Item 7. Management’s Discussion and Analysis
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of Global Indemnity 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 7 and “Risk Factors” in Item 1A above for more information. You should review “Risk Factors” in Item 1A above 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.
Financial Highlights
2023 Consolidated Results of Operations
• Net income of $25.4 million, or $1.84 per share basic and $1.83 per share diluted
• Net earned premium of $473.4 million; Property: 33% and Casualty: 67%
• Penn-America accident year combined ratio of 95.1% for 2023 compared to 96.6% for 2022.
• Net investment income of $55.4 million. Book yield on the fixed maturities portfolio was 4.0%.
• Operating cash flows of $42.9 million
2023 Consolidated Financial Condition
• Total investments of $1.3 billion; fixed maturities and short-term securities comprise 96% of total investments
• Total assets of $1.7 billion
• No debt
• Since the Company's initial public offering in 2003, the total capital returned to shareholders was $609.5 million, comprising $522.2 million of share repurchases and $87.3 million of distributions / dividends. This includes $13.9 million of distributions during 2023.
• Shareholders' equity of $648.8 million
• Book value per common share of $47.53
Overview
The Company operates and manages its business through two business segments: Penn-America and Non-Core Operations.
The Company’s Penn-America products are distributed through approximately 360 wholesale general agents, 2,400 retail agents, and 20,000 direct-to-consumer policies. The Company’s wholesale general agents have limited quoting and binding authority. Penn-America operates in the excess and surplus lines marketplace. Penn-America offers specialty property and casualty products designed for GBLI's Wholesale Commercial, Programs, InsurTech, and Assumed Reinsurance product offerings.
The Company’s Non-Core Operations segment represents lines of business that have been de-emphasized or are no longer being written. Non-Core Operations includes manufactured and dwelling home business, farm, ranch and equine business, specialty personal lines products such as motorcycle, watercraft, and certain homeowners, property brokerage, non-renewed retrocessional reinsurance treaties, several smaller casualty lines, and terminated commercial programs. The two key activities of Non-Core Operations are managing transition service agreements related to the sales of the Company’s renewal rights and handling claims activity and loss reserves on de-emphasized and terminated business. See Note 2 of the notes to consolidated financial statements in Item 8 of Part II of this report for additional information on the sales of the Company’s renewal rights.
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The Company derives its revenues primarily from premiums paid on insurance policies that it writes and from income generated by its investment portfolio, net of fees paid for investment management services. The amount of insurance premiums that the Company receives is a function of the amount and type of policies it writes, as well as prevailing market prices.
The Company’s expenses include losses and loss adjustment expenses, acquisition costs and other underwriting expenses, corporate and other operating expenses, interest, investment expenses, and income taxes. Losses and loss adjustment expenses are estimated by management and reflect the Company’s best estimate of ultimate losses and costs arising during the reporting period and revisions of prior period estimates. The Company records its best estimate of losses and loss adjustment expenses considering both internal and external actuarial analyses of the estimated losses the Company expects to incur on the insurance policies it writes. The ultimate losses and loss adjustment expenses will depend on the actual costs to resolve claims. Acquisition costs consist principally of commissions and premium taxes that are typically a percentage of the premiums on the insurance policies the Company writes, net of ceding commissions earned from reinsurers. Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities. Corporate and other operating expenses are comprised primarily of outside legal fees, other professional and accounting fees, directors’ fees, management fees & advisory fees, and salaries and benefits for company personnel whose services relate to the support of corporate activities. Interest expense is primarily comprised of amounts due on outstanding debt.
Critical Accounting Estimates and Policies
The Company’s consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. See Note 4 of the notes to consolidated financial statements contained in Item 8 of Part II of this report. Actual results could differ from those estimates and assumptions.
The Company believes that of the Company’s significant accounting policies, the following may involve a higher degree of judgment and estimation.
Liability for Unpaid Losses and Loss Adjustment Expenses
Although variability is inherent in estimates, the Company believes that the liability for unpaid losses and loss adjustment expenses reflects Management’s best estimate for future amounts needed to pay losses and related loss adjustment expenses and the impact of its reinsurance coverage with respect to insured events.
