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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the Quarterly Period Ended March 31, 2024

OR

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

For the Transition Period from to

001-34809

Commission File Number

 

GLOBAL INDEMNITY GROUP, LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware

85-2619578

(State or other jurisdiction

of incorporation or organization)

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

112 S. French Street, Suite 105

Wilmington, DE 19801

(Address of principal executive office including zip code)

 

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

 

 

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

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

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

 

Large accelerated filer

;

 

Accelerated filer

;

 

 

 

 

 

Non-accelerated filer

;

 

Smaller reporting company

;

 

 

 

 

 

Emerging growth company

 

 

 

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Shares

GBLI

New York Stock Exchange

 

As of April 29, 2024, the registrant had outstanding 9,810,763 Class A Common Shares and 3,793,612 Class B Common SharesClose.

 


 

TABLE OF CONTENTS

 

 

 

 

 

Page

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements:

 

3

 

 

 

 

 

 

 

Consolidated Balance Sheets
As of March 31, 2024 (Unaudited) and December 31, 2023

 

3

 

 

 

 

 

 

 

Consolidated Statements of Operations
Quarters Ended March 31, 2024 (Unaudited) and March 31, 2023 (Unaudited)

 

4

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income
Quarters Ended March 31, 2024 (Unaudited) and March 31, 2023 (Unaudited)

 

5

 

 

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity
Quarters Ended March 31, 2024 (Unaudited) and March 31, 2023 (Unaudited)

 

6

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows
Quarters Ended March 31, 2024 (Unaudited) and March 31, 2023 (Unaudited)

 

7

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

8

 

 

 

 

 

Item 2.

 

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

 

28

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

41

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

41

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

43

 

 

 

 

 

Item 1A.

 

Risk Factors

 

43

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

43

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

43

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

43

 

 

 

 

 

Item 5.

 

Other Information

 

43

 

 

 

 

 

Item 6.

 

Exhibits

 

44

 

 

 

 

 

Signature

 

45

 

 

 

 


 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

delete

GLOBAL INDEMNITY GROUP, LLC

Consolidated Balance Sheets

(In thousands, except share amounts)

 

 

 

(Unaudited)
March 31, 2024

 

 

December 31, 2023

 

ASSETS

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

Available for sale, at fair value (amortized cost: $1,250,975 and $1,322,092; net of allowance for expected credit losses of $0 at March 31, 2024 and December 31, 2023)

 

$

1,226,309

 

 

$

1,293,793

 

Equity securities, at fair value

 

 

17,045

 

 

 

16,508

 

Other invested assets

 

 

34,021

 

 

 

38,236

 

Total investments

 

 

1,277,375

 

 

 

1,348,537

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

38,857

 

 

 

38,037

 

Premium receivables, net of allowance for expected credit losses of $4,423 at March 31, 2024 and $4,796 at December 31, 2023

 

 

92,440

 

 

 

102,158

 

Reinsurance receivables, net of allowance for expected credit losses of $8,992 at March 31, 2024 and December 31, 2023

 

 

77,664

 

 

 

80,439

 

Funds held by ceding insurers

 

 

17,395

 

 

 

16,989

 

Deferred federal income taxes

 

 

33,224

 

 

 

36,802

 

Deferred acquisition costs

 

 

40,231

 

 

 

42,445

 

Intangible assets

 

 

14,368

 

 

 

14,456

 

Goodwill

 

 

4,820

 

 

 

4,820

 

Prepaid reinsurance premiums

 

 

3,229

 

 

 

4,958

 

Receivable for securities matured

 

 

101,091

 

 

 

3,858

 

Lease right of use assets

 

 

9,288

 

 

 

9,715

 

Other assets

 

 

18,260

 

 

 

26,362

 

Total assets

 

$

1,728,242

 

 

$

1,729,576

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Unpaid losses and loss adjustment expenses

 

$

853,602

 

 

$

850,599

 

Unearned premiums

 

 

176,630

 

 

 

182,852

 

Ceded balances payable

 

 

1,651

 

 

 

2,642

 

Federal income tax payable

 

 

1,600

 

 

 

1,595

 

Contingent commissions

 

 

2,598

 

 

 

5,632

 

Lease liabilities

 

 

11,910

 

 

 

12,733

 

Other liabilities

 

 

20,756

 

 

 

24,770

 

Total liabilities

 

$

1,068,747

 

 

$

1,080,823

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

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

 

 

4,000

 

 

 

4,000

 

Common shares: no par value; 900,000,000 common shares authorized; class A common shares issued: 11,082,004 and 11,042,670 respectively; class A common shares outstanding: 9,810,763 and 9,771,429, respectively; class B common shares issued and outstanding: 3,793,612 and 3,793,612, respectively

 

 

 

 

 

 

Additional paid-in capital

 

 

456,179

 

 

 

454,791

 

Accumulated other comprehensive income (loss), net of tax

 

 

(19,995

)

 

 

(22,863

)

Retained earnings

 

 

251,474

 

 

 

244,988

 

Class A common shares in treasury, at cost: 1,271,241 and 1,271,241 shares, respectively

 

 

(32,163

)

 

 

(32,163

)

Total shareholders’ equity

 

 

659,495

 

 

 

648,753

 

Total liabilities and shareholders’ equity

 

$

1,728,242

 

 

$

1,729,576

 

 

See accompanying notes to consolidated financial statements.

 

3


 

GLOBAL INDEMNITY GROUP, LLC

Consolidated Statements of Operations

(In thousands, except shares and per share data)

 

 

 

(Unaudited)
Quarters Ended March 31,

 

 

 

2024

 

 

2023

 

Revenues:

 

 

 

 

 

 

Gross written premiums

 

$

93,488

 

 

$

122,985

 

Ceded written premiums

 

 

(1,403

)

 

 

(7,124

)

Net written premiums

 

 

92,085

 

 

 

115,861

 

Change in net unearned premiums

 

 

4,494

 

 

 

24,211

 

Net earned premiums

 

 

96,579

 

 

 

140,072

 

Net investment income

 

 

14,520

 

 

 

12,008

 

Net realized investment gains (losses)

 

 

847

 

 

 

(1,520

)

Other income

 

 

345

 

 

 

354

 

Total revenues

 

 

112,291

 

 

 

150,914

 

 

 

 

 

 

 

 

Losses and Expenses:

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

53,384

 

 

 

88,001

 

Acquisition costs and other underwriting expenses

 

 

38,269

 

 

 

53,478

 

Corporate and other operating expenses

 

 

6,373

 

 

 

6,368

 

Income before income taxes

 

 

14,265

 

 

 

3,067

 

Income tax expense

 

 

2,899

 

 

 

573

 

Net income

 

$

11,366

 

 

$

2,494

 

Less: preferred stock distributions

 

 

110

 

 

 

110

 

Net income available to common shareholders

 

$

11,256

 

 

$

2,384

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

Net income available to common shareholders

 

 

 

 

 

 

Basic

 

$

0.83

 

 

$

0.17

 

Diluted

 

$

0.82

 

 

$

0.17

 

Weighted-average number of shares outstanding

 

 

 

 

 

 

Basic

 

 

13,579,210

 

 

 

13,670,732

 

Diluted

 

 

13,687,412

 

 

 

13,929,146

 

Cash distributions declared per common share

 

$

0.35

 

 

$

0.25

 

 

 

See accompanying notes to consolidated financial statements.

 

4


 

GLOBAL INDEMNITY GROUP, LLC

Consolidated Statements of Comprehensive Income

(In thousands)

 

 

 

(Unaudited)
Quarters Ended March 31,

 

 

 

2024

 

 

2023

 

Net income

 

$

11,366

 

 

$

2,494

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

Unrealized holding gains

 

 

2,914

 

 

 

8,157

 

Reclassification adjustment for losses included in net income

 

 

22

 

 

 

487

 

Unrealized foreign currency translation losses

 

 

(68

)

 

 

(201

)

Other comprehensive income, net of tax

 

 

2,868

 

 

 

8,443

 

 

 

 

 

 

 

 

Comprehensive income, net of tax

 

$

14,234

 

 

$

10,937

 

 

See accompanying notes to consolidated financial statements.

 

5


 

GLOBAL INDEMNITY GROUP, LLC

 

Consolidated Statements of Changes in Shareholders’ Equity

(In thousands, except share amounts)

 

 

 

(Unaudited)
Quarters Ended March 31,

 

 

 

2024

 

 

2023

 

Number of Series A Cumulative Fixed Rate Preferred Shares

 

 

 

 

 

 

Number at beginning and end of period

 

 

4,000

 

 

 

4,000

 

Number of class A common shares issued:

 

 

 

 

 

 

Number at beginning of period

 

 

11,042,670

 

 

 

10,876,041

 

Common shares issued under share incentive plans, net of forfeitures

 

 

13,889

 

 

 

25,913

 

Common shares issued to directors

 

 

25,445

 

 

 

26,426

 

Number at end of period

 

 

11,082,004

 

 

 

10,928,380

 

Number of class B common shares issued:

 

 

 

 

 

 

Number at beginning and end of period

 

 

3,793,612

 

 

 

3,793,612

 

Par value of Series A Cumulative Fixed Rate Preferred Shares

 

 

 

 

 

 

Balance at beginning and end of period

 

$

4,000

 

 

$

4,000

 

Additional paid-in capital:

 

 

 

 

 

 

Balance at beginning of period

 

$

454,791

 

 

$

451,305

 

Share compensation plans

 

 

1,388

 

 

 

1,080

 

Balance at end of period

 

$

456,179

 

 

$

452,385

 

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

 

 

 

 

 

 

Balance at beginning of period

 

$

(22,863

)

 

$

(43,058

)

Other comprehensive income:

 

 

 

 

 

 

Change in unrealized holding gains

 

 

2,936

 

 

 

8,644

 

Unrealized foreign currency translation losses

 

 

(68

)

 

 

(201

)

Other comprehensive income

 

 

2,868

 

 

 

8,443

 

Balance at end of period

 

$

(19,995

)

 

$

(34,615

)

Retained earnings:

 

 

 

 

 

 

Balance at beginning of period

 

$

244,988

 

 

$

233,468

 

Net income

 

 

11,366

 

 

 

2,494

 

Preferred share distributions

 

 

(110

)

 

 

(110

)

Distributions to shareholders ($0.35 and $0.25 per share per quarter in 2024 and 2023, respectively)

 

 

(4,770

)

 

 

(3,346

)

Balance at end of period

 

$

251,474

 

 

$

232,506

 

Number of treasury shares:

 

 

 

 

 

 

Number at beginning of period

 

 

1,271,241

 

 

 

802,381

 

Class A common shares purchased

 

 

 

 

 

253,302

 

Number at end of period

 

 

1,271,241

 

 

 

1,055,683

 

Treasury shares, at cost:

 

 

 

 

 

 

Balance at beginning of period

 

$

(32,163

)

 

$

(19,486

)

Class A common shares purchased, at cost

 

 

 

 

 

(6,552

)

Balance at end of period

 

$

(32,163

)

 

$

(26,038

)

Total shareholders’ equity

 

$

659,495

 

 

$

628,238

 

 

See accompanying notes to consolidated financial statements.

