Earnings Document
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___________________________ |
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FORM 10-Q |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR |
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15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from |
to |
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Commission File Number 001-36052 |
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(Exact name of registrant as specified in its charter) |
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98-1599372 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Pembroke HM 08,
+1 441 542-3300
(Address of Principal Executive Offices) (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
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Common Shares, |
SPNT |
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8.00% Resettable Fixed Rate Preference Shares, |
SPNT PB |
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Series B, |
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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 |
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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 |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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). ☐
As of
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INDEX |
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Page |
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PARTI. FINANCIAL INFORMATION |
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Item 1.Financial Statements |
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Consolidated Balance Sheets as of |
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Consolidated Statements of Income for the three months ended |
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Consolidated Statements of Comprehensive Income for the three months ended |
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(unaudited) |
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Consolidated Statements of Shareholders' Equity for the three months ended |
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(unaudited) |
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Consolidated Statements of Cash Flows for the three months ended |
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Note1. Organization |
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Note2. Significant accounting policies |
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Note3. Significant transactions |
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Note4. Segment reporting |
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Note 5. Cash, cash equivalents, restricted cash and restricted investments |
11 |
Note 6. Fair value measurements |
11 |
Note 7. Investments |
17 |
Note 8. Total net investment income and realized and unrealized investment gains |
21 |
Note 9. Derivatives |
22 |
Note 10. Variable and voting interest entities |
23 |
Note 11. Loss and loss adjustment expense reserves |
26 |
Note 12. Allowance for expected credit losses |
26 |
Note 13. Debt and letter of credit facilities |
27 |
Note 14. Income taxes |
28 |
Note 15. Shareholders' equity |
29 |
Note 16. Earnings per share available to |
30 |
Note 17. Related party transactions |
30 |
Note 18. Commitments and contingencies |
32 |
Note 19. Subsequent event |
34 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
35 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
54 |
Item 4. Controls and Procedures |
56 |
PART II. OTHER INFORMATION |
56 |
Item 1. Legal Proceedings |
56 |
Item 1A. Risk Factors |
56 |
Item 2. Unregistered Sales of |
58 |
Item 3. |
59 |
Item 4. Mine Safety Disclosures |
59 |
Item 5. Other Information |
59 |
Item 6. Exhibits |
60 |
PART I - Financial Information
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
As of
(expressed in millions of
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2024 |
2023 |
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Assets |
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Debt securities, available for sale, at fair value, net of allowance for credit losses of |
$ |
5,057.5 |
$ |
4,755.4 |
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(cost - |
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Debt securities, trading, at fair value (cost - |
406.0 |
534.9 |
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Short-term investments, at fair value (cost - |
329.9 |
371.6 |
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Investments in related party investment funds, at fair value |
105.6 |
105.6 |
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Other long-term investments, at fair value (cost - |
296.6 |
308.5 |
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investments at fair value of |
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Equity securities, trading, at fair value (cost - |
1.6 |
1.6 |
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Total investments |
6,197.2 |
6,077.6 |
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Cash and cash equivalents |
867.5 |
969.2 |
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Restricted cash and cash equivalents |
218.9 |
132.1 |
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Redemption receivable from related party investment fund |
- |
3.0 |
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Due from brokers |
16.4 |
5.6 |
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Interest and dividends receivable |
44.5 |
42.3 |
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Insurance and reinsurance balances receivable, net |
2,127.2 |
1,966.3 |
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Deferred acquisition costs, net |
320.8 |
308.9 |
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Unearned premiums ceded |
494.8 |
449.2 |
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Loss and loss adjustment expenses recoverable, net |
2,233.8 |
2,295.1 |
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Deferred tax asset |
