ProSight Global, Inc. (Form: 10-Q, Received: 11/10/2020 17:02:58)

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 September 30, 2020

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

For the transition period from to

Commission file number 001-38996

ProSight Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware		35-2405664

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

412 Mt. Kemble Avenue

Suite 300

Morristown, NJ 07960

(973) 532-1900

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	PROS	New York Stock Exchange

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

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

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

There were 43,644,146 shares of Common Stock ($0.01 par value) outstanding as of November 9, 2020.

Table of Contents

PROSIGHT GLOBAL, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		Page

Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited) as of September 30, 2020 and December 31, 2019	2
	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2020 and 2019	3
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2020 and 2019	4
	Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Nine Months Ended September 30, 2020 and 2019	5
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2020 and 2019	6
	Notes to Interim Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	53

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56
	Signatures	57

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ProSight Global, Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)



	September 30,		December 31,
($ in thousands except share amounts)	2020		2019
Assets
Investments:
Fixed maturity securities, available-for-sale at fair value (amortized cost $2,176,775 in 2020 and $1,999,403 in 2019, allowance for credit losses $(1,670) in 2020 and $0 in 2019)	$	2,260,193	$	2,040,682
Commercial levered loans at amortized cost (fair value $12,991 in 2020 and $13,950 in 2019)		13,433		14,069
Non-redeemable preferred stock securities at fair value (cost $11,670 in 2020 and $0 in 2019)		11,913		—
Bond exchange-traded funds at fair value (cost $12,878 in 2020 and $0 in 2019)		12,838		—
Limited partnerships and limited liability companies at fair value (cost $73,358 in 2020 and $62,226 in 2019)		84,608		66,660
Short-term investments		154		43,873
Total investments		2,383,139		2,165,284
Cash and cash equivalents		26,609		17,284
Restricted cash		7,625		10,213
Accrued investment income		13,967		13,610
Premiums and other receivables, net		134,915		190,004
Receivable from reinsurers on paid losses, net		2,571		3,481
Reinsurance receivables on unpaid losses, net		158,856		193,952
Deferred policy acquisition costs		93,298		98,812
Prepaid reinsurance premiums		60,392		42,861
Net deferred income taxes		—		4,803
Goodwill and net intangible assets		29,166		29,189
Fixed assets and capitalized software, net		34,961		37,167
Funds withheld related to sale of affiliate		19,529		19,453
Other assets		27,708		29,537
Assets of discontinued operations		23,484		21,584
Total assets	$	3,016,220	$	2,877,234

Liabilities
Reserve for unpaid losses and loss adjustment expenses	$	1,589,162	$	1,521,648
Reserve for unearned premiums		443,528		483,223
Ceded reinsurance payable		34,693		17,768
Notes payable, net of debt issuance costs		199,947		164,693
Secured loan payable, net of debt issuance costs		24,243		—
Funds held under reinsurance agreements		21,895		58,855
Net deferred income taxes		4,976		—
Other liabilities		55,950		56,438
Liabilities of discontinued operations		33,954		31,578
Total liabilities		2,408,348		2,334,203

Stockholders’ equity
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding		—		—
Common stock, $0.01 par value; 200,000,000 shares authorized; 43,436,134 and 43,071,186 shares issued, 43,423,214 and 43,058,266 shares outstanding in 2020 and 2019, respectively		434		431
Paid-in capital		666,875		661,761
Accumulated other comprehensive income		71,029		37,453
Retained deficit		(130,266)		(156,414)
Treasury shares - at cost (12,920 shares)		(200)		(200)
Total stockholders’ equity		607,872		543,031
Total liabilities and stockholders’ equity	$	3,016,220	$	2,877,234

See accompanying notes to interim consolidated financial statements (unaudited)

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ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
($ in thousands except per share amounts)	2020		2019		2020		2019
Gross written premiums	$	203,539	$	227,196	$	603,717	$	718,066
Net earned premiums		172,376		202,455		559,667		600,543
Net investment income		20,307		16,974		52,913		51,530
Realized investment gains, net		1,398		245		3,521		495
Other income		61		196		274		386
Total revenues		194,142		219,870		616,375		652,954

Expenses:
Net losses and loss adjustment expenses incurred		123,249		127,196		363,279		372,644
Policy acquisition expenses		40,387		45,953		129,406		138,059
General and administrative expenses		22,986		25,967		76,038		79,189
Interest expense		4,216		3,216		10,388		9,725
Other expense		1,394		7,162		4,521		14,332
Total expenses		192,232		209,494		583,632		613,949
Income from continuing operations before income taxes		1,910		10,376		32,743		39,005

Income tax provision:
Current		407		146		6,154		369
Deferred		5		1,869		997		7,884
Total income tax expense		412		2,015		7,151		8,253
Net income from continuing operations		1,498		8,361		25,592		30,752

Discontinued operations:
Net income (loss) from discontinued operations		20		(49)		556		(382)
Net income	$	1,518	$	8,312	$	26,148	$	30,370

Earnings per share – basic:
Net income from continuing operations	$	0.03	$	0.20	$	0.58	$	0.77
Net income	$	0.03	$	0.19	$	0.60	$	0.76

Earnings per share – diluted:
Net income from continuing operations	$	0.03	$	0.19	$	0.58	$	0.76
Net income	$	0.03	$	0.19	$	0.59	$	0.75

See accompanying notes to interim consolidated financial statements (unaudited)

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ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
($ in thousands)	2020		2019		2020		2019
Net income	$	1,518	$	8,312	$	26,148	$	30,370
Other comprehensive income, net of taxes:
Change in unrealized holding gains on available-for-sale debt securities, net of deferred tax expense of $5,190 and $9,939 in 2020 and $2,651 and $16,098 in 2019		19,826		9,292		37,318		60,478
Less: reclassification adjustment for gains included in net income, net of tax expense of $228 and $1,090 in 2020 and $156 and $104 in 2019		1,303		4,206		5,061		4,233
Less: reclassification adjustment for credit losses included in net income, net of tax expense (benefit) of $66 and $(351) in 2020 and $0 and $0 in 2019		250		—		(1,319)		—
Other comprehensive income		18,273		5,086		33,576		56,245
Comprehensive income	$	19,791	$	13,398	$	59,724	$	86,615

See accompanying notes to interim consolidated financial statements (unaudited)

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ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)


							Accumulated
	Preferred		Common		Paid-In		Other Comprehensive		Retained		Treasury
($ in thousands)	Stock		Stock		Capital		Income (Loss)		Deficit		Shares		Total
December 31, 2018	$	—	$	389	$	607,260	$	(22,315)	$	(195,304)	$	(200)	$	389,830
Stock based employee compensation plan		—		—		77		—		—		—		77
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $7,265		—		—		—		27,752		—		—		27,752
Equity distribution		—		—		(4,174)		—		—		—		(4,174)
Net income		—		—		—		—		13,440		—		13,440
March 31, 2019	$	—	$	389	$	603,163	$	5,437	$	(181,864)	$	(200)	$	426,925
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $6,234		—		—		—		23,407		—		—		23,407
Net income		—		—		—		—		8,618		—		8,618
June 30, 2019	$	—	$	389	$	603,163	$	28,844	$	(173,246)	$	(200)	$	458,950
Stock based employee compensation plan		—		—		6,785		—		—		—		6,785
Shares cancelled		—		(1)		1		—		—		—		—
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $2,495		—		—		—		5,086		—		—		5,086
Retirement of common stock (tax payments on equity compensation)		—		—		(149)		—		—		—		(149)
Proceeds from common stock sold in initial public offering, net of offering costs		—		42		51,557		—		—		—		51,599
Net income		—		—		—		—		8,312		—		8,312
September 30, 2019	$	—	$	430	$	661,357	$	33,930	$	(164,934)	$	(200)	$	530,583


December 31, 2019	$	—	$	431	$	661,761	$	37,453	$	(156,414)	$	(200)	$	543,031
Stock based employee compensation plan		—		2		1,754		—		—		—		1,756
Net unrealized loss on available-for-sale debt securities, net of deferred tax benefit of $(16,151)		—		—		—		(61,441)		—		—		(61,441)
Retirement of common stock (tax payments on equity compensation)		—		—		(2,263)		—		—		—		(2,263)
Payments related to offering costs		—		—		(49)		—		—		—		(49)
Net income		—		—		—		—		7,068		—		7,068
March 31, 2020	$	—	$	433	$	661,203	$	(23,988)	$	(149,346)	$	(200)	$	488,102
Stock based employee compensation plan		—		—		3,057		—		—		—		3,057
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $20,455		—		—		—		76,744		—		—		76,744
Tax benefit on payments related to offering costs		—		—		635		—		—		—		635
Net income		—		—		—		—		17,562		—		17,562
June 30, 2020	$	—	$	433	$	664,895	$	52,756	$	(131,784)	$	(200)	$	586,100
Stock based employee compensation plan		—		1		2,106		—		—		—		2,107
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $4,896		—		—		—		18,273		—		—		18,273
Retirement of common stock (tax payments on equity compensation)		—		—		(126)		—		—		—		(126)
Net income		—		—		—		—		1,518		—		1,518
September 30, 2020	$	—	$	434	$	666,875	$	71,029	$	(130,266)	$	(200)	$	607,872

See accompanying notes to interim consolidated financial statements (unaudited)

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ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30
($ in thousands)	2020		2019
Operating activities
Net income from continuing operations	$	25,592	$	30,752
Net income (loss) from discontinued operations		556		(382)
Net income		26,148		30,370

Adjustments to reconcile net income to net cash provided by operating activities:
Provision for deferred taxes		997		7,884
Realized investment gains, net		(3,521)		(495)
Net limited partnerships and limited liability companies gains		(6,759)		(2,917)
Net amortization (accretion) from bonds and commercial loans		2,861		(1,568)
Net change in fair value of non-redeemable preferred stock securities		(243)		—
Net change in fair value of bond exchange-traded funds		61		—
Depreciation and amortization		6,392		6,222
Amortization of debt issuance costs		748		254
Stock based compensation		6,920		6,862

Changes in:
Premiums and other receivables, net		55,089		20,427
Receivable from reinsurers on paid losses and reinsurance receivable on unpaid losses		36,006		(22,103)
Ceded reinsurance payable		16,925		(9,182)
Accrued investment income		(357)		(1,173)
Deferred policy acquisition costs		5,514		(9,929)
Prepaid reinsurance premiums		(17,531)		(2,659)
Reserve for unpaid losses and loss adjustment expenses		67,514		118,412
Reserve for unearned premiums		(39,695)		36,828
Funds withheld related to sale of affiliate		(76)		(169)
Funds held under reinsurance agreements		(36,960)		5,078
Other assets		1,555		22,249
Other liabilities		(487)		7,555
Total adjustments		94,953		181,576
Net cash provided by operating activities – continuing operations		120,545		212,328
Net cash provided by (used in) operating activities – discontinued operations		165		(267)
Net cash provided by operating activities		120,710		212,061

Investing activities
Purchases of available-for-sale fixed maturity securities		(574,039)		(423,335)
Sales of available-for-sale fixed maturity securities		215,856		67,848
Redemptions of available-for-sale fixed maturity securities		182,981		100,713
Purchases of non-redeemable preferred stock securities		(11,669)		—
Redemptions of commercial levered loans		640		2,298
Purchases of bond exchange-traded funds		(20,985)		—
Sales of bond exchange-traded funds		8,085		—
Purchases of limited partnerships		(14,329)		(13,016)
Distributions and redemptions from limited partnerships		3,139		4,043
Purchases of short-term investments		(34,955)		(293,065)
Sales of short-term investments		78,827		315,767
Acquisition of fixed assets and capitalized software		(4,164)		(4,903)
Net cash used in investing activities – continuing operations		(170,613)		(243,650)
Net cash provided by (used in) investing activities – discontinued operations		1,286		(380)
Net cash used in investing activities		(169,327)		(244,030)

Financing activities
Payments related to offering costs		(49)		—
Proceeds from shares issued		—		51,599
Tax withholding on stock compensation awards		(2,389)		(149)
Proceeds from secured loan payable		24,997		—
Repayment of secured loan payable		(754)		—
Proceeds from notes payable		35,000		—
Repayment of notes payable		—		(18,000)
Net cash provided by financing activities		56,805		33,450

Net change in cash and cash equivalents		8,188		1,481
Cash, cash equivalents and restricted cash at beginning of year – continuing operations		27,497		29,900
Cash, cash equivalents and restricted cash at beginning of year – discontinued operations		255		1,034
Less: cash, cash equivalents and restricted cash at end of period – discontinued operations		(1,706)		(387)
Cash, cash equivalents and restricted cash at end of period – continuing operations	$	34,234	$	32,028

See accompanying notes to interim consolidated financial statements (unaudited)

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

1. Basis of Reporting

The accompanying unaudited interim consolidated financial statements of ProSight Global, Inc. and its subsidiaries (the “Company”) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and do not contain all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 24, 2020, as amended by Amendment No. 1 to Form 10-K filed with the SEC on March 10, 2020. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements have been included. Such adjustments consist only of normal recurring items. All significant intercompany balances and transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results of operations for the full year.

Prior to July 25, 2019, the Company was a wholly-owned subsidiary of ProSight Global Holdings Limited (“PGHL”), a Bermuda holding company. Effective July 25, 2019, prior to the completion of the Company’s initial public offering (“IPO”), PGHL merged with and into the Company, with the Company surviving the merger (the “merger”). The prior holders of PGHL’s equity interests then outstanding received, as merger consideration, the right to receive 6.46 shares of the Company’s common stock for each such outstanding PGHL equity interest.

All share and per share amounts in the unaudited interim consolidated financial statements and related notes have been restated for all historical periods prior to July 25, 2019, presented to give effect to the merger and related conversion of shares, including reclassifying an amount equal to the change in value of common stock to additional paid-in capital, as well as the effectiveness of the Certificate of Incorporation.

Use of Estimates

The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statement balances, as well as disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Management periodically reviews its estimates and assumptions.

2. Recently Adopted Accounting Standards

Accounting Guidance Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02”) to improve the financial reporting of leasing transactions. Under this ASU, lessees will recognize a right-of-use asset and corresponding liability on the balance sheet for all leases, except for leases covering a period of fewer than 12 months. The liability is to be measured as the present value of the future minimum lease payments taking into account renewal options, if applicable, plus initial incremental direct costs such as commissions. The minimum payments are discounted using the rate implicit in the lease or, if not known, the lessee’s incremental borrowing rate. The lessee’s income statement treatment for leases will vary depending on the nature of the lease. A financing type lease is present when, among other matters, the asset is being leased for a substantial portion of its economic life or has an end-of-term title transfer or a bargain purchase option as in today’s practice. The payment of the liability set up for such leases will be apportioned between interest and principal; the right-of use asset will be generally amortized on a straight-line basis. If the lease does not qualify as a financing type lease, it will be accounted for on the income statement as rent on a straight-line basis. ASU 2016-02 requires the application of a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.

The Company adopted ASU 2016-02 in the first quarter of 2020, and as part of its implementation, elected the modified retrospective method approach at the beginning of the period of adoption and did not retrospectively adjust prior periods presented. The Company elected to not separate lease components from non-lease components (such as office cleanings, security and maintenance services provided by the Company’s lessors for certain of its leases). The Company

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

also elected the package of practical expedients under the transition guidance, which allowed the Company to not reevaluate existing lease classifications, among others. As of January 1, 2020, the Company’s adoption of this guidance resulted in recognition of a right-of-use asset of $5.6 million and a corresponding lease liability of $6.3 million in continuing operations, and a right-of-use asset of $2.5 million and a corresponding lease liability of $3.0 million in discontinued operations. The adoption of this guidance did not have a material impact on the Company’s retained earnings. See Note 15. Leases for further information on the Company’s leases.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 will change the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including, among others, held-to-maturity debt securities, trade receivables, and reinsurance receivables. ASU 2016-13 requires a valuation allowance to be calculated on these financial assets and that they be presented on the financial statements net of the valuation allowance. The valuation allowance is a measurement of expected losses that is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This methodology is referred to as the current expected credit loss model. The Company adopted ASU 2016-13 in the first quarter of 2020 using a modified retrospective approach. As of January 1, 2020, the Company’s adoption of this guidance did not have a material impact on the Company’s retained earnings.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements for fair value measurements. The modifications removed the following disclosure requirements: (i) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU added the following disclosure requirements: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The Company adopted ASU 2018-13 in the first quarter of 2020 using a retrospective approach and as the requirements of this literature are disclosure only, ASU 2018-13 did not have an impact on the Company’s financial condition or results of operations.

Accounting Guidance Not Yet Adopted

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). ASU 2017-08 shortens the amortization period of the premium for certain callable debt securities, from the contractual maturity date to the earliest call date. ASU 2017-08 is effective for public entities for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2017-08 is effective for annual periods beginning after December 15, 2019 and interim periods within annual periods beginning after December 15, 2020. The Company is currently evaluating the impact of this guidance and does not expect a material impact on its financial condition and results of operations.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2016-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 provides the option to apply prospectively to costs for activities performed on or after the date that the entity first adopts or retrospectively in accordance with guidance on accounting changes. ASU 2018-15 is effective for public entities for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2018-15 is effective for annual periods beginning after December 15, 2020 and interim periods within annual periods beginning after December 15, 2021. The Company is currently evaluating the impact of this guidance on its financial condition or results of operations.

In December 2019, the FASB issued ASU 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes (“ASU 2019-12”). Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipate loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019-12 removes this exception and provides that in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU 2019-12 is effective for public entities for annual periods beginning after December 15, 2020, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2019-12 is effective for annual periods beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2021. The Company is currently evaluating the impact of this guidance on its financial condition or results of operations.

In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”). ASU 2020-01 will clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. ASU 2020-01 is effective for public entities for annual periods beginning after December 15, 2020, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2020-01 is effective for annual periods beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2021. The Company is currently evaluating the impact of this guidance on its financial condition or results of operations.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions to the guidance in GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition away from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Companies can elect to adopt ASU 2020-04 as of the beginning of the interim period that includes March 2020, or any date thereafter through December 31, 2022. The Company is currently evaluating the impact of this guidance on its financial condition and results of operations.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

3. Supplemental Cash Flow

The following table represents the supplemental cash flow information for the nine months ended September 30, 2020 and 2019:


	Nine Months Ended September 30
($ in thousands)	2020		2019
Cash paid (received) during the period for:
Interest	$	6,427	$	6,783
Federal income tax	$	5,553	$	(366)
Non-cash activity:
Operating lease right-of-use assets due to the adoption of ASU 2016-02 - continuing operations	$	3,454	$	—
Operating lease right-of-use assets due to the adoption of ASU 2016-02 - discontinued operations	$	2,164	$	—
Operating lease liabilities due to the adoption of ASU 2016-02 - continuing operations	$	3,849	$	—
Operating lease liabilities due to the adoption of ASU 2016-02 - discontinued operations	$	2,506	$	—
Tax benefit on payments related to offering costs	$	635	$	—

For the nine months ended September 30, 2020, the Company withheld 185,806 shares of common stock from employees related to tax liabilities incurred upon the settlement of vested restricted stock units (“RSUs”). The number of shares of common stock issued, upon the settlement of vested RSUs net of tax withholding, was 364,948.

4. Discontinued Operations

In March 2017, the Company announced its exit from the United Kingdom (“U.K.”) insurance market. The financial results and subsequent expenses directly attributable to U.K. operations are included in the Company’s financial statements and classified within discontinued operations for all periods presented. Net income from discontinued operations was $0.0 million and $0.6 million for the three and nine months ended September 30, 2020. Net loss from discontinued operations was $0.0 million and $0.4 million for the three and nine months ended September 30, 2019.

The following table represents the carrying amounts of assets and liabilities associated with the exit from the insurance market in the U.K. reported as discontinued operations in its consolidated balance sheets:


	September 30,		December 31,
($ in thousands)	2020		2019
Assets
Cash and investments	$	10,464	$	10,428
Other assets		13,020		11,156
Total assets	$	23,484	$	21,584

Liabilities
Reserve for unpaid losses and loss adjustment expenses	$	24,418	$	24,169
Other liabilities		9,536		7,409
Total liabilities	$	33,954	$	31,578

5. Investments

The Company’s investment portfolio consists of fixed maturity securities, commercial levered loans, limited partnerships and limited liability companies, non-redeemable preferred stock securities, bond exchange-traded funds, and short-term investments. Fixed maturity securities may include U.S. Treasury securities, government agency securities, municipal debt obligations, residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

(“CMBS”), collateralized loan obligations (“CLO”), asset-backed securities (“ABS”) and corporate debt securities. Corporate debt securities may include investment grade and below investment grade bonds, bank loan investments and redeemable preferred stock securities. The Company has designated its investments in fixed maturity securities as available-for-sale (“AFS”) securities.