 

6


 

GLOBAL INDEMNITY GROUP, LLC

Consolidated Statements of Cash Flows

(In thousands)

 

 

 

(Unaudited)
Quarters Ended March 31,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

11,366

 

 

$

2,494

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Amortization and depreciation

 

 

1,305

 

 

 

1,687

 

Restricted stock and stock option expense

 

 

1,388

 

 

 

1,080

 

Deferred federal income taxes

 

 

2,899

 

 

 

573

 

Amortization of bond premium and discount, net

 

 

(4,258

)

 

 

(547

)

Net realized investment losses (gains)

 

 

(847

)

 

 

1,520

 

Loss (income) from equity method investments, net of distributions

 

 

(390

)

 

 

82

 

Changes in:

 

 

 

 

 

 

Premium receivables, net

 

 

9,718

 

 

 

14,119

 

Reinsurance receivables, net

 

 

2,775

 

 

 

(1,051

)

Funds held by ceding insurers

 

 

(492

)

 

 

1,598

 

Unpaid losses and loss adjustment expenses

 

 

3,003

 

 

 

25,116

 

Unearned premiums

 

 

(6,222

)

 

 

(27,408

)

Ceded balances payable

 

 

(991

)

 

 

(11,244

)

Other assets and liabilities

 

 

2,508

 

 

 

(7,386

)

Contingent commissions

 

 

(3,034

)

 

 

(5,044

)

Federal income tax payable

 

 

5

 

 

 

 

Deferred acquisition costs

 

 

2,214

 

 

 

6,540

 

Prepaid reinsurance premiums

 

 

1,729

 

 

 

3,197

 

Net cash provided by operating activities

 

 

22,676

 

 

 

5,326

 

Cash flows from investing activities:

 

 

 

 

 

 

Proceeds from sale of fixed maturities

 

 

20,759

 

 

 

44,381

 

Proceeds from maturity of fixed maturities

 

 

125,566

 

 

 

17,515

 

Proceeds from maturity of preferred stock

 

 

334

 

 

 

270

 

Proceeds from other invested assets

 

 

4,604

 

 

 

425

 

Purchases of fixed maturities

 

 

(168,208

)

 

 

(60,426

)

Purchases of equity securities

 

 

 

 

 

(19

)

Net cash provided by (used for) investing activities

 

 

(16,945

)

 

 

2,146

 

Cash flows from financing activities:

 

 

 

 

 

 

Distributions paid to common shareholders

 

 

(4,801

)

 

 

(3,919

)

Distributions paid to preferred shareholders

 

 

(110

)

 

 

(110

)

Purchases of class A common shares

 

 

 

 

 

(6,552

)

Net cash used for financing activities

 

 

(4,911

)

 

 

(10,581

)

Net change in cash and cash equivalents

 

 

820

 

 

 

(3,109

)

Cash and cash equivalents at beginning of period

 

 

38,037

 

 

 

38,846

 

Cash and cash equivalents at end of period

 

$

38,857

 

 

$

35,737

 

 

See accompanying notes to consolidated financial statements.

 

7


 

1.
Principles of Consolidation and Basis of Presentation

 

Global Indemnity Group, LLC (“Global Indemnity”, "GBLI", or “the Company”), a Delaware limited liability company formed on June 23, 2020, replaced Global Indemnity Limited, incorporated in the Cayman Islands as an exempted company with limited liability, as the ultimate parent company of the Global Indemnity group of companies as a result of a redomestication transaction completed on August 28, 2020. Global Indemnity Group, LLC’s class A common shares are publicly traded on the New York Stock Exchange under the ticker symbol GBLI. Global Indemnity Group, LLC’s predecessors have been publicly traded since 2003.

 

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

 

The unaudited consolidated financial statements include all adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair statement of results for the interim periods. Results of operations for the quarters ended March 31, 2024 and 2023 are not necessarily indicative of the results of a full year. The accompanying notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s 2023 Annual Report on Form 10-K.

 

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

 

2.
Restructuring

The Company restructured its insurance operations to strengthen its market presence and enhance its focus on GBLI’s core products. As a result, the Company exited its four brokerage divisions: Professional Liability, Excess Casualty, Environmental, and Middle Market Property. The Company ceased writing new business and non-renewed existing policies for these four divisions. The restructuring plan, which was initiated in the fourth quarter of 2022, was completed in the first quarter of 2023.

 

In connection with the restructuring plan, the Company incurred restructuring costs of $3.4 million in 2022 and $2.0 million in 2023 for total restructuring costs of $5.4 million. No additional restructuring costs were incurred during the quarter ended March 31, 2024. The liability related to the restructuring plan was less than $0.1 million at December 31, 2023. This liability was paid during the quarter ended March 31, 2024.

 

 

8


 

3.
Investments

 

The amortized cost and estimated fair value of the Company’s fixed maturities securities were as follows as of March 31, 2024 and December 31, 2023:

 

(Dollars in thousands)

 

Amortized
Cost

 

 

Allowance for Expected Credit Losses

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair Value

 

As of March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

547,350

 

 

$

 

 

$

36

 

 

$

(2,843

)

 

$

544,543

 

Obligations of states and political subdivisions

 

 

24,280

 

 

 

 

 

 

 

 

 

(1,188

)

 

 

23,092

 

Mortgage-backed securities

 

 

61,200

 

 

 

 

 

 

486

 

 

 

(4,144

)

 

 

57,542

 

Asset-backed securities

 

 

203,449

 

 

 

 

 

 

687

 

 

 

(4,441

)

 

 

199,695

 

Commercial mortgage-backed securities

 

 

82,027

 

 

 

 

 

 

15

 

 

 

(4,271

)

 

 

77,771

 

Corporate bonds

 

 

230,387

 

 

 

 

 

 

168

 

 

 

(5,891

)

 

 

224,664

 

Foreign corporate bonds

 

 

102,282

 

 

 

 

 

 

45

 

 

 

(3,325

)

 

 

99,002

 

Total fixed maturities

 

$

1,250,975

 

 

$

 

 

$

1,437

 

 

$

(26,103

)

 

$

1,226,309

 

 

(Dollars in thousands)

 

Amortized
Cost

 

 

Allowance for Expected Credit Losses

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair Value

 

As of December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

497,099

 

 

$

 

 

$

515

 

 

$

(3,391

)

 

$

494,223

 

Obligations of states and political subdivisions

 

 

27,326

 

 

 

 

 

 

 

 

 

(1,176

)

 

 

26,150

 

Mortgage-backed securities

 

 

63,173

 

 

 

 

 

 

229

 

 

 

(4,475

)

 

 

58,927

 

Asset-backed securities

 

 

207,375

 

 

 

 

 

 

668

 

 

 

(5,091

)

 

 

202,952

 

Commercial mortgage-backed securities

 

 

84,062

 

 

 

 

 

 

12

 

 

 

(4,994

)

 

 

79,080

 

Corporate bonds

 

 

298,526

 

 

 

 

 

 

116

 

 

 

(6,929

)

 

 

291,713

 

Foreign corporate bonds

 

 

144,531

 

 

 

 

 

 

40

 

 

 

(3,823

)

 

 

140,748

 

Total fixed maturities

 

$

1,322,092

 

 

$

 

 

$

1,580

 

 

$

(29,879

)

 

$

1,293,793

 

 

As of March 31, 2024 and December 31, 2023, the Company’s investments in equity securities consist of preferred stock in the amounts of $17.0 million and $16.5 million, respectively.

Excluding U.S. treasuries and limited partnerships, the Company did not hold any debt or equity investments in a single issuer in excess of 2.0% and 2.1% of shareholders' equity at March 31, 2024 and December 31, 2023, respectively.

 

The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at March 31, 2024, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

(Dollars in thousands)

 

Amortized
Cost

 

 

Estimated
Fair Value

 

Due in one year or less

 

$

632,837

 

 

$

630,760

 

Due in one year through five years

 

 

247,306

 

 

 

238,850

 

Due in five years through ten years

 

 

12,694

 

 

 

11,330

 

Due after ten years

 

 

11,462

 

 

 

10,361

 

Mortgage-backed securities

 

 

61,200

 

 

 

57,542

 

Asset-backed securities

 

 

203,449

 

 

 

199,695

 

Commercial mortgage-backed securities

 

 

82,027

 

 

 

77,771

 

Total

 

$

1,250,975

 

 

$

1,226,309

 

 

 

9


 

The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of March 31, 2024. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.

 

 

 

Less than 12 months

 

 

12 months or longer

 

 

Total

 

(Dollars in thousands)

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

301,942

 

 

$

(816

)

 

$

148,120

 

 

$

(2,027

)

 

$

450,062

 

 

$

(2,843

)

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

20,092

 

 

 

(1,188

)

 

 

20,092

 

 

 

(1,188

)

Mortgage-backed securities

 

 

5,770

 

 

 

(67

)

 

 

37,528

 

 

 

(4,077

)

 

 

43,298

 

 

 

(4,144

)

Asset-backed securities

 

 

46,385

 

 

 

(474

)

 

 

84,010

 

 

 

(3,967

)

 

 

130,395

 

 

 

(4,441

)

Commercial mortgage-backed securities

 

 

 

 

 

 

 

 

75,207

 

 

 

(4,271

)

 

 

75,207

 

 

 

(4,271

)

Corporate bonds

 

 

23,798

 

 

 

(45

)

 

 

150,118

 

 

 

(5,846

)

 

 

173,916

 

 

 

(5,891

)

Foreign corporate bonds

 

 

4,702

 

 

 

(6

)

 

 

81,790

 

 

 

(3,319

)

 

 

86,492

 

 

 

(3,325

)

Total fixed maturities

 

$

382,597

 

 

$

(1,408

)

 

$

596,865

 

 

$

(24,695

)

 

$

979,462

 

 

$

(26,103

)

 

The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of December 31, 2023. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.

 

 

 

Less than 12 months

 

 

12 months or longer

 

 

Total

 

(Dollars in thousands)

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

 

Gross
Unrealized
Losses

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

55,447

 

 

$

(342

)

 

$

239,254

 

 

$

(3,049

)

 

$

294,701

 

 

$

(3,391

)

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

26,150

 

 

 

(1,176

)

 

 

26,150

 

 

 

(1,176

)

Mortgage-backed securities

 

 

12,432

 

 

 

(406

)

 

 

39,734

 

 

 

(4,069

)

 

 

52,166

 

 

 

(4,475

)

Asset-backed securities

 

 

38,828

 

 

 

(469

)

 

 

108,947

 

 

 

(4,622

)

 

 

147,775

 

 

 

(5,091

)

Commercial mortgage-backed securities

 

 

13

 

 

 

(2

)

 

 

76,467

 

 

 

(4,992

)

 

 

76,480

 

 

 

(4,994

)

Corporate bonds

 

 

34,658

 

 

 

(264

)

 

 

231,816

 

 

 

(6,665

)

 

 

266,474

 

 

 

(6,929

)

Foreign corporate bonds

 

 

7,096

 

 

 

(13

)

 

 

111,750

 

 

 

(3,810

)

 

 

118,846

 

 

 

(3,823

)

Total fixed maturities

 

$

148,474

 

 

$

(1,496

)

 

$

834,118

 

 

$

(28,383

)

 

$

982,592

 

 

$

(29,879

)

 

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

 

 

10


 

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

 

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

 

According to accounting guidance for debt securities in an unrealized loss position, the Company is required to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before the anticipated recovery. If either of these conditions is met, any allowance for expected credit losses is written off and the amortized cost basis is written down to the fair value of the fixed maturity security with any incremental impairment reported in earnings. That new amortized cost basis shall not be adjusted for subsequent recoveries in fair value. Subject to the risks and uncertainties in evaluating the potential impairment of a security's value, the impairment evaluation conducted by the Company as of March 31, 2024 and December 31, 2023 concluded the unrealized losses in the tables above are non-credit losses on securities where management does not intend to sell, and it is more likely than not that the Company will not be required to sell the security before recovery.

