Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
INDEX OF CONSOLIDATED FINANCIAL STATEMENTS
Page
Audited Financial Statements
Report of Independent Registered Public Accounting Firm ( KPMG LLP , Richmond, Virginia , Auditor Firm ID: 185 )
122
Consolidated Balance Sheets as of December 31, 202 1 and 2 02 0
124
Consolidated Statements of Income for the years ended December 31, 2 021 , 2020 and 2019
125
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019
126
Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019
127
Consolidated Statements of Cash Flows for the years ended December 31, 2021 , 2020 and 2019
128
Notes to the Consolidated Financial Statements
129
Supplemental Schedules:
Supplemental Schedule I, Su mm ary of Invest ments - Other than Investments in Related Parties
169
Supplemental Schedule I I , Fina ncial Statements of Enact Holdings, Inc. (Parent Company O nl y)
170
121
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Enact Holdings, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Enact Holdings, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Loss reserves
As described in Notes 2 and 5 to the consolidated financial statements, the Company estimates the liabilities for losses on insured mortgage loans (loss reserves) by estimating the number of loans in their inventory of delinquent loans that will result in a claim payment, which is referred to as the claim rate, and further estimating the amount of the claim payment, which is referred to as claim severity. The estimates are determined using a factor-based approach, in which assumptions of claim rates for loans in default and the average amount paid for loans that result in a claim are calculated using traditional actuarial techniques. The Company’s loss reserves were $641 million as of December 31, 2021.
122
We identified the assessment of the valuation of loss reserves to be a critical audit matter. The claim severity and claim rate assumptions used to develop reserves were inherently uncertain and involved significant management judgment, which required especially subjective auditor judgment. Additionally, the audit effort to assess the valuation of loss reserves required the involvement of professionals with specialized knowledge and experience.
The following are the primary procedures we performed to address the critical audit matter. We evaluated, with the assistance of actuarial professionals, the design and tested the operating effectiveness of certain internal controls related to the valuation of loss reserves. This included controls related to the review and approval of the claim severity and claim rate reserve factors used in the estimate for loss reserves. We involved actuarial professionals with specialized knowledge and experience, who assisted in:
• Assessing the Company’s reserving methodology by comparing to accepted actuarial methodologies; and
• Developing an independent estimate and range for a portion of the loss reserves, using the Company’s underlying historical claims and delinquency data and independently developed models and assumptions and assessing the position in the range and the year-over-year movements of the Company’s recorded loss reserves within the developed independent range.
/s/ KPMG LLP
We have served as the Company’s auditor since 2019.
Raleigh, North Carolina
February 28, 2022
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ENACT HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
(Amounts in thousands, except par value per share amount) 2021 2020
Assets
Fixed maturity securities available-for-sale, at fair value (amortized cost $ 5,160,174 and $ 4,781,916 at December 31, 2021 and 2020, respectively)
$ 5,266,339 $ 5,046,596
Cash and cash equivalents 425,828 452,794
Accrued investment income 31,061 29,210
Deferred acquisition costs 27,220 28,872
Premiums receivable (net of allowance for credit losses of $ 893 as of December 31, 2021)
42,266 46,464
Other assets 73,059 48,774
Total assets
$ 5,865,773 $ 5,652,710
Liabilities and equity
Liabilities:
Loss reserves $ 641,325 $ 555,679
Unearned premiums 246,319 306,945
Other liabilities 130,604 133,302
Long-term borrowings 740,416 738,162
Deferred tax liability 1,586 36,811
Total liabilities
$ 1,760,250 $ 1,770,899
Equity:
Common stock, $ 0.01 par value; 600,000 shares authorized; 162,840 shares issued and outstanding
$ 1,628 $ 1,628
Additional paid-in capital 2,371,861 2,368,699
Accumulated other comprehensive income 83,581 208,378
Retained earnings 1,648,453 1,303,106
Total equity
$ 4,105,523 $ 3,881,811
Total liabilities and equity
$ 5,865,773 $ 5,652,710
See Notes to Consolidated Financial Statements
124
ENACT HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
Years ended
December 31,
(Amounts in thousands, except per share amounts) 2021 2020 2019
Revenues:
Premiums $ 974,949 $ 971,365 $ 856,976
Net investment income 141,189 132,843 116,927
Net investment gains (losses) ( 2,124 ) ( 3,324 ) 718
Other income 3,841 5,575 4,232
Total revenues
1,117,855 1,106,459 978,853
Losses and expenses:
Losses incurred 125,473 379,834 49,850
Acquisition and operating expenses, net of deferrals 231,453 215,024 195,768
Amortization of deferred acquisition costs and intangibles 14,704 20,939 15,065
Interest expense 51,009 18,244 —
Total losses and expenses
422,639 634,041 260,683
Income before income taxes and change in fair value of unconsolidated affiliate
695,216 472,418 718,170
Provision for income taxes 148,531 101,997 155,832
Income before change in fair value of unconsolidated affiliate
546,685 370,421 562,338
Change in fair value of unconsolidated affiliate, net of tax — — 115,290
Net income
$ 546,685 $ 370,421 $ 677,628
Net income per common share:
Basic $ 3.36 $ 2.27 $ 4.16
Diluted $ 3.36 $ 2.27 $ 4.16
Weighted average common shares outstanding:
Basic 162,840 162,840 162,840
Diluted 162,879 162,840 162,840
See Notes to Consolidated Financial Statements
125
ENACT HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years ended
December 31,
(Amounts in thousands) 2021 2020 2019
Net income $ 546,685 $ 370,421 $ 677,628
Other comprehensive income, net of taxes:
Net unrealized gains (losses) on securities ( 125,071 ) 114,947 119,953
Foreign currency translation ( 7 ) — —
Other comprehensive income ( 125,078 ) 114,947 119,953
Total comprehensive income $ 421,607 $ 485,368 $ 797,581
See Notes to Consolidated Financial Statements
126
ENACT HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands) Common
stock Additional
paid-in
capital Accumulated
other
comprehensive
income (loss) Retained
earnings Total
equity
Balance December 31, 2018
$ 1,628 $ 2,356,223 $ ( 26,522 ) $ 942,410 $ 3,273,739
Comprehensive income:
Net income — — — 677,628 677,628
Other comprehensive income, net of taxes — — 119,953 — 119,953
Dividends to Genworth — — — ( 250,000 ) ( 250,000 )
Capital contributions from Genworth — 5,755 — — 5,755
Balance December 31, 2019
$ 1,628 $ 2,361,978 $ 93,431 $ 1,370,038 $ 3,827,075
Comprehensive income:
Net income — — — 370,421 370,421
Other comprehensive income, net of taxes — — 114,947 — 114,947
Dividends to Genworth — — — ( 437,353 ) ( 437,353 )
Capital contributions from Genworth — 6,721 — — 6,721
Balance December 31, 2020
$ 1,628 $ 2,368,699 $ 208,378 $ 1,303,106 $ 3,881,811
Cumulative effect of change in accounting, net of taxes — — 281 ( 281 ) —
Comprehensive income:
Net income — — — 546,685 546,685
Other comprehensive income, net of taxes — — ( 125,078 ) — ( 125,078 )
Stock-based compensation expense and exercises and other — 2,259 — ( 763 ) 1,496
Dividends — — — ( 200,294 ) ( 200,294 )
Capital contributions from Genworth — 903 — — 903
Balance December 31, 2021
$ 1,628 $ 2,371,861 $ 83,581 $ 1,648,453 $ 4,105,523
See Notes to Consolidated Financial Statements
127
ENACT HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
(Amounts in thousands) 2021 2020 2019
Cash flows from operating activities:
Net income $ 546,685 $ 370,421 $ 677,628
Adjustments to reconcile net income to net cash provided by operating activities:
Net (gains) losses on investments 2,124 3,324 ( 718 )
Amortization of fixed maturity securities discounts and premiums ( 8,490 ) ( 5,354 ) ( 2,594 )
Amortization of deferred acquisition costs and intangibles 14,704 20,939 15,065
Acquisition costs deferred ( 7,266 ) ( 12,722 ) ( 10,618 )
Deferred income taxes ( 1,424 ) 11,133 56,731
Change in fair value of investment in unconsolidated affiliate, excluding cash dividend — — ( 85,491 )
Stock-based compensation expense 1,496 — —
Amortization of debt issuance costs 2,254 — —
Other 907 6,720 6,220
Change in certain assets and liabilities:
Accrued investment income ( 1,851 ) ( 5,051 ) ( 2,237 )
Premiums receivable 4,198 ( 5,303 ) ( 1,155 )
Other assets ( 7,312 ) 5,031 ( 31,599 )
Loss reserves 85,646 320,617 ( 62,817 )
Unearned premiums ( 60,626 ) ( 76,513 ) ( 38,330 )
Other liabilities 1,072 71,108 ( 20,065 )
Net cash provided by operating activities 572,117 704,350 500,020
Cash flows from investing activities:
Purchases of fixed maturity securities available-for-sale ( 1,583,244 ) ( 1,942,464 ) ( 951,281 )
Purchase of equity interest ( 27,304 ) — —
Proceeds from sales of fixed maturity securities available-for-sale 498,811 278,482 257,710
Maturities of fixed maturity securities available-for-sale 712,955 527,070 359,311
Proceeds from sale of investment in unconsolidated affiliate — — 510,247
Net cash provided by (used in) investing activities ( 398,782 ) ( 1,136,912 ) 175,987
Cash flows from financing activities:
Proceeds from the issuance of long-term debt — 737,651 —
Dividends paid ( 200,294 ) ( 437,353 ) ( 250,000 )
Net cash provided by (used in) financing activities ( 200,294 ) 300,298 ( 250,000 )
Effect of exchange rate changes on cash and cash equivalents ( 7 ) — —
Net (decrease) increase in cash and cash equivalents ( 26,966 ) ( 132,264 ) 426,007
Cash and cash equivalents at beginning of year 452,794 585,058 159,051
Cash and cash equivalents at end of year $ 425,828 $ 452,794 $ 585,058
Supplementary disclosure of cash flow information:
Non-cash contributions of capital from Genworth $ — $ 6,721 $ 5,755
Income taxes paid $ 145,951 $ 56,994 $ 166,481
Interest paid $ 47,938 $ — $ —
See Notes to Consolidated Financial Statements
128
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
(1) Nature of business and organization structure
Nature of Business
Enact Holdings, Inc. (“EHI,” together with its subsidiaries, the “Company,” “we,” “us,” or “our”) (formerly known as Genworth Mortgage Holdings, Inc.) was a wholly owned subsidiary of Genworth Financial, Inc. (“Genworth” or “Parent”) since EHI’s incorporation in Delaware in 2012. On May 3, 2021, EHI amended its certificate of incorporation to change its name from Genworth Mortgage Holdings, Inc. This amendment also authorized EHI to issue 600,000,000 shares of common stock, each having a par value of $ 0.01 per share. Concurrently, we entered into a share exchange agreement with Genworth Holdings, Inc. (“Genworth Holdings”), pursuant to which Genworth Holdings exchanged the 100 shares of our common stock owned by it, representing all of our issued and outstanding capital stock, for 162,840,000 newly-issued shares of common stock, par value $ 0.01 , of EHI. All of the share and per share information presented in the consolidated financial statements, notes to the consolidated financial statements and supplemental schedules to the financial statements has been adjusted to reflect the share exchange on a retroactive basis for all periods and as of all dates presented.
On November 29, 2019, Genworth completed a holding company reorganization whereby Genworth contributed 100% of the issued and outstanding voting securities of the Company to Genworth Holdings. Post-contribution, we were a direct, wholly owned subsidiary of Genworth Holdings, and Genworth Holdings is still a direct, wholly owned subsidiary of Genworth.
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.
On September 15, 2021, we priced our initial public offering (“IPO”) of common stock, which resulted in the issuance and sale of 13,310,400 shares of common stock at the IPO price of $ 19.00 per common share. All shares were offered by the selling stockholder, our parent company, Genworth Holdings. In addition to the shares sold in the IPO, 14,655,600 common shares were sold in a concurrent private sale (“Private Sale”) at a price per share of $ 17.86 , which is equal to the IPO price less the underwriting discount share. Genworth Holdings also granted the underwriters a 30-day option to purchase up to an additional 1,996,560 common shares (“Over-Allotment Option”) at the IPO price less the underwriting discount. On September 16, 2021, the underwriters exercised their option to purchase all 1,996,560 common shares permitted under the terms of the underwriting agreement. The IPO, Private Sale and Over-Allotment Option (collectively the “Offering”) closed on September 20, 2021, and Genworth Holdings retained all net proceeds from the Offering. The gross proceeds of the Offering, before payment of underwriter fees and other expenses, were approximately $ 553 million. Costs directly related to the Offering, including underwriting fees and other expenses, were approximately $ 24 million.
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 operate our business through our primary insurance subsidiary, Genworth Mortgage Insurance Corporation (“GMICO”), with operations in all 50 states and the District of Columbia. GMICO 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.”
129
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
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 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 consolidated financial statements.
On July 20, 2020, Genworth reached a settlement agreement with AXA S.A. (“AXA”) regarding a dispute over payment protection insurance mis-selling claims sold by Genworth’s former lifestyle protection insurance business that was acquired by AXA in 2015. As part of the settlement agreement, Genworth issued a secured promissory note agreeing to pay AXA in two installments in 2022. Under the terms of the secured promissory note, as amended, Genworth pledged as collateral to AXA a 19.9 % security interest in our outstanding common stock. On March 3, 2021, Genworth repaid the first installment payment originally due to AXA in June 2022 and a portion of the second installment payment due to AXA in September 2022 from cash proceeds received from the sale of Genworth Mortgage Insurance Australia Limited. On September 21, 2021, Genworth used a portion of the net proceeds from our IPO to repay the remaining outstanding balance of the secured promissory note of approximately £ 215 million ($ 296 million), excluding future claims still being processed. Following the full repayment of the secured promissory note, AXA released its 19.9 % security interest in our outstanding common shares.
