 and June 5, 2008; and
4. The description of our share capital contained in
Exhibit 99.1 of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006 and any
amendments or reports filed for the purpose of updating any such
description.
Notwithstanding the foregoing, information furnished under
Items 2.02 and 7.01 of any Current Report on
Form 8-K,
including the related exhibits under Item 9.01, is not
incorporated by reference in this prospectus.
Any statement contained in a document incorporated or deemed to
be incorporated by reference in this prospectus is modified or
superseded for purposes of the prospectus to the extent that a
statement contained in this prospectus or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded does not,
except as so modified or superseded, constitute a part of this
prospectus.
You may request a copy of these filings, at no cost, by written
or oral request made to us at the following address or telephone
number:
Enstar Group Limited
P.O. Box HM 2267
Windsor Place,
3rd
Floor, 18 Queen Street
Hamilton HM JX, Bermuda
Attention: Corporate Secretary
Telephone:
(441) 292-3645
113
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Enstar Group Limited (formerly known as Castlewood Holdings
Limited)
We have audited the accompanying consolidated balance sheets of
Enstar Group Limited (formerly known as Castlewood Holdings
Limited) and subsidiaries (the Company) as of December 31,
2007 and 2006, and the related consolidated statements of
earnings, comprehensive income, changes in shareholders
equity and cash flows for the years ended December 31,
2007, 2006 and 2005. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of
Enstar Group Limited and subsidiaries at December 31, 2007
and 2006, and the results of their operations and their cash
flows for the years ended December 31, 2007, 2006 and 2005
in conformity with accounting principles generally accepted in
the United States of America.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
Companys internal control over financial reporting as of
December 31, 2007, based on Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated
February 29, 2008 expressed an unqualified opinion on the
Companys internal control over financial reporting.
Hamilton, Bermuda
February 29, 2008
F-2
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2007
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2006
|
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(Expressed in thousands of U.S. dollars, except share
data)
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ASSETS
|
Short-term investments, available for sale, at fair value
(amortized cost: 2007 $15,480; 2006
$273,556)
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|
$
|
15,480
|
|
|
$
|
273,556
|
|
Fixed maturities, available for sale, at fair value (amortized
cost: 2007 $7,006; 2006 $5,581)
|
|
|
6,878
|
|
|
|
5,581
|
|
Fixed maturities, held to maturity, at amortized cost (fair
value: 2007 $210,998; 2006 $328,183)
|
|
|
211,015
|
|
|
|
332,750
|
|
Fixed maturities, trading, at fair value (amortized cost:
2007 $318,199; 2006 $93,581)
|
|
|
323,623
|
|
|
|
93,221
|
|
Equities, trading, at fair value (cost: 2007 $5,087;
2006 $nil)
|
|
|
4,900
|
|
|
|
|
|
Other investments, at fair value
|
|
|
75,300
|
|
|
|
42,421
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
637,196
|
|
|
|
747,529
|
|
Cash and cash equivalents
|
|
|
995,237
|
|
|
|
450,817
|
|
Restricted cash and cash equivalents
|
|
|
168,096
|
|
|
|
62,746
|
|
Accrued interest receivable
|
|
|
7,200
|
|
|
|
7,305
|
|
Accounts receivable, net
|
|
|
25,379
|
|
|
|
17,758
|
|
Income taxes recoverable
|
|
|
658
|
|
|
|
|
|
Reinsurance balances receivable
|
|
|
465,277
|
|
|
|
408,142
|
|
Investment in partly owned company
|
|
|
|
|
|
|
17,998
|
|
Goodwill
|
|
|
21,222
|
|
|
|
21,222
|
|
Other assets
|
|
|
96,878
|
|
|
|
40,735
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
2,417,143
|
|
|
$
|
1,774,252
|
|
|
|
|
|
|
|
|
|
|
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LIABILITIES
|
Losses and loss adjustment expenses
|
|
$
|
1,591,449
|
|
|
$
|
1,214,419
|
|
Reinsurance balances payable
|
|
|
189,870
|
|
|
|
62,831
|
|
Accounts payable and accrued liabilities
|
|
|
21,383
|
|
|
|
29,191
|
|
Income taxes payable
|
|
|
|
|
|
|
1,542
|
|
Loans payable
|
|
|
60,227
|
|
|
|
62,148
|
|
Other liabilities
|
|
|
40,178
|
|
|
|
29,991
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
1,903,107
|
|
|
|
1,400,122
|
|
|
|
|
|
|
|
|
|
|
MINORITY INTEREST
|
|
|
63,437
|
|
|
|
55,520
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
|
|
|
|
|
|
Authorized issued and fully paid, par value $1 each (Authorized
2007:
|
|
|
|
|
|
|
|
|
156,000,000; 2006: 99,000,000)
|
|
|
|
|
|
|
|
|
Ordinary shares (Issued and outstanding 2007: 11,920,377; 2006:
18,885)
|
|
|
11,920
|
|
|
|
19
|
|
Non-voting convertible ordinary shares (Issued 2007: 2,972,892;
2006: $nil)
|
|
|
2,973
|
|
|
|
|
|
Treasury stock at cost (non-voting convertible ordinary shares
2007:
|
|
|
|
|
|
|
|
|
2,972,892; 2006: $nil)
|
|
|
(421,559
|
)
|
|
|
|
|
Additional paid-in capital
|
|
|
590,934
|
|
|
|
111,371
|
|
Accumulated other comprehensive income
|
|
|
6,035
|
|
|
|
4,565
|
|
Retained earnings
|
|
|
260,296
|
|
|
|
202,655
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS EQUITY
|
|
|
450,599
|
|
|
|
318,610
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
|
$
|
2,417,143
|
|
|
$
|
1,774,252
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements
F-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Expressed in thousands of U.S. dollars,
|
|
|
|
except share and per share data)
|
|
|
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
31,918
|
|
|
$
|
33,908
|
|
|
$
|
22,006
|
|
Net investment income
|
|
|
64,087
|
|
|
|
48,099
|
|
|
|
28,236
|
|
Net realized gains (losses)
|
|
|
249
|
|
|
|
(98
|
)
|
|
|
1,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,254
|
|
|
|
81,909
|
|
|
|
51,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reduction in loss and loss adjustment expense liabilities
|
|
|
(24,482
|
)
|
|
|
(31,927
|
)
|
|
|
(96,007
|
)
|
Salaries and benefits
|
|
|
46,977
|
|
|
|
40,121
|
|
|
|
40,821
|
|
General and administrative expenses
|
|
|
31,413
|
|
|
|
18,878
|
|
|
|
10,962
|
|
Interest expense
|
|
|
4,876
|
|
|
|
1,989
|
|
|
|
|
|
Net foreign exchange (gain) loss
|
|
|
(7,921
|
)
|
|
|
(10,832
|
)
|
|
|
4,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,863
|
|
|
|
18,229
|
|
|
|
(39,622
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS BEFORE INCOME TAXES, MINORITY INTEREST AND SHARE OF NET
EARNINGS OF PARTLY OWNED COMPANIES
|
|
|
45,391
|
|
|
|
63,680
|
|
|
|
91,132
|
|
INCOME TAXES
|
|
|
7,441
|
|
|
|
318
|
|
|
|
(914
|
)
|
MINORITY INTEREST
|
|
|
(6,730
|
)
|
|
|
(13,208
|
)
|
|
|
(9,700
|
)
|
SHARE OF NET EARNINGS OF PARTLY OWNED COMPANIES
|
|
|
|
|
|
|
518
|
|
|
|
192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS BEFORE EXTRAORDINARY GAIN
|
|
|
46,102
|
|
|
|
51,308
|
|
|
|
80,710
|
|
Extraordinary gain Negative goodwill (net of
minority interest of $nil, $4,329 and $nil, respectively)
|
|
|
15,683
|
|
|
|
31,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS
|
|
$
|
61,785
|
|
|
$
|
82,346
|
|
|
$
|
80,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share before extraordinary gain basic
|
|
$
|
3.93
|
|
|
$
|
5.21
|
|
|
$
|
8.29
|
|
Extraordinary gain per share basic
|
|
|
1.34
|
|
|
|
3.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic
|
|
$
|
5.27
|
|
|
$
|
8.36
|
|
|
$
|
8.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share before extraordinary gain diluted
|
|
$
|
3.84
|
|
|
$
|
5.15
|
|
|
$
|
8.14
|
|
Extraordinary gain per share diluted
|
|
|
1.31
|
|
|
|
3.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share diluted
|
|
$
|
5.15
|
|
|
$
|
8.26
|
|
|
$
|
8.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic
|
|
|
11,731,908
|
|
|
|
9,857,194
|
|
|
|
9,739,560
|
|
Weighted average shares outstanding diluted
|
|
|
12,009,683
|
|
|
|
9,966,960
|
|
|
|
9,918,823
|
|
See accompanying notes to the consolidated financial statements
F-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Expressed in thousands of U.S. dollars)
|
|
|
NET EARNINGS
|
|
$
|
61,785
|
|
|
$
|
82,346
|
|
|
$
|
80,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding (losses) gains on investments arising during
the period
|
|
|
249
|
|
|
|
(98
|
)
|
|
|
1,268
|
|
Reclassification adjustment for net realized (gains) losses
included in net earnings
|
|
|
(249
|
)
|
|
|
98
|
|
|
|
(1,268
|
)
|
Currency translation adjustment
|
|
|
1,470
|
|
|
|
3,555
|
|
|
|
(899
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
1,470
|
|
|
|
3,555
|
|
|
|
(899
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
$
|
63,255
|
|
|
$
|
85,901
|
|
|
$
|
79,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements
F-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Expressed in thousands of U.S. dollars, except share and per
share data)
|
|
|
Share Capital Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
19
|
|
|
$
|
22,661
|
|
|
$
|
22,912
|
|
Redemption of Class E shares
|
|
|
|
|
|
|
(22,642
|
)
|
|
|
(252
|
)
|
Grant of Class D shares
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Conversion of shares
|
|
|
6,029
|
|
|
|
|
|
|
|
|
|
Issue of shares
|
|
|
5,775
|
|
|
|
|
|
|
|
|
|
Shares repurchased
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
Share awards granted/vested
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
11,920
|
|
|
$
|
19
|
|
|
$
|
22,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Capital Non-Voting Convertible Ordinary
Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Conversion of shares
|
|
|
2,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
2,973
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Shares acquired, at cost
|
|
|
(421,559
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
(421,559
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
111,371
|
|
|
$
|
89,090
|
|
|
$
|
85,341
|
|
Reclassification of deferred compensation
|
|
|
|
|
|
|
(112
|
)
|
|
|
(30
|
)
|
Share awards granted/vested
|
|
|
3,665
|
|
|
|
112
|
|
|
|
3,779
|
|
Shares repurchased
|
|
|
(16,755
|
)
|
|
|
|
|
|
|
|
|
Issue of shares
|
|
|
490,269
|
|
|
|
|
|
|
|
|
|
Amortization of share awards
|
|
|
2,384
|
|
|
|
22,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
590,934
|
|
|
$
|
111,371
|
|
|
$
|
89,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
|
|
|
$
|
(112
|
)
|
|
$
|
(371
|
)
|
Amortization of deferred compensation
|
|
|
|
|
|
|
|
|
|
|
259
|
|
Reclassification of deferred compensation
|
|
|
|
|
|
|
112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
4,565
|
|
|
$
|
1,010
|
|
|
$
|
1,909
|
|
Other comprehensive income/(loss)
|
|
|
1,470
|
|
|
|
3,555
|
|
|
|
(899
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
6,035
|
|
|
$
|
4,565
|
|
|
$
|
1,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
202,655
|
|
|
$
|
148,257
|
|
|
$
|
67,547
|
|
Adjustment to initially apply FIN 48
|
|
|
4,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted balance, beginning of period
|
|
|
207,513
|
|
|
|
148,257
|
|
|
|
67,547
|
|
Conversion of shares
|
|
|
(9,002
|
)
|
|
|
|
|
|
|
|
|
Dividend paid
|
|
|
|
|
|
|
(27,948
|
)
|
|
|
|
|
Net earnings
|
|
|
61,785
|
|
|
|
82,346
|
|
|
|
80,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
260,296
|
|
|
$
|
202,655
|
|
|
$
|
148,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
F-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Expressed in thousands of
|
|
|
|
U.S. dollars)
|
|
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
61,785
|
|
|
$
|
82,346
|
|
|
$
|
80,710
|
|
Adjustments to reconcile net earnings to cash flows provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest
|
|
|
6,730
|
|
|
|
13,208
|
|
|
|
9,700
|
|
Negative goodwill (2006: net of minority interest of $4,329)
|
|
|
(15,683
|
)
|
|
|
(31,038
|
)
|
|
|
|
|
Share of undistributed net earnings of partly owned companies
|
|
|
|
|
|
|
(518
|
)
|
|
|
(192
|
)
|
Amortization of deferred compensation
|
|
|
|
|
|
|
|
|
|
|
259
|
|
Share-based compensation expense
|
|
|
2,384
|
|
|
|
22,393
|
|
|
|
3,780
|
|
Net realized and unrealized investment loss (gain)
|
|
|
(249
|
)
|
|
|
453
|
|
|
|
(1,268
|
)
|
Other items
|
|
|
5,374
|
|
|
|
(11,983
|
)
|
|
|
20,321
|
|
Depreciation and amortization
|
|
|
951
|
|
|
|
503
|
|
|
|
493
|
|
Amortization of bond premiums and discounts
|
|
|
176
|
|
|
|
1,959
|
|
|
|
564
|
|
Net movement of trading securities
|
|
|
104,363
|
|
|
|
12,122
|
|
|
|
76,695
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance balances receivable
|
|
|
118,850
|
|
|
|
(52,453
|
)
|
|
|
116,887
|
|
Other assets
|
|
|
(7,580
|
)
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
(105,115
|
)
|
|
|
(14,922
|
)
|
|
|
(282,718
|
)
|
Reinsurance balances payable
|
|
|
(74,472
|
)
|
|
|
(17,904
|
)
|
|
|
(31,552
|
)
|
Accounts payable and accrued liabilities
|
|
|
(5,926
|
)
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
(17,914
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by (used in) operating activities
|
|
|
73,674
|
|
|
|
4,166
|
|
|
|
(6,321
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired
|
|
$
|
5,653
|
|
|
$
|
4,698
|
|
|
$
|
16,561
|
|
Purchase of available-for-sale securities
|
|
|
(74,827
|
)
|
|
|
(100,644
|
)
|
|
|
(112,010
|
)
|
Sales and maturities of available-for-sale securities
|
|
|
411,573
|
|
|
|
305,387
|
|
|
|
201,712
|
|
Purchase of held-to-maturity securities
|
|
|
(29,512
|
)
|
|
|
(171,250
|
)
|
|
|
(133,492
|
)
|
Maturity of held-to-maturity securities
|
|
|
229,818
|
|
|
|
143,298
|
|
|
|
46,220
|
|
Movement in restricted cash and cash equivalents
|
|
|
(53,358
|
)
|
|
|
|
|
|
|
|
|
Funding of other investments
|
|
|
(11,824
|
)
|
|
|
(11,009
|
)
|
|
|
(26,360
|
)
|
Other investing activities
|
|
|
(2,396
|
)
|
|
|
8,816
|
|
|
|
(6,704
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by (used in) investing activities
|
|
|
475,127
|
|
|
|
179,296
|
|
|
|
(14,073
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption of shares
|
|
$
|
|
|
|
$
|
(22,642
|
)
|
|
$
|
(282
|
)
|
Distribution of capital to minority shareholders
|
|
|
|
|
|
|
(11,765
|
)
|
|
|
|
|
Contribution to surplus of subsidiary by minority interest
|
|
|
1,187
|
|
|
|
22,918
|
|
|
|
|
|
Dividend paid
|
|
|
|
|
|
|
(27,948
|
)
|
|
|
|
|
Dividend paid to minority shareholders
|
|
|
|
|
|
|
(13,715
|
)
|
|
|
(548
|
)
|
Receipt of loans
|
|
|
42,125
|
|
|
|
86,356
|
|
|
|
|
|
Repayment of loans
|
|
|
(31,032
|
)
|
|
|
(46,839
|
)
|
|
|
|
|
Repurchase of shares
|
|
|
(16,762
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in financing activities
|
|
|
(4,482
|
)
|
|
|
(13,635
|
)
|
|
|
(830
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRANSLATION ADJUSTMENT
|
|
|
101
|
|
|
|
778
|
|
|
|
(533
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
544,420
|
|
|
|
170,605
|
|
|
|
(21,757
|
)
|
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
|
|
450,817
|
|
|
|
280,212
|
|
|
|
301,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF YEAR
|
|
$
|
995,237
|
|
|
$
|
450,817
|
|
|
$
|
280,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplement Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income taxes recovered (paid)
|
|
$
|
5,241
|
|
|
$
|
647
|
|
|
$
|
(1,733
|
)
|
Interest paid
|
|
$
|
4,597
|
|
|
$
|
1,041
|
|
|
$
|
|
|
See accompanying notes to the consolidated financial statements
F-7
|
|
1.
|
DESCRIPTION
OF BUSINESS
|
Enstar Group Limited (formerly Castlewood Holdings Limited)
(Enstar or the Company) was formed in
August 2001 under the laws of Bermuda to acquire and manage
insurance and reinsurance companies in run-off, and to provide
management, consulting and other services to the insurance and
reinsurance industry. On January 31, 2007, Enstar completed
the merger (the Merger) of CWMS Subsidiary Corp., a
Georgia corporation and wholly-owned subsidiary of Enstar, with
and into The Enstar Group Inc. (EGI), a Georgia
corporation. As a result of the Merger, EGI, renamed Enstar USA,
Inc., is now a wholly-owned subsidiary of Enstar. Prior to the
Merger, EGI owned approximately 32% economic and 50% voting
interest in Enstar.
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
Basis of preparation The consolidated
financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of
America. The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates. The major estimates reflected in the
Companys financial statements include, but are not limited
to, the reserves for losses and loss adjustment expenses and
reinsurance balances receivable.
The terms FAS and FASB used in these
notes refer to Statements of Financial Standards issued by the
United States Financial Accounting Standards Board.
Basis of consolidation The consolidated
financial statements include the assets, liabilities and results
of operations of the Company as of December 31, 2007 and
2006 and for the years ended December 31, 2007, 2006 and
2005. Results of operations for subsidiaries acquired are
included from the dates of their acquisition by the Company.
Intercompany transactions are eliminated on consolidation.
Cash and cash equivalents For purposes of the
consolidated statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an initial
maturity of three months or less to be cash and cash equivalents.
Investments
a) Short-Term Investments: Short-term
investments comprise securities with a maturity greater than
three months but less than one year from the date of purchase.
Short-term investments classified as available-for-sale are
carried at fair value, with unrealized gains and losses excluded
from net earnings and reported as a separate component of
accumulated other comprehensive income. Amortization expenses
derive from the difference between the nominal value and
purchase cost and they are spread over the time to maturity of
the debt securities.
b) Fixed Maturities: Debt securities
classified as held-to-maturity investments are carried at
purchase cost adjusted for amortization of premiums and
discounts. Debt investments classified as trading securities are
carried at fair value, with unrealized holding gains and losses
recognized in net investment income. Debt securities classified
as available-for-sale are carried at fair value, with unrealized
gains and losses excluded from net earnings and reported as a
separate component of accumulated other comprehensive income.
Amortization expenses derive from the difference between the
nominal value and purchase cost and they are spread over the
time to maturity of the debt securities.
F-8
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES (contd)
|
c) Equity Securities: Equity investments
are classified as trading securities and are carried at fair
value with realized and unrealized holding gains and losses
recognized in realized gains and losses.
d) Other Investments: Other investments
include investments in limited partnerships and limited
liability companies which value their investments at fair value.
The Company has no significant influence and does not
participate in the management of these investments. Other
investments are accounted for under the equity method whereby
the investment is initially recorded at cost and adjusted to
reflect the Companys proportionate share of income or loss
for the period and reduced by dividends received. Significant
estimates are involved in the valuation of other investments.
Because of the inherent uncertainty of valuation, the estimates
of fair value may differ significantly from the values that
would have been used had a ready market for the other
investments existed. The differences could be significant.
Investments classified as held to maturity and
available-for-sale are reviewed on a regular basis to determine
if they have sustained an impairment of value that is considered
to be other than temporary. There are several factors that are
considered in the assessment of an investment, which include
(i) the time period during which there has been a
significant decline below cost, (ii) the extent of the
decline below cost, (iii) the Companys intent and
ability to hold the security, (iv) the potential for the
security to recover in value, (v) an analysis of the
financial condition of the issuer and (vi) an analysis of
the collateral structure and credit support of the security, if
applicable. The identification of potentially impaired
investments involves significant management judgment. Any
unrealized depreciation in value considered by management to be
other than temporary is recognized in net earnings in the period
that it is determined. Realized gains and losses on sales of
investments classified as available-for-sale and trading
securities are recognized in the consolidated statements of
earnings. Investment purchases and sales are recorded on a
trade-date basis.
Investment in partly owned company Investment
in a partly owned company, where the Company has significant
influence, is carried on the equity basis whereby the investment
is initially recorded at cost and adjusted to reflect the
Companys share of after-tax earnings or losses, unrealized
investment gains and losses and reduced by dividends received.
Loss and loss adjustment expenses The
liability for loss and loss adjustment expenses includes an
amount determined from loss reports and individual cases and an
amount, based on historical loss experience and industry
statistics, for losses incurred but not reported. These
estimates are continually reviewed and are necessarily subject
to the impact of future changes in such factors as claim
severity and frequency. While management believes that the
amount is adequate, the ultimate liability may be significantly
in excess of, or less than, the amounts provided. Adjustments
will be reflected as part of net increase or reduction in loss
and loss adjustment expense liabilities in the periods in which
they become known. Premium and commission adjustments may be
triggered by incurred losses and any amounts are reflected in
net loss and loss adjustment expense liabilities at the same
time the related incurred loss is recognized.
The Companys insurance and reinsurance subsidiaries
establish provisions for loss adjustment expenses relating to
run-off costs for the estimated duration of the run-off. These
provisions are assessed at each reporting date and provisions
relating to future periods adjusted to reflect any changes in
estimates of the periodic run-off costs or the duration of the
run-off. Provisions relating to the current period together with
any adjustments to future run-off provisions are included in
loss and loss adjustment expenses in the consolidated statements
of earnings.