 

The Company elected the practical expedient to exclude accrued interest from both the fair value and the amortized cost basis of the available for sale debt securities for the purposes of identifying and measuring an impairment and to not measure an allowance for expected credit losses for accrued interest receivables. Accrued interest receivable is written off through net realized investment gains (losses) at the time the issuer of the bond defaults or is expected to default on payment. The Company made an accounting policy election to present the accrued interest receivable balance with other assets on the Company’s consolidated statements of financial position. Accrued interest receivable related to fixed maturities was $5.4 million and $7.5 million as of March 31, 2024 and December 31, 2023, respectively.

 

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

 

U.S. treasuries – As of March 31, 2024, gross unrealized losses related to U.S. treasuries were $2.843 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, macroeconomic and market analysis is conducted in evaluating these securities. Consideration is given to the interest rate environment, duration and yield curve management of the portfolio, sector allocation and security selection. Based on the analysis performed, the Company did not recognize a credit loss on U.S. treasuries during the period.

 

Obligations of states and political subdivisions – As of March 31, 2024, gross unrealized losses related to obligations of states and political subdivisions were $1.188 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, elements that may influence the performance of the municipal bond market are considered in evaluating these securities such as investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies. Based on the analysis performed, the Company did not recognize a credit loss on obligations of states and political subdivisions during the period.

 

 

11


 

Mortgage-backed securities (“MBS”) – As of March 31, 2024, gross unrealized losses related to mortgage-backed securities were $4.144 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, mortgage-backed securities are modeled to project principal losses under downside, base, and upside scenarios for the economy and home prices. The primary assumption that drives the security and loan level modeling is the Home Price Index (“HPI”) projection. These forecasts incorporate not just national macro-economic trends, but also regional impacts to arrive at the most granular and accurate projections. These assumptions are incorporated into the model as a basis to generate delinquency probabilities, default curves, loss severity curves, and voluntary prepayment curves at the loan level within each deal. The model utilizes HPI-adjusted current loan to value, payment history, loan terms, loan modification history, and borrower characteristics as inputs to generate expected cash flows and principal loss for each bond under various scenarios. Based on the analysis performed, the Company did not recognize a credit loss on mortgage-backed securities during the period.

 

Asset backed securities (“ABS”) - As of March 31, 2024, gross unrealized losses related to asset backed securities were $4.441 million. The weighted average credit enhancement for the Company’s asset backed portfolio is 37.0. This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, every ABS transaction is analyzed on a stand-alone basis. This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction. Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral. The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type. These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss. The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest. Based on the analysis performed, the Company did not recognize a credit loss on asset backed securities during the period.

 

Commercial mortgage-backed securities (“CMBS”) - As of March 31, 2024, gross unrealized losses related to the CMBS portfolio were $4.271 million. The weighted average credit enhancement for the Company’s CMBS portfolio is 48.5. This represents the percentage of pool losses that can occur before a commercial mortgage-backed security will incur its first dollar of principal loss. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy. Each loan is analyzed over time using a series of tests to determine if a credit event will occur during the life of the loan. Inherent in this process are several economic scenarios and their corresponding rent/vacancy and capital market states. The five primary credit events that frame the analysis include loan modifications, term default, balloon default, extension, and ability to pay off the balloon. The resulting output is the expected loss adjusted cash flows for each bond under the base case and distressed scenarios. Based on the analysis performed, the Company did not recognize a credit loss on commercial mortgage-backed securities during the period.

 

Corporate bonds - As of March 31, 2024, gross unrealized losses related to corporate bonds were $5.891 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, analysis for this asset class includes maintaining detailed financial models that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on corporate bonds during the period.

 

Foreign bonds – As of March 31, 2024, gross unrealized losses related to foreign bonds were $3.325 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, detailed financial models are maintained that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on foreign bonds during the period.

 

 

12


 

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

 

Accumulated Other Comprehensive Income (Loss), Net of Tax

 

Accumulated other comprehensive income (loss), net of tax, as of March 31, 2024 and December 31, 2023 was as follows:

 

(Dollars in thousands)

 

March 31, 2024

 

 

December 31, 2023

 

Net unrealized gains (losses) from:

 

 

 

 

 

 

Fixed maturities

 

$

(24,666

)

 

$

(28,299

)

Foreign currency fluctuations

 

 

(273

)

 

 

(187

)

Deferred taxes

 

 

4,944

 

 

 

5,623

 

Accumulated other comprehensive income (loss), net of tax

 

$

(19,995

)

 

$

(22,863

)

 

The following tables present the changes in accumulated other comprehensive income (loss), by components, for the quarters ended March 31, 2024 and 2023:

 

Quarter Ended March 31, 2024
(Dollars in thousands)

 

Unrealized Gains and Losses on Available for Sale Securities

 

 

Foreign Currency Items

 

 

Accumulated Other Comprehensive Income (Loss)

 

Beginning balance, net of tax

 

$

(22,715

)

 

$

(148

)

 

$

(22,863

)

Other comprehensive income (loss) before reclassification, before tax

 

 

3,608

 

 

 

(86

)

 

 

3,522

 

Amounts reclassified from accumulated other comprehensive income, before tax

 

 

25

 

 

 

 

 

 

25

 

Other comprehensive income (loss), before tax

 

 

3,633

 

 

 

(86

)

 

 

3,547

 

Income tax benefit (expense)

 

 

(697

)

 

 

18

 

 

 

(679

)

Ending balance, net of tax

 

$

(19,779

)

 

$

(216

)

 

$

(19,995

)

 

Quarter Ended March 31, 2023
(Dollars in thousands)

 

Unrealized Gains and Losses on Available for Sale Securities

 

 

Foreign Currency Items

 

 

Accumulated Other Comprehensive Income (Loss)

 

Beginning balance, net of tax

 

$

(42,958

)

 

$

(100

)

 

$

(43,058

)

Other comprehensive income (loss) before reclassification, before tax

 

 

10,128

 

 

 

(254

)

 

 

9,874

 

Amounts reclassified from accumulated other comprehensive income, before tax

 

 

606

 

 

 

 

 

 

606

 

Other comprehensive income (loss), before tax

 

 

10,734

 

 

 

(254

)

 

 

10,480

 

Income tax benefit (expense)

 

 

(2,090

)

 

 

53

 

 

 

(2,037

)

Ending balance, net of tax

 

$

(34,314

)

 

$

(301

)

 

$

(34,615

)

 

 

The reclassifications out of accumulated other comprehensive income (loss) for the quarters ended March 31, 2024 and 2023 were as follows:

 

 

 

 

 

Amounts Reclassified from
Accumulated Other (Loss)
Comprehensive Income

 

(Dollars in thousands)

 

 

 

Quarters Ended March 31,

 

Details about Accumulated Other
Comprehensive Income Components

 

Affected Line Item in the Consolidated
Statements of Operations

 

2024

 

 

2023

 

Unrealized gains and losses on available for sale securities

 

Other net realized investment losses

 

$

25

 

 

$

606

 

 

 

Income tax benefit

 

 

(3

)

 

 

(119

)

 

 

Total reclassifications, net of tax

 

$

22

 

 

$

487

 

 

 

13


 

 

Net Realized Investment Gains (Losses)

 

The components of net realized investment gains (losses) for the quarters ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Fixed maturities:

 

 

 

 

 

 

Gross realized gains

 

$

6

 

 

$

5

 

Gross realized losses

 

 

(31

)

 

 

(611

)

Net realized gains (losses)

 

 

(25

)

 

 

(606

)

Equity securities:

 

 

 

 

 

 

Gross realized gains

 

 

875

 

 

 

627

 

Gross realized losses

 

 

(3

)

 

 

(1,541

)

Net realized gains (losses)

 

 

872

 

 

 

(914

)

Total net realized investment gains (losses)

 

$

847

 

 

$

(1,520

)

The following table shows the calculation of the portion of realized gains and losses related to equity securities held as of March 31, 2024 and 2023:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

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

 

$

872

 

 

$

(914

)

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

 

 

(11

)

 

 

18

 

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

 

$

883

 

 

$

(932

)

 

The proceeds from sales and redemptions of available for sale and equity securities resulting in net realized investment gains (losses) for the quarters ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Fixed maturities

 

$

20,759

 

 

$

44,381

 

Equity securities

 

 

 

 

 

 

 

 

Net Investment Income

 

The sources of net investment income for the quarters ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Fixed maturities

 

$

13,578

 

 

$

11,460

 

Equity securities

 

 

189

 

 

 

190

 

Cash and cash equivalents

 

 

659

 

 

 

263

 

Other invested assets

 

 

597

 

 

 

467

 

Total investment income

 

 

15,023

 

 

 

12,380

 

Investment expense

 

 

(503

)

 

 

(372

)

Net investment income

 

$

14,520

 

 

$

12,008

 

 

 

14


 

 

The Company’s total investment return on a pre-tax basis for the quarters ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Net investment income

 

$

14,520

 

 

$

12,008

 

Net realized investment gains (losses)

 

 

847

 

 

 

(1,520

)

Change in unrealized holding gains

 

 

3,547

 

 

 

10,480

 

Net realized and unrealized investment returns

 

 

4,394

 

 

 

8,960

 

Total investment return

 

$

18,914

 

 

$

20,968

 

Total investment return % (1)

 

 

1.3

%

 

 

1.6

%

Average investment portfolio (2)

 

$

1,403,878

 

 

$

1,344,886

 

 

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

 

As of March 31, 2024 and December 31, 2023, the Company did not own any fixed maturity securities that were non-income producing for the preceding twelve months.

 

Insurance Enhanced Asset-Backed and Credit Securities

 

As of March 31, 2024, the Company held insurance enhanced municipal bonds with a market value of approximately $4.9 million which represented 0.3% of the Company’s total cash and invested assets, net of receivable for securities matured. The financial guarantors of the Company’s $4.9 million municipal bonds include Assured Guaranty Corporation ($3.7 million) and Ambac Financial Group ($1.2 million).

 

The Company had no direct investments in the entities that have provided financial guarantees or other credit support to any security held by the Company at March 31, 2024.

Bonds Held on Deposit

 

Certain cash and cash equivalents and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral, or were held in trust. The fair values were as follows as of March 31, 2024 and December 31, 2023:

 

 

 

Estimated Fair Value

 

(Dollars in thousands)

 

March 31, 2024

 

 

December 31, 2023

 

On deposit with governmental authorities

 

$

19,089

 

 

$

19,262

 

Held in trust pursuant to third party requirements

 

 

152,896

 

 

 

150,796

 

Total (1)

 

$

171,985

 

 

$

170,058

 

 

(1)
Includes cash and cash equivalents of $9.9 million and $9.0 million at March 31, 2024 and December 31, 2023, respectively, with the remainder related to bonds available for sale.

 

Variable Interest Entities

 

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

 

The Company has interests in three limited partnership investments with a carrying value approximating fair value of $34.0 million and $38.2 million as of March 31, 2024 and December 31, 2023. The Company has a variable interest in two of these

 

15


 

limited partnership investments, for which it is not the primary beneficiary. These investments are accounted for under the equity method since its ownership interest exceeds 3%.

 

The carrying value of one of the Company’s VIE’s, which invests in distressed securities and assets, was $4.0 million as of March 31, 2024 and December 31, 2023. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $18.2 million and $18.3 million at March 31, 2024 and December 31, 2023, respectively. The carrying value and maximum exposure to loss of a second VIE that invests in Real Estate Investment Trust (“REIT”) qualifying assets was $8.6 million and $8.2 million as of March 31, 2024 and December 31, 2023, respectively. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheets with changes in carrying value recorded in the consolidated statements of operations.

4.
Fair Value Measurements

 

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

 

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

 

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

 

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

 

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

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.