In developing losses and loss adjustment expense ("loss" or "losses") reserve estimates, the Company’s actuaries perform detailed reserve analyses each quarter. To perform the analysis, the data is organized at a "reserve category" level. A reserve category can be a line of business such as commercial automobile liability, or it can be a particular type of claim such as construction defect. The reserves within a reserve category level are characterized as long-tail or short-tail. For long-tail business, it will generally be several years between the time the business is written and the time when all claims are settled. The Company’s long-tail exposures include general liability, professional liability, products liability, commercial automobile liability, and excess and umbrella. Short-tail exposures include property, commercial automobile physical damage, and equine mortality. The Company also reviews assumed reinsurance segments each quarter by treaty and treaty year which is comprised primarily of long-tailed business. To manage its Insurance Operations, the Company's insurance products target specific, defined groups of insureds with customized coverage to meet their needs. For further discussion about the Company’s business divisions, see “General – Business Segments – Insurance Operations” in Item 1 of Part I of this report. Each of the Company’s business divisions contain both long-tail and short-tail exposures. Every reserve category is analyzed by the Company’s actuaries each quarter. Management is responsible for the final determination of loss reserve selections.
In addition to the Company’s internal reserve analysis, independent external actuaries perform a full, detailed review of the reserves annually. The Company reviews both the internal and external actuarial analyses in determining its reserve position.
The actuarial methods used to project ultimate losses for both long-tail and short-tail reserve categories include, but are not limited to, the following:
• Paid Development method;
• Incurred Development method;
• Expected Loss Ratio method;
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• Bornhuetter-Ferguson method using premiums and paid loss;
• Bornhuetter-Ferguson method using premiums and incurred loss; and
• Average Loss method.
The Paid Development method estimates ultimate losses by reviewing paid loss patterns and applying them to accident years with further expected changes in paid loss. Selection of the paid loss pattern requires analysis of several factors including the impact of inflation on claims costs, the rate at which claims professionals make claim payments and close claims, the impact of judicial decisions, the impact of underwriting changes, the impact of large claim payments, and other factors. Claim cost inflation requires evaluation of changes in the cost of repairing or replacing property, changes in the cost of medical care, changes in the cost of wage replacement, judicial decisions, legislative changes, and other factors. Because this method assumes that losses are paid at a consistent rate, changes in any of these factors can impact the results. Since the method does not rely on case reserves, it is not directly influenced by changes in the adequacy of case reserves.
For many reserve categories, paid loss data for recent periods may be too immature or erratic for reliable loss projections. This situation often exists for long-tail exposures. In addition, changes in the factors described above may result in inconsistent payment patterns. Finally, estimating the paid loss pattern subsequent to the most mature point available in the data analyzed often involves considerable uncertainty for long-tail reserve categories.
The Incurred Development method is similar to the Paid Development method, but it uses case incurred losses instead of paid losses. Since this method uses more data (case reserves in addition to paid losses) than the Paid Development method, the incurred development patterns may be less variable than paid development patterns. However, selection of the incurred loss pattern requires analysis of all of the factors listed in the description of the Paid Development method. In addition, the inclusion of case reserves can lead to distortions if changes in case reserving practices have taken place and the use of case incurred losses may not eliminate the issues associated with estimating the incurred loss pattern subsequent to the most mature point available.
The Expected Loss Ratio method multiplies premiums by an expected loss ratio to produce ultimate loss estimates for each accident year. This method may be useful if loss development patterns are inconsistent, losses emerge very slowly, or there is relatively little loss history from which to estimate future losses. The selection of the expected loss ratio requires analysis of loss ratios from earlier accident years or pricing studies and analysis of inflationary trends, frequency trends, rate changes, underwriting changes, and other applicable factors.
The Bornhuetter-Ferguson method using premiums and paid losses is a combination of the Paid Development method and the Expected Loss Ratio method. This method normally determines expected loss ratios similar to the method used for the Expected Loss Ratio method and requires analysis of the same factors described above. The method assumes that only future losses will develop at the expected loss ratio level. The percent of paid loss to ultimate loss implied from the Paid Development method is used to determine what percentage of ultimate loss is yet to be paid. The use of the pattern from the Paid Development method requires consideration of all factors listed in the description of the Paid Development method. The estimate of losses yet to be paid is added to current paid losses to estimate the ultimate loss for each accident year. This method will react very slowly if actual ultimate loss ratios are different from expectations due to changes not accounted for by the Expected Loss Ratio calculation.