(a) The gross unrealized gains and losses on fixed maturity securities included in assets from continuing operations at September 30, 2020, are as follows:


	Cost/				Gross		Gross
	Amortized		Credit Loss		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Allowance		Gains		Losses		Value
Fixed maturity securities:
U.S. Treasury securities	$	29,426	$	—	$	2,087	$	—	$	31,513
Government agency securities		28,990		—		546		(16)		29,520
Corporate debt securities		1,319,438		(1,052)		72,390		(8,798)		1,381,978
Municipal debt obligations		179,694		—		6,547		(323)		185,918
ABS		53,705		—		574		(732)		53,547
CLO		174,589		(6)		88		(3,501)		171,170
CMBS		113,076		—		7,076		(427)		119,725
RMBS - non-agency		112,904		(612)		7,366		(1,723)		117,935
RMBS - agency		164,953		—		3,947		(13)		168,887
Total fixed maturity securities	$	2,176,775	$	(1,670)	$	100,621	$	(15,533)	$	2,260,193

The gross unrealized gains and losses on fixed maturity securities included in assets from continuing operations at December 31, 2019, are as follows:


	Cost/		Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Gains		Losses		Value
Fixed maturity securities:
U.S. Treasury securities	$	49,161	$	838	$	(14)	$	49,985
Government agency securities		6,522		23		(14)		6,531
Corporate debt securities		1,308,094		33,743		(3,025)		1,338,812
Municipal debt obligations		80,338		243		(766)		79,815
ABS		73,068		854		(340)		73,582
CLO		181,704		125		(2,280)		179,549
CMBS		95,810		1,863		(147)		97,526
RMBS - non-agency		62,343		9,458		(191)		71,610
RMBS - agency		142,363		1,256		(347)		143,272
Total fixed maturity securities	$	1,999,403	$	48,403	$	(7,124)	$	2,040,682

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Notes to Interim Consolidated Financial Statements (Unaudited)

(b) The following table summarizes the fair values and gross unrealized losses for fixed maturity securities in an unrealized loss position at September 30, 2020, grouped by asset class and by duration of time in a continuous unrealized loss position:


	Less Than 12 Months				Greater Than 12 Months				Total
											Total
	Fair		Unrealized		Fair		Unrealized		Total		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Fair Value		Losses
Government agency securities	$	4,639	$	(16)	$	—	$	—	$	4,639	$	(16)
Corporate debt securities		71,409		(1,875)		122,671		(6,923)		194,080		(8,798)
Municipal debt obligations		26,466		(237)		3,441		(86)		29,907		(323)
ABS		7,612		(497)		15,264		(235)		22,876		(732)
CLO		30,319		(171)		131,400		(3,330)		161,719		(3,501)
CMBS		13,207		(311)		5,727		(116)		18,934		(427)
RMBS - non-agency		24,347		(762)		9,965		(961)		34,312		(1,723)
RMBS - agency		7,741		(13)		—		—		7,741		(13)
Total fixed maturity securities	$	185,740	$	(3,882)	$	288,468	$	(11,651)	$	474,208	$	(15,533)

The following table summarizes the fair values and gross unrealized losses for fixed maturity securities in an unrealized loss position at December 31, 2019, grouped by asset class and by duration of time in a continuous unrealized loss position:


	Less Than 12 Months				Greater Than 12 Months				Total
											Total
	Fair		Unrealized		Fair		Unrealized		Total		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Fair Value		Losses
U.S. Treasury securities	$	—	$	—	$	7,469	$	(14)	$	7,469	$	(14)
Government agency securities		3,192		(14)		—		—		3,192		(14)
Corporate debt securities		133,341		(2,509)		50,695		(516)		184,036		(3,025)
Municipal debt obligations		66,355		(766)		—		—		66,355		(766)
ABS		27,884		(175)		11,165		(165)		39,049		(340)
CLO		28,485		(338)		110,825		(1,942)		139,310		(2,280)
CMBS		18,307		(102)		6,053		(45)		24,360		(147)
RMBS - non-agency		2,173		(14)		2,418		(177)		4,591		(191)
RMBS - agency		10,450		(12)		12,367		(335)		22,817		(347)
Total fixed maturity securities	$	290,187	$	(3,930)	$	200,992	$	(3,194)	$	491,179	$	(7,124)

(c) The Company was holding 290 and 313 fixed maturity securities that were in an unrealized loss position as of September 30, 2020 and December 31, 2019, respectively. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity.

The Company analyzes fixed maturity securities in an unrealized loss position for credit losses if they meet the following criteria: (i) they are trading in a significant loss position, (ii) failure of the issuer of the security to make scheduled interest or principal payments, (iii) there have been negative credit events with respect to the issuer, or (iv) there have been negative current events surrounding an issuer or the environment in which an issuer operates.

For fixed maturity securities in an unrealized loss position that require a credit loss analysis, the Company estimates a present value of expected cash flows. If the results of the cash flow analysis indicate that the Company will not recover the full amount of its amortized cost basis, the Company records a credit loss for the excess of amortized cost over the present value of expected cash flows, not to exceed the unrealized loss. Changes in the credit loss allowance are recognized through realized investment gains, net on the consolidated statements of operations. The credit loss allowance benefit for fixed maturity securities was $0.3 million for the three months ended September 30, 2020. The credit loss allowance expense for fixed maturity securities was $1.7 million for the nine months ended September 30, 2020.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The following table is a rollforward of the credit loss allowance for fixed maturity securities:


	December 31,		Additions		Reduction		Reduction		Change in Securities		September 30,
($ in thousands)	2019		New Securities		Sales		Intent to Sell		with Previous Allowance		2020
Fixed maturity securities:
Corporate debt securities	$	—	$	1,171	$	(119)	$	—	$	—	$	1,052
ABS		—		3		(3)		—		—		—
CLO		—		6		—		—		—		6
RMBS - non-agency		—		696		(84)		—		—		612
Total fixed maturity securities allowance	$	—	$	1,876	$	(206)	$	—	$	—	$	1,670

(d) The amortized cost and fair value of fixed maturity securities, excluding the Company’s structured securities portfolio, at September 30, 2020, by contractual maturity are shown below. Expected maturities will differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	September 30, 2020
	Amortized		Fair
($ in thousands)	Cost		Value
Due in one year or less	$	120,270	$	121,506
Due after one through five years		617,687		643,790
Due after five through ten years		513,039		543,555
Due after ten years		277,562		290,558
		1,528,558		1,599,409
Structured securities:
Government agency securities		28,990		29,520
ABS		53,705		53,547
CLO		174,589		171,170
CMBS		113,076		119,725
RMBS - non-agency		112,904		117,935
RMBS - agency		164,953		168,887
Total fixed maturity securities	$	2,176,775	$	2,260,193

The Company did not have any non-income producing fixed maturity investments as of September 30, 2020 and December 31, 2019, respectively.

(e) The Company records its limited partnership and limited liability companies using net asset value, which the Company has determined to be the best indicator of fair value for these investments. At September 30, 2020 and December 31, 2019, the fair value of limited partnerships and limited liability companies were $84.6 million and $66.7 million, respectively. Changes in fair value of such investments are recorded in the consolidated statements of operations within net investment income. The largest investment within the portfolio is the Pacific Investment Management Company LLC Tactical Opportunities fund, which is carried at $44.5 million at September 30, 2020.

The carrying values used for investments in limited partnerships and limited liability companies generally are established on the basis of the current valuations provided by the managers of such investments. These valuations are determined based upon the valuation criteria established by the governing documents of such investments or utilized in the normal course of such manager’s business, which are reflective of fair value. Such valuations may differ significantly from the values that would have been used had available markets for these investments existed and the differences could be material.

The Company’s strategies for its investments in limited partnerships and limited liability companies include investment funds that employ diverse and fundamentally driven approaches to investing which include effective risk management, hedging strategies and leverage. The portfolio of investments in limited partnerships and limited liability

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Notes to Interim Consolidated Financial Statements (Unaudited)

companies consists of common stocks, real estate assets, options, swaps, derivative instruments and other structured products.

The limited partnerships and limited liability companies in which the Company invests sometimes impose limitations on the timing of withdrawals from the funds. The Company’s inability to withdraw its investment quickly from a particular limited partnership or a limited liability company that is performing poorly could result in losses and may affect liquidity. All of the Company’s limited partnerships and limited liability companies have timing limitations. Most limited partnerships and limited liability companies require a 90-day notice period in order to withdraw funds. Some limited partnerships and limited liability companies may require a withdrawal only at the end of their fiscal year. The Company may also be subject to withdrawal fees in the event the limited partnerships and limited liability companies are sold within a minimum holding period, which may be up to one year. Many limited partnerships and limited liability companies have invoked gated provisions that allow the fund to disperse redemption proceeds to investors over an extended period. The Company is subject to such restrictions, which may delay the receipt of proceeds from limited partnerships and limited liability companies.

(f) The Company invests in commercial loans, which are private placements. Loans are reported at the principal amount outstanding, reduced by unearned discounts, net deferred loan fees, and an allowance for credit losses on loans. Interest on loans is calculated using the simple interest method on the daily principal amount outstanding. There was no allowance for credit losses on loans at September 30, 2020 and December 31, 2019, respectively.

(g) Proceeds from sales and redemptions in AFS securities totaled $92.0 million and $71.5 million for the three months ended September 30, 2020 and 2019, respectively. Proceeds from sales and redemptions in AFS securities totaled $398.8 million and $168.6 million for the nine months ended September 30, 2020 and 2019, respectively. Gross realized gains from sales and redemptions in AFS securities totaled $1.1 million and $0.3 million for the three months ended September 30, 2020 and 2019, respectively. Gross realized gains from sales and redemptions in AFS securities totaled $5.8 million and $0.9 million for the nine months ended September 30, 2020 and 2019, respectively. Gross realized losses from sales and redemptions of AFS investments totaled $0.0 million and $0.0 million for the three months ended September 30, 2020 and 2019, respectively. Gross realized losses from sales and redemptions of AFS investments totaled $0.6 million and $0.4 million for the nine months ended September 30, 2020 and 2019, respectively.

(h) Net investment income included in net income from continuing operations in the consolidated statements of operations from each major category of investments for the three and nine months ended September 30, 2020 and 2019, is as follows:


	Three Months Ended September 30				Nine Months Ended September 30
($ in thousands)	2020		2019		2020		2019
Fixed maturity securities	$	15,040	$	16,764	$	47,171	$	49,414
Net limited partnerships and limited liability companies gains		5,508		468		6,762		2,862
Other		685		309		1,231		868
Gross investment income		21,233		17,541		55,164		53,144
Less: investment income attributable to funds withheld liabilities		(98)		141		156		424
Less: expenses		1,024		426		2,095		1,190
Net investment income	$	20,307	$	16,974	$	52,913	$	51,530

(i) Included in investments at September 30, 2020 and December 31, 2019, are securities required to be held by the Company (or those that are on deposit) with various regulatory authorities as required by law with a fair value of $231.5 million and $210.8 million, respectively. Fair value and carrying value of assets in the amount of $330.0 million and $313.5 million, respectively, were on deposit in collateral agreements at September 30, 2020. Fair value and carrying value of assets in the amount of $367.1 million and $352.0 million, respectively, were on deposit in collateral agreements at December 31, 2019.

(j) The investment portfolio has exposure to market risks, which include the effect of adverse changes in interest rates, credit quality, limited partnership value and illiquid securities, including commercial loan values, on the portfolio.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

Interest rate risk includes the changes in the fair value of fixed maturities based upon changes in interest rates. Credit quality risk includes the risk of default by issuers of debt securities. Risks from investments in limited partnerships and limited liability companies and illiquid securities risks include the potential loss from the diminution in the value of the underlying investment of the limited partnerships and limited liability companies and the potential loss from changes in the fair value of commercial loans.

(k) Non-redeemable preferred stock securities with readily determinable fair values are recorded at fair value. Changes in fair value of such investments are recorded in the consolidated statements of operations within net investment income.

The change in fair value recognized in income on non-redeemable preferred stock securities for the three and nine months ended September 30, 2020 was a gain of $0.1 million and $0.2 million, respectively.

(l) Bond exchange-traded funds with readily determinable fair values are recorded at fair value. Changes in fair value of such investments are recorded in the consolidated statements of operations within net investment income.

The change in fair value recognized in income on bond exchange-traded funds for the three and nine months ended September 30, 2020 was $0.0 million.

6. Fair Value Measurements

The Company has established a framework for valuing financial assets and financial liabilities. The framework is based on a hierarchy of inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions. The standard describes three levels of inputs that may be used to measure fair value and categorize the assets and liabilities within the hierarchy:

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities. These prices generally provide the most reliable evidence and are used to measure fair value whenever available. Active markets are defined as having the following for the measured asset/liability: (i) many transactions, (ii) current prices, (iii) price quotes not varying substantially among market makers, (iv) narrow bid/ask spreads and (v) most information publicly available.

The Company’s Level 1 assets include bond exchange-traded funds.

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, nonbinding quotes in markets that are not active for identical or similar assets and other market observable inputs (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.).

The Company’s Level 2 assets include U.S. Treasury securities, government agency securities, municipal debt obligations, RMBS, CMBS, CLO, ABS, corporate debt securities, and non-redeemable preferred stock securities.

The Company generally obtains valuations from third-party pricing services and/or security dealers for identical or comparable assets or liabilities by obtaining nonbinding broker quotes (when pricing service information is not available) in order to determine an estimate of fair value. The Company bases all of its estimates of fair value for assets on the bid price as it represents what a third-party market participant would be willing to pay in an arm’s-length transaction.

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Notes to Interim Consolidated Financial Statements (Unaudited)

Level 3 – Fair value is based on at least one or more significant unobservable inputs that are supported by little or no market activity for the asset. These inputs reflect the Company’s understanding about the assumptions market participants would use in pricing the asset or liability.

The Company’s Level 3 assets include its investments in certain corporate debt securities, certain non-redeemable preferred stock securities and commercial levered loans as they are illiquid and trade in inactive markets. These markets are considered inactive as a result of the low level of trades of such investments. Commercial levered loans are also not considered within the Level 3 tabular disclosure, because they are in the “held for investment” category and are also not measured at fair value on a recurring basis.

The corporate debt securities and non-redeemable preferred stock securities classified under Level 3 in the fair value hierarchy are either provided to the Company by an independent valuation service provider or calculated by the Company. For certain securities, the Company uses observable inputs such as readily available indices as well as change in estimated fund returns provided by third party investment managers. Unobservable inputs, significant to the measurement and valuation of the corporate debt securities are assumptions about prepayment speed, default rates and recovery rates. Significant changes to any of these inputs, or combination of inputs, could significantly change the fair value measurement for these securities when using the income approach.

The primary pricing sources for the Company’s investments in commercial levered loans are reviewed for reasonableness, based on the Company’s understanding of the respective market. Prices may then be determined using valuation methodologies such as discounted cash flow models, as well as matrix pricing analyses performed on nonbinding quotes from brokers or other market makers.

The following are the major categories of assets measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):


	September 30, 2020
($ in thousands)	Level 1		Level 2		Level 3		Total
Fixed maturity securities:
U.S. Treasury securities	$	—	$	31,513	$	—	$	31,513
Government agency securities		—		29,520		—		29,520
Corporate debt securities		—		1,196,059		185,919		1,381,978
Municipal debt obligations		—		185,918		—		185,918
ABS		—		53,547		—		53,547
CLO		—		171,170		—		171,170
CMBS		—		119,725		—		119,725
RMBS - non agency		—		117,935		—		117,935
RMBS - agency		—		168,887		—		168,887
Total fixed maturity securities		—		2,074,274		185,919		2,260,193
Non-redeemable preferred stock securities		—		10,513		1,400		11,913
Bond exchange-traded funds		12,838		—		—		12,838
Total categorized	$	12,838	$	2,084,787	$	187,319	$	2,284,944

Investments measured at net asset value:
Limited partnerships and limited liability companies								84,608
Total of invested assets carried at fair value							$	2,369,552

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Notes to Interim Consolidated Financial Statements (Unaudited)


	December 31, 2019
($ in thousands)	Level 1		Level 2		Level 3		Total
Fixed maturity securities:
U.S. Treasury securities	$	—	$	49,985	$	—	$	49,985
Government agency securities		—		6,531		—		6,531
Corporate debt securities		—		1,189,181		149,631		1,338,812
Municipal debt obligations		—		79,815		—		79,815
ABS		—		73,582		—		73,582
CLO		—		179,549		—		179,549
CMBS		—		97,526		—		97,526
RMBS - non agency		—		71,610		—		71,610
RMBS - agency		—		143,272		—		143,272
Total categorized	$	—	$	1,891,051	$	149,631	$	2,040,682

Investments measured at net asset value:
Limited partnerships and limited liability companies								66,660
Total of invested assets carried at fair value							$	2,107,342

The following tables disclose the carrying value and fair value of financial instruments that are not recognized or are not carried at fair value in the consolidated balance sheets as of September 30, 2020 and December 31, 2019:


	September 30, 2020
	Carrying		Fair Value
($ in thousands)	Value		Total		Level 1		Level 2		Level 3
Assets
Commercial levered loans	$	13,433	$	12,991	$	—	$	—	$	12,991

Liabilities
Notes payable	$	200,000	$	200,888	$	—	$	200,888	$	—
Unamortized debt issuance costs		(53)
Notes payable, net of debt issuance costs	$	199,947

Secured loan payable	$	24,243	$	24,502	$	—	$	24,502	$	—
Unamortized debt issuance costs		—
Secured loan payable, net of issuance costs	$	24,243


	December 31, 2019
	Carrying		Fair Value
($ in thousands)	Value		Total		Level 1		Level 2		Level 3
Assets
Commercial levered loans	$	14,069	$	13,950	$	—	$	—	$	13,950

Liabilities
Notes payable	$	165,000	$	167,507	$	—	$	167,507	$	—
Unamortized debt issuance costs		(307)
Notes payable, net of debt issuance costs	$	164,693

The fair value of the notes payable at September 30, 2020, approximated a price equal to $200.9 million or 100.4% of the par value. The fair value of the secured loan payable at September 30, 2020, approximated a price equal to $24.5 million or 101.1% of the par value. The fair value of the notes payable at December 31, 2019, approximated a price equal to $167.5 million or 101.5% of the par value.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The following tables provides a summary of the changes in the fair value of securities measured using Level 3 inputs during the nine months ended September 30, 2020 and 2019:


			Non-Redeemable
	Corporate Debt		Preferred Stock		Level 3
($ in thousands)	Securities		Securities		Total
Fair value, December 31, 2019	$	149,631	$	—	$	149,631
Total net losses for the period included in:
Other comprehensive loss		(355)		—		(355)
Net realized loss		(4)		—		(4)
Purchases		39,364		1,400		40,764
Sales		—		—		—
Issuances		—		—		—
Settlements		(2,717)		—		(2,717)
Transfers into Level 3		—		—		—
Transfers out of Level 3		—		—		—
Fair value, September 30, 2020	$	185,919	$	1,400	$	187,319


	Level 3
	Corporate Debt
($ in thousands)	Securities
Fair value, December 31, 2018	$	126,497
Total net gains (losses) for the period included in:
Other comprehensive income		1,514
Net realized loss		(4)
Purchases		4,372
Sales		—
Issuances		—
Settlements		(2,793)
Transfers into Level 3		—
Transfers out of Level 3		—
Fair value, September 30, 2019	$	129,586

7. Accumulated Other Comprehensive Income

The following table summarizes the components of accumulated other comprehensive income (“AOCI”) for the three and nine months ended September 30, 2020 and 2019:


($ in thousands)	Gross		Tax		Net
June 30, 2020	$	65,730	$	12,974	$	52,756
Unrealized holding gains on fixed maturity securities		25,016		5,190		19,826
Amounts reclassified into net income		1,531		228		1,303
Amounts reclassified as credit losses		316		66		250
Other comprehensive income		23,169		4,896		18,273
September 30, 2020	$	88,899	$	17,870	$	71,029


($ in thousands)	Gross		Tax		Net
June 30, 2019	$	34,898	$	6,054	$	28,844
Unrealized holding gains on fixed maturity securities		11,943		2,651		9,292
Amounts reclassified into net income		4,362		156		4,206
Other comprehensive income		7,581		2,495		5,086
September 30, 2019	$	42,479	$	8,549	$	33,930

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)


($ in thousands)	Gross		Tax		Net
December 31, 2019	$	46,123	$	8,670	$	37,453
Unrealized holding gains on fixed maturity securities		47,257		9,939		37,318
Amounts reclassified into net income		6,151		1,090		5,061
Amounts reclassified as credit losses		(1,670)		(351)		(1,319)
Other comprehensive income		42,776		9,200		33,576
September 30, 2020	$	88,899	$	17,870	$	71,029


($ in thousands)	Gross		Tax		Net
December 31, 2018	$	(29,760)	$	(7,445)	$	(22,315)
Unrealized holding gains on fixed maturity securities		76,576		16,098		60,478
Amounts reclassified into net income		4,337		104		4,233
Other comprehensive income		72,239		15,994		56,245
September 30, 2019	$	42,479	$	8,549	$	33,930

The following table presents reclassifications out of AOCI attributable to the Company during the three and nine months ended September 30, 2020 and 2019:


	Line in Consolidated	Three Months Ended September 30				Nine Months Ended September 30
($ in thousands)	Statements of Operations	2020		2019		2020		2019
AOCI
Unrealized gains on securities	Realized investment gains, net	$	1,531	$	4,362	$	6,151	$	4,337
	Income tax expense		228		156		1,090		104
Reclassification adjustment for credit losses included in net income	Realized investment gains, net		316		—		(1,670)		—
	Income tax expense		66		—		(351)		—
Total reclassifications		$	1,553	$	4,206	$	3,742	$	4,233

8. Related-Party Information

Loans to Executives and Equity Distribution

The Company made loans of $4.2 million to certain executive officers, including the CEO. Most of the loans were made in connection with the settlement of RSUs and related tax withholdings. On March 15, 2019, all such loans were deemed repaid. On the same date, a special equity distribution of $4.2 million was made by the Company to the same executive officers, which was accounted for as a non-cash transaction on the Company’s consolidated balance sheets.

