XML 67 R40.htm IDEA: XBRL DOCUMENT

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2019

Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed as of Date of Acquisition

The following table summarizes the fair values of the assets acquired and liabilities assumed in the Morse TEC transaction at the acquisition date, which have all been allocated to the Non-life Run-off segment.



ASSETS
Cash and cash equivalents	$	171,412
Deferred tax assets	140,000
Other assets - insurance balances receivable	371,116
TOTAL ASSETS	682,528
LIABILITIES
Defendant asbestos and environmental liabilities	662,507
Other liabilities	20,021
TOTAL LIABILITIES	$	682,528
NET ASSETS ACQUIRED AT FAIR VALUE	—

Pro Forma Condensed Combined Statement of Earnings

The table below summarizes the results of the Morse TEC operations, which are included in our consolidated statement of earnings from the acquisition date to December 31, 2019:



Net investment income	$	488
General and administrative expenses	(1,459		)
Other expenses	(1,512		)
Net loss	$	(2,483	)

The following unaudited pro forma condensed combined statement of earnings for the years ended December 31, 2019 and 2018 combines our historical consolidated statements of earnings with those of Morse TEC, giving effect to the business combination transaction as if it had occurred on January 1, 2019 and 2018, respectively. The unaudited pro forma financial information presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition of Morse TEC had taken place at the beginning of each period presented, nor is it indicative of future results.



2019	Enstar Group Limited			Morse TEC			Pro Forma Adjustments			Enstar Group Limited - Pro forma
Total income	$	2,629,021		$	76,480		$	(488	)	$	2,705,013
Total expenses	(1,700,802		)	(8,918		)	1,459			(1,708,261		)
Total noncontrolling interest	9,870			—			—			9,870
Net earnings (loss) attributable to Enstar Group Limited	$	938,089		$	67,562		$	971		$	1,006,622



2018	Enstar Group Limited			Morse TEC			Enstar Group Limited - Pro forma
Total income	$	865,682		$	42,766		$	908,448
Total expenses	(1,077,954		)	(30,187		)	(1,108,141		)
Total noncontrolling interest	62,051			—			62,051
Net earnings (loss) attributable to Enstar Group Limited	$	(150,221	)	$	12,579		$	(137,642	)

Summary of Pro Forma Adjustments to Pro Forma Condensed Statement of Earnings

The following table summarizes the pro-forma adjustments in the table above:



Income
(a) Total income for the period subsequent to the acquisition of Morse TEC already included within Enstar's full year results	$	(488	)

Expenses
(a) Total expenses for the period subsequent to the acquisition of Morse TEC already included within Enstar's full year results	$	1,459

Maiden Re

Business Acquisition [Line Items]

Purchase Price and Fair Value of Assets Acquired

The components of the consideration paid to acquire all of the outstanding shares of Maiden Re North America were as follows:



Cash paid	$	286,375
Adjustment for the fair value of preexisting relationships	10,273
Total purchase price	$	296,648
Net assets acquired at fair value (excluding preexisting relationships)	$	296,648
Excess of purchase price over fair value of net assets acquired	$	—

Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed as of Date of Acquisition

The following table summarizes the fair values of the assets acquired and liabilities assumed (excluding preexisting relationships and net of the intercompany cession assumed as part of the transaction) in the Maiden Re North America transaction at the acquisition date, which have all been allocated to the Non-life Run-off segment.



ASSETS
Fixed maturities, trading, at fair value	$	1,098,593
Short-term investments, trading, at fair value	3,508
Total investments	1,102,101
Cash and cash equivalents	12,035
Restricted cash and cash equivalents	26,871
Premiums receivable	138,378
Prepaid reinsurance premiums	3,257
Reinsurance balances recoverable	87,018
Other assets	96,669
TOTAL ASSETS	$	1,466,329
LIABILITIES
Losses and LAE	$	1,027,367
Unearned premiums	85,696
Other liabilities	56,618
TOTAL LIABILITIES	1,169,681
NET ASSETS ACQUIRED AT FAIR VALUE	$	296,648

Pro Forma Condensed Combined Statement of Earnings

The table below summarizes the results of the Maiden Re North America operations, which are included in our consolidated statement of earnings from the acquisition date to December 31, 2018:



Net investment income	$	675
Net unrealized gains	3,749
General and administrative expenses	(435		)
Net earnings	$	3,989

KaylaRe

Business Acquisition [Line Items]

Purchase Price and Fair Value of Assets Acquired

The components of the consideration paid to acquire all of the outstanding shares and warrants of KaylaRe were as follows:



Fair value of Enstar ordinary shares issued	$	414,750
Fair value of previously held equity method investment	336,137
Adjustment for the fair value of preexisting relationships	37,169
Total purchase price	$	788,056
Net assets acquired at fair value (excluding preexisting relationships)	$	746,320
Excess of purchase price over fair value of net assets acquired	$	41,736



Number of Enstar ordinary shares issued	2,007,017
Closing price of Enstar voting ordinary shares as of May 14, 2018	$	206.65
Fair value of Enstar ordinary shares issued to shareholders of KaylaRe	$	414,750



Carrying value of previously held equity method investment prior to the close of the transaction	$	320,130
Price-to-book multiple	1.05
Fair value of previously held equity method investment prior to the close of the transaction	$	336,137

Gain recognized on remeasurement of previously held equity method investment to fair value	$	16,007

Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed as of Date of Acquisition

The following table summarizes the fair values of the assets acquired and liabilities assumed (excluding preexisting relationships) in the KaylaRe transaction at the acquisition date, which have all been allocated to the Non-life Run-off segment.



ASSETS
Fixed maturities, trading, at fair value	$	126,393
Other investments, at fair value	626,476
Total investments	752,869
Cash and cash equivalents	5,657
Premiums receivable	10,965
Deferred acquisition costs	275
Other assets	614
TOTAL ASSETS	$	770,380
LIABILITIES
Losses and LAE	$	4,059
Unearned premiums	10,984
Insurance and reinsurance balances payable	13
Other liabilities	9,004
TOTAL LIABILITIES	24,060
NET ASSETS ACQUIRED AT FAIR VALUE	$	746,320

As a result of effectively settling all the contractual preexisting relationships with KaylaRe, the Company recognized a loss of $15.6 million, which was recorded in other income (loss) in the three and six months ended June 30, 2018, as summarized below:



ASSETS	Carrying value			Fair value			Loss on deemed settlement
Funds held by reinsured companies	$	386,793		$	386,793		$	—
Deferred acquisition costs/Value of business acquired	33,549			40,268			6,719
TOTAL ASSETS	420,342			427,061			6,719
LIABILITIES
Losses and LAE	339,747			333,205			(6,542		)
Unearned premiums	105,602			105,602			—
Insurance and reinsurance balances payable	25,897			23,559			(2,338		)
Other liabilities	1,864			1,864			—
TOTAL LIABILITIES	473,110			464,230			(8,880		)
NET ASSETS (LIABILITIES)	$	(52,768	)	$	(37,169	)	$	15,599

Pro Forma Condensed Combined Statement of Earnings

The table below summarizes the results of the KaylaRe operations, which are included in our consolidated statement of earnings from the acquisition date to December 31, 2018:



Premiums earned	$	13,627
Incurred losses and LAE	(12,364		)
Acquisition costs	(341		)
Underwriting income	922
Net investment income	3,096
Net unrealized gains	(47,769		)
General and administrative expenses	(2,164		)
Net loss	$	(45,915	)