(2) Summary of significant accounting policies
Basis of Presentation
Our consolidated financial statements have been prepared on the basis of United States 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. Certain prior year amounts have been reclassified to conform to the current year presentation. Potential impacts, risks and uncertainties of the coronavirus pandemic (“COVID-19”) may include declines in investment valuations and impairments, deferred acquisition cost (“DAC”) or intangible assets impairments or the acceleration of amortization, deferred tax recoverability and increases to loss reserves, among other matters.
Our consolidated financial statements have been prepared on a standalone basis and were derived from the consolidated financial statements and accounting records of Genworth. The consolidated financial statements include the accounts of EHI, its subsidiaries and those entities required to be consolidated under the applicable accounting standards. All intercompany transactions and balances have been eliminated.
The consolidated financial statements include allocations of certain Genworth expenses. The allocated expenses relate to various services that have historically been provided to us by Genworth, including investment management, information technology services and administrative services (such as finance, human resources, employee benefit administration and legal). These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of equity, proportional effort or other relevant measures. Expenses allocated to us are not necessarily representative of the amounts that would have been incurred had we operated independently of Genworth. See Note 11 for further information regarding the allocation of Genworth expenses.
Premiums
For monthly insurance contracts, we report premiums as revenue over the period that coverage is provided. For single premium mortgage insurance contracts, we report premiums over the estimated policy life in accordance with the expected pattern of risk emergence as further described in our
130
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
accounting policy for unearned premiums. In addition, we refund post-delinquent premiums received to the insured party if the delinquent loan goes to claim. We record a liability for premiums received on the delinquent loans consistent with our expectations of ultimate claim rates.
Net Investment Income and Net Investment Gains and Losses
Investment income is recognized when earned. Income or loss upon call or prepayment of available-for-sale fixed maturity securities is recognized in net investment income, except for hybrid securities where the income or loss upon call is recognized in net investment gains and losses. Investment gains and losses are calculated on the basis of specific identification on the trade date.
Investment income on asset-backed securities is initially based upon yield, cash flow and prepayment assumptions at the date of purchase. Subsequent revisions in those assumptions are recorded using the retrospective or prospective method. Under the retrospective method used for asset-backed securities of high credit quality (ratings equal to or greater than “AA” or that are backed by a U.S. agency) which cannot be contractually prepaid in such a manner that we would not recover a substantial portion of the initial investment, amortized cost of the security is adjusted to the amount that would have existed had the revised assumptions been in place at the date of purchase. The adjustments to amortized cost are recorded as a charge or credit to net investment income. Under the prospective method, which is used for all other asset-backed securities, future cash flows are estimated, and interest income is recognized going forward using the new internal rate of return .
Other Income
Other income primarily includes underwriting fee revenue and other revenue. Underwriting fee revenue is earned for underwriting services provided on a per-unit or per-diem basis, as defined in the underwriting agreements. Underwriting fee revenue is recognized at the point in time when the service obligation is satisfied.
Investments
Our investment portfolio is managed by Genworth. We conduct the purchases, sales and related investment management decisions with the advice of Genworth. As part of these services, we are charged an investment management fee, as agreed between both parties. These fees are charged to investment expense and are included in net investment income in the consolidated statements of income. Refer to Note 11 for further details.
Fixed maturity securities classified as available-for-sale are reported in our consolidated balance sheets at fair value. Our portfolio of fixed maturity securities comprises primarily investment grade securities. Changes in the fair value of available-for-sale fixed maturity securities, net of deferred income taxes, are reflected as unrealized investment gains or losses in a separate component of accumulated other comprehensive income (“OCI”).
Allowance for Credit Losses and Impairments on Available-For-Sale Securities
On January 1, 2021, we adopted new accounting guidance related to accounting for credit losses on financial instruments. The guidance requires entities to recognize an allowance equal to its estimate of lifetime expected credit losses and applies to most debt instruments not measured at fair value.
The new guidance retains most of the existing impairment guidance for available-for-sale fixed maturity securities but amends the presentation of credit losses to be presented as an allowance as opposed to a write-down and permits the reversal of credit losses when reassessing changes in the credit losses each reporting period. Available-for-sale fixed maturity securities in an unrealized loss position are evaluated to determine whether the decline in fair value is related to credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency/agencies and adverse conditions specifically
131
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
related to the security, among other factors. If a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Estimating the cash flows expected to be collected is a quantitative and qualitative process that incorporates information received from third-party sources along with internal assumptions and judgments. When developing the estimate of cash flows expected to be collected, we utilize an analytical model that provides for various loss scenarios and consider the industry sector, current levels of subordination, geographic location and other relevant characteristics of the security or underlying assets, as well as reasonable and supportable forecasts. Losses are written off against the allowance when deemed uncollectible or when we intend to sell or expect we will be required to sell a security prior to recovering our amortized cost. We exclude accrued interest related to available-for-sale fixed maturity securities from the estimate of allowance for credit losses. Accrued interest is included in accrued investment income in our condensed consolidated balance sheet. We do not measure an allowance for credit losses related to accrued interest as uncollectible accrued interest related to our available-for-sale fixed maturity securities is written off after 90 days and once collectability is determined to be uncertain and not probable. Amounts written off related to accrued interest are recorded as a credit loss expense included in net investment gains (losses). We adopted the guidance related to our available-for-sale fixed maturity securities using the modified retrospective method, which did not have a significant impact on our consolidated financial statements.
Prior to the adoption of new accounting guidance related to credit losses on financial instruments on January 1, 2021, we evaluated securities in an unrealized loss position for other-than-temporary impairment as of each balance sheet date. For debt securities, we considered all available information relevant to the collectability of the security, including information about past events, current conditions, and reasonable and supportable forecasts, when developing the estimate of cash flows expected to be collected. More specifically for asset-backed securities, we also utilized performance indicators of the underlying assets including default or delinquency rates, loan to collateral value ratios, third-party credit enhancements, current levels of subordination, vintage and other relevant characteristics of the security or underlying assets to develop our estimate of cash flows. Estimating the cash flows expected to be collected was a quantitative and qualitative process that incorporates information received from third-party sources along with certain internal assumptions and judgments regarding the future performance of the underlying collateral. Where possible, this data is benchmarked against third-party sources.
We recognized other-than-temporary impairments on debt securities in an unrealized loss position when one of the following circumstances existed:
• we did not expect full recovery of our amortized cost basis when due,
• the present value of cash flows expected to be collected was less than our amortized cost basis,
• we intended to sell a security, or
• it was more likely than not that we would be required to sell a security prior to recovery.
Total other-than-temporary impairments that emerged in the period were calculated as the difference between the amortized cost and fair value. For other-than-temporarily impaired securities where we did not intend to sell the security and it was not more likely than not that we would be required to sell the security prior to recovery, total other-than-temporary impairments were adjusted by the portion of other-than-temporary impairments recognized in OCI (“non-credit”). Net other-than-temporary impairments recorded in net income (loss) represented the credit loss on the other-than-temporarily impaired securities with the offset recognized as an adjustment to the amortized cost to determine the new amortized cost basis of the securities.
For securities that were deemed to be other-than-temporarily impaired and a non-credit loss was recorded in OCI, the amount recorded as an unrealized gain (loss) represented the difference between
132
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
the current fair value and the new amortized cost for each period presented. The unrealized gain (loss) on an other-than-temporarily impaired security was recorded as a separate component in OCI until the security was sold or until we recorded an other-than-temporary impairment where we intended to sell the security or were be required to sell the security prior to recovery.
To estimate the amount of other-than-temporary impairment attributed to credit losses on debt securities where we did not intend to sell the security and it was not more likely than not that we would be required to sell the security prior to recovery, we determined our best estimate of the present value of the cash flows expected to be collected from a security using the effective yield on the security prior to recording any other-than-temporary impairment. If the present value of the discounted cash flows was lower than the amortized cost of the security, the difference between the present value and amortized cost represented the credit loss associated with the security with the remaining difference between fair value and amortized cost recorded as a non-credit other-than-temporary impairment in OCI.
While the other-than-temporary impairment model for debt securities generally included fixed maturity securities, there were certain hybrid securities that are classified as fixed maturity securities where the application of a debt impairment model depended on whether there has been any evidence of deterioration in credit of the issuer, such as a downgrade to below investment grade. Under certain circumstances, evidence of deterioration in credit of the issuer may have resulted in the application of the equity securities impairment model where we recognized an impairment charge in the period in which we determined that the security would not recover to book value within a reasonable period of time. We determined what constitutes a reasonable period on a security-by-security basis based upon consideration of all the evidence available to us, including the magnitude of an unrealized loss and its duration. In any event, this period did not exceed 15 months. We measured other-than-temporary impairments based upon the difference between the amortized cost of a security and its fair value.
Equity Method Investments
Investments in which we are deemed to exert significant influence, but not control, are accounted for using the equity method of accounting except in cases where the fair value option has been elected. For such investments where we have elected the fair value option, the election is irrevocable and is applied on an investment by investment basis at initial recognition. The change in fair value of such investments is included within change in fair value of unconsolidated affiliate in the consolidated statements of income. Equity method investments not carried at fair value, which are not material as of December 31, 2021, are recorded in other assets on the consolidated balance sheets with their related income recorded within other income in the consolidated statements of income. See Note 3 for details.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We have fixed maturity securities, which are carried at fair value, and previously had an investment in an unconsolidated affiliate for which the fair value option had been elected.
Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
All assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
• Level 1—Quoted prices for identical instruments in active markets.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
• Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations for which inputs are observable or where those significant value drivers are observable.
• Level 3—Instruments for which significant value drivers are unobservable.
Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as equity securities and actively traded mutual fund investments.
Level 2 includes those financial instruments that are valued using industry-standard pricing methodologies, models or other valuation methodologies. These models are primarily industry-standard models that consider various inputs, such as interest rate, credit spread and foreign exchange rates for the underlying financial instruments. All significant inputs are observable, or derived from observable, information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category primarily include: certain public and private corporate fixed maturity securities; government or agency securities; and certain asset-backed securities.
Level 3 comprises financial instruments whose fair value is estimated based on industry-standard pricing methodologies and internally developed models utilizing significant inputs not based on, nor corroborated by, readily available market information. In certain instances, this category may also utilize non-binding broker quotes. This category primarily consists of certain less liquid fixed maturity securities where we cannot corroborate the significant valuation inputs with market observable data.
As of each reporting period, all assets and liabilities recorded at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability, such as the relative impact on the fair value as a result of including a particular input. We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. See Note 4 for additional information related to fair value measurements.
Cash and Cash Equivalents
Certificates of deposit, money market funds and other highly liquid investments with original maturities of three months or less are considered cash equivalents in the consolidated balance sheets and consolidated statements of cash flows. Items with maturities greater than three months but less than one year at the time of acquisition are generally considered short-term investments.
Accrued Investment Income
Accrued investment income consists primarily of interest. Interest is recognized on an accrual basis, and dividends are recorded as earned on the ex-dividend date. Interest income is not recorded on fixed maturity securities in default and fixed maturity securities delinquent more than 90 days or where collection of interest is improbable.
Deferred Acquisition Costs
Acquisition costs include costs that are directly related to the successful acquisition of new insurance contracts. Acquisition costs are deferred and amortized to the extent they are recoverable from future profits. Acquisition costs primarily consist of underwriting costs and are amortized in proportion to estimated gross profit. Judgment is used in evaluating these estimates and the assumptions upon which they are based. The use of different assumptions may have a significant effect on the amortization of deferred acquisition costs.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
Deferred acquisition costs were $ 27.2 million and $ 28.9 million as of December 31, 2021 and 2020, respectively. Amortization of DAC was $ 14.7 million, $ 14.2 million and $ 8.4 million for the years ended December 31, 2021, 2020 and 2019, respectively, and was included within amortization of deferred acquisition costs and intangibles in the consolidated statements of income.
Premium Deficiency Reserves (“PDR”)
Premium deficiency reserves are established, if necessary, when the present value of expected future losses and expenses exceeds the present value of expected future premium and already established reserves. The discount rate used in the calculation is based upon our pretax investment yield. We do not utilize anticipated investment income on our assets when evaluating the need for a PDR. The calculation of premium deficiency reserves requires the use of significant judgments and estimates to determine the present value of future premium and present value of expected losses and expenses in our business. The differences between the actual results and our estimates could vary materially. We completed a PDR analysis as of December 31, 2021 and 2020, and determined that no PDR was required.
Reinsurance
Premium revenue, benefits and acquisition and operating expenses, net of deferrals, are reported net of the amounts relating to reinsurance ceded to other companies. The cost of reinsurance is accounted for over the terms of the related treaties using assumptions consistent with those used to account for the underlying reinsured policies. See Note 6 for details.
Loss Reserves
Loss reserves represent the amount needed to provide for the estimated ultimate cost of settling claims relating to insured events that have occurred on or before the end of the respective reporting period. The estimated liability includes requirements for future payments of: (a) losses that have been reported to the insurer; (b) losses related to insured events that have occurred but that have not been reported to the insurer as of the date the liability is estimated; and (c) loss adjustment expenses (“LAE”). Loss adjustment expenses include costs incurred in the claim settlement process such as legal fees and costs to record, process and adjust claims. Consistent with U.S. GAAP and industry accounting practices, we do not establish loss reserves for future claims on insured loans that are not in default or believed to be in default.
Estimates and actuarial assumptions used for establishing loss reserves involve the exercise of significant judgment, and changes in assumptions or deviations of actual experience from assumptions can have material impacts on our loss reserves and net income (loss). Because these assumptions relate to factors that are not known in advance, change over time, are difficult to accurately predict and are inherently uncertain, we cannot determine with precision the ultimate amounts we will pay for actual claims or the timing of those payments. The sources of uncertainty affecting the estimates are numerous and include factors internal and external to us. Internal factors include, but are not limited to, changes in the mix of exposures, loss mitigation activities and claim settlement practices. Significant external influences include changes in home prices, unemployment, government housing policies, state foreclosure timeline, general economic conditions, interest rates, tax policy, credit availability and mortgage products. Small changes in assumptions or small deviations of actual experience from assumptions can have, and in the past have had, material impacts on our reserves, results of operations and financial condition.
