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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2024
OR
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For transition period from to
Commission File Number 001-40399
Enact Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 46-1579166 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
8325 Six Forks Road
Raleigh, North Carolina 27615
(919) 846-4100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | ACT | | The Nasdaq Stock Market |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | ☒ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
As of April 30, 2024, there were 157,292,326 shares of Common Stock, par value $0.01 per share, outstanding.
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements may address, among other things, our expected financial and operational results, the related assumptions underlying our expected results and the quotations of management. These forward-looking statements are distinguished by use of words such as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” or “intend,” the negative of these terms and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. Our forward-looking statements contained herein speak only as of the date of this quarterly report.
Although Enact Holdings, Inc. (the “Company”) believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be achieved and it undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law. Factors or events that we cannot predict, including the following, may cause our actual results to differ from those expressed in forward-looking statements:
•inability to continue to maintain the private mortgage insurer eligibility requirements (“PMIERs”) or any other restrictions imposed on us by the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), government-sponsored enterprises collectively referred to as the “GSEs”;
•deterioration in economic conditions or a decline in home prices, including a severe recession;
•uncertainty around the time loans remain in our delinquent inventory including effects of forbearance programs and foreclosure timing;
•uncertainty of our loss reserve estimates or inaccuracies in our models;
•competition for our customers or the loss of a significant customer;
•changes to the charters or practices of the GSEs, including actions or decisions to decrease or discontinue the use of mortgage insurance;
•lenders or investors seeking alternatives to private mortgage insurance;
•failure of our risk management or loss mitigation strategies;
•risks related to emerging and changing technologies, including artificial intelligence;
•fluctuations and continued increases in interest rates;
•limited availability of capital and the need to seek additional capital on unfavorable terms;
•limited availability of reinsurance;
•adverse actions by rating agencies;
•competition with government-owned enterprises and GSEs;
•failure to manage the risk in our investment portfolio;
•disruption in the servicing of mortgages covered by our insurance policies or poor servicer performance;
•unanticipated claims arising under and risks associated with our delegated underwriting program or contract underwriting program;
•inadequacy of the premiums we charge to compensate for the losses we incur;
•decrease in the volume of Low-Down Payment Loan originations;
•failure to protect our confidential customer information;
•adverse changes in regulatory requirements;
•inability to maintain sufficient regulatory capital;
•risks relating to our continuing relationship with Genworth;
•changes in tax laws;
•litigation, regulatory investigations or other actions;
•inability to attract and retain key employees;
•failure or any compromise of the security of our computer systems, disaster recovery systems, business continuity plans and failures to safeguard or breaches of confidential information; and
•occurrence of natural or man-made disasters or public health emergencies, including pandemics and disasters caused or exacerbated by climate change.
We provide additional information regarding these and other risks and uncertainties in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2024. In addition, unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We therefore caution you against relying on any forward-looking statements.
Part I. Financial Information
Item 1. Financial Statements
ENACT HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
(Amounts in thousands, except par value amount) | (Unaudited) | | |
Assets | | | |
| | | |
Fixed maturity securities available-for-sale, at fair value (amortized cost of $5,653,873 and $5,559,886 as of March 31, 2024, and December 31, 2023, respectively) | $ | 5,351,138 | | | $ | 5,266,141 | |
Short-term investments, at fair value | 9,963 | | | 20,219 | |
Total investments | 5,361,101 | | | 5,286,360 | |
Cash and cash equivalents | 614,330 | | | 615,683 | |
Accrued investment income | 43,450 | | | 41,559 | |
Deferred acquisition costs | 24,861 | | | 25,006 | |
Premiums receivable | 43,927 | | | 45,070 | |
Other assets | 126,644 | | | 88,306 | |
Deferred tax asset | 89,370 | | | 88,489 | |
Total assets | $ | 6,303,683 | | | $ | 6,190,473 | |
Liabilities and equity | | | |
Liabilities: | | | |
Loss reserves | $ | 531,443 | | | $ | 518,191 | |
Unearned premiums | 138,886 | | | 149,330 | |
Other liabilities | 173,500 | | | 145,189 | |
Long-term borrowings | 746,090 | | | 745,416 | |
| | | |
Total liabilities | 1,589,919 | | | 1,558,126 | |
Equity: | | | |
Common stock ($0.01 par value; 600,000 shares authorized; 157,704 shares issued and outstanding as of March 31, 2024, and 159,344 shares issued and outstanding as of December 31, 2023) | 1,577 | | | 1,593 | |
Additional paid-in capital | 2,264,198 | | | 2,310,891 | |
Accumulated other comprehensive income | (237,477) | | | (230,400) | |
Retained earnings | 2,685,466 | | | 2,550,263 | |
Total equity | 4,713,764 | | | 4,632,347 | |
Total liabilities and equity | $ | 6,303,683 | | | $ | 6,190,473 | |
See Notes to Condensed Consolidated Financial Statements
ENACT HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
(Amounts in thousands, except per share amounts) | 2024 | | 2023 | | | | |
Revenues: | | | | | | | |
Premiums | $ | 240,747 | | | $ | 235,108 | | | | | |
Net investment income | 57,111 | | | 45,341 | | | | | |
Net investment gains (losses) | (6,684) | | | (122) | | | | | |
Other income | 402 | | | 612 | | | | | |
Total revenues | 291,576 | | | 280,939 | | | | | |
Losses and expenses: | | | | | | | |
Losses incurred | 19,501 | | | (10,984) | | | | | |
Acquisition and operating expenses, net of deferrals | 50,934 | | | 51,705 | | | | | |
Amortization of deferred acquisition costs and intangibles | 2,259 | | | 2,640 | | | | | |
Interest expense | 12,961 | | | 13,065 | | | | | |
Total losses and expenses | 85,655 | | | 56,426 | | | | | |
Income before income taxes | 205,921 | | | 224,513 | | | | | |
Provision for income taxes | 44,933 | | | 48,525 | | | | | |
Net income | $ | 160,988 | | | $ | 175,988 | | | | | |
| | | | | | | |
Net income per common share: | | | | | | | |
Basic | $ | 1.01 | | | $ | 1.08 | | | | | |
Diluted | $ | 1.01 | | | $ | 1.08 | | | | | |
Weighted average common shares outstanding: | | | | | | | |
Basic | 158,818 | | | 162,442 | | | | | |
Diluted | 160,087 | | | 163,179 | | | | | |
See Notes to Condensed Consolidated Financial Statements
ENACT HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
(Amounts in thousands) | 2024 | | 2023 | | | | |
Net income | $ | 160,988 | | | $ | 175,988 | | | | | |
Other comprehensive income (loss), net of taxes: | | | | | | | |
Net unrealized gains (losses) on securities without an allowance for credit losses | (7,079) | | | 62,510 | | | | | |
| | | | | | | |
Foreign currency translation gain (loss) | 2 | | | (8) | | | | | |
Other comprehensive income (loss) | (7,077) | | | 62,502 | | | | | |
Total comprehensive income (loss) | $ | 153,911 | | | $ | 238,490 | | | | | |
See Notes to Condensed Consolidated Financial Statements
ENACT HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2024 |
