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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

001-34809

Commission File Number

 

GLOBAL INDEMNITY GROUP, LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware

85-2619578

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer Identification No.)

112 S. French Street, Suite 105

Wilmington, DE 19801

(Address of principal executive office including zip code)

 

Registrant's telephone number, including area code: (302) 691-6276

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files.). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer

;

 

Accelerated filer

;

 

 

 

 

 

Non-accelerated filer

;

 

Smaller reporting company

;

 

 

 

 

 

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Shares

GBLI

New York Stock Exchange

 

As of May 1, 2023, the registrant had outstanding 9,672,697 Class A Common Shares and 3,793,612 Class B Common Shares.

 


 

TABLE OF CONTENTS

 

 

 

 

 

Page

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements:

 

3

 

 

 

 

 

 

 

Consolidated Balance Sheets
As of March 31, 2023 (Unaudited) and December 31, 2022

 

3

 

 

 

 

 

 

 

Consolidated Statements of Operations
Quarters Ended March 31, 2023 (Unaudited) and March 31, 2022 (Unaudited)

 

4

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income (Loss)
Quarters Ended March 31, 2023 (Unaudited) and March 31, 2022 (Unaudited)

 

5

 

 

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity
Quarters Ended March 31, 2023 (Unaudited) and March 31, 2022 (Unaudited)

 

6

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows
Quarters Ended March 31, 2023 (Unaudited) and March 31, 2022 (Unaudited)

 

7

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

8

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

30

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

47

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

47

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

48

 

 

 

 

 

Item 1A.

 

Risk Factors

 

48

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

48

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

48

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

48

 

 

 

 

 

Item 5.

 

Other Information

 

48

 

 

 

 

 

Item 6.

 

Exhibits

 

49

 

 

 

 

 

Signature

 

50

 

 

 

 


 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

GLOBAL INDEMNITY GROUP, LLC

Consolidated Balance Sheets

(In thousands, except share amounts)

 

 

 

(Unaudited)
March 31, 2023

 

 

December 31, 2022

 

ASSETS

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

Available for sale, at fair value (amortized cost: $1,300,148 and $1,301,723 ; net of allowance for expected credit losses of $0 at March 31, 2023 and December 31, 2022)

 

$

1,257,357

 

 

$

1,248,198

 

Equity securities, at fair value

 

 

17,342

 

 

 

17,520

 

Other invested assets

 

 

37,669

 

 

 

38,176

 

Total investments

 

 

1,312,368

 

 

 

1,303,894

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

35,737

 

 

 

38,846

 

Premium receivables, net of allowance for expected credit losses of $3,379 at March 31, 2023 and $3,322  at December 31, 2022

 

 

154,624

 

 

 

168,743

 

Reinsurance receivables, net of allowance for expected credit losses of $8,992 at March 31, 2023 and December 31, 2022

 

 

86,772

 

 

 

85,721

 

Funds held by ceding insurers

 

 

17,339

 

 

 

19,191

 

Deferred federal income taxes

 

 

44,489

 

 

 

47,099

 

Deferred acquisition costs

 

 

58,354

 

 

 

64,894

 

Intangible assets

 

 

14,721

 

 

 

14,810

 

Goodwill

 

 

4,820

 

 

 

4,820

 

Prepaid reinsurance premiums

 

 

14,224

 

 

 

17,421

 

Lease right of use assets

 

 

11,265

 

 

 

11,739

 

Other assets

 

 

22,565

 

 

 

23,597

 

Total assets

 

$

1,777,278

 

 

$

1,800,775

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Unpaid losses and loss adjustment expenses

 

$

857,520

 

 

$

832,404

 

Unearned premiums

 

 

241,945

 

 

 

269,353

 

Ceded balances payable

 

 

5,997

 

 

 

17,241

 

Payable for securities purchased

 

 

1,008

 

 

 

66

 

Contingent commissions

 

 

3,772

 

 

 

8,816

 

Lease liabilities

 

 

15,042

 

 

 

15,701

 

Other liabilities

 

 

23,756

 

 

 

30,965

 

Total liabilities

 

$

1,149,040

 

 

$

1,174,546

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

Series A cumulative fixed rate preferred shares, $1,000 par value; 100,000,000 shares authorized, shares issued and outstanding: 4,000 and 4,000 shares, respectively, liquidation preference: $1,000 per share and $1,000 per share, respectively

 

 

4,000

 

 

 

4,000

 

Common shares: no par value; 900,000,000 common shares authorized; class A common shares issued: 10,928,380 and 10,876,041 respectively; class A common shares outstanding: 9,872,697 and 10,073,660, respectively; class B common shares issued and outstanding: 3,793,612 and 3,793,612, respectively

 

 

 

 

 

 

Additional paid-in capital

 

 

452,385

 

 

 

451,305

 

Accumulated other comprehensive income (loss), net of tax

 

 

(34,615

)

 

 

(43,058

)

Retained earnings

 

 

232,506

 

 

 

233,468

 

Class A common shares in treasury, at cost: 1,055,683 and 802,381 shares, respectively

 

 

(26,038

)

 

 

(19,486

)

Total shareholders’ equity

 

 

628,238

 

 

 

626,229

 

Total liabilities and shareholders’ equity

 

$

1,777,278

 

 

$

1,800,775

 

 

See accompanying notes to consolidated financial statements.

 

3


 

GLOBAL INDEMNITY GROUP, LLC

Consolidated Statements of Operations

(In thousands, except shares and per share data)

 

 

 

(Unaudited)
Quarters Ended March 31,

 

 

 

2023

 

 

2022

 

Revenues:

 

 

 

 

 

 

Gross written premiums

 

$

122,985

 

 

$

190,983

 

Ceded written premiums

 

 

(7,124

)

 

 

(31,501

)

Net written premiums

 

 

115,861

 

 

 

159,482

 

Change in net unearned premiums

 

 

24,211

 

 

 

(10,659

)

Net earned premiums

 

 

140,072

 

 

 

148,823

 

Net investment income

 

 

12,008

 

 

 

6,592

 

Net realized investment losses

 

 

(1,520

)

 

 

(25,385

)

Other income

 

 

354

 

 

 

426

 

Total revenues

 

 

150,914

 

 

 

130,456

 

 

 

 

 

 

 

 

Losses and Expenses:

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

88,001

 

 

 

84,695

 

Acquisition costs and other underwriting expenses

 

 

53,478

 

 

 

56,692

 

Corporate and other operating expenses

 

 

6,368

 

 

 

4,660

 

Interest expense

 

 

 

 

 

2,595

 

Income (loss) before income taxes

 

 

3,067

 

 

 

(18,186

)

Income tax expense (benefit)

 

 

573

 

 

 

(3,413

)

Net income (loss)

 

$

2,494

 

 

$

(14,773

)

Less: preferred stock distributions

 

 

110

 

 

 

110

 

Net income (loss) available to common shareholders

 

$

2,384

 

 

$

(14,883

)

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

Net income (loss) available to common shareholders (1)

 

 

 

 

 

 

Basic

 

$

0.17

 

 

$

(1.03

)

Diluted

 

$

0.17

 

 

$

(1.03

)

Weighted-average number of shares outstanding

 

 

 

 

 

 

Basic

 

 

13,670,732

 

 

 

14,514,950

 

Diluted

 

 

13,929,146

 

 

 

14,514,950

 

Cash distributions declared per common share

 

$

0.25

 

 

$

0.25

 

 

(1)
For the quarter ended March 31, 2022, “weighted average shares outstanding – basic” was used to calculate “diluted earnings per share” due to a net loss for this period.

See accompanying notes to consolidated financial statements.

 

4


 

GLOBAL INDEMNITY GROUP, LLC

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

 

 

 

(Unaudited)
Quarters Ended March 31,

 

 

 

2023

 

 

2022

 

Net income (loss)

 

$

2,494

 

 

$

(14,773

)

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

Unrealized holding gains (losses)

 

 

8,157

 

 

 

(42,372

)

Reclassification adjustment for (gains) losses included in net income (loss)

 

 

487

 

 

 

23,085

 

Unrealized foreign currency translation gains (losses)

 

 

(201

)

 

 

111

 

Other comprehensive income (loss), net of tax

 

 

8,443

 

 

 

(19,176

)

 

 

 

 

 

 

 

Comprehensive income (loss), net of tax

 

$

10,937

 

 

$

(33,949

)

 

See accompanying notes to consolidated financial statements.

 

5


 

GLOBAL INDEMNITY GROUP, LLC

 

Consolidated Statements of Changes in Shareholders’ Equity

(In thousands, except share amounts)

 

 

 

(Unaudited)
Quarters Ended March 31,

 

 

 

2023

 

 

2022

 

Number of Series A Cumulative Fixed Rate Preferred Shares

 

 

 

 

 

 

Number at beginning and end of period

 

 

4,000

 

 

 

4,000

 

Number of class A common shares issued:

 

 

 

 

 

 

Number at beginning of period

 

 

10,876,041

 

 

 

10,574,589

 

Common shares issued under share incentive plans, net of forfeitures

 

 

25,913

 

 

 

15,156

 

Common shares issued to directors

 

 

26,426

 

 

 

24,810

 

Number at end of period

 

 

10,928,380

 

 

 

10,614,555

 

Number of class B common shares issued:

 

 

 

 

 

 

Number at beginning and end of period

 

 

3,793,612

 

 

 

3,947,206

 

Par value of Series A Cumulative Fixed Rate Preferred Shares

 

 

 

 

 

 

Balance at beginning and end of period

 

$

4,000

 

 

$

4,000

 

Additional paid-in capital:

 

 

 

 

 

 

Balance at beginning of period

 

$

451,305

 

 

$

447,406

 

Share compensation plans

 

 

1,080

 

 

 

860

 

Balance at end of period

 

$

452,385

 

 

$

448,266

 

Accumulated other comprehensive income (loss), net of deferred income tax:

 

 

 

 

 

 

Balance at beginning of period

 

$

(43,058

)

 

$

6,404

 

Other comprehensive income (loss):

 

 

 

 

 

 

Change in unrealized holding gains (losses)

 

 

8,644

 

 

 

(19,287

)

Unrealized foreign currency translation gains (losses)

 

 

(201

)

 

 

111

 

Other comprehensive income (loss)

 

 

8,443

 

 

 

(19,176

)

Balance at end of period

 

$

(34,615

)

 

$

(12,772

)

Retained earnings:

 

 

 

 

 

 

Balance at beginning of period

 

$

233,468

 

 

$

249,301

 

Net income (loss)

 

 

2,494

 

 

 

(14,773

)

Preferred share distributions

 

 

(110

)

 

 

(110

)

Distributions to shareholders ($0.25 per share per quarter in 2023 and 2022)

 

 

(3,346

)

 

 

(3,647

)

Balance at end of period

 

$

232,506

 

 

$

230,771

 

Number of treasury shares:

 

 

 

 

 

 

Number at beginning of period

 

 

802,381

 

 

 

17,496

 

Class A common shares purchased

 

 

253,302

 

 

 

4,781

 

Number at end of period

 

 

1,055,683

 

 

 

22,277

 

Treasury shares, at cost:

 

 

 

 

 

 

Balance at beginning of period

 

$

(19,486

)

 

$

(490

)

Class A common shares purchased, at cost

 

 

(6,552

)

 

 

(120

)

Balance at end of period

 

$

(26,038

)

 

$

(610

)

Total shareholders’ equity

 

$

628,238

 

 

$

669,655

 

 

See accompanying notes to consolidated financial statements.

 

6


 

GLOBAL INDEMNITY GROUP, LLC

Consolidated Statements of Cash Flows

(In thousands)

 

 

 

(Unaudited)
Quarters Ended March 31,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

2,494

 

 

$

(14,773

)

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

 

 

 

 

 

 

Amortization and depreciation

 

 

1,687

 

 

 

1,605

 

Amortization of debt issuance costs

 

 

 

 

 

35

 

Restricted stock and stock option expense

 

 

1,080

 

 

 

860

 

Deferred federal income taxes

 

 

573

 

 

 

(3,413

)

Amortization of bond premium and discount, net

 

 

(547

)

 

 

1,461

 

Net realized investment losses

 

 

1,520

 

 

 

25,385

 

Loss from equity method investments, net of distributions

 

 

82

 

 

 

483

 

Changes in:

 

 

 

 

 

 

Premium receivables, net

 

 

14,119

 

 

 

(5,834

)

Reinsurance receivables, net

 

 

(1,051

)

 

 

186

 

Funds held by ceding insurers

 

 

1,598

 

 

 

1,455

 

Unpaid losses and loss adjustment expenses

 

 

25,116

 

 

 

10,428

 

Unearned premiums

 

 

(27,408

)

 

 

9,784

 

Ceded balances payable

 

 

(11,244

)

 

 

(22,093

)

Other assets and liabilities

 

 

(7,386

)

 

 

(8,559

)

Contingent commissions

 

 

(5,044

)

 

 

(2,945

)

Deferred acquisition costs

 

 

6,540

 

 

 

(5,002

)

Prepaid reinsurance premiums

 

 

3,197

 

 

 

875

 

Net cash provided by (used for) operating activities

 

 

5,326

 

 

 

(10,062

)

Cash flows from investing activities:

 

 

 

 

 

 

Proceeds from sale of fixed maturities

 

 

44,381

 

 

 

140,150

 

Proceeds from sale of equity securities

 

 

 

 

 

86,173

 

Proceeds from maturity of fixed maturities

 

 

17,515

 

 

 

16,312

 

Proceeds from maturity of preferred stock

 

 

270

 

 

 

 

Proceeds from other invested assets

 

 

425

 

 

 

4,679

 

Amounts received in connection with derivatives

 

 

 

 

 

2,567

 

Purchases of fixed maturities

 

 

(60,426

)

 

 

(145,955

)

Purchases of equity securities

 

 

(19

)

 

 

(10,362

)

Net cash provided by investing activities

 

 

2,146

 

 

 

93,564

 

Cash flows from financing activities:

 

 

 

 

 

 

Distributions paid to common shareholders

 

 

(3,919

)

 

 

(3,654

)

Distributions paid to preferred shareholders

 

 

(110

)

 

 

(110

)

Purchases of class A common shares

 

 

(6,552

)

 

 

(120

)

Net cash used for financing activities

 

 

(10,581

)

 

 

(3,884

)

Net change in cash and cash equivalents

 

 

(3,109

)

 

 

79,618

 

Cash and cash equivalents at beginning of period

 

 

38,846

 

 

 

78,278

 

Cash and cash equivalents at end of period

 

$

35,737

 

 

$

157,896

 

 

See accompanying notes to consolidated financial statements.

 

7


 

1.
Principles of Consolidation and Basis of Presentation

 

Global Indemnity Group, LLC (“Global Indemnity”, "GBLI", or “the Company”), a Delaware limited liability company formed on June 23, 2020, replaced Global Indemnity Limited, incorporated in the Cayman Islands as an exempted company with limited liability, as the ultimate parent company of the Global Indemnity group of companies as a result of a redomestication transaction completed on August 28, 2020. Global Indemnity Group, LLC’s class A common shares are publicly traded on the New York Stock Exchange under the ticker symbol GBLI. Global Indemnity Group, LLC’s predecessors have been publicly traded since 2003. See Note 2 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2022 Annual Report on Form 10-K for additional information regarding the redomestication.

 

The interim consolidated financial statements are unaudited, but have been prepared in conformity with United States of America generally accepted accounting principles (“GAAP”), which differs in certain respects from those principles followed in reports to insurance regulatory authorities. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

The unaudited consolidated financial statements include all adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair statement of results for the interim periods. Results of operations for the quarters ended March 31, 2023 and 2022 are not necessarily indicative of the results of a full year. The accompanying notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s 2022 Annual Report on Form 10-K.