Reinsurance balances receivable Amounts
receivable from reinsurers are estimated in a manner consistent
with the loss reserve associated with the underlying policy.
F-9
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES (contd)
|
Consulting fee income Fixed fee income is
recognized in accordance with the term of the agreements. Fees
based on hourly charge rates are recognized as services are
provided. Performance fees are recognized when all of the
contractual requirements specified in the agreement are met.
Foreign currencies At each balance sheet
date, recorded balances that are denominated in a currency other
than the functional currency of the Company are adjusted to
reflect the current exchange rate. Revenue and expense items are
translated into U.S. dollars at average rates of exchange
for the years. The resulting exchange gains or losses are
included in net earnings.
Assets and liabilities of subsidiaries are translated into
U.S. dollars at the year-end rates of exchange. Revenues
and expenses of subsidiaries are translated into
U.S. dollars at the average rates of exchange for the year.
The resultant translation adjustment for self-sustaining
subsidiaries is classified as a separate component of other
comprehensive income, and for integrated operations is included
in net earnings.
Earnings per share Basic earnings per share
is defined as net earnings available to ordinary shareholders
divided by the weighted average number of ordinary shares
outstanding for the period, giving no effect to dilutive
securities. Diluted earnings per share is defined as net
earnings available to ordinary shareholders divided by the
weighted average number of ordinary and ordinary share
equivalents outstanding calculated using the treasury stock
method for all potentially dilutive securities. When the effect
of dilutive securities would be anti-dilutive, these securities
are excluded from the calculation of diluted earnings per share.
Acquisitions Goodwill represents the excess
of the purchase price over the fair value of the net assets
received related to the acquisition of Enstar Limited (formerly
Castlewood Limited) by Enstar in 2001.
FAS No. 142 Goodwill and Other Intangible
Assets requires that the Company perform an initial
valuation of its goodwill assets and to update this analysis on
an annual basis. If, as a result of the assessment, the Company
determines the value of its goodwill asset is impaired, goodwill
is written down in the period in which the determination is
made. An annual impairment valuation has concluded that there is
no impairment to the value of the Companys goodwill asset.
Negative goodwill arises where the fair value of net assets
acquired exceeds the purchase price of those acquired assets
and, in accordance with FAS No. 141, Business
Combinations, has been recognized as an extraordinary gain.
Stock Based Compensation Enstar adopted
Statement of Financial Accounting Standards No. 123(R)
Share Based Payments (FAS 123(R)),
in accounting for its employee share awards effective
January 1, 2006. FAS 123(R) requires compensation
costs related to share-based payment transactions to be
recognized in the financial statements based on the grant date
fair value of the award. The adoption of FAS 123(R) did not
have a material impact on the consolidated financial statements.
On May 23, 2006, Enstar entered into an agreement and plan
of merger and a recapitalization agreement. As a result of the
execution of these agreements, the accounting treatment for
share-based awards issued under Enstars employee share
plan changed from book value to fair value.
New Accounting Pronouncements In September
2006, the FASB issued FAS No. 157, Fair Value
Measurement (FAS 157). This Statement provides
guidance for using fair value to measure assets and liabilities.
Under this standard, the definition of fair value focuses on the
price that would be received to sell the asset or paid to
transfer the liability (an exit price), not the price that would
be paid to acquire the asset or received to assume the liability
(an entry price). FAS 157 clarifies that fair value is a
market based measurement, not an entity-specific measurement,
and sets out a fair value hierarchy with the highest priority
being quoted prices in active markets and the lowest priority
being unobservable data. Further, FAS 157 requires tabular
disclosures of the fair value measurements by level within the
fair value hierarchy.
F-10
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES (contd)
|
FAS 157 is effective for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal
years. The adoption of FAS 157 is not expected to have a
material impact on the Companys financial condition,
results of operations and cash flows.
In February 2007, the FASB issued FAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities (FAS 159). This standard
permits an entity to irrevocably elect fair value on a
contract-by-contract
basis as the initial and subsequent measurement attribute for
many financial instruments and certain other items including
insurance contracts. An entity electing the fair value option
would be required to recognize changes in fair value in earnings
and provide disclosure that will assist investors and other
users of financial information to more easily understand the
effect of the companys choice to use fair value on its
earnings. Further, the entity is required to display the fair
value of those assets and liabilities for which the company has
chosen to use fair value on the face of the balance sheet. This
standard does not eliminate the disclosure requirements about
fair value measurements included in FAS 157 and
FAS No. 107, Disclosures about Fair Value of
Financial Instruments. FAS 159 is effective for
fiscal years beginning after November 15, 2007. The Company
has not made any elections to date under FAS 159.
In December 2007, the FASB issued FAS No. 141(R)
Business Combinations (FAS 141(R)).
FAS 141(R) replaces FAS No. 141 Business
Combinations (FAS 141) but retains the
fundamental requirements in FAS No. 141 that the
acquisition method of accounting be used for all business
combinations and for an acquirer to be identified for each
business combination. FAS 141(R) requires an acquirer to
recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date,
measured at their fair values as of that date. FAS 141(R)
also requires acquisition-related costs to be recognized
separately from the acquisition, recognize assets acquired and
liabilities assumed arising from contractual contingencies at
their acquisition-date fair values and recognized goodwill as
the excess of the consideration transferred plus the fair value
of any noncontrolling interest in the acquiree at the
acquisition date over the fair values of the identifiable net
assets acquired. FAS 141(R) applies prospectively to
business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period
beginning on or after December 15, 2008 (January 1,
2009 for calendar year-end companies). The Company is currently
evaluating the provisions of FAS 141(R) and its potential
impact on future financial statements.
In December 2007, the FASB issued FAS No. 160
Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51
(FAS 160). FAS 160 amends ARB No. 51
to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. FAS 160 clarifies that a
noncontrolling interest in a subsidiary is an ownership interest
in the consolidated entity that should be reported as equity in
the consolidated financial statements. FAS 160 requires
consolidated net income to be reported at the amounts that
include the amounts attributable to both the parent and the
noncontrolling interest. This statement also establishes a
method of accounting for changes in a parents ownership
interest in a subsidiary that does result in deconsolidation.
FAS 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after
December 15, 2008 (January 1, 2009 for calendar
year-end companies). The presentation and disclosure of
FAS 160 shall be applied retrospectively for all periods
presented. The Company is currently evaluating the provisions of
FAS 160 its potential impact on future financial statements.
F-11
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
2005 In 2005, Enstar, through one of its
subsidiaries, completed the acquisition of Fieldmill Insurance
Company Limited (formerly Harleysville Insurance Company (UK)
Limited).
The purchase price and fair value of assets acquired were as
follows:
|
|
|
|
|
Purchase price
|
|
$
|
1,403
|
|
Direct costs of the acquisition
|
|
|
42
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
1,445
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
1,445
|
|
|
|
|
|
|
The following summarizes the estimated fair values of the assets
acquired and the liabilities assumed at the date of the
acquisition:
|
|
|
|
|
Cash and investments
|
|
$
|
18,006
|
|
Reinsurance balances receivable
|
|
|
25,489
|
|
Losses and loss adjustment expenses
|
|
|
(41,965
|
)
|
Accounts payable and accrued liabilities
|
|
|
(85
|
)
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
1,445
|
|
|
|
|
|
|
2006 On March 30, 2006, Hillcot Holdings
Ltd. (Hillcot Holdings), a 50.1% owned subsidiary of
Enstar, acquired Aioi Insurance Company of Europe Limited
(Aioi), a reinsurance company based in the U.K., for
total consideration of £62 million, of which
£50 million was paid in cash and £12 million
by way of vendor loan note. Subsequent to the acquisition,
Aiois name was changed to Brampton Insurance Company
Limited (Brampton).
On October 4, 2006 and November 20, 2006, Enstar
completed the acquisitions of Cavell Holdings Limited (U.K.)
(Cavell), a U.K. Company, which owns a U.K.
reinsurance company and a Norwegian reinsurer, for total
consideration of $60.9 million and Unione Italiana (UK)
Reinsurance Company (Unione), a reinsurance company
based in the U.K., for total consideration of
$17.4 million. The acquisitions were funded from available
cash on hand and approximately $24.5 million in new debt.
The acquisitions have been accounted for using the purchase
method of accounting, which requires that the acquirer record
the assets and liabilities acquired at their estimated fair
value.
The purchase price and fair value of assets acquired were as
follows:
|
|
|
|
|
Purchase price
|
|
$
|
186,614
|
|
Direct costs of acquisitions
|
|
|
876
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
187,490
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
222,857
|
|
|
|
|
|
|
Excess of net assets over purchase price (negative goodwill)
|
|
|
(35,367
|
)
|
Less: Minority interest share of negative goodwill
|
|
|
4,329
|
|
|
|
|
|
|
|
|
$
|
(31,038
|
)
|
|
|
|
|
|
The negative goodwill of $31.0 million (net of minority
interest) relating to the acquisitions completed in the year
arose as a result of the following: 1) Income earned by
Brampton between the date of the balance sheet on which the
agreed purchase price was based, December 31, 2004 and the
date the acquisition closed, March 30, 2006;
F-12
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3.
|
ACQUISITIONS (contd)
|
and 2) a result of the strategic desire of the vendor of
Cavell and Unione to achieve an exit from such operations and
therefore to dispose of the companies at a discount to fair
value.
The following summarizes the estimated fair values of the assets
acquired and the liabilities assumed at the date of the
acquisition:
|
|
|
|
|
Cash, investments and accrued interest
|
|
$
|
576,250
|
|
Reinsurance balances receivable
|
|
|
55,433
|
|
Accounts receivable (net) and other assets
|
|
|
13,821
|
|
Losses and loss adjustment expenses
|
|
|
(422,647
|
)
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
222,857
|
|
|
|
|
|
|
Other assets acquired consist of a building to be disposed of by
sale and deferred tax assets.
In June 2006, a subsidiary of the Company entered into a
definitive agreement for the purchase of a minority interest in
a U.S. holding company that owns two property and casualty
insurers based in Rhode Island, both of which are in run-off.
Completion of the transaction is conditioned on, among other
things, governmental and regulatory approvals and satisfaction
of various other closing conditions. As a consequence, the
Company cannot predict if or when this transaction will be
completed.
2007 On January 31, 2007, the Company
completed the merger (the Merger) of CWMS Subsidiary
Corp., a Georgia corporation and its wholly-owned subsidiary
(CWMS), with and into The Enstar Group, Inc.
(EGI). As a result of the Merger, EGI, renamed
Enstar USA, Inc., is now a direct wholly-owned subsidiary of the
Company.
Following completion of the Merger, trading in EGIs common
stock ceased and certificates for shares of EGIs common
stock now represent the same number of Enstar ordinary shares.
Commencing February 1, 2007, the ordinary shares of Enstar
traded on the NASDAQ Global Select Market under the ticker
symbol ESGRD until March 1, 2007 and,
thereafter, under the ticker symbol ESGR.
In addition, immediately prior to the closing of the Merger,
Enstar completed a recapitalization pursuant to which it:
(1) exchanged all of its previous outstanding shares for
new ordinary shares of Enstar, (2) designated its initial
Board of Directors immediately following the Merger;
(3) repurchased certain of its shares held by Trident II,
L.P. and its affiliates; (4) made payments totaling
$5.1 million to certain of its executive officers and
employees, as an incentive to remain with Enstar following the
Merger; and (5) purchased, through its wholly-owned
subsidiary, Enstar Limited, the shares of B.H. Acquisition Ltd.,
a Bermuda company, held by an affiliate of Trident II, L.P.
On February 23, 2007, Enstar repurchased 7,180 Enstar
ordinary shares from T. Whit Armstrong for total consideration
of $0.7 million. This repurchase was done in accordance
with the letter agreement dated May 23, 2006, between T.
Whit Armstong, T. Wayne Davis and Enstar pursuant to which
Enstar agreed to repurchase from Messrs. Armstrong and
Davis, upon their request, during a
30-day
period commencing January 15, 2007, at then prevailing
market prices, such number of Enstar ordinary shares as provides
an amount sufficient for Messrs. Armstrong and Davis to pay
taxes on compensation income resulting from the exercise of
options by them on May 23, 2006 for 50,000 shares of
EGI common stock in the aggregate. Mr. Davis did not elect
to sell shares under the agreement. Messrs. Armstrong and
Davis are directors of the Company.
On January 31, 2007, the Company acquired the 55% of the
shares of B.H. Acquisition Ltd. (BH) that it
previously did not own. The Company acquired 22% of BH from an
affiliate of Trident II, L.P. for total cash consideration of
approximately $10.2 million and acquired EGIs 33%
interest in BH as part of the Merger. BH wholly owns two
insurance companies in run-off, Brittany Insurance Company Ltd.,
incorporated in Bermuda, and
F-13
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3.
|
ACQUISITIONS (contd)
|
Compagnie Européenne dAssurances Industrielles S.A.,
incorporated in Belgium. After completion of the acquisition and
the Merger, the Company owns all outstanding shares in BH.
The acquisitions have been accounted for using the purchase
method of accounting, which requires that the acquirer record
the assets and liabilities acquired at their estimated fair
value.
The purchase price and fair value of assets acquired for the EGI
and BH acquisitions were as follows:
|
|
|
|
|
Purchase price
|
|
$
|
506,189
|
|
Direct costs of acquisition
|
|
|
3,149
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
509,338
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
514,986
|
|
|
|
|
|
|
Excess of net assets over purchase price
|
|
$
|
(5,648
|
)
|
|
|
|
|
|
The following summarizes the estimated fair values of the assets
acquired and the liabilities assumed at the date of the
acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of
|
|
|
|
|
|
|
Net Assets
|
|
|
Excess of Net
|
|
|
Adjusted Net
|
|
|
|
Acquired at
|
|
|
Assets Over
|
|
|
Assets Acquired
|
|
|
|
Fair Value
|
|
|
Purchase Price
|
|
|
at Fair Value
|
|
|
Cash
|
|
$
|
83,111
|
|
|
$
|
|
|
|
$
|
83,111
|
|
Other investments
|
|
|
18,139
|
|
|
|
(223
|
)
|
|
|
17,916
|
|
Investment in Enstar
|
|
|
426,797
|
|
|
|
(5,238
|
)
|
|
|
421,559
|
|
Investment in BH
|
|
|
15,246
|
|
|
|
(187
|
)
|
|
|
15,059
|
|
Accounts receivable
|
|
|
4,931
|
|
|
|
|
|
|
|
4,931
|
|
Reinsurance balances payable (net)
|
|
|
(509
|
)
|
|
|
|
|
|
|
(509
|
)
|
Losses and loss adjustment expenses
|
|
|
(11,901
|
)
|
|
|
|
|
|
|
(11,901
|
)
|
Accounts payable
|
|
|
(20,828
|
)
|
|
|
|
|
|
|
(20,828
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
514,986
|
|
|
$
|
(5,648
|
)
|
|
$
|
509,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On February 23, 2007, the Company, through a wholly-owned
subsidiary, completed the acquisition of Inter-Ocean Holdings
Ltd. (Inter-Ocean) for total consideration of
approximately $57.5 million. Inter-Ocean owns two
reinsurance companies, one based in Bermuda and the other based
in Ireland.
The purchase price and fair value of assets acquired for
Inter-Ocean was as follows:
|
|
|
|
|
Purchase price
|
|
$
|
57,201
|
|
Direct costs of acquisition
|
|
|
303
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
57,504
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
73,187
|
|
|
|
|
|
|
Excess of net assets over purchase price (negative goodwill)
|
|
$
|
(15,683
|
)
|
|
|
|
|
|
The negative goodwill of approximately $15.7 million
relating to the acquisition of Inter-Ocean arose primarily as a
result of the strategic desire of the vendors to achieve an exit
from such operations and therefore to dispose of Inter-Ocean at
a discount to fair value.
F-14
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3.
|
ACQUISITIONS (contd)
|
The following summarizes the estimated fair values of the assets
acquired and the liabilities assumed at the date of the
acquisition:
|
|
|
|
|
Cash, restricted cash and investments
|
|
$
|
479,760
|
|
Accounts receivable and accrued interest
|
|
|
5,620
|
|
Reinsurance balances receivable
|
|
|
149,043
|
|
Losses and loss adjustment expenses
|
|
|
(415,551
|
)
|
Insurance and reinsurance balances payable
|
|
|
(145,317
|
)
|
Accounts payable
|
|
|
(368
|
)
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
73,187
|
|
|
|
|
|
|
The following unaudited proforma condensed combined income
statement for the twelve months ended December 31, 2007 and
2006 combines the historical consolidated statements of income
of the Company, EGI, BH and Inter-Ocean giving effect to the
business combinations and related transactions as if they had
occurred on January 1, 2007 and 2006, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar
|
|
Twelve Months Ended
|
|
Group
|
|
|
|
|
|
|
|
|
Proforma
|
|
|
|
|
|
|
|
|
Proforma
|
|
|
Group Limited
|
|
December 31, 2007:
|
|
Limited
|
|
|
BH
|
|
|
EGI
|
|
|
Adjustment
|
|
|
Sub-Total
|
|
|
Inter-Ocean
|
|
|
Adjustment
|
|
|
Proforma
|
|
|
Total Income
|
|
$
|
86,748
|
|
|
$
|
4,789
|
|
|
$
|
1,807
|
|
|
$
|
(3,310
|
)
|
|
$
|
90,034
|
|
|
$
|
3,684
|
|
|
$
|
(563
|
)
|
|
$
|
93,155
|
|
Total Expenses
|
|
|
(53,136
|
)
|
|
|
(3,259
|
)
|
|
|
344
|
|
|
|
2,890
|
|
|
|
(53,162
|
)
|
|
|
(410
|
)
|
|
|
(1,414
|
)
|
|
|
(54,986
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings before
Extraordinary Gain
|
|
|
33,612
|
|
|
|
1,530
|
|
|
|
2,151
|
|
|
|
(420
|
)
|
|
|
36,872
|
|
|
|
3,274
|
|
|
|
(1,977
|
)
|
|
|
38,169
|
|
Extraordinary Gain
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
49,295
|
|
|
$
|
1,530
|
|
|
$
|
2,151
|
|
|
$
|
(420
|
)
|
|
$
|
52,555
|
|
|
$
|
3,274
|
|
|
$
|
(1,977
|
)
|
|
$
|
53,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings per Ordinary
Share before extraordinary
gains Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.25
|
|
Extraordinary gain Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings per Ordinary
Share Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss) Earnings per
Ordinary Share before
extraordinary gains Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.18
|
|
Extraordinary gain Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings per Ordinary
Share Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,731,908
|
|
Weighted Average Shares
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,009,683
|
|
F-15
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3.
|
ACQUISITIONS (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar
|
|
Twelve Months Ended
|
|
Group
|
|
|
|
|
|
|
|
|
Proforma
|
|
|
|
|
|
|
|
|
Proforma
|
|
|
Group Limited
|
|
December 31, 2006:
|
|
Limited
|
|
|
BH
|
|
|
EGI
|
|
|
Adjustment
|
|
|
Sub-Total
|
|
|
Inter-Ocean
|
|
|
Adjustment
|
|
|
Proforma
|
|
|
Total Income
|
|
$
|
81,909
|
|
|
$
|
5,160
|
|
|
$
|
22,705
|
|
|
$
|
(18,627
|
)
|
|
$
|
91,147
|
|
|
$
|
26,509
|
|
|
$
|
(750
|
)
|
|
$
|
116,906
|
|
Total Expenses
|
|
|
(30,601
|
)
|
|
|
(4,009
|
)
|
|
|
(11,985
|
)
|
|
|
1,250
|
|
|
|
(45,345
|
)
|
|
|
(27,682
|
)
|
|
|
(959
|
)
|
|
|
(73,986
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings (Loss) before
Extraordinary Gain
|
|
|
51,308
|
|
|
|
1,151
|
|
|
|
10,720
|
|
|
|
(17,377
|
)
|
|
|
45,802
|
|
|
|
(1,173
|
)
|
|
|
(1,709
|
)
|
|
|
42,920
|
|
Extraordinary Gain
|
|
|
31,038
|
|
|
|
|
|
|
|
6,149
|
|
|
|
(6,149
|
)
|
|
|
31,038
|
|
|
|
|
|
|
|
|
|
|
|
31,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings (Loss)
|
|
$
|
82,346
|
|
|
$
|
1,151
|
|
|
$
|
16,869
|
|
|
$
|
(23,526
|
)
|
|
$
|
76,840
|
|
|
$
|
(1,173
|
)
|
|
$
|
(1,709
|
)
|
|
$
|
73,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings per Ordinary
Share before extraordinary
gains Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4.35
|
|
Extraordinary gain Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings per Ordinary
Share Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings per Ordinary
Share before extraordinary
gains Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4.31
|
|
Extraordinary gain Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings per Ordinary
Share Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,857,194
|
|
Weighted Average Shares
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,966,960
|
|
On June 12, 2007, the Company completed the acquisition of
Tate & Lyle Reinsurance Ltd. (Tate &
Lyle) for total consideration of approximately
$5.9 million. Tate & Lyle is a Bermuda-based
reinsurance company.
The purchase price and fair value of assets acquired for
Tate & Lyle was as follows:
|
|
|
|
|
Purchase price
|
|
$
|
5,788
|
|
Direct costs of acquisition
|
|
|
85
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
5,873
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
5,873
|
|
|
|
|
|
|
The following summarizes the estimated fair values of the assets
acquired and the liabilities assumed at the date of the
acquisition:
|
|
|
|
|
Cash, restricted cash and investments
|
|
$
|
16,794
|
|
Reinsurance balances receivable
|
|
|
223
|
|
Losses and loss adjustment expenses
|
|
|
(11,144
|
)
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
5,873
|
|
|
|
|
|
|
On August 28, 2007, the Company completed the acquisition
of Marlon Insurance Company Limited, a reinsurance company in
run-off, and Marlon Management Services Limited (together,
Marlon) for total consideration of approximately
$31.2 million. Marlon are U.K.-based companies.