(Amounts in thousands) | Common stock | | Additional paid-in capital | | Accumulated other comprehensive income (loss) | | Retained earnings | | Total equity |
Balance as of December 31, 2023 | $ | 1,593 | | | $ | 2,310,891 | | | $ | (230,400) | | | $ | 2,550,263 | | | $ | 4,632,347 | |
| | | | | | | | | |
Comprehensive income (loss): | | | | | | | | | |
Net income | — | | | — | | | — | | | 160,988 | | | 160,988 | |
Other comprehensive income (loss), net of taxes | — | | | — | | | (7,077) | | | — | | | (7,077) | |
| | | | | | | | | |
Repurchase of common stock | (17) | | | (49,707) | | | — | | | — | | | (49,724) | |
Stock-based compensation expense and exercises and other | 1 | | | 3,014 | | | — | | | (328) | | | 2,687 | |
Dividends | — | | | — | | | — | | | (25,457) | | | (25,457) | |
| | | | | | | | | |
Balance as of March 31, 2024 | $ | 1,577 | | | $ | 2,264,198 | | | $ | (237,477) | | | $ | 2,685,466 | | | $ | 4,713,764 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2023 |
(Amounts in thousands) | Common stock | | Additional paid-in capital | | Accumulated other comprehensive income (loss) | | Retained earnings | | Total equity |
Balance as of December 31, 2022 | $ | 1,628 | | | $ | 2,382,068 | | | $ | (382,744) | | | $ | 2,099,956 | | | $ | 4,100,908 | |
| | | | | | | | | |
Comprehensive income (loss): | | | | | | | | | |
Net income | — | | | — | | | — | | | 175,988 | | | 175,988 | |
Other comprehensive income (loss), net of taxes | — | | | — | | | 62,502 | | | — | | | 62,502 | |
| | | | | | | | | |
Repurchase of common stock | (10) | | | (22,190) | | | — | | | — | | | (22,200) | |
Stock-based compensation expense and exercises and other | 1 | | | 2,403 | | | — | | | (225) | | | 2,179 | |
Dividends | — | | | — | | | — | | | (22,756) | | | (22,756) | |
| | | | | | | | | |
Balance as of March 31, 2023 | $ | 1,619 | | | $ | 2,362,281 | | | $ | (320,242) | | | $ | 2,252,963 | | | $ | 4,296,621 | |
| | | | | | | | | |
See Notes to Condensed Consolidated Financial Statements
ENACT HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | |
| Three months ended March 31, |
(Amounts in thousands) | 2024 | | 2023 |
Cash flows from operating activities: | | | |
Net income | $ | 160,988 | | | $ | 175,988 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Net investment (gains) losses | 6,684 | | | 122 | |
Amortization of fixed maturity securities discounts and premiums | (2,437) | | | (657) | |
Amortization of deferred acquisition costs and intangibles | 2,259 | | | 2,640 | |
Acquisition costs deferred | (1,399) | | | (1,546) | |
Deferred income taxes | 1,032 | | | 2,626 | |
Stock-based compensation expense | 3,937 | | | 2,179 | |
Amortization of debt issuance costs | 674 | | | 630 | |
| | | |
Change in certain assets and liabilities: | | | |
Accrued investment income | (1,891) | | | (101) | |
Premiums receivable | 1,143 | | | (267) | |
Other assets | 447 | | | 986 | |
Loss reserves | 13,252 | | | (17,581) | |
Unearned premiums | (10,444) | | | (14,037) | |
Other liabilities | 13,051 | | | (31,643) | |
Net cash provided by operating activities | 187,296 | | | 119,339 | |
Cash flows from investing activities: | | | |
Purchases of fixed maturity securities available-for-sale | (409,240) | | | (121,118) | |
Purchase of equity interest | (5,512) | | | — | |
Proceeds from sales of fixed maturity securities available-for-sale | 190,227 | | | 19,544 | |
Proceeds from maturities of fixed maturity securities available-for-sale | 104,412 | | | 136,776 | |
Net change in short-term investments | 10,254 | | | 863 | |
Other | (3,609) | | | (2,602) | |
Net cash provided by (used in) investing activities | (113,468) | | | 33,463 | |
Cash flows from financing activities: | | | |
| | | |
Repurchase of common stock | (49,724) | | | (22,200) | |
Dividends paid | (25,457) | | | (22,756) | |
Net cash used in financing activities | (75,181) | | | (44,956) | |
| | | |
Net increase (decrease) in cash and cash equivalents | (1,353) | | | 107,846 | |
Cash and cash equivalents at beginning of period | 615,683 | | | 513,775 | |
Cash and cash equivalents at end of period | $ | 614,330 | | | $ | 621,621 | |
| | | |
| | | |
See Notes to Condensed Consolidated Financial Statements
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1)Nature of business, organization structure and basis of presentation
The accompanying unaudited condensed consolidated financial statements include, on a consolidated basis, the accounts of Enact Holdings, Inc. (“EHI,” together with its subsidiaries, the “Company,” “we,” “us” or “our”) (formerly known as Genworth Mortgage Holdings, Inc.). EHI is a subsidiary of Genworth Financial, Inc. (“Genworth”) and has been since EHI’s incorporation in Delaware in 2012. In September 2021, we completed a minority initial public offering (“IPO”) of 18.4% of EHI’s common stock.
We are engaged in the business of writing and assuming residential mortgage guaranty insurance. The insurance protects lenders and investors against certain losses resulting from nonpayment of loans secured by mortgages, deeds of trust, or other instruments constituting a lien on residential real estate. We offer private mortgage insurance products predominantly insuring prime-based, individually underwritten residential mortgage loans (“primary mortgage insurance”). Our primary mortgage insurance enables borrowers to buy homes with a down payment of less than 20% of the home’s value. Primary mortgage insurance also facilitates the sale of these low down payment mortgage loans in the secondary mortgage market, most of which are sold to government sponsored enterprises. We also selectively enter into insurance transactions with lenders and investors, under which we insure a portfolio of loans at or after origination.
We also perform fee-based contract underwriting services for mortgage lenders. The provision of underwriting services by mortgage insurers eliminates the duplicative lender and mortgage insurer underwriting activities and expedites the approval process.
We operate our business through our primary insurance subsidiary, Enact Mortgage Insurance Corporation, (“EMICO”), formerly known as Genworth Mortgage Insurance Corporation, with operations in all 50 states and the District of Columbia. EMICO is an approved insurer by the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Fannie Mae and Freddie Mac are government-sponsored enterprises, and we refer to them collectively as the “GSEs.”
We also offer mortgage-related insurance and reinsurance through our wholly owned Bermuda-based subsidiary, Enact Re Ltd. ("Enact Re"). We contributed $500 million into Enact Re during 2023. As of March 31, 2024, Enact Re reinsured EMICO’s new and existing insurance in-force under quota share reinsurance agreements and invests in new business opportunities for Enact, including assumption of excess of loss reinsurance relating to GSE risk share.
We operate our business in a single segment, which is how our chief operating decision maker (who is our Chief Executive Officer) reviews our financial performance and allocates resources. Our segment includes a run-off insurance block with reference properties in Mexico (“run-off business”), which is immaterial to our condensed consolidated financial statements.
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Preparing financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. These unaudited condensed consolidated financial statements include all adjustments (including normal recurring adjustments) considered necessary by management to present a fair statement of the financial position, results of operations and cash flows for the periods presented. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The unaudited condensed consolidated financial
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
statements included herein should be read in conjunction with the audited consolidated financial statements and related notes for the years ended December 31, 2023 and 2022.
(2)Accounting changes
Accounting Pronouncements Recently Adopted
We have not adopted new accounting pronouncements in 2024.