We establish reserves to recognize the estimated liability for losses and LAE related to defaults on insured mortgage loans. Loss reserves are established by estimating the number of loans in our inventory of delinquent loans that will result in a claim payment, which is referred to as the claim rate, and further estimating the amount of the claim payment, which is referred to as claim severity. The estimates are determined using a factor-based approach, in which assumptions of claim rates for loans in default and the average amount paid for loans that result in a claim are calculated using traditional actuarial techniques. Over time, as the status of the underlying delinquent loans moves toward foreclosure and the
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
likelihood of the associated claim loss increases, the amount of the loss reserves associated with the potential claims may also increase.
Management monitors actual experience, and where circumstances warrant, will revise its assumptions. Our liability for loss reserves is reviewed regularly, with changes in our estimates of future claims recorded through net income. Estimation of losses are based on historical claim and cure experience and covered exposures and is inherently judgmental. Future developments may result in losses greater or less than the liability for loss reserves provided.
Unearned Premiums
Premiums written on single premium policies and annual premium policies are initially deferred as unearned premium reserve and earned over the policy life. A portion of the revenue from single premium policies is recognized in premiums earned in the current period, and the remaining portion is deferred as unearned premiums and earned over the estimated expiration of risk of the policy. If single premium policies are cancelled and the premium is non-refundable, then the remaining unearned premium related to each cancelled policy is recognized to earned premiums upon notification of the cancellation. For borrower-paid mortgage insurance, coverage ceases at the earlier of prepayment, or when the original principal is amortized to a 78% loan-to-value ratio in accordance with the Homeowners Protection Act of 1998.
We periodically review our premium earnings recognition models with any adjustments to the estimates reflected as a cumulative adjustment on a retrospective basis in current period net income. These reviews include the consideration of recent and projected loss and policy cancellation experience, and adjustments to the estimated earnings patterns are made, if warranted. Our most recent review resulted in an increase in earned premiums of $ 13.7 million for the year ended December 31, 2019.
Share-Based Compensation
Certain of our employees participate in Genworth’s incentive plans, under which our employees may be granted share-based awards, including stock options. Compensation expense is recognized based on a grant date fair value, adjusted for expected forfeitures, through the income statement over the respective vesting period of the awards. See Note 10 for additional information related to share-based compensation.
Employee Benefit Plans
Our employees are provided a number of Genworth employee benefits. Genworth, as sponsor of these employee benefit plans, is ultimately responsible for maintenance of these plans in compliance with applicable laws. The plans are accounted for by Genworth in accordance with relevant accounting guidance. We account for these employee benefit plans as multiemployer benefit plans. Accordingly, we do not record an asset or liability to recognize the funded status of the employee benefit plans. Expenses related to employee benefits are included within acquisition and operating expenses, net of deferrals in the consolidated statements of income. See Note 9 for additional information related to employee benefits.
Income Taxes
We determine deferred tax assets and/or liabilities by multiplying the differences between the financial reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled if there is no change in law. The effect on deferred taxes of a change in tax rates is recognized in net income (loss) in the period that includes the enactment date. Valuation allowances on deferred tax assets are estimated based on our assessment of the realizability of such amounts.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
We have elected to participate in a single U.S. consolidated income tax return filing (the “Genworth consolidated return”). All Genworth companies domesticated in the United States are included in the Genworth consolidated return as allowed by the tax law and regulations. We have a tax sharing agreement in place and all intercompany balances related to this agreement are settled at least annually. Refer to Note 8 for further details.
Variable Interest Entities
We are involved in certain entities that are considered variable interest entities (“VIEs”) as defined under U.S. GAAP, and, accordingly, we evaluate the VIE to determine whether we are the primary beneficiary and are required to consolidate the assets and liabilities of the entity. The primary beneficiary of a VIE is the enterprise that has the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance and has the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. The determination of the primary beneficiary for a VIE can be complex and requires management judgment regarding the expected results of the entity and how those results are absorbed by variable interest holders, as well as which party has the power to direct activities that most significantly impact the performance of the VIEs.
Our involvement with VIEs consists of excess of loss reinsurance agreements with special purpose insurers domiciled in Bermuda. These entities finance the reinsurance coverage by issuing mortgage insurance-linked notes to unaffiliated investors. The assets of the VIEs are deposited in reinsurance trusts for our benefit that will be the source of reinsurance claim payments. Our involvement with these VIEs does not result in the unilateral power to direct the activities that most significantly affect the VIEs’ economic performance or result in the obligation to absorb losses or the right to receive benefits. Accordingly, consolidation of the VIEs is not required. See Note 6 f or details.
Leases
Our leased assets are classified as operating leases and consist of office space in two locations in the United States. Lease payments included in the calculation of our lease liability include fixed amounts contained within each rental agreement and variable lease payments that are based upon an index or rate. We have elected to combine lease and non-lease components, as permitted under the accounting guidance, and as a result, non-lease components are included in the calculation of our lease liability as opposed to being separated and accounted for as consideration under revenue recognition accounting. The right-of-use asset and the lease liability are included in other assets and other liabilities, respectively. Our remaining lease terms ranged from less than 1 years to 6 years and had a weighted-average remaining lease term of 6.0 years and 7.0 years as of December 31, 2021, and 2020, respectively. The implicit rate of our lease agreements was not readily determinable; therefore, we utilized our incremental borrowing rate to discount future lease payments. The weighted-average discount rate was 7.1 % as of December 31, 2021 and 2020.
Accounting Pronouncements Adopted
Credit Losses
On January 1, 2021, we early adopted new accounting guidance related to accounting for credit losses on financial instruments. The guidance requires entities to recognize an allowance equal to its estimate of lifetime expected credit losses and applies to most debt instruments not measured at fair value.
Discussion of adoption of this guidance in relation to our portfolio of fixed maturity securities is included in the discussion of the allowance for credit losses and impairments of available for sale securities, above.
The new guidance further requires that expected credit losses on premiums receivable are measured in accordance with the credit loss requirements for financial instruments measured at amortized cost. Due
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
to the short-term nature of our premiums receivable, we consider lifetime expected credit losses on premiums receivable to be consistent with our current allowance and as a result the new accounting guidance did not have an impact on premiums receivable upon adoption. The allowance for credit losses on premiums receivable is not material.
The new guidance also requires the recognition of an allowance for expected credit losses as a liability in our consolidated balance sheet for off-balance sheet credit exposures, including private placement investments. We adopted the guidance related to our off-balance sheet credit exposures using the modified retrospective method, which did not have an impact on our consolidated financial statements.
Fair Value Disclosures
On January 1, 2020, we adopted new accounting guidance related to fair value disclosure requirements as part of the FASB’s disclosure framework project. The guidance adds, eliminates and modifies certain disclosure requirements for fair value measurements. The guidance includes new disclosure requirements related to changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements. We adopted this new accounting guidance using the prospective method for disclosures related to changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period, the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty and the retrospective method for all other disclosures. This accounting guidance did not impact our consolidated financial statements but impacted our fair value disclosures.
Reference Rate Reform
In March 2020 and January 2021, the FASB issued new accounting guidance related to reference rate reform, which was effective for us on January 1, 2020. The guidance provides temporary guidance to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform, which includes the transition away from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. This new guidance provides optional practical expedients and exceptions for applying generally accepted accounting principles to investments, derivatives or other transactions affected by reference rate reform. In addition to the optional practical expedients, the guidance includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. We adopted this guidance prospectively and it did not have a significant impact on our consolidated financial statements or disclosures. However, the amendments in this guidance may be elected over time through December 31, 2022, as reference rate reform activities occur and therefore, this guidance may impact our procedures as we implement measures to transition away from LIBOR.
Income Taxes
In December 2019, the FASB issued new accounting guidance related to simplifying the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. We early adopted this new accounting guidance on January 1, 2021, using the retrospective method or modified retrospective method for certain changes and prospective method for all other changes, which did not have a significant impact on our consolidated financial statements and disclosures.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
Accounting Pronouncements Not Yet Adopted
No significant new pronouncements.
(3) Investments
Net Investment Income
Sources of net investment income were as follows for the year ended December 31:
(Amounts in thousands) 2021 2020 2019
Fixed maturity securities available-for-sale $ 146,587 $ 136,143 $ 117,407
Cash and cash equivalents 74 2,180 3,881
Gross investment income before expenses and fees 146,661 138,323 121,288
Investment expenses and fees ( 5,472 ) ( 5,480 ) ( 4,361 )
Net investment income $ 141,189 $ 132,843 $ 116,927
Net Investment Gains (Losses)
The following table sets forth net investment gains (losses) for the years ended December 31:
(Amounts in thousands) 2021 2020 2019
Fixed maturity securities available-for-sale:
Gross realized gains $ 2,077 $ 1,884 $ 1,270
Gross realized losses ( 1,871 ) ( 3,478 ) ( 552 )
Net realized gains (losses) 206 ( 1,594 ) 718
Other-than-temporary impairments — ( 1,730 ) —
Change in allowance for credit losses on fixed maturity securities ( 2,330 ) — —
Net investment gains (losses) $ ( 2,124 ) $ ( 3,324 ) $ 718
Unrealized Investment Gains and Losses
Net unrealized gains and losses on available-for-sale securities reflected as a separate component of accumulated other comprehensive income (loss) were as follows as of December 31:
(Amounts in thousands) 2021 2020 2019
Net unrealized gains (losses) on investment securities:
Fixed maturity securities $ 106,165 $ 264,680 $ 121,085
Income taxes ( 22,577 ) ( 56,302 ) ( 27,654 )
Net unrealized investment gains (losses) $ 83,588 $ 208,378 $ 93,431
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
The change in net unrealized gains (losses) on available-for-sale securities reported in accumulated other comprehensive income (loss) was as follows as of and for the years ended December 31:
(Amounts in thousands) 2021 2020 2019
Beginning balance $ 208,378 $ 93,431 $ ( 26,522 )
Cumulative effect of change in accounting, net of taxes 281 — —
Unrealized gains (losses) arising during the period:
Unrealized gains (losses) on investment securities ( 158,665 ) 140,253 153,062
Provision for income taxes 33,757 ( 27,946 ) ( 32,557 )
Change in unrealized gains (losses) on investment securities ( 124,908 ) 112,307 120,505
Reclassification adjustments to net investment (gains) losses, net of taxes of $ 43 , $( 702 ) and $ 147 , respectively
( 163 ) 2,640 ( 552 )
Change in net unrealized investment gains (losses) ( 125,071 ) 114,947 119,953
Ending balance $ 83,588 $ 208,378 $ 93,431
Amounts reclassified out of accumulated other comprehensive income (loss) 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
The amortized cost, gross unrealized gains (losses) and fair value of our fixed maturity securities classified as available-for-sale were as follows as of December 31:
(Amounts in thousands) 2021
Amortized
cost Gross unrealized Gains Gross unrealized losses Fair value
U.S. government, agencies and GSEs $ 56,547 $ 1,863 $ ( 2 ) $ 58,408
State and political subdivisions 531,927 10,982 ( 4,456 ) 538,453
Non-U.S. government 22,358 248 ( 190 ) 22,416
U.S. corporate 2,863,100 98,293 ( 16,090 ) 2,945,303
Non-U.S. corporate 652,503 17,556 ( 3,465 ) 666,594
Other asset-backed 1,033,739 6,989 ( 5,563 ) 1,035,165
Total fixed maturity securities available-for-sale $ 5,160,174 $ 135,931 $ ( 29,766 ) $ 5,266,339
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
(Amounts in thousands) 2020
Amortized
cost Gross unrealized Gains Gross unrealized losses Fair value
U.S. government, agencies and GSEs $ 134,215 $ 4,009 $ — $ 138,224
State and political subdivisions 172,631 14,749 ( 3 ) 187,377
Non-U.S. government 29,592 1,439 — 31,031
U.S. corporate 2,695,009 194,961 ( 1,345 ) 2,888,625
Non-U.S. corporate 578,295 32,251 ( 2,877 ) 607,669
Other asset-backed 1,172,174 21,830 ( 334 ) 1,193,670
Total fixed maturity securities available-for-sale $ 4,781,916 $ 269,239 $ ( 4,559 ) $ 5,046,596
Gross Unrealized Losses and Fair Values of Fixed Maturity Securities Available-For-Sale
The following tables present 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, 2021:
Less than 12 months 12 months or more Total
As of December 31, 2021
(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 $ 103 $ ( 2 ) 1 $ — $ — — $ 103 $ ( 2 ) 1
State and political subdivisions 255,202 ( 4,456 ) 47 — — — 255,202 ( 4,456 ) 47
Non-U.S. government 10,560 ( 190 ) 1 — 10,560 ( 190 ) 1
U.S. corporate 649,927 ( 14,300 ) 94 26,181 ( 1,790 ) 4 676,108 ( 16,090 ) 98
Non-U.S. corporate 183,485 ( 3,465 ) 28 — — 183,485 ( 3,465 ) 28
Other asset-backed 456,565 ( 5,549 ) 76 3,736 ( 14 ) 1 460,301 ( 5,563 ) 77
Total for fixed maturity securities in an unrealized loss position $ 1,555,842 $ ( 27,962 ) 247 $ 29,917 $ ( 1,804 ) 5 $ 1,585,759 $ ( 29,766 ) 252
We did not recognize any other-than-temporary impairments on securities in an unrealized loss position. Based on a qualitative and quantitative review of the issuers of the securities, we believe the decline in fair value is largely due to recent market volatility and is not indicative of other-than-temporary impairment. The issuers continue to make timely principal and interest payments.
For all securities in an unrealized loss position, 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.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
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, 2020:
Less than 12 months 12 months or more Total
As of December 31, 2020
(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 $ — $ — — $ — $ — — $ — $ — —
State and political subdivisions 4,717 ( 3 ) 2 — — — 4,717 ( 3 ) 2
Non-U.S. government — — — — — — — — —
U.S. corporate 44,296 ( 1,231 ) 8 2,886 ( 114 ) 1 47,182 ( 1,345 ) 9
Non-U.S. corporate 32,533 ( 2,877 ) 8 — — — 32,533 ( 2,877 ) 8
Other asset-backed 24,823 ( 60 ) 5 26,028 ( 274 ) 6 50,851 ( 334 ) 11
Total for fixed maturity securities in an unrealized loss position $ 106,369 $ ( 4,171 ) 23 $ 28,914 $ ( 388 ) 7 $ 135,283 $ ( 4,559 ) 30
Contractual Maturities of Fixed Maturity Securities Available-For-Sale
The scheduled maturity distribution of fixed maturity securities as of December 31, 2021, 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.