 

The following table presents information about the Company’s invested assets measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

 

 

 

Fair Value Measurements

 

As of March 31, 2024
(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

544,543

 

 

$

 

 

$

 

 

$

544,543

 

Obligations of states and political subdivisions

 

 

 

 

 

23,092

 

 

 

 

 

 

23,092

 

Mortgage-backed securities

 

 

 

 

 

57,542

 

 

 

 

 

 

57,542

 

Commercial mortgage-backed securities

 

 

 

 

 

77,771

 

 

 

 

 

 

77,771

 

Asset-backed securities

 

 

 

 

 

199,695

 

 

 

 

 

 

199,695

 

Corporate bonds

 

 

 

 

 

224,664

 

 

 

 

 

 

224,664

 

Foreign corporate bonds

 

 

 

 

 

99,002

 

 

 

 

 

 

99,002

 

Total fixed maturities

 

 

544,543

 

 

 

681,766

 

 

 

 

 

 

1,226,309

 

Equity securities

 

 

 

 

 

17,045

 

 

 

 

 

 

17,045

 

Total assets measured at fair value

 

$

544,543

 

 

$

698,811

 

 

$

 

 

$

1,243,354

 

 

 

16


 

 

 

Fair Value Measurements

 

As of December 31, 2023
(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

494,223

 

 

$

 

 

$

 

 

$

494,223

 

Obligations of states and political subdivisions

 

 

 

 

 

26,150

 

 

 

 

 

 

26,150

 

Mortgage-backed securities

 

 

 

 

 

58,927

 

 

 

 

 

 

58,927

 

Commercial mortgage-backed securities

 

 

 

 

 

79,080

 

 

 

 

 

 

79,080

 

Asset-backed securities

 

 

 

 

 

202,952

 

 

 

 

 

 

202,952

 

Corporate bonds

 

 

 

 

 

291,713

 

 

 

 

 

 

291,713

 

Foreign corporate bonds

 

 

 

 

 

140,748

 

 

 

 

 

 

140,748

 

Total fixed maturities

 

 

494,223

 

 

 

799,570

 

 

 

 

 

 

1,293,793

 

Equity securities

 

 

 

 

 

16,508

 

 

 

 

 

 

16,508

 

Total assets measured at fair value

 

$

494,223

 

 

$

816,078

 

 

$

 

 

$

1,310,301

 

 

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

 

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

 

The following table presents changes in Level 3 investments measured at fair value on a recurring basis for the quarters ended March 31, 2024 and 2023:

 

 

 

Quarters Ended
March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Beginning balance

 

$

 

 

$

4,571

 

Total gains (realized / unrealized):

 

 

 

 

 

 

Included in accumulated other comprehensive income (loss)

 

 

 

 

 

10

 

Included in earnings attributable to realized gains / losses

 

 

 

 

 

(59

)

Transfers into level 3

 

 

 

 

 

 

Transfers out of level 3

 

 

 

 

 

 

Amortization of bond premium and discount, net

 

 

 

 

 

2

 

Purchases

 

 

 

 

 

74

 

Sales

 

 

 

 

 

(263

)

Ending balance

 

$

 

 

$

4,335

 

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

 

$

 

 

$

(59

)

There were no transfers into or out of Level 3 during the quarters ended March 31, 2024 or 2023.

 

17


 

Fair Value of Alternative Investments

 

Other invested assets consist of limited partnerships whose carrying value approximates fair value. The following table provides the fair value and future funding commitments related to these investments at March 31, 2024 and December 31, 2023.

 

 

 

March 31, 2024

 

 

December 31, 2023

 

(Dollars in thousands)

 

Fair Value

 

 

Future Funding
Commitment

 

 

Fair Value

 

 

Future Funding
Commitment

 

European Non-Performing Loan Fund, LP (1)

 

$

3,990

 

 

$

14,214

 

 

$

4,048

 

 

$

14,214

 

Mortgage Debt Fund, LP (2)

 

 

8,619

 

 

 

 

 

 

8,172

 

 

 

 

Global Debt Fund, LP (3)

 

 

21,412

 

 

 

 

 

 

26,016

 

 

 

 

Total

 

$

34,021

 

 

$

14,214

 

 

$

38,236

 

 

$

14,214

 

 

(1)
This limited partnership invests in distressed securities and assets through senior and subordinated, secured and unsecured debt and equity, in both public and private large-cap and middle-market companies. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
(2)
This limited partnership invests in REIT qualifying assets such as mortgage loans, investor property loans, and commercial mortgage loans. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
(3)
This limited partnership invests in performing, stressed or distressed securities and loans across the global fixed income markets. The Company does have the contractual option to withdraw all or a portion of its limited partnership interest by providing notice to the fund. On July 31, 2023, the Company provided the Global Debt Fund, LP with a formal withdrawal request to fully redeem the partnership interest. Partial redemption proceeds of $4.3 million were received during the quarter ended March 31, 2024.

Limited Partnerships with ownership interest exceeding 3%

 

The Company uses the equity method to account for investments in limited partnerships where its ownership interest exceeds 3%. The equity method of accounting for an investment in limited partnerships requires that its cost basis be updated to account for the income or loss earned on the investment. In the Fair Value of Alternative Investments table above, all of the investments are booked on a one quarter lag due to non-availability of data at the time the financial statements are prepared. The investment income (loss) associated with the limited partnerships whose ownership interest exceeds 3% is reflected in the consolidated statements of operations in the amounts of $0.4 million and $0.1 million for the quarters ended March 31, 2024 and 2023, respectively.

Pricing

 

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

 

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

 

Equity security prices are received from primary and secondary exchanges.

 

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

 

Data from commercial vendors is aggregated with market information, then converted into an option adjusted spread (“OAS”) matrix and prepayment model used for collateralized mortgage obligations (“CMO”). CMOs are categorized with mortgage-backed securities in the tables listed above. For asset-backed securities, spread data is derived from trade prices, dealer quotations, and research reports. For both asset classes, evaluations utilize standard inputs plus new issue data, and collateral performance. The evaluated pricing models incorporate cash flows, broker quotes, market trades, historical prepayment speeds, and dealer projected speeds.
For obligations of state and political subdivisions, an attribute-based modeling system is used. The pricing model incorporates trades, market clearing yields, market color, and fundamental credit research.

 

18


 

U.S. treasuries are evaluated by obtaining feeds from a number of live data sources including primary and secondary dealers as well as inter-dealer brokers.
For mortgage-backed securities, various external analytical products are utilized and purchased from commercial vendors.

 

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

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

 

During the quarters ended March 31, 2024 and 2023, the Company has not adjusted quotes or prices obtained from the pricing vendors.

5.
Allowance for Expected Credit Losses - Premium Receivables and Reinsurance Receivables

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

 

The following table is an analysis of the allowance for expected credit losses related to the Company's premium receivables for the quarters ended March 31, 2024 and 2023:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Beginning balance

 

$

4,796

 

 

$

3,322

 

Current period provision for expected credit losses

 

 

194

 

 

 

348

 

Write-offs

 

 

(567

)

 

 

(291

)

Ending balance

 

$

4,423

 

 

$

3,379

 

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

 

The allowance for expected credit losses related to the Company's reinsurance receivables was $9.0 million at March 31, 2024 and December 31, 2023.

 

6.
Income Taxes

 

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

 

As of March 31, 2024, the Company conducts business in the United States where the statutory income tax rate is 21% and in Ireland where the statutory income tax rate is 25% on non-trading income, 33% on capital gains, and 12.5% on trading

 

19


 

income. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense.

The Company’s income before income taxes is derived from its U.S. subsidiaries for the quarters ended March 31, 2024 and 2023.

 

The following table summarizes the components of income tax expense:

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Deferred income tax expense:

 

 

 

 

 

 

U.S. Federal

 

$

2,899

 

 

$

573

 

Total income tax expense

 

$

2,899

 

 

$

573

 

 

The weighted average expected tax provision has been calculated using income before income taxes in each jurisdiction multiplied by that jurisdiction’s applicable statutory tax rate. The following table summarizes the differences between the tax provision for financial statement purposes and the expected tax provision at the weighted average tax rate:

 

 

 

Quarters Ended March 31,

 

 

 

2024

 

 

2023

 

(Dollars in thousands)

 

Amount

 

 

% of Pre-
Tax Income

 

 

Amount

 

 

% of Pre-
Tax Income

 

Expected tax provision at weighted average tax rate

 

$

2,996

 

 

 

21.0

%

 

$

644

 

 

 

21.0

%

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Non-deductible executive compensation

 

 

105

 

 

 

0.7

 

 

 

53

 

 

 

1.7

 

Dividend exclusion

 

 

(16

)

 

 

(0.1

)

 

 

(17

)

 

 

(0.5

)

Parent income treated as partnership for tax

 

 

(194

)

 

 

(1.3

)

 

 

(196

)

 

 

(6.4

)

Meals & Entertainment

 

 

17

 

 

 

0.1

 

 

 

66

 

 

 

2.2

 

Other

 

 

(9

)

 

 

(0.1

)

 

 

23

 

 

 

0.7

 

Effective income tax expense

 

$

2,899

 

 

 

20.3

%

 

$

573

 

 

 

18.7

%

 

The Company has a net operating loss (“NOL”) carryforward of $66.9 million as of March 31, 2024, which begins to expire in 2038 based on when the original NOL was generated. The Company’s NOL carryforward as of December 31, 2023 was $78.8 million.

7.
Liability for Unpaid Losses and Loss Adjustment Expenses

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

 

 

 

Quarters Ended March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Balance at beginning of period

 

$

850,599

 

 

$

832,404

 

Less: Ceded reinsurance receivables

 

 

72,829

 

 

 

73,021

 

Net balance at beginning of period

 

 

777,770

 

 

 

759,383

 

Incurred losses and loss adjustment expenses related to:

 

 

 

 

 

 

Current year

 

 

53,383

 

 

 

88,001

 

Prior years

 

 

1

 

 

 

 

Total incurred losses and loss adjustment expenses

 

 

53,384

 

 

 

88,001

 

Paid losses and loss adjustment expenses related to:

 

 

 

 

 

 

Current year

 

 

5,597

 

 

 

9,617

 

Prior years

 

 

43,769

 

 

 

53,912

 

Total paid losses and loss adjustment expenses

 

 

49,366

 

 

 

63,529

 

Net balance at end of period

 

 

781,788

 

 

 

783,855

 

Plus: Ceded reinsurance receivables

 

 

71,814

 

 

 

73,665

 

Balance at end of period

 

$

853,602

 

 

$

857,520

 

 

 

20


 

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

 

During the first quarter of 2024, the Company's adjustments to prior accident year loss reserves netted to $1 thousand. This consisted of a less than $0.1 million increase related to Penn-America and a less than $0.1 million decrease related to Non-Core Operations.

During the first quarter of 2023, the Company's adjustments to prior accident year loss reserves netted to zero. This consisted of a $2.2 million increase related to Penn-America and a $2.2 million decrease related to Non-Core Operations.

 

The $2.2 million increase in prior accident year loss reserves related to Penn-America primarily consisted of the following:

Property: A $0.6 million decrease primarily recognizes lower than expected claims severity in the 2021 accident year, partially offset by increases in the 2020 and 2022 accident years.
General Liability: A $2.8 million increase mainly reflects higher than expected claims severity in the 2013, 2015 through 2019, 2021 and 2022 accident years.

 

The $2.2 million decrease in prior accident year loss reserves related to Non-Core Operations primarily consisted of the following:

Property: A $0.8 million increase mainly recognizes higher than expected claims severity in the 2019, 2021 and 2022 accident years, partially offset by decreases in the 2016 and 2018 accident years.
General Liability: A $1.9 million decrease primarily recognizes lower than expected claims severity in the 2011, 2017, 2018, 2021 and 2022 accident years.
Reinsurance: A $1.1 million decrease in the property lines from one reinsurance treaty in the 2017 and 2020 accident years based on the reported information from the cedant.