Accounting Pronouncements Not Yet Adopted
Segment Reporting
In November 2023, the FASB released guidance under ASC 280 related to segment reporting disclosures. The update requires incremental disclosure around significant segment expenses, measures of segment profit or loss used by the chief operating decision maker (“CODM”) and the CODM’s use of these metrics. The guidance also requires segment disclosures for entities with a single reportable segment. This guidance is effective for us for annual reporting periods beginning on January 1, 2024 and interim reporting periods beginning on January 1, 2025 using the retrospective method, with early adoption permitted, which we do not intend to elect. We are currently evaluating the impact the guidance may have on our processes, controls and disclosures.
Income Tax Disclosure
In December 2023, the FASB issued new accounting guidance to improve income tax disclosures. The guidance requires annual disclosure of specific categories in the income tax rate reconciliation, separate disclosure of additional information related to reconciling items that meet a quantitative threshold and additional disclosures about income taxes paid, among other qualitative and quantitative disclosure improvements. This guidance is effective for us for annual reporting periods beginning on January 1, 2025 using the prospective method, with early adoption permitted, which we do not intend to elect. We are currently evaluating the impact the guidance may have on our processes, controls and disclosures.
(3)Investments
Net Investment Income
Sources of net investment income were as follows for the periods indicated:
| | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
(Amounts in thousands) | 2024 | | 2023 | | | | |
Fixed maturity securities available-for-sale | $ | 51,156 | | | $ | 41,375 | | | | | |
Cash, cash equivalents and short-term investments | 7,645 | | | 5,620 | | | | | |
Gross investment income before expenses and fees | 58,801 | | | 46,995 | | | | | |
Investment expenses and fees | (1,690) | | | (1,654) | | | | | |
Net investment income | $ | 57,111 | | | $ | 45,341 | | | | | |
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Net Investment Gains (Losses)
The following table sets forth net investment gains (losses) for the periods indicated:
| | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
(Amounts in thousands) | 2024 | | 2023 | | | | |
Fixed maturity securities available-for-sale: | | | | | | | |
Gross realized gains | $ | 203 | | | $ | — | | | | | |
Gross realized (losses) | (6,876) | | | (122) | | | | | |
Net realized gains (losses) | (6,673) | | | (122) | | | | | |
Net change in allowance for credit losses on commitment | (11) | | | — | | | | | |
| | | | | | | |
Net investment gains (losses) | $ | (6,684) | | | $ | (122) | | | | | |
There was no allowance for credit losses recorded on fixed maturity securities classified as available-for-sale as of March 31, 2024, or December 31, 2023, or activity during the three months ended March 31, 2024.
Unrealized Investment Gains (Losses)
Net unrealized gains and losses on available-for-sale securities reflected as a separate component of accumulated other comprehensive income (“AOCI”) were as follows as of the dates indicated:
| | | | | | | | | | | |
(Amounts in thousands) | March 31, 2024 | | December 31, 2023 |
Net unrealized gains (losses) on investment securities: | | | |
Fixed maturity securities | $ | (302,735) | | | $ | (293,745) | |
Short-term investments | (2) | | | — | |
Unrealized gains (losses) on investment securities | (302,737) | | | (293,745) | |
Income taxes | 65,102 | | | 63,189 | |
Net unrealized investment gains (losses) | $ | (237,635) | | | $ | (230,556) | |
The change in net unrealized gains (losses) on available-for-sale securities reported in accumulated other comprehensive income was as follows as of and for the periods indicated:
| | | | | | | | | | | |
| Three months ended March 31, |
(Amounts in thousands) | 2024 | | 2023 |
Beginning balance | $ | (230,556) | | | $ | (382,896) | |
| | | |
Unrealized gains (losses) arising during the period: | | | |
Unrealized gains (losses) on investment securities | (15,665) | | | 79,366 | |
Provision for income taxes | 3,314 | | | (16,952) | |
Change in unrealized gains (losses) on investment securities | (12,351) | | | 62,414 | |
Reclassification adjustments to net investment (gains) losses, net of taxes of $(1,401) and $(26), respectively | 5,272 | | | 96 | |
Change in net unrealized investment gains (losses) | (7,079) | | | 62,510 | |
Ending balance | $ | (237,635) | | | $ | (320,386) | |
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ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Amounts reclassified out of accumulated other comprehensive income to net investment gains (losses) include realized gains (losses) on sales of securities, which are determined on a specific identification basis.
Fixed Maturity Securities Available-For-Sale
As of March 31, 2024, the amortized cost, gross unrealized gains (losses) and fair value of our investment securities were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Amortized cost | | Gross unrealized gains | | Gross unrealized losses | | | | Fair value |
U.S. government, agencies and GSEs | $ | 252,372 | | | $ | 494 | | | $ | (2,417) | | | | | $ | 250,449 | |
State and political subdivisions | 516,419 | | | 1,975 | | | (75,954) | | | | | 442,440 | |
Non-U.S. government | 12,316 | | | 2 | | | (937) | | | | | 11,381 | |
U.S. corporate | 2,890,784 | | | 12,654 | | | (158,124) | | | | | 2,745,314 | |
Non-U.S. corporate | 723,441 | | | 2,778 | | | (39,582) | | | | | 686,637 | |
Residential mortgage-backed | 9,795 | | | 33 | | | (74) | | | | | 9,754 | |
Other asset-backed | 1,248,746 | | | 3,145 | | | (46,728) | | | | | 1,205,163 | |
Total fixed maturity securities available-for-sale | $ | 5,653,873 | | | $ | 21,081 | | | $ | (323,816) | | | | | $ | 5,351,138 | |
Short-term investments | 9,965 | | | — | | | (2) | | | | | 9,963 | |
Total investments | $ | 5,663,838 | | | $ | 21,081 | | | $ | (323,818) | | | | | $ | 5,361,101 | |
As of December 31, 2023, the amortized cost, gross unrealized gains (losses) and fair value of our investment securities were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Amortized cost | | Gross unrealized gains | | Gross unrealized losses | | | | Fair value |
U.S. government, agencies and GSEs | $ | 194,824 | | | $ | 1,196 | | | $ | (891) | | | | | $ | 195,129 | |
State and political subdivisions | 511,906 | | | 2,091 | | | (75,783) | | | | | 438,214 | |
Non-U.S. government | 12,338 | | | 16 | | | (887) | | | | | 11,467 | |
U.S. corporate | 2,858,445 | | | 19,839 | | | (154,554) | | | | | 2,723,730 | |
Non-U.S. corporate | 725,163 | | | 4,288 | | | (39,788) | | | | | 689,663 | |
Residential mortgage-backed | 10,781 | | | 38 | | | (64) | | | | | 10,755 | |
Other asset-backed | 1,246,429 | | | 2,848 | | | (52,094) | | | | | 1,197,183 | |
Total fixed maturity securities available-for-sale | $ | 5,559,886 | | | $ | 30,316 | | | $ | (324,061) | | | | | $ | 5,266,141 | |
Short-term investments | 20,219 | | | 1 | | | (1) | | | | | 20,219 | |
Total investments | $ | 5,580,105 | | | $ | 30,317 | | | $ | (324,062) | | | | | $ | 5,286,360 | |
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Gross Unrealized Losses and Fair Values of Fixed Maturity Securities Available-For-Sale
The following table presents the gross unrealized losses and fair values of our fixed maturity securities for which an allowance for credit losses has not been recorded, aggregated by investment type and length of time that individual fixed maturity securities have been in a continuous unrealized loss position, as of March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less than 12 months | | 12 months or more | | Total |
(Amounts in thousands) | Fair value | | Gross unrealized losses | | Number of securities | | Fair value | | Gross unrealized losses | | Number of securities | | Fair value | | Gross unrealized losses | | Number of securities |
Fixed maturity securities: | | | | | | | | | | | | | | | | | |
U.S. government, agencies and GSEs | $ | 179,665 | | | $ | (1,597) | | | 33 | | | $ | 27,461 | | | $ | (820) | | | 12 | | | $ | 207,126 | | | $ | (2,417) | | | 45 | |
State and political subdivisions | 2,533 | | | (8) | | | 2 | | | 411,794 | | | (75,946) | | | 86 | | | 414,327 | | | (75,954) | | | 88 | |
Non-U.S. government | — | | | — | | | — | | | 9,489 | | | (937) | | | 1 | | | 9,489 | | | (937) | | | 1 | |
U.S. corporate | 395,722 | | | (6,965) | | | 127 | | | 1,849,056 | | | (151,159) | | | 380 | | | 2,244,778 | | | (158,124) | | | 507 | |
Non-U.S. corporate | 65,803 | | | (391) | | | 24 | | | 491,478 | | | (39,191) | | | 112 | | | 557,281 | | | (39,582) | | | 136 | |
Residential mortgage-backed | — | | | — | | | — | | | 4,391 | | | (74) | | | 4 | | | 4,391 | | | (74) | | | 4 | |
Other asset-backed | 96,404 | | | (393) | | | 40 | | | 706,502 | | | (46,335) | | | 172 | | | 802,906 | | | (46,728) | | | 212 | |
Total for fixed maturity securities in an unrealized loss position | $ | 740,127 | | | $ | (9,354) | | | 226 | | | $ | 3,500,171 | | | $ | (314,462) | | | 767 | | | $ | 4,240,298 | | | $ | (323,816) | | | 993 | |
We did not recognize an allowance for credit losses on securities in an unrealized loss position included in the table above. Based on a qualitative and quantitative review of the issuers of the securities, we believe the unrealized losses are largely due to changes in interest rates and recent market volatility and are not indicative of credit losses. The issuers continue to make timely principal and interest payments.