2021
(Amounts in thousands)
Amortized
cost Fair value
Due in one year or less $ 237,164 $ 240,048
Due after one year through five years 2,103,116 2,199,430
Due after five years through ten years 1,459,032 1,466,686
Due after ten years 327,123 325,010
Subtotal 4,126,435 4,231,174
Other asset-backed 1,033,739 1,035,165
Total fixed maturity securities available-for-sale $ 5,160,174 $ 5,266,339
As of December 31, 2021, securities issued by finance and insurance, consumer—non-cyclical and technology and communications industry groups represented approximately 29 %, 16 % and 13 %, respectively, of our domestic and foreign corporate fixed maturity securities portfolio. No other industry group comprised more than 10% of our investment portfolio.
As of December 31, 2021 and 2020, 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 December 31, 2021 and 2020, $ 22.9 million and $ 27.8 million, respectively, of securities were on deposit with various state insurance commissioners in order to comply with relevant insurance regulations.
Equity Method Investments
Prior to December 31, 2020, we held 14.1 million, or approximately 16.4 %, of the outstanding common shares of Genworth MI Canada Inc. (“Genworth Canada”), a publicly traded company on the Toronto Stock Exchange. We concluded that we had significant influence over Genworth Canada primarily due to board representation, and therefore, we classified our investment in Genworth Canada as an equity method investment. We elected to account for the investment in Genworth Canada under the fair value option because the investment had a readily determinable fair value.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
On December 12, 2019, we completed the sale of our investment in Genworth Canada to an affiliate of Brookfield Business Partners L.P. and received approximately $ 501.8 million in net cash proceeds. We also received cash proceeds from the sale of common shares of Genworth Canada of $ 8.4 million in 2019 related to share repurchases by Genworth Canada.
The pre-tax change in fair value of the investment in Genworth Canada, including dividends and the sale of common shares, was $ 127.4 million in 2019. This was included within change in fair value of unconsolidated affiliate in the consolidated statements of income, net of provision for income taxes of $ 12.1 million in 2019.
The following table presents summarized statement of income information from January 1, 2019, to December 12, 2019, the period we held an equity method investment in Genworth Canada:
(Amounts in thousands)
Revenue $ 585,066
Expense $ 197,889
In November 2021, we completed the acquisition of Genworth Financial Mauritius Holdings Limited from Genworth Financial International Holdings, a subsidiary of Genworth, for $ 27 million, its estimated fair value. The primary asset of the entity is a minority ownership interest in a mortgage guarantee business in India. Based on our ownership percentage, we have concluded that we have significant influence over the entity and have classified our interest as an equity method investment which is recorded within other assets.
(4) Fair value
Recurring Fair Value Measurements
Fixed Maturity Securities Measured at Fair Value
We have fixed maturity securities, which are carried at fair value. The fair value of fixed maturity securities is 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 approach may be used. In addition, a combination of the results from market and income approaches may be used to estimate fair value. 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 its 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, it obtains 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.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
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 its 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 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 December 31, 2021.
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 its observations obtained through the course of managing its 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 its 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 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
We had no fixed maturity securities classified as Level 1 as of December 31, 2021 and 2020.
Level 2 measurements
Third-party Pricing Services
In estimating the fair value of fixed maturity securities, approximately 88 % of our portfolio was priced using third-party pricing services as of December 31, 2021. 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
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
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. 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 December 31, 2021:
2021
(Amounts in
thousands)
Fair value Primary methodologies Significant inputs
U.S. government, agencies and GSEs $ 58,408 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 $ 538,453 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 $ 22,416 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 $ 2,527,949 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 $ 494,041 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
Other asset-backed $ 1,010,942 Multi-dimensional attribute-based modeling systems, spread matrix priced to swap curves, price quotes from market makers, internal models Spreads to daily updated swaps 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
Internal Models
A portion of our U.S. corporate and non-U.S. corporate securities are valued using internal models. The fair value of these fixed maturity securities was $ 196.6 million and $ 88.9 million, respectively, as of December 31, 2021. 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
145
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
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.
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 $ 28.0 million as of December 31, 2021.
Internal Models
A portion of our U.S. corporate, non-U.S. corporate and other asset-backed 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 $ 300.7 million as of December 31, 2021.
The following tables set forth our assets by class of instrument that are measured at fair value on a recurring basis as of December 31:
2021
(Amounts in thousands)
Total Level 1 Level 2 Level 3
Fixed maturity securities:
U.S. government, agencies and GSEs $ 58,408 $ — $ 58,408 $ —
State and political subdivisions 538,453 — 538,453 —
Non-U.S. government 22,416 — 22,416 —
U.S. corporate 2,945,303 — 2,724,570 220,733
Non-U.S. corporate 666,594 — 582,930 83,664
Other asset-backed 1,035,165 — 1,010,942 24,223
Total fixed maturity securities 5,266,339 — 4,937,719 328,620
Total $ 5,266,339 $ — $ 4,937,719 $ 328,620
146
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
2020
(Amounts in thousands)
Total Level 1 Level 2 Level 3
Fixed maturity securities:
U.S. government, agencies and GSEs $ 138,224 $ — $ 138,224 $ —
State and political subdivisions 187,377 — 187,377 —
Non-U.S. government 31,031 — 31,031 —
U.S. corporate 2,888,625 — 2,769,252 119,373
Non-U.S. corporate 607,669 — 511,918 95,751
Other asset-backed 1,193,670 — 1,179,889 13,781
Total fixed maturity securities 5,046,596 — 4,817,691 228,905
Total $ 5,046,596 $ — $ 4,817,691 $ 228,905
We had no liabilities recorded at fair value as of December 31, 2021 and 2020.
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:
2021
(Amounts
in thousands)
Balance
as of
January 1,
2021
Total realized and unrealized gains (losses) Balance
as of
December 31, 2021
Total gains
(losses) attributable to assets still held
Included
in net
income Included
in OCI Purchases Sales Issuance Settlement Transfers
into
Level 3 (1)
Transfers
out of
Level 3 (1)
Included in net income Included in OCI
Fixed maturity securities:
U.S. corporate $ 119,373 $ ( 121 ) $ ( 6,374 ) $ 126,858 $ — $ — $ ( 8,914 ) $ 7,397 $ ( 17,486 ) $ 220,733 $ ( 121 ) $ ( 6,537 )
Non-U.S. corporate 95,751 786 2,695 46,786 — — ( 25,149 ) 3,010 ( 40,215 ) 83,664 ( 251 ) ( 1,148 )
Other asset-backed 13,781 — ( 484 ) 34,493 — — ( 11,248 ) — ( 12,319 ) 24,223 — ( 401 )
Total $ 228,905 $ 665 $ ( 4,163 ) $ 208,137 $ — $ — $ ( 45,311 ) $ 10,407 $ ( 70,020 ) $ 328,620 $ ( 372 ) $ ( 8,086 )
(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.
Balance
as of
January 1,
2020
Total realized and unrealized gains (losses) Balance
as of
December 31, 2020
Total gains
(losses) attributable to assets still held
2020
(Amounts
in thousands)
Included
in net
income Included
in OCI Purchases Sales Issuance Settlement Transfers
into
Level 3 (1)
Transfers
out of
Level 3 (1)
Included in net income Included in OCI
Fixed maturity securities:
U.S. corporate $ 99,862 $ 162 $ 2,663 $ 70,552 $ — $ — $ ( 13,332 ) $ 18,216 $ ( 58,750 ) $ 119,373 $ ( 103 ) $ 4,694
Non-U.S. corporate 77,189 1,683 ( 889 ) 32,000 — — ( 16,471 ) 27,641 ( 25,402 ) 95,751 ( 18 ) ( 1,219 )
Other asset-backed 4,038 — 304 40,868 — — ( 1,946 ) — ( 29,483 ) 13,781 — ( 122 )
Total $ 181,089 $ 1,845 $ 2,078 $ 143,420 $ — $ — $ ( 31,749 ) $ 45,857 $ ( 113,635 ) $ 228,905 $ ( 121 ) $ 3,353
_______________
(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.
147
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
Balance
as of
January 1,
2019
Total realized and unrealized gains (losses) Balance
as of
December 31, 2019
Total gains
(losses)
included in
net income
attributable
to assets
still held
2019
(Amounts
in thousands)
Included
in net
income Included
in OCI Purchases Sales Issuance Settlement Transfers
into
Level 3 (1)
Transfers
out of
Level 3 (1)
Included in net income Included in OCI
Fixed maturity securities:
U.S. corporate $ 76,532 $ ( 99 ) $ 5,082 $ 38,000 $ ( 5,003 ) $ — $ ( 13,663 ) $ 5,341 $ ( 6,328 ) $ 99,862 $ ( 102 ) $ 5,037
Non-U.S. corporate 65,534 ( 18 ) 5,594 6,500 — — ( 422 ) 3,015 ( 3,014 ) 77,189 ( 18 ) 5,595
Other asset-backed 3,930 — 490 16,797 — — ( 507 ) — ( 16,672 ) 4,038 — 364
Total $ 145,996 $ ( 117 ) $ 11,166 $ 61,297 $ ( 5,003 ) $ — $ ( 14,592 ) $ 8,356 $ ( 26,014 ) $ 181,089 $ ( 120 ) $ 10,996
_______________
(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, issuances 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. Such activity consists of purchases, sales and settlements of fixed maturity securities.
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.
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 December 31, 2021:
(Amounts in thousands) Valuation technique Fair value (1)
Unobservable input Range (bps) Weighted-average (2)
(bps)
Fixed maturity securities:
U.S. corporate Internal models $ 216,999 Credit spreads 48 - 138
96
Non-U.S. corporate Internal models $ 83,663 Credit spreads 78 - 140
104
_______________
(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.
Liabilities Not Required to Be Carried at Fair Value
The following table provides fair value information for financial instruments that are reflected in the accompanying consolidated financial statements at amounts other than fair value. 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.
148
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
The following represents our estimated fair value of financial liabilities not required to be carried at fair value, classified as Level 2, as of December 31, 2021 and 2020:
As of December 31,
2021 2020
(Amounts in thousands) Carrying amount Fair value Carrying amount Fair value
Long-term borrowings $ 740,416 $ 821,033 $ 738,162 $ 800,367
(5) Loss reserves
Activity for the liability for loss reserves is summarized as follows:
(Amounts in thousands) 2021 2020 2019
Loss reserves, beginning of year $ 555,679 $ 235,062 $ 297,879
Run-off reserves ( 654 ) ( 1,597 ) ( 2,059 )
Net loss reserves, beginning of year 555,025 233,465 295,820
Losses incurred related to current accident year 141,225 364,548 105,734
Losses incurred related to prior accident years ( 15,822 ) 16,202 ( 55,917 )
Total incurred (1)
125,403 380,750 49,817
Losses paid related to current accident year ( 237 ) ( 1,103 ) ( 1,871 )
Losses paid related to prior accident years ( 39,547 ) ( 58,087 ) ( 110,301 )
Total paid (1)
( 39,784 ) ( 59,190 ) ( 112,172 )
Net loss reserves, end of year 640,644 555,025 233,465
Run-off reserves 681 654 1,597
Loss reserves, end of year $ 641,325 $ 555,679 $ 235,062
_______________
(1) Losses and LAE incurred and paid exclude losses related to our run-off business.
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 actual 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.
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.
In 2021, losses and LAE incurred of $ 141.2 million related to insured events of the current accident year was primarily attributable to new delinquencies, a portion of which was from borrowers participating in deferred or reduced payments (“forbearance”) as a result of COVID-19. When establishing loss reserves for borrowers in forbearance, we assume a lower rate of delinquencies becoming active claims, which has the effect of producing a lower reserve compared to delinquencies that are not in forbearance.
149
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
Historical experience with localized natural disasters, such as hurricanes, indicates a higher cure rate for borrowers in forbearance. Unlike a hurricane where the natural disaster occurs at a point in time and the rebuild starts soon after, COVID-19 brought ongoing displacement to the mortgage insurance market, making it more difficult to determine the effectiveness of forbearance and the resulting claim rates for new delinquencies in forbearance plans. Given this difference, we initially leveraged our prior hurricane experience and have recently layered in cure activity from COVID-19 related delinquencies as considerations in the establishment of an appropriate claim rate estimate for new delinquencies in forbearance plans that have emerged as a result of COVID-19. Loss reserves recorded on these new delinquencies have a high degree of estimation due to the level of uncertainty regarding whether delinquencies in forbearance will ultimately cure or result in claim payments.
During 2021, we experienced favorable reserve development of $ 15.8 million in incurred losses attributable to prior years, primarily from lower expected claim rates on pre-COVID delinquencies. Included within this decrease to incurred losses attributable to prior years, we recorded $ 22 million in favorable reserves adjustments.
In 2020, losses and LAE incurred of $ 364.5 million related to insured events of the current accident year was primarily attributable to a significant increase in the number of new delinquencies driven mostly by borrower forbearance as a result of COVID-19.
During 2020, we experienced unfavorable reserve development of $ 16.2 million in incurred losses attributable to prior years, primarily from higher expected claim rates due to economic conditions occurring in the COVID-19 environment. Included within this increase to incurred losses attributable to prior years, we recorded $ 28.4 million in unfavorable reserves adjustments, primarily associated with higher expected, future claim rates, partially offset by a $ 12.2 million decrease, primarily due to higher than expected delinquency cures.
During 2019, we experienced favorable reserve development of $ 55.9 million in incurred losses attributable to prior years, primarily from lower actual and expected claim rates due to improvements in the overall housing market. Included within these reductions to incurred losses attributable to prior years, we recorded $ 22.7 million favorable reserves adjustments in 2019, primarily associated with lower expected claim rates. The remaining reduction of $ 33.2 million in 2019 was primarily the result of higher than expected delinquency cures.