 

The consolidated financial statements include the accounts of Global Indemnity Group, LLC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

Certain amounts not reported in the Consolidated Statements of Operations on the Form 10-Q for the quarter ended March 31, 2022 have been reported to conform to the presentation adopted in the 2nd quarter of 2022. Specifically, the Company reported ceded written premiums and change in net unearned premiums in the current year presentation. This change had no effect on total revenues, total expenses, or net loss reported for the prior year.

2.
Restructuring

The Company is restructuring its insurance operations in an effort to strengthen its market presence and enhance its focus on GBLI’s core Wholesale Commercial and InsurTech products. As a result, the Company exited its four brokerage divisions: Professional Liability, Excess Casualty, Environmental, and Middle Market Property. The Company ceased writing new business and existing renewals were placed in run-off for these four divisions. The restructuring plan, which was initiated in the fourth quarter of 2022, was completed in the first quarter of 2023.

 

In connection with the restructuring plan, the Company incurred restructuring costs of $3.4 million during the fourth quarter of 2022 and $2.2 million during the first quarter of 2023 for total restructuring costs of $5.6 million.

 

 

8


 

The following table summarizes charges incurred by expense type and the remaining liability as of December 31, 2022 and March 31, 2023:

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Consolidated Statements of Operations Line

 

Employee Termination

 

 

Lease Right of Use Asset Impairment

 

 

Total

 

Charges incurred in 2022

 

Corporate and other operating expenses

 

$

2,635

 

 

$

 

 

$

2,635

 

Charges incurred in 2022

 

Acquisition costs and other underwriting expenses (1)

 

 

 

 

 

812

 

 

 

812

 

Non-cash asset charges

 

 

 

 

 

 

 

(812

)

 

 

(812

)

Liability at December 31, 2022

 

 

 

 

2,635

 

 

 

 

 

 

2,635

 

Charges incurred in 2023

 

Corporate and other operating expenses

 

 

2,171

 

 

 

 

 

2,171

 

Cash payments in 2023

 

 

 

 

(2,678

)

 

 

 

 

 

(2,678

)

Liability at March 31, 2023

 

 

 

$

2,128

 

 

$

 

 

$

2,128

 

(1) These charges were recorded within the Company's Exited Line segment.

 

Any information technology initiatives related to business lines within Exited Lines have been discontinued.

3.
Investments

 

The amortized cost and estimated fair value of the Company’s fixed maturities securities were as follows as of March 31, 2023 and December 31, 2022:

 

(Dollars in thousands)

 

Amortized
Cost

 

 

Allowance for Expected Credit Losses

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair Value

 

As of March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

337,865

 

 

$

 

 

$

102

 

 

$

(5,661

)

 

$

332,306

 

Obligations of states and political subdivisions

 

 

33,386

 

 

 

 

 

 

 

 

 

(1,513

)

 

 

31,873

 

Mortgage-backed securities

 

 

66,799

 

 

 

 

 

 

421

 

 

 

(4,738

)

 

 

62,482

 

Asset-backed securities

 

 

214,005

 

 

 

 

 

 

695

 

 

 

(6,995

)

 

 

207,705

 

Commercial mortgage-backed securities

 

 

104,788

 

 

 

 

 

 

22

 

 

 

(5,723

)

 

 

99,087

 

Corporate bonds

 

 

353,329

 

 

 

 

 

 

68

 

 

 

(12,237

)

 

 

341,160

 

Foreign corporate bonds

 

 

189,976

 

 

 

 

 

 

5

 

 

 

(7,237

)

 

 

182,744

 

Total fixed maturities

 

$

1,300,148

 

 

$

 

 

$

1,313

 

 

$

(44,104

)

 

$

1,257,357

 

 

(Dollars in thousands)

 

Amortized
Cost

 

 

Allowance for Expected Credit Losses

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair Value

 

As of December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

352,533

 

 

$

 

 

$

 

 

$

(8,430

)

 

$

344,103

 

Obligations of states and political subdivisions

 

 

33,471

 

 

 

 

 

 

 

 

 

(1,876

)

 

 

31,595

 

Mortgage-backed securities

 

 

67,560

 

 

 

 

 

 

165

 

 

 

(5,609

)

 

 

62,116

 

Asset-backed securities

 

 

198,161

 

 

 

 

 

 

390

 

 

 

(9,151

)

 

 

189,400

 

Commercial mortgage-backed securities

 

 

104,777

 

 

 

 

 

 

20

 

 

 

(6,133

)

 

 

98,664

 

Corporate bonds

 

 

353,622

 

 

 

 

 

 

16

 

 

 

(14,858

)

 

 

338,780

 

Foreign corporate bonds

 

 

191,599

 

 

 

 

 

 

 

 

 

(8,059

)

 

 

183,540

 

Total fixed maturities

 

$

1,301,723

 

 

$

 

 

$

591

 

 

$

(54,116

)

 

$

1,248,198

 

 

 

9


 

As of March 31, 2023 and December 31, 2022, the Company’s investments in equity securities consist of the following:

 

(Dollars in thousands)

 

March 31, 2023

 

 

December 31, 2022

 

Common stock

 

$

1,230

 

 

$

1,271

 

Preferred stock

 

 

16,112

 

 

 

16,249

 

Total

 

$

17,342

 

 

$

17,520

 

Excluding U.S. treasuries and limited partnerships, the Company did not hold any debt or equity investments in a single issuer in excess of 2.4% of shareholders' equity at March 31, 2023 and December 31, 2022, respectively.

 

The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at March 31, 2023, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

(Dollars in thousands)

 

Amortized
Cost

 

 

Estimated
Fair Value

 

Due in one year or less

 

$

323,345

 

 

$

318,732

 

Due in one year through five years

 

 

556,218

 

 

 

538,542

 

Due in five years through ten years

 

 

22,295

 

 

 

19,921

 

Due after fifteen years

 

 

12,698

 

 

 

10,888

 

Mortgage-backed securities

 

 

66,799

 

 

 

62,482

 

Asset-backed securities

 

 

214,005

 

 

 

207,705

 

Commercial mortgage-backed securities

 

 

104,788

 

 

 

99,087

 

Total

 

$

1,300,148

 

 

$

1,257,357

 

 

The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of March 31, 2023. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 5.

 

 

 

Less than 12 months

 

 

12 months or longer

 

 

Total

 

(Dollars in thousands)

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

298,152

 

 

$

(4,692

)

 

$

12,768

 

 

$

(969

)

 

$

310,920

 

 

$

(5,661

)

Obligations of states and political subdivisions

 

 

16,216

 

 

 

(285

)

 

 

15,657

 

 

 

(1,228

)

 

 

31,873

 

 

 

(1,513

)

Mortgage-backed securities

 

 

25,678

 

 

 

(1,788

)

 

 

25,407

 

 

 

(2,950

)

 

 

51,085

 

 

 

(4,738

)

Asset-backed securities

 

 

57,761

 

 

 

(1,230

)

 

 

94,079

 

 

 

(5,765

)

 

 

151,840

 

 

 

(6,995

)

Commercial mortgage-backed securities

 

 

19,425

 

 

 

(811

)

 

 

76,881

 

 

 

(4,912

)

 

 

96,306

 

 

 

(5,723

)

Corporate bonds

 

 

201,660

 

 

 

(3,963

)

 

 

124,030

 

 

 

(8,274

)

 

 

325,690

 

 

 

(12,237

)

Foreign corporate bonds

 

 

112,509

 

 

 

(1,719

)

 

 

66,293

 

 

 

(5,518

)

 

 

178,802

 

 

 

(7,237

)

Total fixed maturities

 

$

731,401

 

 

$

(14,488

)

 

$

415,115

 

 

$

(29,616

)

 

$

1,146,516

 

 

$

(44,104

)

 

The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of

 

10


 

December 31, 2022. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 5.

 

 

 

Less than 12 months

 

 

12 months or longer

 

 

Total

 

(Dollars in thousands)

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

335,781

 

 

$

(7,518

)

 

$

8,322

 

 

$

(912

)

 

$

344,103

 

 

$

(8,430

)

Obligations of states and political subdivisions

 

 

27,772

 

 

 

(1,378

)

 

 

3,778

 

 

 

(498

)

 

 

31,550

 

 

 

(1,876

)

Mortgage-backed securities

 

 

51,517

 

 

 

(4,228

)

 

 

7,860

 

 

 

(1,381

)

 

 

59,377

 

 

 

(5,609

)

Asset-backed securities

 

 

97,857

 

 

 

(3,610

)

 

 

62,689

 

 

 

(5,541

)

 

 

160,546

 

 

 

(9,151

)

Commercial mortgage-backed securities

 

 

67,926

 

 

 

(4,072

)

 

 

27,907

 

 

 

(2,061

)

 

 

95,833

 

 

 

(6,133

)

Corporate bonds

 

 

261,123

 

 

 

(8,480

)

 

 

71,192

 

 

 

(6,378

)

 

 

332,315

 

 

 

(14,858

)

Foreign corporate bonds

 

 

150,308

 

 

 

(5,469

)

 

 

31,232

 

 

 

(2,590

)

 

 

181,540

 

 

 

(8,059

)

Total fixed maturities

 

$

992,284

 

 

$

(34,755

)

 

$

212,980

 

 

$

(19,361

)

 

$

1,205,264

 

 

$

(54,116

)

 

The Company regularly performs various analytical valuation procedures with respect to its investments, including reviewing each available for sale debt security in an unrealized loss position to assess whether the decline in fair value below amortized cost basis has resulted from a credit loss or other factors. In assessing whether a credit loss exists, the Company compares the present value of the cash flows expected to be collected from the security to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis of the security, a credit loss exists and an allowance for expected credit losses is recorded. Subsequent changes in the allowances are recorded in the period of change as either credit loss expense or reversal of credit loss expense. Any impairments related to factors other than credit losses and the intent to sell are recorded through other comprehensive income, net of taxes.

 

For fixed maturities, the factors considered in reaching the conclusion that a credit loss exists include, among others, whether:

 

(1)
the extent to which the fair value is less than the amortized cost basis;
(2)
the issuer is in financial distress;
(3)
the investment is secured;
(4)
a significant credit rating action occurred;
(5)
scheduled interest payments were delayed or missed;
(6)
changes in laws or regulations have affected an issuer or industry;
(7)
the investment has an unrealized loss and was identified by the Company’s investment manager as an investment to be sold before recovery or maturity;
(8)
the investment failed cash flow projection testing to determine if anticipated principal and interest payments will be realized; and
(9)
changes in US Treasury rates and/or credit spreads since original purchase to identify whether the unrealized loss is simply due to interest rate movement.

 

According to accounting guidance for debt securities in an unrealized loss position, the Company is required to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before the anticipated recovery. If either of these conditions is met, any allowance for expected credit losses is written off and the amortized cost basis is written down to the fair value of the fixed maturity security with any incremental impairment reported in earnings. That new amortized cost basis shall not be adjusted for subsequent recoveries in fair value.

 

The Company elected the practical expedient to exclude accrued interest from both the fair value and the amortized cost basis of the available for sale debt securities for the purposes of identifying and measuring an impairment and to not measure an allowance for expected credit losses for accrued interest receivables. Accrued interest receivable is written off through net realized investment gains (losses) at the time the issuer of the bond defaults or is expected to default on payment. The Company made an accounting policy election to present the accrued interest receivable balance with other assets on the

 

11


 

Company’s consolidated statements of financial position. Accrued interest receivable related to fixed maturities was $7.0 million and $8.4 million as of March 31, 2023 and December 31, 2022, respectively.

 

The following is a description, by asset type, of the methodology and significant inputs that the Company used to measure the amount of credit loss recognized in earnings, if any:

 

U.S. treasuries – As of March 31, 2023, gross unrealized losses related to U.S. treasuries were $5.661 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, macroeconomic and market analysis is conducted in evaluating these securities. Consideration is given to the interest rate environment, duration and yield curve management of the portfolio, sector allocation and security selection. Based on the analysis performed, the Company did not recognize a credit loss on U.S. treasuries during the period.

 

Obligations of states and political subdivisions – As of March 31, 2023, gross unrealized losses related to obligations of states and political subdivisions were $1.513 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, elements that may influence the performance of the municipal bond market are considered in evaluating these securities such as investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies. Based on the analysis performed, the Company did not recognize a credit loss on obligations of states and political subdivisions during the period.

 

Mortgage-backed securities (“MBS”) – As of March 31, 2023, gross unrealized losses related to mortgage-backed securities were $4.738 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, mortgage-backed securities are modeled to project principal losses under downside, base, and upside scenarios for the economy and home prices. The primary assumption that drives the security and loan level modeling is the Home Price Index (“HPI”) projection. These forecasts incorporate not just national macro-economic trends, but also regional impacts to arrive at the most granular and accurate projections. These assumptions are incorporated into the model as a basis to generate delinquency probabilities, default curves, loss severity curves, and voluntary prepayment curves at the loan level within each deal. The model utilizes HPI-adjusted current loan to value, payment history, loan terms, loan modification history, and borrower characteristics as inputs to generate expected cash flows and principal loss for each bond under various scenarios. Based on the analysis performed, the Company did not recognize a credit loss on mortgage-backed securities during the period.

 

Asset backed securities (“ABS”) - As of March 31, 2023, gross unrealized losses related to asset backed securities were $6.995 million. The weighted average credit enhancement for the Company’s asset backed portfolio is 34.1. This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, every ABS transaction is analyzed on a stand-alone basis. This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction. Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral. The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type. These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss. The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest. Based on the analysis performed, the Company did not recognize a credit loss on asset backed securities during the period.

 

Commercial mortgage-backed securities (“CMBS”) - As of March 31, 2023, gross unrealized losses related to the CMBS portfolio were $5.723 million. The weighted average credit enhancement for the Company’s CMBS portfolio is 46.5. This represents the percentage of pool losses that can occur before a commercial mortgage-backed security will incur its first dollar of principal loss. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy. Each loan is analyzed over time using a series of tests to determine if a credit event will occur during the life of the loan. Inherent in this process are several economic scenarios and their corresponding rent/vacancy and capital market states. The five primary credit events that frame the analysis include loan modifications, term default, balloon default, extension, and ability to pay off at balloon. The resulting output is the expected loss adjusted cash flows for each bond under the base case and distressed scenarios. Based on the analysis performed, the Company did not recognize a credit loss on commercial mortgage-backed securities during the period.

 

12


 

 

Corporate bonds - As of March 31, 2023, gross unrealized losses related to corporate bonds were $12.237 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, analysis for this asset class includes maintaining detailed financial models that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on corporate bonds during the period.

 

Foreign bonds – As of March 31, 2023, gross unrealized losses related to foreign bonds were $7.237 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, detailed financial models are maintained that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on foreign bonds during the period.

 

The Company has evaluated its investment portfolio and has determined that an allowance for expected credit losses on its investments is not required.

 

The Company recorded the following impairments on its investment portfolio for the quarters ended March 31, 2023 and 2022 and are related to securities in an unrealized loss position where the Company had an intent to sell the securities:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022 (1)

 

Fixed maturities:

 

 

 

 

 

 

Impairment related to intent to sell

 

 

 

 

 

(25,525

)

Total

 

$

 

 

$

(25,525

)

 

(1)
In response to a rising interest rate environment, the Company took action early in April 2022 to shorten the duration of its fixed maturities portfolio. In connection with these actions, the Company identified fixed maturities securities with a weighted average life of five years or greater as having an intent to sell resulting in other-than-temporary impairment losses. The majority of which were sold in the 2nd quarter of 2022. Most of the proceeds from the sale of these securities were reinvested into fixed income investments with maturities of two years. As a result of these actions, book yield increased from 2.2% at December 31, 2021 to 3.6% at March 31, 2023.