The Bornhuetter-Ferguson method using premiums and incurred losses is similar to the Bornhuetter-Ferguson method using premiums and paid losses except that it uses case incurred losses. The use of case incurred losses instead of paid losses can result in development patterns that are less variable than paid development patterns. However, the inclusion of case reserves can lead to distortions if changes in case reserving practices have taken place. The method requires analysis of all the factors that need to be reviewed for the Expected Loss Ratio and Incurred Development methods.
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The Average Loss method multiplies a projected number of ultimate incurred claims by an estimated ultimate average loss for each accident year to produce ultimate loss estimates. Since projections of the ultimate number of claims are often less variable than projections of ultimate loss, this method can provide more reliable results for reserve categories where loss development patterns are inconsistent or too variable to be relied on exclusively. In addition, this method can more directly account for changes in coverage that impact the number and size of claims. However, this method can be difficult to apply to situations where very large claims or a substantial number of unusual claims result in volatile average claim sizes. Projecting the ultimate number of claims requires analysis of several factors including the rate at which policyholders report claims to the Company, the impact of judicial decisions, the impact of underwriting changes, and other factors. Estimating the ultimate average loss requires analysis of the impact of large losses and claim cost trends based on changes in the cost of repairing or replacing property, changes in the cost of medical care, changes in the cost of wage replacement, judicial decisions, legislative changes, and other factors.
For many reserve categories, especially those that can be considered long-tail, a particular accident year may not have a sufficient volume of paid losses to produce a statistically reliable estimate of ultimate losses. In such a case, the Company’s actuaries typically assign more weight to the Incurred Development method than to the Paid Development method. As claims continue to settle and the volume of paid losses increases, the Company's actuaries may assign additional weight to the Paid Development method. For most of the Company’s reserve categories, even the case incurred losses for accident years that are early in the claim settlement process will not be of sufficient volume to produce a reliable estimate of ultimate losses. In these cases, the Company's actuaries will not assign any weight to the Paid and Incurred Development methods and will use the Bornhuetter-Ferguson and Expected Loss Ratio methods. For short-tail exposures, the Paid and Incurred Development methods can often be relied on sooner primarily because the Company’s history includes a sufficient number of accident years to cover the entire period over which paid and incurred losses are expected to change. However, the Company's actuaries may also assign weights to the Expected Loss Ratio, Bornhuetter-Ferguson, and Average Loss methods for short-tail exposures when developing estimates of ultimate losses.
Generally, reserves for long-tail lines give more weight to the Expected Loss Ratio method in the more recent immature years. As the accident years mature, weight shifts to the Bornhuetter-Ferguson methods and eventually to the Incurred and/or Paid Development method. Claims related to umbrella business are usually reported later than claims for other long-tail lines. For umbrella business, the shift from the Expected Loss Ratio method to the Bornhuetter-Ferguson methods to the Loss Development method may be more protracted than for most long-tailed lines. Reserves for short-tail lines tend to make the shift across methods more quickly than the long-tail lines.
For other more complex reserve categories where the above methods may not produce reliable indications, the Company's actuaries use additional methods tailored to the characteristics of the specific situation. Such reserve categories include losses from construction defect and A&E claims.
For construction defect losses, the Company’s actuaries organize losses by the year in which they were reported to develop an IBNR provision for development on known cases. To estimate losses from claims that have occurred but have not yet been reported to the Company, various extrapolation techniques are applied to the pattern of claims that have been reported to estimate the number of claims yet to be reported which will ultimately pay positive loss amounts. This process requires analysis of several factors including the rate at which policyholders report claims to the Company, the rate at which reported claims close with payment, the impact of judicial decisions, the impact of underwriting changes, and other factors. An estimated average claim size is determined from past experience and applied to the estimated number of unreported claims to estimate reserves for these claims.
Establishing reserves for A&E and other mass tort claims involves considerably more judgment than other types of claims due to factors including, but not limited to, inconsistent court decisions, bankruptcy filings as a result of asbestos-related liabilities, and judicial interpretations that often expand theories of recovery and broaden the scope of coverage. The insurance industry continues to receive a substantial number of asbestos-related bodily injury claims, with an increasing focus being directed toward other parties, including installers of products containing asbestos rather than against asbestos manufacturers. This shift has resulted in significant insurance coverage litigation implicating applicable coverage defenses or determinations, if any, including but not limited to, determinations as to whether or not an asbestos-related bodily injury claim is subject to aggregate limits of liability found in most comprehensive general liability policies. The Company continues to closely monitor its asbestos exposure and make adjustments where they are warranted.