150
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
The following table sets forth information about incurred claims, as well as cumulative number of reported delinquencies and the total of incurred-but-not-reported (“IBNR”) liabilities plus expected development on reported claims included within the net incurred claims as of December 31, 2021. The information about the incurred claims development for the years ended December 31, 2012 to 2021, is presented as supplementary information.
(Dollar amounts in
thousands) Incurred claims and allocated loss adjustment expenses, net of reinsurance (2)
Total IBNR liabilities including expected development on reported claims as of December 31, 2021
Number of
reported
delinquencies (3)
For the years ended December 31,
Accident
year (1)
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Unaudited
2012 $ 717,871 $ 675,230 $ 670,773 $ 673,660 $ 671,492 $ 668,452 $ 666,673 $ 665,775 $ 666,351 $ 666,600 $ 147 31,126
2013 — 475,120 407,106 391,523 386,794 383,366 382,231 380,949 381,546 381,064 166 22,502
2014 — — 327,857 287,865 268,980 260,752 258,872 258,172 259,006 258,807 155 17,809
2015 — — — 235,251 208,149 186,077 180,923 179,650 179,599 179,258 268 15,400
2016 — — — — 198,121 161,041 138,784 136,381 136,754 136,258 288 13,970
2017 — — — — — 170,713 120,568 101,755 105,079 103,565 404 15,097
2018 — — — — — — 116,842 83,959 84,138 78,367 556 11,269
2019 — — — — — — — 105,734 111,089 97,490 855 11,883
2020 — — — — — — — — 364,547 362,347 732 38,863
2021 — — — — — — — — $ — 141,225 $ 15,005 12,585
Total incurred $ 2,404,981 $ 18,576
_______________
(1) Represents the year in which first monthly mortgage payments have been missed by the borrower.
(2) Excludes incurred claims and allocated LAE related to run-off business.
(3) Represents reported and outstanding delinquencies less actual cures as of December 31 for each respective accident year.
The following table sets forth paid claims development, net of reinsurance, for the year ended December 31, 2021, and a reconciliation to our total loss reserves as of December 31, 2021. The information about paid claims development for the years ended December 31, 2012 to 2020, is presented as supplementary information.
(Amounts in
thousands) Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance (2)
Accident year (1)
For the years ended December 31,
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Unaudited
2012 $ 92,445 $ 390,527 $ 532,768 $ 601,530 $ 634,301 $ 650,031 $ 658,438 $ 661,974 $ 663,088 $ 663,684
2013 — 44,334 202,095 297,029 340,031 361,973 372,374 375,243 376,138 377,111
2014 — — 21,494 126,404 195,461 232,502 246,963 252,549 254,218 254,835
2015 — — — 12,688 84,706 145,362 167,458 172,825 174,561 175,513
2016 — — — — 9,593 63,585 109,793 123,800 126,893 128,160
2017 — — — — — 5,733 45,879 77,297 87,272 89,896
2018 — — — — — — 3,134 31,625 48,183 55,267
2019 — — — — — — — 1,871 17,595 30,728
2020 1,104 8,268
2021 — 237
Total paid $ 1,783,699
Total incurred $ 2,404,981
Total paid 1,783,699
All outstanding liabilities before 2011, net of reinsurance 19,362
Run-off reserves 681
Total loss reserves $ 641,325
_______________
(1) Represents the year in which first monthly mortgage payments have been missed by the borrower.
(2) Excludes cumulative paid claims and allocated claim adjustment expenses related to run-off business.
151
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
The following table sets forth our average payout of incurred claims by age as of December 31, 2021:
Average annual percentage payout of incurred claims, net of reinsurance, by age (unaudited) (1)
Years 1 2 3 4 5 6 7 8 9 10
Percentage of payout 6.0 % 33.3 % 25.7 % 11.0 % 4.0 % 1.8 % 0.8 % 0.3 % 0.2 % 0.1 %
_______________
(1) Excludes run-off business.
(6) Reinsurance
We reinsure a portion of our policy risks to other companies 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.
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 years ended December 31:
(Amounts in thousands) 2021 2020 2019
Net premiums written:
Direct $ 985,826 $ 943,504 $ 840,086
Assumed 319 432 625
Ceded ( 71,822 ) ( 49,083 ) ( 22,065 )
Net premiums written $ 914,323 $ 894,853 $ 818,646
Net premiums earned:
Direct $ 1,046,452 $ 1,020,016 $ 878,416
Assumed 319 432 625
Ceded ( 71,822 ) ( 49,083 ) ( 22,065 )
Net premiums earned $ 974,949 $ 971,365 $ 856,976
The difference of $ 60.6 million between written premiums of $ 914.3 million and earned premiums of $ 974.9 million represents the decrease in unearned premiums for the year ended December 31, 2021. The decrease in unearned premiums was mainly the result of an increase in policy cancellations in our single premium mortgage insurance product driven by low interest rates and higher mortgage refinancing which resulted in lower persistency in 2021.
Insurance-linked notes excess of loss reinsurance treaties
On September 2, 2021, we obtained $ 371.5 million of excess of loss reinsurance coverage from Triangle Re 2021-3 Ltd. (“Triangle Re 2021-3”) on a portfolio of existing mortgage insurance policies written from January 2021 through June 2021. In connection with entering into the reinsurance agreement with Triangle Re 2021-3, we believe that the risk transfer requirements for reinsurance accounting were met as Triangle Re 2021-3 is assuming significant insurance risk and a reasonable possibility of significant loss. At closing, we retain the first layer of aggregate losses up to $ 303.5 million. Triangle Re 2021-3 provides 72 % reinsurance coverage for losses above our retained layer up to $ 371.5 million.
On April 16, 2021, we obtained $ 302.7 million of excess of loss reinsurance coverage from Triangle Re 2021-2 Ltd. (“Triangle Re 2021-2”) on a portfolio of existing mortgage insurance policies written from September 2020 through December 2020. In connection with entering into the reinsurance agreement
152
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
with Triangle Re 2021-2, we believe that the risk transfer requirements for reinsurance accounting were met as Triangle Re 2021-2 is assuming significant insurance risk and a reasonable possibility of significant loss. For the reinsurance coverage, we retain the first layer of aggregate losses up to $ 188.6 million. Triangle Re 2021-2 provides 76 % reinsurance coverage for losses above our retained first layer up to $ 302.7 million.
On March 2, 2021, we obtained $ 495 million of excess of loss reinsurance coverage from Triangle Re 2021-1 Ltd. (“Triangle Re 2021-1”) on a portfolio of existing seasoned mortgage insurance policies written from January 2014 through December 2018 and from October 2019 through December 2019. In connection with entering into the reinsurance agreement with Triangle Re 2021-1, we believe that the risk transfer requirements for reinsurance accounting were met as Triangle Re 2021-1 is assuming significant insurance risk and a reasonable possibility of significant loss. Triangle Re 2021-1 reinsurance coverage is derived by applying a reinsurance cession percentage to the MI coverage for each loan to get to an Aggregate Exposed Principal Balance (“AEPB”). This AEPB accounts for any existing reinsurance and ensures we retain a minimum 5 % vertical risk retention on each loan. For the reinsurance coverage, we retain the first layer of aggregate losses up to $ 212.1 million. Triangle Re 2021-1 provides 100.0 % reinsurance coverage for losses above our retained first layer up to $ 495.0 million.
On October 22, 2020, we obtained $ 349.6 million of excess of loss reinsurance coverage from Triangle Re 2020-1 on a portfolio of existing mortgage insurance policies written from January 2020 through August 2020. In connection with entering into the reinsurance agreement with Triangle Re 2020-1, we concluded that the risk transfer requirements for reinsurance accounting were met as Triangle Re 2020-1 is assuming significant insurance risk and a reasonable possibility of significant loss. For the reinsurance coverage, we retain the first layer of aggregate losses up to $ 521.8 million. Triangle Re 2020-1 provides 67.0 % reinsurance coverage for losses above our retained first layer up to $ 349.6 million.
On November 25, 2019, we obtained $ 302.8 million of excess of loss reinsurance coverage with Triangle Re 2019-1, on a portfolio of existing mortgage insurance policies written from January 2019 through September 2019. In connection with entering into the reinsurance agreement with Triangle Re 2019-1, we concluded that the risk transfer requirements for reinsurance accounting were met as Triangle Re 2019-1 is assuming significant insurance risk and a reasonable possibility of significant loss. For the reinsurance coverage, we retain the first layer of aggregate losses up to $ 237.7 million. Triangle Re 2019-1 provides 63.7 % reinsurance coverage for losses above our retained first layer up to $ 302.8 million.
Other excess of loss reinsurance treaties
On February 4, 2021, we executed an excess of loss reinsurance transaction with a panel of reinsurers, which will provide up to $ 205.8 million of reinsurance coverage on a portion of current and expected new insurance written for the 2021 book year, effective January 1, 2021.
Effective April 1, 2020, we executed an excess of loss reinsurance transaction with a panel of reinsurers covering a portion of the loss tier on subject loans written between book years 2009 and 2019 to help mitigate higher levels of delinquencies as a result of COVID-19.
Effective January 1, 2020, we executed an excess of loss reinsurance transaction with a panel of reinsurers covering a portion of the loss tier on the then current and expected new insurance written for the 2020 book year. We also entered into excess of loss reinsurance agreements with other external panels of reinsurers covering our 2016 through 2019 books of business.
Subsequent to year end, on January 27, 2022 we executed an excess of loss reinsurance transaction with a panel of reinsurers, which will provide up to $ 294 million of reinsurance coverage on a portion of current and expected new insurance written for the 2022 book year, effective January 1, 2022.
153
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
(7) Borrowings
The following table sets forth long-term borrowings as of December 31:
(Amounts in thousands) 2021 2020
6.5 % Senior Notes, due 2025
$ 750,000 $ 750,000
Deferred borrowing charges ( 9,584 ) ( 11,838 )
Total $ 740,416 $ 738,162
On August 21, 2020, we issued $ 750 million in aggregate principal amount of 6.5 % senior notes due in 2025. We incurred $ 12.6 million of borrowing costs that were deferred and were netted against the principal amount of the notes. Interest on the notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2021. These notes mature on August 15, 2025. We may redeem the notes in whole or in part at any time prior to February 15, 2025, at our option by paying a make-whole premium plus accrued and unpaid interest, if any. 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 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.
We committed to retain $ 300 million of the net proceeds from the issuance of these notes that can be drawn down exclusively for our debt service or to contribute to GMICO to meet its regulatory capital needs. The current balance of the 2025 Senior Notes proceeds required to be held by the holding company is approximately $ 252 million.
(8) Income taxes
Income before income taxes and change in fair value of unconsolidated affiliate of $ 695.1 million, $ 472.4 million and $ 718.2 million in 2021, 2020 and 2019, respectively, was domestic.
The total provision for income taxes was as follows for the years ended December 31:
(Amounts in thousands) 2021 2020 2019
Current federal income taxes $ 147,213 $ 89,940 $ 152,748
Deferred federal income taxes ( 1,454 ) 9,619 ( 562 )
Total federal income taxes 145,759 99,559 152,186
Current state income taxes 2,742 924 294
Deferred state income taxes 30 1,514 3,352
Total state income taxes 2,772 2,438 3,646
Total provision for income taxes $ 148,531 $ 101,997 $ 155,832
We had current income taxes receivable of $ 1.1 million and $ 5.4 million as of December 31, 2021 and 2020.
We paid federal taxes of $ 143.5 million and state taxes of $ 2.4 million for the year ended December 31, 2021; federal taxes of $ 55.4 million and state taxes of $ 1.6 million for the year ended December 31, 2020; and federal taxes of $ 166.2 million and state taxes of $ 0.3 million for the year ended December 31, 2019.
154
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
The reconciliation of the federal statutory tax rate to the effective income tax rate was as follows for the years ended December 31:
2021 2020 2019
Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 %
Increase (reduction) in rate resulting from:
State income tax, net of federal income tax effect 0.3 0.4 0.4
Other, net (1)
0.1 0.2 0.3
Effective rate 21.4 % 21.6 % 21.7 %
_______________
(1) “Other, net” is comprised primarily nondeductible expenses offset by prior year true-ups and tax exempt income.
The components of the deferred income taxes were as follows as of December 31:
(Amounts in thousands) 2021 2020
Assets:
Accrued commissions and general expenses $ 8,670 $ 6,813
Net operating loss carry forwards — 850
Unearned premium and loss reserves 35,331 36,917
State income taxes 6,961 7,166
Other 3,696 271
Gross deferred income tax assets 54,658 52,017
Valuation allowance ( 6,268 ) ( 6,443 )
Total deferred income tax assets 48,390 45,574
Liabilities:
Deferred acquisition costs 5,697 6,042
Net unrealized gains on investment securities 22,577 56,302
Investments 16,923 17,937
Other 4,779 2,104
Total deferred income tax liabilities 49,976 82,385
Net deferred income tax asset (liability) $ ( 1,586 ) $ ( 36,811 )
The above valuation allowance of $ 6.3 million and $ 6.4 million as of December 31, 2021 and 2020, respectively, related to state deferred tax assets. The state deferred tax assets related primarily to the future deductions associated with non-insurance and insurance net operating loss (“NOL”) carryforwards.
As of December 31, 2021, there were no U.S. federal NOL carryforwards.
There was no unrecognized tax benefits as of December 31, 2021 and 2020.
We recognize accrued interest and penalties related to unrecognized tax benefits as components of the provision for income taxes. We have recorded $ 0 of benefits related to interest and penalties for 2021, 2020 and 2019.
As previously discussed, we have elected to participate in the Genworth consolidated return. All Genworth companies domesticated in the United States are included in the Genworth consolidated return as allowed by the tax law and regulations. We have a tax sharing agreement in place and all intercompany balances related to this agreement are settled at least annually. With possible exceptions, we are no longer subject to U.S. federal tax examinations for years through 2017. Any exposure with respect to these pre-2018 years has been sufficiently recorded in the financial statements. Potential state
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
and local examinations for those years are generally restricted to results that are based on closed U.S. federal examinations.