 

Accumulated Other Comprehensive Income (Loss), Net of Tax

 

Accumulated other comprehensive income, net of tax, as of March 31, 2023 and December 31, 2022 was as follows:

 

(Dollars in thousands)

 

March 31, 2023

 

 

December 31, 2022

 

Net unrealized gains (losses) from:

 

 

 

 

 

 

Fixed maturities

 

$

(42,791

)

 

$

(53,525

)

Foreign currency fluctuations

 

 

(381

)

 

 

(127

)

Deferred taxes

 

 

8,557

 

 

 

10,594

 

Accumulated other comprehensive income (loss), net of tax

 

$

(34,615

)

 

$

(43,058

)

 

 

13


 

The following tables present the changes in accumulated other comprehensive income, net of tax, by components, for the quarters ended March 31, 2023 and 2022:

 

Quarter Ended March 31, 2023
(Dollars in thousands)

 

Unrealized Gains and Losses on Available for Sale Securities

 

 

Foreign Currency Items

 

 

Accumulated Other Comprehensive Income (Loss)

 

Beginning balance, net of tax

 

$

(42,958

)

 

$

(100

)

 

$

(43,058

)

Other comprehensive income (loss) before reclassification, before tax

 

 

10,128

 

 

 

(254

)

 

 

9,874

 

Amounts reclassified from accumulated other comprehensive income, before tax

 

 

606

 

 

 

 

 

 

606

 

Other comprehensive income (loss), before tax

 

 

10,734

 

 

 

(254

)

 

 

10,480

 

Income tax benefit

 

 

(2,090

)

 

 

53

 

 

 

(2,037

)

Ending balance, net of tax

 

$

(34,314

)

 

$

(301

)

 

$

(34,615

)

 

Quarter Ended March 31, 2022
(Dollars in thousands)

 

Unrealized Gains and Losses on Available for Sale Securities

 

 

Foreign Currency Items

 

 

Accumulated Other Comprehensive Income

 

Beginning balance, net of tax

 

$

6,519

 

 

$

(115

)

 

$

6,404

 

Other comprehensive income (loss) before reclassification, before tax

 

 

(52,749

)

 

 

141

 

 

 

(52,608

)

Amounts reclassified from accumulated other comprehensive income, before tax

 

 

28,764

 

 

 

 

 

 

28,764

 

Other comprehensive income (loss), before tax

 

 

(23,985

)

 

 

141

 

 

 

(23,844

)

Income tax benefit

 

 

4,697

 

 

 

(29

)

 

 

4,668

 

Ending balance, net of tax

 

$

(12,769

)

 

$

(3

)

 

$

(12,772

)

 

The reclassifications out of accumulated other comprehensive income for the quarters ended March 31, 2023 and 2022 were as follows:

 

 

 

 

 

Amounts Reclassified from
Accumulated Other
Comprehensive Income

 

(Dollars in thousands)

 

 

 

Quarters Ended March 31,

 

Details about Accumulated Other
Comprehensive Income Components

 

Affected Line Item in the Consolidated
Statements of Operations

 

2023

 

 

2022

 

Unrealized gains and losses on available for sale securities

 

Other net realized investment (gains) losses

 

$

606

 

 

$

28,764

 

 

 

Income tax expense (benefit)

 

 

(119

)

 

 

(5,679

)

 

 

Total reclassifications, net of tax

 

$

487

 

 

$

23,085

 

 

 

14


 

Net Realized Investment Gains (Losses)

 

The components of net realized investment gains (losses) for the quarters ended March 31, 2023 and 2022 were as follows:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Fixed maturities:

 

 

 

 

 

 

Gross realized gains

 

$

5

 

 

$

206

 

Gross realized losses

 

 

(611

)

 

 

(28,970

)

Net realized gains (losses)

 

 

(606

)

 

 

(28,764

)

Equity securities:

 

 

 

 

 

 

Gross realized gains

 

 

627

 

 

 

1,806

 

Gross realized losses

 

 

(1,541

)

 

 

(3,151

)

Net realized gains (losses)

 

 

(914

)

 

 

(1,345

)

Derivatives:

 

 

 

 

 

 

Gross realized gains

 

 

 

 

 

6,088

 

Gross realized losses

 

 

 

 

 

(1,364

)

Net realized gains (losses) (1)

 

 

 

 

 

4,724

 

Total net realized investment gains (losses)

 

$

(1,520

)

 

$

(25,385

)

 

(1)
Includes periodic net interest settlements related to the derivatives of $1.4 million for the quarter ended March 31, 2022.

The following table shows the calculation of the portion of realized gains and losses related to equity securities held as of March 31, 2023 and 2022:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Net gains (losses) recognized during the period on equity securities

 

$

(914

)

 

$

(1,345

)

Less: net gains (losses) recognized during the period on equity securities sold during the period

 

 

18

 

 

 

11,114

 

Unrealized gains (losses) recognized during the reporting period on equity securities

 

$

(932

)

 

$

(12,459

)

 

The proceeds from sales and redemptions of available for sale and equity securities resulting in net realized investment gains (losses) for the quarters ended March 31, 2023 and 2022 were as follows:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Fixed maturities

 

$

44,381

 

 

$

140,150

 

Equity securities

 

 

 

 

 

86,173

 

 

Net Investment Income

 

The sources of net investment income for the quarters ended March 31, 2023 and 2022 were as follows:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Fixed maturities

 

$

11,460

 

 

$

6,404

 

Equity securities

 

 

190

 

 

 

334

 

Cash and cash equivalents

 

 

263

 

 

 

32

 

Other invested assets

 

 

467

 

 

 

426

 

Total investment income

 

 

12,380

 

 

 

7,196

 

Investment expense

 

 

(372

)

 

 

(604

)

Net investment income

 

$

12,008

 

 

$

6,592

 

 

 

15


 

 

The Company’s total investment return on a pre-tax basis for the quarters ended March 31, 2023 and 2022 were as follows:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Net investment income

 

$

12,008

 

 

$

6,592

 

Net realized investment gains (losses)

 

 

(1,520

)

 

 

(25,385

)

Change in unrealized holding gains (losses)

 

 

10,480

 

 

 

(23,844

)

Net realized and unrealized investment returns

 

 

8,960

 

 

 

(49,229

)

Total investment return

 

$

20,968

 

 

$

(42,637

)

Total investment return % (1)

 

 

1.6

%

 

 

(2.8

%)

Average investment portfolio (2)

 

$

1,344,886

 

 

$

1,498,272

 

 

(1)
Not annualized.
(2)
Average of total cash and invested assets, net of receivable/payable for securities purchased and sold, as of the beginning and end of the period.

 

As of March 31, 2023 and December 31, 2022, the Company did not own any fixed maturity securities that were non-income producing for the preceding twelve months.

 

Insurance Enhanced Asset-Backed and Credit Securities

 

As of March 31, 2023, the Company held insurance enhanced municipal bonds with a market value of approximately $6.8 million which represented 0.5% of the Company’s total cash and invested assets, net of payable/ receivable for securities purchased and sold. The financial guarantors of the Company’s $6.8 million municipal bonds include Assured Guaranty Corporation ($5.3 million) and Ambac Financial Group ($1.5 million).

 

The Company had no direct investments in the entities that have provided financial guarantees or other credit support to any security held by the Company at March 31, 2023.

Bonds Held on Deposit

 

Certain cash and cash equivalents and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral, or were held in trust. The fair values were as follows as of March 31, 2023 and December 31, 2022:

 

 

 

Estimated Fair Value

 

(Dollars in thousands)

 

March 31, 2023

 

 

December 31, 2022

 

On deposit with governmental authorities

 

$

19,476

 

 

$

19,290

 

Held in trust pursuant to third party requirements

 

 

164,429

 

 

 

161,901

 

Total (1)

 

$

183,905

 

 

$

181,191

 

 

(1)
Includes cash and cash equivalents of $4.1 million and $3.7 million at March 31, 2023 and December 31, 2022, respectively, with the remainder related to bonds available for sale.

 

Variable Interest Entities

 

A Variable Interest Entity (“VIE”) refers to an investment in which an investor holds a controlling interest that is not based on the majority of voting rights. Under the VIE model, the party that has the power to exercise significant management influence and maintain a controlling financial interest in the entity’s economics is said to be the primary beneficiary, and is required to consolidate the entity within their results. Other entities that participate in a VIE, for which their financial interests fluctuate with changes in the fair value of the investment entity’s net assets but do not have significant management influence and the ability to direct the VIE’s significant economic activities are said to have a variable interest in the VIE but do not consolidate the VIE in their financial results.

 

The Company has variable interests in two VIE’s for which it is not the primary beneficiary. These investments are accounted for under the equity method of accounting as their ownership interest exceeds 3% of their respective investments.

 

 

16


 

The carrying value of one of the Company’s VIE’s, which invests in distressed securities and assets, was $4.6 million and $4.8 million as of March 31, 2023 and December 31, 2022, respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $18.8 million and $19.0 million at March 31, 2023 and December 31, 2022, respectively. The carrying value and maximum exposure to loss of a second VIE that invests in Real Estate Investment Trust (“REIT”) qualifying assets was $9.8 million as of March 31, 2023 and December 31, 2022, respectively. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheets with changes in carrying value recorded in the consolidated statements of operations.

4.
Derivative Instruments

 

Derivatives were used by the Company to reduce risks from changes in interest rates and limit exposure to severe equity market changes. The Company used interest rate swaps with terms to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts as calculated by reference to an agreed notional amount. The Company has also used exchange-traded futures contracts, which give the holder the right and obligation to participate in market movements at a future date, to allow the Company to react faster to market conditions. When using derivatives, the Company posts collateral and settles variation margin in cash on a daily basis equal to the amount of the derivatives’ change in value.

 

The Company accounts for the interest rate swaps and futures as non-hedge instruments and recognizes the fair value of the interest rate swaps in other assets or other liabilities on the consolidated balance sheets with the changes in fair value recognized as net realized investment gains or losses in the consolidated statements of operations. The Company is ultimately responsible for the valuation of the interest rate swaps. To aid in determining the estimated fair value of the interest rate swaps, the Company relies on the forward interest rate curve and information obtained from a third party financial institution.

 

The following table summarizes the net gains included in the consolidated statements of operations for changes in the fair value of the derivatives and the periodic net interest settlements under the derivatives for the quarters ended March 31, 2023 and 2022:

 

 

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

Consolidated Statements of Operations Line

 

2023

 

 

2022

 

Interest rate swap agreements

 

Net realized investment gains (losses)

 

$

 

 

$

4,724

 

Total

 

 

 

$

 

 

$

4,724

 

 

The Company terminated its outstanding interest rate swaps in the fourth quarter of 2022 and was not utilizing interest rate swap agreements as of December 31, 2022. There are no outstanding amounts related to the interest rate swap agreements on the consolidated balance sheets as of March 31, 2023 or December 31, 2022.

5.
Fair Value Measurements

 

The accounting standards related to fair value measurements define fair value, establish a framework for measuring fair value, outline a fair value hierarchy based on inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. These standards do not change existing guidance as to whether or not an instrument is carried at fair value. The Company has determined that its fair value measurements are in accordance with the requirements of these accounting standards.

 

The Company’s invested assets are carried at their fair value and are categorized based upon a fair value hierarchy:

 

Level 1 – inputs utilize quoted prices (unadjusted) in active markets for identical assets that the Company has the ability to access at the measurement date.

 

Level 2 – inputs utilize other than quoted prices included in Level 1 that are observable for similar assets, either directly or indirectly.

 

Level 3 – inputs are unobservable for the asset, and include situations where there is little, if any, market activity for the asset.

 

 

17


 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s 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.

 

The following table presents information about the Company’s invested assets measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

 

 

 

Fair Value Measurements

 

As of March 31, 2023
(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

332,306

 

 

$

 

 

$

 

 

$

332,306

 

Obligations of states and political subdivisions

 

 

 

 

 

31,873

 

 

 

 

 

 

31,873

 

Mortgage-backed securities

 

 

 

 

 

61,518

 

 

 

964

 

 

 

62,482

 

Commercial mortgage-backed securities

 

 

 

 

 

99,087

 

 

 

 

 

 

99,087

 

Asset-backed securities

 

 

 

 

 

207,386

 

 

 

319

 

 

 

207,705

 

Corporate bonds

 

 

 

 

 

339,338

 

 

 

1,822

 

 

 

341,160

 

Foreign corporate bonds

 

 

 

 

 

182,744

 

 

 

 

 

 

182,744

 

Total fixed maturities

 

 

332,306

 

 

 

921,946

 

 

 

3,105

 

 

 

1,257,357

 

Equity securities

 

 

 

 

 

16,112

 

 

 

1,230

 

 

 

17,342

 

Total assets measured at fair value

 

$

332,306

 

 

$

938,058

 

 

$

4,335

 

 

$

1,274,699

 

 

 

 

Fair Value Measurements

 

As of December 31, 2022
(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

344,103

 

 

$

 

 

$

 

 

$

344,103

 

Obligations of states and political subdivisions

 

 

 

 

 

31,595

 

 

 

 

 

 

31,595

 

Mortgage-backed securities

 

 

 

 

 

61,156

 

 

 

960

 

 

 

62,116

 

Commercial mortgage-backed securities

 

 

 

 

 

98,664

 

 

 

 

 

 

98,664

 

Asset-backed securities

 

 

 

 

 

189,073

 

 

 

327

 

 

 

189,400

 

Corporate bonds

 

 

 

 

 

336,767

 

 

 

2,013

 

 

 

338,780

 

Foreign corporate bonds

 

 

 

 

 

183,540

 

 

 

 

 

 

183,540

 

Total fixed maturities

 

 

344,103

 

 

 

900,795

 

 

 

3,300

 

 

 

1,248,198

 

Equity securities

 

 

 

 

 

16,249

 

 

 

1,271

 

 

 

17,520

 

Total assets measured at fair value

 

$

344,103

 

 

$

917,044

 

 

$

4,571

 

 

$

1,265,718

 

 

The securities classified as Level 1 in the above tables consist of U.S. treasuries actively traded on an exchange.

 

The securities classified as Level 2 in the above tables consist primarily of fixed maturities, and equity securities. Based on the typical trading volumes and the lack of quoted market prices for fixed maturities, security prices are derived through recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information. If there are no recent reported trades, matrix or model processes are used to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Included in the pricing of asset-backed securities, collateralized mortgage obligations, and mortgage-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral.

 

The investments classified as Level 3 in the above table consist of fixed maturities and equity securities with unobservable inputs.

 

 

18


 

The following table presents changes in Level 3 investments measured at fair value on a recurring basis for the quarters ended March 31, 2023 and 2022:

 

 

 

Quarters Ended
March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Beginning balance

 

$

4,571

 

 

$

2,769

 

Total gains (realized / unrealized):

 

 

 

 

 

 

Included in accumulated other comprehensive income

 

 

10

 

 

 

(8

)

Included in earnings attributable to realized gains / losses

 

 

(59

)

 

 

(68

)

Transfers into level 3

 

 

 

 

 

250

 

Transfers out of level 3

 

 

 

 

 

 

Amortization of bond premium and discount, net

 

 

2

 

 

 

 

Purchases

 

 

74

 

 

 

1,424

 

Sales

 

 

(263

)

 

 

(79

)

Ending balance

 

 

4,335

 

 

 

4,288

 

Gains (losses) included in earnings attributable to the change in unrealized gains (losses) related to assets still held at end of reporting period

 

$

(59

)

 

$

(5

)

Fair Value of Alternative Investments

 

Other invested assets consist of limited partnerships whose carrying value approximates fair value. The following table provides the fair value and future funding commitments related to these investments at March 31, 2023 and December 31, 2022.