F-16
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3.
|
ACQUISITIONS (contd)
|
The purchase price and fair value of assets acquired for Marlon
were as follows:
|
|
|
|
|
Purchase price
|
|
$
|
30,845
|
|
Direct costs of acquisition
|
|
|
390
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
31,235
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
31,235
|
|
|
|
|
|
|
The following summarizes the estimated fair values of the assets
acquired and the liabilities assumed at the date of the
acquisition:
|
|
|
|
|
Cash, restricted cash and investments
|
|
$
|
57,942
|
|
Accounts receivable and accrued interest
|
|
|
658
|
|
Reinsurance balances receivable
|
|
|
24,912
|
|
Losses and loss adjustment expenses
|
|
|
(45,011
|
)
|
Insurance and reinsurance balances payable
|
|
|
(5,621
|
)
|
Accounts payable and accrued liabilities
|
|
|
(1,645
|
)
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
31,235
|
|
|
|
|
|
|
The fair values of reinsurance assets and liabilities acquired
are derived from probability weighted ranges of the associated
projected cash flows, based on actuarially prepared information
and managements run-off strategy. Any amendment to the
fair values resulting from changes in such information or
strategy will be recognized when they occur.
In December 2007, Enstar, in conjunction with JCF FPK I L.P., or
JCF FPK, and a newly-hired executive management
team, formed U.K.-based Shelbourne Group Limited, or Shelbourne,
to invest in Reinsurance to Close or RITC
transactions (the transferring of liabilities from one
Lloyds Syndicate to another) with Lloyds of London
insurance and reinsurance syndicates in run-off. JCF FPK is a
joint investment program between Fox-Pitt, Kelton, Cochran,
Caronia & Waller, or FPKCCW, and the Flowers Fund. The
Flowers Fund is a private investment fund advised by J.C.
Flowers & Co. LLC. Mr. Flowers is the founder and
Managing Member of J.C. Flowers & Co LLC.
Mr. John J. Oros, Enstars Executive Chairman and a
member of Enstars board of directors, is a Managing
Director of J.C. Flowers & Co LLC. Mr. Oros
splits his time between J.C. Flowers & Co. LLC and
Enstar. In addition, an affiliate of the Flowers Fund controls
approximately 41% of FPKCCW. Shelbourne is a holding company of
a Lloyds Managing Agency, Shelbourne Syndicate Services
Limited. Enstar owns 50.1% of Shelbourne, which in turn owns
100% of Shelbourne Syndicate Services Limited, the Managing
Agency for Lloyds Syndicate 2008, a syndicate approved by
Lloyds of London on December 16, 2007 to undertake
RITC transactions with Lloyds syndicates in run-off. In
February 2008, Lloyds Syndicate 2008 entered into RITC
agreements with four Lloyds Syndicates with total gross
insurance reserves of approximately $455.0 million. Since
January 1, 2008, Enstar has committed capital of
approximately £36.0 million (approximately
$72.0 million) to Lloyds Syndicate 2008.
Enstars capital commitment was financed by approximately
£12.0 million (approximately $24.0 million) from
bank finance; approximately £11.0 million
(approximately $22.0 million) from the Flowers Fund (acting
in its own capacity and not through JCF FPK), by way of a
non-voting equity participation; and approximately
£13.0 million (approximately $26.0 million) from
available cash on hand. JCF FPKs capital commitment to
Lloyds Syndicate 2008 is approximately
£14.0 million (approximately $28.0 million).
On December 10, 2007, Enstar entered into a definitive
agreement for the purchase from AMP Limited, or AMP, of
AMPs Australian-based closed reinsurance and insurance
operations, or Gordian. The purchase price, including
acquisition expenses, of approximately AUS$440.0 million
(approximately $417.0 million), will be
F-17
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3.
|
ACQUISITIONS (contd)
|
financed by approximately AUS$301.0 million (approximately
$285.0 million) from bank finance jointly with a
London-based bank and a German bank, in which the Flowers Fund
is a significant shareholder of the German bank; approximately
AUS$42.0 million (approximately $40.0 million) from
the Flowers Fund, by way of non-voting equity participation; and
approximately AUS$97.0 million (approximately
$92.0 million) from available cash on hand. Following
approval of the transaction by Australian regulatory authorities
on February 20, 2008, Enstar expects the transaction to
close on March 5, 2008. The interest on the bank loan is
LIBOR plus 2.2% and is repayable within six years.
On December 13, 2007, Enstar entered into a definitive
agreement for the purchase of Guildhall Insurance Company
Limited, a U.K.-based insurance and reinsurance company that has
been in run-off since 1986. The acquisition was completed on
February 29, 2008. The purchase price, including
acquisition expenses, of approximately £32.0 million
(approximately $64.0 million) was financed by the drawdown
of approximately £16.5 million (approximately
$33.0 million) from a facility loan agreement with a
London-based bank; approximately £5.0 million
(approximately $10.0 million) from the Flowers Fund, by way
of non-voting equity participation; and approximately
£10.5 million (approximately $21.0 million) from
available cash on hand. The interest rate on the bank loan is
LIBOR plus 2% and is repayable within five years.
|
|
4.
|
RESTRICTED
CASH AND CASH EQUIVALENTS
|
Cash and cash equivalents in the amount of $168.1 million
and $62.7 million as of December 31, 2007 and 2006,
respectively, are restricted for use as collateral against
letters of credit, in the amount of $128.5 million and
$41.5 million as of December 31, 2007 and 2006,
respectively, and as guarantee under trust agreements. Letters
of credit are issued to ceding insurers as security for the
obligations of insurance subsidiaries under reinsurance
agreements with those ceding insurers.
Available-for-sale
The cost and fair value of investments classified as
available-for-sale as at December 31, 2007 were
$22.5 million and $22.4 million, respectively, and
$279.1 million and $279.1 million, respectively, as at
December 31, 2006. As of December 31, 2007 there were
no investments in Goldman Sachs Mutual Funds, which totaled
$203.8 million at December 31, 2006.
F-18
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
5.
|
INVESTMENTS (contd)
|
Held-to-maturity
The amortized cost and estimated fair value of investments in
debt securities classified as held-to-maturity are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
|
|
|
|
Amortized
|
|
|
Holding
|
|
|
Holding
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
As of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Agency securities
|
|
$
|
132,332
|
|
|
$
|
816
|
|
|
$
|
(314
|
)
|
|
$
|
132,834
|
|
Non-U.S.
Government securities
|
|
|
2,534
|
|
|
|
|
|
|
|
(12
|
)
|
|
|
2,522
|
|
Corporate debt securities
|
|
|
76,149
|
|
|
|
159
|
|
|
|
(666
|
)
|
|
|
75,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
211,015
|
|
|
$
|
975
|
|
|
$
|
(992
|
)
|
|
$
|
210,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Agency securities
|
|
$
|
165,388
|
|
|
$
|
14
|
|
|
$
|
(2,614
|
)
|
|
$
|
162,788
|
|
Non-U.S.
Government securities
|
|
|
7,594
|
|
|
|
|
|
|
|
|
|
|
|
7,594
|
|
Corporate debt securities
|
|
|
159,768
|
|
|
|
121
|
|
|
|
(2,088
|
)
|
|
|
157,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
332,750
|
|
|
$
|
135
|
|
|
$
|
(4,702
|
)
|
|
$
|
328,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The gross unrealized losses on held-to-maturity debt securities
were split as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Due within one year
|
|
$
|
161
|
|
|
$
|
301
|
|
After 1 through 5 years
|
|
|
217
|
|
|
|
3,310
|
|
After 5 through 10 years
|
|
|
13
|
|
|
|
254
|
|
After 10 years
|
|
|
601
|
|
|
|
837
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
992
|
|
|
$
|
4,702
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007 and 2006, the number of securities
in an unrealized loss position was 48 and 70, respectively, with
a fair value of $122.3 million and $298.8 million,
respectively. Of these securities, the number of securities that
have been in an unrealized loss position for 12 months or
longer was 45 and 59, respectively, with a fair value of
$102.5 million and $185.3 million, respectively. As of
December 31, 2007 and 2006, none of these securities were
considered to be other than temporarily impaired. Management has
the intent and ability to hold these securities until their
maturities. The unrealized losses from these securities were not
a result of credit, collateral or structural issues.
F-19
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
5.
|
INVESTMENTS (contd)
|
The amortized cost and estimated fair values as at
December 31, 2007 of debt securities classified as
held-to-maturity by contractual maturity are shown below.
|
|
|
|
|
|
|
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Due within one year
|
|
$
|
72,033
|
|
|
$
|
71,905
|
|
After 1 through 5 years
|
|
|
128,927
|
|
|
|
129,494
|
|
After 5 through 10 years
|
|
|
166
|
|
|
|
153
|
|
After 10 years
|
|
|
9,889
|
|
|
|
9,446
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
211,015
|
|
|
$
|
210,998
|
|
|
|
|
|
|
|
|
|
|
Expected maturities could differ from contractual maturities
because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
Of the available for sale investments of $22.3 million,
$21.7 million were due within one year, with the remainder
due after ten years.
Trading
The estimated fair value of investments classified as trading
securities as of December 31 was as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
U.S. Treasury and Agency securities
|
|
$
|
237,943
|
|
|
$
|
24,703
|
|
Non-U.S.
Government securities
|
|
|
3,244
|
|
|
|
30,710
|
|
Corporate debt securities
|
|
|
82,436
|
|
|
|
37,808
|
|
Equity securities
|
|
|
4,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
328,523
|
|
|
$
|
93,221
|
|
|
|
|
|
|
|
|
|
|
The investment return of $17.7 million on the trading
securities, under the terms of insurance and reinsurance
agreements of a subsidiary acquired in 2007, is for the account
of insureds or reinsurers and is excluded from investment income.
Equities
Equities are comprised of two portfolios that invest in both
small and large market capitalization publicly traded U.S.
companies. The equity portfolio is actively managed by a
third-party manager. As at December 31, 2007, unrealized
losses of $0.2 million have been included in earnings for
these securities.
Other
investments
At December 31, 2007 and 2006 the Company had
$75.3 million and $42.4 million, respectively, of
other investments recorded in limited partnerships and limited
liability companies under the equity method. These other
investments represent 4.2% and 3.4% of total investments and
cash and cash equivalents at December 31, 2007 and 2006,
respectively. All of the Companys other investments are
subject to restrictions on redemptions and sales which are
determined by the governing documents and limit the
Companys ability to liquidate these investments in the
short term. Due to a lag in the valuations reported by the
managers, the Company records changes in the investment value
with up to a three-month lag. The investments in limited
partnerships and limited liability companies consist primarily
of equity investments in non-U.S. financial services companies.
F-20
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
5.
|
INVESTMENTS (contd)
|
As at December 31, 2007 and 2006 the Company had total
unfunded capital commitments relating to its other investments
of $74.6 million and $68.1 million, respectively.
Major categories of net investment income are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Interest from cash and cash equivalents and short-term
investments
|
|
$
|
49,544
|
|
|
$
|
36,228
|
|
|
$
|
20,680
|
|
Interest from fixed maturities
|
|
|
15,798
|
|
|
|
13,227
|
|
|
|
9,206
|
|
Other
|
|
|
17
|
|
|
|
(355
|
)
|
|
|
39
|
|
Amortization of bond premiums and discounts
|
|
|
(767
|
)
|
|
|
(1,959
|
)
|
|
|
(564
|
)
|
Other investments
|
|
|
(331
|
)
|
|
|
2,259
|
|
|
|
|
|
Investment expenses
|
|
|
(174
|
)
|
|
|
(1,301
|
)
|
|
|
(1,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
64,087
|
|
|
$
|
48,099
|
|
|
$
|
28,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the years ended December 31, 2007, 2006 and 2005
proceeds from sales and maturities of available for sale
securities were $0.4 billion, $0.3 billion and
$0.2 billion, respectively. Gross realized gains on sale of
available-for-sale securities were $0.1 million,
$0.1 million and $1.8 million, respectively, and gross
realized losses on sale of available-for-sale securities were
$0.1 million, $0.1 million and $Nil, respectively.
|
|
6.
|
REINSURANCE
BALANCES RECEIVABLE
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Recoverable from reinsurers on:
|
|
|
|
|
|
|
|
|
Paid losses
|
|
$
|
37,313
|
|
|
$
|
65,982
|
|
Outstanding losses
|
|
|
85,439
|
|
|
|
81,292
|
|
Losses incurred but not reported
|
|
|
468,753
|
|
|
|
396,589
|
|
Fair value adjustment
|
|
|
(126,228
|
)
|
|
|
(135,721
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
465,277
|
|
|
$
|
408,142
|
|
|
|
|
|
|
|
|
|
|
The fair value adjustment, determined on acquisition of
reinsurance subsidiaries, was based on the estimated timing of
loss and loss adjustment expense recoveries and an assumed
interest rate equivalent to a risk free rate for securities with
similar duration to the reinsurance receivables acquired plus a
spread to reflect credit risk, and is amortized over the
estimated recovery period, as adjusted for accelerations on
commutation settlements, using the constant yield method.
The Companys acquired reinsurance subsidiaries used
retrocessional agreements to reduce their exposure to the risk
of reinsurance assumed. The Company remains liable to the extent
that retrocessionaires do not meet their obligations under these
agreements, and therefore, the Company evaluates and monitors
concentration of credit risk. Provisions are made for amounts
considered potentially uncollectable. The allowance for
uncollectable reinsurance recoverable was $164.6 million
and $150.1 million at December 31, 2007 and 2006,
respectively.
At December 31, 2007 and 2006, reinsurance receivables with
a carrying value of $350.2 million and $244.1 million,
respectively, were associated with two and one reinsurers,
respectively, which represented 10% or more of total reinsurance
balances receivable. In the event that all or any of the
reinsuring companies are unable to meet their obligations under
existing reinsurance agreements, the Company will be liable for
such defaulted amounts.
F-21
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
7.
|
INVESTMENT
IN PARTLY-OWNED COMPANY
|
On December 31, 2006 the Company held 45% of the ordinary
shares of B.H. Acquisition Ltd. (BH). On
January 31, 2007, the Company acquired the 55% of the
shares of BH that it previously did not own. The Company has
consolidated the results of operations of BH from the
acquisition date.
The balance of the investment in partly-owned company was $nil
and $18.0 million at December 31, 2007 and 2006,
respectively.
|
|
8.
|
LOSSES
AND LOSS ADJUSTMENT EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Outstanding
|
|
$
|
706,887
|
|
|
$
|
624,015
|
|
Incurred but not reported
|
|
|
1,169,578
|
|
|
|
900,034
|
|
Fair value adjustment
|
|
|
(285,016
|
)
|
|
|
(309,630
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,591,449
|
|
|
$
|
1,214,419
|
|
|
|
|
|
|
|
|
|
|
The fair value adjustment, determined on acquisition of
reinsurance subsidiaries, was based on the estimated timing of
loss and loss adjustment expense payments and an assumed
interest rate equivalent to a risk free rate for securities with
similar duration to the loss and loss adjustment expense
provisions acquired, and is amortized over the estimated payout
period, as adjusted for accelerations on commutation
settlements, using the constant yield method.
In establishing the liability for losses and loss adjustment
expenses related to asbestos and environmental claims,
management considers facts currently known and the current state
of the law and coverage litigation. Liabilities are recognized
for known claims (including the cost of related litigation) when
sufficient information has been developed to indicate the
involvement of a specific insurance policy, and management can
reasonably estimate its liability. In addition, liabilities have
been established to cover additional exposures on both known and
unasserted claims. Estimates of the liabilities are reviewed and
updated continually. Developed case law and adequate claim
history do not exist for such claims, especially because
significant uncertainty exists about the outcome of coverage
litigation and whether past claim experience will be
representative of future claim experience.
In view of the changes in the legal and tort environment that
affect the development of such claims, the uncertainties
inherent in valuing asbestos and environmental claims are not
likely to be resolved in the near future. Ultimate values for
such claims cannot be estimated using traditional reserving
techniques and there are significant uncertainties in estimating
the amount of the Companys potential losses for these
claims.
There can be no assurance that the reserves established by the
Company will be adequate or will not be adversely affected by
the development of other latent exposures. The Companys
liability for unpaid losses and loss adjustment expenses as of
December 31, 2007 and 2006 included $420.0 million and
$389.1 million, respectively, that represents an estimate
of its net ultimate liability for asbestos and environmental
claims. The gross liability for such claims as at
December 31, 2007 and 2006 was $677.6 million and
$666.1 million, respectively.
F-22
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
8.
|
LOSSES
AND LOSS ADJUSTMENT
EXPENSES (contd)
|
Activity in the liability for unpaid losses and loss adjustment
expenses is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Balance as at January 1
|
|
$
|
1,214,419
|
|
|
$
|
806,559
|
|
|
$
|
1,047,313
|
|
Less reinsurance recoverables
|
|
|
342,160
|
|
|
|
213,399
|
|
|
|
310,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
872,259
|
|
|
|
593,160
|
|
|
|
736,660
|
|
Effect of exchange rate movement
|
|
|
18,625
|
|
|
|
24,856
|
|
|
|
3,652
|
|
Incurred related to prior years
|
|
|
(24,482
|
)
|
|
|
(31,927
|
)
|
|
|
(96,007
|
)
|
Paid related to prior years
|
|
|
(20,422
|
)
|
|
|
(75,293
|
)
|
|
|
(69,007
|
)
|
Acquired on purchase of subsidiaries
|
|
|
317,505
|
|
|
|
361,463
|
|
|
|
17,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net balance as at December 31
|
|
|
1,163,485
|
|
|
|
872,259
|
|
|
|
593,160
|
|
Plus reinsurance recoverables
|
|
|
427,964
|
|
|
|
342,160
|
|
|
|
213,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at December 31
|
|
$
|
1,591,449
|
|
|
$
|
1,214,419
|
|
|
$
|
806,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net reduction in loss and loss adjustment expense
liabilities for the years ended December 31, 2007, 2006 and
2005 was primarily due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Reduction in estimates of ultimate losses
|
|
$
|
30,745
|
|
|
$
|
21,433
|
|
|
$
|
73,224
|
|
(Increase) reduction in provisions for bad debts
|
|
|
(1,746
|
)
|
|
|
6,296
|
|
|
|
20,200
|
|
Amortization of fair value adjustments
|
|
|
(26,531
|
)
|
|
|
(10,942
|
)
|
|
|
(7,917
|
)
|
Reduction in provisions for loss adjustment expenses
|
|
|
22,014
|
|
|
|
15,139
|
|
|
|
10,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reduction in loss and loss adjustment expense liabilities
|
|
$
|
24,482
|
|
|
$
|
31,927
|
|
|
$
|
96,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reduction in estimates of ultimate losses in 2007, 2006 and
2005 arose from commutations and policy buy-backs, the
settlement of losses in the year below carried reserves, lower
than expected incurred adverse loss development and the
resulting reductions in actuarial estimates of losses incurred
but not reported. Based on a review during 2007 of reinsurance
balances receivables, the Company increased its aggregate bad
debt provisions. As a result of the collection of certain
reinsurance receivables, against which bad debt provisions had
been provided in earlier periods, the Company reduced its
aggregate provisions for bad debt in 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repaid
|
|
|
|
|
|
Loan
|
|
|
Loan
|
|
|
|
Loan
|
|
|
Amount of
|
|
|
Interest
|
|
|
during
|
|
|
Accrued
|
|
|
Payable at
|
|
|
Payable at
|
|
Facility
|
|
Date
|
|
|
Loan
|
|
|
Rate
|
|
|
2007
|
|
|
Interest
|
|
|
Dec 31, 2007
|
|
|
Dec 31, 2006
|
|
|
Flatts
|
|
|
August 28/07
|
|
|
$
|
15,300
|
|
|
|
Libor + 2
|
%
|
|
|
|
|
|
$
|
109
|
|
|
$
|
15,409
|
|
|
$
|
|
|
Virginia
|
|
|
October 4/06
|
|
|
|
24,500
|
|
|
|
Libor + 2
|
%
|
|
|
|
|
|
|
910
|
|
|
|
25,410
|
|
|
|
24,961
|
|
Oceania
|
|
|
February 22/07
|
|
|
|
26,825
|
|
|
|
Libor + 2
|
%
|
|
$
|
26,825
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
Hillcot
|
|
|
April 12/06
|
|
|
|
19,200
|
|
|
|
Libor + 2
|
%
|
|
|
|
|
|
|
208
|
|
|
|
19,408
|
|
|
|
19,402
|
|
BH
|
|
|
October 4/06
|
|
|
|
17,500
|
|
|
|
6.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
60,227
|
|
|
$
|
62,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-23
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
9.
|
LOANS
PAYABLE (contd)
|
The Company incurred interest expense on its loan facilities of
$4.9 million and $2.0 million for the years ended
December 31, 2007 and 2006, respectively. Included within
this amount was $nil and $0.3 million of interest expense
incurred on the loan from BH.
The Hillcot facility contains various financial and business
covenants, including limitations on dividends of restricted
subsidiaries, restrictions as to the disposition of stock of
restricted subsidiaries and limitations on mergers and
consolidations. The loan facility is due to be repaid in
April 2010. As at December 31, 2007 all of the
covenants relating to the facility were met.
The fair values of the Companys floating rate loans
approximate their book value.
On February 18, 2008 the Company fully repaid outstanding
principal and accrued interest of $40.5 million, from
available cash on hand, in respect of the Flatts and Virginia
loan facilities. As at December 31, 2007, all of the
covenants relating to the Flatts and Virginia loan facilities
were met.
As at December 31, 2007, the authorized share capital was
156,000,000 (2006: 99,000,000) ordinary shares, par value of
$1.00 per share. The following table is a summary of changes in
ordinary shares issued and outstanding:
Issued and fully paid ordinary shares of par value $1
each
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Balance, beginning of year
|
|
$
|
19
|
|
|
$
|
22,661
|
|
Redemption of shares
|
|
|
|
|
|
|
(22,642
|
)
|
Conversion of shares
|
|
|
6,029
|
|
|
|
|
|
Issue of shares
|
|
|
5,775
|
|
|
|
|
|
Shares repurchased
|
|
|
(7
|
)
|
|
|
|
|
Share awards vested
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
11,920
|
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
|
Issued and fully paid non-voting convertible ordinary shares of
par value $1 each
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Balance, beginning of year
|
|
$
|
|
|
|
$
|
|
|
Conversion of shares
|
|
|
2,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
2,973
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
ACCUMULATED
OTHER COMPREHENSIVE INCOME
|
Accumulated other comprehensive income as of December 31,
2007 and 2006 is comprised of cumulative translation adjustments
and unrealized holding gains on investments arising during the
year.