290.7 |
293.6 |
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Intangible assets |
149.8 |
152.7 |
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Other assets |
174.2 |
175.9 |
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Total assets |
$ |
13,135.8 |
$ |
12,871.5 |
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Liabilities |
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Loss and loss adjustment expense reserves |
$ |
5,565.3 |
$ |
5,608.1 |
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Unearned premium reserves |
1,715.7 |
1,627.3 |
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Reinsurance balances payable |
1,780.5 |
1,736.7 |
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Deposit liabilities |
128.8 |
134.4 |
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Deferred gain on retroactive reinsurance |
25.8 |
27.9 |
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Debt |
770.6 |
786.2 |
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Due to brokers |
60.7 |
6.2 |
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Deferred tax liability |
48.9 |
68.7 |
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Liability-classified capital instruments |
83.2 |
67.3 |
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Accounts payable, accrued expenses and other liabilities |
335.9 |
278.1 |
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Total liabilities |
10,515.4 |
10,340.9 |
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Commitments and contingent liabilities |
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Shareholders' equity |
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Series B preference shares (par value |
200.0 |
200.0 |
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Common shares (issued and outstanding: 169,753,232; 2023 - 168,120,022) |
17.0 |
16.8 |
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Additional paid-in capital |
1,711.2 |
1,693.0 |
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Retained earnings |
691.8 |
601.0 |
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Accumulated other comprehensive income (loss), net of tax |
(17.4) |
3.1 |
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Shareholders' equity attributable to |
2,602.6 |
2,513.9 |
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Noncontrolling interests |
17.8 |
16.7 |
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Total shareholders' equity |
2,620.4 |
2,530.6 |
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Total liabilities, noncontrolling interests and shareholders' equity |
$ |
13,135.8 |
$ |
12,871.5 |
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The accompanying Notes to the Consolidated Financial Statements are
an integral part of the Consolidated Financial Statements.
1
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
For the three months ended
(expressed in millions of
2024 |
2023 |
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Revenues |
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Net premiums earned |
$ |
593.8 |
$ |
595.5 |
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Net investment income |
78.8 |
61.7 |
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Net realized and unrealized investment gains |
1.0 |
11.3 |
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Net realized and unrealized investment gains from related party investment funds |
- |
0.8 |
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Net investment income and net realized and unrealized investment gains |
79.8 |
73.8 |
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Other revenues |
11.9 |
8.8 |
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Total revenues |
685.5 |
678.1 |
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Expenses |
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Loss and loss adjustment expenses incurred, net |
317.5 |
267.1 |
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Acquisition costs, net |
144.9 |
119.7 |
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Other underwriting expenses |
41.8 |
52.2 |
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Net corporate and other expenses |
56.0 |
60.0 |
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Intangible asset amortization |
2.9 |
2.4 |
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Interest expense |
20.5 |
12.8 |
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Foreign exchange (gains) losses |
(3.7) |
0.1 |
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Total expenses |
579.9 |
514.3 |
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Income before income tax expense |
105.6 |
163.8 |
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Income tax expense |
(9.7) |
(25.5) |
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Net income |
95.9 |
138.3 |
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Net income attributable to noncontrolling interests |
(1.1) |
(2.4) |
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Net income available to |
94.8 |
135.9 |
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Dividends on Series B preference shares |
(4.0) |
(4.0) |
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Net income available to |
$ |
90.8 |
$ |
131.9 |
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Earnings per share available to |
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Basic earnings per share available to |
$ |
0.50 |
$ |
0.76 |
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Diluted earnings per share available to |
$ |
0.49 |
$ |
0.74 |
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Weighted average number of common shares used in the determination of earnings per share |
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Basic |
168,934,114 |
160,905,860 |
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Diluted |
174,380,963 |
164,130,946 |
The accompanying Notes to the Consolidated Financial Statements are
an integral part of the Consolidated Financial Statements.