 

 

 

March 31, 2023

 

 

December 31, 2022

 

(Dollars in thousands)

 

Fair Value

 

 

Future Funding
Commitment

 

 

Fair Value

 

 

Future Funding
Commitment

 

European Non-Performing Loan Fund, LP (1)

 

$

4,572

 

 

$

14,214

 

 

$

4,832

 

 

$

14,214

 

Mortgage Debt Fund, LP (2)

 

 

9,798

 

 

 

 

 

 

9,771

 

 

 

 

Global Debt Fund, LP (3)

 

 

23,299

 

 

 

 

 

 

23,573

 

 

 

 

Total

 

$

37,669

 

 

$

14,214

 

 

$

38,176

 

 

$

14,214

 

 

(1)
This limited partnership invests in distressed securities and assets through senior and subordinated, secured and unsecured debt and equity, in both public and private large-cap and middle-market companies. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
(2)
This limited partnership invests in REIT qualifying assets such as mortgage loans, investor property loans, and commercial mortgage loans. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
(3)
This limited partnership invests in performing, stressed or distressed securities and loans across the global fixed income markets. The Company does have the contractual option to withdraw all or a portion of its limited partnership interest by providing notice to the fund.

Limited Liability Companies and Limited Partnerships with ownership interest exceeding 3%

 

The Company uses the equity method to account for investments in limited liability companies and limited partnerships where its ownership interest exceeds 3%. The equity method of accounting for an investment in limited liability companies and limited partnerships requires that its cost basis be updated to account for the income or loss earned on the investment. In the Fair Value of Alternative Investments table above, all of the investments are booked on a one quarter lag due to non-availability of data at the time the financial statements are prepared. The investment income (loss) associated with the limited liability companies and limited partnerships whose ownership interest exceeds 3% is reflected in the consolidated statements of operations in the amounts of $0.1 million and $(0.1) million for the quarters ended March 31, 2023 and 2022, respectively.

Pricing

 

The Company’s pricing vendors provide prices for all investment categories except for investments in limited liability companies and limited partnerships. Two primary vendors are utilized to provide prices for equity and fixed maturity securities.

 

19


 

 

The following is a description of the valuation methodologies used by the Company’s pricing vendors for investment securities carried at fair value:

 

Equity security prices are received from primary and secondary exchanges.

 

Corporate and agency bonds are evaluated by utilizing a spread to a benchmark curve. Bonds with similar characteristics are grouped into specific sectors. Inputs for both asset classes consist of trade prices, broker quotes, the new issue market, and prices on comparable securities.

 

Data from commercial vendors is aggregated with market information, then converted into an option adjusted spread (“OAS”) matrix and prepayment model used for collateralized mortgage obligations (“CMO”). CMOs are categorized with mortgage-backed securities in the tables listed above. For asset-backed securities, spread data is derived from trade prices, dealer quotations, and research reports. For both asset classes, evaluations utilize standard inputs plus new issue data, and collateral performance. The evaluated pricing models incorporate cash flows, broker quotes, market trades, historical prepayment speeds, and dealer projected speeds.
For obligations of state and political subdivisions, an attribute-based modeling system is used. The pricing model incorporates trades, market clearing yields, market color, and fundamental credit research.
U.S. treasuries are evaluated by obtaining feeds from a number of live data sources including primary and secondary dealers as well as inter-dealer brokers.
For mortgage-backed securities, various external analytical products are utilized and purchased from commercial vendors.

 

The Company performs certain procedures to validate whether the pricing information received from the pricing vendors is reasonable, to ensure that the fair value determination is consistent with accounting guidance, and to ensure that its assets are properly classified in the fair value hierarchy. The Company’s procedures include, but are not limited to:

Reviewing periodic reports provided by the Investment Manager that provides information regarding rating changes and securities placed on watch. This procedure allows the Company to understand why a particular security’s market value may have changed or may potentially change.
Understanding and periodically evaluating the various pricing methods and procedures used by the Company’s pricing vendors to ensure that investments are properly classified within the fair value hierarchy.
On a quarterly basis, the Company corroborates investment security prices received from its pricing vendors by obtaining pricing from a second pricing vendor for a sample of securities.

 

During the quarters ended March 31, 2023 and 2022, the Company has not adjusted quotes or prices obtained from the pricing vendors.

6.
Allowance for Expected Credit Losses - Premium Receivables and Reinsurance Receivables

For premium receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, direct placement with collection agencies, solvency of insured or agent, terminated agents, and other relevant factors.

 

 

20


 

The following table is an analysis of the allowance for expected credit losses related to the Company's premium receivables for the quarters ended March 31, 2023 and 2022:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Beginning balance

 

$

3,322

 

 

$

2,996

 

Current period provision for expected credit losses

 

 

348

 

 

 

83

 

Write-offs

 

 

(291

)

 

 

(142

)

Ending balance

 

$

3,379

 

 

$

2,937

 

For reinsurance receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, disputes, applicable coverage defenses, insolvent reinsurers, financial strength of solvent reinsurers based on AM Best Ratings and other relevant factors.

 

The following table is an analysis of the allowance for expected credit losses related to the Company's reinsurance receivables for the quarters ended March 31, 2023 and 2022:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Beginning balance

 

$

8,992

 

 

$

8,992

 

Current period provision for expected credit losses

 

 

 

 

 

 

Write-offs

 

 

 

 

 

 

Recoveries of amounts previously written off

 

 

 

 

 

 

Ending balance

 

$

8,992

 

 

$

8,992

 

 

7.
Income Taxes

 

Global Indemnity Group, LLC is a publicly traded partnership for U.S. federal income tax purposes and meets the qualifying income exception to maintain partnership status. As a publicly traded partnership, Global Indemnity Group, LLC is generally not subject to federal income tax and most state income taxes. However, income earned by the subsidiaries of Global Indemnity Group, LLC is subject to corporate tax in the United States and certain foreign jurisdictions.

 

As of March 31, 2023, the statutory income tax rates of the countries where the Company conducts business are 21% in the United States, 0% in Bermuda, and 25% on non-trading income, 33% on capital gains and 12.5% on trading income in the Republic of Ireland. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense.

The Company’s income (loss) before income taxes is derived from its U.S. subsidiaries for the quarters ended March 31, 2023 and 2022.

 

The following table summarizes the components of income tax expense (benefit):

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Deferred income tax expense (benefit):

 

 

 

 

 

 

U.S. Federal

 

$

573

 

 

$

(3,413

)

Total deferred income tax expense (benefit)

 

 

573

 

 

 

(3,413

)

Total income tax expense (benefit)

 

$

573

 

 

$

(3,413

)

 

The weighted average expected tax provision has been calculated using income (loss) before income taxes in each jurisdiction multiplied by that jurisdiction’s applicable statutory tax rate.

 

21


 

The following table summarizes the differences between the tax provision for financial statement purposes and the expected tax provision at the weighted average tax rate:

 

 

 

Quarters Ended March 31,

 

 

 

2023

 

 

2022

 

(Dollars in thousands)

 

Amount

 

 

% of Pre-
Tax Income

 

 

Amount

 

 

% of Pre-
Tax Income

 

Expected tax provision at weighted average tax rate

 

$

644

 

 

 

21.0

%

 

$

(3,819

)

 

 

21.0

%

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Dividend exclusion

 

 

(17

)

 

 

(0.5

)

 

 

(22

)

 

 

0.1

 

Change in tax status

 

 

 

 

 

 

 

 

 

 

 

 

Parent income treated as partnership for tax

 

 

(196

)

 

 

(6.4

)

 

 

243

 

 

 

(1.3

)

Other

 

 

142

 

 

 

4.6

 

 

 

185

 

 

 

(1.0

)

Effective income tax expense (benefit)

 

$

573

 

 

 

18.7

%

 

$

(3,413

)

 

 

18.8

%

 

The effective income tax expense rate for the quarter ended March 31, 2023 was 18.7% compared to an effective income tax benefit rate of 18.8% for the quarter ended March 31, 2022.

 

The Company has a net operating loss (“NOL”) carryforward of $109.7 million as of March 31, 2023, which begins to expire in 2036 based on when the original NOL was generated. The Company’s NOL carryforward as of December 31, 2022 was $116.4 million.

 

The Company did not have any Section 163(j) ("163(j)") carryforward as March 31, 2023 or 2022. The 163(j) carryforward relates to the limitation on the deduction for business interest expense paid or accrued.

8.
Liability for Unpaid Losses and Loss Adjustment Expenses

Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Balance at beginning of period

 

$

832,404

 

 

$

759,904

 

Less: Ceded reinsurance receivables

 

 

73,021

 

 

 

94,443

 

Net balance at beginning of period

 

 

759,383

 

 

 

665,461

 

Incurred losses and loss adjustment expenses related to:

 

 

 

 

 

 

Current year

 

 

88,001

 

 

 

87,758

 

Prior years

 

 

 

 

 

(3,063

)

Total incurred losses and loss adjustment expenses

 

 

88,001

 

 

 

84,695

 

Paid losses and loss adjustment expenses related to:

 

 

 

 

 

 

Current year

 

 

9,617

 

 

 

13,315

 

Prior years

 

 

53,912

 

 

 

59,703

 

Total paid losses and loss adjustment expenses

 

 

63,529

 

 

 

73,018

 

Net balance at end of period

 

 

783,855

 

 

 

677,138

 

Plus: Ceded reinsurance receivables

 

 

73,665

 

 

 

93,194

 

Balance at end of period

 

$

857,520

 

 

$

770,332

 

 

When analyzing loss reserves and prior year development, the Company considers many factors, including the frequency and severity of claims, loss trends, case reserve settlements that may have resulted in significant development, and any other additional or pertinent factors that may impact reserve estimates.

 

22


 

During the first quarter of 2023, the Company's adjustments to prior accident year loss reserves netted to zero. This consisted of a $1.5 million increase related to Commercial Specialty and a $1.5 million decrease related to Exited Lines.

 

The $1.5 million increase in prior accident year loss reserves related to Commercial Specialty primarily consisted of the following:

Property: A $0.2 million increase primarily recognizes higher than expected claims severity in the 2018 through 2020 and 2022 accident years, mostly offset by a decrease in the 2021 accident year reflecting lower than expected claims severity in that year.

 

General Liability: A $1.3 million increase primarily in accident years prior to 2005 and the 2013, 2015, 2016, 2019, 2020, and 2022 accident years mainly reflects higher than expected claims severity, partially offset by decreases in the 2011 and 2018 accident years.

The $1.5 million decrease in prior accident year loss reserves related to Exited Lines consisted of the following:

Property: A $1.0 million decrease in total, mainly in one reinsurance treaty in the 2017 and 2020 accident years based on the reported information from the cedant and decreases in the 2016 and 2018 accident years in property brokerage, partially offset by increases in the 2021 and 2022 accident years in property brokerage, specialty property and farm, ranch & stable lines of business.
General Liability: A $0.5 million decrease in total primarily in the 2014 through 2017, 2019 and 2020 accident years, partially offset by increases in the 2018, 2021, and 2022 accident years. These prior year reserve loss adjustments were mainly in the specialty property and farm, ranch & stable lines of business.

During the first quarter of 2022, the Company decreased its prior accident year loss reserves by $3.1 million, which consisted of a $1.9 million increase related to Commercial Specialty and a $4.9 million decrease related to Exited Lines.

 

The $1.9 million increase of prior accident year loss reserves related to Commercial Specialty primarily consisted of the following:

Property: A $1.9 million increase primarily recognizes higher than expected claims severity in the 2015, 2018, and 2020 accident years, partially offset by a decrease in the 2019 and 2021 accident years.

The $4.9 million reduction of prior accident year loss reserves related to Exited Lines primarily consisted of the following:

Property: A $2.1 million decrease primarily in the 2015, 2018 and 2021 accident years, partially offset by increases in the 2017 and 2020 accident years.
General Liability: A $0.6 million decrease primarily in the 2017, 2019, and 2021 accident years partially offset by an increase in the 2018 accident year.
Reinsurance: A $2.2 million decrease was primarily from one treaty and in the 2017 through 2021 accident years based on the reported information from the cedant.
9.
Shareholders’ Equity

 

Repurchases of the Company's class A common shares

 

On October 21, 2022, Global Indemnity Group, LLC announced it commenced a stock repurchase program beginning in the fourth quarter of 2022. On January 3, 2023, Global Indemnity Group, LLC announced that it had authorized an increase in the aggregate stock purchase program from $32 million, which was authorized on October 21, 2022, to $60 million. The authorization to repurchase will expire on December 31, 2027. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.

 

23


 

 

The following table provides information with respect to the class A common shares that were surrendered or repurchased during the quarter ended March 31, 2023:

 

Period (1)

 

Total Number
of Shares
Purchased

 

 

Average
Price Paid
Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plan or Program

 

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)

 

January 1-31, 2023

 

 

3,302

 

(3)

$

23.31

 

 

 

 

 

 

 

January 1-31, 2023

 

 

250,000

 

(4)

$

25.90

 

 

 

250,000

 

 

 

31,604,066

 

Total

 

 

253,302

 

 

$

25.82

 

 

 

 

 

 

 

 

(1)
Based on settlement date.
(2)
Based on the $60 million share repurchase authorization.
(3)
Surrendered by employees as payment of taxes withheld on the vesting of restricted stock and/or restricted stock units.
(4)
Purchased as part of the repurchase program announced in October 2022.

 

The following table provides information with respect to the class A common shares that were surrendered or repurchased during the quarter ended March 31, 2022:

 

Period (1)

 

Total Number
of Shares
Purchased

 

 

Average
Price Paid
Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plan or Program

 

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

 

January 1-31, 2022

 

 

4,781

 

(2)

$

25.13

 

 

 

 

 

 

 

Total

 

 

4,781

 

 

$

25.13

 

 

 

 

 

 

(1)
Based on settlement date.
(2)
Surrendered by employees as payment of taxes withheld on the vesting of restricted stock and/or restricted stock units.

 

There were no class B common shares that were surrendered or repurchased during the quarters ended March 31, 2023 or 2022.

 

Each class A common share has one vote and each class B common share has ten votes.

As of March 31, 2023, Global Indemnity Group, LLC’s class A common shares were held by approximately 145 shareholders of record. There were two holders of record of Global Indemnity Group, LLC’s class B common shares, all of whom are affiliated investment funds of Fox Paine & Company, LLC, as of March 31, 2023. Global Indemnity Group, LLC’s preferred shares were held by 1 holder of record, an affiliate of Fox Paine & Company, LLC, as of March 31, 2023.

 

Please see Note 16 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2022 Annual Report on Form 10-K for more information on the Company’s repurchase program.

Distributions

 

Distribution payments of $0.25 per common share were declared during the quarter ended March 31, 2023 as follows:

 

Approval Date

 

Record Date

 

Payment Date

 

Total Distributions Declared
(Dollars in thousands)

 

March 2, 2023

 

March 24, 2023

 

March 31, 2023

 

$

3,410

 

Various (1)

 

Various

 

Various

 

 

(64

)

Total

 

 

 

 

 

$

3,346

 

 

(1)
Represents distributions declared on unvested shares, net of forfeitures.

 

 

24


 

Distribution payments of $0.25 per common share were declared during the quarter ended March 31, 2022 as follows:

 

Approval Date

 

Record Date

 

Payment Date

 

Total Distributions Declared
(Dollars in thousands)

 

March 3, 2022

 

March 21, 2022

 

March 31, 2022

 

$

3,597

 

Various (1)

 

Various

 

Various

 

 

50

 

Total

 

 

 

 

 

$

3,647

 

 

(1)
Represents distributions declared on unvested shares, net of forfeitures.