For all securities in an unrealized loss position without an allowance for credit losses, we expect to recover the amortized cost based on our estimate of the amount and timing of cash flows to be collected. We do not intend to sell, nor do we expect that we will be required to sell these securities prior to recovering our amortized cost.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the gross unrealized losses and fair values of our fixed maturity securities, aggregated by investment type and length of time that individual fixed maturity securities have been in a continuous unrealized loss position, as of December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less than 12 months | | 12 months or more | | Total |
(Amounts in thousands) | Fair value | | Gross unrealized losses | | Number of securities | | Fair value | | Gross unrealized losses | | Number of securities | | Fair value | | Gross unrealized losses | | Number of securities |
Fixed maturity securities: | | | | | | | | | | | | | | | | | |
U.S. government, agencies and GSEs | $ | 6,259 | | | $ | (55) | | | 3 | | | $ | 27,942 | | | $ | (836) | | | 13 | | | $ | 34,201 | | | $ | (891) | | | 16 | |
State and political subdivisions | 1,457 | | | (3) | | | 2 | | | 411,133 | | | (75,780) | | | 85 | | | 412,590 | | | (75,783) | | | 87 | |
Non-U.S. government | — | | | — | | | — | | | 9,575 | | | (887) | | | 1 | | | 9,575 | | | (887) | | | 1 | |
U.S. corporate | 146,268 | | | (4,236) | | | 37 | | | 2,019,843 | | | (150,318) | | | 408 | | | 2,166,111 | | | (154,554) | | | 445 | |
Non-U.S. corporate | 19,369 | | | (102) | | | 5 | | | 521,442 | | | (39,686) | | | 121 | | | 540,811 | | | (39,788) | | | 126 | |
Residential mortgage-backed | 2,060 | | | (2) | | | 1 | | | 5,044 | | | (62) | | | 4 | | | 7,104 | | | (64) | | | 5 | |
Other asset-backed | 102,544 | | | (424) | | | 41 | | | 806,521 | | | (51,670) | | | 192 | | | 909,065 | | | (52,094) | | | 233 | |
Total for fixed maturity securities in an unrealized loss position | $ | 277,957 | | | $ | (4,822) | | | 89 | | | $ | 3,801,500 | | | $ | (319,239) | | | 824 | | | $ | 4,079,457 | | | $ | (324,061) | | | 913 | |
Contractual Maturities of Fixed Maturity Securities Available-For-Sale
The scheduled maturity distribution of fixed maturity securities as of March 31, 2024, is set forth below. Actual maturities may differ from contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.
| | | | | | | | | | | |
(Amounts in thousands) | Amortized cost | | Fair value |
Due one year or less | $ | 451,940 | | | $ | 446,335 | |
Due after one year through five years | 1,953,086 | | | 1,838,150 | |
Due after five years through ten years | 1,770,978 | | | 1,645,235 | |
Due after ten years | 219,328 | | | 206,501 | |
Subtotal | 4,395,332 | | | 4,136,221 | |
Residential mortgage-backed | 9,795 | | | 9,754 | |
Other asset-backed | 1,248,746 | | | 1,205,163 | |
Total fixed maturity securities available-for-sale | $ | 5,653,873 | | | $ | 5,351,138 | |
As of March 31, 2024, securities issued by the finance and insurance, technology and communications, utilities, and consumer—non-cyclical industry groups represented approximately 32%, 12%, 12%, and 11%, respectively, of our domestic and foreign corporate fixed maturity securities portfolio. No other industry group comprised more than 9% of our investment portfolio.
As of March 31, 2024, we did not hold any fixed maturity securities in any single issuer, other than securities issued or guaranteed by the U.S. government, which exceeded 10% of equity.
As of March 31, 2024, and December 31, 2023, $26.3 million and $25.7 million, respectively, of securities in our portfolio were on deposit with various state insurance commissioners in order to comply with relevant insurance regulations.
In connection with its reinsurance activities, the Company is required to maintain assets in trusts for the benefit of its contractual counterparties. The fair value of the assets on deposit in these trusts was $103.7 million as of March 31, 2024, and $77.9 million as of December 31, 2023.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(4)Fair value
Recurring fair value measurements
We hold fixed maturity securities and short-term investments, which are carried at fair value. The fair value of fixed maturity securities and short-term investments are estimated primarily based on information derived from third-party pricing services (“pricing services”), internal models and/or broker quotes, which use a market approach, income approach or a combination of the market and income approach depending on the type of instrument and availability of information. In general, a market approach is utilized if there is readily available and relevant market activity for an individual security. In certain cases where market information is not available for a specific security but is available for similar securities, that security is valued using market information for similar securities, which is also a market approach. When market information is not available for a specific security (or similar securities) or is available but such information is less relevant or reliable, an income approach or a combination of a market and income approach is utilized. For securities with optionality, such as call or prepayment features (including asset-backed securities), an income or combination approach may be used. These valuation techniques may change from period to period, based on the relevance and availability of market data.
Further, while we consider the valuations provided by pricing services and broker quotes to be of high quality, management determines the fair value of our investment securities after considering all relevant and available information.
In general, we first obtain valuations from pricing services. If prices are unavailable for public securities, we obtain broker quotes. For all securities, excluding certain private fixed maturity securities, if neither a pricing service nor broker quotes valuation is available, we determine fair value using internal models. For certain private fixed maturity securities where we do not obtain valuations from pricing services, we utilize an internal model to determine fair value since transactions for similar securities are not readily observable and these securities are not typically valued by pricing services.