Transition and Separation Agreement

On May 3, 2019, the Company entered into a Transition and Separation Agreement (the “Separation Agreement”) with its former Chief Executive Officer (the “former CEO”). Under the Separation Agreement, the former CEO and the Company agreed to a general release of claims and his compliance with the restrictive covenants. The Company recorded no expense and an expense of $0.4 million for the three months ended September 30, 2020 and 2019, respectively, within other expense in the consolidated statements of operations relating to the severance payments and benefits payable to the former CEO. The Company recorded an expense of $0.3 million and $7.6 million for the nine months ended September 30, 2020 and 2019, respectively, within other expense in the consolidated statements of operations relating to the severance payments and benefits payable to the former CEO. Per the terms of the Separation Agreement, the former CEO’s profit interests (“P Shares”) were forfeited and outstanding RSUs are treated in accordance with the terms of the applicable

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

award agreements. Additionally, the Company cancelled 137,987 shares of common stock in July 2019, with no consideration as per the terms of the Separation Agreement.

On January 23, 2020, the Company and the former CEO entered into an amendment to the Separation Agreement, which, among other things, provides that effective as of February 1, 2020, the former CEO resigned from his position as Executive Chairman of the Company.

Additionally, the Company entered into a niche management agreement with an independent agency founded by the former CEO. The Company recorded an expense of $0.2 million for the three and nine months ended September 30, 2020.

9. Insurance Operations

Total reinsurance ceded and assumed relating to written premiums, earned premiums and losses and loss adjustment expenses incurred, are as follows:


	Three Months Ended September 30				Nine Months Ended September 30
($ in thousands)	2020		2019		2020		2019
Written premiums
Direct written premiums	$	202,972	$	226,209	$	601,645	$	715,500
Assumed from other companies		567		987		2,072		2,566
Ceded to other companies		44,135		17,722		97,507		88,122
Net written premiums	$	159,404	$	209,474	$	506,210	$	629,944

Earned premiums
Direct earned premiums	$	205,877	$	229,816	$	640,485	$	683,906
Assumed from other companies		743		920		2,182		2,794
Ceded to other companies		34,244		28,281		83,000		86,157
Net earned premiums	$	172,376	$	202,455	$	559,667	$	600,543
Percent of amount assumed to net		0.4%		0.5%		0.4%		0.5%

Losses and loss adjustment expenses incurred
Direct net losses and loss adjustment expenses incurred	$	153,352	$	129,991	$	418,409	$	403,899
Assumed from other companies		3,086		1,230		3,713		6,162
Ceded to other companies		33,189		4,025		58,843		37,417
Net losses and loss adjustment expenses incurred	$	123,249	$	127,196	$	363,279	$	372,644

In 2017, the Company ceded significant amounts of premium under the whole account quota share reinsurance agreements (“WAQS”). In 2018, the WAQS were terminated. To the extent of unearned premium at the time of termination, ceded written premiums, net of the ceding commission, was returned. In January 2020, the WAQS were commuted at no gain or loss to the Company.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

Allowances for Credit Losses

The following table is rollforward of the receivable allowance balances related to the risk of credit default as of September 30, 2020:


($ in thousands)
Nine Months Ended September 30, 2020	December 31, 2019		Current Provision		Write-offs		Recoveries		September 30, 2020
Premium receivable	$	5,056	$	3,002	$	(412)		—	$	7,646
Reinsurance receivable on paid and unpaid losses		505		201		—		—		706
Total receivable allowance	$	5,561	$	3,203	$	(412)		—	$	8,352

The allowance for credit loss for premium receivable is an assessment of ultimate non-collectability based on historical experience applicable to the respective current collection action status, age of the amount outstanding and expected collection costs.

The majority of the allowance relates to audit premium on workers’ compensation coverages assessed during or after the period of coverage whereby there is limited ability to cancel or limit coverage. In the final collection action at the insured level, collection agencies are typically engaged. The amount with collection agencies as of September 30, 2020 was $6.3 million.

The reinsurance receivable allowance for credit loss is based on sources of credit ratings of reinsurers and applies probabilities of default and loss given default to the total uncollateralized exposure including incurred but not reported (“IBNR”) by rating class. The amount of uncollateralized exposure on unrated or counterparties rated below investment grade at September 30, 2020 is $5.5 million. At September 30, 2020, 95.6% of uncollateralized exposures are rated above investment grade.

Distribution Partners

The three distribution partners contributing the largest amounts of direct written premium (excluding the former distribution partner) totaled $60.9 million and $75.4 million for the three months ended September 30, 2020 and 2019, respectively. The three distribution partners contributing the largest amounts of direct written premium (excluding the former distribution partner) totaled $207.8 million and $208.4 million for the nine months ended September 30, 2020 and 2019, respectively.

The Company negotiates with distribution partners to write direct premium on behalf of the Company’s affiliates. In January 2019, a distribution partner of the Company was acquired by a third-party insurance carrier. The Company does not anticipate any future premiums from this distribution partner other than audit premiums after the first quarter of 2019.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

Unpaid Losses

Unpaid losses are based on individual case estimates for losses reported and include a provision for IBNR losses and loss adjustment expenses. The following table provides a roll forward of the Company’s reserve for unpaid losses and loss adjustment expenses:


	September 30
($ in thousands)	2020		2019
Gross reserve for unpaid losses and loss expenses, at beginning of year	$	1,521,648	$	1,396,812
Ceded reserve for unpaid losses and loss expenses, at beginning of year		193,952		185,295
Net reserve for unpaid losses and loss expenses, at beginning of year		1,327,696		1,211,517
Add:
Incurred losses and loss expenses occurring in the:
Current year		347,955		356,926
Prior years		560		2,367
Prior years attributable to adjusted premium		14,764		13,351
Total net losses and loss adjustment expenses incurred		363,279		372,644
Less:
Paid losses and loss expenses for claims occurring in the:
Current year		32,014		39,742
Prior years		228,655		243,172
Total paid losses and loss expenses for claims		260,669		282,914
Net reserve for unpaid losses and loss expenses, at end of period		1,430,306		1,301,247
Ceded reserve for unpaid losses and loss expenses, at end of period		158,856		213,977
Gross reserve for unpaid losses and loss expenses, at end of period	$	1,589,162	$	1,515,224

During the nine months ended September 30, 2020, the Company’s reserve for unpaid losses and loss adjustment expenses for accident years 2019 and prior developed unfavorably by $0.6 million driven by $23.2 million unfavorable development in General Liability and $10.2 million unfavorable development in Commercial Multiple Peril offset by $24.8 million favorable development in Workers’ Compensation, $1.0 million favorable development in Commercial Auto and $7.0 million favorable development in All Other lines. In addition, the Company incurred $14.8 million of losses and loss adjustment expenses related to premium adjustments earned during the nine months ended September 30, 2020 attributable to prior accident years 2019 and 2018.

The unfavorable development in General Liability and Commercial Multiple Peril related to 2013 through 2017 accident years due largely to increased severities in runoff components. The favorable development in Workers’ Compensation derived from lower than expected claims severity across all customer segments primarily in accident years 2015 through 2018. The favorable development in Commercial Auto was derived by physical damage and liability property damage in accident year 2019.

During the nine months ended September 30, 2019, the Company’s estimated losses and loss expenses for accident years 2018 and prior developed unfavorably by $2.4 million driven by $23.2 million unfavorable development in General Liability lines partially offset by $18.7 million favorable development in Workers’ Compensation lines and $2.7 million of favorable development in Surety lines. In addition, the Company incurred $13.4 million of losses and loss adjustment expenses on earned premium attributable to prior accident years during the nine months ended September 30, 2019.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

10. Income Taxes

The Company is subject to the tax laws and regulations of the United States and various state jurisdictions. The Company files a consolidated federal tax return.

The Company has one non-U.S. subsidiary, ProSight Specialty Bermuda Limited (“PSBL”), which has received an undertaking from the Minister of Finance in Bermuda that would exempt such company from Bermudian taxation until March 2035. In 2019, PSBL became a direct subsidiary of the Company and is subject to U.S. tax on its income.

The Company uses the estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company’s best estimate of the effective tax rate expected for the full year. The estimated annual effective tax rate typically differs from the U.S. statutory tax rate primarily as a result of non-deductible expenses and discrete items recognized during the period. The Company’s effective tax rates were 21.6% and 19.4% for the three months ended September 30, 2020 and 2019, respectively. The increase in the effective tax rate for the three months ended September 30, 2020 compared to the same period in 2019 was primarily due to the tax effect of share-based compensation. The Company’s effective tax rates were 21.8% and 21.2% for the nine months ended September 30, 2020 and 2019, respectively. The increase in the effective tax rate for the nine months ended September 30, 2020 compared to the same period in 2019 was primarily due to the tax effect of share-based compensation.

On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes certain income tax provisions for individuals and corporations; however, these benefits do not impact the Company’s current tax provision.

11. Segment Information

The Company has one reportable segment, Specialty Insurance, which primarily offers property and casualty insurance products through its customers segments that include Construction, Consumer Services, Marine and Energy, Media and Entertainment, Professional Services, Real Estate, Sports, and Transportation. The primary criteria to determine the Company’s reportable segment is based on the fact that the Company’s senior management reviews, assesses and allocates resources both on a financial and personnel basis on an entity-wide level.

The following table provides a summary of the Company’s gross written premiums by customer segments within our Specialty Insurance segment. “Other” includes gross written premiums from; (i) primary and excess workers’ compensation coverage for exited Self-Insured Groups, (ii) niches exited prior to 2018, many with a concentration in commercial auto, (iii) certain fronting arrangements in which all premium written is ceded to a third party (iv) participation in industry pools, and (v) emerging new business.


	Three Months Ended September 30								Nine Months Ended September 30
($ in thousands)	2020				2019				2020				2019
Customer Segment
Construction	$	27,405	13.5	%	$	27,296	12.0	%	$	79,623	13.2	%	$	83,039	11.6	%
Consumer Services		23,712	11.7			35,502	15.6			95,010	15.7			100,880	14.0
Marine and Energy		27,677	13.6			26,064	11.5			87,288	14.5			71,509	10.0
Media and Entertainment		17,334	8.5			28,702	12.6			65,255	10.8			90,796	12.6
Professional Services		34,740	17.1			27,015	11.9			96,329	16.0			85,681	11.9
Real Estate		34,866	17.1			41,566	18.3			115,354	19.1			116,915	16.3
Sports		5,383	2.6			8,086	3.6			19,636	3.2			22,834	3.2
Transportation		30,802	15.1			29,621	13.0			39,929	6.6			79,363	11.1
Customer segment subtotal		201,919	99.2			223,852	98.5			598,424	99.1			651,017	90.7
Other		1,620	0.8			3,344	1.5			5,293	0.9			67,049	9.3
Specialty Insurance total	$	203,539	100.0	%	$	227,196	100.0	%	$	603,717	100.0	%	$	718,066	100.0	%

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The following table provides a summary of the Company’s gross written premiums by line of business within our Specialty Insurance segment:


	Three Months Ended September 30								Nine Months Ended September 30
($ in thousands)	2020				2019				2020				2019
Line of Business
Commercial Auto	$	56,355	27.7	%	$	52,693	23.2	%	$	117,335	19.4	%	$	148,773	20.7	%
General Liability		80,594	39.6			84,932	37.4			241,003	39.9			239,383	33.4
Workers’ Compensation		9,710	4.8			27,242	12.0			58,951	9.8			152,225	21.1
Commercial Multiple Peril		14,533	7.1			16,276	7.1			41,826	6.9			52,950	7.4
All Other Lines		42,347	20.8			46,053	20.3			144,602	24.0			124,735	17.4
Specialty Insurance total	$	203,539	100.0	%	$	227,196	100.0	%	$	603,717	100.0	%	$	718,066	100.0	%

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

12. Earnings per Share

The following table provides a reconciliation of the numerators and denominators of basic and diluted earnings per share (“EPS”):


	Continuing Operations						Discontinued Operations
(in thousands, except per share amounts)	Income		Shares	Per Share		Income		Shares	Per Share
Three Months Ended September 30, 2020	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income available to common stockholders	$	1,498	43,916	$	0.03	$	20	43,916	$	—
Effect of dilutive securities:
Stock compensation plans			102					102
Diluted EPS	$	1,498	44,018	$	0.03	$	20	44,018	$	—


	Continuing Operations						Discontinued Operations
(in thousands, except per share amounts)	Income		Shares	Per Share		Loss		Shares	Per Share
Three Months Ended September 30, 2019	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income (loss) available to common stockholders	$	8,361	42,642	$	0.20	$	(49)	42,642	$	(0.01)
Effect of dilutive securities:
Stock compensation plans			418					418
Diluted EPS	$	8,361	43,060	$	0.19	$	(49)	43,060	$	—


	Continuing Operations						Discontinued Operations
(in thousands, except per share amounts)	Income		Shares	Per Share		Income		Shares	Per Share
Nine Months Ended September 30, 2020	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income available to common stockholders	$	25,592	43,879	$	0.58	$	556	43,879	$	0.02
Effect of dilutive securities:
Stock compensation plans			151					151
Diluted EPS	$	25,592	44,030	$	0.58	$	556	44,030	$	0.01


	Continuing Operations						Discontinued Operations
(in thousands, except per share amounts)	Income		Shares	Per Share		Loss		Shares	Per Share
Nine Months Ended September 30, 2019	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income (loss) available to common stockholders	$	30,752	40,120	$	0.77	$	(382)	40,120	$	(0.01)
Effect of dilutive securities:
Stock compensation plans			541					541
Diluted EPS	$	30,752	40,661	$	0.76	$	(382)	40,661	$	(0.01)

13. Share-Based Compensation

On July 24, 2019, the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) became effective immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted shares, RSUs, dividend equivalent rights, performance-based shares or other equity-based or equity-related awards.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The 2019 Plan is administered by the compensation committee of the Company’s Board of Directors. Subject to the provisions of the 2019 Plan, the compensation committee determines in its discretion, the persons to whom and the times at which awards are granted, the size of awards (subject to certain limitations set forth in the compensation committee charter) and the terms and conditions of awards.

A total of 4,500,000 shares of common stock are initially authorized and reserved for issuance under the 2019 Plan, including shares underlying RSUs granted under the Company’s Amended and Restated 2010 Equity Incentive Plan.

The following table summarizes the stock-based compensation transactions for the 2019 Plan for the nine months ended September 30, 2020:


	Number of	Weighted Average Grant Date
	Shares	Fair Value Per Share

Unvested at December 31, 2019	1,289,396	$	14.00
Granted	587,612	$	12.32
Vested	(134,001)	$	9.96
Forfeited	(27,253)	$	13.57
Unvested at September 30, 2020	1,715,754	$	13.48

As of September 30, 2020, The Company had approximately $14.0 million of total unrecognized stock-based compensation expense expected to be recognized over a weighted-average period of 1.9 years.

14. Debt

Recent Financing Transactions

Termination of the Prior Credit Agreement

The Company, as borrower, was a party to a revolving loan agreement (the “Prior Credit Agreement”) dated January 29, 2018 and amended on March 15, 2019, for $50.0 million which was scheduled to mature on the earlier of (i) March 15, 2022, or (ii) 91 days before maturity of the Company’s 7.5% Senior Unsecured Notes due November 2020 and the Company’s 6.5% Senior Unsecured Notes due November 2020 (collectively, the “Notes”) or, if the Notes are amended or replaced, 91 days before the maturity of such amendment or replacement. The Company exercised its termination rights under the Prior Credit Agreement on June 12, 2020. There were no borrowings under the Prior Credit Agreement on the date of termination.

Credit Agreement

On June 12, 2020 (the “Effective Date”), the Company entered into a credit agreement (the “Credit Agreement”) with third-party lenders and an administrative agent. The Credit Agreement, which matures on June 11, 2023 (the “Maturity Date”), provides for (i) a delayed draw term loan facility in the aggregate principal amount of up to $165.0 million (the “Term Loan Facility”), and (ii) an uncommitted revolving credit facility of up to $35.0 million (the “Revolving Credit Facility”), for which commitments had not been obtained as of the closing date.

Interest on borrowings under the Term Loan Facility and the Revolving Credit Facility are calculated at each drawdown date based on variable rates described in the Credit Agreement.

Issuance costs of $4.8 million related to the Credit Agreement were incurred and are amortized over the life of the loan.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

Incremental Facility Agreement

On June 30, 2020, the Company entered into an Incremental Facility Agreement and Amendment (the “Agreement”), in the aggregate amount of $65.0 million, subject to the terms of the Credit Agreement. The Agreement had lenders commit to the previously uncommitted Revolving Credit Facility, and increased the available amount from the $35.0 million noted above to an aggregate of $65.0 million.

On July 14, 2020, the Company drew down $5.0 million on the Revolving Credit Facility and on August 3, 2020, the Company drew down an additional $30.0 million, primarily to make capital contributions to its insurance subsidiaries.

Secured Loan Payable

In June 2020, the Company entered into a $24.9 million lease transaction that for accounting purposes is treated as a loan secured by a portion of the Company’s fixed assets and capitalized software, payable at 4.83% interest with a maturity date of July 1, 2025 and providing for monthly interest and principal payments.

15. Commitments and Contingencies

Leases

The Company determines if an arrangement is a lease on the commencement date of the contract. The right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The right-of-use assets and lease liabilities are measured by the present value of the future minimum lease payments over the lease term. The Company uses the rate implicit in the lease whenever that rate is readily determinable. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate. The right-of-use asset is then adjusted to exclude lease incentives. Certain leases may contain rental escalation, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. Variable lease payment amounts that cannot be determined at the commencement of the lease are not included in the right-to-use assets or lease liabilities. Leases covering a period of fewer than 12 months are not recorded on the Company’s consolidated balance sheets. Rent expense is calculated using the straight-line method.

The Company leases certain facilities and equipment under non-cancelable lease agreements that expire at various dates through 2025, which are generally renewed or replaced by similar leases. The lease agreements do not contain any material restrictive covenants, do not contain any conditions of residual value guarantees and are substantially all considered to be operating leases. The Company’s leases relate to office facilities in New Jersey, California, Florida, Georgia and the U.K. The weighted average lease term was 2.7 years and the weighted average discount rate was 2.0%.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

Rent expense for the three and nine months ended September 30, 2020 was $0.7 million and $2.3 million. The following table presents the Company’s lease liabilities and right-of-use assets related to operating leases as of September 30, 2020:


($ in thousands)	September 30, 2020
One year or less	$	3,003
More than one year to two years		902
More than two years to three years		—
More than three years to four years		—
More than four years to five years		—
More than five years		—
Total undiscounted future minimum lease payments		3,905
Less: difference between lease payments and discounted lease liabilities		56
Lease liabilities	$	3,849

Right-of-use assets	$	3,454
Prepaid lease assets, net of lease allowances and incentives		395
Total	$	3,849

The right-of-use assets are reported as a component of other assets and the lease liabilities are reported as a component of other liabilities on the Company’s consolidated balance sheets.