In addition, distributions paid to Global Indemnity Group, LLC's preferred shareholder were $0.1 million in each of the quarters ended March 31, 2023 and 2022.

Accrued distributions on unvested shares, which were included in other liabilities on the consolidated balance sheets, were $0.5 million and $1.1 million as of March 31, 2023 and December 31, 2022, respectively. Accrued preferred distributions were less than $0.1 million as of both March 31, 2023 and December 31, 2022 and were included in other liabilities on the consolidated balance sheets.

Please see Note 16 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2022 Annual Report on Form 10-K for more information on the Company’s distribution program.

10.
Related Party Transactions

Fox Paine Entities

 

Pursuant to Global Indemnity Group, LLC’s Limited Liability Company Agreement (“LLCA”), Fox Paine Capital Fund II International, L.P. (the “Fox Paine Fund”), together with Fox Mercury Investments, L.P. and certain of its affiliates (the “FM Entities”), and Fox Paine & Company LLC (collectively, the “Fox Paine Entities”) currently constitute a Class B Majority Shareholder (as defined in the LLCA) and, as such, have the right to appoint a number of Global Indemnity Group, LLC’s directors equal in aggregate to the pro rata percentage of the voting power in Global Indemnity Group, LLC beneficially held by the Fox Paine Entities, rounded up to the nearest whole number of directors. The Fox Paine Entities beneficially own shares representing approximately 83.6% of the voting power of Global Indemnity Group, LLC as of March 31, 2023. The Fox Paine Entities control the appointment or election of all of Global Indemnity Group, LLC’s Directors due to the LLCA and their controlling share ownership. Global Indemnity Group, LLC’s Chairman is the chief executive and founder of Fox Paine & Company, LLC.

 

Management fee expense of $0.8 million and $0.7 million were incurred during the quarters ended March 31, 2023 and 2022, respectively. Prepaid management fees, which were included in other assets on the consolidated balance sheets, were $1.3 million and $2.1 million as of March 31, 2023 and December 31, 2022, respectively.

In addition, Fox Paine & Company, LLC may also propose and negotiate transaction fees with the Company subject to the provisions of the Company’s related party transaction and conflict matter policies, including approval of Global Indemnity Group, LLC’s Conflicts Committee of the Board of Directors, for those services from time to time. Each of the Company’s transactions with Fox Paine & Company, LLC are reviewed and approved by Global Indemnity Group, LLC’s Conflicts Committee, which is composed of independent directors, and the Board of Directors (other than Saul A. Fox, Chairman of the Board of Directors of Global Indemnity Group, LLC and Chief Executive of Fox Paine & Company, LLC, who is not a member of the Conflicts Committee and recused himself from the Board of Directors’ deliberations related to fees paid to Fox Paine & Company, LLC or its affiliates).

 

11.
Commitments and Contingencies

 

Legal Proceedings

 

The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for such risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal

 

25


 

proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.

There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.

 

Commitments

 

In 2014, the Company entered into a $50 million commitment to purchase an alternative investment vehicle which is comprised of European non-performing loans. As of March 31, 2023, the Company has funded $35.8 million of this commitment leaving $14.2 million as unfunded. Since the investment period has concluded, the Company expects minimal capital calls will be made prospectively.

 

Other Commitments

 

The Company is party to a Management Agreement, as amended, with Fox Paine & Company, LLC, whereby in connection with certain management services provided to it by Fox Paine & Company, LLC, the Company agreed to pay an annual management fee to Fox Paine & Company, LLC. See Note 10 above for additional information pertaining to this management agreement.

12.
Share-Based Compensation Plans

Options

No stock options were awarded during the quarters ended March 31, 2023 or 2022. No unvested stock options were forfeited during the quarters ended March 31, 2023 or 2022.

Restricted Shares / Restricted Stock Units

There were no restricted class A common shares or restricted stock units granted to key employees during the quarters ended March 31, 2023 and 2022. There were no restricted class A common shares or restricted stock units forfeited during the quarter ended March 31, 2023. There were 395,777 restricted class A common shares and 318,958 restricted stock units that were forfeited during the quarter ended March 31, 2022.

There were 25,913 restricted stock units that vested during the quarter ended March 31, 2023 and 26,080 restricted stock units that vested during the quarter ended March 31, 2022. Upon vesting, the restricted stock units converted to restricted class A common shares.

During the quarters ended March 31, 2023 and 2022, the Company granted 26,426 and 24,810 class A common shares, respectively, at a weighted average grant date value of $25.46 and $25.64 per share, respectively, to non-employee directors of the Company under the Plan. The Company previously granted 157,139 shares to a non-employee director with deferred vesting. These shares vested during the quarter ended March 31, 2023. All other shares granted to non-employee directors of the Company are fully vested but are subject to certain restrictions.

 

26


 

13.
Earnings Per Share

Earnings per share have been computed using the weighted average number of common shares and common share equivalents outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share:

 

 

 

Quarters Ended
March 31,

 

(Dollars in thousands, except share and per share data)

 

2023

 

 

2022

 

Numerator:

 

 

 

 

 

 

Net income (loss)

 

$

2,494

 

 

$

(14,773

)

Less: preferred stock distributions

 

 

110

 

 

 

110

 

Net income (loss) available to common shareholders

 

$

2,384

 

 

$

(14,883

)

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

Weighted average shares for basic earnings per share

 

 

13,670,732

 

 

 

14,514,950

 

Non-vested restricted stock units

 

 

103,407

 

 

 

 

Options

 

 

155,007

 

 

 

 

Weighted average shares for diluted earnings per share (1)

 

 

13,929,146

 

 

 

14,514,950

 

 

 

 

 

 

 

 

Earnings per share - Basic

 

$

0.17

 

 

$

(1.03

)

Earnings per share - Diluted

 

$

0.17

 

 

$

(1.03

)

 

(1)
For the quarter ended March 31, 2022, “weighted average shares outstanding – basic” was used to calculate “diluted earnings per share” due to a net loss in this period.

 

If the Company had not incurred a loss in the quarter ended March 31, 2022, 14,701,350 weighted average shares would have been used to compute the diluted loss per share calculation. In addition to the basic shares, weighted average shares for the diluted calculation for the quarter ended March 31, 2022 would have included 91,435 shares of non-vested restricted stock units and 94,965 share equivalents for options.

 

The weighted average shares outstanding used to determine dilutive earnings per share does not include 346,667 shares and 393,333 shares for the quarters ended March 31, 2023 and 2022, respectively, which were deemed to be anti-dilutive.

 

14.
Segment Information

 

During the fourth quarter of 2022, the Company decided to restructure its insurance operations in an effort to strengthen its market presence and enhance its focus on GBLI’s core Wholesale Commercial and InsurTech products. As a result, the Company exited Commercial Specialty's four brokerage divisions: Professional Liability, Excess Casualty, Environmental, and Middle Market Property. The Company ceased writing new business and existing renewals were placed in run-off for these four divisions. On August 8, 2022, the Company sold the renewal rights related to its Farm, Ranch & Stable business for policies written on or after August 8, 2022 to Everett Cash Mutual Insurance Company. During the 2nd quarter of 2022, the Company decided that Farm, Ranch & Stable would not be a core business and a decision was made to not allocate additional resources to this segment. Based on the decisions to exit these lines of business, the Company changed the way it manages and analyzes its operating results. The chief operating decision makers decided they will be reviewing the specific results of these exited lines within the Company's Exited Lines segment. In addition, a decision was made in the fourth quarter of 2022 to reclassify several smaller reinsurance treaties from Reinsurance Operations to Commercial Specialty. Management believes these segment changes allow users of the Company’s financial statements to better understand the Company's performance, better assess prospects for future net cash flows, and make more informed judgments about the Company as a whole. Accordingly, the segment results for the quarter ended March 31, 2022 have been revised to reflect these changes.

 

The Company manages its business through two ongoing business segments. Commercial Specialty offers specialty property and casualty products designed for GBLI's Wholesale Commercial and InsurTech product offerings. Reinsurance Operations provides reinsurance and insurance solutions through brokers and primary writers including insurance and

 

27


 

reinsurance companies. The Company also has an Exited Lines segment that contains lines of business that are no longer being written or are in runoff.

 

The following are tabulations of business segment information for the quarters ended March 31, 2023 and 2022. Corporate information is included to reconcile segment data to the consolidated financial statements.

 

Quarter Ended March 31, 2023
(Dollars in thousands)

 

Commercial
Specialty

 

 

Reinsurance
Operations

 

(1)

Exited Lines

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Gross written premiums

 

$

95,508

 

 

$

23,416

 

 

$

4,061

 

 

$

122,985

 

Net written premiums

 

$

91,234

 

 

$

23,416

 

 

$

1,211

 

 

$

115,861

 

Net earned premiums

 

$

93,182

 

 

$

34,847

 

 

$

12,043

 

 

$

140,072

 

Other income (loss)

 

 

267

 

 

 

(9

)

 

 

77

 

 

 

335

 

Total revenues

 

 

93,449

 

 

 

34,838

 

 

 

12,120

 

 

 

140,407

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

60,119

 

 

 

21,263

 

 

 

6,619

 

 

 

88,001

 

Acquisition costs and other underwriting expenses

 

 

35,526

 

 

 

12,816

 

 

 

5,136

 

 

 

53,478

 

Income (loss) from segments

 

$

(2,196

)

 

$

759

 

 

$

365

 

 

$

(1,072

)

Unallocated Items:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

12,008

 

Net realized investment losses

 

 

 

 

 

 

 

 

 

 

 

(1,520

)

Other income

 

 

 

 

 

 

 

 

 

 

 

19

 

Corporate and other operating expenses

 

 

 

 

 

 

 

 

 

 

 

(6,368

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

 

3,067

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

(573

)

Net income

 

 

 

 

 

 

 

 

 

 

$

2,494

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

$

985,557

 

 

$

368,751

 

 

$

249,302

 

 

$

1,603,610

 

Corporate assets

 

 

 

 

 

 

 

 

 

 

 

173,668

 

Total assets

 

 

 

 

 

 

 

 

 

 

$

1,777,278

 

 

(1)
External business only, excluding business assumed from affiliates.

 

 

28


 

Quarter Ended March 31, 2022
(Dollars in thousands)

 

Commercial
Specialty

 

 

Reinsurance
Operations

 

(1)

Exited Lines

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Gross written premiums

 

$

102,848

 

 

$

40,996

 

 

$

47,139

 

 

$

190,983

 

Net written premiums

 

$

98,163

 

 

$

40,996

 

 

$

20,323

 

 

$

159,482

 

Net earned premiums

 

$

91,197

 

 

$

34,298

 

 

$

23,328

 

 

$

148,823

 

Other income (loss)

 

 

259

 

 

 

(20

)

 

 

200

 

 

 

439

 

Total revenues

 

 

91,456

 

 

 

34,278

 

 

 

23,528

 

 

 

149,262

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

53,659

 

 

 

21,059

 

 

 

9,977

 

 

 

84,695

 

Acquisition costs and other underwriting expenses

 

 

33,526

 

 

 

11,961

 

 

 

11,205

 

 

 

56,692

 

Income from segments

 

$

4,271

 

 

$

1,258

 

 

$

2,346

 

 

$

7,875

 

Unallocated Items:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

6,592

 

Net realized investment losses

 

 

 

 

 

 

 

 

 

 

 

(25,385

)

Other loss

 

 

 

 

 

 

 

 

 

 

 

(13

)

Corporate and other operating expenses

 

 

 

 

 

 

 

 

 

 

 

(4,660

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

(2,595

)

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

 

(18,186

)

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

3,413

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(14,773

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

$

964,718

 

 

$

267,466

 

 

$

396,227

 

 

$

1,628,411

 

Corporate assets

 

 

 

 

 

 

 

 

 

 

 

331,085

 

Total assets

 

 

 

 

 

 

 

 

 

 

$

1,959,496

 

 

(1)
External business only, excluding business assumed from affiliates.
15.
New Accounting Pronouncements

The Company did not adopt any new accounting pronouncements during the quarter ended March 31, 2023.

16.
Subsequent Events

 

Share Repurchases

 

From April 1, 2023 through May 1, 2023, an additional 200,000 shares with an average cost of $28.00 per share were repurchased as part of the share repurchase program. Including these purchases, a total of 1,357,082 shares with average purchase price of $25.05 per share were repurchased under the share repurchase program that was initially authorized on October 21, 2022.

 

29


 

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of the Company included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please see "Cautionary Note Regarding Forward-Looking Statements" at the end of this Item 2 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein. For more information regarding the Company’s business and operations, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Recent Developments

 

Stock Repurchase

 

From April 1, 2023 through May 1, 2023, an additional 200,000 shares with an average cost of $28.00 per share were repurchased as part of the share repurchase program. Including these purchases, a total of 1,357,082 shares with average purchase price of $25.05 per share were repurchased under the share repurchase program that was initially authorized on October 21, 2022.

Distributions

 

The Board of Directors approved a distribution payment of $0.25 per common share to all shareholders of record on the close of business on March 24, 2023. Distributions paid to common shareholders were $3.9 million during the quarter ended March 31, 2023. In addition, distributions of $0.1 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the quarter ended March 31, 2023.

 

Overview

 

The Company operates and manages its business through three business segments: Commercial Specialty, Reinsurance Operations, and Exited Lines.

 

The Company’s Commercial Specialty products are distributed through approximately 365 wholesale general agent and wholesale broker offices. The Company’s wholesale general agents have limited quoting and binding authority. Commercial Specialty offers specialty property and casualty products designed for GBLI's Wholesale Commercial and InsurTech product offerings. These product lines are offered primarily in the excess and surplus lines marketplace.

 

The Company’s Reinsurance Operations provides reinsurance and insurance solutions through brokers and primary writers including insurance and reinsurance companies. It uses its capital capacity to write niche and casualty-focused treaties and business which meet the Company’s risk tolerance and return thresholds. To support future growth in the Company's Commercial Specialty segment and provide capital for business initiatives including share repurchases, a decision was made to reduce writings in its Reinsurance Operations. The Company anticipates that its Reinsurance Operations will comprise a smaller percentage of the Company's overall business prospectively.

 

The Company’s Exited Lines segment represents lines of business that are no longer being written or are in runoff. Exited Lines includes specialty personal lines and property and casualty products such as manufactured home, dwelling, motorcycle, watercraft, certain homeowners business, property brokerage, property and catastrophe reinsurance treaties, several smaller casualty lines, and the farm, ranch and equine business. These insurance products were distributed through wholesale general agents, wholesale brokers, and retail agents.

 

The Company derives its revenues primarily from premiums paid on insurance policies that it writes and from income generated by its investment portfolio, net of fees paid for investment management services. The amount of insurance premiums that the Company receives is a function of the amount and type of policies it writes, as well as prevailing market prices.

 

 

30


 

The Company’s expenses include losses and loss adjustment expenses, acquisition costs and other underwriting expenses, corporate and other operating expenses, interest, investment expenses, and income taxes. Losses and loss adjustment expenses are estimated by management and reflect the Company’s best estimate of ultimate losses and costs arising during the reporting period and revisions of prior period estimates. The Company records its best estimate of losses and loss adjustment expenses considering both internal and external actuarial analyses of the estimated losses the Company expects to incur on the insurance policies it writes. The ultimate losses and loss adjustment expenses will depend on the actual costs to resolve claims. Acquisition costs consist principally of commissions and premium taxes that are typically a percentage of the premiums on the insurance policies the Company writes, net of ceding commissions earned from reinsurers. Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities. Corporate and other operating expenses are comprised primarily of outside legal fees, other professional and accounting fees, directors’ fees, management fees & advisory fees, and salaries and benefits for company personnel whose services relate to the support of corporate activities. Interest expense is primarily comprised of amounts due on outstanding debt.