Given our understanding of the pricing methodologies and procedures of pricing services, the securities valued by pricing services are typically classified as Level 2 unless we determine the valuation process for a security or group of securities utilizes significant unobservable inputs, which would result in the valuation being classified as Level 3.
Broker quotes are typically based on an income approach given the lack of available market data. As the valuation typically includes significant unobservable inputs, we classify the securities where fair value is based on our consideration of broker quotes as Level 3 measurements.
For private fixed maturity securities, we utilize an income approach where we obtain public bond spreads and utilize those in an internal model to determine fair value. Other inputs to the model include rating and weighted-average life, as well as sector which is used to assign the spread. We then add an additional premium, which represents an unobservable input, to the public bond spread to adjust for the liquidity and other features of our private placements. We utilize the estimated market yield to discount the expected cash flows of the security to determine fair value. We utilize price caps for securities where the estimated market yield results in a valuation that may exceed the amount that would be received in a market transaction. When a security does not have an external rating, we assign the security an internal rating to determine the appropriate public bond spread that should be utilized in the valuation. While we generally consider the public bond spreads by sector and maturity to be observable inputs, we evaluate the similarities of our private placement with the public bonds, any price caps utilized, liquidity premiums applied, and whether external ratings are available for our private placements to determine whether the spreads utilized would be considered observable inputs. We classify private securities without an external
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
rating or public bond spread as Level 3. In general, a significant increase (decrease) in credit spreads would have resulted in a significant decrease (increase) in the fair value for our fixed maturity securities as of March 31, 2024.
For remaining securities priced using internal models, we determine fair value using an income approach. We maximize the use of observable inputs but typically utilize significant unobservable inputs to determine fair value. Accordingly, the valuations are typically classified as Level 3.
Our assessment of whether or not there were significant unobservable inputs related to fixed maturity securities was based on our observations obtained through the course of managing our investment portfolio, including interaction with other market participants, observations related to the availability and consistency of pricing and/or rating, and understanding of general market activity such as new issuance and the level of secondary market trading for a class of securities. Additionally, we considered data obtained from pricing services to determine whether our estimated values incorporate significant unobservable inputs that would result in the valuation being classified as Level 3.
A summary of the inputs used for our fixed maturity securities and short-term investments based on the level in which instruments are classified is included below. We have combined certain classes of instruments together as the nature of the inputs is similar.
Level 1 measurements
There were no fixed maturity securities classified as Level 1 as of March 31, 2024, and December 31, 2023.
Level 2 measurements
Fixed maturity securities:
Third-party pricing services
In estimating the fair value of fixed maturity securities, approximately 89% of our portfolio was priced using third-party pricing services as of March 31, 2024. These pricing services utilize industry-standard valuation techniques that include market-based approaches, income-based approaches, a combination of market-based and income-based approaches or other proprietary, internally generated models as part of the valuation processes. These third-party pricing vendors maximize the use of publicly available data inputs to generate valuations for each asset class. Priority and type of inputs used may change frequently as certain inputs may be more direct drivers of valuation at the time of pricing. Examples of significant inputs incorporated by pricing services may include sector and issuer spreads, seasoning, capital structure, security optionality, collateral data, prepayment assumptions, default assumptions, delinquencies, debt covenants, benchmark yields, trade data, dealer quotes, credit ratings, maturity and weighted-average life. We conduct regular meetings with our pricing services for the purpose of understanding the methodologies, techniques and inputs used by the third-party pricing providers.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents a summary of the significant inputs used by our pricing services for certain fair value measurements of fixed maturity securities that are classified as Level 2 as of March 31, 2024:
| | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Fair value | | Primary methodologies | | Significant inputs |
U.S. government, agencies and GSEs | $ | 250,449 | | | Price quotes from trading desk, broker feeds | | Bid side prices, trade prices, Option Adjusted Spread (“OAS”) to swap curve, Bond Market Association OAS, Treasury Curve, Agency Bullet Curve, maturity to issuer spread |
State and political subdivisions | $ | 442,440 | | | Multi-dimensional attribute-based modeling systems, third-party pricing vendors | | Trade prices, material event notices, Municipal Market Data benchmark yields, broker quotes |
Non-U.S. government | $ | 11,381 | | | Matrix pricing, spread priced to benchmark curves, price quotes from market makers | | Benchmark yields, trade prices, broker quotes, comparative transactions, issuer spreads, bid-offer spread, market research publications, third-party pricing sources |
U.S. corporate | $ | 2,323,803 | | | Multi-dimensional attribute-based modeling systems, broker quotes, price quotes from market makers, internal models, OAS-based models | | Bid side prices to Treasury Curve, Issuer Curve, which includes sector, quality, duration, OAS percentage and change for spread matrix, trade prices, comparative transactions, Trade Reporting and Compliance Engine (“TRACE”) reports |
Non-U.S. corporate | $ | 526,637 | | | Multi-dimensional attribute-based modeling systems, OAS-based models, price quotes from market makers | | Benchmark yields, trade prices, broker quotes, comparative transactions, issuer spreads, bid-offer spread, market research publications, third-party pricing sources |
Residential mortgage-backed | $ | 9,754 | | | OAS-based models, single factor binomial models, internally priced | | Prepayment and default assumptions, aggregation of bonds with similar characteristics, including collateral type, vintage, tranche type, weighted-average life, weighted-average loan age, issuer program and delinquency ratio, pay up and pay down factors, TRACE reports |
Other asset-backed | $ | 1,200,372 | | | Multi-dimensional attribute-based modeling systems, spread matrix priced to swap curves, price quotes from market makers | | Spreads to daily updated swap curves, spreads derived from trade prices and broker quotes, bid side prices, new issue data, collateral performance, analysis of prepayment speeds, cash flows, collateral loss analytics, historical issue analysis, trade data from market makers, TRACE reports |
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Internal models
A portion of our Level 2 U.S. corporate and non-U.S. corporate securities are valued using internal models. The fair value of these fixed maturity securities was $171.9 million and $79.4 million, respectively, as of March 31, 2024. Internally modeled securities are primarily private fixed maturity securities where we use market observable inputs such as an interest rate yield curve, published credit spreads for similar securities based on the external ratings of the instrument and related industry sector of the issuer. Additionally, we may apply certain price caps and liquidity premiums in the valuation of private fixed maturity securities. Price caps and liquidity premiums are established using inputs from market participants.
Short-term investments:
The fair value of short-term investments classified as Level 2 is determined after considering prices obtained by pricing services.
Level 3 measurements
Broker quotes
A portion of our U.S. corporate and other asset-backed securities are valued using broker quotes. Broker quotes are obtained from third-party providers that have current market knowledge to provide a reasonable price for securities not routinely priced by pricing services. Brokers utilized for valuation of assets are reviewed annually. The fair value of our Level 3 fixed maturity securities priced by broker quotes was $17.0 million as of March 31, 2024.