 

8.
Shareholders’ Equity

 

Repurchases of the Company's class A common shares

 

On October 21, 2022, Global Indemnity Group, LLC announced it commenced a share repurchase program beginning in the fourth quarter of 2022. Global Indemnity Group, LLC's Board of Directors has authorized share repurchases of up to $135 million in aggregate under this program that expires on December 31, 2027. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. As of March 31, 2024, the Company’s remaining authorization to repurchase shares is $101.0 million.

 

In addition, Global Indemnity Group, LLC allows employees to surrender class A common shares as payment for the tax liability incurred upon the vesting of restricted stock that was issued under the Company’s share incentive plan in effect at the time of issuance.

 

No class A common shares were surrendered or repurchased during the quarter ended March 31, 2024.

 

 

21


 

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

 

Period (1)

 

Total Number
of Shares
Purchased

 

 

Average
Price Paid
Per Share

 

 

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

 

 

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

 

January 1-31, 2023

 

 

3,302

 

(3)

$

23.31

 

 

 

 

 

 

 

January 1-31, 2023

 

 

250,000

 

(4)

$

25.90

 

 

 

250,000

 

 

 

31,604,066

 

Total

 

 

253,302

 

 

$

25.82

 

 

 

 

 

 

 

 

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

 

There were no class B common shares that were surrendered or repurchased during the quarters ended March 31, 2024 or 2023.

 

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

As of March 31, 2024, Global Indemnity Group, LLC’s class A common shares were held by approximately 140 shareholders of record. There were two holders of record of Global Indemnity Group, LLC’s class B common shares, all of whom are affiliated investment funds of Fox Paine & Company, LLC, as of March 31, 2024. Global Indemnity Group, LLC’s preferred shares were held by 1 holder of record, an affiliate of Fox Paine & Company, LLC, as of March 31, 2024.

 

Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2023 Annual Report on Form 10-K for more information on the Company’s repurchase program.

Distributions

 

Distribution payments of $0.35 per common share were declared during the quarter ended March 31, 2024 as follows:

 

Approval Date

 

Record Date

 

Payment Date

 

Total Distributions Declared
(Dollars in thousands)

 

March 6, 2024

 

March 21, 2024

 

March 28, 2024

 

$

4,752

 

Various (1)

 

Various

 

Various

 

 

18

 

Total

 

 

 

 

 

$

4,770

 

 

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

 

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

 

Approval Date

 

Record Date

 

Payment Date

 

Total Distributions Declared
(Dollars in thousands)

 

March 2, 2023

 

March 24, 2023

 

March 31, 2023

 

$

3,410

 

Various (1)

 

Various

 

Various

 

 

(64

)

Total

 

 

 

 

 

$

3,346

 

 

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

In addition, distributions paid to Global Indemnity Group, LLC's preferred shareholder were $0.1 million in each of the quarters ended March 31, 2024 and 2023.

Accrued distributions on unvested shares, which were included in other liabilities on the consolidated balance sheets, were $0.2 million and $0.3 million as of March 31, 2024 and December 31, 2023, respectively. Accrued preferred distributions

 

22


 

were less than $0.1 million as of both March 31, 2024 and December 31, 2023 and were included in other liabilities on the consolidated balance sheets.

Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2023 Annual Report on Form 10-K for more information on the Company’s distribution program.

9.
Related Party Transactions

Fox Paine Entities

 

Pursuant to Global Indemnity Group, LLC’s Limited Liability Company Agreement (“LLCA”), Fox Paine Capital Fund II International, L.P. (the “Fox Paine Fund”), together with Fox Mercury Investments, L.P. and certain of its affiliates (the “FM Entities”), and Fox Paine & Company LLC (collectively, the “Fox Paine Entities”) currently constitute a Class B Majority Shareholder (as defined in the LLCA) and, as such, have the right to appoint a number of Global Indemnity Group, LLC’s directors equal in aggregate to the pro rata percentage of the voting power in Global Indemnity Group, LLC beneficially held by the Fox Paine Entities, rounded up to the nearest whole number of directors. The Fox Paine Entities beneficially own shares representing approximately 83.8% of the voting power of Global Indemnity Group, LLC as of March 31, 2024. The Fox Paine Entities control the appointment or election of all of Global Indemnity Group, LLC’s Directors due to the LLCA and their controlling share ownership. Global Indemnity Group, LLC’s Chairman is the Chief Executive and founder of Fox Paine & Company, LLC.

 

Management fee expense of $0.8 million was incurred during each of the quarters ended March 31, 2024 and 2023. Prepaid management fees, which were included in other assets on the consolidated balance sheets, were $1.4 million and $2.1 million as of March 31, 2024 and December 31, 2023, respectively.

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

 

10.
Commitments and Contingencies

 

Legal Proceedings

 

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

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

 

 

23


 

Commitments

 

In 2014, the Company entered into a $50 million commitment to purchase an alternative investment vehicle which is comprised of European non-performing loans. As of March 31, 2024, the Company has funded $35.8 million of this commitment leaving $14.2 million as unfunded. Since the investment period has concluded, the Company does not expect any capital calls will be made prospectively.

 

Other Commitments

 

The Company is party to a Management Agreement, as amended, with Fox Paine & Company, LLC, whereby in connection with certain management services provided to it by Fox Paine & Company, LLC, the Company agreed to pay an annual management fee to Fox Paine & Company, LLC. See Note 9 above for additional information pertaining to this management agreement.

11.
Share-Based Compensation Plans

Options

During the quarter ended March 31, 2024, the Company granted 550,000 Time-Based Stock Options at an average strike price of $30.73. Of this amount, 200,000 Time-Based Stock Options will vest in four equal tranches of 25% on the first business day of each quarter in 2024. The remaining 350,000 Time-Based Stock Options will vest one-third on each of March 6, 2025, March 6, 2026, and March 6, 2027. No stock options were granted during the quarter ended March 31, 2023. No unvested stock options were forfeited during the quarters ended March 31, 2024 or 2023.

Restricted Shares / Restricted Stock Units

There were no restricted class A common shares or restricted stock units granted to key employees during the quarters ended March 31, 2024 and 2023. There were no restricted class A common shares or restricted stock units forfeited during the quarters ended March 31, 2024 and 2023.

There were 13,889 and 25,913 restricted stock units that vested during the quarters ended March 31, 2024 and 2023, respectively. Upon vesting, the restricted stock units converted to restricted class A common shares.

During the quarters ended March 31, 2024 and 2023, the Company granted 25,445 and 26,426 class A common shares, respectively, at a weighted average grant date value of $29.88 and $25.46 per share, respectively, to non-employee directors of the Company under the Plan. All shares granted to non-employee directors of the Company are fully vested but are subject to certain restrictions.

Rule 10b5-1 Trading Plans

The Company did not have any Rule 10b5-1 Trading Plans in place during the quarters ended March 31, 2024 and 2023.

 

24


 

12.
Earnings Per Share

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

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

 

 

 

Quarters Ended
March 31,

 

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

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net income

 

$

11,366

 

 

$

2,494

 

Less: preferred stock distributions

 

 

110

 

 

 

110

 

Net income available to common shareholders

 

$

11,256

 

 

$

2,384

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

Weighted average shares for basic earnings per share

 

 

13,579,210

 

 

 

13,670,732

 

Non-vested restricted stock units

 

 

47,335

 

 

 

103,407

 

Options

 

 

60,867

 

 

 

155,007

 

Weighted average shares for diluted earnings per share

 

 

13,687,412

 

 

 

13,929,146

 

 

 

 

 

 

 

 

Earnings per share - Basic

 

$

0.83

 

 

$

0.17

 

Earnings per share - Diluted

 

$

0.82

 

 

$

0.17

 

 

The weighted average shares outstanding used to determine dilutive earnings per share does not include 550,000 options and 346,667 options for the quarters ended March 31, 2024 and 2023, respectively, which were deemed to be anti-dilutive.

 

13.
Segment Information

 

During the fourth quarter of 2023, the Company restructured its insurance operations to strengthen its market presence and enhance GBLI's focus on core products and made the decision to manage the business through two segments, Penn-America and Non-Core Operations. Management believes these segments allow users of the Company’s financial statements to better understand the Company's performance, better assess prospects for future net cash flows, and make more informed judgments about the Company as a whole. Segment results for prior years have been revised to reflect these changes.

 

The Company manages the distribution of its core product offerings through Penn-America. Penn-America offers specialty property and casualty products designed for GBLI's Wholesale Commercial, Programs, InsurTech, and Assumed Reinsurance product offerings. The Company also has a Non-Core Operations segment that contains lines of business that have been de-emphasized or are no longer being written.

 

 

25


 

The following are tabulations of business segment information for the quarters ended March 31, 2024 and 2023. Corporate information is included to reconcile segment data to the consolidated financial statements.

 

Quarter Ended March 31, 2024
(Dollars in thousands)

 

Penn-
America

 

 

Non-Core Operations

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

Gross written premiums

 

$

94,048

 

 

$

(560

)

 

$

93,488

 

Net written premiums

 

$

92,596

 

 

$

(511

)

 

$

92,085

 

Net earned premiums

 

$

89,132

 

 

$

7,447

 

 

$

96,579

 

Other income

 

 

339

 

 

 

6

 

 

 

345

 

Total revenues

 

 

89,471

 

 

 

7,453

 

 

 

96,924

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

48,909

 

 

 

4,475

 

 

 

53,384

 

Acquisition costs and other underwriting expenses

 

 

34,927

 

 

 

3,342

 

 

 

38,269

 

Income (loss) from segments

 

$

5,635

 

 

$

(364

)

 

$

5,271

 

Unallocated Items:

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

14,520

 

Net realized investment gains

 

 

 

 

 

 

 

 

847

 

Corporate and other operating expenses

 

 

 

 

 

 

 

 

(6,373

)

Income before income taxes

 

 

 

 

 

 

 

 

14,265

 

Income tax expense

 

 

 

 

 

 

 

 

(2,899

)

Net income

 

 

 

 

 

 

 

$

11,366

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

$

983,495

 

 

$

597,601

 

 

$

1,581,096

 

Corporate assets

 

 

 

 

 

 

 

 

147,146

 

Total assets

 

 

 

 

 

 

 

$

1,728,242

 

 

 

Quarter Ended March 31, 2023
(Dollars in thousands)

 

Penn-
America

 

 

Non-Core Operations

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

Gross written premiums

 

$

95,412

 

 

$

27,573

 

 

$

122,985

 

Net written premiums

 

$

91,148

 

 

$

24,713

 

 

$

115,861

 

Net earned premiums

 

$

90,612

 

 

$

49,460

 

 

$

140,072

 

Other income

 

 

267

 

 

 

87

 

 

 

354

 

Total revenues

 

 

90,879

 

 

 

49,547

 

 

 

140,426

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

59,278

 

 

 

28,723

 

 

 

88,001

 

Acquisition costs and other underwriting expenses

 

 

34,709

 

 

 

18,769

 

 

 

53,478

 

Income (loss) from segments

 

$

(3,108

)

 

$

2,055

 

 

$

(1,053

)

Unallocated Items:

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

12,008

 

Net realized investment losses

 

 

 

 

 

 

 

 

(1,520

)

Corporate and other operating expenses

 

 

 

 

 

 

 

 

(6,368

)

Income before income taxes

 

 

 

 

 

 

 

 

3,067

 

Income tax expense

 

 

 

 

 

 

 

 

(573

)

Net income

 

 

 

 

 

 

 

$

2,494

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

$

940,617

 

 

$

740,750

 

 

$

1,681,367

 

Corporate assets

 

 

 

 

 

 

 

 

95,911

 

Total assets

 

 

 

 

 

 

 

$

1,777,278

 

 

 

26


 

14.
New Accounting Pronouncements

The Company did not adopt any new accounting pronouncements during the quarter ended March 31, 2024.