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Reserve analyses performed by the Company’s internal and external actuaries result in actuarial point estimates. The results of the detailed reserve reviews were summarized and discussed with the Company’s senior management to determine Management's best estimate of reserves. Management considered many factors in making this decision. The factors included, but were not limited to, the historical pattern and volatility of the actuarial indications, the sensitivity of the actuarial indications to changes in paid and incurred loss patterns, the consistency of claims handling processes, the consistency of case reserving practices, changes in the Company’s pricing and underwriting, and overall pricing and underwriting trends in the insurance market.
Management’s best estimate at December 31, 2023 was recorded as the loss reserve. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross and net reserves of $850.6 million and $777.8 million, respectively, as of December 31, 2023. A breakout of the Company’s gross and net reserves as of December 31, 2023 is as follows:
Gross Reserves
(Dollars in thousands)
Case
IBNR (1)
Total
Penn-America
$
128,404
$
280,316
$
408,720
Non-Core Operations
118,111
323,768
441,879
Total
$
246,515
$
604,084
$
850,599
Net Reserves (2)
(Dollars in thousands)
Case
IBNR (1)
Total
Penn-America
$
127,267
$
271,118
$
398,385
Non-Core Operations
84,564
294,821
379,385
Total
$
211,831
$
565,939
$
777,770
(1) Losses incurred but not reported, including the expected future emergence of case reserves.
(2) Does not include reinsurance receivables on paid losses.
The Company regularly reviews these estimates and, based on new developments and information, includes adjustments of the estimated ultimate liability in the operating results for the periods in which the adjustments are made. The establishment of losses and loss adjustment expense reserves makes no provision for the possible broadening of coverage by legislative action or judicial interpretation, or the emergence of new types of losses not sufficiently represented in the Company’s historical experience or that cannot yet be quantified or estimated. The Company regularly analyzes its reserves and reviews reserving methodologies so that future adjustments to prior accident year reserves can be minimized. However, given the complexity of this process, reserves require continual updates and the ultimate liability may be higher or lower than previously indicated. Changes in estimates for losses and loss adjustment expense reserves are recorded in the period that the change in these estimates is made. See Note 12 to the consolidated financial statements in Item 8 of Part II of this report for details concerning the changes in the estimate for incurred losses and loss adjustment expenses related to prior accident years.
The detailed reserve analyses that the Company’s internal and external actuaries complete use a variety of generally accepted actuarial methods and techniques to produce a number of estimates of ultimate loss. The Company determines its best estimate of ultimate loss by reviewing the various estimates provided by its actuaries and other relevant information. The reserve estimate is the difference between the estimated ultimate loss and the losses paid to date. The difference between the estimated ultimate loss and the case incurred loss (paid loss plus case reserve) is considered to be IBNR which includes a provision for development on known cases as well as a provision for claims that have occurred but have not yet been reported to the Company.
In light of the many uncertainties associated with establishing the estimates and making the assumptions necessary to establish reserve levels, the Company reviews its reserve estimates on a regular basis and makes adjustments in the period that the need for such adjustments is determined.
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The key assumptions fundamental to the reserving process are often different for various reserve categories and accident years. Some of these assumptions are explicit assumptions that are required of a particular method, but most of the assumptions are implicit and cannot be precisely quantified. An example of an explicit assumption is the pattern employed in the Paid Development method. However, the assumed pattern is itself based on several implicit assumptions such as the impact of inflation on medical costs and the rate at which claim professionals close claims. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made.
Previous reserve analyses have resulted in the Company’s identification of information and trends that have caused it to increase or decrease frequency and severity assumptions in prior periods and could lead to the identification of a need for additional material changes in losses and loss adjustment expense reserves, which could materially affect results of operations, equity, business and insurer financial strength and debt ratings. Factors affecting loss frequency include, but are not limited to, the effectiveness of loss controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include, but are not limited to, changes in policy limits and deductibles, rate of inflation, and judicial interpretations. Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects the Company’s ability to accurately predict loss frequency (loss frequencies are more predictable for short-tail lines) as well as the amount of reserves needed for IBNR.