16. Legal Proceedings

In the normal course of business, the Company’s insurance subsidiaries are subject to disputes, including litigation and arbitration, arising out of the ordinary course of business. The Company’s estimates of the costs of settling such matters are reflected in its reserves for losses and loss expenses, and the Company does not believe that the ultimate outcome of such matters will have a material adverse effect on its financial condition or results of operations.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited interim consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”), and in conjunction with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 24, 2020, as amended by Amendment No. 1 to Form 10-K filed with the SEC on March 10, 2020 (the “2019 Annual Report”).

Certain restatements have been made to historical information to give effect to the merger and related transactions. See Note 1. – Basis of Reporting in the notes to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

References to the "Company," "ProSight," "we," "us," and "our" are to ProSight Global, Inc. and its consolidated subsidiaries unless the context otherwise requires. References to “insurance subsidiaries” are to New York Marine and General Insurance Company (“New York Marine”), Gotham Insurance Company (“Gotham”) and Southwest Marine and General Insurance Company (“Southwest Marine”) unless the context otherwise requires.

Special Note Regarding Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes certain forward-looking statements that are subject to risks, uncertainties and other factors described in “Risk Factors” in this Quarterly Report. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “should,” “seek,” and other words and terms of similar meaning. Forward-looking statements in this Quarterly Report include, but are not limited to, statements about:

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our strategies to continue our growth trajectory, expand our distribution network and maintain underwriting profitability;

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the impact of coronavirus disease 2019 (“COVID-19”) and related economic conditions and governmental actions, including the Company's assessment of the vulnerability of certain categories of investments to the economic disruptions associated with COVID-19;

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future growth in existing niches or by entering into new niches;

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our loss expectations and expectation to decrease our loss ratio; and

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our expectations with respect to the ultimate financial obligations to the buyers of our United Kingdom (“U.K.”) operations.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include:

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the performance of and our relationship with third-party agents and vendors we rely upon to distribute certain business on our behalf;

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the adequacy of our loss reserves, including as a result of changes in the legal, regulatory, and economic environments in which the Company operates or the impacts of COVID-19;

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the direct and indirect impacts of COVID-19 and related risks such as governmental responses and economic contraction, including on the Company’s investments and business operations, its distribution or other key partners and its customers;

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the effects of uncertain emerging claim and coverage issues on the Company’s business, and court decisions or legislative or regulatory changes that take place after the Company issues its policies, including those taken in response to COVID-19 (such as effectively expanding workers’ compensation coverage by instituting presumptions of compensability of claims for certain types of workers or requiring insurers to cover business interruption claims irrespective of terms, exclusions or other conditions included in the policies that would otherwise preclude coverage);

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the effectiveness of our risk management policies and procedures;

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potential technology breaches or failure of our or our business partners’ systems;

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adverse changes in the economy which could lower the demand for our insurance products;

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our ability to effectively start up or integrate new product opportunities;

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cyclical changes in the insurance industry;

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the effects of natural and man-made catastrophic events;

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our ability to adequately assess risks and estimate losses;

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the availability and affordability of reinsurance;

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changes in interest rates, government monetary policies, general economic conditions, liquidity and overall market conditions;

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changes in the business, financial condition or results of operations of the entities in which we invest;

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increased costs as a result of operating as a public company, and time our management will be required to devote to new compliance initiatives;

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our ability to protect intellectual property rights;

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the impact of government regulation, including the impact of restrictions on our business activities under the Bank Holding Company (“BHC”) Act;

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our status as an emerging growth company;

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the absence of a previous public market for shares of our common stock; and

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potential conflicts of interests with our principal stockholders.

We discuss many of these risks in greater detail under the section titled Item 1A. “Risk Factors” in the Company’s 2019 Annual Report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We qualify all of the forward-looking statements in this Quarterly Report by these cautionary statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Overview

We are an entrepreneurial specialty insurance company that since our founding in 2009 has built products, services and solutions with the goal of significantly improving the experience and value proposition for our customers. We write property and casualty insurance with a focus on underwriting specialty risks by partnering with a select number of distributors, often on an exclusive basis. We currently write insurance coverage in eight customer segments across a broad range of specialty lines of business. Our customer segments currently include: Media and Entertainment, Real Estate, Professional Services, Transportation, Construction, Consumer Services, Marine and Energy, and Sports. Within each customer segment, we have multiple niches which represent similar groups of customers. We believe having deep expertise in these niches across our organization is critical and therefore, we have aligned various functional areas at the niche level, including underwriting, operations and claims. We focus on small and medium-sized customers, a market segment which we believe has been, and will continue to be, less affected by intense competitive dynamics of the broader property and casualty insurance industry. Over time, the composition of business within our customer segments evolves as we identify certain niches that present opportunities to develop distinct customer solutions with attractive profit potential and others that were at one time attractive but may become less so. We are focused on delivering consistent underwriting profitability with low volatility of underwriting results. We market and distribute our insurance product offerings in all 50 states on both an admitted and non-admitted basis.

Components of Our Results of Operations

Gross Written and Earned Premiums

Gross written premiums (“GWP”) are the amounts received or to be received for insurance policies written by us during a specific period of time without reduction for policy acquisition costs, reinsurance costs or other deductions. The volume of our GWP in any given period is generally influenced by:

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Expansion or retraction of business within existing niches;

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Entrance into new customer segments or niches;

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Exit from customer segments or niches;

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Average size and premium rate of newly issued and renewed policies; and

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The amount of policy endorsements, audit premiums, and cancellations.

We earn insurance premiums on a pro rata basis over the term of the policy. Our insurance policies generally have a term of one year. Net earned premiums represent the earned portion of our GWP, less that portion of our GWP that is earned and ceded to third-party reinsurers under our reinsurance agreements.

Ceded Written and Earned Premiums

Ceded written premiums are the amount of GWP ceded to reinsurers. We actively use ceded reinsurance across our book of business to reduce our overall risk position and to protect our capital. Ceded written premiums are earned over the reinsurance contract period in proportion to the period of risk covered and the underlying policies. The volume of our ceded written premiums is impacted by the level of our GWP and any decision we make to increase or decrease retention levels.

Net Investment Income

We earn investment income on our portfolio of cash and invested assets. Our cash and invested assets are primarily comprised of fixed maturity securities, and may also include cash and cash equivalents, short-term investments, non-redeemable preferred stock securities, bond exchange-traded funds, commercial levered loans, and limited partnerships and limited liability companies. Neither our limited partnerships nor our limited liability companies are accounted for on a lag and thus reflect the current period fair value adjustments. The principal factors that influence net investment income are the size of our investment portfolio and the yield on that portfolio. As measured by amortized cost

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(which excludes changes in fair value, such as changes in interest rates and credit spreads), the size of our investment portfolio is mainly a function of our invested equity capital along with premiums we receive from our insureds less payments on policyholder claims and operating expenses.

Realized Investment Gains and Losses

Realized investment gains and losses are a function of the difference between the amount received by us on the sale of a security and the security’s amortized cost, as well as any change in current expected credit loss allowance for available-for-sale fixed maturity securities recognized in earnings.

Losses and Loss Adjustment Expenses

Losses and loss adjustment expenses (“LAE”) are a function of the amount and type of insurance contracts we write, the loss experience associated with the underlying coverage, and the expenses incurred in the handling of the losses. In general, our losses and LAE are affected by:

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Frequency of claims associated with the particular types of insurance contracts that we write;

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Trends in the average size of losses incurred on a particular type of business;

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Mix of business written by us;

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Changes in the legal or regulatory environment related to the business we write;

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Trends in legal defense costs;

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Wage inflation; and

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Inflation in medical costs.

Losses and LAE are based on an actuarial analysis of the paid and estimated outstanding losses, including losses incurred during the period and changes in estimates from prior periods. Losses and LAE may be paid out over a number of years.

Within Losses and LAE, we report catastrophe losses separately. Catastrophe losses are unusual in nature and do not reflect upon the normal loss results of our underlying business. We define catastrophe losses as any one claim, or group of claims, with an accumulation of paid and estimated outstanding losses equal to or greater than $1.0 million related to a single, natural or man-made loss event as designated by Property Claims Services (“PCS”).

Underwriting, Acquisition and Insurance Expenses

Underwriting, acquisition and insurance expenses include policy acquisition costs and other underwriting expenses. Policy acquisition costs are principally comprised of the commissions we pay our distribution partners and ceding commissions we receive on business ceded under certain reinsurance contracts. Policy acquisition costs that are directly related to the successful acquisition of those policies are deferred. The amortization of such policy acquisition costs is charged to expense in proportion to premium earned over the policy life. Other underwriting expenses represent the general and administrative expenses of our insurance business including employment costs, telecommunication and technology costs, the costs of our leases, and legal and auditing fees.

Income Tax Expense

Substantially all of our income tax expense relates to U.S. federal income taxes. Our insurance companies are generally not subject to income taxes in the states in which they operate; however, our non-insurance subsidiaries are subject to state income taxes. The amount of income tax expense or benefit recorded in future periods will depend on the

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jurisdictions in which we operate and the tax laws and regulations in effect. Our income tax expense for periods beginning in 2018 is based on the U.S. federal corporate income tax rate of 21%.

Key Metrics

We discuss certain key metrics, described below, which provide useful information about our business and the operational factors underlying our financial performance.

Net income is the amount of profit or loss remaining after deducting all incurred expenses, including income taxes, from the total earned revenues for an accounting period.

Underwriting (loss) income is calculated by subtracting losses and LAE and underwriting, acquisition and insurance expenses from net earned premiums.

Adjusted operating income is net income excluding net realized investment gains and losses, expenses relating to various transactions that we consider to be unique and non-recurring in nature (net of estimated tax impact).

Loss and LAE ratio, expressed as a percentage, is the ratio of losses and LAE, allocated and unallocated, to net earned premiums, net of the effects of reinsurance.

Loss and LAE ratio, excluding catastrophe, is the ratio of losses and LAE, allocated and unallocated, excluding those losses categorized as catastrophe losses, to net earned premiums, net of the effects of reinsurance, excluding the impact of reinsurance premiums related to catastrophe losses.

Expense ratio, expressed as a percentage, is the ratio of underwriting, acquisition and insurance expenses to net earned premiums.

Combined ratio is the sum of the loss and LAE ratio and the expense ratio. A combined ratio under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.

Combined ratio, excluding catastrophe losses and related items, is the sum of the loss and LAE ratio, excluding catastrophe losses and related items and the expense ratio.

Adjusted loss and LAE ratio is the loss and LAE ratio excluding the effects of the whole account quota share reinsurance agreement (“WAQS”) (as defined below).

Adjusted Loss and LAE ratio, excluding catastrophe, is the ratio of losses and LAE, allocated and unallocated, excluding the effects of the WAQS, and excluding those losses categorized as catastrophe losses, to net earned premiums, net of the effects of reinsurance, excluding the impact of reinsurance premiums related to catastrophe losses.

Adjusted expense ratio is the expense ratio excluding the effects of the WAQS.

Adjusted combined ratio is the combined ratio excluding the effects of the WAQS.

Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

Adjusted operating return on equity is adjusted operating income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

Net retention ratio is the ratio of net written premiums to GWP.

Underwriting (loss) income, adjusted operating income, adjusted loss and LAE ratio, adjusted expense ratio, adjusted combined ratio and adjusted operating return on equity are non-generally accepted accounting principles (“GAAP”) financial measures. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income

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in accordance with GAAP to underwriting (loss) income and adjusted operating income. See “Factors Affecting Our Results of Operations—The WAQS” for additional detail on the impact of the WAQS on our results of operations.

Factors Affecting Our Results of Operations

The WAQS

In connection with the divestment of our U.K. business, New York Marine as reinsured entered into the WAQS with third party reinsurers to maintain reasonable underwriting leverage within New York Marine and its subsidiary insurance companies during a transition period following the U.K. divestment. The effective date of the WAQS was April 1, 2017. The reinsurers’ ceding participation is an aggregate 26.0%. A provisional ceding commission of 30.0% to 30.5% is received as a reduction in the amount of ceded premium. During 2018 and following the transition of the U.S. business back to New York Marine, the WAQS were terminated. Previously ceded written and unearned premium, net of the ceding commission, was reversed. Loss reserves on premium earned prior to the cut-off termination remain ceded loss reserves. Loss reserve development on the reserves ceded under the WAQS is included in continuing operations. Effective January 1, 2020, the WAQS was commuted at an amount equal to ceded reserves.

The effect of the WAQS on our results of operations is primarily reflected in our ceded written premiums, losses and LAE, as well as our underwriting, acquisition and insurance expenses. For the three and nine months ended September 30, 2020 there was no impact of WAQS on underwriting results or ratios.

The following tables summarize the effect of the WAQS on our underwriting (loss) income for the three months ended September 30, 2020 and 2019:


	Three Months Ended September 30, 2020								Three Months Ended September 30, 2019
	Including			Effect of		Excluding			Including			Effect of		Excluding
($ in thousands)	WAQS			WAQS		WAQS			WAQS			WAQS		WAQS
GWP	$	203,539		$	—	$	203,539		$	227,196		$	—	$	227,196
Ceded written premiums		(44,135)			—		(44,135)			(17,722)			(6)		(17,716)
Net written premiums	$	159,404		$	—	$	159,404		$	209,474		$	(6)	$	209,480
Net retention ⁽¹⁾		78.3%			—		78.3%			92.2%			—		92.2%
Net earned premiums	$	172,376		$	—	$	172,376		$	202,455		$	—	$	202,455
Net losses and LAE incurred		123,249			—		123,249			127,196			1,632		125,564
Underwriting, acquisition and insurance expenses		63,373			—		63,373			71,920			(1,632)		73,552
Underwriting (loss) income ⁽²⁾	$	(14,246)		$	—	$	(14,246)		$	3,339		$	—	$	3,339
Loss and LAE ratio		71.5	%		—		—			62.8	%		—		—
Expense ratio		36.8	%		—		—			35.5	%		—		—
Combined ratio		108.3	%		—		—			98.3	%		—		—
Adjusted loss and LAE ratio ⁽³⁾		—			—		71.5	%		—			—		62.0	%
Adjusted expense ratio ⁽³⁾		—			—		36.8	%		—			—		36.3	%
Adjusted combined ratio ⁽³⁾		—			—		108.3	%		—			—		98.3	%

(1)	Net retention is a non-GAAP measure. We define net retention as the ratio of net written premiums to GWP.

(2)	Underwriting (loss) income is a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income to underwriting (loss) income.

(3)

Adjusted loss and LAE ratio, adjusted expense ratio and adjusted combined ratio are non-GAAP financial measures. We define adjusted loss and LAE ratio, adjusted expense ratio and adjusted combined ratio as the corresponding ratio excluding the effects of the WAQS. We use these adjusted ratios as internal performance measures in the management of our operations because we believe they give our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Our adjusted loss and LAE ratio, adjusted expense ratio and adjusted combined ratio should not be viewed as substitutes for our loss and LAE ratio, expense ratio and combined ratio, respectively.

Our results of operations may be difficult to compare from year to year due to the origination and termination of the WAQS. In light of the impact of the WAQS on our results of operations, we internally evaluated our financial performance both including and excluding the effect of the WAQS.

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The following tables summarize the effect of the WAQS on our underwriting (loss) income for the nine months ended September 30, 2020 and 2019:


	Nine Months Ended September 30, 2020								Nine Months Ended September 30, 2019
	Including			Effect of		Excluding			Including			Effect of		Excluding
($ in thousands)	WAQS			WAQS		WAQS			WAQS			WAQS		WAQS
GWP	$	603,717		$	—	$	603,717		$	718,066		$	—	$	718,066
Ceded written premiums		(97,507)			—		(97,507)			(88,122)			(3)		(88,119)
Net written premiums	$	506,210		$	—	$	506,210		$	629,944		$	(3)	$	629,947
Net retention ⁽¹⁾		83.8%			—		83.8%			87.7%			—		87.7%
Net earned premiums	$	559,667		$	—	$	559,667		$	600,543		$	3	$	600,540
Net losses and LAE incurred		363,279			—		363,279			372,644			3,839		368,805
Underwriting, acquisition and insurance expenses		205,444			—		205,444			217,248			(3,837)		221,085
Underwriting (loss) income ⁽²⁾	$	(9,056)		$	—	$	(9,056)		$	10,651		$	1	$	10,650
Loss and LAE ratio		64.9	%		—		—			62.1	%		—		—
Expense ratio		36.7	%		—		—			36.2	%		—		—
Combined ratio		101.6	%		—		—			98.3	%		—		—
Adjusted loss and LAE ratio ⁽³⁾		—			—		64.9	%		—			—		61.4	%
Adjusted expense ratio ⁽³⁾		—			—		36.7	%		—			—		36.8	%
Adjusted combined ratio ⁽³⁾		—			—		101.6	%		—			—		98.2	%

(1)	Net retention is a non-GAAP measure. We define net retention as the ratio of net written premiums to GWP.

(2)	Underwriting (loss) income is a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income to underwriting (loss) income.

(3)

Outlook

As the COVID-19 pandemic continues to impact individuals and businesses worldwide, we are focused on the health and safety of our employees while fulfilling our obligations to our customers and distribution partners. Through the investments we made in our technology infrastructure over time, we continue to operate primarily in a remote work environment while maintaining the service and support levels that our customers expect. We are fully operational, and we believe we are capable of working remotely for as long as necessary.

There was a significant impact on our premium revenues in the second and third quarters relating to the pandemic’s effect on the insured exposure base of certain customers, particularly our customers in the Media and Entertainment as well as the Transportation customer segments. It is too early to determine the ultimate effect of the economic shut-down as a result of the pandemic on our losses, however, we continue to evaluate claims individually and pay losses where coverage applies. We have seen higher expense costs due to bad debt provisioning related to regulatory actions taken in response to COVID-19 to provide premium refunds, grant extended grace periods for premium payments, and provide extended time to pay past due premiums.

While we have seen an increase in unrealized investment gains in the second and third quarters, we expect there could be continued volatility in the unrealized position and uncertainty for the remainder of the year due to COVID-19.

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Results of Operations

Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

The following table summarizes the results of continuing operations for the three months ended September 30, 2020 and 2019:


	Three Months Ended September 30						Change
($ in thousands)	2020			2019			$		Percent
GWP	$	203,539		$	227,196		$	(23,657)	(10.4)	%
Ceded written premiums		(44,135)			(17,722)			(26,413)	149.0
Net written premiums	$	159,404		$	209,474		$	(50,070)	(23.9)	%

Net earned premiums	$	172,376		$	202,455		$	(30,079)	(14.9)	%
Net losses and LAE incurred:		123,249			127,196			(3,947)	(3.1)
Underwriting, acquisition and insurance expenses		63,373			71,920			(8,547)	(11.9)
Underwriting (loss) income ⁽¹⁾		(14,246)			3,339			(17,585)	(526.7)
Interest and other expenses, net		5,549			10,182			(4,633)	(45.5)
Net investment income		20,307			16,974			3,333	19.6
Realized investment gains, net		1,398			245			1,153	470.6
Income before taxes		1,910			10,376			(8,466)	(81.6)
Income tax expense		412			2,015			(1,603)	(79.6)
Net income from continuing operations	$	1,498		$	8,361		$	(6,863)	(82.1)	%
Adjusted operating income ⁽¹⁾	$	1,495		$	13,825		$	(12,330)	(89.2)	%

Adjusted operating return on equity ⁽¹⁾		1.0	%		11.2	%
Return on equity		1.0	%		6.8	%

Loss and LAE ratio:		71.5	%		62.8	%
Loss and LAE ratio – excluding catastrophe ⁽²⁾		59.9	%		62.8	%
Loss and LAE ratio – catastrophe losses		11.6	%		-	%
Expense ratio		36.8	%		35.5	%
Combined ratio		108.3	%		98.3	%

Adjusted loss and LAE ratio ⁽³⁾		71.5	%		62.0	%
Adjusted loss and LAE ratio – excluding catastrophe ⁽²⁾		59.9	%		62.0	%
Adjusted loss and LAE ratio – catastrophe losses		11.6	%		-	%
Adjusted expense ratio ⁽³⁾		36.8	%		36.3	%
Adjusted combined ratio ⁽³⁾		108.3	%		98.3	%

(1)	Underwriting (loss) income, adjusted operating income and adjusted operating return on equity are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” for reconciliations of net income in accordance with GAAP to underwriting (loss) income and adjusted operating income.