2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
For the three months ended
(expressed in millions of
2024 |
2023 |
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Comprehensive income |
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Net income |
$ |
95.9 |
$ |
138.3 |
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Other comprehensive income (loss), net of tax |
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Change in foreign currency translation adjustment |
(1.8) |
(0.3) |
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Unrealized gains (losses) from debt securities held as available for sale investments |
(18.4) |
22.9 |
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Reclassifications from accumulated other comprehensive loss |
(0.3) |
(0.6) |
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Total other comprehensive income (loss) |
(20.5) |
22.0 |
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Comprehensive income |
75.4 |
160.3 |
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Net income attributable to noncontrolling interests |
(1.1) |
(2.4) |
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Comprehensive income available to |
$ |
74.3 |
$ |
157.9 |
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The accompanying Notes to the Consolidated Financial Statements are
an integral part of the Consolidated Financial Statements.
3
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
For the three months ended
(expressed in millions of
2024 |
2023 |
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Series B preference shares |
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Balance, beginning of period |
$ |
200.0 |
$ |
200.0 |
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Issuance of preference shares, net |
- |
- |
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Balance, end of period |
200.0 |
200.0 |
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Common shares |
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Balance, beginning of period |
16.8 |
16.2 |
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Issuance of common shares, net |
- |
- |
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Exercise of options |
0.2 |
- |
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Balance, end of period |
17.0 |
16.2 |
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Additional paid-in capital |
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Balance, beginning of period |
1,693.0 |
1,641.3 |
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Issuance of common shares, net |
- |
- |
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Share compensation |
2.6 |
2.5 |
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Exercise of options |
15.6 |
- |
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Change in ownership interest in subsidiary |
- |
(1.2) |
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Balance, end of period |
1,711.2 |
1,642.6 |
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Retained earnings |
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Balance, beginning of period |
601.0 |
262.2 |
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Net income |
95.9 |
138.3 |
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Net income attributable to noncontrolling interests |
(1.1) |
(2.4) |
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Dividends on preference shares |
(4.0) |
(4.0) |
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Balance, end of period |
691.8 |
394.1 |
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Accumulated other comprehensive loss, net of tax |
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Balance, beginning of period |
3.1 |
(45.0) |
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Change in foreign currency translation adjustment |
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Balance, beginning of period |
(4.1) |
(5.2) |
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Change in foreign currency translation adjustment |
(1.8) |
(0.3) |
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Balance, end of period |
(5.9) |
(5.5) |
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Unrealized gains (losses) from debt securities held as available for sale investments |
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Balance, beginning of period |
7.2 |
(39.8) |
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Unrealized gains (losses) from debt securities held as available for sale investments |
(18.4) |
22.9 |
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Reclassifications from accumulated other comprehensive loss |
(0.3) |
(0.6) |
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Balance, end of period |
(11.5) |
(17.5) |
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Balance, end of period |
(17.4) |
(23.0) |
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Shareholders' equity attributable to |
2,602.6 |
2,229.9 |
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Noncontrolling interests |
17.8 |
11.4 |
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Total shareholders' equity |
$ |
2,620.4 |
$ |
2,241.3 |
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The accompanying Notes to the Consolidated Financial Statements are
an integral part of the Consolidated Financial Statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the three months ended
(expressed in millions of
2024 |
2023 |
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Operating activities |
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Net income |
$ |
95.9 |
$ |
138.3 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Share compensation |
4.1 |
5.6 |
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Net realized and unrealized (gain) loss on investments and derivatives |
4.7 |
(12.7) |
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Net realized and unrealized gain on investment in related party investment funds |
- |
(0.8) |
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Other revenues |
15.9 |
25.1 |
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Amortization of premium and accretion of discount, net |
(18.3) |
(20.2) |