Critical Accounting Estimates and Policies

 

The Company’s consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

 

The most critical accounting policies involve significant estimates and include those used in determining the liability for unpaid losses and loss adjustment expenses, recoverability of reinsurance receivables, investments, fair value measurements, goodwill and intangible assets, deferred acquisition costs, and taxation. For a detailed discussion on each of these policies, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes to any of these policies or underlying methodologies during the current year.

 

 

31


 

Results of Operations

The following table summarizes the Company’s results for the quarters ended March 31, 2023 and 2022:

 

 

 

Quarters Ended
March 31,

 

 

%

 

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

Change

 

 

Gross written premiums

 

$

122,985

 

 

$

190,983

 

 

 

(35.6

%)

 

 

 

 

 

 

 

 

 

 

 

 

Net written premiums

 

$

115,861

 

 

$

159,482

 

 

 

(27.4

%)

 

 

 

 

 

 

 

 

 

 

 

 

Net earned premiums

 

$

140,072

 

 

$

148,823

 

 

 

(5.9

%)

 

Other income

 

 

335

 

 

 

439

 

 

 

(23.7

%)

 

Total revenues

 

 

140,407

 

 

 

149,262

 

 

 

(5.9

%)

 

 

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

88,001

 

 

 

84,695

 

 

 

3.9

%

 

Acquisition costs and other underwriting expenses

 

 

53,478

 

 

 

56,692

 

 

 

(5.7

%)

 

Underwriting income (loss)

 

 

(1,072

)

 

 

7,875

 

 

 

(113.6

%)

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

12,008

 

 

 

6,592

 

 

 

82.2

%

 

Net realized investment losses

 

 

(1,520

)

 

 

(25,385

)

 

 

(94.0

%)

 

Other income (loss)

 

 

19

 

 

 

(13

)

 

NM

 

 

Corporate and other operating expenses

 

 

(6,368

)

 

 

(4,660

)

 

 

36.7

%

 

Interest expense

 

 

 

 

 

(2,595

)

 

 

(100.0

%)

 

Income (loss) before income taxes

 

 

3,067

 

 

 

(18,186

)

 

 

(116.9

%)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

573

 

 

 

(3,413

)

 

 

(116.8

%)

 

Net income (loss)

 

$

2,494

 

 

$

(14,773

)

 

 

(116.9

%)

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

 

Loss ratio (1):

 

 

62.8

%

 

 

56.9

%

 

 

 

 

Expense ratio (2)

 

 

38.2

%

 

 

38.1

%

 

 

 

 

Combined ratio (3)

 

 

101.0

%

 

 

95.0

%

 

 

 

 

 

NM – not meaningful

(1)
The loss ratio is a GAAP financial measure that is generally viewed in the insurance industry as an indicator of underwriting profitability and is calculated by dividing net losses and loss adjustment expenses by net earned premiums.
(2)
The expense ratio is a GAAP financial measure that is calculated by dividing the sum of acquisition costs and other underwriting expenses by net earned premiums.
(3)
The combined ratio is a GAAP financial measure and is the sum of the Company’s loss and expense ratios.

 

32


 

Premiums

The following table summarizes the change in premium volume by business segment:

 

 

 

Quarters Ended
March 31,

 

 

 

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

% Change

 

Gross written premiums (1)

 

 

 

 

 

 

 

 

 

Commercial Specialty

 

$

95,508

 

 

$

102,848

 

 

 

(7.1

%)

Reinsurance Operations (3)

 

 

23,416

 

 

 

40,996

 

 

 

(42.9

%)

Continuing Lines

 

 

118,924

 

 

 

143,844

 

 

 

(17.3

%)

Exited Lines

 

 

4,061

 

 

 

47,139

 

 

 

(91.4

%)

Total gross written premiums

 

$

122,985

 

 

$

190,983

 

 

 

(35.6

%)

 

 

 

 

 

 

 

 

 

 

Ceded written premiums

 

 

 

 

 

 

 

 

 

Commercial Specialty

 

$

4,274

 

 

$

4,685

 

 

 

(8.8

%)

Reinsurance Operations (3)

 

 

 

 

 

 

 

 

 

Continuing Lines

 

 

4,274

 

 

 

4,685

 

 

 

(8.8

%)

Exited Lines

 

 

2,850

 

 

 

26,816

 

 

 

(89.4

%)

Total ceded written premiums

 

$

7,124

 

 

$

31,501

 

 

 

(77.4

%)

 

 

 

 

 

 

 

 

 

 

Net written premiums (2)

 

 

 

 

 

 

 

 

 

Commercial Specialty

 

$

91,234

 

 

$

98,163

 

 

 

(7.1

%)

Reinsurance Operations (3)

 

 

23,416

 

 

 

40,996

 

 

 

(42.9

%)

Continuing Lines

 

 

114,650

 

 

 

139,159

 

 

 

(17.6

%)

Exited Lines

 

 

1,211

 

 

 

20,323

 

 

 

(94.0

%)

Total net written premiums

 

$

115,861

 

 

$

159,482

 

 

 

(27.4

%)

 

 

 

 

 

 

 

 

 

 

Net earned premiums

 

 

 

 

 

 

 

 

 

Commercial Specialty

 

$

93,182

 

 

$

91,197

 

 

 

2.2

%

Reinsurance Operations (3)

 

 

34,847

 

 

 

34,298

 

 

 

1.6

%

Continuing Lines

 

 

128,029

 

 

 

125,495

 

 

 

2.0

%

Exited Lines

 

 

12,043

 

 

 

23,328

 

 

 

(48.4

%)

Total net earned premiums

 

$

140,072

 

 

$

148,823

 

 

 

(5.9

%)

 

(1)
Gross written premiums represent the amount received or to be received for insurance policies written without reduction for reinsurance costs, ceded premiums, or other deductions.
(2)
Net written premiums equal gross written premiums less ceded written premiums.
(3)
External business only, excluding business assumed from affiliates.

 

Gross written premiums decreased by 35.6% for the quarter ended March 31, 2023 as compared to same period in 2022. The decrease in gross written premiums is being driven by a reduction in premiums in both Continuing Lines as well as Exited Lines. The reduction in Continuing Lines is primarily due to the non-renewal of a casualty treaty within Reinsurance Operations, the non-renewal of a restaurant book of business within Commercial Specialty, and actions taken within Commercial Specialty to improve underwriting results by not renewing underperforming business. These decreases were partially offset by increased pricing within Commercial Specialty.

 

To support future growth in the Company's Commercial Specialty segment and provide capital for business initiatives including share repurchases, a decision was made to reduce writings in its Reinsurance Operations. The Company anticipates that its Reinsurance Operations will comprise a smaller percentage of the Company's overall business prospectively.

 

 

33


 

Underwriting Ratios

 

 

 

Quarters Ended
March 31,

 

 

Point

 

 

 

2023

 

 

2022

 

 

Change

 

Loss ratio

 

 

 

 

 

 

 

 

 

Commercial Specialty

 

 

64.5

%

 

 

58.9

%

 

 

5.6

 

Reinsurance Operations

 

 

61.0

%

 

 

61.4

%

 

 

(0.4

)

Continuing Lines

 

 

63.6

%

 

 

59.5

%

 

 

4.1

 

Exited Lines

 

 

55.0

%

 

 

42.8

%

 

 

12.2

 

Total loss ratio

 

 

62.8

%

 

 

56.9

%

 

 

5.9

 

Expense ratio

 

 

 

 

 

 

 

 

 

Commercial Specialty

 

 

38.1

%

 

 

36.8

%

 

 

1.3

 

Reinsurance Operations

 

 

36.8

%

 

 

34.9

%

 

 

1.9

 

Continuing Lines

 

 

37.8

%

 

 

36.2

%

 

 

1.6

 

Exited Lines

 

 

42.6

%

 

 

48.0

%

 

 

(5.4

)

Total expense ratio

 

 

38.2

%

 

 

38.1

%

 

 

0.1

 

Combined ratio

 

 

 

 

 

 

 

 

 

Commercial Specialty

 

 

102.6

%

 

 

95.7

%

 

 

6.9

 

Reinsurance Operations

 

 

97.8

%

 

 

96.3

%

 

 

1.5

 

Continuing Lines

 

 

101.4

%

 

 

95.7

%

 

 

5.7

 

Exited Lines

 

 

97.6

%

 

 

90.8

%

 

 

6.8

 

Total combined ratio

 

 

101.0

%

 

 

95.0

%

 

 

6.0

 

Net Retention

The ratio of net written premiums to gross written premiums is referred to as the Company’s net premium retention. The Company’s net premium retention is summarized by segments as follows:

 

 

 

Quarters Ended
March 31,

 

 

Point

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

Change

 

Commercial Specialty

 

 

95.5

%

 

 

95.4

%

 

 

0.1

 

Reinsurance Operations

 

 

100.0

%

 

 

100.0

%

 

 

 

Continuing Lines

 

 

96.4

%

 

 

96.7

%

 

 

(0.3

)

Exited Lines

 

 

29.8

%

 

 

43.1

%

 

 

(13.3

)

Total

 

 

94.2

%

 

 

83.5

%

 

 

10.7

 

 

The net premium retention for the quarter ended March 31, 2023 increased by 10.7 points as compared to the same period in 2022. While the Company still has ceding arrangements in place related to the sale of renewal rights, the Company's overall net retention is not significantly impacted in 2023 as Exited Lines' gross written premiums comprise a much smaller percentage of the Company's consolidated gross written premiums. See Note 3 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2022 Annual Report on Form 10-K for additional information on the sale of renewal rights related to the Company’s manufactured and dwelling homes business and the Company's Farm, Ranch & Stable business.

 

Net earned premiums within the Commercial Specialty segment increased by 2.2% for the quarter ended March 31, 2023 as compared to the same period in 2022. The increase in net earned premiums was primarily due to the growth in premiums written in the prior year as a result of organic growth from existing agents and pricing increases. Property net earned premiums were $37.7 million and $34.3 million for the quarters ended March 31, 2023 and 2022, respectively. Casualty net earned premiums were $55.5 million and $56.9 million for the quarters ended March 31, 2023 and 2022, respectively.

 

Net earned premiums within the Reinsurance Operations segment increased by 1.6% for the quarter ended March 31, 2023 as compared to the same period in 2022 primarily due to organic growth of existing casualty treaties experienced in prior years. There were no property net earned premiums for the quarter ended March 31, 2023. Property net earned premiums were less than $0.1 million for the quarter ended March 31, 2022. Casualty net earned premiums were $34.8 million and $34.3 million for the quarters ended March 31, 2023 and 2022, respectively.

 

34


 

 

Net earned premiums within the Exited Lines segment decreased by 48.4% for the quarter ended March 31, 2023 as compared to the same period in 2022 primarily due to the sale of renewal rights related to the Company's Farm, Ranch & Stable business on August 8, 2022. The decrease in net earned premiums is also due to exiting lines of business unrelated to the Company’s continuing businesses. Property net earned premiums were $8.7 million and $18.8 million for the quarters ended March 31, 2023 and 2022, respectively. Casualty net earned premiums were $3.4 million and $4.5 million for the quarters ended March 31, 2023 and 2022, respectively.

Reserves

 

Management’s best estimate at March 31, 2023 was recorded as the loss reserve. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross and net reserves of $857.5 million and $783.9 million, respectively, as of March 31, 2023. A breakout of the Company’s gross and net reserves, as of March 31, 2023, is as follows:

 

 

 

Gross Reserves

 

(Dollars in thousands)

 

Case

 

 

IBNR (1)

 

 

Total

 

Commercial Specialty

 

$

168,430

 

 

$

335,871

 

 

$

504,301

 

Reinsurance Operations

 

 

9,419

 

 

 

192,036

 

 

 

201,455

 

Continuing Lines

 

 

177,849

 

 

 

527,907

 

 

 

705,756

 

Exited Lines

 

 

70,441

 

 

 

81,323

 

 

 

151,764

 

Total

 

$

248,290

 

 

$

609,230

 

 

$

857,520

 

 

 

 

Net Reserves (2)

 

(Dollars in thousands)

 

Case

 

 

IBNR (1)

 

 

Total

 

Commercial Specialty

 

$

150,240

 

 

$

305,591

 

 

$

455,831

 

Reinsurance Operations

 

 

9,419

 

 

 

192,036

 

 

 

201,455

 

Continuing Lines

 

 

159,659

 

 

 

497,627

 

 

 

657,286

 

Exited Lines

 

 

53,237

 

 

 

73,332

 

 

 

126,569

 

Total

 

$

212,896

 

 

$

570,959

 

 

$

783,855

 

 

(1)
Losses incurred but not reported, including the expected future emergence of case reserves.
(2)
Does not include reinsurance receivables on paid losses.

 

Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made. If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s best estimate. For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes management’s best estimate is more likely influenced by changes in severity than frequency. The following table, which the Company believes reflects a reasonable range of variability around its best estimate based on historical loss experience and management’s judgment, reflects the impact of changes (which could be favorable or unfavorable) in frequency and severity on the Company’s current accident year net loss estimate of $88.0 million for claims occurring during the quarter ended March 31, 2023:

 

 

 

 

 

Severity Change

 

(Dollars in thousands)

 

-10%

 

 

-5%

 

 

0%

 

 

5%

 

 

10%

 

Frequency Change

 

-5%

 

 

(12,760

)

 

 

(8,580

)

 

 

(4,400

)

 

 

(220

)

 

 

3,960

 

 

 

-3%

 

 

(11,176

)

 

 

(6,908

)

 

 

(2,640

)

 

 

1,628

 

 

 

5,896

 

 

 

-2%

 

 

(10,384

)

 

 

(6,072

)

 

 

(1,760

)

 

 

2,552

 

 

 

6,864

 

 

 

-1%

 

 

(9,592

)

 

 

(5,236

)

 

 

(880

)

 

 

3,476

 

 

 

7,832

 

 

 

0%

 

 

(8,800

)

 

 

(4,400

)

 

 

 

 

 

4,400

 

 

 

8,800

 

 

 

1%

 

 

(8,008

)

 

 

(3,564

)

 

 

880

 

 

 

5,324

 

 

 

9,768

 

 

 

2%

 

 

(7,216

)

 

 

(2,728

)

 

 

1,760

 

 

 

6,248

 

 

 

10,736

 

 

 

3%

 

 

(6,424

)

 

 

(1,892

)

 

 

2,640

 

 

 

7,172

 

 

 

11,704

 

 

 

5%

 

 

(4,840

)

 

 

(220

)

 

 

4,400

 

 

 

9,020

 

 

 

13,640

 

 

 

35


 

The Company’s net reserves for losses and loss adjustment expenses of $783.9 million as of March 31, 2023 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.

Underwriting Results

Commercial Specialty

The components of income (loss) from the Company’s Commercial Specialty segment and corresponding underwriting ratios are as follows:

 

 

 

Quarters Ended
March 31,

 

 

%

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

Change

 

Gross written premiums

 

$

95,508

 

 

$

102,848

 

 

 

(7.1

%)

 

 

 

 

 

 

 

 

 

 

Net written premiums

 

$

91,234

 

 

$

98,163

 

 

 

(7.1

%)

 

 

 

 

 

 

 

 

 

 

Net earned premiums

 

$

93,182

 

 

$

91,197

 

 

 

2.2

%

Other income

 

 

267

 

 

 

259

 

 

 

3.1

%

Total revenues

 

 

93,449

 

 

 

91,456

 

 

 

2.2

%

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

60,119

 

 

 

53,659

 

 

 

12.0

%

Acquisition costs and other underwriting expenses

 

 

35,526

 

 

 

33,526

 

 

 

6.0

%

Underwriting income (loss)

 

$

(2,196

)

 

$

4,271

 

 

 

(151.4

%)

 

 

 

Quarters Ended
March 31,

 

 

Point

 

 

 

2023

 

 

2022

 

 

Change

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

Current accident year

 

 

62.9

%

 

 

56.8

%

 

 

6.1

 

Prior accident year

 

 

1.6

%

 

 

2.1

%

 

 

(0.5

)

Calendar year loss ratio

 

 

64.5

%

 

 

58.9

%

 

 

5.6

 

Expense ratio

 

 

38.1

%

 

 

36.8

%

 

 

1.3

 

Combined ratio

 

 

102.6

%

 

 

95.7

%

 

 

6.9

 

 

 

36


 

Reconciliation of non-GAAP financial measures and ratios

 

The table below reconciles the non-GAAP measures or ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends within Commercial Specialty may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.