(2)	Loss and LAE ratio – excluding catastrophe and Adjusted loss and LAE ratio – excluding catastrophe is adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period from net earned premium.

(3)

Net Income from Continuing Operations

Net income was $1.5 million for the three months ended September 30, 2020 compared to $8.4 million for the three months ended September 30, 2019, a decrease of $6.9 million, or 82.1%. The decrease in net income primarily resulted from catastrophe losses experienced during the period, partially offset by a decrease in interest and other expenses combined with an increase in net investment income. In the third quarter of 2020, the Company incurred $16.9 million of

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net catastrophe losses and $5.1 million of related reinstatement premiums on reinsurance contracts primarily resulting from Hurricane Laura and the California and Oregon wildfires. In the third quarter of 2019, the Company incurred other expense of $6.8 million due to non-recurring grants of restricted stock units (“RSUs”) in connection with the initial public offering (“IPO”).

Premiums

GWP were $203.5 million for the three months ended September 30, 2020 compared to $227.2 million for the three months ended September 30, 2019, a decrease of $23.7 million, or 10.4%.

The following table presents the GWP by customer segment for the three months ended September 30, 2020 and 2019:


($ in millions)	Three Months Ended September 30
Customer Segment	2020		2019		% Change
Construction	$	27.4	$	27.3	0.4	%
Consumer Services		23.7		35.5	(33.2)
Marine and Energy		27.7		26.1	6.1
Media and Entertainment		17.3		28.7	(39.7)
Professional Services		34.7		27.0	28.5
Real Estate		34.9		41.6	(16.1)
Sports		5.4		8.1	(33.3)
Transportation		30.8		29.6	4.1
Customer segments subtotal		201.9		223.9	(9.8)
Other		1.6		3.3	(51.5)
Total	$	203.5	$	227.2	(10.4)	%

GWP from customer segments (excluding GWP within “Other”) for the three months ended September 30, 2020 contracted by 9.8% primarily due to reduced insured exposures of customers within the Transportation, Media & Entertainment, and Real Estate customer segments due to the economic downturn from the COVID-19 pandemic.

The changes in GWP were most notable in the following customer segments and niches:

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Transportation GWP increased by 4.1% to $30.8 million for the three months ended September 30, 2020 compared to $29.6 million for the three months ended September 30, 2019. The premium growth is driven by $16.8 of new captive opportunities. Excluding new captive opportunities, GWP contracted 52.6% from September 30, 2019, driven by reduction in new business of $5.7 million in Taxis, $3.9 million in School Bus, $2.5 million in Charter Bus, and $2.2 million in Intermodal due to the economic downturn from COVID-19.

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Media and Entertainment GWP contracted by 39.7% to $17.3 million for the three months ended September 30, 2020 compared to $28.7 million for the three months ended September 30, 2019. The premium contraction is driven by $4.9 million of declines in renewal business, $4.0 million of exposure reductions and $1.8 million of reduced new business opportunities in the Live Entertainment and Film niches primarily due to regulatory restrictions and mandatory social distancing resulting from COVID-19.

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Consumer Services GWP contracted by 33.2% to $23.7 million for the three months ended September 30, 2020 compared to $35.5 million for the three months ended September 30, 2019. The premium contraction is primarily driven by the decision to reduce monoline workers’ compensation.

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Professional Services GWP increased by 28.5% to $34.7 million for the three months ended September 30, 2020 compared to $27.0 million for the three months ended September 30, 2019. The premium growth is driven by approximately $4.4 million of increased renewal business and $1.4 million of increased new business in the Credit Unions niche.

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●

Real Estate GWP contracted by 16.1% to $34.9 million for the three months ended September 30, 2020 compared to $41.6 million for the three months ended September 30, 2019. The premium contraction is driven by approximately $3.1 million of reduced or delayed new business opportunities in Metrobuilders due to the economic downturn from COVID-19.

Net written premiums decreased by $50.1 million, or 23.9%, to $159.4 million for the three months ended September 30, 2020 from $209.5 million for the three months ended September 30, 2019. The decrease in net written premiums was primarily related to the contraction in GWP.

Net earned premiums decreased by $30.1 million, or 14.9%, to $172.4 million for the three months ended September 30, 2020 from $202.5 million for the three months ended September 30, 2019. The decrease in net earned premiums was directly related to the contraction in net written premiums in the first nine months of 2020 and includes the impact of non-recurring net earned premiums of $11.3 million from the exit of excess workers’ compensation in 2019.

Loss and LAE Ratio

Our loss and LAE ratio was 71.5% for the three months ended September 30, 2020 compared to 62.8% for the three months ended September 30, 2019. For the three months ended September 30, 2020 our reserve for unpaid losses and loss adjustment expenses for accident years 2019 and prior developed unfavorably by $0.1 million driven by $11.1 million unfavorable development of General Liability and $5.9 million unfavorable development in Commercial Multiple Peril offset by $16.5 million favorable development in Workers’ Compensation. In addition, the Company incurred $3.1 million of losses and loss adjustment expenses related to premium adjustments earned during the three months ended September 30, 2020 attributable to prior accident years 2019 and 2018.

Catastrophe losses of $16.9 million for the three months ended September 30, 2020 were driven by Hurricane Laura and the California and Oregon wildfires, adding 9.8 points to the current accident year loss ratio compared to no catastrophe losses for the three months ended September 30, 2019. The Company also incurred $5.1 million of reinsurance reinstatement premiums, related to catastrophe losses during the period, which increased the loss ratio by 1.8 points for the three months ended September 30, 2020. The loss and LAE ratio, excluding catastrophe losses and related items was 59.9% for the three months ended September 30, 2020.

The following tables summarize the effect of the factors indicated above on the loss and LAE ratios and adjusted loss and LAE ratios for the three months ended September 30, 2020 and 2019:


	Three Months Ended September 30
	2020				2019
			% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums		Losses and LAE		Premiums
Loss and LAE:
Current accident year – excluding catastrophe ⁽¹⁾	$	106,304	59.9	%	$	121,701	60.1	%
Current accident year – catastrophe losses ⁽²⁾		16,893	11.6			—	—
Effect of prior year development		52	—			5,495	2.7
Total	$	123,249	71.5	%	$	127,196	62.8	%


	Three Months Ended September 30
	2020				2019
			% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums		Losses and LAE		Premiums
Adjusted loss and LAE:
Current accident year – excluding catastrophe ⁽¹⁾	$	106,304	59.9	%	$	121,701	60.1	%
Current accident year – catastrophe losses ⁽²⁾		16,893	11.6			—	—
Effect of prior year development		52	—			3,863	1.9
Total	$	123,249	71.5	%	$	125,564	62.0	%

(1)	Earned premiums are adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period.

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(2)

Catastrophe losses are any one claim, or group of claims, equal or greater than $1.0 million related to a single PCS designated catastrophe event. PCS is Property Claim Services, a Verisk company. PCS has defined catastrophes in the United States, Puerto Rico, and the U.S. Virgin Islands as events that cause $25.0 million or more in direct insured losses to property and affect a significant number of policyholders and insurers.

Expense Ratio

Our expense ratio was 36.8% for the three months ended September 30, 2020 compared to 35.5% for the three months ended September 30, 2019. The increase in the expense ratio is driven primarily by a decrease in net earned premiums, which more than offset a decrease in underwriting and insurance expenses of $3.0 million, during the three months ended September 30, 2020. In addition, the prior year expense ratio was favorably impacted by 0.8 points of non-recurring cede commission on the WAQS.

The following table summarizes the components of the expense ratio for the three months ended September 30, 2020 and 2019:


	Three Months Ended September 30
	2020				2019
			% of Earned				% of Earned
($ in thousands)	Expenses		Premiums		Expenses		Premiums
Underwriting, acquisition and insurance expenses:
Policy acquisition expenses, net of ceded reinsurance	$	40,387	23.4	%	$	47,585	23.5	%
Underwriting and insurance expenses		22,986	13.4			25,967	12.8
Underwriting, acquisition and insurance expenses ⁽¹⁾		63,373	36.8			73,552	36.3
Effect of WAQS ⁽¹⁾		—	—			(1,632)	(0.8)
Total underwriting, acquisition and insurance expenses	$	63,373	36.8	%	$	71,920	35.5	%

(1)	Total underwriting, acquisition and insurance expenses and the effect of the WAQS are calculated based on the net earned premiums including the effects of the WAQS for three months ended September 30, 2020 and 2019.

Underwriting (Loss) Income

Underwriting loss was $14.2 million for the three months ended September 30, 2020 compared to an underwriting income of $3.3 million for the three months ended September 30, 2019, a decrease of $17.5 million. The decrease in underwriting income is primarily due to the catastrophe losses experienced during the period combined with the reduction in net earned premium.

Combined Ratio

Our combined ratio and adjusted combined ratio were 108.3% for the three months ended September 30, 2020 compared to 98.3% for the three months ended September 30, 2019. The combined ratio, excluding the impact of catastrophes was 96.7% for the three months ended September 30 , 2020 compared to 98.3% for the three months ended September 30, 2019.

Investing Results

Our net investment income increased by 19.6% to $20.3 million for the three months ended September 30, 2020 from $17.0 million for the three months ended September 30, 2019. The increase in net investment income is primarily due to the change in fair value on investments in limited partnerships and limited liability companies. Net investment yield was 3.5% for the three months ended September 30, 2020 and 3.3% for the three months ended September 30, 2019.

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The following table summarizes the components of net investment income and net investment gains for the three months ended September 30, 2020 and 2019:


	Three Months Ended September 30
($ in thousands)	2020		2019		$ Change
Fixed maturity securities	$	15,040	$	16,764	$	(1,724)
Other investments		6,193		777		5,416
Gross investment income		21,233		17,541		3,692
Investment expenses		(926)		(567)		(359)
Net investment income		20,307		16,974		3,333
Realized investment gains, net		1,398		245		1,153
Total	$	21,705	$	17,219	$	4,486
Average invested assets	$	2,301,504	$	2,069,327	$	232,178

Interest and Other Expenses, Net

Our interest and other expenses decreased by $4.6 million to $5.5 million for the three months ended September 30, 2020 compared to $10.2 million for the three months ended September 30, 2019. The decrease is primarily driven by $6.8 million due to non-recurring grants of RSUs in connection with the IPO.

Income Tax Expense

Our effective tax rate for the three months ended September 30, 2020 and 2019 were 21.6% and 19.4%, respectively. The increase in the effective tax rate for the three months ended September 30, 2020 compared to the same period in 2019 was primarily due to the tax effect of share-based compensation.

Our income tax expense was $0.4 million and $2.0 million for the three months ended September 30, 2020 and 2019, respectively. The decrease is due to the decrease in income before income taxes compared to the same period in 2019.

Adjusted Operating Income

Adjusted operating income was $1.5 million for the three months ended September 30, 2020, a decrease of $12.3 million, or 89.2% from the adjusted operating income of $13.8 million for the three months ended September 30, 2019, primarily due to the reduction in underwriting income offset by increased net investment income.

Adjusted Operating Return on Equity

Our adjusted operating return on equity was 1.0% for the three months ended September 30, 2020, a decrease of 10.2 percentage points from 11.2% for the three months ended September 30, 2019 primarily due to the reduction in adjusted operating income combined with the increase in average book value.

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Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

The following table summarizes the results of continuing operations for the nine months ended September 30, 2020 and 2019:


	Nine Months Ended September 30						Change
($ in thousands)	2020			2019			$		Percent
GWP	$	603,717		$	718,066		$	(114,349)	(15.9)	%
Ceded written premiums		(97,507)			(88,122)			(9,385)	10.7
Net written premiums	$	506,210		$	629,944		$	(123,734)	(19.6)	%

Net earned premiums	$	559,667		$	600,543		$	(40,876)	(6.8)	%
Net losses and LAE incurred:		363,279			372,644			(9,365)	(2.5)
Underwriting, acquisition and insurance expenses		205,444			217,248			(11,804)	(5.4)
Underwriting (loss) income ⁽¹⁾		(9,056)			10,651			(19,707)	(185.0)
Interest and other expenses, net		14,635			23,671			(9,036)	(38.2)
Net investment income		52,913			51,530			1,383	2.7
Realized investment gains, net		3,521			495			3,026	611.3
Income before taxes		32,743			39,005			(6,262)	(16.1)
Income tax expense		7,151			8,253			(1,102)	(13.4)
Net income from continuing operations	$	25,592		$	30,752		$	(5,160)	(16.8)	%
Adjusted operating income ⁽¹⁾	$	26,374		$	41,683		$	(15,309)	(36.7)	%

Adjusted operating return on equity ⁽¹⁾		6.1	%		12.1	%
Return on equity		5.9	%		8.9	%

Loss and LAE ratio:		64.9	%		62.1	%
Loss and LAE ratio – excluding catastrophe ⁽²⁾		60.7	%		61.6	%
Loss and LAE ratio – catastrophe losses		4.2	%		0.5	%
Expense ratio		36.7	%		36.2	%
Combined ratio		101.6	%		98.3	%

Adjusted loss and LAE ratio ⁽³⁾		64.9	%		61.4	%
Adjusted loss and LAE ratio – excluding catastrophe ⁽²⁾		60.7	%		60.9	%
Adjusted loss and LAE ratio – catastrophe losses		4.2	%		0.5	%
Adjusted expense ratio ⁽³⁾		36.7	%		36.8	%
Adjusted combined ratio ⁽³⁾		101.6	%		98.2	%

(1)	Underwriting (loss) income, adjusted operating income and adjusted operating return on equity are non-GAAP financial measures. See “—Reconciliation of Non-GAAP Financial Measures” for reconciliations of net income in accordance with GAAP to underwriting (loss) income and adjusted operating income.

(2)	Loss and LAE ratio – excluding catastrophe and Adjusted loss and LAE ratio – excluding catastrophe is adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period from net earned premium.

(3)

Net Income from Continuing Operations

Net income was $25.6 million for the nine months ended September 30, 2020 compared to $30.8 million for the nine months ended September 30, 2019, a decrease of $5.2 million, or 16.8%. The decrease in net income is primarily due to catastrophe losses experienced during the third quarter of 2020, primarily Hurricane Laura and the California and Oregon wildfires, partially offset by a decrease of interest and other expense which includes $7.6 million of expense for our former CEO for termination of service as CEO and his services as Executive Chairman in the prior period and $6.8 million due to non-recurring grants of RSUs in connection with the IPO in the prior period.

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Premiums

GWP were $603.7 million for the nine months ended September 30, 2020 compared to $718.1 million for the nine months ended September 30, 2019, a decrease of $114.4 million, or 15.9%.

The following table presents the GWP by customer segment for the nine months ended September 30, 2020 and 2019:


($ in millions)	Nine Months Ended September 30
Customer Segment	2020		2019		% Change
Construction	$	79.6	$	83.1	(4.2)	%
Consumer Services		95.0		100.9	(5.8)
Marine and Energy		87.3		71.5	22.1
Media and Entertainment		65.3		90.8	(28.1)
Professional Services		96.3		85.7	12.4
Real Estate		115.4		116.9	(1.3)
Sports		19.6		22.8	(14.0)
Transportation		39.9		79.4	(49.7)
Customer segments subtotal		598.4		651.1	(8.1)
Other		5.3		67.0	(92.1)
Total	$	603.7	$	718.1	(15.9)	%

GWP from customer segments (excluding GWP within “Other”) for the nine months ended September 30, 2020 contracted by 8.1% primarily due to endorsement transactions and reduction in insured exposures within the Transportation and Media and Entertainment customer segments driven by the COVID-19 pandemic in the second and third quarters of 2020.

The changes in GWP were most notable in the following customer segments and niches:

●

Transportation GWP contracted by 49.7% to $39.9 million for the nine months ended September 30, 2020 compared to $79.4 million for the nine months ended September 30, 2019. The premium contraction is driven by exposure reduction as well as reduced new business opportunities $28.1 million due to COVID-19. Negative premium endorsements of $13.5 for School Bus, $9.1 million for Taxis, and $3.7 million for Charter Bus were processed to provide immediate relief to our insureds and align the premium with exposures. The premium contraction was offset by $18.0 million of new business in transportation related captive opportunities.

●

Media and Entertainment GWP contracted by 28.1% to $65.3 million for the nine months ended September 30, 2020 compared to $90.8 million for the nine months ended September 30, 2019. The premium contraction is driven by approximately $9.8 million of exposure reductions due to regulatory actions and mandatory social distancing related to COVID-19, $8.7 million of declines in renewal business, and $6.2 million of reduced new business opportunities in the Live Entertainment and Film niches.

●

Marine and Energy GWP increased by 22.1% to $87.3 million for the nine months ended September 30, 2020 compared to $71.5 million for the nine months ended September 30, 2019. The premium growth is primarily due to $5.9 million of new business within the Propane and Fuel Dealers niche and $4.9 million of increased total renewal premiums in Solar Contractors and Propane and Fuel Dealers niches.

●

Professional Services GWP increased by 12.4% to $96.3 million for the nine months ended September 30, 2020 compared to $85.7 million for the nine months ended September 30, 2019. The premium growth is driven by approximately $9.1 million of increased renewal business in the Credit Unions niche.

Net written premiums decreased by $123.7 million, or 19.6%, to $506.2 million for the nine months ended September 30, 2020 from $629.9 million for the nine months ended September 30, 2019. The reduction in net written premiums was directly related to the contraction in GWP.

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Net earned premiums decreased by $40.9 million, or 6.8%, to $559.7 million for the nine months ended September 30, 2020 from $600.5 million for the nine months ended September 30, 2019. The decrease in net earned premiums was directly related to the contraction in net written premiums during the first nine months of 2020, which includes the impact of non-recurring net earned premiums of $41.3 million from the exit of excess workers’ compensation in 2019.

Loss and LAE Ratio

Our loss and LAE ratio was 64.9% for the nine months ended September 30, 2020 compared to 62.1% for the nine months ended September 30, 2019. For the nine months ended September 30, 2020, our reserve for unpaid losses and loss adjustment expenses for accident years 2019 and prior developed unfavorably by $0.6 million driven by $23.2 million unfavorable development in General Liability and $10.2 million unfavorable development in Commercial Multiple Peril offset by $24.8 million favorable development in Workers’ Compensation, $1.0 million favorable development in Commercial Auto and $7.0 million favorable development in All Other lines. In addition, the Company incurred $14.8 million of losses and loss adjustment expenses related to premium adjustments earned during the nine months ended September 30, 2020 attributable to prior accident years 2019 and 2018.

Catastrophe losses of $20.5 million for the nine months ended September 30, 2020 were driven by Hurricane Laura, the California and Oregon wildfires, and other weather events across the U.S., during the second and third quarters, adding 3.7 points to the current accident year loss ratio compared to catastrophe losses of $3.0 million for the nine months ended September 30, 2019, driven by weather related events in the second quarter of 2019, which added 0.5 points to the current accident year loss ratio of the prior period. The Company also incurred $5.1 million of reinsurance reinstatement premiums, related to catastrophe losses during the third quarter, which increased the loss ratio by 0.5 points for the nine months ended September 30, 2020. The loss and LAE ratio, excluding catastrophe losses and related items was 60.7% for the nine months ended September 30, 2020.

The following tables summarize the effect of the factors indicated above on the loss and LAE ratios and adjusted loss and LAE ratios for the nine months ended September 30, 2020 and 2019:


	Nine Months Ended September 30
	2020				2019
			% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums		Losses and LAE		Premiums
Loss and LAE:
Current accident year – excluding catastrophe ⁽¹⁾	$	342,193	60.6	%	$	367,277	61.2	%
Current accident year – catastrophe losses ⁽²⁾		20,526	4.2			3,000	0.5
Effect of prior year development		560	0.1			2,367	0.4
Total	$	363,279	64.9	%	$	372,644	62.1	%


	Nine Months Ended September 30
	2020				2019
			% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums		Losses and LAE		Premiums
Adjusted loss and LAE:
Current accident year – excluding catastrophe ⁽¹⁾	$	342,193	60.6	%	$	367,277	61.2	%
Current accident year – catastrophe losses ⁽²⁾		20,526	4.2			3,000	0.5
Effect of prior year development		560	0.1			(1,472)	(0.3)
Total	$	363,279	64.9	%	$	368,805	61.4	%

(1)	Earned premiums are adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period.

(2)

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Expense Ratio

Our expense ratio was 36.7% for the nine months ended September 30, 2020 compared to 36.2% for the nine months ended September 30, 2019. The increase in the expense ratio is driven primarily by the impact of the WAQS in 2019 and reductions in net earned premiums related to COVID-19 in the current year.