Internal models
A portion of our U.S. corporate and non-U.S. corporate securities are valued using internal models. The primary inputs to the valuation of the bond population include quoted prices for identical assets, or similar assets in markets that are not active, contractual cash flows, duration, call provisions, issuer rating, benchmark yields and credit spreads. Certain private fixed maturity securities are valued using an internal model using market observable inputs such as the interest rate yield curve, as well as published credit spreads for similar securities, which includes significant unobservable inputs. Additionally, we may apply certain price caps and liquidity premiums in the valuation of private fixed maturity securities. Price caps are established using inputs from market participants. For structured securities, the primary inputs to the valuation include quoted prices for identical assets, or similar assets in markets that are not active, contractual cash flows, weighted-average coupon, weighted-average maturity, issuer rating, structure of the security, expected prepayment speeds and volumes, collateral type, current and forecasted loss severity, average delinquency rates, vintage of the loans, geographic region, debt service coverage ratios, payment priority with the tranche, benchmark yields and credit spreads. The fair value of our Level 3 fixed maturity securities priced using internal models was $317.9 million as of March 31, 2024.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables set forth our assets by class of instrument that are measured at fair value on a recurring basis as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2024 |
(Amounts in thousands) | Total | | Level 1 | | Level 2 | | Level 3 |
Fixed maturity securities: | | | | | | | |
U.S. government, agencies and GSEs | $ | 250,449 | | | $ | — | | | $ | 250,449 | | | $ | — | |
State and political subdivisions | 442,440 | | | — | | | 442,440 | | | — | |
Non-U.S. government | 11,381 | | | — | | | 11,381 | | | — | |
U.S. corporate | 2,745,314 | | | — | | | 2,495,715 | | | 249,599 | |
Non-U.S. corporate | 686,637 | | | — | | | 606,083 | | | 80,554 | |
Residential mortgage-backed | 9,754 | | | — | | | 9,754 | | | — | |
Other asset-backed | 1,205,163 | | | — | | | 1,200,372 | | | 4,791 | |
Total fixed maturity securities | 5,351,138 | | | — | | | 5,016,194 | | | 334,944 | |
Short-term investments | 9,963 | | | — | | | 9,963 | | | — | |
Total | $ | 5,361,101 | | | $ | — | | | $ | 5,026,157 | | | $ | 334,944 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
(Amounts in thousands) | Total | | Level 1 | | Level 2 | | Level 3 |
Fixed maturity securities: | | | | | | | |
U.S. government, agencies and GSEs | $ | 195,129 | | | $ | — | | | $ | 195,129 | | | $ | — | |
State and political subdivisions | 438,214 | | | — | | | 438,214 | | | — | |
Non-U.S. government | 11,467 | | | — | | | 11,467 | | | — | |
U.S. corporate | 2,723,730 | | | — | | | 2,476,525 | | | 247,205 | |
Non-U.S. corporate | 689,663 | | | — | | | 608,342 | | | 81,321 | |
Residential mortgage-backed | 10,755 | | | — | | | 10,755 | | | — | |
Other asset-backed | 1,197,183 | | | — | | | 1,194,225 | | | 2,958 | |
Total fixed maturity securities | 5,266,141 | | | — | | | 4,934,657 | | | 331,484 | |
Short-term investments | 20,219 | | | — | | | 20,219 | | | — | |
Total | $ | 5,286,360 | | | $ | — | | | $ | 4,954,876 | | | $ | 331,484 | |
We had no liabilities recorded at fair value as of March 31, 2024, and December 31, 2023.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables present additional information about assets measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value as of or for the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning balance as of January 1, 2024 | | Total realized and unrealized gains (losses) | | Purchases | | Sales | | | | Settlements | | Transfer into Level 3 (1) | | Transfer out of Level 3 (1) | | Ending balance as of March 31, 2024 | | Total gains (losses) attributable to assets still held |
(Amounts in thousands) | | Included in net income | | Included in OCI | | | | | | | | | Included in net income | | Included in OCI |
Fixed maturity securities: | | | | | | | | | | | | | | | | | | | | | | | |
U.S. corporate | $ | 247,205 | | | $ | (7) | | | $ | (1,892) | | | $ | — | | | $ | — | | | | | $ | (358) | | | $ | 4,651 | | | $ | — | | | $ | 249,599 | | | $ | (7) | | | $ | (1,892) | |
Non-U.S. corporate | 81,321 | | | 7 | | | (669) | | | — | | | — | | | | | (105) | | | — | | | — | | | 80,554 | | | 7 | | | (669) | |
Other asset-backed | 2,958 | | | 8 | | | 38 | | | 3,935 | | | — | | | | | (60) | | | — | | | (2,088) | | | 4,791 | | | 8 | | | 13 | |
Total | $ | 331,484 | | | $ | 8 | | | $ | (2,523) | | | $ | 3,935 | | | $ | — | | | | | $ | (523) | | | $ | 4,651 | | | $ | (2,088) | | | $ | 334,944 | | | $ | 8 | | | $ | (2,548) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Beginning balance as of January 1, 2023 | | Total realized and unrealized gains (losses) | | Purchases | | Sales | | | | Settlements | | Transfer into Level 3 (1) | | Transfer out of Level 3 (1) | | Ending balance as of March 31, 2023 | | Total gains (losses) attributable to assets still held |
(Amounts in thousands) | | Included in net income | | Included in OCI | | | | | | | | | Included in net income | | Included in OCI |
Fixed maturity securities: | | | | | | | | | | | | | | | | | | | | | | | |
U.S. corporate | $ | 220,626 | | | $ | (13) | | | $ | 4,024 | | | $ | 3,000 | | | $ | (6,899) | | | | | $ | (4,408) | | | $ | — | | | $ | — | | | $ | 216,330 | | | $ | (9) | | | $ | 3,749 | |
Non-U.S. corporate | 95,154 | | | (725) | | | 2,767 | | | 3,759 | | | (3,543) | | | | | (23,281) | | | — | | | — | | | 74,131 | | | 8 | | | 1,432 | |
Other asset-backed | 3,481 | | | 3 | | | 14 | | | — | | | — | | | | | — | | | — | | | (2,514) | | | 984 | | | 3 | | | (4) | |
Total | $ | 319,261 | | | $ | (735) | | | $ | 6,805 | | | $ | 6,759 | | | $ | (10,442) | | | | | $ | (27,689) | | | $ | — | | | $ | (2,514) | | | $ | 291,445 | | | $ | 2 | | | $ | 5,177 | |
______________(1)The transfers into and out of Level 3 for fixed maturity securities were related to changes in the primary pricing source and changes in the observability of external information used in determining the fair value, such as external ratings or credit spreads.
Purchases, sales, and settlements represent the activity that occurred during the period that results in a change of the asset but does not represent changes in fair value for the instruments held at the beginning of the period.
The amount presented for realized and unrealized gains (losses) included in net income for fixed maturity securities primarily represents amortization and accretion of premiums and discounts on certain fixed maturity securities recorded within net investment income.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents a summary of the significant unobservable inputs used for certain asset fair value measurements that are based on internal models and classified as Level 3 as of March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Valuation technique | | Fair value (1) | | Unobservable input | | Range (bps) | | Weighted- average (2) (bps) |
Fixed maturity securities: | | | | | | | | | |
U.S. corporate | Internal models | | $ | 247,646 | | | Credit spreads | | 14 - 176 | | 102 |
Non-U.S. corporate | Internal models | | $ | 70,250 | | | Credit spreads | | 79 - 139 | | 106 |
______________(1)Certain classes of instruments classified as Level 3 are excluded as a result of not being material or due to limitations in being able to obtain the underlying inputs used by certain third-party sources, such as broker quotes, used as an input in determining fair value.
(2)Unobservable inputs weighted by the relative fair value of the associated instrument.
We have certain financial instruments that are not recorded at fair value, including cash and cash equivalents and accrued investment income, the carrying value of which approximate fair value due to the short-term nature of these instruments and are not included in this disclosure.