 

 

 

Quarters Ended
March 31,

 

 

 

2023

 

 

2022

 

(Dollars in thousands)

 

Losses

 

 

Loss
Ratio

 

 

Losses

 

 

Loss
Ratio

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

Non catastrophe property losses and ratio excluding the effect of prior accident year (1)

 

$

22,576

 

 

 

59.9

%

 

$

17,334

 

 

 

50.5

%

Effect of prior accident year

 

 

(1,259

)

 

 

(3.4

%)

 

 

1,823

 

 

 

5.3

%

Non catastrophe property losses and ratio (2)

 

$

21,317

 

 

 

56.5

%

 

$

19,157

 

 

 

55.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe losses and ratio excluding the effect of prior accident year (1)

 

$

3,328

 

 

 

8.8

%

 

$

2,152

 

 

 

6.3

%

Effect of prior accident year

 

 

1,422

 

 

 

3.8

%

 

 

74

 

 

 

0.2

%

Catastrophe losses and ratio (2)

 

$

4,750

 

 

 

12.6

%

 

$

2,226

 

 

 

6.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property losses and ratio excluding the effect of prior accident year (1)

 

$

25,904

 

 

 

68.7

%

 

$

19,486

 

 

 

56.8

%

Effect of prior accident year

 

 

163

 

 

 

0.4

%

 

 

1,897

 

 

 

5.5

%

Total property losses and ratio (2)

 

$

26,067

 

 

 

69.1

%

 

$

21,383

 

 

 

62.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Casualty

 

 

 

 

 

 

 

 

 

 

 

 

Total casualty losses and ratio excluding the effect of prior accident year (1)

 

$

32,737

 

 

 

59.0

%

 

$

32,287

 

 

 

56.8

%

Effect of prior accident year

 

 

1,315

 

 

 

2.4

%

 

 

(11

)

 

 

(0.0

%)

Total casualty losses and ratio (2)

 

$

34,052

 

 

 

61.4

%

 

$

32,276

 

 

 

56.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)

 

$

58,641

 

 

 

62.9

%

 

$

51,773

 

 

 

56.8

%

Effect of prior accident year

 

 

1,478

 

 

 

1.6

%

 

 

1,886

 

 

 

2.1

%

Total net losses and loss adjustment expense and total loss ratio (2)

 

$

60,119

 

 

 

64.5

%

 

$

53,659

 

 

 

58.9

%

 

(1)
Non-GAAP measure / ratio
(2)
Most directly comparable GAAP measure / ratio

Premiums

See “Results of Operations” above for a discussion on consolidated premiums.

Other Income

Other income was $0.3 million for each of the quarters ended March 31, 2023 and 2022. Other income is primarily comprised of fee income.

 

37


 

Loss Ratio

The current accident year losses and loss ratio is summarized as follows:

 

 

 

Quarters Ended
March 31,

 

 

%

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

Change

 

Property losses

 

 

 

 

 

 

 

 

 

Non-catastrophe

 

$

22,576

 

 

$

17,334

 

 

 

30.2

%

Catastrophe

 

 

3,328

 

 

 

2,152

 

 

 

54.7

%

Property losses

 

 

25,904

 

 

 

19,486

 

 

 

32.9

%

Casualty losses

 

 

32,737

 

 

 

32,287

 

 

 

1.4

%

Total accident year losses

 

$

58,641

 

 

$

51,773

 

 

 

13.3

%

 

 

 

Quarters Ended
March 31,

 

 

Point

 

 

 

2023

 

 

2022

 

 

Change

 

Current accident year loss ratio:

 

 

 

 

 

 

 

 

 

Property

 

 

 

 

 

 

 

 

 

Non-catastrophe

 

 

59.9

%

 

 

50.5

%

 

 

9.4

 

Catastrophe

 

 

8.8

%

 

 

6.3

%

 

 

2.5

 

Property loss ratio

 

 

68.7

%

 

 

56.8

%

 

 

11.9

 

Casualty loss ratio

 

 

59.0

%

 

 

56.8

%

 

 

2.2

 

Total accident year loss ratio

 

 

62.9

%

 

 

56.8

%

 

 

6.1

 

The current accident year non-catastrophe property loss ratio increased by 9.4 points during the quarter ended March 31, 2023 as compared to the same period in 2022 reflecting higher claims severity mainly due to fire losses in the first accident quarter compared to last year.

 

The current accident year catastrophe loss ratio increased by 2.5 points during the quarter ended March 31, 2023 as compared to the same period in 2022 recognizing higher claims frequency in the first accident quarter compared to last year.

The current accident year casualty loss ratio increased by 2.2 points during the quarter ended March 31, 2023 as compared to the same period in 2022 reflecting higher claims severity in the first accident quarter compared to last year.

The calendar year loss ratio for the quarter ended March 31, 2023 includes an increase of $1.5 million, or 1.6 percentage points related to reserve development on prior accident years. The calendar year loss ratio for the quarter ended March 31, 2022 includes an increase of $1.9 million, or 2.1 percentage points related to reserve development on prior accident years. Please see Note 8 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.

Expense Ratios

The expense ratio for the Company’s Commercial Specialty segment increased by 1.3 points from 36.8% for the quarter ended March 31, 2022 to 38.1% for the quarter ended March 31, 2023 . The increase in the expense ratio is primarily due to an increase in compensation cost and advertising expense.

 

38


 

 

Reinsurance Operations

The components of income from the Company’s Reinsurance Operations segment and corresponding underwriting ratios are as follows:

 

 

 

Quarters Ended
March 31,

 

 

%

 

(Dollars in thousands)

 

2023 (1)

 

 

2022 (1)

 

 

Change

 

Gross written premiums

 

$

23,416

 

 

$

40,996

 

 

 

(42.9

%)

 

 

 

 

 

 

 

 

 

 

Net written premiums

 

$

23,416

 

 

$

40,996

 

 

 

(42.9

%)

 

 

 

 

 

 

 

 

 

 

Net earned premiums

 

$

34,847

 

 

$

34,298

 

 

 

1.6

%

Other loss

 

 

(9

)

 

 

(20

)

 

 

(55.0

%)

Total revenues

 

 

34,838

 

 

 

34,278

 

 

 

1.6

%

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

21,263

 

 

 

21,059

 

 

 

1.0

%

Acquisition costs and other underwriting expenses

 

 

12,816

 

 

 

11,961

 

 

 

7.1

%

Underwriting income

 

$

759

 

 

$

1,258

 

 

 

(39.7

%)

 

 

 

Quarters Ended
March 31,

 

 

Point

 

 

 

2023

 

 

2022

 

 

Change

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

Current accident year (2)

 

 

61.0

%

 

 

61.5

%

 

 

(0.5

)

Prior accident year

 

 

%

 

 

(0.1

%)

 

 

0.1

 

Calendar year loss ratio (3)

 

 

61.0

%

 

 

61.4

%

 

 

(0.4

)

Expense ratio

 

 

36.8

%

 

 

34.9

%

 

 

1.9

 

Combined ratio

 

 

97.8

%

 

 

96.3

%

 

 

1.5

 

 

(1)
External business only, excluding business assumed from affiliates
(2)
Non-GAAP ratio
(3)
Most directly comparable GAAP ratio

 

Reconciliation of non-GAAP financial ratios

The table above reconciles the non-GAAP ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP ratio. The Company believes the non-GAAP ratios are useful to investors when evaluating the Company's underwriting performance as trends within Reinsurance Operations may be obscured by prior accident year adjustments. These non-GAAP ratios should not be considered as a substitute for its most directly comparable GAAP ratio and does not reflect the overall underwriting profitability of the Company.

Premiums

See “Results of Operations” above for a discussion on consolidated premiums.

 

 

39


 

Other Loss

 

The Company recognized a loss of less than $0.1 million during each of the quarters ended March 31, 2023 and 2022. Other loss is primarily comprised of foreign exchange gains and losses.

Loss Ratio

The current accident year loss ratio improved by 0.5 points during the quarter ended March 31, 2023 as compared to the same period in 2022 reflecting a mix of business change as more earned premium is from a treaty with a lower expected loss ratio compared to last year.

The calendar year loss ratios for the quarter ended March 31, 2023 did not include any reserve development on prior accident years. The calendar year loss ratios for the quarter ended March 31, 2022 includes a decrease of less than $0.1 million or 0.1 percentage point related to reserve development on prior accident years. Please see Note 8 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.

Expense Ratios

The expense ratio for the Company’s Reinsurance Operations segment increased 1.9 points from 34.9% for the quarter ended March 31, 2022 to 36.8% for the quarter ended March 31, 2023. This increase in the expense ratio was primarily due to an increase in commission expense.

 

Exited Lines

The components of income from the Company’s Exited Lines segment and corresponding underwriting ratios are as follows:

 

 

 

Quarters Ended
March 31,

 

 

%

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

Change

 

Gross written premiums

 

$

4,061

 

 

$

47,139

 

 

 

(91.4

%)

 

 

 

 

 

 

 

 

 

 

Net written premiums

 

$

1,211

 

 

$

20,323

 

 

 

(94.0

%)

 

 

 

 

 

 

 

 

 

 

Net earned premiums

 

$

12,043

 

 

$

23,328

 

 

 

(48.4

%)

Other income

 

 

77

 

 

 

200

 

 

 

(61.5

%)

Total revenues

 

 

12,120

 

 

 

23,528

 

 

 

(48.5

%)

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

6,619

 

 

 

9,977

 

 

 

(33.7

%)

Acquisition costs and other underwriting expenses

 

 

5,136

 

 

 

11,205

 

 

 

(54.2

%)

Underwriting income

 

$

365

 

 

$

2,346

 

 

 

(84.4

%)

 

 

 

Quarters Ended
March 31,

 

 

Point

 

 

 

2023

 

 

2022

 

 

Change

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

Current accident year

 

 

67.2

%

 

 

63.9

%

 

 

3.3

 

Prior accident year

 

 

(12.2

%)

 

 

(21.1

%)

 

 

8.9

 

Calendar year loss ratio

 

 

55.0

%

 

 

42.8

%

 

 

12.2

 

Expense ratio

 

 

42.6

%

 

 

48.0

%

 

 

(5.4

)

Combined ratio

 

 

97.6

%

 

 

90.8

%

 

 

6.8

 

 

 

40


 

Reconciliation of non-GAAP financial measures and ratios

The table below reconciles the non-GAAP measures or ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends within Exited Lines may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.

 

 

 

Quarters Ended
March 31,

 

 

 

2023

 

 

2022

 

(Dollars in thousands)

 

Losses

 

 

Loss Ratio

 

 

Losses

 

 

Loss Ratio

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

Non catastrophe property losses and ratio excluding the effect of prior accident year (1)

 

$

3,652

 

 

 

42.0

%

 

$

10,261

 

 

 

54.6

%

Effect of prior accident year

 

 

(1,165

)

 

 

(13.4

%)

 

 

(3,867

)

 

 

(20.6

%)

Non catastrophe property losses and ratio (2)

 

$

2,487

 

 

 

28.6

%

 

$

6,394

 

 

 

34.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe losses and ratio excluding the effect of prior accident year (1)

 

$

2,142

 

 

 

24.7

%

 

$

2,152

 

 

 

11.4

%

Effect of prior accident year

 

 

149

 

 

 

1.7

%

 

 

(471

)

 

 

(2.5

%)

Catastrophe losses and ratio (2)

 

$

2,291

 

 

 

26.4

%

 

$

1,681

 

 

 

8.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property losses and ratio excluding the effect of prior accident year (1)

 

$

5,794

 

 

 

66.7

%

 

$

12,413

 

 

 

66.0

%

Effect of prior accident year

 

 

(1,016

)

 

 

(11.7

%)

 

 

(4,338

)

 

 

(23.1

%)

Total property losses and ratio (2)

 

$

4,778

 

 

 

55.0

%

 

$

8,075

 

 

 

42.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Casualty

 

 

 

 

 

 

 

 

 

 

 

 

Total casualty losses and ratio excluding the effect of prior accident year (1)

 

$

2,303

 

 

 

68.7

%

 

$

2,493

 

 

 

55.1

%

Effect of prior accident year

 

 

(462

)

 

 

(13.8

%)

 

 

(591

)

 

 

(13.1

%)

Total casualty losses and ratio (2)

 

$

1,841

 

 

 

54.9

%

 

$

1,902

 

 

 

42.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)

 

$

8,097

 

 

 

67.2

%

 

$

14,906

 

 

 

63.9

%

Effect of prior accident year

 

 

(1,478

)

 

 

(12.2

%)

 

 

(4,929

)

 

 

(21.1

%)

Total net losses and loss adjustment expense and total loss ratio (2)

 

$

6,619

 

 

 

55.0

%

 

$

9,977

 

 

 

42.8

%

 

(1)
Non-GAAP measure / ratio
(2)
Most directly comparable GAAP measure / ratio

Premiums

See “Results of Operations” above for a discussion on consolidated premiums.

Other Income

The Company recognized income of $0.1 million and $0.2 million for the quarters ended March 31, 2023 and 2022, respectively. Other income is primarily comprised of fee income net of bank fees.

 

41


 

Loss Ratio

The current accident year losses and loss ratio is summarized as follows:

 

 

 

Quarters Ended
March 31,

 

 

%

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

Change

 

Property losses

 

 

 

 

 

 

 

 

 

Non-catastrophe

 

$

3,652

 

 

$

10,261

 

 

 

(64.4

%)

Catastrophe

 

 

2,142

 

 

 

2,152

 

 

 

(0.5

%)

Property losses

 

 

5,794

 

 

 

12,413

 

 

 

(53.3

%)

Casualty losses

 

 

2,303

 

 

 

2,493

 

 

 

(7.6

%)

Total accident year losses

 

$

8,097

 

 

$

14,906

 

 

 

(45.7

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarters Ended
March 31,

 

 

Point

 

 

 

2023

 

 

2022

 

 

Change

 

Current accident year loss ratio:

 

 

 

 

 

 

 

 

 

Property

 

 

 

 

 

 

 

 

 

Non-catastrophe

 

 

42.0

%

 

 

54.6

%

 

 

(12.6

)

Catastrophe

 

 

24.7

%

 

 

11.4

%

 

 

13.3

 

Property loss ratio

 

 

66.7

%

 

 

66.0

%

 

 

0.7

 

Casualty loss ratio

 

 

68.7

%

 

 

55.1

%

 

 

13.6

 

Total accident year loss ratio

 

 

67.2

%

 

 

63.9

%

 

 

3.3

 

 

The current accident year non-catastrophe property loss ratio improved by 12.6 points during the quarter ended March 31, 2023 as compared to the same period in 2022 reflecting lower claims severity in the first accident quarter compared to last year.

 

The current accident year catastrophe loss ratio increased by 13.3 points during the quarter ended March 31, 2023 as compared to the same period in 2022 primarily recognizing higher claims frequency in the first accident quarter compared to last year.