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Cumulative translation adjustments
|
|
$
|
6,163
|
|
|
$
|
4,565
|
|
Unrealized holding gains on investments
|
|
|
(128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,035
|
|
|
$
|
4,565
|
|
|
|
|
|
|
|
|
|
|
F-24
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
a) Summary
Components of salaries and benefits are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Salaries and benefits
|
|
$
|
31,639
|
|
|
$
|
22,882
|
|
|
$
|
21,456
|
|
Defined contribution pension plan expense
|
|
|
2,050
|
|
|
|
1,506
|
|
|
|
1,342
|
|
2004-2005 employee share plan
|
|
|
2,385
|
|
|
|
22,393
|
|
|
|
3,780
|
|
Annual incentive plan
|
|
|
10,903
|
|
|
|
14,533
|
|
|
|
|
|
Prior annual incentive plan
|
|
|
|
|
|
|
|
|
|
|
14,243
|
|
Reversal of prior annual incentive plan accrual
|
|
|
|
|
|
|
(21,193
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total salaries and benefits
|
|
$
|
46,977
|
|
|
$
|
40,121
|
|
|
$
|
40,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b) Defined
contribution pension plan
The Company provides pension benefits to eligible employees
through various plans sponsored by the Company. All pension
plans are structured as defined contribution plans. Pension
expense for the years ended December 31, 2007, 2006 and
2005 was $2.1 million, $1.5 million and
$1.3 million, respectively.
c) Employee
share plans
Employee stock awards for 2007 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average Fair
|
|
|
|
Number of
|
|
|
Value of
|
|
|
|
Shares
|
|
|
the Award
|
|
|
Nonvested January 1
|
|
|
92,293
|
|
|
$
|
8,851
|
|
Granted
|
|
|
38,357
|
|
|
|
3,784
|
|
Vested
|
|
|
(104,788
|
)
|
|
|
(10,354
|
)
|
|
|
|
|
|
|
|
|
|
Nonvested December 31
|
|
|
25,862
|
|
|
|
3,166
|
|
|
|
|
|
|
|
|
|
|
On May 23, 2006, the Company entered into an agreement and
plan of merger with EGI (the Merger Agreement) and a
recapitalization agreement. These agreements provided for the
cancellation of the then current annual incentive compensation
plan and replaced it with a new annual incentive compensation
plan.
i) 2004-2005 employee
share plan
As a result of the execution of these agreements, the accounting
treatment for share-based awards under the Companys
employee share plan changed from book value to fair value. The
determination of the share-award expenses was based on the
fair-market value per share of EGI common stock as of the grant
date and is recognized over the vesting period.
Compensation costs of $2.4 million, $22.4 million and
$3.8 million relating to the issuance of share-awards to
employees of the Company in 2004 and 2005 have been recognized
in the Companys statement of earnings for years ended
December 31, 2007, 2006 and 2005, respectively. Included in
the amount for the year ended December 31, 2006 is
$15.6 million relating to the modification of the
Companys employee share plan from a book value plan to a
fair value plan.
As of December 31, 2007, total unrecognized compensation
costs related to the non-vested share awards amounted to
$0.6 million. These costs are expected to be recognized
over a weighted average period of 0.69 years.
F-25
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
12.
|
EMPLOYEE
BENEFITS (contd)
|
ii) 2006-2010
Annual Incentive Plan and 2006 Equity Incentive Plan
For the year ended December 31, 2007, 38,357 shares were
awarded to a director, officers and employees under the 2006
Equity Incentive Plan. The total value of the award was
$3.8 million, of which $0.5 million was charged as an
expense for the year ended December 31, 2007 and
$3.3 million was charged against the
2006-2010
Annual Incentive Plan accrual established for the year ended
December 31, 2006.
As a result of the cancellation of the previous annual incentive
compensation plan, $21.2 million of unpaid bonus accrual
was reversed during the year ended December 31, 2006.
The accrued liability relating to the
2006-2010
Annual Incentive Plan for the years ended December 31, 2007
and 2006 was $11.6 million and $14.6 million,
respectively.
iii) Enstar
Group Limited Employee Share Purchase Plan
On August 8, 2007, the Companys board of directors
approved the Enstar Group Limited Employee Share Purchase Plan
and reserved 200,000 ordinary shares for issuance under the
plan. The plan has not yet been approved by the Companys
shareholders and must be approved by them within 12 months
of board approval. The Company intends to seek such approval at
the Annual General Meeting in 2008.
Prior to the Merger, the Company had no options outstanding to
purchase any of its share capital. In accordance with the Merger
Agreement, on January 31, 2007, fully vested options were
granted by the Company to replace options previously issued by
EGI with the same fair value as the EGI options.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Intrinsic
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Value of
|
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Outstanding January 1, 2007
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Granted
|
|
|
490,371
|
|
|
|
25.40
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding December 31, 2007
|
|
|
490,371
|
|
|
$
|
25.40
|
|
|
$
|
47,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding and exercisable as of
December 31, 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
Number of
|
|
Weighted Average
|
|
Remaining
|
Ranges of Exercise Prices
|
|
Options
|
|
Exercise Price
|
|
Contractual Life
|
|
$10 - $20
|
|
|
323,645
|
|
|
$
|
17.20
|
|
|
|
3.1 years
|
|
$40 - $60
|
|
|
166,726
|
|
|
|
41.32
|
|
|
|
5.7 years
|
|
(c) Deferred
Compensation and Stock Plan for Non-Employee
Directors
EGI, prior to the Merger, had in place a Deferred Compensation
and Stock Plan for Non-Employee Directors which permitted
non-employee directors to receive all or a portion of their
retainer and meeting fees in common stock and to defer all or a
portion of their retainer and meeting fees in stock units. Upon
completion of the Merger, each stock unit was converted from a
right to receive a share of EGI common stock into a right to
receive an Enstar Group Limited ordinary share. No additional
amounts will be deferred under the plan.
F-26
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
12.
|
EMPLOYEE
BENEFITS (contd)
|
On June 5, 2007, the Compensation Committee of the board of
directors of the Company approved the Enstar Group Limited
Deferred Compensation and Ordinary Share Plan for Non-Employee
Directors (the EGL Deferred Compensation Plan). The
EGL Deferred Compensation Plan became effective immediately. The
EGL Deferred Compensation Plan provides each member of the
Companys board of directors who is not an officer or
employee of the Company or any of its subsidiaries (each, a
Non-Employee Director) with the opportunity to elect
(i) to receive all or a portion of his or her compensation
for services as a director in the form of the Companys
ordinary shares instead of cash and (ii) to defer receipt
of all or a portion of such compensation until retirement or
termination.
Non-Employee Directors electing to receive compensation in the
form of ordinary shares will receive whole ordinary shares (with
any fractional shares payable in cash) as of the date
compensation would otherwise have been payable. Non-Employee
Directors electing to defer compensation will have such
compensation converted into share units payable as a lump sum
distribution after the directors separation from
service as defined under Section 409A of the Internal
Revenue Code of 1986, as amended. The lump sum share unit
distribution will be made in the form of ordinary shares, with
fractional shares paid in cash.
For the year ended December 31, 2007, 1,147 restricted
share units were credited to the accounts of Non-Employee
Directors under the EGL Deferred Compensation Plan.
The following table sets forth the comparison of basic and
diluted earnings per share for the years ended December 31,
2007, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
61,785
|
|
|
$
|
82,346
|
|
|
$
|
80,710
|
|
Weighted average shares outstanding basic
|
|
|
11,731,908
|
|
|
|
9,857,194
|
|
|
|
9,739,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
5.27
|
|
|
$
|
8.36
|
|
|
$
|
8.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
61,785
|
|
|
$
|
82,346
|
|
|
$
|
80,710
|
|
Weighted average shares outstanding basic
|
|
|
11,731,908
|
|
|
|
9,857,194
|
|
|
|
9,739,560
|
|
Share equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested shares
|
|
|
43,334
|
|
|
|
109,766
|
|
|
|
179,263
|
|
Restricted share units
|
|
|
378
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
234,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted
|
|
|
12,009,683
|
|
|
|
9,966,960
|
|
|
|
9,918,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
5.15
|
|
|
$
|
8.26
|
|
|
$
|
8.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average ordinary shares outstanding shown for the
years ended December 31, 2007, 2006 and 2005 reflect the
conversion of Class A, B, C and D shares to ordinary shares
on January 31, 2007, as part of the recapitalization
completed in connection with the Merger, as if the conversion
occurred on January 1, 2007, 2006 and 2005. For the year
ended December 31, 2007, the ordinary shares issued to
acquire EGI are reflected in the calculation of the weighted
average ordinary shares outstanding from January 31, 2007,
the date of issue.
F-27
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
14.
|
RELATED
PARTY TRANSACTIONS
|
The Company has entered into certain transactions with companies
and partnerships that are affiliated with Messrs. J.
Christopher Flowers and John J. Oros. Messrs Flowers and Oros
are members of the Companys board of directors and
Mr. Flowers is one of the largest shareholders of Enstar.
|
|
|
|
|
The Company received management fees for advisory services
provided to J.C. Flowers II L.P. (the Flowers
Fund), a private investment fund, for the years ended
December 31, 2007, 2006 and 2005 of $1.2 million,
$0.9 million and $Nil, respectively. Of this amount
$0.8 million, $0.5 million and $Nil was earned for the
years ended December 31, 2007, 2006 and 2005, respectively.
|
|
|
|
|
|
The Company has, as of December 31, 2007, 2006 and 2005,
investments in entities affiliated with Mr. Flowers with a
total value of $71.6 million, $40.6 million and
$24.5 million, respectively, and outstanding commitments to
entities managed by Mr. Flowers, for the same periods, of
$76.3 million, $68.1 million and $Nil, respectively.
The Companys outstanding commitments may be drawn down
over approximately the next six years.
|
|
|
|
In March 2006, Enstar and Shinsei Bank Limited, or Shinsei,
completed the acquisition of Aioi. The acquisition was effected
through Hillcot Holdings in which Enstar holds a 50.1% economic
interest and Shinsei holds the remaining 49.9%. Enstar and
Shinsei made capital contributions to Hillcot to fund the
acquisition in proportion to their economic interests.
Mr. Flowers is a director and the largest shareholder of
Shinsei.
|
|
|
|
In February 2008, the Flowers Fund committed to fund
approximately $72.0 million for its share of the economic
interest in the acquisitions of Gordian, Guildhall and
Shelbourne.
|
|
|
|
In February 2008, the Company entered into an
AUS$301.0 million (approximately $285.0 million) joint
loan facility with an Australian and German bank. The Flowers
Fund is a significant shareholder of the German bank.
|
During the years ended December 31, 2007, 2006 and 2005,
Enstar paid $0.1 million, $0.2 million and
$0.1 million, respectively, to Saracens Ltd. for corporate
marketing and entertainment. Dominic Silvester, Chief Executive
Officer of Enstar, is a director of Saracens Ltd.
In April 2005, Enstar (US) Inc. entered into a lease agreement
for use of office space with one of its directors running
through to 2008. For the twelve months ended December 31,
2007, 2006 and 2005, Enstar (US) Inc. incurred rent expense of
$0.2 million, $0.1 million and $0.1 million.
In 2006 and 2007 the Company granted loans to certain of its
employees in relation to tax incurred on shares awarded as part
of the incentive plans. On December 31, 2007, the total
amount due from employees for loans granted, including accrued
interest charges at 5%, was $1.3 million (2006:
$0.1 million).
The Company, in common with the insurance and reinsurance
industry in general, is subject to litigation and arbitration in
the normal course of its business operations. While the outcome
of the litigation cannot be predicted with certainty, the
Company is disputing and will continue to dispute all
allegations that management believes are without merit. As of
December 31, 2007, the Company was not a party to any
material litigation or arbitration outside its normal course of
business operations.
F-28
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Under current Bermuda law, the Company is not required to pay
any taxes in Bermuda on its income or capital gains. The Company
has received an undertaking from the Minister of Finance in
Bermuda that, in the event of any taxes being imposed, the
Company will be exempt from taxation in Bermuda until March 2016.
The Company has operating subsidiaries and branch operations in
the United Kingdom, United States and Europe and is subject to
the relevant taxes in those jurisdictions. The weighted average
expected tax provision has been calculated using pre-tax
accounting income in each jurisdiction multiplied by that
jurisdictions applicable statutory tax rate.
Deferred income taxes arise from the recognition of temporary
differences between income determined for financial reporting
purposes and income tax purposes. Such differences result from
differing bases of depreciation and amortization, run-off costs
and employee compensation for tax and book purposes.
As of December 31, 2007 and 2006, United Kingdom insurance
subsidiaries and branch operations had tax loss carryforwards,
which do not expire, and deductions available for tax purposes
of approximately $432.6 million and $511.0 million,
respectively. Certain of the Companys U.K. insurance and
reinsurance subsidiaries have tax loss carryforwards that arose
prior to acquisition. Under U.K. tax law, these tax loss
carryforwards are available to offset future taxable income
generated by the acquired company without time limit. In 2007,
the U.K. taxing authorities partially repealed for the 2007 tax
year, and fully repealed for all tax years including and after
2008, Finance Act 2000 Section 107. Section 107
allowed the Companys U.K. insurance and reinsurance
entities to disclaim part or all of their loss reserves in any
given tax year. The disclaimed reserves would then refresh as
current year losses in the following year.
The Company has made estimates of future taxable income of
subsidiaries and has provided a valuation allowance in respect
of those loss carryforwards where it does not expect to realize
a benefit.
A valuation allowance has been provided for the tax benefit of
these items as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Benefit of loss carryforward
|
|
$
|
129,251
|
|
|
$
|
153,314
|
|
Valuation allowance
|
|
|
(119,040
|
)
|
|
|
(153,314
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,211
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
The actual income tax rate for the years ended December 31,
2007, 2006 and 2005, differed from the amount computed by
applying the effective rate of 0% under the Bermuda law to
earnings before income taxes as a result of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
2006
|
|
|
|
2005
|
|
|
Earnings before income tax
|
|
$
|
54,344
|
|
|
|
$
|
82,028
|
|
|
|
$
|
81,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected tax rate
|
|
|
0
|
|
%
|
|
|
0
|
|
%
|
|
|
0
|
%
|
Foreign taxes at local expected rates
|
|
|
(0.3
|
)
|
%
|
|
|
1.6
|
|
%
|
|
|
0.7
|
%
|
Change in uncertain tax positions
|
|
|
(14.1
|
)
|
%
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
0.7
|
|
%
|
|
|
(2.0
|
)
|
%
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
(13.7
|
)
|
%
|
|
|
(0.4
|
)
|
%
|
|
|
1.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company adopted the provisions of FASB Interpretation
No. 48, Accounting for Uncertainty in Income
Taxes (FIN 48), on January 1, 2007.
As a result of the implementation of FIN 48, the Company
recognized a $4.9 million increase to the January 1,
2007 balance of retained earnings.
F-29
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
As a result of the Companys merger with EGI on
January 31, 2007, the Company assumed approximately
$15.3 million of liabilities for unrecognized tax benefits
related to various U.S., state and local income tax matters, and
$2.4 million of accrued interest related to uncertain tax
positions as a result of EGIs adoption of FIN 48 on
January 1, 2007.
During the year ended December 31, 2007 there were certain
reductions to the unrecognized tax benefit due to the expiration
of statutes of limitations of $8.5 million, which is
included in net earnings.
A reconciliation of the beginning and ending amount of
unrecognized tax benefits is as follows:
|
|
|
|
|
Balance at January 1, 2007 upon initial adoption
|
|
$
|
4,396
|
|
Balance assumed as a result of the merger with EGI on
January 31, 2007
|
|
|
17,698
|
|
Gross increases tax positions related to the current
year
|
|
|
117
|
|
Gross increases tax positions related to prior years
|
|
|
729
|
|
Lapse of statute of limitations
|
|
|
(9,825
|
)
|
|
|
|
|
|
Balance at December 31, 2007
|
|
$
|
13,115
|
|
|
|
|
|
|
Included in the balance at December 31, 2007, were
$3.2 million of tax positions for which the ultimate
deductibility is highly certain but for which there is
uncertainty about the timing of such deductibility. Because of
the impact of deferred tax accounting, other than interest and
penalties, the disallowance of the shorter deductibility period
would not affect the annual effective tax rate but would
accelerate the payment of cash to the taxing authority to an
earlier period.
Within specific countries, the subsidiaries may be subject to
audit by various tax authorities and may be subject to different
statutes of limitations expiration dates. With limited
exceptions, the Companys major subsidiaries that operate
in the U.S. and U.K. are no longer subject to audits for
years before 2003 and 2005, respectively.
It is reasonably possible that the amount of the unrecognized
tax benefit with respect to certain of the unrecognized tax
positions could decrease by up to approximately
$3.6 million within the next 12 months if the statute
of limitations expires on certain tax periods.
The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as a part of the income tax expense.
During the years ended December 31, 2007, 2006, and 2005
the Company had recognized a benefit for the reversal of
interest and penalties related to unrecognized tax benefits due
to the statute expirations of $1.2 million, $Nil, and $Nil,
respectively. The Company had approximately $2.0 million
and $Nil accrued for the payment of interest and penalties
related to unrecognized tax benefits at December 31, 2007
and December 31, 2006, respectively.
F-30
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
17.
|
STATUTORY
REQUIREMENTS
|
The Companys insurance and reinsurance operations are
subject to insurance laws and regulations in the jurisdictions
in which they operate, including Bermuda, Europe and the United
Kingdom. Statutory capital and surplus as reported to the
relevant regulatory authorities for the insurance and
reinsurance subsidiaries of the Company as of December 31,
2007 and 2006 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bermuda
|
|
|
UK
|
|
|
Europe
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
Required statutory capital and surplus
|
|
$
|
23,127
|
|
|
$
|
17,084
|
|
|
$
|
39,857
|
|
|
$
|
37,713
|
|
|
$
|
25,055
|
|
|
$
|
20,234
|
|
Actual statutory capital and surplus
|
|
$
|
119,548
|
|
|
$
|
71,292
|
|
|
$
|
283,980
|
|
|
$
|
231,162
|
|
|
$
|
80,292
|
|
|
$
|
57,491
|
|
Statutory income
|
|
$
|
31,369
|
|
|
$
|
19,597
|
|
|
$
|
32,581
|
|
|
$
|
(13,731
|
)
|
|
$
|
6,851
|
|
|
$
|
605
|
|
Maximum available for dividends
|
|
$
|
76,422
|
|
|
$
|
54,208
|
|
|
$
|
18,046
|
|
|
$
|
4,294
|
|
|
$
|
1,818
|
|
|
$
|
1,123
|
|
As of December 31, 2007 and 2006, retained earnings of
$22.1 million and $21.6 million of one of the
Companys subsidiaries required regulatory approval prior
to distribution.
|
|
18.
|
COMMITMENTS
AND CONTINGENCIES
|
a) Lease Commitment The Company leases
office space under operating leases expiring in various years
through 2015. The leases are renewable at the option of the
lessee under certain circumstances. The following is a schedule
of future minimum rental payments on non-cancelable leases as of
December 31, 2007:
|
|
|
|
|
2008
|
|
$
|
1,751
|
|
2009
|
|
|
1,912
|
|
2010
|
|
|
1,655
|
|
2011
|
|
|
1,234
|
|
2012
|
|
|
546
|
|
2013 through 2017
|
|
|
1,139
|
|
|
|
|
|
|
|
|
$
|
8,237
|
|
|
|
|
|
|
Rent expense for the years ended December 31, 2007, 2006
and 2005 was $2.2 million, $1.6 million and
$1.7 million, respectively.
b) Other SLM Corporation
On January 27, 2008, the Company was advised by J.C.
Flowers & Co. LLC, or J.C. Flowers, that SLM
Corporation, or Sallie Mae, had agreed to drop its previously
announced lawsuit against J.C. Flowers and its partners seeking
the payment of a $900 million termination fee. In addition,
Sallie Mae and J.C. Flowers and its partners agreed to terminate
the merger agreement. The Company has not and will not be
obligated to make any payment of any kind to J.C. Flowers in
respect of our share of the termination fee.
New NIB Partners L.P. On
January 30, 2008, the Company was advised by New NIB
Partners L.P. (New NIB) that the previously
announced sale of NIBC Bank N.V. (NIBC) to Kaupthing
Bank hf was no longer going to proceed due to the current
instability in the financial markets. The Company owns
approximately 1.6% of New NIB which owns approximately 79% of
NIBC.
F-31
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The determination of reportable segments is based on how senior
management monitors the Companys operations. The Company
measures the results of its operations under two major business
categories: consulting and reinsurance.
Consulting fees for the reinsurance segment are intercompany
fees paid to the consulting segment. Salary and benefits for the
reinsurance segment relate to the discretionary bonus expense on
the net income after taxes of the reinsurance segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
|
Reinsurance
|
|
|
Total
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
59,465
|
|
|
$
|
(27,547
|
)
|
|
$
|
31,918
|
|
Net investment income
|
|
|
228
|
|
|
|
63,859
|
|
|
|
64,087
|
|
Net realized losses
|
|
|
|
|
|
|
249
|
|
|
|
249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,693
|
|
|
|
36,561
|
|
|
|
96,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reduction in loss and loss adjustment expense liabilities
|
|
|
|
|
|
|
(24,482
|
)
|
|
|
(24,482
|
)
|
Salaries and benefits
|
|
|
36,222
|
|
|
|
10,755
|
|
|
|
46,977
|
|
General and administrative expenses
|
|
|
21,844
|
|
|
|
9,569
|
|
|
|
31,413
|
|
Interest expense
|
|
|
|
|
|
|
4,876
|
|
|
|
4,876
|
|
Net foreign exchange loss (gain)
|
|
|
192
|
|
|
|
(8,113
|
)
|
|
|
(7,921
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,258
|
|
|
|
(7,395
|
)
|
|
|
50,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes and minority interest
|
|
|
1,435
|
|
|
|
43,956
|
|
|
|
45,391
|
|
Income taxes
|
|
|
(597
|
)
|
|
|
8,038
|
|
|
|
7,441
|
|
Minority interest
|
|
|
|
|
|
|
(6,730
|
)
|
|
|
(6,730
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before extraordinary gain
|
|
|
838
|
|
|
|
45,264
|
|
|
|
46,102
|
|
Extraordinary gain
|
|
|
|
|
|
|
15,683
|
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
838
|
|
|
$
|
60,947
|
|
|
$
|
61,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from one client of the Companys consulting segment
was $12.4 million.