 

Please see Note 25 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2023 Annual Report on Form 10-K for more information on accounting pronouncements issued but not yet adopted.

 

27


 

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

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The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of the Company included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please see "Cautionary Note Regarding Forward-Looking Statements" at the end of this Item 2 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein. For more information regarding the Company’s business and operations, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

Financial Highlights

2024 First Quarter Results of Operations

Net income of $11.4 million, or $0.82 per share diluted, in 2024 is $8.9 million higher than the same period in 2023.
Net earned premiums of $96.6 million (Property: 41% and Casualty: 59%) in 2024 is lower than net earned premiums of $140.1 million (Property 33% and Casualty 67%) in 2023 primarily due to the run off of Non-Core business.
Underwriting income was $5.3 million in 2024 which is better than a $1.1 million loss for the same period in 2023 due to strong underwriting results on the Company's property business.
Penn-America accident year combined ratio was 94.0% in 2024 compared to 101.2% for the same period in 2023. Consolidated accident year combined ratio was 94.9% in 2024 compared to 100.6% for the same period in 2023.
Net investment income of $14.5 million in 2024 was 21% better than the same period in 2023. Book yield on the fixed maturities portfolio was 4.3% and 3.6% at March 31, 2024 and 2023, respectively
Operating cash flows was $22.7 million in 2024 compared to $5.3 million for the same period in 2023.

 

2024 First Quarter Consolidated Financial Condition

Total investments, including receivable for securities matured, of $1.4 billion at March 31, 2024 increased 2% compared to December 31, 2023; fixed maturities and cash comprise 96% of total investments.
Total assets of $1.7 billion at March 31, 2024 and December 31, 2023.
No debt at March 31, 2024 and December 31, 2023.
Since the Company's initial public offering in 2003, the total capital returned to shareholders was $614.4 million, comprising $522.2 million of share repurchases and $92.2 million of distributions / dividends. This includes $4.9 million of distributions during 2024.
Shareholders' equity increased 1.7% from December 31, 2023 to $659.5 million at March 31, 2024.
Dividends paid per share increased 40% to $0.35 in 2024 compared to the same period in 2023.
Book value per common share increased 1.4% from December 31, 2023 to $48.18 at March 31, 2024.

 

28


 

 

Results of Operations

 

The Company realized net income of $11.4 million and $2.5 million during the quarters ended March 31, 2024 and 2023, respectively.

Net investment income increased by $2.5 million during the quarter ended March 31, 2024 as compared to the same period in 2023. This increase in net investment income was primarily due to strategies employed by the Company to take advantage of rising interest rates which resulted in a 19% increase in book yield on the fixed maturities portfolio to 4.3% at March 31, 2024 from 3.6% at March 31, 2023. The weighted average duration of the fixed maturities portfolio was 1.1 years as of March 31, 2024.

 

The Company generated strong underwriting income of $5.3 million for the quarter ended March 31, 2024 compared to an underwriting loss of $1.1 million for the same period in 2023. This improvement is primarily driven by strong property results during the quarter ended March 31, 2024.

The following table summarizes the Company’s results for the quarters ended March 31, 2024 and 2023:

 

 

 

Quarters Ended
March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Gross written premiums

 

$

93,488

 

 

$

122,985

 

Net written premiums

 

$

92,085

 

 

$

115,861

 

 

 

 

 

 

 

 

Net earned premiums

 

$

96,579

 

 

$

140,072

 

Other income

 

 

345

 

 

 

354

 

Total revenues

 

 

96,924

 

 

 

140,426

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

53,384

 

 

 

88,001

 

Acquisition costs and other underwriting expenses

 

 

38,269

 

 

 

53,478

 

Underwriting income (loss)

 

 

5,271

 

 

 

(1,053

)

 

 

 

 

 

 

 

Net investment income

 

 

14,520

 

 

 

12,008

 

Net realized investment gains (losses)

 

 

847

 

 

 

(1,520

)

Corporate and other operating expenses

 

 

(6,373

)

 

 

(6,368

)

Income before income taxes

 

 

14,265

 

 

 

3,067

 

 

 

 

 

 

 

 

Income tax expense

 

 

2,899

 

 

 

573

 

Net income

 

$

11,366

 

 

$

2,494

 

 

 

 

 

 

 

 

Underwriting Ratios:

 

 

 

 

 

 

Loss ratio (1):

 

 

55.3

%

 

 

62.8

%

Expense ratio (2)

 

 

39.6

%

 

 

38.2

%

Combined ratio (3)

 

 

94.9

%

 

 

101.0

%

 

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

 

 

29


 

Premiums

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

 

 

 

Quarters Ended
March 31,

 

 

 

 

(Dollars in thousands)

 

2024

 

 

2023

 

 

% Change

 

Gross written premiums (1)

 

 

 

 

 

 

 

 

 

Penn-America

 

$

94,048

 

 

$

95,412

 

 

 

(1.4

%)

Non-Core Operations

 

 

(560

)

 

 

27,573

 

 

 

(102.0

%)

Total gross written premiums

 

$

93,488

 

 

$

122,985

 

 

 

(24.0

%)

 

 

 

 

 

 

 

 

 

 

Ceded written premiums

 

 

 

 

 

 

 

 

 

Penn-America

 

$

1,452

 

 

$

4,264

 

 

 

(65.9

%)

Non-Core Operations

 

 

(49

)

 

 

2,860

 

 

 

(101.7

%)

Total ceded written premiums

 

$

1,403

 

 

$

7,124

 

 

 

(80.3

%)

 

 

 

 

 

 

 

 

 

 

Net written premiums (2)

 

 

 

 

 

 

 

 

 

Penn-America

 

$

92,596

 

 

$

91,148

 

 

 

1.6

%

Non-Core Operations

 

 

(511

)

 

 

24,713

 

 

 

(102.1

%)

Total net written premiums

 

$

92,085

 

 

$

115,861

 

 

 

(20.5

%)

 

 

 

 

 

 

 

 

 

 

Net earned premiums

 

 

 

 

 

 

 

 

 

Penn-America

 

$

89,132

 

 

$

90,612

 

 

 

(1.6

%)

Non-Core Operations

 

 

7,447

 

 

 

49,460

 

 

 

(84.9

%)

Total net earned premiums

 

$

96,579

 

 

$

140,072

 

 

 

(31.1

%)

 

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

 

Gross written premiums decreased by 24.0% for the quarter ended March 31, 2024 as compared to same period in 2023. The decrease in gross written premiums is mainly due to a reduction in premiums within Non-Core Operations for lines of business that have been de-emphasized or no longer written. In addition, within Penn-America, the gross written premiums for Programs decreased primarily due to actions taken in 2023 to improve underwriting results through increased rates and form changes. These reductions in premiums were partially offset by continued growth of 7.1% in aggregate for Penn-America's Wholesale Commercial, InsurTech, and Assumed Reinsurance divisions. The growth in Wholesale Commercial and InsurTech is driven by new agency appointments, organic growth of existing agents, and new products. The growth in Assumed Reinsurance is primarily due to three new treaties entered into during 2023 and increased participation on one treaty.

 

Net Retention

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

 

 

 

Quarters Ended
March 31,

 

 

Point

 

(Dollars in thousands)

 

2024

 

 

2023

 

 

Change

 

Penn-America

 

 

98.5

%

 

 

95.5

%

 

 

3.0

 

Non-Core Operations

 

 

91.3

%

 

 

89.6

%

 

 

1.7

 

Total

 

 

98.5

%

 

 

94.2

%

 

 

4.3

 

 

The net premium retention for the quarter ended March 31, 2024 increased by 4.3 points as compared to the same period in 2023. Penn-America's retention increased by 3.0 points primarily due to the termination of two quota share agreements and lower cost on the Company's catastrophe reinsurance treaty. Cessions on Non-Core Operations were significantly reduced

 

30


 

due to sale of manufactured home and dwelling business in 2021 and the Farm, Ranch and Stable business in 2022. See Note 2 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2023 Annual Report on Form 10-K for additional information on the sale of renewal rights related to the Company’s manufactured and dwelling homes business and the Company's Farm, Ranch & Stable business.

Net Earned Premiums

 

Net earned premiums within the Penn-America segment decreased by 1.6% for the quarter ended March 31, 2024 as compared to the same period in 2023 primarily due to the reduction in premiums written for Programs as a result of underwriting actions taken in 2023 to improve underwriting profitability partially offset by continued premium growth in Penn-America's Wholesale Commercial, InsurTech, and Assumed Reinsurance divisions. Property net earned premiums were $39.9 million and $37.6 million for the quarters ended March 31, 2024 and 2023, respectively. Casualty net earned premiums were $49.2 million and $53.0 million for the quarters ended March 31, 2024 and 2023, respectively.

 

Net earned premiums within the Non-Core Operations segment decreased by 84.9% for the quarter ended March 31, 2024 as compared to the same period in 2023 primarily due to the non-renewal of a casualty treaty as well as a reduction in earned premiums due to the sale of Farm, Ranch & Stable renewal rights on August 8, 2022. Property net earned premiums were less than $0.1 million and $8.8 million for the quarters ended March 31, 2024 and 2023, respectively. Casualty net earned premiums were $7.4 million and $40.7 million for the quarters ended March 31, 2024 and 2023, respectively.

Reserves

 

Amounts recorded for unpaid losses and loss adjustment expenses represent management’s best estimate at March 31, 2024. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross and net reserves of $853.6 million and $781.8 million, respectively, as of March 31, 2024. A breakout of the Company’s gross and net reserves, as of March 31, 2024, is as follows:

 

 

 

Gross Reserves

 

(Dollars in thousands)

 

Case

 

 

IBNR (1)

 

 

Total

 

Penn-America

 

$

132,147

 

 

$

296,078

 

 

$

428,225

 

Non-Core Operations

 

 

118,526

 

 

 

306,851

 

 

 

425,377

 

Total

 

$

250,673

 

 

$

602,929

 

 

$

853,602

 

 

 

 

Net Reserves (2)

 

(Dollars in thousands)

 

Case

 

 

IBNR (1)

 

 

Total

 

Penn-America

 

$

131,735

 

 

$

284,913

 

 

$

416,648

 

Non-Core Operations

 

 

84,746

 

 

 

280,394

 

 

 

365,140

 

Total

 

$

216,481

 

 

$

565,307

 

 

$

781,788

 

 

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

 

Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made. If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s best estimate. For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes management’s best estimate is more likely influenced by changes in severity than frequency. The following table, which the Company believes reflects a reasonable range of variability around its best estimate based on historical loss experience and management’s judgment, reflects the

 

31


 

impact of changes (which could be favorable or unfavorable) in frequency and severity on the Company’s current accident year net loss estimate of $53.4 million for claims occurring during the quarter ended March 31, 2024:

 

 

 

 

 

Severity Change

 

(Dollars in thousands)

 

-10%

 

 

-5%

 

 

0%

 

 

5%

 

 

10%

 

Frequency Change

 

-5%

 

 

(7,741

)

 

 

(5,205

)

 

 

(2,669

)

 

 

(133

)

 

 

2,402

 

 

 

-3%

 

 

(6,780

)

 

 

(4,191

)

 

 

(1,601

)

 

 

988

 

 

 

3,577

 

 

 

-2%

 

 

(6,299

)

 

 

(3,683

)

 

 

(1,068

)

 

 

1,548

 

 

 

4,164

 

 

 

-1%

 

 

(5,819

)

 

 

(3,176

)

 

 

(534

)

 

 

2,109

 

 

 

4,751

 

 

 

0%

 

 

(5,338

)

 

 

(2,669

)

 

 

 

 

 

2,669

 

 

 

5,338

 

 

 

1%

 

 

(4,858

)

 

 

(2,162

)

 

 

534

 

 

 

3,230

 

 

 

5,926

 

 

 

2%

 

 

(4,377

)

 

 

(1,655

)

 

 

1,068

 

 

 

3,790

 

 

 

6,513

 

 

 

3%

 

 

(3,897

)

 

 

(1,148

)

 

 

1,601

 

 

 

4,351

 

 

 

7,100

 

 

 

5%

 

 

(2,936

)

 

 

(133

)

 

 

2,669

 

 

 

5,472

 

 

 

8,274

 

 

The Company’s net reserves for losses and loss adjustment expenses of $781.8 million as of March 31, 2024 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.