We are part of the 2021 Amended and Restated Tax Allocation Agreement “TAA” between Genworth and certain of our subsidiaries. The TAA was approved by state insurance regulators and our Board of Directors. The tax allocation methodology is based on the separate return liabilities with offsets for losses and credits utilized to reduce the current consolidated tax liability as allowed by applicable law and regulation. Our policy is to settle intercompany tax balances quarterly, with a final settlement after filing of Genworth’s federal consolidated U.S. corporate income tax return.
Additionally, Genworth Mortgage Insurance Corporation, Enact Mortgage Reinsurance Corporation, Genworth Mortgage Insurance Corporation of North Carolina and Enact Financial Assurance Corporation (collectively, the “MI Group”), were parties to a supplemental tax sharing agreement that allowed them to accelerate the utilization of benefits as if they filed a stand-alone MI Group federal income tax return, even if those benefits had not been utilized in the consolidated federal return (“deemed used losses”). If any deemed used losses are subsequently actually used in a consolidated return, the members of the MI Group which received the benefit for such deemed used losses would not receive a second benefit for such losses. Also, if any member of the MI Group received benefit for any deemed used losses and leaves the consolidated group before such deemed used losses are actually used in a consolidated return, such member will repay such benefit received. Any benefits generated by the MI Group after January 1, 2021 will follow the TAA mentioned above, which does not allow for an acceleration when utilizing benefits.
The TAA prevents any allocation of tax to a separate company that is greater than the tax incurred on a separate company basis, subject to consolidated loss carry-forward adjustments. The total tax refund allocated to the MI Group, therefore, may exceed the consolidated tax refund received.
Separate Return Method
If during the year ended December 31, 2021, we had computed taxes using the separate return method, the unaudited pro forma provision for income taxes would remain unchanged.
(9) Employee benefits
As a consolidated company within Genworth, our employees are generally provided a number of Genworth employee benefits. Genworth, as sponsor of the plans described below (collectively, “Shared Plans”), is ultimately responsible for maintenance of these plans in compliance with applicable laws. Our obligation results from an allocation of our share of expenses from Genworth’s plans based on benefits eligible earnings. Benefits eligible earnings includes base pay, overtime, annual incentives and sales commissions.
We account for such Shared Plans as multiemployer benefit plans. Accordingly, we do not record an asset or liability to recognize the funded status of the Shared Plans. We recognize a liability only for any required contributions to the Shared Plans that are accrued and unpaid at the balance sheet date, which is included within other liabilities in the consolidated balance sheets.
Pension and Retiree Health and Life Insurance Benefit Plans
Most of our employees are enrolled in a qualified defined contribution pension plan sponsored by Genworth. The plan is 100 % funded by Genworth. Genworth makes annual contributions to each employee’s pension plan account based on the employee’s age, service and eligible pay. Employees are vested in the plan after three years of service. Expenses associated with the qualified defined contribution pension plan were $ 2.1 million in 2021, and $ 2.7 million in 2020 and 2019.
In addition, certain employees also participate in non-qualified defined contribution plans and qualified and non-qualified defined benefit pension plans sponsored by Genworth. Expenses associated with non-
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
qualified defined contribution plans were $ 1.0 million, $ 0.8 million and $ 0.6 million for 2021, 2020 and 2019, respectively. Expenses allocated to us for qualified and non-qualified defined benefit pension plans were $ 0.4 million in 2021, and $ 0.3 million in 2020 and 2019.
Genworth provides retiree health benefits to our employees hired prior to January 1, 2005, who meet certain service requirements. Under this plan, retirees over 65 years of age receive a subsidy towards the purchase of a Medigap policy, and retirees under 65 years of age receive medical benefits similar to our employees’ medical benefits. In December 2009, Genworth announced that eligibility for retiree medical benefits will be limited to associates who were within 10 years of retirement eligibility as of January 1, 2010. Genworth also provides retiree life and long-term care insurance benefits. Expenses allocated to us for retiree health and life insurance benefits plans were $ 0.5 million, $ 0.5 million and $ 0.6 million for the years ended 2021, 2020 and 2019, respectively.
Savings Plans
Our employees participate in qualified and non-qualified defined contribution savings plans that allow employees to contribute a portion of their pay to the plan on a pre-tax basis. Genworth makes matching contributions equal to 100 % of the first 4 % of pay deferred by an employee and 50 % of the next 2 % of pay deferred by an employee so that our matching contribution does not exceed 5 % of an employee’s pay. Employees do not vest immediately in Genworth matching contributions but fully vest in the matching contributions after two complete years of service. One option available to employees in the defined contribution savings plan is the ClearCourse ® variable annuity option offered by certain of Genworth’s life insurance subsidiaries.
Prior to January 2021, employees also had the option of purchasing a fund which invests primarily in Genworth stock as part of the defined contribution savings plan. Several years ago, Genworth had contracted with Newport Trust Company (“Newport”) to act as an independent fiduciary and investment manager with respect to Genworth stock in the defined contribution savings plan. The independent fiduciary’s role is to act on behalf of a plan to protect the interests of participants and beneficiaries. As part of its on-going process, on January 8, 2021, Newport froze the fund and accordingly, future investments or transfers into the fund are no longer permitted.
Our cost associated with these plans was $ 3.4 million, $ 3.2 million and $ 3.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Health and Welfare Benefits for Active Employees
We provide health and welfare benefits to our employees, including health, life, disability dental and long-term care insurance, among others. Our long-term care insurance is provided through Genworth’s long-term care insurance products.
(10) Share based compensation
EHI share based compensation
In connection with our initial public offering in 2021, share based awards were granted to employees and directors including restricted stock units (“RSUs”) for employees and deferred stock units (“DSUs) to directors. In 2021 Enact Holdings, Inc. 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan”) was adopted and approved by EHI’s stockholders. Under the 2021 Omnibus incentive Plan, EHI was authorized to grant a maximum number of shares of Common Stock for issuance not to exceed 4 million shares.
Share-based compensation expense under the 2021 Omnibus Plan was $ 1.5 million, for the year ended December 31, 2021 and was included with acquisition and operating expenses, net of deferrals in the consolidated statement of income. Stock-based compensation expense was recognized evenly on a straight-line attribution method over the awards’ respective vesting period.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
During 2021, the Company issued RSUs to our employees with average restriction periods of three years , with a fair value of $ 19.00 and $ 21.17 , which were measured at the market price of a share of the Company’s Class A Common Stock on the grant date.
In connection with our special cash dividend paid in the fourth quarter of 2021, dividend equivalent shares were issued to RSU and DSU holders as of the dividend date. The grant date fair value was $ 21.25 per share, or $ 0.8 million, which was paid in December 2021. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors.
The following table summarizes the status of the equity-based awards as of December 31, 2021:
RSUs
DSUs
Awards in thousands
Number
of
awards
Weighted-
average
grant date
fair value
Number
of
awards
Weighted-
average
grant date
fair value
Balance as of December 31, 2020 — $ — — $ —
Granted 628 $ 19.02 17 $ 20.87
Dividend equivalents 36 $ 21.25 — $ —
Terminated ( 10 ) $ 19.00 — $ —
Balance as of December 31, 2021 654 $ 19.02 17 $ 20.87
As of December 31, 2021, total unrecognized share-based compensation expense related to non-vested awards not yet recognized was $ 11.0 million. This expense is expected to be recognized over a weighted-average period of approximately three years .
Genworth share based compensation
Prior to May 2012, share-based awards were granted to employees and directors, including stock options, stock appreciation rights (“SARs”) and RSUs under the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “2004 Omnibus Incentive Plan”). In May 2012, the 2012 Genworth Financial, Inc. Omnibus Incentive Plan (the “2012 Omnibus Incentive Plan”) was approved by Genworth’s stockholders. Under the 2012 Omnibus Incentive Plan, Genworth was authorized to grant 16 million equity awards, plus a number of additional shares not to exceed 25 million underlying awards outstanding under the 2004 Omnibus Incentive Plan. In December 2018, the 2018 Genworth Financial, Inc. Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”) was approved by Genworth’s stockholders. Under the 2018 Omnibus Incentive Plan, Genworth is authorized to grant 25 million equity awards, plus a number of additional shares not to exceed 20 million underlying awards outstanding under the prior Plans. The 2004 Omnibus Incentive Plan together with the 2012 Omnibus Incentive Plan and the 2018 Omnibus Incentive Plan are referred to collectively as the “Omnibus Incentive Plans.”
Share-based compensation expense under the Omnibus Incentive Plans was $ 5.5 million, $ 4.4 million and $ 2.9 million for the years ended December 31, 2021, 2020 and 2019, respectively, and was included within acquisition and operating expenses, net of deferrals in the consolidated statements of income. For awards issued prior to January 1, 2006, share-based compensation expense was recognized on a graded vesting attribution method over the awards’ respective vesting schedule. For awards issued after January 1, 2006, share-based compensation expense was recognized evenly on a straight-line attribution method over the awards’ respective vesting period.
For purposes of determining the fair value of share-based payment awards on the date of grant, Genworth has historically used the Black-Scholes Model. However, no SARs or stock options were granted during 2021, 2020 or 2019 and therefore the Black-Scholes Model was not used in those respective years. The Black-Scholes Model requires the input of certain assumptions that involve
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
judgment. Circumstances may change, and additional data may become available over time, which could result in changes to these assumptions and methodologies.
During 2021, 2020 and 2019, Genworth issued RSUs to our employees with average restriction periods of three years , with a fair value of $ 3.31 , $ 3.53 and $ 3.36 , respectively, which were measured at the market price of a share of Genworth’s Class A Common Stock on the grant date.
During 2021, 2020 and 2019,we granted performance stock units (“PSUs”) with a weighted-average fair value of $ 3.45 , $ 3.03 and $ 4.61 , respectively. The PSUs were granted at market price as of the approval date by Genworth’s Board of Directors. PSUs may be earned over a three-year period based upon the achievement of certain performance goals.
The PSUs granted in 2021 have a three-year measurement period starting on January 1, 2021, going through December 31, 2023. The performance metrics are based on Genworth’s consolidated adjusted operating income and its stockholder return relative to certain of its peer companies as of the grant date. The grant-date fair value for the adjusted operating income performance measure was $ 3.31 . The grant date fair value for total relative stockholder return performance metric was $ 4.18 , which was calculated using the Monte Carlo simulation with the following valuation assumptions.
Valuation assumptions:
Valuation-Date Stock Price $ 3.31
Volatility 65.0 %
Dividends Yield — %
Risk-Free Rate 0.3 %
Value Cap 800 % of the grant date stock price
The PSUs granted in 2020 have a three-year measurement period starting on January 1, 2020, going through December 31, 2022. The performance metrics are based on adjusted operating income of Genworth’s U.S. Mortgage Insurance and Australia Mortgage Insurance segments and gross incremental annual premiums in Genworth’s long-term care insurance business, defined as approved weighted-average premium rate increases multiplied by the annualized in-force premiums.
The PSUs granted in 2019 have a three-year measurement period starting on January 1, 2019 going through December 31, 2021. The performance metric is based on consolidated Genworth’s adjusted operating income.
For all PSU awards granted, the compensation committee of Genworth’s Board of Directors determines and approves no later than March 15, following the end of the three-year performance period for each applicable performance period, the number of units earned and vested for each distinct performance period.
Expense associated with our PSUs was $ 1.3 million in 2021 and less than $ 1.0 million in years 2020 and 2019.
In 2021, 2020 and 2019, Genworth granted cash awards with a fair value of $ 1.00 . Genworth has performance-based cash awards, which vested and paid out in 2021. Genworth also has time-based cash awards, which vest over three years , with a third of the payout occurring per year as determined by the
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
vesting period, beginning on the first anniversary of the grant date. The following table summarizes cash award activity as of December 31, 2021, 2020 and 2019:
(Number of awards in thousands) Performance-based
cash awards Time-based
cash awards
Balance as of January 1, 2019
2,597 4,715
Granted 489 3,411
Vested ( 1,443 ) ( 2,220 )
Forfeited ( 190 ) ( 370 )
Balance as of January 1, 2020
1,453 5,536
Granted — 3,569
Performance adjustment 261 —
Vested ( 1,178 ) ( 2,324 )
Forfeited ( 6 ) ( 214 )
Balance as of December 31, 2020
530 6,567
Granted — 4,330
Performance adjustment 449 83
Vested ( 979 ) ( 3,348 )
Forfeited — ( 685 )
Balance as of December 31, 2021
— 6,947
The following table summarizes stock option activity as of December 31, 2021, 2020 and 2019:
(Shares in thousands) Shares subject
to option Weighted-average
exercise price
Balance as of January 1, 2019
103 $ 11.36
Granted — $ —
Exercised ( 25 ) $ 2.46
Expired and forfeited — $ —
Balance as of January 1, 2020
78 $ 14.18
Granted — $ —
Exercised — $ —
Expired and forfeited ( 78 ) $ 14.18
Balance as of December 31, 2020
— $ —
Granted — $ —
Exercised — $ —
Expired and forfeited — $ —
Balance as of December 31, 2021
— $ —
Exercisable as of December 31, 2021
— $ —
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
There were no stock options outstanding as of December 31, 2021.
The following table summarizes the status of other equity-based awards as of December 31, 2021, 2020 and 2019:
RSUs PSUs SARs
Awards in thousands Number
of
awards Weighted-
average
grant date
fair value Number
of
awards Weighted-
average
grant date
fair value Number
of
awards Weighted-
average
grant date
fair value
Balance as of January 1, 2019
94 $ 7.38 — $ — 666 $ 2.76
Granted 135 $ 3.36 135 $ 4.61 — $ —
Exercised ( 85 ) $ 7.38 — $ — — $ —
Terminated ( 9 ) $ 7.38 — $ — ( 24 ) $ 2.76
Balance as of January 1, 2020
135 $ 3.36 135 $ 4.61 642 $ 2.76
Granted 134 $ 3.53 134 $ 3.03 — $ —
Exercised ( 45 ) $ 3.36 — $ — — $ —
Terminated — $ — — $ — ( 97 ) $ 2.77
Balance as of December 31, 2020
224 $ 3.46 269 $ 3.82 545 $ 2.76
Granted 316 $ 3.31 303 $ 3.45 — $ —
Employee Transfer — $ — — $ — 18 $ 2.77
Exercised ( 90 ) $ 3.44 — $ — — $ —
Terminated — $ — — $ — ( 87 ) $ 3.12
Balance as of December 31, 2021
450 $ 3.36 572 $ 3.63 476 $ 2.70
As of December 31, 2021, and 2020, total unrecognized share-based compensation expense related to non-vested awards not yet recognized was $ 2.5 million and $ 1.4 million, respectively. This expense is expected to be recognized over a weighted-average period of approximately two years and less than one year , respectively.