F-32
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
19.
|
SEGMENT
INFORMATION (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
|
Reinsurance
|
|
|
Total
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
54,546
|
|
|
$
|
(20,638
|
)
|
|
$
|
33,908
|
|
Net investment income
|
|
|
1,225
|
|
|
|
46,874
|
|
|
|
48,099
|
|
Net realized losses
|
|
|
|
|
|
|
(98
|
)
|
|
|
(98
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,771
|
|
|
|
26,138
|
|
|
|
81,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reduction in loss and loss adjustment expense liabilities
|
|
|
|
|
|
|
(31,927
|
)
|
|
|
(31,927
|
)
|
Salaries and benefits
|
|
|
28,255
|
|
|
|
11,866
|
|
|
|
40,121
|
|
General and administrative expenses
|
|
|
12,751
|
|
|
|
6,127
|
|
|
|
18,878
|
|
Interest expense
|
|
|
|
|
|
|
1,989
|
|
|
|
1,989
|
|
Net foreign exchange loss (gain)
|
|
|
146
|
|
|
|
(10,978
|
)
|
|
|
(10,832
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,152
|
|
|
|
(22,923
|
)
|
|
|
18,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes, minority interest and share of net
earnings of partly owned companies
|
|
|
14,619
|
|
|
|
49,061
|
|
|
|
63,680
|
|
Income taxes
|
|
|
490
|
|
|
|
(172
|
)
|
|
|
318
|
|
Minority interest
|
|
|
|
|
|
|
(13,208
|
)
|
|
|
(13,208
|
)
|
Share of net earnings of partly-owned companies
|
|
|
|
|
|
|
518
|
|
|
|
518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings before extraordinary gain
|
|
|
15,109
|
|
|
|
36,199
|
|
|
|
51,308
|
|
Extraordinary gain
|
|
|
|
|
|
|
31,038
|
|
|
|
31,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
15,109
|
|
|
$
|
67,237
|
|
|
$
|
82,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from one client of the Companys consulting segment
was $9.3 million.
F-33
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
19.
|
SEGMENT
INFORMATION (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
|
Reinsurance
|
|
|
Total
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
38,046
|
|
|
$
|
(16,040
|
)
|
|
$
|
22,006
|
|
Net investment income
|
|
|
576
|
|
|
|
27,660
|
|
|
|
28,236
|
|
Net realized gains
|
|
|
|
|
|
|
1,268
|
|
|
|
1,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,622
|
|
|
|
12,888
|
|
|
|
51,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reduction in loss and loss adjustment expense liabilities
|
|
|
|
|
|
|
(96,007
|
)
|
|
|
(96,007
|
)
|
Salaries and benefits
|
|
|
26,864
|
|
|
|
13,957
|
|
|
|
40,821
|
|
General and administrative expenses
|
|
|
9,246
|
|
|
|
1,716
|
|
|
|
10,962
|
|
Net foreign exchange loss
|
|
|
10
|
|
|
|
4,592
|
|
|
|
4,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,120
|
|
|
|
(75,742
|
)
|
|
|
(39,622
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes, minority interest and share of net
earnings of partly owned companies
|
|
|
2,502
|
|
|
|
88,630
|
|
|
|
91,132
|
|
Income taxes
|
|
|
(883
|
)
|
|
|
(31
|
)
|
|
|
(914
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest
|
|
|
|
|
|
|
(9,700
|
)
|
|
|
(9,700
|
)
|
Share of net earnings of partly-owned companies
|
|
|
|
|
|
|
192
|
|
|
|
192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
1,619
|
|
|
$
|
79,091
|
|
|
$
|
80,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-34
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
20.
|
CONDENSED
UNAUDITED QUARTERLY FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 Quarters Ended
|
|
|
|
December 31
|
|
|
September 30
|
|
|
June 30
|
|
|
March 31
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting fees
|
|
$
|
17,193
|
|
|
$
|
6,238
|
|
|
$
|
3,826
|
|
|
$
|
4,661
|
|
Net investment income and net realized gains
|
|
|
13,240
|
|
|
|
15,901
|
|
|
|
16,844
|
|
|
|
18,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,433
|
|
|
|
22,139
|
|
|
|
20,670
|
|
|
|
23,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reduction in loss and loss adjustment expense liabilities
|
|
|
(25,874
|
)
|
|
|
(313
|
)
|
|
|
(805
|
)
|
|
|
2,510
|
|
Salaries and benefits
|
|
|
15,144
|
|
|
|
8,671
|
|
|
|
10,360
|
|
|
|
12,802
|
|
General and administrative expenses
|
|
|
6,935
|
|
|
|
10,890
|
|
|
|
7,915
|
|
|
|
5,673
|
|
Interest expense
|
|
|
1,109
|
|
|
|
1,442
|
|
|
|
1,307
|
|
|
|
1,018
|
|
Net foreign exchange (gain) loss
|
|
|
(255
|
)
|
|
|
(4,651
|
)
|
|
|
(3,069
|
)
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,941
|
)
|
|
|
16,039
|
|
|
|
15,708
|
|
|
|
22,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
|
1,281
|
|
|
|
(933
|
)
|
|
|
8,109
|
|
|
|
(1,016
|
)
|
Minority interest
|
|
|
284
|
|
|
|
(2,599
|
)
|
|
|
(2,167
|
)
|
|
|
(2,248
|
)
|
Extraordinary gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS
|
|
$
|
34,939
|
|
|
$
|
2,568
|
|
|
$
|
10,904
|
|
|
$
|
13,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share before extraordinary item Basic
|
|
$
|
2.93
|
|
|
$
|
0.22
|
|
|
$
|
0.92
|
|
|
$
|
(0.21
|
)
|
Extraordinary item Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share Basic
|
|
$
|
2.93
|
|
|
$
|
0.22
|
|
|
$
|
0.92
|
|
|
$
|
1.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share before extraordinary item Diluted
|
|
$
|
2.86
|
|
|
$
|
0.21
|
|
|
$
|
0.89
|
|
|
$
|
(0.20
|
)
|
Extraordinary item Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share Diluted
|
|
$
|
2.86
|
|
|
$
|
0.21
|
|
|
$
|
0.89
|
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Basic
|
|
|
11,920,393
|
|
|
|
11,920,393
|
|
|
|
11,916,013
|
|
|
|
11,160,448
|
|
Weighted average shares outstanding Diluted
|
|
|
12,197,074
|
|
|
|
12,200,514
|
|
|
|
12,204,562
|
|
|
|
11,425,716
|
|
F-35
ENSTAR
GROUP LIMITED
(FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
20.
|
CONDENSED
UNAUDITED QUARTERLY FINANCIAL
DATA (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Quarters Ended
|
|
|
|
December 31
|
|
|
September 30
|
|
|
June 30
|
|
|
March 31
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
Consulting fees
|
|
$
|
12,958
|
|
|
$
|
9,350
|
|
|
$
|
5,251
|
|
|
$
|
6,349
|
|
Net investment income and net realized gains
|
|
|
14,563
|
|
|
|
12,712
|
|
|
|
11,066
|
|
|
|
9,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,521
|
|
|
|
22,062
|
|
|
|
16,317
|
|
|
|
16,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reduction in loss and loss adjustment expense liabilities
|
|
|
(21,227
|
)
|
|
|
(3,920
|
)
|
|
|
(4,323
|
)
|
|
|
(2,457
|
)
|
Salaries and benefits
|
|
|
17,685
|
|
|
|
7,996
|
|
|
|
6,491
|
|
|
|
7,949
|
|
General and administrative expenses
|
|
|
6,591
|
|
|
|
4,154
|
|
|
|
4,995
|
|
|
|
3,138
|
|
Interest expense
|
|
|
1,095
|
|
|
|
362
|
|
|
|
532
|
|
|
|
|
|
Net foreign exchange gain
|
|
|
(1,918
|
)
|
|
|
(947
|
)
|
|
|
(7,497
|
)
|
|
|
(470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,226
|
|
|
|
7,645
|
|
|
|
198
|
|
|
|
8,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
|
557
|
|
|
|
(1,034
|
)
|
|
|
581
|
|
|
|
214
|
|
Minority interest
|
|
|
(5,403
|
)
|
|
|
(2,619
|
)
|
|
|
(4,974
|
)
|
|
|
(212
|
)
|
Share of net earnings of partly owned companies
|
|
|
23
|
|
|
|
232
|
|
|
|
151
|
|
|
|
112
|
|
Extraordinary gain
|
|
|
26,691
|
|
|
|
|
|
|
|
|
|
|
|
4,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS
|
|
$
|
47,163
|
|
|
$
|
10,996
|
|
|
$
|
11,877
|
|
|
$
|
12,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share before extraordinary item Basic
|
|
$
|
2.07
|
|
|
$
|
1.11
|
|
|
$
|
1.21
|
|
|
$
|
0.82
|
|
Extraordinary item Basic
|
|
|
2.69
|
|
|
|
|
|
|
|
|
|
|
|
0.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share Basic
|
|
$
|
4.76
|
|
|
$
|
1.11
|
|
|
$
|
1.21
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share before extraordinary item Diluted
|
|
$
|
2.05
|
|
|
$
|
1.10
|
|
|
$
|
1.19
|
|
|
$
|
0.80
|
|
Extraordinary item Diluted
|
|
|
2.67
|
|
|
|
|
|
|
|
|
|
|
|
0.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share Diluted
|
|
$
|
4.71
|
|
|
$
|
1.10
|
|
|
$
|
1.19
|
|
|
$
|
1.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Basic
|
|
|
9,910,670
|
|
|
|
9,910,670
|
|
|
|
9,849,321
|
|
|
|
9,755,826
|
|
Weighted average shares outstanding Diluted
|
|
|
10,002,964
|
|
|
|
10,002,964
|
|
|
|
9,945,994
|
|
|
|
9,914,551
|
|
F-36
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Enstar Group Limited (formerly known as Castlewood Holdings
Limited)
We have audited the consolidated financial statements of Enstar
Group Limited and subsidiaries (the Company) as of
December 31, 2007 and 2006, and for the years ended
December 31, 2007, 2006 and 2005, and the Companys
internal control over financial reporting as of
December 31, 2007, and have issued our reports thereon
dated February 29, 2008; such consolidated financial
statements and reports are included elsewhere in this annual
report. Our audits also included the financial statement
schedule of the Company listed in Item 15. This
consolidated financial statement schedule is the responsibility
of the Companys management. Our responsibility is to
express an opinion based on our audits. In our opinion, the
consolidated financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the
information set forth therein.
Hamilton, Bermuda
February 29, 2008
F-37
SCHEDULE II
ENSTAR
GROUP LIMITED
CONDENSED
BALANCE SHEETS
As of December 31, 2007 and 2006
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands of U.S. dollars, except share data)
|
|
|
ASSETS
|
Cash and cash equivalents
|
|
$
|
2,354
|
|
|
$
|
4,593
|
|
Balances due from subsidiaries
|
|
|
41,591
|
|
|
|
63,885
|
|
Investments in subsidiaries
|
|
|
548,399
|
|
|
|
340,120
|
|
Goodwill
|
|
|
21,222
|
|
|
|
21,222
|
|
Accounts receivable and other assets
|
|
|
10,844
|
|
|
|
2,972
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
624,410
|
|
|
$
|
432,792
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
Accounts payable and accrued liabilities
|
|
$
|
1,075
|
|
|
|
16,160
|
|
Balances due to subsidiaries
|
|
|
109,299
|
|
|
|
42,502
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
110,374
|
|
|
|
58,662
|
|
|
|
|
|
|
|
|
|
|
MINORITY INTEREST
|
|
|
63,437
|
|
|
|
55,520
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
|
|
|
|
|
|
Authorized issued and fully paid, par value $1 each (Authorized
2007: 156,000,000; 2006: 99,000,000)
|
|
|
|
|
|
|
|
|
Ordinary shares (Issued 2007: 11,920,377 ; 2006: 18,885)
|
|
|
11,920
|
|
|
|
19
|
|
Non-voting convertible ordinary shares (Issued 2007: 2,972,892;
2006: Nil)
|
|
|
2,973
|
|
|
|
|
|
Treasury stock at cost (non-voting convertible ordinary shares
2007:
|
|
|
|
|
|
|
|
|
2,972,892; 2006: Nil)
|
|
|
(421,559
|
)
|
|
|
|
|
Additional paid-in capital
|
|
|
590,934
|
|
|
|
111,371
|
|
Accumulated other comprehensive income
|
|
|
6,035
|
|
|
|
4,565
|
|
Retained earnings
|
|
|
260,296
|
|
|
|
202,655
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS EQUITY
|
|
|
450,599
|
|
|
|
318,610
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
|
$
|
624,410
|
|
|
$
|
432,792
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to the Condensed Financial Statements.
F-38
ENSTAR
GROUP LIMITED
CONDENSED
STATEMENTS OF EARNINGS
For the
Years Ended December 31, 2007, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
557
|
|
|
$
|
310
|
|
|
$
|
113
|
|
Dividend income from subsidiaries
|
|
|
|
|
|
|
70,254
|
|
|
|
2,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
557
|
|
|
|
70,564
|
|
|
|
2,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits
|
|
|
4,414
|
|
|
|
20,893
|
|
|
|
5,851
|
|
General and administrative expenses
|
|
|
4,514
|
|
|
|
772
|
|
|
|
590
|
|
Interest expense
|
|
|
7,118
|
|
|
|
1,204
|
|
|
|
|
|
Foreign exchange losses (gains)
|
|
|
163
|
|
|
|
(220
|
)
|
|
|
293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,209
|
|
|
|
22,649
|
|
|
|
6,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) BEFORE EQUITY IN UNDISTRIBUTED EARNINGS OF
CONSOLIDATED SUBSIDIARIES
|
|
|
(15,652
|
)
|
|
|
47,915
|
|
|
|
(4,570
|
)
|
EQUITY IN UNDISTRIBUTED EARNINGS OF CONSOLIDATED SUBSIDIARIES
|
|
|
84,167
|
|
|
|
47,639
|
|
|
|
94,980
|
|
MINORITY INTEREST
|
|
|
(6,730
|
)
|
|
|
(13,208
|
)
|
|
|
(9,700
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS
|
|
$
|
61,785
|
|
|
$
|
82,346
|
|
|
$
|
80,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to the Condensed Financial Statements.
F-39
ENSTAR
GROUP LIMITED
CONDENSED
STATEMENTS OF CASH FLOWS
For the
Years Ended December 31, 2007, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands of U.S. dollars)
|
|
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by (used in) operating activities
|
|
$
|
56,590
|
|
|
$
|
116,805
|
|
|
$
|
(935
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
|
|
|
|
|
|
(27,948
|
)
|
|
|
|
|
Contribution of capital
|
|
|
(42,067
|
)
|
|
|
(64,819
|
)
|
|
|
|
|
Repurchase of shares
|
|
|
(16,762
|
)
|
|
|
|
|
|
|
|
|
Redemption of shares
|
|
|
|
|
|
|
(22,642
|
)
|
|
|
(282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in financing activities
|
|
|
(58,829
|
)
|
|
|
(115,409
|
)
|
|
|
(282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
(2,239
|
)
|
|
|
1,396
|
|
|
|
(1,217
|
)
|
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
|
|
4,593
|
|
|
|
3,197
|
|
|
|
4,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF YEAR
|
|
$
|
2,354
|
|
|
$
|
4,593
|
|
|
$
|
3,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to the Condensed Financial Statements.
F-40
|
|
1.
|
DESCRIPTION
OF BUSINESS
|
Enstar Group Limited (Enstar ) (formerly
Castlewood Holdings Limited) was incorporated under the laws of
Bermuda on August 16, 2001 and with its subsidiaries
(collectively the Company) acquires and manages
insurance and reinsurance companies in run-off, and provides
management, consultancy and other services to the insurance and
reinsurance industry.
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
Basis of preparation The condensed financial
statements have been prepared in conformity with accounting
principles generally accepted in the United States of America.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The accompanying condensed financial statements have been
prepared using the equity method to account for the investments
in subsidiaries. Under the equity method, the investments in
consolidated subsidiaries are stated at cost plus the equity in
undistributed earnings of consolidated subsidiaries since the
date of acquisition. These condensed financial statements should
be read in conjunction with the Companys consolidated
financial statements.
|
|
3.
|
COMMITMENTS
AND CONTINGENCIES
|
In December 2007, Enstar, in conjunction with JCF FPK I L.P., or
JCF FPK, and a newly-hired executive management
team, formed U.K.-based Shelbourne Group Limited, or Shelbourne,
to invest in Reinsurance to Close or RITC
transactions (the transferring of liabilities from one
Lloyds Syndicate to another) with Lloyds of London
insurance and reinsurance syndicates in run-off. JCF FPK is a
joint investment program between Fox-Pitt, Kelton, Cochran,
Caronia & Waller, or FPKCCW, and the Flowers Fund. The
Flowers Fund is a private investment fund advised by J.C.
Flowers & Co. LLC. Mr. Flowers is the founder and
Managing Member of J.C. Flowers & Co. LLC.
Mr. John J. Oros, Enstars Executive Chairman and a
member of Enstars board of directors, is a Managing
Director of J.C. Flowers & Co LLC. Mr. Oros
splits his time between J.C. Flowers & Co. LLC and
Enstar. In addition, an affiliate of the Flowers Fund controls
approximately 41% of FPKCCW. Shelbourne is a holding company of
a Lloyds Managing Agency, Shelbourne Syndicate Services
Limited. Enstar owns 50.1% of Shelbourne, which in turn owns
100% of Shelbourne Syndicate Services Limited, the Managing
Agency for Lloyds Syndicate 2008, a syndicate approved by
Lloyds of London on December 16, 2007 to undertake
RITC transactions with Lloyds syndicates in run-off. In
February 2008, Lloyds Syndicate 2008 entered into RITC
agreements with four Lloyds Syndicates with total gross
insurance reserves of approximately $455.0 million. Since
January 1, 2008, Enstar has committed capital of
approximately £36.0 million (approximately
$72.0 million) to Lloyds Syndicate 2008.
Enstars capital commitment was financed by approximately
£12.0 million (approximately $24.0 million) from
bank finance; approximately £11.0 million
(approximately $22.0 million) from the Flowers Fund (acting
in its own capacity and not through JCF FPK), by way of a
non-voting equity participation; and approximately
£13.0 million (approximately $26.0 million) from
available cash on hand. JCF FPKs capital commitment to
Lloyds Syndicate 2008 is approximately
£14.0 million (approximately $28.0 million).