If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than Management’s best estimate. For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes Management’s best estimate is more likely influenced by changes in severity than frequency. The following table, which the Company believes reflects a reasonable range of variability around its best estimate based on historical loss experience and Management’s judgment, reflects the impact of changes (which could be favorable or unfavorable) in frequency and severity on the Company’s current accident year net loss estimate of $279.6 million for claims occurring during the year ended December 31, 2023:
Severity Change
(Dollars in thousands)
-10%
-5%
0%
5%
10%
Frequency Change
-5%
(40,543
)
(27,262
)
(13,980
)
(699
)
12,582
-3%
(35,510
)
(21,949
)
(8,388
)
5,173
18,734
-2%
(32,994
)
(19,293
)
(5,592
)
8,109
21,810
-1%
(30,477
)
(16,637
)
(2,796
)
11,045
24,885
0%
(27,961
)
(13,980
)
—
13,980
27,961
1%
(25,444
)
(11,324
)
2,796
16,916
31,037
2%
(22,928
)
(8,668
)
5,592
19,852
34,112
3%
(20,411
)
(6,012
)
8,388
22,788
37,188
5%
(15,378
)
(699
)
13,980
28,660
43,339
The Company’s net reserves for losses and loss adjustment expenses of $777.8 million as of December 31, 2023 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.
Recoverability of Reinsurance Receivables
The Company regularly reviews the collectability of its reinsurance receivables, and includes adjustments resulting from this review in earnings in the period in which the adjustment arises. An allowance for expected credit losses for reinsurance receivables is recognized 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. Changes in loss reserves can also affect the valuation of reinsurance receivables if the change is related to loss reserves that are ceded to reinsurers. Certain amounts may be uncollectible if the Company’s reinsurers dispute a loss or if the reinsurer is unable to pay. If its reinsurers do not pay, the Company remains legally obligated to pay the loss.
See Note 10 of the notes to consolidated financial statements in Item 8 of Part II of this report for further information surrounding the Company’s reinsurance receivable balances and collectability as of December 31, 2023 and 2022. For a listing of the ten reinsurers for which the Company has the largest reinsurance asset amounts as of December 31, 2023, see “Reinsurance of Underwriting Risk” in Item 1 of Part I of this report.
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Investments
The carrying amount of the Company’s investments approximates their fair value. The Company regularly performs various analytical valuation procedures with respect to investments, including reviewing each fixed maturity security in an unrealized loss position to determine whether the decline in fair value below amortized cost basis has resulted from a credit loss or other factors, such as changes in interest rates. In assessing whether a credit loss exists, the Company compares the present value of the cash flows expected to be collected from the security to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis of the security, a credit loss exists and an allowance for expected credit losses is recorded. Subsequent changes in the allowances are recorded in the period of change as either credit loss expense or reversal of credit loss expense. Any impairments related to factors other than credit losses or the intent to sell are recorded through other comprehensive income, net of taxes. During its review, the Company considers credit rating, market price, and issuer specific financial information, among other factors, to assess the likelihood of collection of all principal and interest as contractually due. See Note 5 of the notes to consolidated financial statements in Item 8 of Part II of this report for the specific methodologies and significant assumptions used by asset class as well as an analysis of the Company’s securities with gross unrealized losses as of December 31, 2023 and 2022.
Fair Value Measurements
The Company categorizes its invested assets that are accounted for at fair value in the consolidated statements into a fair value hierarchy. The fair value hierarchy is directly related to the amount of subjectivity associated with the inputs utilized to determine the fair value of these assets. The reported value of financial instruments not carried at fair value, principally cash and cash equivalents, approximate fair value. See Note 7 of the notes to the consolidated financial statements in Item 8 of Part II of this report for further information about the fair value hierarchy and the Company’s assets that are accounted for at fair value.
Goodwill and Intangible Assets
The Company tests for impairment of goodwill at least annually and more frequently as circumstances warrant in accordance with applicable accounting guidance. Accounting guidance allows for the testing of goodwill for impairment using both qualitative and quantitative factors. Impairment of goodwill is recognized only if the carrying amount of the reporting unit, including goodwill, exceeds the fair value of the reporting unit. The amount of the impairment loss would be equal to the excess carrying value of the goodwill over the implied fair value of the reporting unit goodwill.
Impairment of intangible assets with indefinite useful lives is tested at least annually and more frequently as circumstances warrant in accordance with applicable accounting guidance. Accounting guidance allows for the testing of intangible assets for impairment using both qualitative and quantitative factors. Impairment of indefinite lived intangible assets is recognized only if the carrying amount of the intangible assets exceeds the fair value of said assets. The amount of the impairment loss would be equal to the excess carrying value of the assets over the fair value of said assets.