In 2021 and 2020, there was no cash received from stock options exercised in each year. New shares were issued to settle all exercised awards. The actual tax benefit realized for the tax deductions from the exercise of share-based awards was $ 0.7 million and $ 0.8 million as of December 31, 2021 and 2020, respectively.
(11) Related party transactions
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, employee benefit administration and legal). These agreements provide for an allocation of corporate expenses to all Genworth businesses or subsidiaries. We incurred costs for these services of $ 44.5 million, $ 50.3 million and $ 37.0 million in 2021, 2020 and 2019, respectively.
Our investment portfolio is 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 consolidated statements of income. The total investment expenses paid to Genworth were $ 5.2 million, $ 5.2 million and $ 4.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
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. See Note 9 and Note 10 for further information.
We provide certain information technology and administrative services (such as facilities and maintenance) to Genworth. We charged Genworth $ 0.3 million, $ 1.3 million and $ 1.5 million for these services in 2021, 2020 and 2019, respectively.
We previously held an investment in common shares of Genworth Canada. Genworth Canada was consolidated within Genworth until its sale on December 12, 2019. We received dividends from Genworth Canada of $ 41.9 million in 2019, which is included within change in fair value of unconsolidated affiliate, net of tax in the consolidated statements of income.
In November 2021, we completed the acquisition of Genworth Financial Mauritius Holdings Limited from Genworth Financial International Holdings. Refer to Note 3 for further details.
We paid cash dividends of $ 163.4 million, $ 437.4 million and $ 250.0 million to Genworth in 2021, 2020 and 2019, respectively. The amount and timing of future dividends will depend on the economic recovery from COVID-19, among other factors. Refer to Note 13 for further details on dividend restrictions.
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. Refer to Note 8 for further details.
The consolidated financial statements include the following amounts due to and from Genworth relating to recurring service and expense agreements as of December 31:
(Amounts in thousands) 2021 2020
Amounts payable to Genworth $ 8,316 $ 12,371
Amounts receivable from Genworth $ 133 $ 371
(12) Commitments and contingencies
Leases
We lease certain office facilities, equipment and automobiles under operating leases. Operating lease right-of-use assets of $ 15.5 million and $ 18.1 million as of December 31, 2021 and 2020, respectively, were recorded in other assets on the consolidated balance sheets. Operating lease liabilities of $ 17.7 million and $ 20.4 million as of December 31, 2021 and 2020, respectively, were recorded in other liabilities on the consolidated balance sheets. Operating lease expenses were approximately $ 3.9 million, $ 4.0 million and $ 4.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. See
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
Note 2 for additional information related to operating leases. The following table presents future minimum rent payments under operating leases as of December 31, 2021:
(Amounts in thousands) Future minimum payments under operating leases
2022 $ 2,966
2023 3,601
2024 3,682
2025 3,765
2026 3,850
2027 and thereafter
3,936
Total lease payments 21,800
Imputed interest ( 4,143 )
Operating lease liabilities $ 17,657
Litigation and Regulatory Matters
We face the risk of litigation and regulatory investigations and actions in the ordinary course of operating our business and are also subject to litigation arising out of our general business activities, such as our contractual and employment relationships. Past legal and regulatory actions include proceedings specific to us and others generally applicable to business practices in the mortgage insurance industry in which we operate. We have been, or may become, subject to lawsuits or regulatory investigations alleging, among other things, issues relating to violations of the Real Estate Settlement and Procedures Act of 1974 (“RESPA”) or related state anti-inducement laws, mortgage insurance policy rescissions and curtailments, pricing structures and general business practices, and breaching duties related to the privacy and information security of customer information. Plaintiffs in lawsuits against us may seek very large or indeterminate amounts which may remain unknown for substantial periods of time. In addition, we are also subject to various regulatory inquiries, such as information requests, subpoenas, books and record examinations and market conduct and financial examinations from state and federal regulators and other authorities. A substantial legal liability or a significant regulatory action against us could have an adverse effect on our business, financial condition and results of operations. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, we could suffer significant reputational harm, which could have an adverse effect on our business, financial condition or results of operations.
(13) Statutory information
Statutory Accounting Principles
We prepare our statutory financial statements in accordance with the accounting practices required or permitted, if applicable, by the insurance departments of the respective states of domicile of our insurance subsidiaries. These statements of statutory accounting principles (“SSAP”) are established by a variety of National Association of Insurance Commissioners ("NAIC") publications, as well as state laws, regulations and general administrative rules. In addition, insurance departments have the right to permit other specific practices that may deviate from prescribed practices. As of December 31, 2021, we did not have any prescribed or permitted statutory accounting practices that resulted in reported statutory surplus or risk-to-capital ratios being different from what would have been reported had NAIC statutory accounting practices been followed.
The key areas where SSAP financial statements differ from financial statements presented on a U.S. GAAP basis include:
(a) Under SSAP, mortgage insurance companies are required each year to establish a special contingency reserve in their statutory financial statements to provide for losses in the event of
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
significant economic declines. Annual additions to the statutory contingency reserve must be at least 50% of net earned premiums earned in such year. Such amount must be maintained in the contingency reserve for 10 years, after which time it is released to unassigned surplus. Prior to 10 years, the contingency reserve may be reduced with regulatory approval to the extent that losses in any calendar year exceed 35% of earned premiums for such year.
(b) Under SSAP, insurance policy acquisition costs are charged against operations in the year incurred. Under U.S. GAAP, such costs are deferred and amortized.
(c) Under SSAP, income tax expense is calculated on the basis of amounts currently payable. Generally, deferred tax assets are recognized under both SSAP and U.S. GAAP when it is more likely than not that the deferred tax asset will be realized. However, SSAP standards impose additional admissibility requirements whereby deferred tax assets are only recognized to the extent they are expected to be recovered within a one- to three-year period subject to a capital and surplus limitation. Changes in deferred tax assets and liabilities are recognized as a direct benefit or charge to unassigned surplus, whereas under U.S. GAAP changes in deferred tax assets and liabilities, except for changes in unrealized gains and losses on available-for-sale securities, are recorded as a component of income tax expense.
(d) Under SSAP, investment grade fixed-maturity investments are valued at amortized cost and below-investment grade securities are carried at the lower of amortized cost or market value. Under U.S. GAAP, those investments that we do not have the ability or intent to hold to maturity are considered to be either available for sale or trading securities and are recorded at fair value, with the unrealized gain or loss recognized, net of tax, as an increase or decrease to equity or current operations, as applicable.
(e) Under SSAP, certain assets, designated as non-admitted assets, are charged directly against statutory surplus. Such assets are reflected in our U.S. GAAP financial statements.
The table below presents statutory net income, statutory policyholders’ surplus and contingency reserve for the combined insurance subsidiaries as of and for the years ended December 31:
(Amounts in thousands) 2021 2020 2019
Statutory net income $ 593,093 $ 404,315 $ 847,384
Statutory policyholders’ surplus $ 1,397,229 $ 1,555,035 $ 1,632,518
Contingency reserve $ 3,042,117 $ 2,518,194 $ 2,031,563
Statutory Capital Requirements
Mortgage insurers are not subject to the NAIC’s risk-based capital (“RBC”) requirements, but certain states and other regulators impose another form of capital requirement on mortgage insurers requiring maintenance of a risk-to-capital ratio not to exceed 25:1. Our insurance subsidiaries are domiciled in North Carolina. Fifteen other states maintain similar risk-to-capital requirements. As of December 31, 2021 and 2020, the risk-to-capital ratio for our combined insurance subsidiaries under the current regulatory framework as established under North Carolina law and enforced by the North Carolina Department of Insurance (“NCDOI”) was approximately 12.2 :1 and 12.1 :1, respectively. Each of our insurance subsidiaries met its respective capital requirement as of 2021 and 2020.
PMIERs Regulatory Requirements
Mortgage insurers must meet the private mortgage insurer eligibility requirements (“PMIERs”) as set forth by each GSE in order to remain eligible to insure loans that are purchased by the GSEs. Each approved mortgage insurer is required to provide the GSEs with an annual certification and a quarterly report as to its compliance with PMIERs.
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ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
During 2020, the GSEs issued several amendments to PMIERs. The December 4, 2020 version extended the application of reduced PMIERs capital factors to each non-performing loan that has an initial missed monthly payment occurring on or after March 1, 2020 and prior to April 1, 2021 and capital preservation period from March 31, 2021 to June 30, 2021.
The PMIERs include financial requirements for mortgage insurers under which a mortgage insurer’s “Available Assets” (generally only the most liquid assets of an insurer) must meet or exceed “Minimum Required Assets” (which are based on an insurer’s risk-in-force (“RIF”) and are calculated from tables of factors with several risk dimensions and are subject to a floor amount) and otherwise generally establish when a mortgage insurer is qualified to issue coverage that will be acceptable to the respective GSE for acquisition of high loan-to-value (“LTV”) mortgages. The GSEs may amend or waive PMIERs at their discretion, impose additional conditions or restrictions on us and also have broad discretion to interpret PMIERs, which could impact the calculation of our “Available Assets” and/or “Minimum Required Assets.” The amount of capital that GMICO may be required in the future to maintain the “Minimum Required Assets” as defined in PMIERs, and operate our business is dependent upon, among other things: (i) the way PMIERs are applied and interpreted by the GSEs and the Federal Housing Finance Agency (“FHFA”) as and after they are implemented; (ii) the future performance of the housing market, including as a result of COVID-19 and the length and speed of recovery; (iii) our generation of earnings in our business, “Available Assets” and “Minimum Required Assets,” reducing RIF and reducing delinquencies as anticipated, and writing anticipated amounts and types of new mortgage insurance business; and (iv) our overall financial performance, capital and liquidity levels. Depending on our actual experience, the amount of capital required under PMIERs may be higher than currently anticipated. In the absence of a premium increase for new business, if we hold more capital relative to insured loans, our returns will be lower. We may be unable to increase premium rates for various reasons, principally due to competition. Our inability, on the other hand, to increase the capital as required in the anticipated timeframes and on the anticipated terms, and to realize the anticipated benefits, could have a material adverse impact on our business, results of operations and financial condition. More particularly, our ability to continue to meet the PMIERs financial requirements and maintain a prudent amount of capital in excess of those requirements, given the dynamic nature of asset valuations and requirement changes over time, is dependent upon, among other things: (i) our ability to complete credit risk transfer (“CRT”) transactions on our anticipated terms and timetable, which, as applicable, are subject to market conditions, third-party approvals and other actions (including approval by the GSEs), and other factors that are outside of our control and (ii) our ability to contribute holding company cash or other sources of capital to satisfy the portion of the financial requirements that are not satisfied through these transactions.
The PMIERs Amendment implemented both permanent and temporary revisions to PMIERs. For loans that became non-performing due to a COVID-19 hardship, PMIERs was temporarily amended with respect to each non-performing loan that (i) had an initial missed monthly payment occurring on or after March 1, 2020 and prior to April 1, 2021 or (ii) is subject to a forbearance plan granted in response to a financial hardship related to COVID-19, the terms of which are materially consistent with terms of forbearance plans offered by the GSEs. The risk-based required asset amount factor for the non-performing loan will be the greater of (a) the applicable risk-based required asset amount factor for a performing loan were it not delinquent, and (b) the product of a 0.30 multiplier and the applicable risk-based required asset amount factor for a non-performing loan. In the case of (i) above, absent the loan being subject to a forbearance plan described in (ii) above, the 0.30 multiplier will be applicable for no longer than three calendar months beginning with the month in which the loan became a non-performing loan due to having missed two monthly payments. Loans subject to a forbearance plan described in (ii) above include those that are either in a repayment plan or loan modification trial period following the forbearance plan unless reported to the approved insurer that the loan is no longer in such forbearance plan, repayment plan, or loan modification trial period. The PMIERs Amendment also imposes temporary capital preservation provisions through June 30, 2021, that require an approved insurer to obtain prior written GSE approval before paying any dividends, pledging or transferring assets to an affiliate or entering into any new, or altering any existing, arrangements under tax sharing and intercompany
165
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
expense-sharing agreements, even if such insurer has a surplus of available assets. Therefore, the PMIERs Amendment may restrict or prevent GMICO from paying us dividends.
The PMIERs Amendment additionally imposes permanent revisions to the risk-based required asset amount factor for non-performing loans for properties located in future Federal Emergency Management Agency (“FEMA”)-Declared Major Disaster Areas eligible for individual assistance.
Our assessment of PMIERs compliance is based on a number of factors, including our understanding of the GSEs’ interpretation of the PMIERs financial requirements. The GSEs require our mortgage insurance subsidiaries not to exceed a maximum statutory RTC ratio of 18:1 or they reserve the right to reevaluate the amount of PMIERs credit for reinsurance and other CRT transactions available under PMIERs indicated in their approval letters. Freddie Mac has also imposed additional requirements on our option to commute these reinsurance agreements. Both GSEs reserved the right to periodically review the reinsurance transactions for treatment under PMIERs. If we are unable to continue to meet the requirements mandated by PMIERs, the GSE Restrictions (as defined herein) and any additional restrictions imposed on us by the GSEs, we may not be eligible to write new insurance on loans acquired by the GSEs, which would have a material adverse effect on our business, results of operations and financial condition.