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Amortization of intangible assets |
2.9 |
2.4 |
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Other items, net |
(17.4) |
(2.8) |
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Changes in assets and liabilities: |
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Insurance and reinsurance balances receivable, net |
(160.1) |
(376.9) |
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Deferred acquisition costs, net |
(11.9) |
(62.2) |
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Unearned premiums ceded |
(45.6) |
(113.5) |
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Loss and loss adjustment expenses recoverable, net |
61.3 |
(15.8) |
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Deferred tax asset/liability |
(16.9) |
23.9 |
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Other assets |
(1.7) |
(53.8) |
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Interest and dividends receivable |
(2.2) |
(6.8) |
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Loss and loss adjustment expense reserves |
(42.8) |
50.2 |
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Unearned premium reserves |
88.4 |
312.0 |
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Deferred gain on retroactive reinsurance |
(2.1) |
- |
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Reinsurance balances payable |
43.8 |
191.3 |
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Accounts payable, accrued expenses and other liabilities |
57.8 |
10.9 |
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Net cash provided by operating activities |
55.8 |
94.2 |
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Investing activities |
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Purchases of investments |
(977.1) |
(1,259.4) |
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Proceeds from sales and maturities of investments |
852.6 |
1,188.5 |
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Proceeds from redemptions from related party investment funds |
3.0 |
18.5 |
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Change in due to/from brokers, net |
43.7 |
58.5 |
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Net cash provided by (used in) investing activities |
(77.8) |
6.1 |
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Financing activities |
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Taxes paid on withholding shares |
(1.5) |
(3.0) |
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Proceeds from loans under an agreement to repurchase |
- |
2.3 |
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Cash dividends paid to preference shareholders |
(4.0) |
(4.0) |
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Settlement of Contingent Value Rights |
- |
(38.5) |
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Net proceeds from exercise of options |
15.6 |
- |
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Net proceeds (payments) on deposit liability contracts |
(3.0) |
3.8 |
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Net cash provided by (used in) financing activities |
7.1 |
(39.4) |
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Net increase (decrease) in cash, cash equivalents and restricted cash |
(14.9) |
60.9 |
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Cash, cash equivalents and restricted cash at beginning of period |
1,101.3 |
913.7 |
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Cash, cash equivalents and restricted cash at end of period |
$ |
1,086.4 |
$ |
974.6 |
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The accompanying Notes to the Consolidated Financial Statements are
an integral part of the Consolidated Financial Statements.
5
Notes to the Consolidated Financial Statements (UNAUDITED)
(Expressed in
1. Organization
These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
In the opinion of management, these unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the Company's financial position and results of operations as at the end of and for the periods presented. All significant intercompany accounts and transactions have been eliminated.
The results for the three months ended
Tabular amounts are in
2. Significant accounting policies
There have been no material changes to the Company's significant accounting policies as described in its 2023 Form 10-K.
Recently issued accounting standards
Issued and effective as of
In
Issued but not yet effective as of
Accounting pronouncements issued during the three months ended
Reclassifications and revisions
Certain comparative figures have been reclassified to conform to the current year presentation in addition to the immaterial revisions to the financial statements as of and for the three months ended
3. Significant transactions
SiriusPoint International Loss Portfolio Transfer
On
6
initially estimated at
4. Segment reporting
The determination of the Company's business segments is based on the manner in which management monitors the performance of its operations. The Company reports two operating segments: Reinsurance and Insurance & Services. The Company's segments each have managers who are responsible for the overall profitability of their segments and who are directly accountable to the Company's chief operating decision maker, the Chief Executive Officer ("CEO"). The CEO assesses segment operating performance, allocates capital, and makes resource allocation decisions based on Segment income (loss). The Company does not manage its assets by segment; accordingly, total assets are not allocated to the segments.
Reinsurance
In the Reinsurance segment, the Company provides reinsurance products to insurance and reinsurance companies, government entities, and other risk bearing vehicles on a treaty or facultative basis. For reinsurance assumed, the Company participates in the reinsurance market with a global focus through the broker market distribution channel. The Company primarily writes treaty reinsurance, on both a proportional and excess of loss basis, and provides facultative reinsurance in some of its business lines. In
The Reinsurance segment predominantly underwrites Casualty, Property and Specialty lines of business on a worldwide basis.