Underwriting Results

Penn-America

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

 

 

 

Quarters Ended
March 31,

 

 

 

 

(Dollars in thousands)

 

2024

 

 

2023

 

 

Change

 

Gross written premiums

 

$

94,048

 

 

$

95,412

 

 

 

(1.4

%)

Net written premiums

 

$

92,596

 

 

$

91,148

 

 

 

1.6

%

 

 

 

 

 

 

 

 

 

 

Net earned premiums

 

$

89,132

 

 

$

90,612

 

 

 

(1.6

%)

Other income

 

 

339

 

 

 

267

 

 

 

27.0

%

Total revenues

 

 

89,471

 

 

 

90,879

 

 

 

(1.5

%)

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

48,909

 

 

 

59,278

 

 

 

(17.5

%)

Acquisition costs and other underwriting expenses

 

 

34,927

 

 

 

34,709

 

 

 

0.6

%

Underwriting income (loss)

 

$

5,635

 

 

$

(3,108

)

 

 

281.3

%

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

Current accident year

 

 

54.8

%

 

 

63.0

%

 

 

(8.2

)

Prior accident year

 

 

0.1

%

 

 

2.4

%

 

 

(2.3

)

Calendar year loss ratio

 

 

54.9

%

 

 

65.4

%

 

 

(10.5

)

Expense ratio

 

 

39.2

%

 

 

38.3

%

 

 

0.9

 

Combined ratio

 

 

94.1

%

 

 

103.7

%

 

 

(9.6

)

 

 

 

 

 

 

 

 

 

 

Accident year combined ratio (1)

 

 

94.0

%

 

 

101.2

%

 

 

 

 

 

(1)
The accident year combined ratio excludes the impact of prior accident year losses and loss adjustment expenses and prior accident year contingent commission expenses.

 

32


 

 

Premiums

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

Other Income

Other income was $0.3 million for each of the quarters ended March 31, 2024 and 2023. Other income is primarily comprised of fee income.

Loss Ratio

The calendar year loss ratio for the quarter ended March 31, 2024 was 54.9% and includes an increase of less than $0.1 million, or 0.1 percentage points related to reserve development on prior accident years. The calendar year loss ratio for the quarter ended March 31, 2023 was 65.4% and includes an increase of $2.2 million, or 2.4 percentage points related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.

The current accident year loss ratio improved by 8.2 points from 63.0% for the quarter ended March 31, 2023 to 54.8% for the quarter ended March 31, 2024. The current accident year losses and loss ratio is summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Quarters Ended
March 31,

 

 

 

 

 

Quarters Ended
March 31,

 

 

 

 

 

 

2024

 

 

2023

 

 

% Change

 

 

2024

 

 

2023

 

 

Point Change

 

Property losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-catastrophe

 

$

16,730

 

 

$

22,526

 

 

 

(25.7

%)

 

 

41.9

%

 

 

59.9

%

 

 

(18.0

)

Catastrophe

 

 

3,269

 

 

 

3,305

 

 

 

(1.1

%)

 

 

8.2

%

 

 

8.8

%

 

 

(0.6

)

Property losses

 

 

19,999

 

 

 

25,831

 

 

 

(22.6

%)

 

 

50.1

%

 

 

68.7

%

 

 

(18.6

)

Casualty losses

 

 

28,869

 

 

 

31,244

 

 

 

(7.6

%)

 

 

58.6

%

 

 

58.9

%

 

 

(0.3

)

Total accident year losses

 

$

48,868

 

 

$

57,075

 

 

 

(14.4

%)

 

 

54.8

%

 

 

63.0

%

 

 

(8.2

)

 

The current accident year non-catastrophe property loss ratio improved by 18.0 points during the quarter ended March 31, 2024 as compared to the same period in 2023 mainly reflecting lower claims severity in the first accident quarter compared to last year.

 

The current accident year catastrophe loss ratio improved by 0.6 points during the quarter ended March 31, 2024 as compared to the same period in 2023 recognizing lower claims frequency in the first accident quarter compared to last year.

 

The current accident year casualty loss ratio improved by 0.3 points during the quarter ended March 31, 2024 as compared to the same period in 2023.

Expense Ratios

The expense ratio for the Company’s Penn-America segment increased by 0.9 points from 38.3% for the quarter ended March 31, 2023 to 39.2% for the quarter ended March 31, 2024 primarily due to a reduction in earned premiums.

 

33


 

Reconciliation of non-GAAP financial measures and ratios

 

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

 

 

 

Quarters Ended
March 31,

 

 

 

2024

 

 

2023

 

(Dollars in thousands)

 

Losses

 

 

Loss
Ratio

 

 

Losses

 

 

Loss
Ratio

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

16,730

 

 

 

41.9

%

 

$

22,526

 

 

 

59.9

%

Effect of prior accident year

 

 

105

 

 

 

0.3

%

 

 

(1,562

)

 

 

(4.2

%)

Non catastrophe property losses and ratio (2)

 

$

16,835

 

 

 

42.2

%

 

$

20,964

 

 

 

55.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

3,269

 

 

 

8.2

%

 

$

3,305

 

 

 

8.8

%

Effect of prior accident year

 

 

(44

)

 

 

(0.1

%)

 

 

977

 

 

 

2.6

%

Catastrophe losses and ratio (2)

 

$

3,225

 

 

 

8.1

%

 

$

4,282

 

 

 

11.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

19,999

 

 

 

50.1

%

 

$

25,831

 

 

 

68.7

%

Effect of prior accident year

 

 

61

 

 

 

0.2

%

 

 

(585

)

 

 

(1.6

%)

Total property losses and ratio (2)

 

$

20,060

 

 

 

50.3

%

 

$

25,246

 

 

 

67.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Casualty

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

28,869

 

 

 

58.6

%

 

$

31,244

 

 

 

58.9

%

Effect of prior accident year

 

 

(20

)

 

 

(—

%)

 

 

2,788

 

 

 

5.3

%

Total casualty losses and ratio (2)

 

$

28,849

 

 

 

58.6

%

 

$

34,032

 

 

 

64.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

48,868

 

 

 

54.8

%

 

$

57,075

 

 

 

63.0

%

Effect of prior accident year

 

 

41

 

 

 

0.1

%

 

 

2,203

 

 

 

2.4

%

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

 

$

48,909

 

 

 

54.9

%

 

$

59,278

 

 

 

65.4

%

 

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

 

34


 

Non-Core Operations

The components of income (loss) from the Company’s Non-Core Operations segment and corresponding underwriting ratios are as follows:

 

 

 

Quarters Ended
March 31,

 

 

 

 

(Dollars in thousands)

 

2024

 

 

2023

 

 

Change

 

Gross written premiums

 

$

(560

)

 

$

27,573

 

 

 

(102.0

%)

Net written premiums

 

$

(511

)

 

$

24,713

 

 

 

(102.1

%)

 

 

 

 

 

 

 

 

 

 

Net earned premiums

 

$

7,447

 

 

$

49,460

 

 

 

(84.9

%)

Other income

 

 

6

 

 

 

87

 

 

 

(93.1

%)

Total revenues

 

 

7,453

 

 

 

49,547

 

 

 

(85.0

%)

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

4,475

 

 

 

28,723

 

 

 

(84.4

%)

Acquisition costs and other underwriting expenses

 

 

3,342

 

 

 

18,769

 

 

 

(82.2

%)

Underwriting income (loss)

 

$

(364

)

 

$

2,055

 

 

 

(117.7

%)

 

 

 

 

 

 

 

 

 

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

Current accident year

 

 

60.6

%

 

 

62.5

%

 

 

(1.9

)

Prior accident year

 

 

(0.5

%)

 

 

(4.4

%)

 

 

3.9

 

Calendar year loss ratio

 

 

60.1

%

 

 

58.1

%

 

 

2.0

 

Expense ratio

 

 

44.9

%

 

 

37.9

%

 

 

7.0

 

Combined ratio

 

 

105.0

%

 

 

96.0

%

 

 

9.0

 

 

 

 

 

 

 

 

 

 

 

Accident year combined ratio (1)

 

 

105.5

%

 

 

99.7

%

 

 

 

 

 

(1)
The accident year combined ratio excludes the impact of prior accident year losses and loss adjustment expenses and prior accident year contingent commission expenses.

 

Premiums

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

Other Income

The Company recognized income of less than $0.1 million for each of the quarters ended March 31, 2024 and 2023. Other income is primarily comprised of fee income net of bank fees.

Loss Ratio

The calendar year loss ratio for the quarter ended March 31, 2024 was 60.1% and includes a decrease of less than $0.1 million, or 0.5 percentage points related to reserve development on prior accident years. The calendar year loss ratio for the quarter ended March 31, 2023 was 58.1% and includes a decrease of $2.2 million, or 4.4 percentage points related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.

 

35


 

The current accident year loss ratio improved by 1.9 points from 62.5% for the quarter ended March 31, 2023 to 60.6% for the quarter ended March 31, 2024. The current accident year losses and loss ratio is summarized as follows:

 

(Dollars in thousands)

 

Quarters Ended March 31,

 

 

 

 

 

Quarters Ended March 31,

 

 

 

 

 

 

2024

 

 

2023

 

 

% Change

 

 

2024

 

 

2023

 

 

Point Change

 

Property losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-catastrophe

 

$

17

 

 

$

3,703

 

 

 

(99.5

%)

 

 

27.1

%

 

 

42.1

%

 

 

(15.0

)

Catastrophe

 

 

4

 

 

 

2,165

 

 

 

(99.8

%)

 

 

6.5

%

 

 

24.6

%

 

 

(18.1

)

Property losses

 

 

21

 

 

 

5,868

 

 

 

(99.6

%)

 

 

33.6

%

 

 

66.7

%

 

 

(33.1

)

Casualty losses

 

 

4,494

 

 

 

25,058

 

 

 

(82.1

%)

 

 

60.9

%

 

 

61.6

%

 

 

(0.7

)

Total accident year losses

 

$

4,515

 

 

$

30,926

 

 

 

(85.4

%)

 

 

60.6

%

 

 

62.5

%

 

 

(1.9

)

 

The property loss ratio decreased by 33.1 points during the quarter ended March 31, 2024 as compared to the same period in 2023 reflecting a significant reduction in premiums and current accident year losses due to exiting various lines of business.

 

The current accident year casualty loss ratio improved by 0.7 points during the quarter ended March 31, 2024 as compared to the same period in 2023 reflecting mix of business changes.

Expense Ratio

The expense ratio for the Company’s Non-Core Operations increased by 7.0 points from 37.9% for the quarter ended March 31, 2023 to 44.9% for the quarter ended March 31, 2024 primarily due to lower earned premiums as a result of exiting various lines of business.