We have met all PMIERs reporting requirements as required by the GSEs. As of December 31, 2021, we had available assets of $ 5,077 million against $ 3,074 million net required assets under PMIERs, compared to available assets of $ 4,588 million against $ 3,359 million net required assets as of December 31, 2020. The sufficiency above the published PMIERs financial requirements as of December 31, 2021, was $ 2,003 million, compared to $ 1,229 million above the published PMIERs requirements as of December 31, 2020, resulting in a PMIERs sufficiency ratio of 165 % and 137 % as of December 31, 2021 and 2020, respectively, which in each case, was above the requirement imposed by the GSE Restrictions that required us to maintain a PMIERs sufficiency ratio of 115 % in 2020. In addition, our PMIERs required assets as of December 31, 2021 and December 31, 2020, benefited from the application of a 0.30 multiplier applied to the risk-based required asset amount factor for certain non-performing loans. The application of the 0.30 multiplier to all eligible delinquencies provided $ 390 million of benefit to our December 31, 2021 PMIERs required assets and $ 1,046 million to our December 31, 2020 required assets. Our CRT transactions provided an estimated aggregate of $ 1,404 million of PMIERs capital credit as of December 31, 2021 compared to $ 936 million on as of December 31, 2020.
Dividend Restrictions
The majority of our investments are held by our regulated U.S. mortgage insurance subsidiaries which may be limited in their ability to make dividends or distributions to a holding company in the future due to restrictions related to their capital levels. Our U.S. mortgage insurance subsidiaries are required to maintain minimum capital on a statutory basis, as well as pursuant to the PMIERs promulgated by the GSEs. Moreover, even where such dividends or distributions would not cause capital to fall below the minimum levels required by state insurance regulators and the GSEs, all proposed dividends or distributions, regardless of amount and source, by our U.S. mortgage insurance subsidiaries are subject to review and potential disapproval by the North Carolina Commissioner of Insurance (the “Commissioner”). Within that general regulatory right of review process, there are three (3) minor procedural variances depending on (i) the amount of the dividend or distribution as well as (ii) the source thereof. As regards amount, dividends and distributions may be classified as either “ordinary” or “extraordinary.” (1) The review standard for an “ordinary” dividend or distribution is that notice must be given to the Commissioner 30 days in advance of the proposed payment date, during which period the Commissioner may disapprove the proposed dividend or distribution. An “extraordinary dividend or distribution” is defined by statute as one, which combined with all others made in the preceding 12 months, exceeds the greater of (i) 10% of the insurer’s surplus as regards policyholders as of the preceding December 31, or (ii) net income, excluding realized capital gains, for the 12-month period ending the preceding December 31. (2) The review standard for an “extraordinary” dividend or distribution is effectively the same as that for an “ordinary” dividend or distribution that the insurer must give 30 days’
166
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
notice and the Commissioner has not disapproved the proposal in that 30-day period. For both “ordinary” and “extraordinary” dividends, the Commissioner has the option to affirmatively grant approval prior to the expiration of the 30-day notice period. (3) Finally, as regards source of funds, the payment of any dividend or distribution from any source other than unassigned surplus, regardless of the amount, requires prior written approval of the Commissioner. In each of the three (3) instances, approval or non-disapproval of any dividend or distribution is based upon the reasonableness of the insurer’s surplus in relation to its outstanding liabilities and the adequacy of its surplus relative to its financial needs. Based on estimated statutory results as of December 31, 2021, in accordance with applicable dividend restrictions, our insurance subsidiaries could pay dividends of approximately $ 69.7 million from unassigned surplus in 2022 without obtaining prior regulatory approval, although notice of the intent to pay must be provided to the Commissioner 30 days in advance thereof during which period the Commissioner may review the dividend pursuant to statutory standards.
(14) Accumulated other comprehensive income (loss)
The following table presents a roll-forward of accumulated other comprehensive income (loss):
(Amounts in thousands) Net unrealized gains (losses) on investments Foreign currency translation Total
Balance January 1, 2019, net of tax
$ ( 26,522 ) $ — $ ( 26,522 )
Other comprehensive income (loss) before reclassifications 120,505 — 120,505
Amounts reclassified (from) to other comprehensive income (loss) ( 552 ) — ( 552 )
Total other comprehensive income (loss) 119,953 — 119,953
Balance January 1, 2020, net of tax
93,431 — 93,431
Other comprehensive income (loss) before reclassifications 112,307 — 112,307
Amounts reclassified (from) to other comprehensive income (loss) 2,640 — 2,640
Total other comprehensive income (loss) 114,947 — 114,947
Balance December 31, 2020, net of tax
208,378 — 208,378
Cumulative effect of changes in accounting 281 — 281
Other comprehensive income (loss) before reclassifications ( 124,908 ) ( 7 ) ( 124,915 )
Amounts reclassified (from) to other comprehensive income (loss) ( 163 ) — ( 163 )
Total other comprehensive income (loss) and other adjustments ( 124,790 ) ( 7 ) ( 124,797 )
Balance December 31, 2021, net of tax
$ 83,588 $ ( 7 ) $ 83,581
The following table presents the effect of the reclassification of significant items out of accumulated other comprehensive income (loss) on the respective line items of the consolidated statements of income:
Amounts reclassified
from accumulated other comprehensive income (loss) Affected line item in consolidated
statement of income
(Amounts in thousands) 2021 2020 2019
Net unrealized gains (losses) on investments $ 206 $ ( 3,342 ) $ 698 Net investment gains (losses)
Benefit (expense) for income taxes ( 43 ) 702 ( 147 ) Provision for income taxes
167
ENACT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021, 2020 and 2019
(15) Earnings per share
The basic earnings per share computation is based on the weighted average number of shares of common stock outstanding. For the year ended December 31, 2021, the calculation of dilutive weighted average shares considers the impact of restricted stock units issued to employees as well deferred stock units issued to our directors. For the years ended December 31, 2020 and 2019, we had no instruments outstanding that would be dilutive to earnings per share.
The following table presents the computation of earnings per share for the years ended December 31:
(Amounts in thousands, except per share amounts) 2021 2020 2019
Net income available to EHI common stockholders $ 546,685 $ 370,421 $ 677,628
Net income per common share:
Basic $ 3.36 $ 2.27 $ 4.16
Diluted $ 3.36 $ 2.27 $ 4.16
Weighted average common shares outstanding:
Basic 162,840 162,840 162,840
Diluted 162,879 162,840 162,840
168
SCHEDULE I
ENACT HOLDINGS, INC.
Summary of Investments—Other Than Investments in Related Parties
As of December 31, 2021, the amortized cost, fair value and carrying value of our invested assets were as follows:
(Amounts in thousands) Amortized cost Fair value Carrying value
U.S. government, agencies and GSEs $ 56,547 $ 58,408 $ 58,408
State and political subdivisions 531,927 538,453 538,453
Non-U.S. government 22,358 22,416 22,416
U.S. corporate 2,863,100 2,945,303 2,945,303
Non-U.S. corporate 652,503 666,594 666,594
Other asset-backed 1,033,739 1,035,165 1,035,165
Total $ 5,160,174 $ 5,266,339 $ 5,266,339
See Report of Independent Registered Public Accounting Firm
169
SCHEDULE II
ENACT HOLDINGS, INC.
(PARENT COMPANY ONLY)
Balance Sheets
December 31,
(Amounts in thousands) 2021 2020
Assets
Investments in subsidiaries $ 4,597,088 $ 4,333,551
Cash and cash equivalents 264,207 300,318
Other assets 3,731 3,832
Total assets
$ 4,865,026 $ 4,637,701
Liabilities and equity
Liabilities:
Other liabilities 19,087 17,728
Long-term borrowings 740,416 738,162
Total liabilities
759,503 755,890
Equity:
Common stock 1,628 1,628
Additional paid-in capital 2,371,861 2,368,699
Accumulated other comprehensive income 83,581 208,378
Retained earnings 1,648,453 1,303,106
Total equity
4,105,523 3,881,811
Total liabilities and equity
$ 4,865,026 $ 4,637,701
See Notes to Schedule II
See Report of Independent Registered Public Accounting Firm
170
SCHEDULE II
ENACT HOLDINGS, INC.
(PARENT COMPANY ONLY)
Statements of Income
Years ended
December 31,
(Amounts in thousands) 2021 2020 2019
Revenues:
Net investment income $ 43 $ 23 $ —
Total revenues 43 23 —
Expenses:
Acquisition and operating expenses, net of deferrals 4,500 1 —
Interest expense 51,009 18,244 —
Total expenses 55,509 18,245 —
Loss before income taxes and equity in income of subsidiaries ( 55,466 ) ( 18,222 ) —
Benefit for income taxes ( 11,683 ) ( 3,831 ) —
Loss before equity in income of subsidiaries ( 43,783 ) ( 14,391 ) —
Equity in income of subsidiaries 590,468 384,812 677,628
Net income $ 546,685 $ 370,421 $ 677,628
See Notes to Schedule II
See Report of Independent Registered Public Accounting Firm
171
SCHEDULE II
ENACT HOLDINGS, INC.
(PARENT COMPANY ONLY)
Statements of Comprehensive Income
Years ended
December 31,
(Amounts in thousands) 2021 2020 2019
Net income $ 546,685 $ 370,421 $ 677,628
Other comprehensive income, net of taxes:
Net unrealized gains (losses) on securities ( 125,071 ) 114,947 119,953
Foreign currency translation ( 7 ) — —
Other comprehensive income ( 125,078 ) 114,947 119,953
Total comprehensive income $ 421,607 $ 485,368 $ 797,581
See Notes to Schedule II
See Report of Independent Registered Public Accounting Firm
172
SCHEDULE II
ENACT HOLDINGS, INC.
(PARENT COMPANY ONLY)
Statements of Cash Flows
Years ended
December 31,
(Amounts in thousands) 2021 2020 2019
Cash flows from operating activities:
Net income $ 546,685 $ 370,421 $ 677,628
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income from subsidiaries ( 590,468 ) ( 384,812 ) ( 677,628 )
Dividends from subsidiaries 230,000 — 250,008
Stock compensation expense 1,496 — —
Amortization of debt issuance costs 2,254 — —
Other 67 — —
Change in certain assets and liabilities:
Other assets 101 ( 3,832 ) —
Other liabilities 1,359 18,240 ( 8 )
Net cash provided by operating activities 191,494 17 250,000
Cash flows from investing activities:
Purchase of equity interest ( 27,304 ) — —
Net cash provided by investing activities ( 27,304 ) — —
Cash flows from financing activities:
Proceeds from the issuance of long-term debt — 737,651 —
Dividends paid ( 200,294 ) ( 437,353 ) ( 250,000 )
Net cash provided by (used in) financing activities ( 200,294 ) 300,298 ( 250,000 )
Effect of exchange rate changes on cash and cash equivalents ( 7 ) — —
Net increase in cash and cash equivalents 300,315 —
Cash and cash equivalents at beginning of year 300,318 3 3
Cash and cash equivalents at end of year $ 264,207 $ 300,318 $ 3
Supplementary disclosure of cash flow information:
Non-cash capital contributions from Genworth $ 903 $ 6,721 $ 5,755
Non-cash capital contributions to subsidiaries $ ( 903 ) $ ( 6,721 ) $ ( 5,755 )
See Notes to Schedule II
See Report of Independent Registered Public Accounting Firm
173
SCHEDULE II
ENACT HOLDINGS, INC.
(PARENT COMPANY ONLY)
Notes to Schedule II
Years Ended December 31, 2021, 2020 and 2019
(1) Organization and purpose
Enact Holdings, Inc. (“EHI”) has been a subsidiary of Genworth since EHI’s incorporation in Delaware in 2012. On May 3, 2021, EHI amended its certificate of incorporation to change its name from Genworth Mortgage Holdings, Inc. Concurrently, we entered into a share exchange agreement with Genworth Holdings, Inc. (“Genworth Holdings”), pursuant to which Genworth Holdings exchanged the 100 shares of our common stock owned by it, representing all of our issued and outstanding capital stock, for 162,840,000 newly-issued shares of common stock, par value $ 0.01 , of EHI. All of the share and per share information presented in the consolidated financial statements, notes to the consolidated financial statements and supplemental schedules to the financial statements has been adjusted to reflect the share exchange on a retroactive basis for all periods and as of all dates presented.
On November 29, 2019, Genworth completed a holding company reorganization whereby Genworth contributed 100% of the issued and outstanding voting securities of EHI to Genworth Holdings, Inc. (“Genworth Holdings”). Post-contribution, EHI was a direct, wholly owned subsidiary of Genworth Holdings, and Genworth Holdings is still a direct, wholly owned subsidiary of Genworth. EHI is a holding company whose subsidiaries offer U.S. mortgage insurance products.
In November 2021, we completed the acquisition of Genworth Financial Mauritius Holdings Limited from Genworth Financial International Holdings. Refer to Note 3 for further details.
(2) Summary of significant accounting policies
The accompanying EHI financial statements have been prepared on the same basis and using the same accounting policies as described in the consolidated financial statements included herein. These financial statements should be read in conjunction with our consolidated financial statements and the accompanying notes thereto.
EHI includes equity in the income of subsidiaries in its statements of income, which represents the net income of each of its consolidated subsidiaries.
(3) Borrowings
The following table sets forth long-term borrowings as of December 31:
(Amounts in thousands) 2021 2020
6.5 % Senior Notes, due 2025
$ 750,000 $ 750,000
Deferred borrowing charges ( 9,584 ) $ ( 11,838 )
Total $ 740,416 $ 738,162
On August 21, 2020, EHI issued $ 750.0 million in aggregate principal amount of 6.5 % senior notes due in 2025. EHI incurred $ 12.60 million of borrowing costs that were deferred and were netted against the principal amount of the notes. Interest on the notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2021. These notes mature on August 15, 2025. EHI may redeem the notes in whole or in part at any time prior to February 15, 2025, at EHI’s option by paying a make-whole premium plus accrued and unpaid interest, if any. At any time on or after February 15, 2025, EHI may redeem the notes in whole or in part at its option at 100 % of the principal amount plus accrued and unpaid interest. The 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 EHI breaches the terms of the indenture.
174
SCHEDULE II
ENACT HOLDINGS, INC.
(PARENT COMPANY ONLY)
EHI committed to retain $ 300 million of the net proceeds from the issuance of these notes that can be drawn down exclusively for its debt service or to contribute to GMICO to meet its regulatory capital needs. The current balance of the 2025 Senior Notes proceeds required to be held by the holding company is approximately $ 252 million.
175
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.