Intangible assets that are not deemed to have an indefinite useful life are amortized over their estimated useful lives. The carrying amounts of definite lived intangible assets are regularly reviewed for indicators of impairment in accordance with applicable accounting guidance. Impairment is recognized only if the carrying amount of the intangible asset is in excess of its undiscounted projected cash flows. The impairment is measured as the difference between the carrying amount and the estimated fair value of the asset.
See Note 8 of the notes to the consolidated financial statements in Item 8 of Part II of this report for more details concerning the Company’s goodwill and intangible assets as well as the result of its impairment testing.
Deferred Acquisition Costs
The costs of acquiring new and renewal insurance and reinsurance contracts primarily include commissions, premium taxes and certain other costs that are directly related to the successful acquisition of new and renewal insurance and reinsurance contracts. The excess of the Company’s costs of acquiring new and renewal insurance and reinsurance contracts over the related ceding commissions earned from reinsurers is capitalized as deferred acquisition costs and amortized over the period in which the related premiums are earned.
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In accordance with accounting guidance for insurance enterprises, the method followed in computing such amounts limits them to amounts recoverable from premium to be earned, related investment income, losses and loss adjustment expenses, and certain other costs expected to be incurred as the premium is earned. A premium deficiency is recognized if the sum of expected losses and loss adjustment expenses and unamortized acquisition costs exceeds related unearned premium. This evaluation is done at a distribution and product line/treaty level. Any future expected loss on the related unearned premium is recorded first by impairing the unamortized acquisition costs on the related unearned premium followed by an increase to losses and loss adjustment expense reserves on additional expected loss in excess of unamortized acquisition costs. The Company calculates deferred acquisition costs for Penn-America and Non-Core Operations separately by distribution lines. For reinsurance treaties, the Company calculates deferred acquisition costs separately for each treaty.
Taxation
The Company provides for income taxes in accordance with applicable accounting guidance. The Company’s deferred tax assets and liabilities primarily result from temporary differences between the amounts recorded in the consolidated financial statements and the tax basis of the Company’s assets and liabilities.
At each balance sheet date, management assesses the need to establish a valuation allowance that reduces deferred tax assets when it is more likely than not that all, or some portion, of the deferred tax assets will not be realized. A valuation allowance would be based on all available information including the Company’s assessment of uncertain tax positions and projections of future taxable income from each tax-paying component in each jurisdiction, principally derived from business plans and available tax planning strategies.
As of December 31, 2023, the Company had a deferred tax asset of approximately $5.6 million related to net unrealized losses on fixed maturity available for sale securities. In the assessment of the future realizability of this deferred tax asset, management considered tax planning strategies and concluded that unrealized losses were caused by factors other than credit loss, and the Company have the intent and ability to hold these securities to recovery and collect all of the contractual cash flows.
There are no valuation allowances as of December 31, 2023 and 2022. The deferred tax asset balance is analyzed regularly by management. This assessment requires significant judgment and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of carryforward periods, and tax planning strategies and/or actions. Based on these analyses, the Company has determined that its deferred tax asset is recoverable. Projections of future taxable income incorporate several assumptions of future business and operations that are apt to differ from actual experience. If, in the future, the Company’s assumptions and estimates that resulted in the forecast of future taxable income for each tax-paying component prove to be incorrect, a valuation allowance may be required. This could have a material adverse effect on the Company’s financial condition, results of operations, and liquidity.
The Company applies a more likely than not recognition threshold for all tax uncertainties, only allowing the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by relevant taxing authorities. Please see Note 11 of the notes to the consolidated financial statements in Item 8 of Part II of this report for a discussion of the Company’s tax uncertainties.
Leases
The Company determines if an arrangement is a lease at inception. Leases with a term of 12 months or less are not recorded on the consolidated balance sheets. Lease right-of-use assets (“ROU”) and lease liabilities are included on the consolidated balance sheets.
Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company’s leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate at the commencement date in determining the present value of future payments. The ROU asset is calculated using the initial lease liability amount, plus any lease payments made at or before the commencement date, minus any lease incentives received, plus any initial direct costs incurred. Lease expenses for minimum lease payments are recognized on a straight-line basis over the lease term.
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The Company’s lease agreements may contain both lease and non-lease components which are accounted separately. The Company elected the practical expedient on not separating lease components from non-lease components for its equipment leases.
Rental income derived from subleases are recognized on a straight-line basis over the operating lease term.