 

 

36


 

Reconciliation of non-GAAP financial measures and ratios

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

 

 

 

Quarters Ended
March 31,

 

 

 

2024

 

 

2023

 

(Dollars in thousands)

 

Losses

 

 

Loss Ratio

 

 

Losses

 

 

Loss Ratio

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

17

 

 

 

27.1

%

 

$

3,703

 

 

 

42.1

%

Effect of prior accident year

 

 

(241

)

 

 

(388.7

%)

 

 

(885

)

 

 

(10.1

%)

Non catastrophe property losses and ratio (2)

 

$

(224

)

 

 

(361.6

%)

 

$

2,818

 

 

 

32.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

4

 

 

 

6.5

%

 

$

2,165

 

 

 

24.6

%

Effect of prior accident year

 

 

(14

)

 

 

(22.6

%)

 

 

621

 

 

 

7.1

%

Catastrophe losses and ratio (2)

 

$

(10

)

 

 

(16.1

%)

 

$

2,786

 

 

 

31.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

21

 

 

 

33.6

%

 

$

5,868

 

 

 

66.7

%

Effect of prior accident year

 

 

(255

)

 

 

(411.3

%)

 

 

(264

)

 

 

(3.0

%)

Total property losses and ratio (2)

 

$

(234

)

 

 

(377.7

%)

 

$

5,604

 

 

 

63.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Casualty

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

4,494

 

 

 

60.9

%

 

$

25,058

 

 

 

61.6

%

Effect of prior accident year

 

 

215

 

 

 

2.9

%

 

 

(1,939

)

 

 

(4.8

%)

Total casualty losses and ratio (2)

 

$

4,709

 

 

 

63.8

%

 

$

23,119

 

 

 

56.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

4,515

 

 

 

60.6

%

 

$

30,926

 

 

 

62.5

%

Effect of prior accident year

 

 

(40

)

 

 

(0.5

%)

 

 

(2,203

)

 

 

(4.4

%)

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

 

$

4,475

 

 

 

60.1

%

 

$

28,723

 

 

 

58.1

%

 

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

 

37


 

 

Unallocated Corporate Items

The Company’s fixed income portfolio, excluding cash, continues to maintain high quality with an AA- average rating and a duration of 1.1 years.

Net Investment Income

 

 

 

Quarters Ended
March 31,

 

 

%

 

(Dollars in thousands)

 

2024

 

 

2023

 

 

Change

 

Gross investment income (1)

 

$

15,023

 

 

$

12,380

 

 

 

21.3

%

Investment expenses

 

 

(503

)

 

 

(372

)

 

 

35.2

%

Net investment income

 

$

14,520

 

 

$

12,008

 

 

 

20.9

%

 

(1)
Excludes realized gains and losses

Net investment income increased by 20.9% for the quarter ended March 31, 2024 as compared to the same period in 2023. This increase in net investment income was primarily due to strategies employed by the Company to take advantage of rising interest rates which resulted in a 19% increase in book yield on the fixed maturities portfolio to 4.3% at March 31, 2024 from 3.6% at March 31, 2023.

At March 31, 2024, the Company held asset-backed, mortgage-backed, commercial mortgage-backed and collateralized mortgage obligations with a market value of $335.0 million. Excluding the asset-backed, mortgage-backed, commercial mortgage-backed and collateralized mortgage obligations, the average duration of the Company’s fixed maturities portfolio was 0.9 years as of March 31, 2024, compared with 1.4 years as of March 31, 2023. Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. The Company’s embedded book yield on its fixed maturities, not including cash, was 4.3% as of March 31, 2024, compared to 3.6% as of March 31, 2023. The embedded book yield on the $23.1 million of taxable municipal bonds in the Company’s portfolio was 2.9% at March 31, 2024, compared to an embedded book yield of 3.1% on the Company’s taxable municipal bonds of $31.9 million at March 31, 2023.

Net Realized Investment Gains (Losses)

 

The components of net realized investment gains (losses) for the quarters ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarters Ended
March 31,

 

(Dollars in thousands)

 

2024

 

 

2023

 

Equity securities

 

$

872

 

 

$

(914

)

Fixed maturities

 

 

(25

)

 

 

(606

)

Net realized investment gains (losses)

 

$

847

 

 

$

(1,520

)

 

See Note 3 of the notes to the consolidated financial statements in Item 1 of Part I of this report for an analysis of total investment return on a pre-tax basis for the quarters ended March 31, 2024 and 2023.

Corporate and Other Operating Expenses

 

Corporate and other operating expenses consist of outside legal fees, other professional fees, directors’ fees, management fees & advisory fees, salaries and benefits for holding company personnel, development costs for new products, impairment losses, and taxes incurred which are not directly related to operations. Corporate and other operating expenses were $6.4 million during each of the quarters ended March 31, 2024 and 2023, respectively.

Income Tax Expense

 

Income tax expense was $2.9 million for the quarter ended March 31, 2024 compared with income tax expense of $0.6 million for the quarter ended March 31, 2023. The increase in income tax expense is primarily due to higher taxable income in the Company's U.S. Subsidiaries during the quarter ended March 31, 2024 as compared to the same period in 2023.

 

38


 

 

See Note 6 of the notes to the consolidated financial statements in Item 1 of Part I of this report for a comparison of income tax between periods.

Net Income

The factors described above resulted in net income of $11.4 million and $2.5 million for the quarters ended March 31, 2024 and 2023, respectively.

 

Critical Accounting Estimates and Policies

 

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

 

The most critical accounting policies involve significant estimates and include those used in determining the liability for unpaid losses and loss adjustment expenses, recoverability of reinsurance receivables, investments, fair value measurements, goodwill and intangible assets, deferred acquisition costs, and taxation. For a detailed discussion on each of these policies, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to any of these policies or underlying methodologies during the current year.

Liquidity and Capital Resources

Sources and Uses of Funds

 

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

 

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

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

 

As of March 31, 2024, the Company also had future funding commitments of $14.2 million related to investments that are currently in their harvest period and it is unlikely that a capital call will be made.

The future liquidity of Global Indemnity Group, LLC is dependent on the ability of its subsidiaries to generate income to pay dividends and to pay intercompany debt due to Global Indemnity Group, LLC. The future liquidity of GBLI Holdings, LLC is dependent on the ability of its subsidiaries to generate income to pay dividends as well as receiving reimbursements from its subsidiaries for utilization of net operating losses. Global Indemnity Group, LLC and GBLI Holdings, LLC’s insurance

 

39


 

companies are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See “Regulation - Statutory Accounting Principles” in Item 1 of Part I of the Company’s 2023 Annual Report on Form 10-K. Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. See Note 21 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2023 Annual Report on Form 10-K for further information on dividend limitations related to the Insurance Companies. There were no dividends declared or paid during the quarter ended March 31, 2024.

Cash Flows

 

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

 

The Company’s reconciliation of net income to net cash provided by operations is generally influenced by the following:

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

 

Net cash provided by operating activities was $22.7 million and $5.3 million for the quarters ended March 31, 2024 and 2023, respectively. The increase in operating cash flows of approximately $17.4 million from the prior year was primarily a net result of the following items:

 

 

 

Quarters Ended
March 31,

 

 

 

 

(Dollars in thousands)

 

2024

 

 

2023

 

 

Change

 

Net premiums collected

 

$

101,493

 

 

$

120,397

 

 

$

(18,904

)

Net losses paid

 

 

(47,606

)

 

 

(63,936

)

 

 

16,330

 

Underwriting and corporate expenses

 

 

(43,187

)

 

 

(64,116

)

 

 

20,929

 

Net investment income

 

 

11,976

 

 

 

12,981

 

 

 

(1,005

)

Net cash provided by operating activities

 

$

22,676

 

 

$

5,326

 

 

$

17,350

 

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

Liquidity

 

The Board of Directors approved a distribution payment of $0.35 per common share to all shareholders of record on the close of business on March 21, 2024. Distributions paid to common shareholders were $4.8 million during the quarter ended March 31, 2024. In addition, distributions of $0.1 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the quarter ended March 31, 2024.

 

Investment Portfolio

 

On July 31, 2023, the Company provided the Global Debt Fund, LP with a formal withdrawal request to fully redeem the partnership interest. Partial redemption proceeds of $4.3 million were received during the quarter ended March 31, 2024. The Global Debt Fund, LP had a fair market value of $21.4 million at March 31, 2024.

 

Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s liquidity during the quarter ended March 31, 2024. Please see Item 7 of Part II in the Company’s 2023 Annual Report on Form 10-K for information regarding the Company’s liquidity.

 

40


 

Capital Resources

 

There have been no material changes to the Company’s capital resources during the quarter ended March 31, 2024. Please see Item 7 of Part II in the Company’s 2023 Annual Report on Form 10-K for information regarding the Company’s capital resources.

Off Balance Sheet Arrangements

The Company has no off balance sheet arrangements.

Cautionary Note Regarding Forward-Looking Statements

 

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

 

The Company’s business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. See “Risk Factors” in Item 1A of Part I in the Company’s 2023 Annual Report on Form 10-K for risks, uncertainties and other factors that could cause actual results and experience to differ from those projected. The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

delete

 

Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in interest rates, equity prices, credit risk, illiquidity, foreign exchange rates and commodity prices. The Company’s consolidated balance sheets includes the estimated fair values of assets that are subject to market risk. The Company’s primary market risks are interest rate risk and credit risks associated with investments in fixed maturities, equity price risk associated with investments in equity securities, and foreign exchange risk associated with premium received that is denominated in foreign currencies. The Company has no commodity risk.

 

There have been no material changes to the Company’s market risk since December 31, 2023. The Company’s investment grade fixed income portfolio continues to maintain high quality with an AA- average rating and a duration of 1.1 years.

Please see Item 7A of Part II in the Company’s 2023 Annual Report on Form 10-K for information regarding the Company’s market risk.

Item 4. CONTROLS AND PROCEDURES

delete

Evaluation of Disclosure Controls and Procedures

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

 

41


 

evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2024. Based upon that evaluation, and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

42


 

PART II-OTHER INFORMATION

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

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

Item 1A. Risk Factors

The Company’s results of operations and financial condition are subject to numerous risks and uncertainties described in Item 1A of Part I in the Company’s 2023 Annual Report on Form 10-K, filed with the SEC on March 15, 2024. The risk factors identified therein have not materially changed.

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

 

The Company’s Share Incentive Plan allows employees to surrender the Company’s class A common shares as payment for the tax liability incurred upon the vesting of restricted stock. There were no shares surrendered by the Company’s employees during the quarter ended March 31, 2024.

 

Global Indemnity Group, LLC did not repurchased any shares from third parties under its repurchase program during the quarter ended March 31, 2024.

 

All class A common shares surrendered by the Company's employees or repurchased from third parties under its repurchase program are held as treasury stock and recorded at cost until formally retired.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

delete

None.

 

 

43


 

Item 6. Exhibits

delete

 

 

 

  10.1+

 

Executive Employment Agreement with Brian J. Riley dated October 14, 2004

 

 

 

  31.1+

 

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

 

 

 

  31.2+

 

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

 

 

 

  32.1+

 

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

 

 

 

  32.2+

 

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

 

 

 

101.INS

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document

104

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

 

+ Filed or furnished herewith, as applicable.

 

44


 

SIGNATURE

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

 

 

 

GLOBAL INDEMNITY GROUP, LLC

 

 

Registrant

 

 

 

 

 

 

 

 

 

 

Dated: May 8, 2024

 

By:

 

/s/ Brian J. Riley

 

 

 

 

Brian J. Riley

 

 

 

 

Chief Financial Officer

 

 

 

 

(Authorized Signatory and Principal Financial and Accounting Officer)

 

 

45