F-41
ENSTAR
GROUP LIMITED
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2008 and December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Expressed in thousands of U.S. dollars, except share
data)
|
|
|
ASSETS
|
Short-term investments, available for sale, at fair value
(amortized cost:
|
|
|
|
|
|
|
|
|
2008 $111,058; 2007 $15,480)
|
|
$
|
111,049
|
|
|
$
|
15,480
|
|
Fixed maturities, available for sale, at fair value (amortized
cost: 2008 $514,523; 2007 $7,006)
|
|
|
516,056
|
|
|
|
6,878
|
|
Fixed maturities, held to maturity, at amortized cost (fair
value: 2008 $153,661; 2007 $210,998)
|
|
|
152,785
|
|
|
|
211,015
|
|
Fixed maturities, trading, at fair value (amortized cost:
2008 $316,699; 2007 $318,199)
|
|
|
327,799
|
|
|
|
323,623
|
|
Equities, trading, at fair value (cost: 2008 $4,973;
2007 $5,087)
|
|
|
4,615
|
|
|
|
4,900
|
|
Other investments, at fair value
|
|
|
105,391
|
|
|
|
75,300
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
1,217,695
|
|
|
|
637,196
|
|
Cash and cash equivalents
|
|
|
1,480,695
|
|
|
|
995,237
|
|
Restricted cash and cash equivalents
|
|
|
317,691
|
|
|
|
168,096
|
|
Accrued interest receivable
|
|
|
21,076
|
|
|
|
7,200
|
|
Accounts receivable, net
|
|
|
35,094
|
|
|
|
25,379
|
|
Income taxes recoverable
|
|
|
|
|
|
|
658
|
|
Reinsurance balances receivable
|
|
|
758,659
|
|
|
|
465,277
|
|
Goodwill
|
|
|
21,222
|
|
|
|
21,222
|
|
Other assets
|
|
|
142,824
|
|
|
|
96,878
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
3,994,956
|
|
|
$
|
2,417,143
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
Losses and loss adjustment expenses
|
|
$
|
2,700,687
|
|
|
$
|
1,591,449
|
|
Reinsurance balances payable
|
|
|
226,949
|
|
|
|
189,870
|
|
Accounts payable and accrued liabilities
|
|
|
25,597
|
|
|
|
21,383
|
|
Income taxes payable
|
|
|
921
|
|
|
|
|
|
Loans payable
|
|
|
329,963
|
|
|
|
60,227
|
|
Other liabilities
|
|
|
77,891
|
|
|
|
40,178
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
3,362,008
|
|
|
|
1,903,107
|
|
|
|
|
|
|
|
|
|
|
MINORITY INTEREST
|
|
|
168,106
|
|
|
|
63,437
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
|
|
|
|
|
|
Authorized issued and fully paid, par value $1 each (authorized
2008: 156,000,000; 2007: 156,000,000)
|
|
|
|
|
|
|
|
|
Ordinary shares (issued and outstanding 2008: 11,947,517; 2007:
11,920,377)
|
|
|
11,948
|
|
|
|
11,920
|
|
Non-voting convertible ordinary shares (issued 2008: 2,972,892;
2007: 2,972,892)
|
|
|
2,973
|
|
|
|
2,973
|
|
Treasury stock at cost (non-voting convertible ordinary shares
2008: 2,972,892; 2007: 2,972,892)
|
|
|
(421,559
|
)
|
|
|
(421,559
|
)
|
Additional paid-in capital
|
|
|
593,712
|
|
|
|
590,934
|
|
Accumulated other comprehensive income
|
|
|
5,785
|
|
|
|
6,035
|
|
Retained earnings
|
|
|
271,983
|
|
|
|
260,296
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS EQUITY
|
|
|
464,842
|
|
|
|
450,599
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
|
$
|
3,994,956
|
|
|
$
|
2,417,143
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements
F-42
ENSTAR
GROUP LIMITED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Three-Month Periods Ended March 31, 2008 and
2007
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Expressed in thousands of U.S. dollars, except share and per
share data)
|
|
|
INCOME
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
6,055
|
|
|
$
|
4,661
|
|
Net investment income
|
|
|
590
|
|
|
|
19,938
|
|
Net realized (losses) gains
|
|
|
(1,084
|
)
|
|
|
571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,561
|
|
|
|
25,170
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
Net increase in loss and loss adjustment expense liabilities
|
|
|
685
|
|
|
|
2,510
|
|
Salaries and benefits
|
|
|
11,357
|
|
|
|
12,802
|
|
General and administrative expenses
|
|
|
11,911
|
|
|
|
5,673
|
|
Interest expense
|
|
|
3,315
|
|
|
|
3,176
|
|
Net foreign exchange (gain) loss
|
|
|
(1,335
|
)
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,933
|
|
|
|
24,215
|
|
|
|
|
|
|
|
|
|
|
(LOSS) EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST
|
|
|
(20,372
|
)
|
|
|
955
|
|
INCOME TAXES
|
|
|
239
|
|
|
|
(1,016
|
)
|
MINORITY INTEREST
|
|
|
(3,376
|
)
|
|
|
(2,248
|
)
|
|
|
|
|
|
|
|
|
|
(LOSS) BEFORE EXTRAORDINARY GAIN
|
|
|
(23,509
|
)
|
|
|
(2,309
|
)
|
Extraordinary gain Negative goodwill (net of
minority interest of $15,084 and $nil, respectively)
|
|
|
35,196
|
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS
|
|
$
|
11,687
|
|
|
$
|
13,374
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
Loss per share before extraordinary gain basic and
diluted
|
|
$
|
(1.97
|
)
|
|
$
|
(0.21
|
)
|
Extraordinary gain per share basic and diluted
|
|
|
2.95
|
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic and diluted
|
|
$
|
0.98
|
|
|
$
|
1.20
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic and diluted
|
|
|
11,927,542
|
|
|
|
11,160,448
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements
F-43
ENSTAR
GROUP LIMITED
For
the Three-Month Periods Ended March 31, 2008 and
2007
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Expressed in thousands of U.S. dollars)
|
|
|
NET EARNINGS
|
|
$
|
11,687
|
|
|
$
|
13,374
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
Unrealized holding gains on investments arising during the period
|
|
|
568
|
|
|
|
571
|
|
Reclassification adjustment for net realized losses (gains)
included in net earnings
|
|
|
1,084
|
|
|
|
(571
|
)
|
Currency translation adjustment
|
|
|
(1,902
|
)
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income
|
|
|
(250
|
)
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
$
|
11,437
|
|
|
$
|
14,014
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements
F-44
ENSTAR
GROUP LIMITED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS EQUITY
For the Three-Month Periods Ended March 31, 2008 and
2007
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Expressed in thousands of U.S. dollars)
|
|
|
Share Capital Ordinary Shares
|
|
|
|
|
|
|
|
|
Balance, beginning of period
|
|
$
|
11,920
|
|
|
$
|
19
|
|
Conversion of shares
|
|
|
|
|
|
|
6,029
|
|
Issue of shares
|
|
|
|
|
|
|
5,775
|
|
Shares repurchased
|
|
|
|
|
|
|
(7
|
)
|
Share awards granted/vested
|
|
|
28
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
11,948
|
|
|
$
|
11,854
|
|
|
|
|
|
|
|
|
|
|
Share Capital Non-Voting Convertible Ordinary
Shares
|
|
|
|
|
|
|
|
|
Balance, beginning of period
|
|
$
|
2,973
|
|
|
$
|
|
|
Conversion of shares
|
|
|
|
|
|
|
2,973
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
2,973
|
|
|
$
|
2,973
|
|
|
|
|
|
|
|
|
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
Balance, beginning of period
|
|
$
|
(421,559
|
)
|
|
$
|
|
|
Shares acquired, at cost
|
|
|
|
|
|
|
(421,559
|
)
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
(421,559
|
)
|
|
$
|
(421,559
|
)
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
|
|
|
|
|
|
|
Balance, beginning of period
|
|
$
|
590,934
|
|
|
$
|
111,371
|
|
Share awards granted/vested
|
|
|
2,562
|
|
|
|
3,750
|
|
Shares repurchased
|
|
|
|
|
|
|
(16,755
|
)
|
Issue of shares
|
|
|
|
|
|
|
490,269
|
|
Amortization of share awards
|
|
|
216
|
|
|
|
1,738
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
593,712
|
|
|
$
|
590,373
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income
|
|
|
|
|
|
|
|
|
Balance, beginning of period
|
|
$
|
6,035
|
|
|
$
|
4,565
|
|
Other comprehensive (loss)/income
|
|
|
(250
|
)
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
5,785
|
|
|
$
|
5,205
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings
|
|
|
|
|
|
|
|
|
Balance, beginning of period
|
|
$
|
260,296
|
|
|
$
|
202,655
|
|
Adjustment to initially apply FIN 48
|
|
|
|
|
|
|
4,858
|
|
|
|
|
|
|
|
|
|
|
Adjusted balance, beginning of period
|
|
|
260,296
|
|
|
|
207,513
|
|
Conversion of shares
|
|
|
|
|
|
|
(9,002
|
)
|
Net earnings
|
|
|
11,687
|
|
|
|
13,374
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period
|
|
$
|
271,983
|
|
|
$
|
211,885
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the unaudited condensed consolidated
financial statements
F-45
ENSTAR
GROUP LIMITED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three-Month Periods Ended March 31, 2008 and
2007
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Expressed in thousands of U.S. dollars)
|
|
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
11,687
|
|
|
$
|
13,374
|
|
Adjustments to reconcile net earnings to cash flows provided by
operating activities:
|
|
|
|
|
|
|
|
|
Minority interest
|
|
|
3,376
|
|
|
|
2,248
|
|
Negative goodwill
|
|
|
(35,196
|
)
|
|
|
(15,683
|
)
|
Share-based compensation expense
|
|
|
216
|
|
|
|
1,738
|
|
Net realized and unrealized investment loss (gain)
|
|
|
1,084
|
|
|
|
(576
|
)
|
Share of net loss (earnings) from other investments
|
|
|
26,510
|
|
|
|
(1,459
|
)
|
Other items
|
|
|
1,723
|
|
|
|
1,018
|
|
Depreciation and amortization
|
|
|
191
|
|
|
|
156
|
|
Amortization of bond premiums and discounts
|
|
|
(148
|
)
|
|
|
(99
|
)
|
Net movement of trading securities
|
|
|
(4,202
|
)
|
|
|
117,261
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
Reinsurance balances receivable
|
|
|
(160,775
|
)
|
|
|
29,363
|
|
Other assets
|
|
|
(33,814
|
)
|
|
|
(692
|
)
|
Losses and loss adjustment expenses
|
|
|
520,829
|
|
|
|
(18,346
|
)
|
Reinsurance balances payable
|
|
|
14,419
|
|
|
|
(18,040
|
)
|
Accounts payable and accrued liabilities
|
|
|
(4,198
|
)
|
|
|
(150
|
)
|
Other liabilities
|
|
|
32,686
|
|
|
|
13,522
|
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by operating activities
|
|
|
374,388
|
|
|
|
123,635
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired
|
|
|
7,067
|
|
|
|
22,899
|
|
Purchase of available-for-sale securities
|
|
|
(163,267
|
)
|
|
|
(33,231
|
)
|
Sales and maturities of available-for-sale securities
|
|
|
21,089
|
|
|
|
113,084
|
|
Maturity of held-to-maturity securities
|
|
|
61,682
|
|
|
|
16,583
|
|
Movement in restricted cash and cash equivalents
|
|
|
(149,595
|
)
|
|
|
(43,119
|
)
|
Funding of other investments
|
|
|
(20,090
|
)
|
|
|
1,038
|
|
Other investing activities
|
|
|
(37
|
)
|
|
|
(127
|
)
|
|
|
|
|
|
|
|
|
|
Net cash flows (used in) provided by investing activities
|
|
|
(243,151
|
)
|
|
|
77,127
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Contribution to surplus of subsidiary by minority interest
|
|
|
86,209
|
|
|
|
|
|
Receipt of loans
|
|
|
307,813
|
|
|
|
26,825
|
|
Repayment of loans
|
|
|
(39,800
|
)
|
|
|
(462
|
)
|
Repurchase of shares
|
|
|
|
|
|
|
(16,762
|
)
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by financing activities
|
|
|
354,222
|
|
|
|
9,601
|
|
|
|
|
|
|
|
|
|
|
TRANSLATION ADJUSTMENT
|
|
|
(1
|
)
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
485,458
|
|
|
|
210,409
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
995,237
|
|
|
|
450,817
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
1,480,695
|
|
|
$
|
661,226
|
|
|
|
|
|
|
|
|
|
|
Supplement Cash Flow Information
|
|
|
|
|
|
|
|
|
Net income taxes (paid)
|
|
$
|
(1,037
|
)
|
|
$
|
(1,927
|
)
|
Interest paid
|
|
$
|
(1,609
|
)
|
|
$
|
(462
|
)
|
See accompanying notes to the unaudited condensed consolidated
financial statements
F-46
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
March 31, 2008 and December 31, 2007
(Expressed in thousands of U.S. Dollars, except per
share amounts)
(unaudited)
1. BASIS
OF PREPARATION AND CONSOLIDATION
Our condensed consolidated financial statements have not been
audited. These statements have been prepared in accordance with
U.S. Generally Accepted Accounting Principles
(U.S. GAAP) for interim financial information
and with the instructions to
Form 10-Q
and Article 10 of
Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by U.S. GAAP for complete financial
statements. In the opinion of management, these financial
statements reflect all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
of our financial position and results of operations as at the
end of and for the periods presented. Results of operations for
subsidiaries acquired are included from the dates of their
acquisition by the Company. Intercompany transactions are
eliminated on consolidation. The results of operations for any
interim period are not necessarily indicative of the results for
a full year. All significant inter-company accounts and
transactions have been eliminated. In these notes, the terms
we, us, our, or the
Company refer to Enstar Group Limited and its direct and
indirect subsidiaries. The following information is unaudited
and should be read in conjunction with our Annual Report on
Form 10-K
for the year ended December 31, 2007.
Significant
Accounting Policies
Retroactive reinsurance contracts Premiums on
ceded retroactive contracts are earned when written with a
corresponding reinsurance recoverable established for the amount
of reserves ceded. The initial gain, if applicable, is deferred
and amortized into income over an actuarially determined
expected payout period.
Adoption
of New Accounting Standards
The terms FAS and FASB used in these
notes refer to Statements of Financial Accounting Standards
issued by the United States Financial Accounting Standards Board.
We adopted FAS 157, Fair Value Measurements
(FAS 157), effective January 1, 2008.
Under this standard, fair value is defined as the price that
would be received from the sale of an asset or paid to transfer
a liability (i.e., the exit price) in an orderly
transaction between market participants at the measurement date.
In determining fair value, we use various valuation approaches,
including market and income approaches. FAS 157 establishes
a hierarchy for inputs used in measuring fair value that
maximizes the use of observable inputs and minimizes the use of
unobservable inputs by requiring that the most observable inputs
be used when available. The hierarchy is broken down into three
levels based on the reliability of inputs as follows:
|
|
|
|
|
Level 1 Valuations based on quoted prices in
active markets for identical assets or liabilities that we have
the ability to access. Valuation adjustments and block discounts
are not applied to Level 1 instruments. Since valuations
are based on quoted prices that are readily and regularly
available in an active market, valuation of these products does
not entail a significant degree of judgment.
|
Assets and liabilities utilizing Level 1 inputs include
exchange-listed equity securities that are actively traded.
|
|
|
|
|
Level 2 Valuations based on quoted prices in
markets that are not active or for which significant inputs are
observable (e.g., interest rates, yield curves, prepayment
speeds, default rates, loss severities, etc.) or can be
corroborated by observable market data.
|
Assets and liabilities utilizing Level 2 inputs include:
exchange-listed equity securities that are not actively traded;
U.S. government and agency securities;
non-U.S. government
obligations; corporate and municipal bonds; mortgage-backed
securities (MBS) and asset-backed securities
(ABS).
F-47
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
1. BASIS
OF PREPARATION AND
CONSOLIDATION (contd)
|
|
|
|
|
Level 3 Valuations based on inputs that are
unobservable and significant to the overall fair value
measurement. The unobservable inputs reflect our own assumptions
about assumptions that market participants might use.
|
|
|
|
Assets and liabilities utilizing Level 3 inputs include:
hedge funds with partial transparency; and credit funds and
short duration high yield funds that are traded in less liquid
markets.
|
The availability of observable inputs can vary from financial
instrument to financial instrument and is affected by a wide
variety of factors, including, for example, the type of
financial instrument, whether the financial instrument is new
and not yet established in the marketplace, and other
characteristics particular to the transaction. To the extent
that valuation is based on models or inputs that are less
observable or unobservable in the market, the determination of
fair value requires significantly more judgment. Accordingly,
the degree of judgment exercised by management in determining
fair value is greatest for instruments categorized in
Level 3. We use prices and inputs that are current as of
the measurement date, including during periods of market
dislocation. In periods of market dislocation, the observability
of prices and inputs may be reduced for many instruments. This
condition could cause an instrument to be reclassified between
levels.
The adoption of FAS 157 did not result in any
cumulative-effect adjustment to our beginning retained earnings
at January 1, 2008, or any material impact on our results
of operations, financial position or liquidity. In February
2008, the FASB issued FSP
FAS 157-2,
Effective Date of FASB Statement No. 157
(FSP
FAS 157-2),
which permits a one-year deferral of the application of
FAS 157 for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at
least annually). Accordingly, we have also adopted FSP
FAS 157-2
effective January 1, 2008, and FAS 157 will not be
applied to our goodwill and other intangible assets measured
annually for impairment testing purposes only. We will adopt
FAS 157 for non-financial assets and non-financial
liabilities on January 1, 2009. The Company is currently
evaluating the related provisions of FAS 157 and their
potential impact on future financial statements.
In February 2007, the FASB issued FAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities (FAS 159). This standard
permits an entity to irrevocably elect fair value on a
contract-by-contract
basis as the initial and subsequent measurement attribute for
many financial instruments and certain other items including
insurance contracts. An entity electing the fair value option
would be required to recognize changes in fair value in earnings
and provide disclosure that will assist investors and other
users of financial information to more easily understand the
effect of the companys choice to use fair value on its
earnings. Further, the entity is required to display the fair
value of those assets and liabilities for which the company has
chosen to use fair value on the face of the balance sheet. This
standard does not eliminate the disclosure requirements about
fair value measurements included in FAS 157 and
FAS No. 107, Disclosures about Fair Value of
Financial Instruments. The adoption of FAS 159 did
not impact retained earnings as of January 1, 2008 because
the Company did not make any elections.
Accounting
Standards Not Yet Adopted
In December 2007, the FASB issued FAS No. 141(R)
Business Combinations (FAS 141(R)).
FAS 141(R) replaces FAS No. 141 Business
Combinations (FAS 141) but retains the
fundamental requirements in FAS No. 141 that the
acquisition method of accounting be used for all business
combinations and for an acquirer to be identified for each
business combination. FAS 141(R) requires an acquirer to
recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date,
measured at their fair values as of that date. FAS 141(R)
also requires acquisition-related costs to be recognized
separately from the acquisition, recognize assets acquired and
liabilities assumed arising from contractual contingencies at
their acquisition-date fair values and recognize goodwill as the
excess of the consideration transferred plus the fair value of
any noncontrolling interest in the acquiree at the acquisition
date over the fair values of the identifiable net assets
F-48
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
1. BASIS
OF PREPARATION AND
CONSOLIDATION (contd)
acquired. FAS 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or
after December 15, 2008 (January 1, 2009 for calendar
year-end companies). The Company is currently evaluating the
provisions of FAS 141(R) and its potential impact on future
financial statements.
In December 2007, the FASB issued FAS No. 160
Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51
(FAS 160). FAS 160 amends ARB No. 51
to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. FAS 160 clarifies that a
noncontrolling interest in a subsidiary is an ownership interest
that should be reported as equity in the consolidated financial
statements. FAS 160 requires consolidated net income to be
reported at the amounts that include the amounts attributable to
both the parent and the noncontrolling interest. This statement
also establishes a method of accounting for changes in a
parents ownership interest in a subsidiary that does
result in deconsolidation. FAS 160 is effective for fiscal
years, and interim periods within those fiscal years, beginning
on or after December 15, 2008 (January 1, 2009 for
calendar year-end companies). The presentation and disclosure of
FAS 160 shall be applied retrospectively for all periods
presented. The Company is currently evaluating the provisions of
FAS 160 and its potential impact on future financial
statements.
In March 2008, the FASB issued FAS No. 161,
Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement
No. 133 (FAS 161). This Statement
expands the disclosure requirements of FAS 133 and requires
the reporting entity to provide enhanced disclosures about the
objectives and strategies for using derivative instruments,
quantitative disclosures about fair values and amounts of gains
and losses on derivative contracts, and credit-risk related
contingent features in derivative agreements. FAS 161 will
be effective for fiscal years beginning after November 15,
2008 (January 1, 2009 for calendar year-end companies), and
interim periods within those fiscal years. The Company is
currently evaluating the provisions of FAS 161 and its
potential impact on future financial statements.
On February 29, 2008, the Company completed the acquisition
of Guildhall Insurance Company Limited (Guildhall),
a reinsurance company based in the U.K., for total consideration
of £33.4 million (approximately $65.9 million).
The purchase price was financed by the drawdown of approximately
£16.5 million (approximately $32.5 million) from
a facility loan agreement with a London-based bank;
approximately £5.0 million (approximately
$10.0 million) from J.C. Flowers II L.P. (the
Flowers Fund), by way of non-voting equity
participation; and the balance of approximately
£11.9 million (approximately $23.5 million) from
available cash on hand. The Flowers Fund is a private investment
fund advised by J.C. Flowers & Co. LLC. J.
Christopher Flowers, a member of the Companys board of
directors and one of its largest shareholders, is the founder
and Managing Member of J.C. Flowers & Co. LLC. John J.
Oros, the Companys Executive Chairman and a member of its
board of directors, is a Managing Director of J.C.
Flowers & Co. LLC. Mr. Oros splits his time
between J.C. Flowers & Co. LLC and the Company.
The acquisition has been accounted for using the purchase method
of accounting, which requires that the acquirer record the
assets and liabilities acquired at their estimated fair value.
|
|
|
|
|
Purchase price
|
|
$
|
65,571
|
|
Direct costs of acquisition
|
|
|
303
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
65,874
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
65,874
|
|
|
|
|
|
|
F-49
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
2.
|
ACQUISITIONS (contd)
|
The following summarizes the estimated fair values of the assets
acquired and the liabilities assumed at the date of acquisition:
|
|
|
|
|
Cash, restricted cash and investments
|
|
$
|
108,994
|
|
Reinsurance balances receivable
|
|
|
33,298
|
|
Accounts receivable
|
|
|
4,631
|
|
Losses and loss adjustment expenses
|
|
|
(79,107
|
)
|
Accounts payable
|
|
|
(1,942
|
)
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
65,874
|
|
|
|
|
|
|
On March 5, 2008, the Company completed the acquisition
from AMP Limited (AMP) of AMPs
Australian-based closed reinsurance and insurance operations
(Gordian). The purchase price, including acquisition
expenses, was approximately AU$436.9 million (approximately
$405.4 million) and was financed by AU$301.0 million
(approximately $276.5 million), including an arrangement
fee of AU$4.5 million (approximately $4.2 million),
from bank financing provided jointly by a London-based bank and
a German bank; approximately AU$41.6 million (approximately
$39.5 million) from the Flowers Fund, by way of non-voting
equity participation; and approximately AU$98.7 million
(approximately $93.6 million) from available cash on hand.
The acquisition has been accounted for using the purchase method
of accounting, which requires that the acquirer record the
assets and liabilities acquired at their estimated fair value.
|
|
|
|
|
Purchase price
|
|
$
|
401,086
|
|
Direct costs of acquisition
|
|
|
4,326
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
405,412
|
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
455,692
|
|
|
|
|
|
|
Excess of net assets over purchase price
|
|
$
|
50,280
|
|
Less minority interest share of negative goodwill
|
|
|
(15,084
|
)
|
|
|
|
|
|
Negative goodwill
|
|
$
|
35,196
|
|
|
|
|
|
|
The negative goodwill arose primarily as a result of income
earned by Gordian between the date of the balance sheet on which
the agreed purchase price was based, June 30, 2007, and the
date the acquisition closed, March 5, 2008, and the desire
of the vendors to achieve a substantial reduction in regulatory
capital requirements and therefore to dispose of Gordian at a
discount to fair value.
The following summarizes the estimated fair values of the assets
acquired and the liabilities assumed at the date of the
acquisition:
|
|
|
|
|
Cash, restricted cash and investments
|
|
$
|
872,755
|
|
Reinsurance balances receivable
|
|
|
99,645
|
|
Accounts receivable
|
|
|
31,253
|
|
Losses and loss adjustment expenses
|
|
|
(509,638
|
)
|
Insurance and reinsurance balances payable
|
|
|
(22,660
|
)
|
Accounts payable
|
|
|
(15,663
|
)
|
|
|
|
|
|
Net assets acquired at fair value
|
|
$
|
455,692
|
|
|
|
|
|
|
F-50
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
2.
|
ACQUISITIONS (contd)
|
The fair values of reinsurance assets and liabilities acquired
are derived from probability weighted ranges of the associated
projected cash flows, based on actuarially prepared information
and managements run-off strategy. Any amendment to the
fair values resulting from changes in such information or
strategy will be recognized when they occur.