Liabilities not required to be carried at fair value
The following represents our estimated fair value of financial liabilities that are not required to be carried at fair value, classified as Level 2, as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
(Amounts in thousands) | Carrying amount | | Fair value | | Carrying amount | | Fair value |
Long-term borrowings | $ | 746,090 | | | $ | 750,525 | | | $ | 745,416 | | | $ | 748,785 | |
(5)Loss reserves
Our reserve for losses and loss adjustment expenses (“LAE”) consisted of the following as of the dates indicated:
| | | | | | | | | | | |
(Amounts in thousands) | March 31, 2024 | | December 31, 2023 |
Domestic mortgage insurance | $ | 530,770 | | | $ | 517,515 | |
| | | |
Run-off and other reserves | 673 | | | 676 | |
Total loss reserves | $ | 531,443 | | | $ | 518,191 | |
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Activity for the liability for domestic mortgage insurance loss reserves for the three months ended March 31, is summarized as follows:
| | | | | | | | | | | |
(Amounts in thousands) | 2024 | | 2023 |
Gross loss reserves, beginning balance | $ | 517,515 | | | $ | 518,330 | |
Reinsurance recoverable, beginning balance | (1,294) | | | — | |
Net loss reserves, beginning balance | 516,221 | | | 518,330 | |
| | | |
Losses and LAE incurred related to current accident year | 74,364 | | | 60,298 | |
Losses and LAE incurred related to prior accident years | (54,848) | | | (71,329) | |
Total incurred | 19,516 | | | (11,031) | |
| | | |
Losses and LAE paid related to current accident year | (191) | | | (137) | |
Losses and LAE paid related to prior accident years | (6,548) | | | (6,516) | |
Total paid | (6,739) | | | (6,653) | |
| | | |
Net loss reserves, ending balance | 528,998 | | | 500,646 | |
Reinsurance recoverable, ending balance | 1,772 | | | — | |
Gross loss reserves, ending balance | $ | 530,770 | | | $ | 500,646 | |
The liability for loss reserves represents our current best estimate; however, there may be future adjustments to this estimate and related assumptions. Such adjustments, reflecting any variety of new and adverse trends, could possibly be significant, and result in future increases to reserves by amounts that could be material to our results of operations, financial condition and liquidity.
Losses incurred related to insured events of the current accident year relate to defaults that occurred in that year and represent the estimated ultimate amount of losses to be paid on such defaults. Losses incurred related to insured events of prior accident years represent the (favorable) or unfavorable development of reserves as a result of the actual rates at which delinquencies go to claim (“claim rates”) and claim amounts being different than those we estimated when originally establishing the reserves. Such estimates are based on our historical experience, which we believe is representative of expected future losses at the time of estimation. As a result of the extended period of time that may exist between the reporting of a delinquency and the claim payment, as well as changes in economic conditions and the real estate market, significant uncertainty and variability exist on amounts ultimately paid.
For the three months ended March 31, 2024, losses and LAE incurred of $74 million related to insured events of the current accident year was primarily attributable to new delinquencies compared to $60 million for the three months ended March 31, 2023.
We also recorded favorable reserve adjustments primarily on prior accident year reserves of $54 million, which were driven primarily by delinquencies from early 2023 and prior, as recent uncertainty in the economic environment has not negatively impacted cure performance to the extent initially expected. During the first three months of 2023, we released $70 million of reserves primarily driven by cure performance of delinquencies from 2020 and 2021 related to COVID-19.
(6)Reinsurance
We reinsure a portion of our policy risks to third parties in order to reduce our ultimate losses, diversify our exposures and comply with regulatory requirements. We also assume certain policy risks written by other companies.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Reinsurance does not relieve us from our obligations to policyholders. In the event that the reinsurers are unable to meet their obligations, we remain liable for the reinsured claims. We monitor both the financial condition of individual reinsurers and risk concentrations arising from similar geographic regions, activities and economic characteristics of reinsurers to lessen the risk of default by such reinsurers.
The following table sets forth the effects of reinsurance on premiums written and earned for the periods indicated:
| | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
(Amounts in thousands) | 2024 | | 2023 | | | | |
Net premiums written: | | | | | | | |
Direct | $ | 255,160 | | | $ | 240,939 | | | | | |
Assumed | 1,571 | | | 59 | | | | | |
Ceded | (26,428) | | | (19,927) | | | | | |
Net premiums written | $ | 230,303 | | | $ | 221,071 | | | | | |
| | | | | | | |
Net premiums earned: | | | | | | | |
Direct | $ | 265,604 | | | $ | 254,976 | | | | | |
Assumed | 1,571 | | | 59 | | | | | |
Ceded | (26,428) | | | (19,927) | | | | | |
Net premiums earned | $ | 240,747 | | | $ | 235,108 | | | | | |
The difference between written premiums of $230.3 million and earned premiums of $240.7 million represents the decrease in unearned premiums for the three months ended March 31, 2024. The difference between written premiums of $221.1 million and earned premiums of $235.1 million represents the decrease in unearned premiums for the three months ended March 31, 2023. In both periods, the decrease in unearned premiums was primarily the result of premiums earned over time coupled with low originations of our single premium mortgage insurance product.
Excess-of-loss reinsurance
We engage in excess-of-loss (“XOL”) insurance transactions either through a panel of traditional reinsurance providers or through collateralized reinsurance with unaffiliated special purpose insurers (“Triangle Re Entities”). During the respective coverage periods of these agreements, EMICO retains the first layer of aggregate loss exposure on covered policies while the reinsurer provides the second layer of coverage, up to the defined reinsurance coverage amount. EMICO retains losses in excess of the respective reinsurance coverage amount.
The Triangle Re Entities fully collateralize their coverage by issuing insurance-linked notes (“ILNs”) to eligible capital market investors in unregistered private offerings. Traditional reinsurance providers collateralize a portion of their coverage by holding funds in trust. We believe that the risk transfer requirements for reinsurance accounting were met as these XOL insurance transactions assume significant insurance risk and a reasonable possibility of significant loss.