The following table summarizes the components of the expense ratio for the nine months ended September 30, 2020 and 2019:


	Nine Months Ended September 30
	2020				2019
			% of Earned				% of Earned
($ in thousands)	Expenses		Premiums		Expenses		Premiums
Underwriting, acquisition and insurance expenses:
Policy acquisition expenses, net of ceded reinsurance	$	129,406	23.1	%	$	141,896	23.6	%
Underwriting and insurance expenses		76,038	13.6			79,189	13.2
Underwriting, acquisition and insurance expenses⁽¹⁾		205,444	36.7			221,085	36.8
Effect of WAQS⁽¹⁾		—	—			(3,837)	(0.6)
Total underwriting, acquisition and insurance expenses	$	205,444	36.7	%	$	217,248	36.2	%

(1)	Total underwriting, acquisition and insurance expenses and the effect of the WAQS are calculated based on the net earned premiums including the effects of the WAQS for nine months ended September 30, 2020 and 2019.

Underwriting (Loss) Income

Underwriting loss was $9.1 million for the nine months ended September 30, 2020 compared to an underwriting income of $10.7 million for the nine months ended September 30, 2019, a decrease of $19.8 million, or 185.0%. The decrease in underwriting income is primarily due the catastrophe losses experienced during the third quarter of the current year combined with the reduction in net earned premium.

Combined Ratio

Our combined ratio and adjusted combined ratio were 101.6% for the nine months ended September 30, 2020 compared to 98.3% for the nine months ended September 30, 2019. The combined ratio, excluding the impact of catastrophes was 97.4% for the nine months ended September 30 , 2020 compared to 97.8% for the nine months ended September 30, 2019.

Investing Results

Our net investment income increased by 2.7% to $52.9 million for the nine months ended September 30, 2020 from $51.5 million for the nine months ended September 30, 2019. The increase in net investment income is primarily due to growth in the investment portfolio partially offset by lower net investment yields in the current year. Net investment yield was 3.1% for the nine months ended September 30, 2020 and 3.5% for the nine months ended September 30, 2019. Realized investment gains, net, includes a $1.7 million credit loss allowance for fixed maturity securities for the nine months ended September 30, 2020.

The weighted average duration of our fixed maturity portfolio, including cash equivalents, was 4.6 years at September 30, 2020 and 3.0 years at September 30, 2019.

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The following table summarizes the components of net investment income and net investment gains for the nine months ended September 30, 2020 and 2019:


	Nine Months Ended September 30
($ in thousands)	2020		2019		$ Change
Fixed maturity securities	$	47,171	$	49,414	$	(2,243)
Other investments		7,993		3,730		4,263
Gross investment income		55,164		53,144		2,020
Investment expenses		(2,251)		(1,614)		(637)
Net investment income		52,913		51,530		1,383
Realized investment gains, net		3,521		495		3,026
Total	$	56,434	$	52,025	$	4,409
Average invested assets	$	2,242,729	$	1,989,131	$	253,598

Interest and Other Expenses, Net

Our interest and other expenses decreased by $9.0 million to $14.6 million for the nine months ended September 30, 2020 compared to $23.7 million for the nine months ended September 30, 2019. The decrease is primarily driven by $7.6 million of expense for our former CEO for termination of service as CEO and his services as Executive Chairman in the prior period and $6.8 million due to non-recurring grants of RSUs in connection with the IPO and an increase in net investment income.

Income Tax Expense

Our effective tax rate for the nine months ended September 30, 2020 and 2019 was 21.8% and 21.2%, respectively. The increase in the effective tax rate in the nine months ended September 30, 2020 compared to the same period in 2019 was primarily due to the tax effect of share-based compensation.

Our income tax expense was $7.2 million and $8.3 million for the nine months ended September 30, 2020 and 2019, respectively. The decrease is primarily due to the decrease in income before income taxes compared to the same period in 2019.

Adjusted Operating Income

Adjusted operating income was $26.4 million for the nine months ended September 30, 2020, a decrease of $15.3 million, or 36.7% from the adjusted operating income of $41.7 million for the nine months ended September 30, 2019, primarily due to the reduction in underwriting income offset by decreased interest and other expenses.

Adjusted Operating Return on Equity

Our adjusted operating return on equity was 6.1% for the nine months ended September 30, 2020, a decrease of 6.0 percentage points from 12.1% for the nine months ended September 30, 2019 primarily due to the reduction in adjusted operating income combined with the increase in average book value.

Liquidity and Capital Resources

Sources and Uses of Funds

We are organized as a holding company with our operations primarily conducted by our wholly owned insurance subsidiaries, New York Marine and Gotham, which are domiciled in New York, and Southwest Marine, which is domiciled in Arizona. Accordingly, the holding company may receive cash through (i) loans from banks, (ii) draws on a revolving loan agreement, (iii) issuance of equity and debt securities, (iv) corporate service fees from our operating subsidiaries, (v)

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payments from our subsidiaries pursuant to our consolidated tax allocation agreement and other transactions and (vi) subject to certain limitations discussed below, dividends from our insurance subsidiaries. We also may use the proceeds from these sources to contribute funds to the insurance subsidiaries in order to support premium growth, reduce our reliance on reinsurance, and pay dividends and taxes and for other business purposes.

We receive corporate service fees from the operating subsidiaries to reimburse us for most of the operating expenses that we incur. Reimbursement of expenses through corporate service fees is based on the actual costs that we expect to incur with no mark-up above our expected costs.

Our outstanding $140.0 million aggregate principal amount of 7.5% Senior Unsecured Notes and $25.0 million aggregate principal amount of 6.5% Senior Notes (collectively, the “Notes”) mature in November 2020.

Management believes that the Company has sufficient liquidity available to meet its operating cash needs and obligations and committed capital expenditures for the next 12 months.

Credit Agreement

On June 12, 2020 (the “Effective Date”), we entered into a credit agreement (the “Credit Agreement”) with certain lenders and Truist Bank, N.A., as administrative agent (“Truist”), providing for a $165.0 million delayed draw term loan facility (the “Term Loan Facility”). Borrowings under the Term Loan Facility will be used to refinance the Notes at maturity. The Credit Agreement includes a letter of credit sub-limit of up to $5.0 million and a swingline loan sub-limit of up to $5.0 million. Further, the Credit Agreement provided for an uncommitted revolving loan facility (the “Revolving Credit Facility”) in an initial aggregate amount of $35.0 million, which subsequently became committed and increased to an aggregate of $65.0 million pursuant to the Incremental Agreement (defined below). At our option, borrowings under the Term Loan Facility and the Revolving Credit Facility would be (i) a “Base Rate Borrowing” which would bear interest at the Base Rate (as defined below) plus the Applicable Margin (as described below), or (ii) an “Eurodollar Borrowing” which would bear interest at the Adjusted LIBO Rate (defined as reserve-adjusted LIBOR, subject to a floor of 0.75%), for periods of one, two, three or six months, plus the Applicable Margin. The Base Rate is the highest of (a) the rate of interest announced publicly by Truist as its prime lending rate, (b) 0.5% above the federal funds rate, (c) the Adjusted LIBO Rate determined on a daily basis for a one-month period (subject to a floor of 0.75%) plus 1.00%, and (d) zero percent. The Applicable Margin for a Eurodollar Borrowing will range from 2.00% to 3.25% per annum based upon ProSight’s Debt to Capitalization Ratio (as defined in the Credit Agreement) in effect on such date. The initial Applicable Margin for Base Rate Borrowings is 100 basis points lower than the Applicable Margin for Eurodollar Borrowings. The Applicable Margin is currently 2.75%.

We agreed to pay a ticking fee with respect to the undrawn portion of the commitments for the Term Loan Facility, ranging from 0.20% to 0.30% per annum based upon our Debt to Capitalization Ratio (as defined in the Credit Agreement) in effect on such date. We also agreed to pay a commitment fee on the unused portion of the Revolving Credit Facility, ranging from 0.20% to 0.30% per annum and determined in the same way as ticking fee with respect to the Term Loan Facility. The ticking fee and commitment fee (if applicable) are currently 0.25%.

As a condition precedent to entry into the Credit Agreement, we terminated our amended and restated revolving loan agreement, dated as of March 15, 2019, with Citizens Bank, N.A. (“Citizens”), which had previously provided for a $50.0 million revolving credit facility. No amounts were outstanding at termination.

Revolving Credit Facility

On June 30, 2020, we entered into an incremental facility agreement and amendment (the “Incremental Agreement”) with certain lenders and Truist as administrative agent. The Incremental Agreement supplemented the Credit Agreement by obtaining from lenders commitments with respect to the Revolving Credit Facility provided for under the Credit Agreement, and increasing the Revolving Credit Facility from $35.0 million as stated in the Credit Agreement to an aggregate amount of $65.0 million.

The Revolving Credit Facility may be used for general corporate purposes, including, without limitation, to support business growth and to provide additional liquidity if needed. On July 14, 2020, the Company drew down $5.0 million on the Revolving Credit Facility and on August 3, 2020, the Company drew down an additional $30.0 million,

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primarily to make capital contributions to its insurance subsidiaries. Amounts outstanding under the Revolving Credit Facility as of the date of the filing are three-month Eurodollar Borrowings, bearing interest at 3.50%.

Master Lease Agreement

On June 26, 2020, we sold certain assets, in exchange for approximately $24.9 million of proceeds and agreed to lease such assets back from Citizens in exchange for monthly payments bearing interest at 4.83%. The lease expires on July 1, 2025, on which date we will repurchase the assets from Citizens for one dollar. This transaction is treated as a secured loan payable under U.S. GAAP. For a discussion of the secured loan payable, see Note 14. Debt – Recent Financing Transactions – Secured Loan Payable.

Cash Flows

The most significant source of cash for our operating subsidiaries is from premiums received from our insureds, which, for most policies, we receive at the beginning of the coverage period, and net of the related commission amount for the policies. Our most significant cash outflow is for claims that arise when a policyholder incurs an insured loss. We also use cash to pay for operating expenses such as salaries, rent and taxes and capital expenditures such as technology systems. Because the payment of claims occurs well after the receipt of the premium, we invest the cash in various investment securities that generally earn interest and dividends. The operating subsidiaries’ investment portfolios represent an additional source of liquidity that could be accessed if needed. As described under “—Reinsurance” below, we use reinsurance to manage the risk that we take on our policies. We cede, or pay out, part of the premiums we receive to our reinsurers and collect cash back when losses subject to our reinsurance coverage are paid.

The casualty-focused nature of our products, and limited property exposures, typically allow us to generate significant operating cash flow. Some of our payments and receipts, including loss settlements and subsequent reinsurance receipts, can be significant, and as a result their timing can influence cash flows from operating activities in any given period. Management believes that cash receipts from premiums, proceeds from investment sales and maturities, and investment income are sufficient to cover cash outflows in the foreseeable future.

Our cash flows for the nine months ended September 30, 2020 and 2019 were:


	Nine Months Ended September 30
	2020		2019

($ in thousands)
Cash and cash equivalents provided by (used in):
Operating activities	$	120,710	$	212,061
Investing activities		(169,327)		(244,030)
Financing activities		56,805		33,450
Net change in cash and cash equivalents	$	8,188	$	1,481

The decrease in cash provided by operating activities for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, was largely driven by timing of claim payments and premium collection declines due to COVID-19. Cash used in investing activities is primarily funded by cash flow from operations. The decrease in cash used in investing activities for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, primarily reflected the amount of operating funds available for investment in the current quarter.

The increase in cash provided by financing activities for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, was primarily due to proceeds from the Revolving Credit Facility of $35.0 million and the issuance of the $24.9 million secured loan in 2020 compared to $51.6 million of proceeds related to the IPO offset by the $18.0 million pay down of the Citizens Revolving Credit agreement in 2019.

Reinsurance

We actively use ceded reinsurance across our book of business to reduce our overall risk position and to protect our capital. Reinsurance involves a primary insurance company transferring, or “ceding”, a portion of its premium and

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losses in order to limit its exposure. The ceding of liability to a reinsurer does not relieve the obligation of the primary insurance to the policyholder. The primary insurer remains liable for the entire loss if the reinsurer fails to meet its obligations under the reinsurance agreement. Our reinsurance agreements are primarily contracted under excess of loss agreements. In excess of loss reinsurance, the reinsurer agrees to assume all or a portion of the ceding company’s losses, in excess of a specified amount. In excess of loss reinsurance, the premium payable to the reinsurer is negotiated by the parties based on their assessment of the amount of risk being ceded to the reinsurer because the reinsurer does not share proportionately in the ceding company’s losses.

We use quota share and facultative reinsurance. In quota share reinsurance, the reinsurer agrees to assume a specified percentage of the ceding company’s losses arising out of a defined class of business in exchange for a corresponding percentage of premiums, net of a ceding commission. Facultative coverage refers to a reinsurance contract on individual risks as opposed to a group or class of business. It is used for a variety of reasons, including supplementing the limits provided by the treaty coverage or covering risks or perils excluded from treaty reinsurance.

Our largest quota share reinsurance agreements were the WAQS. In connection with the divestment of our U.K. business, New York Marine as reinsured entered into the WAQS with third party reinsurers to maintain reasonable underwriting leverage within New York Marine and its subsidiary insurance companies during a transition period following the U.K. divestment. During 2018, and following the transition of the U.S. business back to New York Marine, the WAQS were terminated. Effective January 1, 2020, the WAQS were commuted.

The following is a summary of our significant in-force excess of loss reinsurance programs as of September 30, 2020:


Line of Business Covered		Reinsurance Coverage
Property - per risk		$37.0 million excess of $3.0 million
Property - catastrophe		$195.0 million excess of $5.0 million
Casualty		Supported Umbrella: $6.0 million excess of $4.0 million Unsupported Umbrella: $5.0 million excess of $5.0 million Professional Liability: $5.0 million excess of $5.0 million
Primary Workers' Compensation		$37.0 million excess of $3.0 million
Marine		$45.0 million excess of $2.5 million
Custom Bonds		$38.0 million excess of $2.0 million

(1)	Our excess of loss reinsurance reduces the financial impact of a loss occurrence. Our excess of loss reinsurance includes reinstatement provisions, inuring relationships, and other clauses that may impact the amount recovered on a loss occurrence.

At each annual renewal, we consider any plans to change the underlying insurance coverage we offer, as well as updated loss activity, the level of our capital and surplus, changes in our risk appetite and the cost and availability of reinsurance treaties.

Reinsurance contracts do not relieve us from our obligations to policyholders. Failure of the reinsurer to honor its obligations could result in losses to us, and therefore, we establish allowances for amounts considered uncollectible. The allowance related to credit default with respect to our reinsurance assets as of September 30, 2020 and December 31, 2019 was $0.7 million and $0.5 million respectively. In formulating our reinsurance programs, we are selective in our choice of reinsurers and we consider numerous factors, the most important of which are the financial stability of the reinsurer, its history of responding to claims and its overall reputation. In an effort to minimize our exposure to the insolvency of our reinsurers, we review the financial condition of each reinsurer annually. In addition, we continually monitor for rating downgrades involving any of our reinsurers.

Ratings

ProSight and its insurance subsidiaries have a financial strength rating of “A-” (Excellent) from A.M. Best. A.M. Best assigns 16 ratings to insurance companies, which currently range from “A++” (Superior) to “F” (In Liquidation). The “A-” (Excellent) rating is assigned to insurers that have, in A.M. Best’s opinion, an excellent ability to meet their ongoing obligations to policyholders. This rating is intended to provide an independent opinion of an insurer’s ability to meet its obligation to policyholders and is not an evaluation directed at investors. See also “Risk Factors—Risks Related to Our

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Business—A downgrade in our Financial Strength Ratings (“FSRs”) from A.M. Best could negatively affect our results of operations.”

The financial strength ratings assigned by A.M. Best have an impact on the ability of the insurance subsidiaries to attract and retain our distribution partners and on the risk profiles of the submissions for insurance that the insurance subsidiaries receive. The “A-” (Excellent) rating affirmed by A.M. Best on November 22, 2019 is consistent with our business plan and allows us to actively pursue relationships with the distribution partners identified in our marketing plan.

Financial Condition

Stockholders’ Equity

At September 30, 2020, total stockholders’ equity was $607.9 million and tangible stockholders’ equity was $578.7 million, compared to total stockholders’ equity of $543.0 million and tangible stockholders’ equity of $513.8 million at December 31, 2019. The increase in both total and tangible stockholders’ equity was primarily due to net income from continuing operations of $25.6 million and net unrealized gains on available-for-sale fixed maturity securities, net of tax of $33.6 million, for the nine months ended September 30, 2020.

Tangible stockholders’ equity is a non-GAAP financial measure. We define tangible stockholders’ equity as stockholders’ equity less goodwill and intangible assets. Our definition of tangible stockholders’ equity may not be comparable to that of other companies, and it should not be viewed as a substitute for stockholders’ equity calculated in accordance with GAAP. We use tangible stockholders’ equity internally to evaluate the strength of our balance sheet and to compare returns relative to this measure.

Stockholders’ equity at September 30, 2020 and December 31, 2019 reconciles to tangible stockholders’ equity as follows:


	September 30, 2020		December 31, 2019

($ in thousands)
Stockholders’ equity	$	607,872	$	543,031
Less: goodwill and net intangible assets		29,166		29,189
Tangible stockholders’ equity	$	578,706	$	513,842
Book value per share	$	14.00	$	12.61
Tangible book value per share	$	13.33	$	11.93

Investment Portfolio

Our cash and invested assets consist of debt securities, cash and cash equivalents, short-term investments, commercial levered loans and alternative investments.

At September 30, 2020, the majority of the portfolio, or $2.2 billion, was comprised of securities that are classified as available-for sale and carried at fair value with unrealized gains and losses on these securities, net of applicable taxes, reported as a separate component of accumulated other comprehensive income. Also included in our investments were $270.4 million of alternative investments carried at fair value. Our securities, including cash equivalents, had a weighted average duration of 4.6 years and an average rating of “A” at September 30, 2020.

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At September 30, 2020 and December 31, 2019, the cost and fair value on cash and invested assets were as follows:


	September 30, 2020						December 31, 2019
			Estimated		% of Total				Estimated Fair		% of Total Fair
	Cost		Fair Value		Fair Value		Cost		Value		Value

($ in thousands)
Fixed and floating rate securities	$	1,989,098	$	2,074,391	85.8	%	$	1,848,964	$	1,891,148	86.3	%
Alternate available-for-sale		187,677		185,802	7.7			150,439		149,534	6.8
Total fixed maturity securities		2,176,775		2,260,193	93.5			1,999,403		2,040,682	93.1
Other investments:
Commercial levered loans		13,433		12,991	0.6			14,069		13,950	0.6
Bond exchange-traded funds		12,878		12,838	0.5			—		—	—
Non-redeemable preferred stock securities		11,670		11,913	0.5			—		—	—
Limited partnerships and limited liability companies		84,608		84,608	3.5			66,660		66,660	3.0
Short-term investments		154		154	0.0			43,873		43,873	2.0
Total other investments		122,743		122,504	5.1			124,602		124,483	5.6
Total investments		2,299,518		2,382,697	98.6			2,124,005		2,165,165	98.7
Cash, cash equivalents, and restricted cash		34,234		34,234	1.4			27,497		27,497	1.3
Total	$	2,333,752	$	2,416,931	100.0	%	$	2,151,502	$	2,192,662	100.0	%

As of September 30, 2020, approximately 14.8% of our fixed maturity securities portfolio was comprised of investment securities that have a floating interest rate compared to approximately 33.1%, as of December 31, 2019. Included in December 31, 2019, within our floating interest rate securities was 12.2% of total fair value that is no longer considered floating interest rate securities such as asset-backed securities, corporate securities, commercial mortgage-backed securities, agency residential mortgage-backed securities and non-agency residential mortgage-backed securities. These securities were reclassified by our new investment accounting service provider to fixed rate securities due to characteristics that better align with coupon variability. Our floating rate securities are classified as having coupons that reset at a set schedule off of an index rate.