 

The current accident year casualty loss ratio increased by 13.6 points during the quarter ended March 31, 2023 as compared to the same period in 2022 primarily reflecting higher claims frequency in farm, ranch & stable lines for the first accident quarter compared to last year and growth in the brokerage divisions which had a higher expected loss ratio.

The calendar year loss ratio for the quarter ended March 31, 2023 includes a decrease of $1.5 million, or 12.2 percentage points related to reserve development on prior accident years. The calendar year loss ratio for the quarter ended March 31, 2022 includes a decrease of $4.9 million, or 21.1 percentage points related to reserve development on prior accident years. Please see Note 8 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.

Expense Ratio

The expense ratio for the Company’s Exited Lines decreased by 5.4 points from 48.0% for the quarter ended March 31, 2022 to 42.6% for the quarter ended March 31, 2023 due to restructuring actions which reduced expenses.

 

Unallocated Corporate Items

The Company’s fixed income portfolio, excluding cash, continues to maintain high quality with an A average rating and a duration of 1.5 years.

 

42


 

Net Investment Income

 

 

 

Quarters Ended
March 31,

 

 

%

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

Change

 

Gross investment income (1)

 

$

12,380

 

 

$

7,196

 

 

 

72.0

%

Investment expenses

 

 

(372

)

 

 

(604

)

 

 

(38.4

%)

Net investment income

 

$

12,008

 

 

$

6,592

 

 

 

82.2

%

 

(1)
Excludes realized gains and losses

Gross investment income increased by 72.0% for the quarter ended March 31, 2023 as compared to the same period in 2022. The increase was primarily due to an increase in yield within the fixed maturities portfolio due to the rise in rates.

Investment expenses decreased by 38.4% for the quarter ended March 31, 2023 as compared to the same period in 2022 due to decreased investment management expenses.

At March 31, 2023, the Company held agency mortgage-backed securities with a market value of $3.2 million. Excluding the agency mortgage-backed securities, the average duration of the Company’s fixed maturities portfolio was 1.5 years as of March 31, 2023, compared with 3.2 years as of March 31, 2022. Including cash and short-term investments, the average duration of the Company’s fixed maturities portfolio, excluding agency mortgage-backed securities was 1.5 years and 2.8 years as of March 31, 2023 and March 31, 2022, respectively. Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. The Company’s embedded book yield on its fixed maturities, not including cash, was 3.6% as of March 31, 2023, compared to 2.6% as of March 31, 2022. The embedded book yield on the $31.9 million of taxable municipal bonds in the Company’s portfolio was 3.1% at March 31, 2023, compared to an embedded book yield of 3.2% on the Company’s taxable municipal bonds of $47.0 million at March 31, 2022.

Net Realized Investment Gains (Losses)

 

The components of net realized investment gains (losses) for the quarters ended March 31, 2023 and 2022 were as follows:

 

 

 

Quarters Ended
March 31,

 

(Dollars in thousands)

 

2023

 

 

2022

 

Equity securities

 

$

(914

)

 

$

(1,345

)

Fixed maturities

 

 

(606

)

 

 

(3,239

)

Derivatives

 

 

 

 

 

4,724

 

Other-than-temporary impairment losses (1)

 

 

 

 

 

(25,525

)

Net realized investment gains (losses)

 

$

(1,520

)

 

$

(25,385

)

 

(1) In response to a rising interest rate environment, the Company took action early in April 2022 to shorten the duration of its fixed maturities portfolio. In connection with these actions, the Company identified fixed maturities securities with a weighted average life of five years or greater as having an intent to sell resulting in other-than-temporary impairment losses. The majority of which were sold in the 2nd quarter of 2022. Most of the proceeds from the sale of these securities were reinvested into fixed income investments with maturities of two years. As a result of these actions, book yield increased from 2.2% at December 31, 2021 to 3.6% at March 31, 2023.

 

See Note 3 of the notes to the consolidated financial statements in Item 1 of Part I of this report for an analysis of total investment return on a pre-tax basis for the quarters ended March 31, 2023 and 2022.

Corporate and Other Operating Expenses

 

Corporate and other operating expenses consist of outside legal fees, other professional fees, directors’ fees, management fees & advisory fees, salaries and benefits for holding company personnel, development costs for new products, impairment losses, and taxes incurred which are not directly related to operations. Corporate and other operating expenses were $6.4 million and $4.7 million during the quarters ended March 31, 2023 and 2022, respectively. The increase in corporate and other operating expenses is primarily due to restructuring costs incurred in the first quarter of 2023.

 

43


 

Interest Expense

 

Interest expense was $2.6 million during the quarter ended March 31, 2022. There was no interest expense during the quarter ended March 31, 2023. The reduction in interest expense was due to the redemption of the 7.875% Subordinated Notes due 2047 on April 15, 2022.

Income Tax Expense / Benefit

 

Income tax expense was $0.6 million for the quarter ended March 31, 2023 compared with income tax benefit of $3.4 million for the quarter ended March 31, 2022. The increase in income tax expense is primarily due to higher taxable income in the Company's U.S. Subsidiaries in 2023.

 

See Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for a comparison of income tax between periods.

Net Income (Loss)

The factors described above resulted in a net income of $2.5 million and a net loss of $14.8 million for the quarters ended March 31, 2023 and 2022, respectively.

Liquidity and Capital Resources

Sources and Uses of Funds

 

Global Indemnity Group, LLC is a holding company. Its principal asset is its ownership of the shares of its direct and indirect subsidiaries, including those of its insurance companies: United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, and Penn-Patriot Insurance Company.

 

Global Indemnity Group, LLC’s short term and long term liquidity needs include but are not limited to the payment of corporate expenses, debt service payments, distributions to shareholders, and share repurchases. The Company also has commitments in the form of operating leases, commitments to fund limited liability investments, and unpaid losses and loss expense obligations. In order to meet its short term and long term needs, Global Indemnity Group, LLC’s principal sources of cash includes investment income, dividends from subsidiaries, other permitted disbursements from its direct and indirect subsidiaries, reimbursement for equity awards granted to employees and intercompany borrowings. The principal sources of funds at these direct and indirect subsidiaries include underwriting operations, investment income, proceeds from sales and redemptions of investments, capital contributions, intercompany borrowings, and dividends from subsidiaries. Funds are used principally by these operating subsidiaries to pay claims and operating expenses, to make debt payments, to purchase investments, and to make distribution payments. In addition, the Company periodically reviews opportunities related to business acquisitions, and as a result, liquidity may be needed in the future.

GBLI Holdings, LLC is a holding company which is a wholly-owned subsidiary of Penn-Patriot Insurance Company. GBLI Holdings, LLC’s principal asset is its ownership of the shares of its direct and indirect subsidiaries which include United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, and Penn-Star Insurance Company. GBLI Holdings, LLC is dependent on dividends from its subsidiaries as well as reimbursements from its subsidiaries for utilization of net operating losses and other tax attributes in order to meet its corporate expense obligations and intercompany financing obligations.

 

As of March 31, 2023, the Company also had future funding commitments of $14.2 million related to investments that are currently in their harvest period and it is unlikely that a capital call will be made.

The future liquidity of both Global Indemnity Group, LLC and GBLI Holdings, LLC is dependent on the ability of its subsidiaries to generate income to pay dividends. Global Indemnity Group, LLC and GBLI Holdings, LLC’s insurance companies are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See “Regulation - Statutory Accounting

 

44


 

Principles” in Item 1 of Part I of the Company’s 2022 Annual Report on Form 10-K. Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. See Note 22 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2022 Annual Report on Form 10-K for further information on dividend limitations related to the Insurance Companies. There were no dividend declared or paid during the quarter ended March 31, 2023.

Cash Flows

 

Sources of operating funds consist primarily of net written premiums and investment income. Funds are used primarily to pay claims and operating expenses and to purchase investments. As a result of the distribution policy, funds are also used to pay distributions to shareholders of the Company.

 

The Company’s reconciliation of net income (loss) to net cash provided by (used for) operations is generally influenced by the following:

the fact that the Company collects premiums, net of commissions, in advance of losses paid;
the timing of the Company’s settlements with its reinsurers; and
the timing of the Company’s loss payments.

 

Net cash provided by (used for) operating activities was $5.3 million and ($10.1) million for the quarters ended March 31, 2023 and 2022, respectively. The increase in operating cash flows of approximately $15.4 million from the prior year was primarily a net result of the following items:

 

 

 

Quarters Ended
March 31,

 

 

 

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

Change

 

Net premiums collected

 

$

120,397

 

 

$

132,367

 

 

$

(11,970

)

Net losses paid

 

 

(63,936

)

 

 

(74,081

)

 

 

10,145

 

Underwriting and corporate expenses

 

 

(64,116

)

 

 

(74,087

)

 

 

9,971

 

Net investment income

 

 

12,981

 

 

 

8,299

 

 

 

4,682

 

Interest paid

 

 

 

 

 

(2,560

)

 

 

2,560

 

Net cash provided by (used for) operating activities

 

$

5,326

 

 

$

(10,062

)

 

$

15,388

 

See the consolidated statements of cash flows in the consolidated financial statements in Item 1 of Part I of this report for details concerning the Company’s investing and financing activities.

Liquidity

 

Stock Repurchase

 

From April, 1, 2023 through May 1, 2023, an additional 200,000 shares were repurchased as part of the share repurchase program. On October 21, 2022, Global Indemnity Group, LLC announced that up to $32 million of share repurchases were authorized. On January 3, 2023, Global Indemnity Group, LLC announced that it authorized an increase in the aggregate stock purchases from $32 million to $60 million. From the time of the initial announcement, a total of 1,357,082 shares were repurchased for approximately $34.0 million at an average purchase price of $25.05 per share. 138,151 shares that were acquired were reissued at an average price per share of $24.17. As a result of these transactions, book value per share increased by $1.69 per share.

 

Restructuring

 

The Company is restructuring its insurance operations in an effort to strengthen its market presence and enhance its focus on GBLI’s core Wholesale Commercial and InsurTech products. The restructuring plan, which was initiated in the fourth quarter of 2022, was completed in the first quarter of 2023. The Company incurred restructuring charges of $3.4 million in the fourth quarter of 2022 and $2.2 million in the first quarter of 2023 for a total of $5.6 million. Post completion of the restructuring, the Company anticipates recurring annual expense savings of $16.0 million.

 

45


 

Distributions

 

The Board of Directors approved a distribution payment of $0.25 per common share to all shareholders of record on the close of business on March 24, 2023. Distributions paid to common shareholders were $3.9 million during the quarter ended March 31, 2023. In addition, distributions of $0.1 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the quarter ended March 31, 2023.

 

Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s liquidity during the quarter ended March 31, 2023. Please see Item 7 of Part II in the Company’s 2022 Annual Report on Form 10-K for information regarding the Company’s liquidity.

Capital Resources

 

There have been no material changes to the Company’s capital resources during the quarter ended March 31, 2023. Please see Item 7 of Part II in the Company’s 2022 Annual Report on Form 10-K for information regarding the Company’s capital resources.

Off Balance Sheet Arrangements

The Company has no off balance sheet arrangements.

Cautionary Note Regarding Forward-Looking Statements

 

Some of the statements under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report may include forward-looking statements within the meaning of Section 21E of the Security Exchange Act of 1934, as amended, that reflect the Company’s current views with respect to future events and financial performance. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of identified transactions or natural disasters, and statements about the future performance, operations, products and services of the companies.

 

The Company’s business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. See “Risk Factors” in Item 1A of Part I in the Company’s 2022 Annual Report on Form 10-K for risks, uncertainties and other factors that could cause actual results and experience to differ from those projected. The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

46


 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For the quarter ended March 31, 2023, global equities rose approximately 8.0% with U.S equities modestly underperforming, gaining approximately 7.5%. U.S fixed income gained approximately 3.0% with the average spread moving wider during the quarter. In March, Federal Reserve Chair Jerome Powell provided hawkish testimony in his semi-annual assessment of the economy to Congress. This was quickly followed by a shock to financial stability and confidence as we witnessed three bank failures that required swift and coordinated actions from monetary authorities. These measures played a critical role in calming fears. Just two weeks later, the Fed increased rates while making the clear delineation that it has the tools to manage financial stability while at the same time battling inflation. This has all combined to leave market participants parsing each piece of economic data for indications of the next moves by the FOMC, resulting in continued large swings in interest rates.

The Company’s investment grade fixed income portfolio continues to maintain high quality with an A average rating and a duration of 1.5 years. Portfolio purchases were focused within US Treasury, asset backed, and investment grade credit securities. These purchases were funded primarily through cash inflows, sales of US Treasury securities, as well as maturities and paydowns. During the first quarter, the portfolio’s allocation to asset backed securities increased, while the portfolio’s exposure to US Treasury securities decreased.

Other than the changes described in the preceding paragraph, there have been no other material changes to the Company’s market risk since December 31, 2022. Please see Item 7A of Part II in the Company’s 2022 Annual Report on Form 10-K for information regarding the Company’s market risk.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2023. Based upon that evaluation, and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2023, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

47


 

PART II-OTHER INFORMATION

The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.

There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.

Item 1A. Risk Factors

The Company’s results of operations and financial condition are subject to numerous risks and uncertainties described in Item 1A of Part I in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on March 15, 2023. The risk factors identified therein have not materially changed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The Company’s Share Incentive Plan allows employees to surrender the Company’s class A common shares as payment for the tax liability incurred upon the vesting of restricted stock. There were 3,302 shares surrendered by the Company’s employees during the quarter ended March 31, 2023. All class A common shares surrendered by the Company’s employees are held as treasury stock and recorded at cost until formally retired.

 

Global Indemnity Group, LLC repurchased 250,000 shares from third parties under its repurchase program during the quarter ended March 31, 2023. All class A common shares repurchased from third parties under its repurchase program are held as treasury stock and recorded at cost until formally retired.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

 

 

48


 

Item 6. Exhibits

 

 

 

  31.1+

 

Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

  31.2+

 

Certification of Chief Financial Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

  32.1+

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

  32.2+

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

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Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

+ Filed or furnished herewith, as applicable.

 

49


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

GLOBAL INDEMNITY GROUP, LLC

 

 

Registrant

 

 

 

 

 

 

 

 

 

 

Dated: May 10, 2023

 

By:

 

/s/ Thomas M. McGeehan

 

 

 

 

Thomas M. McGeehan

 

 

 

 

Chief Financial Officer

 

 

 

 

(Authorized Signatory and Principal Financial and Accounting Officer)

 

 

50


Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Joseph W. Brown, certify that:

 

1.
I have reviewed this Quarterly Report on Form 10-Q of Global Indemnity Group, LLC;

 

2.
Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

 

3.
Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;

 

4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

 

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and

 

d)
Disclosed in this Quarterly Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s independent registered public accounting firm and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: May 10, 2023

 

/s/ Joseph W. Brown

Joseph W. Brown

Chief Executive Officer

 


Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Thomas M. McGeehan, certify that:

 

1.
I have reviewed this Quarterly Report on Form 10-Q of Global Indemnity Group, LLC;

 

2.
Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

 

3.
Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;

 

4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

 

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and

 

d)
Disclosed in this Quarterly Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s independent registered public accounting firm and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: May 10, 2023

 

/s/ Thomas M. McGeehan

Thomas M. McGeehan

Chief Financial Officer

 


Exhibit 32.1

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of Global Indemnity Group, LLC (the "Company") on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph W. Brown, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Dated: May 10, 2023

 

/s/ Joseph W. Brown

Joseph W. Brown

Chief Executive Officer

 


Exhibit 32.2

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of Global Indemnity Group, LLC (the "Company") on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas M. McGeehan, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

 

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Dated: May 10, 2023

 

/s/ Thomas M. McGeehan

Thomas M. McGeehan

Chief Financial Officer