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Business Segments
The Company manages the distribution of its core product offerings through its Penn-America segment (formerly known as Commercial Specialty). The Penn-America segment comprises the Company’s Insurance Operations, which currently includes the operations of United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, Penn-Patriot Insurance Company, American Insurance Adjustment Agency, Inc., Collectibles Insurance Services, LLC, Global Indemnity Insurance Agency, LLC, and J.H. Ferguson & Associates, LLC. 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.
The Company evaluates the performance of these segments based on gross and net written premiums, revenues in the form of net earned premiums, and expenses in the form of (1) net losses and loss adjustment expenses, (2) acquisition costs, and (3) other underwriting expenses.
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.
See “Business Segments” in Item 1 of Part I of this report for a description of the Company’s segments.
Results of Operations
The Company realized net income (loss) of $25.4 million, ($0.9) million, and $29.4 million during the years ended December 31, 2023, 2022, and 2021, respectively. Excluding the gain from the sale of the Manufactured Home and Dwelling renewal rights in 2021 and the sale of the Company’s Farm, Ranch, & Stable renewal rights, net loss (1) would have been $17.3 million in 2022 and net income would have been $12.9 million in 2021.
Net investment income was $55.4 million, $27.6 million, and $37.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Excluding investment income from alternative investments, investment income was $51 . 0 million, $33.6 million and $26.2 million during the years ended December 31, 2023, 2022, and 2021, respectively. The increase in investment income in 2023 compared to 2022 is mainly due to increases in book yield and good performance from alternative investments. Book yield for the fixed income investment portfolio was 4.0% at December 31, 2023 compared to 2.2% at December 31, 2021.
The Company's primary business, Penn-America, generated strong accident year results. Penn-America's accident year underwriting income(2) was $18.5 million, $13.5 million, and $14.1 million for the years ended December 31, 2023, 2022, and 2021, respectively, and the accident year combined ratio(2) was 95.2%, 96.5%, and 95.8% for the years ended December 31, 2023, 2022, and 2021, respectively.
49
The following table summarizes the Company’s results for the years ended December 31, 2023, 2022, and 2021:
Years Ended
December 31,
%
Years Ended
December 31,
%
(Dollars in thousands)
2023
2022
Change
2022
2021
Change
Gross written premiums
$
416,397
$
727,603
(42.8
%)
$
727,603
$
682,122
6.7
%
Net written premiums
$
399,319
$
591,331
(32.5
%)
$
591,331
$
580,068
1.9
%
Net earned premiums
$
473,357
$
602,471
(21.4
%)
$
602,471
$
595,610
1.2
%
Other income
1,435
1,462
(1.8
%)
1,462
1,815
(19.4
%)
Total revenues
474,792
603,933
(21.4
%)
603,933
597,425
1.1
%
Losses and expenses:
Net losses and loss adjustment expenses
289,153
359,228
(19.5
%)
359,228
384,964
(6.7
%)
Acquisition costs and other underwriting expenses
182,617
236,381
(22.7
%)
236,381
222,841
6.1
%
Underwriting income (loss)
3,022
8,324
(63.7
%)
8,324
(10,380
)
(180.2
%)
Net investment income
55,444
27,627
100.7
%
27,627
37,020
(25.4
%)
Net realized investment gains (losses)
(2,107
)
(32,929
)
(93.6
%)
(32,929
)
15,887
NM
Other income
—
29,903
(100.0
%)
29,903
27,936
7.0
%
Corporate and other operating expenses
(23,383
)
(24,421
)
(4.3
%)
(24,421
)
(27,179
)
(10.1
%)
Interest expense
—
(3,004
)
(100.0
%)
(3,004
)
(10,481
)
(71.3
%)
Loss on extinguishment of debt
—
(3,529
)
(100.0
%)
(3,529
)
—
100.0
%
Income before income taxes
32,976
1,971
NM
1,971
32,803
(94.0
%)
Income tax expense
(7,547
)
(2,821
)
167.5
%
(2,821
)
(3,449
)
(18.2
%)
Net income (loss)
$
25,429
$
(850
)
NM
$
(850
)
$
29,354
(102.9
%)
Underwriting Ratios:
Loss ratio (3)
61.1
%
59.6
%
59.6
%
64.7
%
Expense ratio (4)
38.6
%
39.2
%
39.2
%
37.4
%
Combined ratio (5)
99.7
%
98.8
%
98.8
%
102.1
%
NM – not meaningful
(1) Net income (loss) excluding the net gain on the sale of the Company’s Manufactured Home and Dwelling renewal rights and the Company's Farm, Ranch & Stable renewal rights of ($17.3) million and $12.9 million during the years ended December 31, 2022 and 2021, respectively, is a non-GAAP measure which excludes the impact of gross proceeds of $30.0 million, impairments and expenses of $9.2 million, and tax expense of $4.4 million related to sale of Farm, Ranch & Stable renewal rights in 2022 and excludes the impact of gross proceeds of $28.0 million, impairments and expenses of $7.2 million, and tax expense of $4.4 million related to the sale of Manufactured Home and Dwelling renewal rights in 2021. The Company’s most directly comparable GAAP measure is net income (loss) of ($0.9) million, and $29.4 million during the years ended December 31, 2022 and 2021, respectively. The Company believes the non-GAAP measure is useful to investors when evaluating the Company's performance as trends may be obscured by this one time transaction. This non-GAAP measure should not be considered as a substitute for its most directly comparable GAAP measure and does not reflect the overall profitability of the Company.