The following proforma condensed combined income statement for
the three months ended March 31, 2008 combines the
historical consolidated statements of income of the Company with
those of Gordian, which was acquired in the first quarter of
2008, giving effect to the business combinations and related
transactions as if they had occurred on January 1, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar
|
|
|
|
Enstar
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
Group
|
|
|
|
|
|
Proforma
|
|
|
Limited
|
|
Three Months Ended March 31, 2008:
|
|
Limited
|
|
|
Gordian
|
|
|
Adjustment
|
|
|
Proforma
|
|
|
Total income
|
|
$
|
(1,748
|
)
|
|
$
|
14,082
|
|
|
$
|
(5,194
|
)(a)
|
|
$
|
7,140
|
|
Total expenses
|
|
|
(26,262
|
)
|
|
|
15,860
|
|
|
|
(7,619
|
)(c)
|
|
|
(18,021
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) before extraordinary gain
|
|
|
(28,010
|
)
|
|
|
29,942
|
|
|
|
(12,813
|
)
|
|
|
(10,881
|
)
|
Extraordinary gain
|
|
|
35,196
|
|
|
|
|
|
|
|
|
|
|
|
35,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
7,186
|
|
|
$
|
29,942
|
|
|
$
|
(12,813
|
)
|
|
$
|
24,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) per ordinary share before extraordinary
gain basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.91
|
)
|
Extraordinary gain basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per ordinary share basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,927,542
|
|
The following proforma condensed combined income statement for
the three months ended March 31, 2007 combines the
historical consolidated statements of income of the Company with
those of The Enstar Group, Inc. (EGI), BH
Acquisition Ltd. (BH) and Inter-Ocean Holdings, Ltd.
(Inter-Ocean), each of which was acquired in the
first quarter of 2007, and Gordian, which was acquired in the
first quarter of 2008, giving effect to the business
combinations and related transactions as if they had occurred on
January 1, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
Enstar
|
|
|
|
|
|
|
|
|
|
|
|
Proforma
|
|
|
|
|
|
|
|
|
Proforma
|
|
|
Limited-
|
|
Three Months Ended March 2007:
|
|
Group
|
|
|
BH
|
|
|
EGI
|
|
|
Inter-Ocean
|
|
|
Adjustment
|
|
|
Sub-total
|
|
|
Gordian
|
|
|
Adjustment
|
|
|
Proforma
|
|
|
Total income
|
|
$
|
21,797
|
|
|
$
|
1,252
|
|
|
$
|
1,058
|
|
|
$
|
6,555
|
|
|
$
|
(721
|
)(b)
|
|
$
|
29,941
|
|
|
$
|
18,394
|
|
|
$
|
(3,602
|
)(a)
|
|
$
|
44,733
|
|
Total expenses
|
|
|
(25,128
|
)
|
|
|
(774
|
)
|
|
|
(6,913
|
)
|
|
|
(5,435
|
)
|
|
|
721
|
(d)
|
|
|
(37,529
|
)
|
|
|
1,539
|
|
|
|
(8,458
|
)(c)
|
|
|
(44,448
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings before extraordinary gain
|
|
|
(3,331
|
)
|
|
|
478
|
|
|
|
(5,855
|
)
|
|
|
1,120
|
|
|
|
|
|
|
|
(7,588
|
)
|
|
|
19,933
|
|
|
|
(12,060
|
)
|
|
|
285
|
|
Extraordinary gain
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
12,352
|
|
|
$
|
478
|
|
|
$
|
(5,855
|
)
|
|
$
|
1,120
|
|
|
$
|
|
|
|
$
|
8,095
|
|
|
$
|
19,933
|
|
|
$
|
(12,060
|
)
|
|
$
|
15,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per ordinary share before extraordinary
gain basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.03
|
|
Extraordinary gain basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per ordinary share basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per ordinary share before extraordinary
gain diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.02
|
|
Extraordinary gain diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per ordinary share diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,160,448
|
|
Weighted average shares diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,425,716
|
|
F-51
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
2.
|
ACQUISITIONS (contd)
|
Notes
to the Pro Forma Condensed Combined Income
Statement
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Income:
|
|
|
|
|
|
|
|
|
(a) Adjustment to conform the accounting policy for investments
to that of the Company
|
|
$
|
(5,194
|
)
|
|
$
|
(3,602
|
)
|
(b) Elimination of fees earned prior to acquisition
|
|
|
|
|
|
|
(721
|
)
|
Expenses:
|
|
|
|
|
|
|
|
|
(c) (i) Adjustment to interest expense to reflect the financing
costs of the acquisition for the period
|
|
|
(3,965
|
)
|
|
|
(5,015
|
)
|
(ii) Adjustment to recognize the
amortization of increased run-off provisions
|
|
|
(236
|
)
|
|
|
(205
|
)
|
(iii) Adjustment to recognize
amortization of fair value adjustments recorded at date of
acquisition
|
|
|
(4,976
|
)
|
|
|
(4,319
|
)
|
(iv) To adjust income taxes for pro
forma adjustments at the statutory rate of 30%
|
|
|
1,558
|
|
|
|
1,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,619
|
)
|
|
|
(8,458
|
)
|
(d) Elimination of fees paid prior to acquisition
|
|
|
|
|
|
|
721
|
|
|
|
3.
|
SIGNIFICANT
NEW BUSINESS
|
In December 2007, the Company, in conjunction with JCF FPK I
L.P. (JCF FPK) and a newly-hired executive
management team, formed U.K.-based Shelbourne Group Limited
(Shelbourne) to invest in Reinsurance to Close or
RITC transactions (the transferring of liabilities
from one Lloyds Syndicate to another) with Lloyds of
London insurance and reinsurance syndicates in run-off. JCF FPK
is a joint investment program between Fox-Pitt, Kelton, Cochran,
Caronia & Waller (FPKCCW) and the Flowers
Fund. Shelbourne is a holding company of a Lloyds Managing
Agency, Shelbourne Syndicate Services Limited. The Company owns
50.1% of Shelbourne, which in turn owns 100% of Shelbourne
Syndicate Services Limited, the Managing Agency for Lloyds
Syndicate 2008, a syndicate approved by Lloyds of London
on December 16, 2007 to undertake RITC transactions with
Lloyds syndicates in run-off. In February 2008,
Lloyds Syndicate 2008 entered into RITC agreements with
four Lloyds syndicates with total gross insurance reserves
of approximately $471.2 million.
On February 29, 2008, the Company funded its capital
commitment of approximately £36.0 million
(approximately $72.0 million) by way of a letter of credit
issued by a London-based bank to Lloyds Syndicate 2008.
The letter of credit was secured by a parental guarantee from
the Company in the amount of £12.0 million
(approximately $24.0 million); approximately
£11.0 million (approximately $22.0 million) from
the Flowers Fund (acting in its own capacity and not through JCF
FPK), by way of a non-voting equity participation; and
approximately £13.0 million (approximately
$26.0 million) from available cash on hand. JCF FPKs
capital commitment to Lloyds Syndicate 2008 is
approximately £14.0 million (approximately
$28.0 million).
The Flowers Fund is a private investment fund advised by J.C.
Flowers & Co. LLC. J. Christopher Flowers, a member of
the Companys board of directors and one of its largest
shareholders, is the founder and Managing Member of
J.C. Flowers & Co. LLC. John J. Oros, the
Companys Executive Chairman and a member of its board of
directors, is a Managing Director of
J.C. Flowers & Co LLC. Mr. Oros splits his
time between J.C. Flowers & Co. LLC and the
Company. In addition, an affiliate of the Flowers Fund controls
approximately 41% of FPKCCW.
F-52
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Available-for-sale
The amortized cost and estimated fair value of investments in
debt securities classified as available for sale are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
|
|
|
|
Amortized
|
|
|
Holding
|
|
|
Holding
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
As at March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Agency securities
|
|
$
|
142,358
|
|
|
$
|
443
|
|
|
$
|
(6
|
)
|
|
$
|
142,795
|
|
Non-U.S.
Government securities
|
|
|
184,394
|
|
|
|
984
|
|
|
|
(45
|
)
|
|
|
185,333
|
|
Corporate debt securities
|
|
|
180,853
|
|
|
|
660
|
|
|
|
(503
|
)
|
|
|
181,010
|
|
Other debt securities
|
|
|
6,918
|
|
|
|
|
|
|
|
|
|
|
|
6,918
|
|
Short term investments
|
|
|
111,058
|
|
|
|
36
|
|
|
|
(45
|
)
|
|
|
111,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
625,581
|
|
|
$
|
2,123
|
|
|
$
|
(599
|
)
|
|
$
|
627,105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
757
|
|
|
$
|
42
|
|
|
$
|
(170
|
)
|
|
$
|
629
|
|
Other debt securities
|
|
|
6,249
|
|
|
|
|
|
|
|
|
|
|
|
6,249
|
|
Short term investments
|
|
|
15,480
|
|
|
|
|
|
|
|
|
|
|
|
15,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,486
|
|
|
$
|
42
|
|
|
$
|
(170
|
)
|
|
$
|
22,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The gross unrealized losses on available for sale debt
securities as at March 31 were split as follows:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Due within one year
|
|
$
|
53
|
|
|
$
|
|
|
After 1 through 5 years
|
|
|
243
|
|
|
|
|
|
After 5 through 10 years
|
|
|
160
|
|
|
|
|
|
After 10 years
|
|
|
143
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
599
|
|
|
$
|
170
|
|
|
|
|
|
|
|
|
|
|
As at March 31, 2008 the number of securities classified as
available-for-sale in an unrealized loss position was 50, with a
fair value of $77.6 million. None of these securities has
been in an unrealized loss position for 12 months or longer.
F-53
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
4.
|
INVESTMENTS (contd)
|
Held-to-maturity
The amortized cost and estimated fair value of investments in
debt securities classified as held-to-maturity are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
|
|
|
|
Amortized
|
|
|
Holding
|
|
|
Holding
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
As at March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Agency securities
|
|
$
|
92,078
|
|
|
$
|
1,638
|
|
|
$
|
(208
|
)
|
|
$
|
93,508
|
|
Non-U.S.
Government securities
|
|
|
2,636
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
2,627
|
|
Corporate debt securities
|
|
|
58,071
|
|
|
|
387
|
|
|
|
(932
|
)
|
|
|
57,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
152,785
|
|
|
$
|
2,025
|
|
|
$
|
(1,149
|
)
|
|
$
|
153,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Agency securities
|
|
$
|
132,332
|
|
|
$
|
816
|
|
|
$
|
(314
|
)
|
|
$
|
132,834
|
|
Non-U.S.
Government securities
|
|
|
2,534
|
|
|
|
|
|
|
|
(12
|
)
|
|
|
2,522
|
|
Corporate debt securities
|
|
|
76,149
|
|
|
|
159
|
|
|
|
(666
|
)
|
|
|
75,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
211,015
|
|
|
$
|
975
|
|
|
$
|
(992
|
)
|
|
$
|
210,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The gross unrealized losses on held-to-maturity debt securities
as at March 31 were split as follows:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Due within one year
|
|
$
|
113
|
|
|
$
|
161
|
|
After 1 through 5 years
|
|
|
380
|
|
|
|
217
|
|
After 5 through 10 years
|
|
|
11
|
|
|
|
13
|
|
After 10 years
|
|
|
645
|
|
|
|
601
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,149
|
|
|
$
|
992
|
|
|
|
|
|
|
|
|
|
|
As at March 31, 2008, the number of securities classified
as held-to-maturity in an unrealized loss position was 36 with a
fair value of $33.8 million. Of these securities, the
number of securities that have been in an unrealized loss
position for 12 months or longer was 34 with a fair value
of $18.2 million. As of March 31, 2008, none of these
securities were considered to be other than temporarily
impaired. The Company has the intent and ability to hold these
securities until their maturities. The unrealized losses from
these securities were not a result of credit, collateral or
structural issues.
The amortized cost and estimated fair values as at
March 31, 2008 of debt securities classified as
held-to-maturity by contractual maturity are shown below.
|
|
|
|
|
|
|
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Due within one year
|
|
$
|
42,933
|
|
|
$
|
42,936
|
|
After 1 through 5 years
|
|
|
100,904
|
|
|
|
102,245
|
|
After 5 through 10 years
|
|
|
161
|
|
|
|
149
|
|
After 10 years
|
|
|
8,787
|
|
|
|
8,331
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
152,785
|
|
|
$
|
153,661
|
|
|
|
|
|
|
|
|
|
|
F-54
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
4.
|
INVESTMENTS (contd)
|
Actual maturities could differ from contractual maturities
because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
Trading
The estimated fair value of investments in debt securities and
short-term investments classified as trading securities as of
March 31 was as follows:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
U.S. Treasury and Agency securities
|
|
$
|
255,499
|
|
|
$
|
237,943
|
|
Non-U.S.
Government securities
|
|
|
3,231
|
|
|
|
3,244
|
|
Corporate debt securities
|
|
|
69,069
|
|
|
|
82,436
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
327,799
|
|
|
$
|
323,623
|
|
|
|
|
|
|
|
|
|
|
Other
Investments
At March 31, 2008 and December 31, 2007, the Company
had $105.4 million and $75.3 million, respectively, of
other investments recorded in limited partnerships, limited
liability companies and equity funds. These other investments
represented 3.5% and 4.2% of total investments and cash and cash
equivalents at March 31, 2008 and December 31, 2007,
respectively. All of the Companys other investments
relating to our investments in limited partnerships and limited
liability companies are subject to restrictions on redemptions
and sales which are determined by the governing documents and
limit the Companys ability to liquidate these investments
in the short term. Due to a lag in the valuations reported by
the managers, the Company records changes in the investment
value with up to a three-month lag. These investments are
accounted for under the equity method. As at March 31, 2008
and December 31, 2007, the Company had unfunded capital
commitments relating to its other investments of $62.3 and
$74.6 million, respectively. As at March 31, 2008,
61.7% of the other investments are with a related party.
In accordance with FAS 157, we have categorized our
investments held at March 31, 2008 between levels as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fair
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Value
|
|
|
Fixed maturities available for sale
|
|
$
|
|
|
|
$
|
627,105
|
|
|
$
|
|
|
|
$
|
627,105
|
|
Fixed maturities trading
|
|
|
|
|
|
|
326,748
|
|
|
|
1,051
|
|
|
|
327,799
|
|
Equity securities
|
|
|
4,615
|
|
|
|
|
|
|
|
|
|
|
|
4,615
|
|
Other investments
|
|
|
|
|
|
|
|
|
|
|
105,391
|
|
|
|
105,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
4,615
|
|
|
$
|
953,853
|
|
|
$
|
106,442
|
|
|
$
|
1,064,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-55
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
4.
|
INVESTMENTS (contd)
|
The following table presents a reconciliation of the beginning
and ending balances for all investments measured at fair value
on a recurring basis using Level 3 inputs during the period
ended March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2008
|
|
|
|
Fixed
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity
|
|
|
Equity
|
|
|
Other
|
|
|
|
|
|
|
Investments
|
|
|
Securities
|
|
|
Investments
|
|
|
Total
|
|
|
Level 3 investments as of January 1, 2008
|
|
$
|
1,051
|
|
|
$
|
|
|
|
$
|
75,300
|
|
|
$
|
76,351
|
|
Net purchases (sales and distributions)
|
|
|
|
|
|
|
|
|
|
|
55,461
|
|
|
|
55,461
|
|
Total realized and unrealized losses
|
|
|
|
|
|
|
|
|
|
|
(25,370
|
)
|
|
|
(25,370
|
)
|
Net transfers in and/or (out) of Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 investments as of March 31, 2008
|
|
$
|
1,051
|
|
|
$
|
|
|
|
$
|
105,391
|
|
|
$
|
106,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total losses for the period included in earnings
attributable to the fair value of changes in assets still held
at the reporting date was $26.5 million.
On February 18, 2008, the Company fully repaid the
outstanding principal and accrued interest on the loans used to
partially finance the acquisitions of Cavell Holdings Limited
(U.K.), Marlon Insurance Company Limited and Marlon Management
Services Limited totaling $40.5 million.
In February 2008, a wholly-owned subsidiary of the Company,
Cumberland Holdings Limited (Cumberland), entered
into a term facility agreement jointly with a London-based bank
and a German bank (the Cumberland Facility). On
March 4, 2008, the Company drew down AU$215.0 million
(approximately $197.5 million) from the Facility A
Commitment (Facility A) and AU$86.0 million
(approximately $79.0 million) from the Facility B
Commitment (Facility B) to partially fund the
Gordian acquisition.
|
|
|
|
|
The interest rate on the Facility A is LIBOR plus 2%. Facility A
is repayable in five years and is secured by a first charge over
Cumberlands shares in Gordian. Facility A contains various
financial and business covenants, including limitations on liens
on the stock of restricted subsidiaries, restrictions as to the
disposition of the stock of restricted subsidiaries and
limitations on mergers and consolidations. As of March 31,
2008, all of the financial covenants relating to Facility A were
met.
|
|
|
|
|
|
The interest rate on Facility B is LIBOR plus 2.75%. Facility B
is repayable in six years and is secured by a first charge over
Cumberlands shares in Gordian. Facility B contains various
financial and business covenants, including limitations on liens
on the stock of restricted subsidiaries, restrictions as to the
disposition of the stock of restricted subsidiaries and
limitations on mergers and consolidations. As of March 31,
2008, all of the financial covenants relating to Facility B were
met.
|
In February 2008, a wholly-owned subsidiary of the Company,
Rombalds Limited (Rombalds), entered into a term
facility agreement with a London-based bank (the Rombalds
Facility). On February 28, 2008, the Company drew
down $32.5 million from the Rombalds Facility to partially
fund the acquisition of Guildhall. The interest rate on the
Rombalds Facility is LIBOR plus 2%. The facility is repayable in
five years and is secured by a first charge over Rombalds shares
in Guildhall. The Rombalds Facility contains various financial
and business covenants, including limitations on liens on the
stock of restricted subsidiaries, restrictions as to the
disposition of the stock of restricted subsidiaries and
limitations on mergers and consolidations. As of March 31,
2008, all of the financial covenants relating to the Rombalds
Facility were met.
F-56
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
5.
|
LOANS
PAYABLE (contd)
|
On May 6, 2008, the Company fully repaid outstanding
principal and accrued interest on the loan used to partially
finance the acquisition of Brampton Insurance Company Limited
totaling $19.9 million.
Our share-based compensation plans provide for the grant of
various awards to our employees and to members of the Board of
Directors. These are described in Note 12 to the Consolidated
Financial Statements contained in our Annual Report on
Form 10-K
for the year ended December 31, 2007. The information below
includes both the employee and director components of our
share-based compensation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average Fair
|
|
|
|
|
|
|
Value of
|
|
|
|
Number of
|
|
|
the Award
|
|
|
|
Shares
|
|
|
per Share
|
|
|
Nonvested January 1, 2008
|
|
|
25,862
|
|
|
$
|
122.42
|
|
Granted
|
|
|
27,140
|
|
|
|
95.45
|
|
Vested
|
|
|
(27,140
|
)
|
|
|
95.45
|
|
|
|
|
|
|
|
|
|
|
Nonvested March 31, 2008
|
|
|
25,862
|
|
|
|
111.27
|
|
|
|
|
|
|
|
|
|
|
i) 2004
- 2005 employee share plan
Compensation costs of $0.2 million and $1.7 million
relating to the issuance of share-awards to employees of the
Company in 2004 and 2005 have been recognized in the
Companys statement of earnings for the three months ended
March 31, 2008 and 2007, respectively.
The determination of the share-award expenses was based on the
fair-market value per common share of EGI as of the grant date
and is recognized over the vesting period.
As of March 31, 2008, total unrecognized compensation costs
related to the non-vested share awards amounted to
$0.4 million. These costs are expected to be recognized
over a weighted average period of 0.57 years.
ii) 2006-2010
Annual Incentive Plan and 2006 Equity Incentive Plan
For the three months ended March 31, 2008 and 2007, 27,140
and 38,387 shares were awarded to directors, officers and
employees under the 2006 Equity Incentive Plan. The total value
of the award for the three months ended March 31, 2008 was
$2.6 million and was charged against the
2006-2010
Annual Incentive Plan accrual established for the year ended
December 31, 2007. The total value of the award for the
three months ended March 31, 2007 was $3.8 million of
which $0.5 million was charged as an expense for the three
months ended March 31, 2007 and $3.3 million was
charged against the
2006-2010
Annual Incentive Plan accrual established for the year ended
December 31, 2006.
The accrued expense relating to the
2006-2010
Annual Incentive Plan for the three months ended March 31,
2008 and 2007 was $2.1 million and $2.4 million,
respectively.
F-57
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
6.
|
EMPLOYEE
BENEFITS (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Intrinsic
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Value of
|
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Outstanding January 1, 2008
|
|
|
490,371
|
|
|
$
|
25.40
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding March 31, 2008
|
|
|
490,371
|
|
|
$
|
25.40
|
|
|
$
|
42,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding and exercisable as of March 31,
2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
Remaining
|
|
Ranges of Exercise Prices
|
|
Options
|
|
|
Exercise Price
|
|
|
Contractual Life
|
|
|
$10 - 20
|
|
|
323,645
|
|
|
$
|
17.20
|
|
|
|
2.9 years
|
|
$40 - 60
|
|
|
166,726
|
|
|
|
41.32
|
|
|
|
5.4 years
|
|
|
|
(c)
|
Deferred
Compensation and Stock Plan for Non-Employee
Directors
|
EGI, prior to its merger with a subsidiary of the Company (the
Merger), had in place a Deferred Compensation and
Stock Plan for Non-Employee Directors which permitted
non-employee directors to receive all or a portion of their
retainer and meeting fees in common stock and to defer all or a
portion of their retainer and meeting fees in stock units. Upon
completion of the Merger, each stock unit was converted from a
right to receive a share of EGI common stock into a right to
receive an Enstar Group Limited ordinary share. No additional
amounts will be deferred under the plan.
On June 5, 2007, the Compensation Committee of the board of
directors of the Company approved the Enstar Group Limited
Deferred Compensation and Ordinary Share Plan for Non-Employee
Directors (the EGL Deferred Compensation Plan)
The EGL Deferred Compensation Plan became effective immediately.