Casualty - the Company provides reinsurance to casualty insurers who underwrite a diverse range of casualty classes. The Company works with clients all over the world, including multi-national, nationwide and regional carriers, as well as risk retention groups and captives. The Company also partners with managing general agents ("MGAs") and sponsor cover holders. The Company's underwriting focus is on proportional transactions covering all major commercial casualty lines, as well professional liability with an emphasis on specialty niche classes of business, including personal lines.
Property - the Company works with leading global brokers as well as large national writers and regional companies. Underwriting is focused on providing critical catastrophe protection and worldwide coverage for natural perils, underwriting residential, commercial, and industrial risks in
Specialty - the Company's business encompasses a broad range of worldwide reinsurance coverages, including proportional and excess of loss, treaty and facultative. Specialty business lines in the Reinsurance segment include Aviation & Space, Marine & Energy and Credit.
Insurance & Services
Through the Insurance & Services segment, the Company underwrites primary insurance in a number of sectors. The Insurance & Services segment includes Accident & Health, Casualty, and Specialty.
Accident and Health ("A&H") - the Company provides flexible insurance products to meet the risk management needs of diverse populations in select markets. This includes employer groups, associations, affinity groups, higher education and other niche markets. The Company also owns 100% of IMG and Armada, who receive fees for services provided within Insurance & Services and to third parties. IMG offers a full line of international medical insurance products, trip cancellation
7
programs, medical management services and 24/7 emergency medical and travel assistance. Armada operates as a supplemental medical insurance MGA.
Property & Casualty - the Company is a leading carrier for program administrators and managing general agents. The majority of its insurance business is written through partners in the property and casualty space, covering professional liability, workers' compensation, and commercial auto lines in
Specialty - the Company's business encompasses a broad range of worldwide insurance coverages. Specialty business lines in the Insurance & Services segment include Aviation & Space, Marine & Energy, Credit and Mortgage.
Management uses segment income (loss) as the primary basis for assessing segment performance. Segment income (loss) is comprised of two components, underwriting income (loss) and net services income (loss). The Company calculates underwriting income (loss) by subtracting loss and loss adjustment expenses incurred, net, acquisition costs, net, and other underwriting expenses from net premiums earned. Net services income (loss) consists of services revenues (fee for service revenue), services expenses, and services non-controlling (income) loss. This definition of segment income (loss) aligns with how business performance is managed and monitored. We continue to evaluate our segments as our business evolves and may further refine our segments and segment income (loss) measures. Certain items are presented in a different manner for segment reporting purposes than in the consolidated statements of income. These items are reconciled to the consolidated presentation in the segment measure reclass column below. Included in Insurance & Services segment income (loss) are services noncontrolling loss (income) attributable to minority shareholders on non-wholly-owned subsidiaries. In addition, services revenues and services expenses are reconciled to other revenues and net corporate and other expenses, respectively.
Segment results are shown prior to corporate eliminations. Corporate eliminations are included in the elimination column below as necessary to reconcile to underwriting income (loss), net services income (loss), and segment income (loss) to the consolidated statements of income.
Corporate includes the results of all runoff business, which represents certain classes of business that we no longer actively underwrite, including the effect of the Restructuring Plan and certain reinsurance contracts that have interest crediting features. Corporate results also include asbestos and environmental and other latent liability exposures on a gross basis, which have mostly been ceded, as well as specific workers' compensation and cyber programs which the Company no longer writes. In addition, revenue and expenses managed at the corporate level, including realized gains (losses), other investment income, including gains (losses) from strategic investments, net realized and unrealized investment gains (losses) from related party investment funds, non services-related other revenues, non services-related net corporate and other expenses, intangible asset amortization, interest expense, foreign exchange (gains) losses and income tax (expense) benefit are reported within Corporate. The CEO does not manage segment results or allocate resources to segments when considering these items and they are therefore excluded from our definition of segment income (loss).
8
Attachments
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Remuneration Policy 02.05.2024
Report of the Management Board on authorized capital 02.05.2024
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