EMICO has rights to terminate the ILNs or traditional XOL reinsurance agreements upon the occurrence of certain events.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the issue date, policy dates, initial and current first layer retained aggregate loss and initial and current reinsurance coverage amount under each reinsurance transaction. Current amounts are presented as of March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage insurance-linked notes |
(Amounts in millions) | | Issue date | | Policy dates | | Initial first layer retained loss | | Current first layer retained loss | | Initial reinsurance coverage | | Current reinsurance coverage |
Triangle Re 2021-1 Ltd. | | 3/02/2021 | | 1/01/2014 - 12/31/2018, 10/01/2019 - 12/31/2019 | | $212 | | $211 | | $495 | | $48 |
Triangle Re 2021-2 Ltd. | | 4/16/2021 | | 9/01/2020 - 12/31/2020 | | $189 | | $188 | | $303 | | $164 |
Triangle Re 2021-3 Ltd. | | 9/02/2021 | | 1/01/2021 - 6/30/2021 | | $304 | | $302 | | $372 | | $237 |
Triangle Re 2023-1 Ltd. | | 11/15/2023 | | 7/01/2022 - 6/30/2023 | | $244 | | $244 | | $248 | | $248 |
Total | | | | | | | | | | | | $697 |
| | | | | | | | | | | | |
Traditional excess-of-loss reinsurance |
(Amounts in millions) | | Issue date | | Policy dates | | Initial first layer retained loss | | Current first layer retained loss | | Initial reinsurance coverage | | Current reinsurance coverage |
2020 XOL | | 1/01/2020 | | 1/01/2020 - 12/31/2020 | | $691 | | $689 | | $168 | | $14 |
2021 XOL | | 2/04/2021 | | 1/01/2021 - 12/31/2021 | | $671 | | $669 | | $206 | | $122 |
2022-1 XOL | | 1/27/2022 | | 1/01/2022 - 12/31/2022 | | $462 | | $460 | | $196 | | $195 |
2022-2 XOL | | 1/27/2022 | | 1/01/2022 - 12/31/2022 | | $385 | | $383 | | $25 | | $25 |
2022-3 XOL | | 3/24/2022 | | 7/01/2021 - 12/31/2021 | | $317 | | $316 | | $289 | | $207 |
2022-4 XOL | | 3/24/2022 | | 7/01/2021 - 12/31/2021 | | $264 | | $263 | | $36 | | $36 |
2022-5 XOL | | 9/15/2022 | | 1/01/2022 - 6/30/2022 | | $256 | | $255 | | $201 | | $191 |
2023-1 XOL | | 3/08/2023 | | 1/01/2023 - 12/31/2023 | | $360 | | $360 | | $180 | | $180 |
2024-1 XOL | | 2/01/2024 | | 1/01/2024 - 12/31/2024 | | $78 | | $78 | | $51 | | $51 |
Total | | | | | | | | | | | | $1,021 |
Quota Share Reinsurance
EMICO engages in quota share reinsurance agreements with panels of traditional third-party reinsurers. Under the agreements, we cede premiums earned on all eligible policies in exchange for reimbursement of ceded claims and claims expenses on covered policies, a specific ceding commission and profit commission determined based on ceded claims. EMICO has rights to terminate the reinsurance agreements upon the occurrence of certain events. Reinsurance recoverables are recorded in Other assets on the consolidated balance sheets.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Agreement | | Issue date | | Policy dates | | Ceding percentage | | Ceding commission | | Profit commission |
QS 2023-1 | | 6/30/2023 | | 1/01/2023 - 12/31/2023 | | 16.125% | | 20% | | up to 55% |
QS 2024-1 | | 1/03/2024 | | 1/01/2024 - 12/31/2024 | | 21.225% | | 20% | | up to 55% |
(7)Borrowings
On August 21, 2020, we issued $750 million aggregate principal amount of 6.5% senior notes due in 2025 (the “2025 Senior Notes”). The 2025 Senior Notes mature on August 15, 2025, but at any time on or after February 15, 2025, we may redeem the notes in whole or in part at our option at 100% of the principal amount plus accrued and unpaid interest. The 2025 Senior Notes contain customary events of default which, subject to certain notice and cure conditions, can result in the acceleration of the principal and accrued interest on the outstanding notes if we breach the terms of the indenture.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table sets forth long-term borrowings as of the dates indicated:
| | | | | | | | | | | |
(Amounts in thousands) | March 31, 2024 | | December 31, 2023 |
6.5% Senior Notes, due 2025 | $ | 750,000 | | | $ | 750,000 | |
Deferred borrowing charges | (3,910) | | | (4,584) | |
Total | $ | 746,090 | | | $ | 745,416 | |
Revolving Credit Agreement
On June 30, 2022, we entered into a credit agreement with a syndicate of lenders that provides for a five-year, unsecured revolving credit facility (the “Facility”) in the initial aggregate principal amount of $200 million, including the ability for EHI to increase the commitments under the Facility, on an uncommitted basis, by an additional aggregate principal amount of up to $100 million. Borrowings under the Facility will accrue interest at a floating rate tied to a standard short-term borrowing index, selected at EHI’s option, plus an applicable margin. The applicable margins are based on the ratings established by certain debt rating agencies for EHI’s senior unsecured debt. The Facility matures in June 2027, but under certain conditions EHI may need to repay any outstanding amounts and terminate the Facility earlier than the maturity date.
We may use borrowings under the Facility for working capital needs and general corporate purposes, including the execution of dividends to our shareholders and capital contributions to our insurance subsidiaries. The Facility contains several covenants, including financial covenants relating to minimum net worth, capital and liquidity levels, maximum debt to capitalization level and PMIERs compliance. We are in compliance with all covenants of the Facility and the Facility has remained undrawn through March 31, 2024.
(8)Income taxes
We compute the provision for income taxes on a separate return with benefits-for-loss method. If during the three-month periods ended March 31, 2024 and 2023, we had computed taxes using the separate return method, the provision for income taxes would have been unchanged.
(9)Related party transactions
We have various agreements with Genworth that provide for reimbursement to and from Genworth of certain administrative and operating expenses that include, but are not limited to, information technology services and administrative services (such as finance, human resources and employee benefit administration). These agreements provide for an allocation of corporate expenses to all Genworth businesses or subsidiaries. We incurred costs for these services of $2.8 million and $4.7 million for the three months ended March 31, 2024 and 2023, respectively.
The investment portfolios of our insurance subsidiaries are managed by Genworth. Under the terms of the investment management agreement, we are charged a fee by Genworth. All fees paid to Genworth are charged to investment expense and are included in net investment income in the condensed consolidated statements of income. The total investment expenses paid to Genworth were $1.5 million and $1.6 million for the three months ended March 31, 2024 and 2023, respectively.
Our employees participate in certain benefit plans sponsored by Genworth and certain share-based compensation plans that utilize shares of Genworth common stock and other incentive plans.
In prior periods, we provided certain information technology and administrative services (such as facilities and maintenance) to Genworth. We charged Genworth $0.1 million for these services for the three months ended March 31, 2023.
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
We have a tax sharing agreement in place with Genworth, such that we participate in a single U.S. consolidated income tax return filing. All intercompany balances related to this agreement are settled at least annually.
The condensed consolidated financial statements include the following amounts due to and from Genworth relating to recurring service and expense agreements as of:
| | | | | | | | | | | |
(Amounts in thousands) | March 31, 2024 | | December 31, 2023 |
Amounts payable to Genworth | $ | 7,226 | | | $ | 8,186 | |
Amounts receivable from Genworth | $ | 789 | | | $ | 215 | |
(10)Net income per common share
The basic earnings per share computation is based on the weighted average number of shares of common stock outstanding. For the three months ended March 31, 2024 and 2023, the calculation of dilutive weighted average shares considers the impact of restricted stock units and performance stock units issued to employees as well as deferred stock units issued to our directors.
The calculation of basic and diluted net income per share is as follows:
| | | | | | | | | | | | | | | |
| Three months ended March 31, | |
(Amounts in thousands, except per share amounts) | 2024 | | 2023 | | | | |
Net income available to EHI common stockholders | $ | 160,988 | | | $ | 175,988 | | | | | |
Net income per common share: | | | | | | | |
Basic | $ | 1.01 | | | $ | 1.08 | | | | | |
Diluted | $ | 1.01 | | | $ | 1.08 | | | | | |
Weighted average common shares outstanding: | | | | | | | |
Basic | 158,818 | | | 162,442 | | | | | |
Diluted | 160,087 | | | 163,179 | | | | | |
ENACT HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(11)Changes in accumulated other comprehensive income
The following tables present a roll forward of accumulated other comprehensive income for the three months indicated:
| | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Net unrealized investment gains (losses) | | Foreign currency translation | | Total |
Balance as of January 1, 2024, net of tax | $ | (230,556) | | | $ | 156 | | | $ | (230,400) | |
| | | | | |
Other comprehensive income (loss) before reclassifications | (12,351) | | | 2 | | | (12,349) | |
Amounts reclassified from other comprehensive income (loss) | 5,272 | | | — | | | 5,272 | |
Total other comprehensive income (loss) | (7,079) | | | 2 | | | ( |