The EGL Deferred Compensation Plan provides each member of the
Companys board of directors who is not an officer or
employee of the Company or any of its subsidiaries (each, a
Non-Employee Director) with the opportunity to elect
(i) to receive all or a portion of his or her compensation
for services as a director in the form of the Companys
ordinary shares instead of cash and (ii) to defer receipt
of all or a portion of such compensation until retirement or
termination.
Non-Employee Directors electing to receive compensation in the
form of ordinary shares will receive whole ordinary shares (with
any fractional shares payable in cash) as of the date
compensation would otherwise have been payable. Non-Employee
Directors electing to defer compensation will have such
compensation converted into share units payable as a lump sum
distribution after the directors separation from
service as defined under Section 409A of the Internal
Revenue Code of 1986, as amended. The lump sum share unit
distribution will be made in the form of ordinary shares, with
fractional shares paid in cash.
For the three months ended March 31, 2008 and 2007, 994 and
Nil shares were issued to Non-Employee Directors under the plan.
F-58
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
The following table sets forth the comparison of basic and
diluted earnings per share for the three-month periods ended
March 31, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Net loss before extraordinary gain
|
|
$
|
(23,509
|
)
|
|
$
|
(2,309
|
)
|
Weighted average shares outstanding basic and diluted
|
|
|
11,927,542
|
|
|
|
11,160,448
|
|
|
|
|
|
|
|
|
|
|
Loss per share before extraordinary gain basic and
diluted
|
|
$
|
(1.97
|
)
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
|
The following securities have not been included in the
computation of diluted earnings per share because to do so would
have been anti-dilutive for the periods presented.
|
|
|
|
|
|
|
|
|
Share Equivalents:
|
|
2008
|
|
|
2007
|
|
|
Unvested shares
|
|
$
|
25,862
|
|
|
$
|
92,293
|
|
Restricted share units
|
|
|
2,141
|
|
|
|
|
|
Options
|
|
|
262,440
|
|
|
|
172,975
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
290,443
|
|
|
$
|
265,268
|
|
|
|
|
|
|
|
|
|
|
The Company amended its earnings per share calculation for 2007
to reflect the anti-dilutive nature of unvested shares and
options.
The weighted average ordinary shares outstanding shown for the
three months ended March 31, 2007 reflect the conversion of
Class A, B, C and D shares to ordinary shares on
January 31, 2007, as part of the recapitalization completed
in connection with the Merger, as if the conversion occurred on
January 1, 2007. For the three months ended March 31,
2007, the ordinary shares issued to acquire EGI are reflected in
the calculation of the weighted average ordinary shares
outstanding from January 31, 2007, the date of issue.
|
|
8.
|
COMMITMENTS
AND CONTINGENCIES
|
On March 28, 2008, the Company committed to subscribe for
its pro-rata share of the rights offering in New NIB Partners
L.P. (New NIB). Our total commitment was
5.0 million (approximately $7.9 million) and was
paid to New NIB on April 11, 2008.
As at March 31, 2008, the Company has guaranteed the
obligations of two of its subsidiaries in respect of letter of
credit issued on their behalf by London-based banks in the
amount of £19.5 million (approximately
$38.7 million) in respect of capital commitments to Lloyds
Syndicate 2008 and insurance contract requirements of one of the
subsidiaries. The guarantees will be triggered should losses
incurred by the subsidiaries exceed available cash on hand
resulting in the letters of credit being drawn. As at
March 31, 2008, the Company has not recorded any
liabilities associated with the guarantees.
F-59
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
9.
|
RELATED
PARTY TRANSACTIONS
|
The Company has entered into certain transactions with companies
and partnerships that are affiliated with J. Christopher
Flowers and John J. Oros. Messrs Flowers and Oros are members of
the Companys board of directors and Mr. Flowers is
one of the largest shareholders of Enstar.
|
|
|
|
|
During the quarter, the Company funded an additional
$24.4 million of its outstanding capital commitment to
entities affiliated with Messrs. Flowers and Oros. The
Company had, as of March 31, 2008 and December 31,
2007, investments in entities affiliated with Mr. Flowers
with a total value of $65.0 million and $71.6 million,
respectively, and outstanding commitments to entities managed by
Mr. Flowers, for the same periods, of $57.6 million
and $76.3 million, respectively. The Companys
outstanding commitments may be drawn down over approximately the
next six years.
|
|
|
|
In February 2008, the Flowers Fund funded its commitment of
approximately $70.9 million for its share of the economic
interest in each of the Gordian, Guildhall and Shelbourne
transactions.
|
|
|
|
In February 2008, the Company entered into an
AU$301.0 million (approximately $276.5 million) joint
loan facility with an Australian and German bank in which each
bank has 50% participation. The Flowers Fund is a significant
shareholder of the German bank.
|
|
|
|
In March 2008, the Company provided an additional capital
commitment of approximately $7.9 million in respect of an
entity affiliated with Mr. Flowers in which the Company
currently invests. The commitment was funded by the Company on
April 11, 2008.
|
For related party investments associated with
Messrs. Flowers and Oros, as at March 31 2008, these
investments accounted for 92.5% of the total unfunded capital
commitments of the Company, 61.7% of the total amount of
investments classified as Other Investments by the Company and
99.7% of the total write-downs in the quarter by the Company.
The determination of reportable segments is based on how senior
management monitors the Companys operations. The Company
measures the results of its operations under two major business
categories: reinsurance and consulting.
Consulting fees for the reinsurance segment are intercompany
fees paid to the consulting segment. Salary and benefits for the
reinsurance segment relate to the discretionary bonus expense on
the net income after taxes of the reinsurance segment.
F-60
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
|
|
10.
|
SEGMENT
INFORMATION (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2008
|
|
|
|
Reinsurance
|
|
|
Consulting
|
|
|
Total
|
|
|
Consulting fees
|
|
$
|
(7,248
|
)
|
|
$
|
13,303
|
|
|
$
|
6,055
|
|
Net investment income (loss)
|
|
|
5,498
|
|
|
|
(4,908
|
)
|
|
|
590
|
|
Net realized loss
|
|
|
(1,084
|
)
|
|
|
|
|
|
|
(1,084
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,834
|
)
|
|
|
8,395
|
|
|
|
5,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in loss and loss adjustment expense liabilities
|
|
|
685
|
|
|
|
|
|
|
|
685
|
|
Salaries and benefits
|
|
|
2,062
|
|
|
|
9,295
|
|
|
|
11,357
|
|
General and administrative expenses
|
|
|
8,289
|
|
|
|
3,622
|
|
|
|
11,911
|
|
Interest expense
|
|
|
3,315
|
|
|
|
|
|
|
|
3,315
|
|
Net foreign exchange gain
|
|
|
(963
|
)
|
|
|
(372
|
)
|
|
|
(1,335
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,388
|
|
|
|
12,545
|
|
|
|
25,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes and minority interest
|
|
|
(16,222
|
)
|
|
|
(4,150
|
)
|
|
|
(20,372
|
)
|
Income taxes
|
|
|
(1,561
|
)
|
|
|
1,800
|
|
|
|
239
|
|
Minority interest
|
|
|
(3,376
|
)
|
|
|
|
|
|
|
(3,376
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before extraordinary gain
|
|
|
(21,159
|
)
|
|
|
(2,350
|
)
|
|
|
(23,509
|
)
|
Extraordinary gain
|
|
|
35,196
|
|
|
|
|
|
|
|
35,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
14,037
|
|
|
$
|
(2,350
|
)
|
|
$
|
11,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2007
|
|
|
|
Reinsurance
|
|
|
Consulting
|
|
|
Total
|
|
|
Consulting fees
|
|
$
|
(6,198
|
)
|
|
$
|
10,859
|
|
|
$
|
4,661
|
|
Net investment income
|
|
|
19,245
|
|
|
|
693
|
|
|
|
19,938
|
|
Net realized gains
|
|
|
571
|
|
|
|
|
|
|
|
571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,618
|
|
|
|
11,552
|
|
|
|
25,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in loss and loss adjustment expense liabilities
|
|
|
2,510
|
|
|
|
|
|
|
|
2,510
|
|
Salaries and benefits
|
|
|
2,864
|
|
|
|
9,938
|
|
|
|
12,802
|
|
General and administrative expenses
|
|
|
2,305
|
|
|
|
3,368
|
|
|
|
5,673
|
|
Interest expense
|
|
|
3,176
|
|
|
|
|
|
|
|
3,176
|
|
Net foreign exchange loss
|
|
|
7
|
|
|
|
47
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,862
|
|
|
|
13,353
|
|
|
|
24,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes and minority interest
|
|
|
2,756
|
|
|
|
(1,801
|
)
|
|
|
955
|
|
Income taxes
|
|
|
(108
|
)
|
|
|
(908
|
)
|
|
|
(1,016
|
)
|
Minority interest
|
|
|
(2,248
|
)
|
|
|
|
|
|
|
(2,248
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) before extraordinary gain
|
|
|
400
|
|
|
|
(2,709
|
)
|
|
|
(2,309
|
)
|
Extraordinary gain
|
|
|
15,683
|
|
|
|
|
|
|
|
15,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
16,083
|
|
|
$
|
(2,709
|
)
|
|
$
|
13,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-61
ENSTAR
GROUP LIMITED
NOTES TO
THE UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Subsequent to the issuance of the Companys March 31,
2008 unaudited condensed consolidated financial statements, the
Companys management identified an error in
Note 2 Acquisitions in relation to total
expenses for Gordian for the
three-month
period ended March 31, 2008, included in the calculation of
the proforma condensed combined income statement for the
three-month
period ended March 31, 2008. As a result, the
March 31, 2008 proforma condensed combined income statement
shown in Note 2 has been restated to correct the error. The
tables below summarize the effects of the restatement.
As previously reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar
|
|
|
|
Enstar
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
Group
|
|
|
|
|
|
Proforma
|
|
|
Limited
|
|
Three Months Ended March 31, 2008:
|
|
Limited
|
|
|
Gordian
|
|
|
Adjustment
|
|
|
Proforma
|
|
|
Total income
|
|
$
|
(1,748
|
)
|
|
$
|
14,082
|
|
|
$
|
(5,194
|
)
|
|
$
|
7,140
|
|
Total expenses
|
|
|
(26,262
|
)
|
|
|
(8,854
|
)
|
|
|
(7,619
|
)
|
|
|
(42,735
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) before extraordinary gain
|
|
|
(28,010
|
)
|
|
|
5,228
|
|
|
|
(12,813
|
)
|
|
|
(35,595
|
)
|
Extraordinary gain
|
|
|
35,196
|
|
|
|
|
|
|
|
|
|
|
|
35,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
7,186
|
|
|
$
|
5,228
|
|
|
$
|
(12,813
|
)
|
|
$
|
(399
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) per ordinary share before extraordinary
gain basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(2.98
|
)
|
Extraordinary gain basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) per ordinary share basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,927,542
|
|
As restated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enstar
|
|
|
|
Enstar
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
Group
|
|
|
|
|
|
Proforma
|
|
|
Limited
|
|
Three Months Ended March 31, 2008:
|
|
Limited
|
|
|
Gordian
|
|
|
Adjustment
|
|
|
Proforma
|
|
|
Total income
|
|
$
|
(1,748
|
)
|
|
$
|
14,082
|
|
|
$
|
(5,194
|
)
|
|
$
|
7,140
|
|
Total expenses
|
|
|
(26,262
|
)
|
|
|
15,860
|
|
|
|
(7,619
|
)
|
|
|
(18,021
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) before extraordinary gain
|
|
|
(28,010
|
)
|
|
|
29,942
|
|
|
|
(12,813
|
)
|
|
|
(10,881
|
)
|
Extraordinary gain
|
|
|
35,196
|
|
|
|
|
|
|
|
|
|
|
|
35,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$
|
7,186
|
|
|
$
|
29,942
|
|
|
$
|
(12,813
|
)
|
|
$
|
24,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) per ordinary share before extraordinary
gain basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.91
|
)
|
Extraordinary gain basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per ordinary share basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,927,542
|
|
F-62
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of Enstar Group Limited
We have reviewed the accompanying condensed consolidated balance
sheet of Enstar Group Limited and subsidiaries (the
Company) as of March 31, 2008, and the related
condensed consolidated statements of earnings and comprehensive
income, changes in shareholders equity and cash flows for
the three-month periods ended March 31, 2008 and 2007.
These interim financial statements are the responsibility of the
Companys management.
We conducted our review in accordance with standards of the
Public Company Accounting Oversight Board (United States). A
review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in
accordance with standards of the Public Company Accounting
Oversight Board (United States), the objective of which is the
expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to such condensed consolidated
interim financial statements for them to be in conformity with
accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheet of Enstar Group Limited and
subsidiaries as of December 31, 2007 and the related
consolidated statements of earnings, comprehensive income,
changes in shareholders equity, and cash flows for the
year then ended; and in our report dated February 29, 2008,
we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of
December 31, 2007 is fairly stated, in all material
respects, in relation to the consolidated balance sheet from
which it has been derived.
As discussed in Note 11, the unaudited condensed
consolidated financial statements have been restated.
Hamilton, Bermuda
May 12, 2008 (June 5, 2008 as to the effects of the
restatement discussed in Note 11)
F-63
2,583,900
Ordinary Shares
PROSPECTUS
Fox-Pitt Kelton Cochran Caronia
Waller
Dowling & Partners
Securities
, 2008
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
|
Item 14.
|
Other
Expenses of Issuance and Distribution.
|
We have agreed to bear certain of the selling shareholders
expenses in connection with the offering, although the selling
shareholders will pay any applicable underwriting discounts,
commissions and expenses. Below is an itemization of all
expenses (subject to future contingencies) we incurred or are
expected to incur in connection with the issuance and
distribution of the shares being offered hereby (other than
underwriting discounts and commissions). Other than the SEC
Registration Fee, all amounts are estimated.
|
|
|
|
|
SEC Registration Fee
|
|
$
|
12,203
|
|
FINRA Filing Fee
|
|
|
31,550
|
|
Accounting Fees and Expenses
|
|
|
|
|
Legal Fees and Expenses
|
|
|
|
|
Printing and Engraving Expenses
|
|
|
|
|
Transfer Agent and Registrar Fees and Expenses
|
|
|
|
|
Miscellaneous
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
|
|
|
|
|
|
Item 15.
|
Indemnification
of Directors and Officers.
|
From and after the effective time of our merger with The Enstar
Group, Inc., we agreed to indemnify and hold harmless all past
and present directors, officers, employees and agents of The
Enstar Group, Inc. and its subsidiaries before the consummation
of the merger for losses in connection with any action arising
out of or pertaining to acts or omissions, or alleged acts or
omissions, by them in their capacities as such at or before the
effective time of the merger.
We will indemnify or advance expenses to such persons to the
same extent such persons were indemnified or had the right to
advancement of expenses under The Enstar Group, Inc.s
articles of incorporation, bylaws and indemnification
agreements, if any, as these documents existed on the date of
the merger, and to the fullest extent permitted by law. We also
have agreed that to the extent permitted by law, and for a
period of six years after the effective time of the merger, the
provisions that were contained in the articles of incorporation
and bylaws of The Enstar Group, Inc. at the time of the merger
regarding elimination of liability of directors, indemnification
of officers, directors and employees and advancement of expenses
will (i) be included and caused to be maintained in effect
in our memorandum of association and amended and restated
bye-laws and (ii) be included and caused to be maintained
in effect in Enstar USA, Inc.s articles of incorporation
and bylaws.
In addition, we have agreed that Enstar USA, Inc. will cause to
be maintained, for a period of six years after the consummation
of the merger, the policies of directors and
officers liability insurance and fiduciary liability
insurance that were maintained by The Enstar Group, Inc. at the
time of the merger with respect to claims arising from facts or
events that occurred at or before the effective time of the
merger. We may substitute policies of at least the same coverage
and amounts containing terms and conditions which are, in the
aggregate, no less advantageous to the insured. Such substitute
policies must be issued by insurance companies having the same
or better ratings and levels of creditworthiness as the
insurance companies that have issued the current policies.
Under the Bermuda Companies Act, no indemnification may be
provided if the individual is fraudulent or dishonest in the
performance of his or her duties to the Registrant (unless a
court determines otherwise).
Our amended and restated bye-laws provide that all of our
directors and officers will be indemnified and held harmless out
of the assets of the Registrant from and against all losses
incurred by such persons in connection with the execution of
their duties as directors and officers, except that such
indemnity will not extend to any matter in which such person is
found, in a final judgment or decree not subject to appeal, to
have committed fraud or dishonesty. In addition, our amended and
restated bye-laws provide that each shareholder waives any
claim, whether individually or on behalf of the Registrant,
against any director or officer on account of any action taken
by such director or officer, or the failure of such director or
officer to take any action in the performance of his duties
II-1
with or for the Registrant or any subsidiary thereof, provided
that such waiver shall not extend to any matter in respect of
any fraud or dishonesty which may attach to such director or
officer.
Our bye-laws do not eliminate our directors fiduciary
duties. The limitation on liability and the waiver of claims of
our shareholders may, however, discourage or deter shareholders
or management from bringing a lawsuit against directors for a
breach of their fiduciary duties, even though such an action, if
successful, might otherwise have benefited us and our
shareholders. This provision should not affect the availability
of equitable remedies such as injunction or rescission based
upon a directors breach of his or her fiduciary duties.
We also have entered into indemnification agreements with
certain of our directors and officers, which provide, among
other things, that we will, to the extent permitted by
applicable law, indemnify and hold harmless each indemnitee if,
by reason of such indemnitees status as one of our
directors or officers, such indemnitee was, is or threatened to
be made a party or participant in any threatened, pending or
completed proceeding, whether of a civil, criminal,
administrative, regulatory or investigative nature, against all
judgments, fines, penalties, excise taxes, interest and amounts
paid in settlement and incurred by such indemnitee in connection
with such proceeding. In addition, each indemnification
agreement provides for the advancement of expenses incurred by
the indemnitee in connection with any proceeding covered by the
agreement, subject to certain exceptions. None of the
indemnification agreements precludes any other rights to
indemnification or advancement of expenses to which the
indemnitee may be entitled, including but not limited to, any
rights arising under our governing documents, or any other
agreement, any vote of our shareholders or any applicable law.
The exhibits to this registration statement are listed in the
Exhibit Index to this registration statement, which
Exhibit Index is hereby incorporated by reference.
Enstar Group Limited hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrants annual report pursuant to
section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to
section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
Enstar Group Limited hereby further undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Hamilton, Bermuda on June 5, 2008.
ENSTAR GROUP LIMITED
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By:
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/s/ Dominic
F. Silvester
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Dominic F. Silvester
Chief Executive Officer
POWER OF
ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Dominic F. Silvester and Richard J. Harris, and each of
them, his true and lawful attorneys-in-fact and agent with full
power of substitution and
re-substitution,
for him in his name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement
and any additional registration statement pursuant to
Rule 462(b) under the Securities Act of 1933 and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and
agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated and on the date set forth above.
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/s/ Dominic
F. Silvester
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/s/ Richard
J. Harris
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Dominic F. Silvester
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Richard J. Harris
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Chief Executive Officer and Director
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Chief Financial Officer (signing in his capacity as both
principal financial officer and principal accounting officer)
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/s/ Paul
J. OShea
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/s/ John
J. Oros
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Paul J. OShea
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John J. Oros
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Executive Vice President and Director
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Executive Chairman, Director and authorized representative in
the United States
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/s/ J.
Christopher Flowers
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/s/ T.
Whit Armstrong
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J. Christopher Flowers
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T. Whit Armstrong
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Director
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Director
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/s/ T.
Wayne Davis
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/s/ Paul
J. Collins
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T. Wayne Davis
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Paul J. Collins
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Director
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Director
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/s/ Gregory
L. Curl
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/s/ Robert
J. Campbell
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Gregory L. Curl
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Robert J. Campbell
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Director
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Director
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S-1
EXHIBIT INDEX
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Exhibit No.
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Description of Document
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1
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.1*
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Form of Underwriting Agreement relating to the ordinary shares
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4
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.1
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Memorandum of Association of Castlewood Holdings Limited
(incorporated by reference to Exhibit 3.1 to the proxy
statement/prospectus that forms a part of the Registration
Statement on
Form S-4
of the Registrant, as filed with the Securities and Exchange
Commission and declared effective December 15, 2006)
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4
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.2
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Second Amended and Restated Bye-Laws of the Registrant (formerly
Castlewood Holdings Limited) (incorporated by reference to
Exhibit 3.1 of the Registrants
Form 8-K12B,
as filed with the Securities and Exchange Commission on
January 31, 2007)
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4
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.3
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Registration Rights Agreement, dated as of January 31,
2007, by and among Castlewood Holdings Limited, Trident II,
L.P., Marsh & McLennan Capital Professionals Fund,
L.P., Marsh & McLennan Employees Securities
Company, L.P., J. Christopher Flowers, Dominic F. Silvester and
other parties thereto set forth on the Schedule of Shareholders
attached thereto (incorporated by reference to Exhibit 10.1
of the Companys
Form 8-K12B,
as filed with the Securities and Exchange Commission on
January 31, 2007)
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5
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.1**
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Form of Opinion of Conyers Dill & Pearman, Bermuda
counsel, regarding legality of securities
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10
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.1**
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Form of Director Indemnification Agreement
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15
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.1**
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Deloitte & Touche Letter Regarding Unaudited Financial
Information
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23
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.1**
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Consent of Deloitte & Touche (for Enstar Group Limited)
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23
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.2**
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Consent of Ernst & Young for Church Bay Limited
(formerly AMPG (1992) Limited)
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23
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.3**
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Consent of Ernst & Young for Gordian Runoff Limited
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23
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.4**
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Consent of Ernst & Young for TGI Australia Limited
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23
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.5**
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Consent of Ernst & Young for Harrington Sound Limited
(formerly AMP General Insurance Limited)
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23
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.6**
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Consent of Ernst & Young for Enstar Australia Limited
(formerly Cobalt Solutions Australia Limited)
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23
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.7**
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Consent of Conyers Dill & Pearman, Bermuda counsel
(included in Exhibit 5.1)
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24
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.1**
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Powers of Attorney (included on signature page)
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* |
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To be filed by amendment |
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** |
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Filed herewith |
E-1