The table below presents the credit quality of total fixed maturity securities at September 30, 2020 and December 31, 2019, as rated by Standard & Poor’s Financial Services, LLC (“Standard & Poor’s”) or Equivalent Designation:


	September 30, 2020				December 31, 2019
Standard & Poor’s or Equivalent Designation	Estimated Fair Value		% of Total		Estimated Fair Value		% of Total
($ in thousands)
AAA	$	218,857	9.7	%	$	219,696	10.8	%
AA		542,023	24.0			356,924	17.5
A		705,998	31.2			719,394	35.2
BBB		603,282	26.7			563,680	27.6
Below BBB/Not rated		190,032	8.4			180,988	8.9
Total	$	2,260,193	100.0	%	$	2,040,682	100.0	%

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The table below presents the credit quality of total fixed maturity securities at September 30, 2020 and December 31, 2019, either rated below BBB or not rated by Standard & Poor’s and their National Association of Insurance Commissioners (“NAIC”) designation:


		September 30, 2020
		NAIC Designation (Estimated Fair Value)
Standard & Poor’s or Equivalent Designation		1		2		3		4		5		6		Total
($ in thousands)
BB	$	2,395	$	31,587	$	51,849	$	889	$	546	$	-	$	87,266
B		3,963		539		4,342		6,486		-		-		15,330
CCC		32,226		-		675		985		3,508		-		37,394
CC or lower		27,049		-		-		-		-		22,994		50,043
Total	$	65,633	$	32,126	$	56,866	$	8,360	$	4,053	$	22,994	$	190,032


		December 31, 2019
		NAIC Designation (Estimated Fair Value)
Standard & Poor’s or Equivalent Designation		1		2		3		4		5		6		Total
($ in thousands)
BB	$	11,533	$	-	$	60,917	$	2,516	$	-	$	-	$	74,966
B		698		-		111		12,691		-		-		13,500
CCC		33,893		-		-		-		-		-		33,893
CC or lower		35,590		32		-		-		-		23,007		58,629
Total	$	81,714	$	32	$	61,028	$	15,207	$	-	$	23,007	$	180,988

The amortized cost and fair value of our fixed maturity securities by contractual maturity are shown below as of September 30, 2020 and December 31, 2019.


		September 30, 2020					December 31, 2019
			Estimated		% of Fair				Estimated Fair
	Amortized Cost		Fair Value		Value		Amortized Cost		Value		% of Fair Value

($ in thousands)
Due in one year or less	$	120,270	$	121,506	5.4	%	$	99,035	$	99,326	4.9	%
Due after one year through five years		617,687		643,790	28.5			679,649		692,219	33.9
Due after five years through ten years		513,039		543,555	24.0			507,803		523,276	25.6
Due after ten years		277,562		290,558	12.8			151,105		153,790	7.5
Government agency securities		28,990		29,520	1.3			6,523		6,532	0.3
Asset-backed securities		53,705		53,547	2.4			73,068		73,582	3.6
Collateralized loan obligations		174,589		171,170	7.6			181,704		179,549	8.8
Commercial mortgage-backed securities		113,076		119,725	5.3			95,810		97,526	4.8
Residential mortgage-backed securities – non-agency		112,904		117,935	5.2			62,343		71,610	3.5
Residential mortgage-backed securities – agency		164,953		168,887	7.5			142,363		143,272	7.0
Total fixed maturities	$	2,176,775	$	2,260,193	100.0	%	$	1,999,403	$	2,040,682	100.0	%

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, and the lenders may have the right to put the securities back to the borrower.

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Restricted Investments

In order to conduct business in certain states, we are required to maintain letters of credit or assets on deposit to support state-mandated insurance regulatory requirements and to comply with certain third-party agreements. Assets held on deposit or in trust accounts are primarily in the form of cash or certain high-grade securities.

The fair value of our restricted assets was $561.5 million at September 30, 2020. This includes $153.2 million of funds in trust for the mutual benefit of our insurance companies due to participation in our intercompany pooling agreement. Restricted investments decreased 2.8%, or $16.4 million, when compared to December 31, 2019 primarily due to the closure of two collateral trust accounts in the third quarter offset by an increase in reinsurance collateral and state deposits, and market appreciation from fixed maturity securities.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements as of September 30, 2020.

As part of the 2017 sale transaction to divest our U.K. business, we entered into Aggregate Stop-Loss and 100% Quota Share reinsurance agreements as reinsurer, with Lloyd’s Syndicate 1110 as our reinsured and committed to fund Lloyd’s Syndicate 1110’s “Funds At Lloyd’s” requirements until June 30, 2020, though such Funds at Lloyd’s obligations would effectively terminate when the 2017 Year of Account completes a “Reinsurance to Close” transaction, which is expected by March 2020. We entered into a Letter of Credit facility arranged to fulfill a portion of these requirements. The facility has a principal amount of £17.7 million and contains certain covenants that require us, among other items, to maintain a minimum net worth, to remain within maximum leverage ratios, meet a minimum RBC ratio and maintain specified liquidity levels.

Reconciliation of Non-GAAP Financial Measures

Reconciliation of Underwriting (Loss) Income

Underwriting (loss) income is a non-GAAP financial measure that we believe is useful in evaluating our underwriting performance without regard to investment income. Underwriting income represents the pre-tax profitability of our insurance operations and is derived by subtracting losses and LAE and underwriting, acquisition and insurance expenses from net earned premiums. We use underwriting (loss) income as an internal performance measure in the management of our operations because we believe it gives us and users of our financial information useful insight into our results of operations and our underlying business performance. Underwriting (loss) income should not be considered in isolation or viewed as a substitute for net income from continuing operations calculated in accordance with GAAP, and other companies may calculate underwriting (loss) income differently.

Net income from continuing operations for the three and nine months ended September 30, 2020 and 2019 reconciles to underwriting (loss) income as follows:


	Three Months Ended September 30				Nine Months Ended September 30
($ in thousands)	2020		2019		2020		2019
Net income from continuing operations	$	1,498	$	8,361	$	25,592	$	30,752
Income tax expense		412		2,015		7,151		8,253
Income from continuing operations before taxes		1,910		10,376		32,743		39,005
Net investment income		20,307		16,974		52,913		51,530
Realized investment gains, net		1,398		245		3,521		495
Interest and other expense, net		5,549		10,182		14,635		23,671
Underwriting (loss) income	$	(14,246)	$	3,339	$	(9,056)	$	10,651

Reconciliation of Adjusted Operating Income

Adjusted operating income is a non-GAAP financial measure that we use as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and underlying business performance, by excluding items that are not part of

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our underlying profitability drivers or likely to re-occur in the foreseeable future. Adjusted operating income should not be considered in isolation or viewed as a substitute for our net income from continuing operations calculated in accordance with GAAP. Other companies may calculate adjusted operating income differently.

Net income from continuing operations for the three and nine months ended September 30, 2020 and 2019 reconciles to adjusted operating income as follows:


	Three Months Ended September 30				Nine Months Ended September 30
($ in thousands)	2020		2019		2020		2019
Net income from continuing operations	$	1,498	$	8,361	$	25,592	$	30,752
Income tax expense		412		2,015		7,151		8,253
Income from continuing operations before taxes		1,910		10,376		32,743		39,005
Other expense		1,394		7,162		4,521		14,332
Realized investment gains, net		(1,398)		(245)		(3,521)		(495)
Adjusted operating income before taxes		1,906		17,293		33,743		52,842
Less: income tax expense on adjusted operating income		411		3,468		7,369		11,159
Adjusted operating income	$	1,495	$	13,825	$	26,374	$	41,683

Critical Accounting Estimates

We identified the accounting estimates which are critical to the understanding of our financial position and results of operations. Critical accounting estimates are defined as those estimates that are both important to the portrayal of our financial condition and results of operations and require us to exercise significant judgment. We use significant judgment concerning future results and developments in applying these critical accounting estimates and in preparing our consolidated financial statements. These judgments and estimates affect our reported amounts of assets, liabilities, revenues and expenses and the disclosure of our material contingent assets and liabilities. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements. We evaluate our estimates regularly using information that we believe to be relevant. Our critical accounting policies and estimates are described in the Company’s 2019 Annual Report.

For additional information about our critical accounting policies and estimates, see the disclosure included in the Company’s 2019 Annual Report, as well as Note 1. – Basis of Reporting in the notes to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the information about market risk set forth in the Company’s 2019 Annual Report. The COVID-19 pandemic does present new and emerging uncertainty to the financial markets. See further discussion in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 1A., Risk Factors, of this Quarterly Report on Form 10-Q.

Item 4: Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective in ensuring that material information relating to the Company required to be disclosed in the Company’s periodic SEC filings is made known to them in a timely manner.

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Changes in Internal Controls over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that our controls and procedures will detect all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained.

Part II: Other Information

Item 1: Legal Proceedings

We are party to legal proceedings which arise in the ordinary course of business. We believe that the outcome of such matters, individually and in the aggregate, will not have a material adverse effect on our condensed consolidated financial position.

Item 1A: Risk Factors

Except as set forth below, as of the date of this report, there have been no material changes with respect to those risk factors previously disclosed in our 2019 Annual Report.

The impact of COVID-19 and related risks could materially affect our results of operations, financial position or liquidity.

Beginning in March 2020, the pandemic related to the novel coronavirus COVID-19 began to impact the global economy. Because of the size and breadth of this pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and may not emerge for some time. Risks presented by the ongoing effects of COVID-19 could include, without limitation, the following:

●

Revenues. The impact of COVID-19 on general economic activity has negatively impacted our premium volumes in the second and third quarters of 2020, and may continue to negatively impact our premium volumes to a degree that will vary based on the extent and duration of any economic contraction or related behavioral changes.

●

Adverse Legislative and/or Regulatory Action. Federal, state and local government actions to address the impact of COVID-19 may continue to adversely affect us. We may become subject to legislative and/or regulatory action that retroactively mandates coverage for losses that our insurance policies were not intended or priced to cover, including business interruption claims, despite terms included in our policies to preclude coverage or that creates presumptions of compensability not otherwise present (including for example in workers’ compensation exposures). Regulatory requirements could also impact pricing, risk selection and our rights and obligations with respect to our policies and insureds, including our ability to cancel policies, collect premiums, or requiring us to refund premiums in a manner not otherwise required.

●

Claims and Claim Adjustment Expenses. We may incur higher claims and claim adjustment expenses in certain lines of business due to increases in claims frequency and/or severity. Short-term and long-term impacts of COVID-19 could impact our various product lines in ways we cannot adequately predict.

●

Losses and Loss Reserves. Anticipated and unknown risks related to COVID-19 may cause uncertainty in the process of estimating losses and loss reserves. As a result, our estimated loss reserves may change. Higher inflation than anticipated could lead to an increase in our loss costs and a need to strengthen loss reserves. Such impacts could be more pronounced for those lines of business requiring a relatively longer period of time to finalize and settle claims.

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●

Investments. The value of corporate, municipal and structured securities (including mortgage-backed securities) in our investment portfolio may be adversely impacted by ratings downgrades, government deficits, increased bankruptcies, credit spread widening, and real estate market disruption/devaluation, or could be subject to impairment as a result of issuer creditworthiness deterioration, default, and/or interest rate increases. Further disruption in global financial markets due to the continuing pandemic could result in net realized investment losses.

●

Operational Disruptions and Heightened Cybersecurity Risks. Our operations could be disrupted if key members of management, a significant percentage of our workforce, or the workforce of certain third parties (including our agents, brokers or service providers) are unable to continue to work because of illness, government directives or otherwise. The interruption of system capabilities for our agents, brokers or service providers could result in deterioration of our ability to perform necessary business functions, and the shift to remote work arrangements by us, our business partners, and our service providers could heighten the risk of cybersecurity or data security incidents.

The extent of the impact of COVID-19 on our business, results of operations, financial position or liquidity will depend largely on future developments, which are highly uncertain and cannot be predicted. To the extent the COVID-19 pandemic continues to adversely affect the U.S. or global economy or adversely affects our business, results of operations, financial position or liquidity, it may also have the effect of increasing the likelihood or magnitude of the other risks described in our 2019 Annual Report or in our other filings with the SEC. Additional risks and uncertainties not currently known to us or that we deem to be immaterial also may materially and adversely affect our business, results of operations, financial position or liquidity.

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

None.

Item 3: Defaults Upon Senior Securities

None.

Item 4: Mine Safety Disclosures

Not applicable

Item 5: Other Information

None.

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Item 6: Exhibits

We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.


	Exhibit Index
Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of ProSight Global, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 29, 2019).
3.2	Amended and Restated Bylaws of ProSight Global, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed July 29, 2019).
4.1	Form of Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K/A filed March 10, 2020).
4.2	Registration Rights Agreement between ProSight Global, Inc. and the Holders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 29, 2019).
10.1	Transition Agreement, dated September 2, 2020, between the Company and Frank Papalia.
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	These certifications are furnished and are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

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.


	ProSight Global, Inc.

Dated: November 10, 2020	By:	/s/ Lawrence Hannon
		Lawrence Hannon
		President and Chief Executive Officer

Dated: November 10, 2020	By:	/s/ Anthony S. Piszel
		Anthony S. Piszel
		Chief Financial Officer

Exhibit 10.1

TRANSITION AGREEMENT

This Transition Agreement (the “Agreement”) is made this 2nd day of September, 2020, by ProSight Global, Inc. (“the “Company”) and Frank Papalia (the “Executive”).

WHEREAS, the Executive has informed the Company of his intent to retire from his role as Chief Legal Officer on December 31, 2020, and the Company has requested that the Executive transition his responsibilities to his successor and provide certain services to the Company after such date, and

WHEREAS the parties agree that the Executive shall continue to be employed until the Termination Date (as defined below) in exchange for certain consideration.

NOW, THEREFORE, in consideration of such services and the mutual covenants and promises herein contained, the Company and the Executive hereby agree as follows:

1. Transition Period and Termination of Employment.

(a) Effective as of December 31, 2020 (the “Transition Date”), the Executive shall resign from his position as Chief Legal Officer of the Company and its subsidiaries. From the Transition Date through August 1, 2021 (the “Termination Date”), the Executive shall serve as Senior Legal Advisor of the Company and its subsidiaries. The period from the Transition Date through the Termination Date shall be referred to as the “Transition Period.” During the Transition Period, the Executive shall continue to be an employee of the Company and shall faithfully perform the duties set forth in Exhibit A (collectively, the “Duties”) devoting up to ten (10) hours per week to such duties.

(b) On the Termination Date, the Executive’s employment with the Company and its subsidiaries and affiliates will terminate and the Executive shall be deemed to have resigned from all positions the Executive holds with the Company. If requested by the Company, the Executive will confirm any such resignations in writing. For the avoidance of doubt, prior to the Termination Date, the Executive shall be an employee of the Company and shall not provide services to any other person, firm or organization, other than services without compensation to not-for-profit organizations that do not interfere with the Executive’s duties or as otherwise approved by the Company.

2. 2020 Bonus and Transition Period Cash Compensation.

(a) 2020 Bonus. The Executive shall be paid a minimum cash bonus in respect of the 2020 performance year based on the level of funding of the 2020 performance pool and the Executive’s current target bonus opportunity of $375,000 (i.e., 75% of his current base salary) (the “2020 Cash Bonus”). The 2020 Cash Bonus shall be paid to the Executive when annual bonuses are paid to similarly situated employees (which is expected to be no later than March 15, 2021), subject to the Executive’s continuous employment through the payment date. For example, if the 2020 performance pool is funded at 100%, then the Executive shall receive a bonus no less than $375,000, and if the 2020 performance pool is funded at 50%, then the Executive shall receive a bonus no less than $187,500.

(b) Base Salary. During the Transition Period, the Executive shall be paid a base salary at an annual rate of $100,000, payable in accordance with the customary payroll practices of the Company as may be in effect from time to time.

(c) Supplemental Compensation. In the event the Executive provides (i) more than forty (40) hours per month of services to the Company during the Transition Period, the Executive will provide a report to the CHRO of the Company including such hours and will receive an additional payment following the end of each such month in order to correct the base salary in the amount of $200 per hour but not to exceed a total of $21,000 per month (the “Monthly Supplemental Compensation”), which will be paid to the Executive in the next payroll cycle following the end of the applicable month in accordance with the payroll practices of the Company, and (ii) more than 700 hours of services to the Company during the Transition Period in the aggregate, the Executive will receive an additional bonus equal to 75% of the sum of (x) base salary and (y) aggregate Monthly Supplemental Compensation, in each case paid to the Executive during the Transition Period, which amount will be paid to the Executive in the next payroll cycle following the end of the Transition Period in accordance with the payroll practices of the Company, provided that, in each case, any period of time during the Transition Period for which the Executive is acting, and be compensated, as the Chief Legal Officer in accordance with Section 2(d) hereof shall not be counted for purposes of determining whether any supplemental compensation is due to the Executive in connection with this Section 2(c).

(d) Continued Chief Legal Officer Service Upon Request. If a new Chief Legal Officer or General Counsel is not in place by the Transition Date and the Chief Executive Officer of the Company requests that the Executive remain in his Chief Legal Officer or General Counsel role, then the Executive agrees to continue in such role and will be paid based on his existing compensation level immediately prior to the Transition Date until the date on which a new General Counsel or Chief Legal Officer assumes such duties, at which time the Executive will be paid in accordance with Section 2(b) and, if applicable, Section 2(c) for the remainder of the Transition Period.

3. Treatment of Outstanding Equity Awards and Shares.

(a) Supplemental RSUs. In connection with the Executive’s transition, the Executive has agreed not to receive any long-term incentive equity awards in respect of 2021. In exchange therefor and for the other services the Executive has agreed to provide to the Company in connection herewith, subject to Section 4 and the Executive’s continued service to the Company through the Termination Date (or in accordance with the provisions of Section 5) and ongoing compliance with the restrictive covenants set forth in Section 6, the Executive’s Supplemental Restricted Stock Units granted to him on July 25, 2019 in connection with the initial public offering (the “IPO”) of the Company’s common stock (the “Supplemental RSUs”) will not be forfeited on the Termination Date, any service conditions applicable to such Supplemental RSUs will be waived, and the Supplemental RSUs will vest on the applicable Vesting Dates (as defined in the Supplemental RSU Award Agreement). A copy of the Executive’s Supplemental RSU Award Agreement evidencing the Supplemental RSUs is attached hereto as Exhibit B.

(b) 2019 LTIP Awards. The RSUs and PSUs granted to Executive on July 25, 2019 as the Executive’s annual long-term incentive award in respect of 2019 (the “2019 LTIP Awards”) will, subject to Section 4 and the Executive’s continued service to the Company through the Termination Date (or in accordance with the provisions of Section 5) and ongoing compliance with the restrictive covenants set forth in Section 6, vest pro-rata on the Termination Date as follows: (i) the unvested RSUs for the applicable Award Tranche (as defined in the 2019 RSU award agreement) during which the Termination Date occurs will vest pro-rata based on the period the Executive was employment during the Award Tranche and (ii) the service conditions applicable to the PSUs will be waived and a pro-rated portion of the PSUs will vest on the Vesting Date (as defined in the 2019 PSU award agreement) based on actual performance with the pro-rated amount determined based on the period of the Executive’s employment from July 25, 2019 through the Vesting Date.

(c) 2020 LTIP Awards. The RSAs and PSAs granted to Executive on February 28, 2020 as the Executive’s annual long-term incentive award in respect of 2020 (the “2020 LTIP Awards”) will, subject to the Executive’s continued service to the Company through the Termination Date (or in accordance with the provisions of Section 5), vest pro-rata on the Termination Date in accordance with the retirement vesting provisions set forth in the award agreements governing such 2020 LTIP Awards.

(d) Shares and Vested RSUs. For the avoidance of doubt, the Executive will retain the shares of Company common stock he holds outright (subject to any applicable transfer restrictions imposed thereon in connection with the IPO) and his vested RSUs granted prior to the IPO following the Termination Date, which vested RSUs will be settled in accordance with the terms under which they were originally granted.

4. Release of Claims. In exchange for the consideration set forth in Sections 3(a) and 3(b) and, if applicable, Section 5(b) of this Agreement, the Executive agrees to sign a general release of claims in favor of the Company, substantially in the form attached hereto as Exhibit C (the “Release”), which Release must be effective within sixty (60) days of the date of the Executive’s termination of employment (the “Release Period”). The payment (or first payment) of any amounts payable contingent upon the effectiveness of the Release shall be made on the first payroll date following the date that the Release becomes effective; provided, that if the Release Period spans two calendar years or if the Release Period plus the first payroll date following the Release Period spans two calendar years, such payments shall be made in the second calendar year on the first payroll date after the Release becomes effective.

5. Termination of Employment Before the Termination Date.

(a) Accrued Amounts. Upon the Executive’s termination of employment for any reason, the Executive will be entitled to receive (i) base salary earned but unpaid through the date of termination, (ii) any accrued and unpaid employee benefits under any plans or programs of the Company, pursuant to the terms of such plans and (iii) any unreimbursed expenses in accordance with the expense reimbursement policy of the Company (the “Accrued Amounts”).

(b) Mutually Agreed Termination Before the Termination Date. If the Executive and the Company mutually agree to terminate the Executive’s employment after the

Transition Date but before the Termination Date, subject to Section 4 and the Executive’s continued service to the Company through such mutually agreed termination date and ongoing compliance with the restrictive covenants set forth in Section 6 with respect to the benefits provided in subsections (iv) of this section, the Executive will be entitled to receive (i) the Accrued Amounts, (ii) to the extent not already paid, the 2020 Bonus as set forth in Section 2(a), (iii) any supplemental compensation due under Section 2(c) of this Agreement, and (iv) the vesting in respect of the Supplemental Restricted Stock Award Agreement, the 2019 LTIP Awards and the 2020 LTIP Awards, as described in Sections 3(a), 3(b) and 3(c) of this Agreement, respectively.

(c) Termination Due to Death or Disability. In the event of the Executive’s death or disability before the Termination Date, the Executive will be entitled to receive (i) the benefits contained in Section 5(b)(i) through (iii) and (ii) the Executive’s Supplemental RSUs and LTIP Awards will immediately vest in full in accordance with the terms of the Supplemental Restricted Stock Award Agreement and the applicable LTIP award agreements.

(d) Termination Without Cause or For Good Reason. In the event the Company terminates the Executive’s employment without Cause (as defined in the 2019 Plan) or Executive resigns his employment for Good Reason (as defined in the 2019 Plan, provided that the Executive agrees that the changes to his position and compensation as agreed hereto in this Agreement shall not constitute “Good Reason”) before the Termination Date, the Executive will be entitled to receive (i) the benefits contained in Section 5(b)(i) through (iii), and (ii) the Executive’s Supplemental RSUs will immediately vest in full in accordance with the terms of the Supplemental Restricted Stock Award Agreement and LTIP Awards will vest pro rata in accordance with the terms of the applicable LTIP award agreements.

(e) Termination for Cause. In the event of the Company terminates the Executive’s employment for Cause before the Termination Date, the Transition Period will end, and the Executive will be entitled to receive the Accrued Amounts. For avoidance of doubt, the Executive will retain all Supplemental RSUs and LTIP Awards that vested prior to the Executive’s termination of employment for Cause.

6. Restrictive Covenants.

(a) The Executive affirms that the restrictive covenants set forth in his Supplemental RSU Award Agreement will continue to apply following the termination of his employment in accordance with their terms.

(b) The Executive further agrees that for the period commencing on the date hereof and ending one (1) year after the termination of the Executive’s employment for any reason, the Executive will not, and will not permit any person or entity with which the Executive is associated, to, without first obtaining the written permission of the Company, directly or indirectly: (a) hold any economic interest in any Competitive Enterprise (other than a passive equity interest of up to 3% in a publicly traded company with a market capitalization of $500 million or more); or (b) manage, control, participate in any way in, consult with or render services to, or otherwise associate with (including as a director, manager, officer, employee, partner, member, consultant, agent or advisor) a Competitive Enterprise. For purposes of this

Agreement, “Competitive Enterprise” shall mean (i) any enterprise engaged in the business of underwriting insurance in the commercial lines property and casualty market to small and medium-sized enterprises in the United States, (ii) any other business that the Company or any of its Affiliates is materially engaged in as of the date of this Agreement and as the business of the Company and its Affiliates evolves during the Executive’s employment, or (iii) any business of the Company and its Affiliates which Executive managed, controlled or developed during the two year period preceding Executive’s termination of employment with the Company; provided, that Section 6(b) shall apply for a period of two (2) years following the termination of the Executive’s employment for any reason with respect to a Competitive Enterprise in which Joseph Beneducci, Lawrence Hannon or Robert Bailey are employed and the non-solicitation covenant in the Executive’s Supplemental RSU Award Agreement shall apply for a period of two (2) years following the termination of the Executive’s employment for any reason with respect to the Executive’s solicitation of Joseph Beneducci, Lawrence Hannon and Robert Bailey to work at a Competitive Enterprise.

7. Section 409A.

(a) Compliance. The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (together with the regulations and guidance thereunder, “Section 409A”); accordingly, to the maximum extent permitted, the Agreement shall be interpreted accordingly. The Parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Executive the after-tax economic equivalent of what otherwise has been provided to the Executive pursuant to the terms of this Agreement, and provided further, that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive by Section 409A or any damages for failing to comply with Section 409A.

(b) Six Month Delay for Specified Employees. If any payment, compensation or other benefit provided to the Executive in connection with the Executive’s employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a specified employee as defined in Section 409A(2)(B)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the Executive’s Termination Date (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain

outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the six-month period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during such six-month period promptly after its conclusion.

(c) Termination as Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment until such termination is also a “separation from service” within the meaning of Section 409A and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service. As permitted by Treasury Regulation 1.409A-1(h)(1)(ii), 49% shall be substituted in lieu of 20% for the average level of bona fide services performed during the immediately preceding 36 month period in order to constitute a “separation from service.”

(d) Payments for Reimbursements, In-Kind Benefits. All reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, however, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(e) Payments within Specified Number of Days. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(f) Installments as Separate Payment. If under this Agreement, an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

8. Miscellaneous Provisions.

(a) Withholding Taxes. The Company shall be entitled to withhold from any amounts to be paid or benefits provided to the Executive hereunder any federal, state, local or foreign withholding, FICA contributions, or other taxes, charges or deductions that the Company is from time to time required to withhold.

(b) Publicity. The Executive shall have the right to review and approve any public announcement of his retirement, including the terms of this Agreement.

(c) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflicts of law. The parties agree that venue is proper in New York.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the Executive’s death, all amounts payable hereunder to the Executive that are then unpaid, shall be paid to the Executive’s beneficiary designated by him in writing to the Company or, in the absence of such designation, to the Executive’s estate.

(e) Entire Agreement. Other than the Supplemental RSU Award Agreement and the LTIP Award Agreements, this Agreement contains the entire understanding of the parties with respect to the subject matter hereto and supersedes any and all prior agreements, arrangements and understandings, whether written or oral, between the Parties with respect thereto. This Agreement may not be altered or modified other than in a writing signed by the Executive and an authorized representative of the Company.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.


	PROSIGHT GLOBAL, INC.

	By:	/s/ Larry Hannon
	Name:	Larry Hannon
	Title:	President and CEO


	EXECUTIVE


	By:	/s/ Frank Papalia
		Frank Papalia

EXHIBIT A

DUTIES

· Assist the Company’s new General Counsel or Chief Legal Officer, as the case may be, in executing his or her duties

· As requested, advise the CEO and GC/CLO in connection with governance matters, including preparation for board and committee meeting

· As requested, advise the Chief Claims Officer in connection with the execution of her duties

· As requested, advise the Company on special projects including financing and M&A activities

· As requested, advise the CHRO and the HR team on employee benefit plan matters or other employment related matters

· Other reasonable duties as may be assigned by the President and CEO of the Company

EXHIBIT B

EXECUTIVE’S SUPPLEMENTAL RSU AWARD AGREEMENT

PROSIGHT GLOBAL, INC.

2019 EQUITY INCENTIVE PLAN

2019 SUPPLEMENTAL RESTRICTED STOCK UNIT AWARD AGREEMENT

This 2019 Supplemental Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based restricted stock units (“RSUs”) by ProSight Global, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the ProSight Global, Inc. 2019 Equity Incentive Plan (as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.

Name of Grantee:	Frank Papalia
Grant Date:	July 25, 2019
2019 Supplemental RSUs:	124,451
Vesting:	The RSUs will vest 25% on the Grant Date, 25% on the two-year anniversary of the Grant Date and 50% on the three-year anniversary of the Grant Date (each such date a “Vesting Date” and each such portion of the award an “Award Tranche”). The second and third Award Tranche of the RSUs will only vest if the Grantee is and has been continuously Employed by the Company from the Grant Date through the applicable Vesting Date. Any unvested RSUs will be forfeited upon the Grantee’s termination of Employment, except: A. Upon the Grantee’s death or Disability, any unvested RSUs will immediately vest; and B. Upon the Grantee’s termination by the Company without Cause or by the Grantee for Good Reason, any unvested RSUs will immediately vest.
Payment:	With respect to the first Award Tranche, the Company will deliver to the Grantee one Share (or, at the election of the Company, cash equal to the Fair Market Value thereof) for each vested RSU on February 28, 2020, subject to applicable tax withholding, provided that such delivery shall take place no later than 30 days following any earlier termination of employment described in paragraph A and B above. With respect to each of the second and third Award Tranche, the Company will deliver to the Grantee one Share (or, at the election of the Company, cash equal to the Fair Market Value thereof) for each vested RSU no later than 30 days after the RSU vests, subject to

	applicable tax withholding (each such date the Shares are so delivered with respect to an Award Tranche, a “Payment Date”).
Dividend Equivalent Rights:	On a Payment Date, the Company will pay to the Grantee a cash amount equal to the product of (1) all cash dividends or other distributions (other than cash dividends or other distributions pursuant to which the RSUs were adjusted pursuant to Section 1.6.3 of the Plan), if any, paid on a Share from the Grant Date to such Payment Date and (2) the number of Shares delivered to the Grantee on such Payment Date (including for this purpose any Shares which would have been delivered on such Payment Date but for being withheld to satisfy tax withholding obligations).
Restrictive Covenants:	Grantee will be subject to the restrictive covenants set forth in Exhibit A, provided that if Grantee is subject to restrictive covenants pursuant to an Employment Agreement (as defined below), the restrictive covenants set forth in the Employment Agreement shall apply.
All Other Terms:	As set forth in the Plan.

The Plan is incorporated herein by reference. Except as otherwise set forth in the Award Agreement, the Award Agreement and the Plan constitute the entire agreement and understanding of the parties with respect to the RSUs. In the event that any provision of the Award Agreement is inconsistent with the Plan, the terms of the Plan will control. Except as specifically provided herein, in the event that any provision of this Award Agreement is inconsistent with any employment agreement or similar agreement between the Grantee and the Company (“Employment Agreement”), the terms of the Employment Agreement will control.

By accepting this award, the Grantee agrees to be subject to the terms and conditions of the Plan and Award Agreement.

This Award Agreement may be executed in counterparts, which together will constitute one and the same original.

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IN WITNESS WHEREOF, the parties have caused this Award Agreement to be duly executed and effective as of the Grant Date.


	ProSight Global, Inc.

	By:	/s/ Frank Bosse
	Name:	Frank Bosse
	Title:	Chief Human Resources Officer

	/s/ Frank Papalia

	Frank Papalia

EXHIBIT A

RESTRICTIVE COVENANTS

Grantee agrees to comply with the following covenants:

1.1 Unauthorized Disclosure.

(a) Company Information. The Grantee agrees that during the Grantee’s employment and thereafter, to hold in the strictest confidence, and not to use, except for the benefit of the Company and its affiliates, or to disclose to any person, firm or corporation without written authorization of the Board, any Company Confidential Information (as defined below), except, in all cases, as otherwise required by applicable law, regulation or legal process. The Grantee understands that “Company Confidential Information” means any of the following applicable to the Company and its affiliates: information that relates to the actual or anticipated business, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer or client lists and customers (including, but not limited to, customers or clients of the Company on which the Grantee called or with which the Grantee may become acquainted during the Grantee’s employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information; provided, however, that Company Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made generally available through no wrongful act of the Grantee or of others. The Grantee acknowledges the highly confidential nature of information regarding the Company’s customers, affiliates, sub-affiliates, employees, agents, independent contractors, suppliers and consultants and agrees that during the Grantee’s employment and thereafter, the Grantee shall not use or allow a third party to use the Company Confidential Information or Associated Third Party Information (as defined below) to directly or indirectly (i) hire, solicit, recruit, or induce to leave the employ the Company any employee, agent, independent contractor or consultant of the Company, (ii) to solicit the business of any clients or customers of the Company (other than on behalf of the Company) or (iii) encourage to terminate or alter any relationship between the Company and any customer, affiliate, sub-affiliate, employee, agent, independent contractor, supplier, consultant or any other person or company. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing in this Agreement or in any other agreement with or policy of the Company shall be applied or construed in a manner which limits or interferes with the Grantee’s rights under applicable law, without notice to or authorization of the Company, to communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, state, or local governmental or law enforcement branch, agency, commission, or entity (collectively, a “Government Entity”) or the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including

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by providing documents or other information, or (iii) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law. The Grantee is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code, known as the Defend Trade Secrets Act, provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to the Grantee’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. All disclosures and activities permitted under this Section 1.1(a) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Grantee be authorized to disclose any Confidential Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or other authorized officer designated by the Company.

(b) Former Employer Information. The Grantee agrees that during his or her employment the Grantee will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former employer or other person or entity. Grantee further agrees that the Grantee will not bring onto the premises of the Company or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any such employer, person, or entity unless consented to in writing by both the Company and such employer, person, or entity.

(c) Third-Party Information. The Grantee recognizes that the Company may have received and in the future may receive from third parties associated with the Company, e.g., the Company’s customers, clients, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”), their confidential or proprietary information (“Associated Third Party Confidential Information”). By way of example, Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such Associated Third Parties. The Grantee agrees at all times during the Grantee’s employment and thereafter to hold in the strictest confidence, and not to use or to disclose to any person, firm, or corporation, any Associated Third Party Confidential Information, except as necessary in carrying out the Grantee’s work for the Company consistent with the Company’s agreement with such Associated Third Parties or as otherwise required by applicable law, regulation or legal process.

1.2 Non-Solicitation. During the period commencing on the date hereof and ending one (1) year after the termination of the Grantee’s employment, the Grantee will not, and will not

A-2

permit any person or entity with which the Grantee is associated to, without first obtaining the written permission of the Board, directly or indirectly:

(a) solicit, except in the normal course of business on behalf of the Company, any of the Company’s customers, clients, employees, non-employee insurance agents, brokers or producers (or individuals who were employees, non-employee insurance agents, brokers or producers within six months of the Grantee’s solicitation) to, as applicable, limit, or cease their business relationships with, or leave their employment or limit their services to, the Company, or attempt to solicit the Company’s customers, clients, employees, non-employee insurance agents, brokers or producers , either for the Grantee or for any other person or entity; or

(b) hire any person who is, or at any time within the twelve (12) month period prior to the termination of the Grantee’s employment was, an employee, independent contractor or consultant of the Company or its affiliates (other than on behalf of the Company or its affiliates), and who reported to or otherwise interacted with the Grantee during Grantee’s employment.

1.3 Returning Company Documents. Upon termination of employment or on demand by the Company during Grantee’s employment, the Grantee shall immediately deliver to the Company, and shall not keep in the Grantee’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any and all of the aforementioned items that were developed by the Grantee pursuant to the Grantee’s employment with the Company, obtained by the Grantee in connection with the Grantee’s employment with the Company, or otherwise belonging to the Company, its successors, or assigns.

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EXHIBIT C

GENERAL RELEASE OF ALL CLAIMS

This General Release of all Claims (this “Agreement”) is entered into by Frank Papalia (“Executive”) on [•] (the “Effective Date”).

In consideration of the promises set forth in the Transition Agreement among Executive and ProSight Global, Inc. (the “Company”) dated ·, 2019, as amended from time to time (the “Transition Agreement”), as well as any promises set forth in this Agreement, Executive and the Company agrees as follows:

(1) Executive’s General Release and Waiver of Claims

For purposes of this Agreement, the “Released Parties” means, individually and collectively, the Company, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., and its subsidiaries and affiliated funds, TPG Partners VI, L.P. and its direct and indirect parent companies, subsidiaries and affiliates, including affiliated investment funds and management companies, and each of such entities’ successors, assigns, current or former employees, officers, directors, owners, shareholders, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs).

Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Transition Agreement, Executive hereby unconditionally and forever releases, discharges and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Executive’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of their affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended; the Equal Pay Act; the Fair Labor Standards Act, as amended; the Family and Medical Leave Act of 1993, as amended; the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the New York State Human Rights Law, the New York Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey

Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law.

Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Transition Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated July 29, 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of this Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law (the “Excluded Obligations”).

(2) Executive’s Release and Waiver of Claims Under the Age Discrimination in Employment Act

Executive acknowledges that the Company hereby advised Executive to consult with an attorney of Executive’s choosing, and through this Agreement advise Executive to consult with Executive’s attorney with respect to possible claims under the ADEA, and Executive acknowledges that Executive understands that the ADEA is a federal statute that prohibits discrimination, on the basis of age, in employment, benefits and benefit plans. Executive wishes to knowingly and voluntarily waive any and all claims under the ADEA that Executive may have, as of the Effective Date, against the Released Parties, and hereby waives such claims. Executive further understands that, by signing this Agreement, Executive is in fact waiving, releasing and forever giving up any claim under the ADEA against the Released Parties that may have existed on or prior to the Effective Date. Executive acknowledges that the Company has informed Executive that Executive has, at his or her option, at least twenty-one (21) days following the Effective Date in which to sign the waiver of this claim under ADEA, which option Executive may waive by signing this Agreement prior to the end of such twenty-one (21) day period. Executive also understands that Executive has seven (7) days following the date on which Executive signs this Agreement within which to revoke the release contained in this paragraph, by providing to the Company a written notice of Executive’s revocation of the release

and waiver contained in this paragraph. Executive further understands that this right to revoke the release contained in this paragraph relates only to this paragraph and does not act as a revocation of any other term of this Agreement.

(3) Proceedings

Executive has not filed, and agrees not to initiate or cause to be initiated on Executive’s behalf, any complaint, charge, claim or proceeding against the Company or any other Released Party before any local, state or federal agency, court or other body relating to the Released Claims (each, individually, a “Proceeding”), and agrees not to participate voluntarily in any Proceeding. Executive waives any right Executive may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. For the avoidance of doubt, this Section 3 shall not apply to the Excluded Obligations.

(4) Remedies

If Executive initiates or voluntarily participates in any Proceeding, or if Executive fails to abide by any of the terms of this Agreement or the restrictive covenants contained in the Transition Agreement, or if Executive revokes the ADEA release contained in Section 2 of this Agreement within the seven (7)-day period provided under Section 2, the Company may, in addition to any other remedies they may have, reclaim any amounts paid to Executive under the termination provisions of the Transition Agreement or terminate any benefits or payments that are subsequently due under the Transition Agreement and are payable based on Executive executing this Agreement, without waiving the release granted herein. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s post-termination obligations under the Transition Agreement or Executive’s obligations under Sections 1, 2 and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual or consequential damage or the necessity of posting a bond. This provision shall not adversely affect any rights Executive may have under the ADEA.

Executive understands that by entering into this Agreement Executive will be limiting the availability of certain remedies that Executive may have against the Company and limiting also Executive’s ability to pursue certain claims against the Company.

(5) Severability Clause

In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

(6) Non-admission

Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Executive, the Company or any of the Released Parties.

(7) Governing Law

The validity, interpretation, construction and performance of this Agreement and disputes or controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the State of New York, irrespective of New York’s choice-of-law principles that would apply the law of any other jurisdiction.

EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS AGREEMENT AND THAT EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF EXECUTIVE’S OWN FREE WILL.

IN WITNESS WHEREOF, the Executive has executed this Agreement as of the date set forth below (or, if Executive does not include a date under Executive’s signature line, the date set forth shall be the date this Agreement, signed by Executive, is received by either of the Company).


	EXECUTIVE


	Name:	Frank Papalia
	Address:	225A Milbank Ave.
		Greenwich, CT 06830


	Dated:
	(signed by Employee) (received by Company)

[Signature Page to General Release]

Exhibit 31.1

Certification of Principal Executive Officer

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)

As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lawrence Hannon, certify that:

1. I have reviewed this report on Form 10-Q of ProSight Global, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer 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)) 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 report is being prepared;

b. 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 report based on such evaluation; and

c. Disclosed in this 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 officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors 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.


Date: November 10, 2020	/s/ Lawrence Hannon
	Lawrence Hannon
	Chief Executive Officer

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)

As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Anthony S. Piszel, certify that:

1. I have reviewed this report on Form 10-Q of ProSight Global, Inc.;

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.


Date: November 10, 2020	/s/ Anthony S. Piszel
	Anthony S. Piszel
	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 on Form 10-Q of ProSight Global, Inc. (the “Company”) for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Lawrence Hannon, as Chief Executive Officer of the Company, and Anthony S. Piszel, as Chief Financial Officer of the Company, hereby certify pursuant to Title 18, Chapter 63, Section 1350 of the United States Code, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

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

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


Date: November 10, 2020	By:	/s/ Lawrence Hannon
	Name:	Lawrence Hannon
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 10, 2020	By:	/s/ Anthony S. Piszel
	Name:	Anthony S. Piszel
	Title:	Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)