(2) Penn-America's accident year underwriting income of $18.5 million, $13.5 million, and $14.1 million for the years ended December 31, 2023, 2022, and 2021, respectively, is a non-GAAP measure which excludes the impact of prior accident year losses and loss adjustment expenses and prior accident year contingent commission expenses totaling $30.1 million, $2.9 million, and $1.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company's most directly comparable GAAP measure is the Penn-America's underwriting income (loss) of ($11.6) million, $10.6 million, and $12.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. Penn-America's accident year combined ratio of 95.2%, 96.5%, and 95.8% for the years ended December 31, 2023, 2022, and 2021, respectively, is a non-GAAP ratio which excludes the impact of prior accident year losses and loss adjustment expenses and prior accident year contingent commission expenses totaling 8.4%, 0.8%, and 0.5% for the years ended December 31, 2023, 2022, and 2021, respectively. The Company's most directly comparable GAAP ratio is the Penn-America combined ratio of 103.6%, 97.4%, and 96.3% for the years ended December 31, 2023, 2022, and 2021, respectively. 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.
(3) 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.
(4) 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.
(5) The combined ratio is a GAAP financial measure and is the sum of the Company’s loss and expense ratios.
50
Selected Financial Data by Business Segment
Premiums
The following table summarizes the change in premium volume by business segment:
Years Ended
December 31,
%
Years Ended
December 31,
%
(Dollars in thousands)
2023
2022
Change
2022
2021
Change
Gross written premiums (1)
Penn-America
$
369,660
$
387,967
(4.7
%)
$
387,967
$
349,962
10.9
%
Non-Core Operations
46,737
339,636
(86.2
%)
339,636
332,160
2.3
%
Total gross written premiums
$
416,397
$
727,603
(42.8
%)
$
727,603
$
682,122
6.7
%
Ceded premiums written
Penn-America
$
12,864
$
17,661
(27.2
%)
$
17,661
$
21,303
(17.1
%)
Non-Core Operations
4,214
118,611
(96.4
%)
118,611
80,751
46.9
%
Total ceded premiums written
$
17,078
$
136,272
(87.5
%)
$
136,272
$
102,054
33.5
%
Net written premiums (2)
Penn-America
$
356,796
$
370,306
(3.6
%)
$
370,306
$
328,659
12.7
%
Non-Core Operations
42,523
221,025
(80.8
%)
221,025
251,409
(12.1
%)
Total net written premiums
$
399,319
$
591,331
(32.5
%)
$
591,331
$
580,068
1.9
%
Net earned premiums
Penn-America
$
354,518
$
359,597
(1.4
%)
$
359,597
$
308,676
16.5
%
Non-Core Operations
118,839
242,874
(51.1
%)
242,874
286,934
(15.4
%)
Total net earned premiums
$
473,357
$
602,471
(21.4
%)
$
602,471
$
595,610
1.2
%
(1) Gross written premiums represent the amount received or to be received for insurance policies written without reduction for reinsurance costs or other deductions.
(2) Net written premiums equal gross written premiums less ceded premiums written.
(3) External business only, excluding business assumed from affiliates.
Gross written premiums decreased by 42.8% for year ended December 31, 2023 as compared to 2022. 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 to improve underwriting results through increased rates and form changes. These reductions in premiums were partially offset by continued growth in Penn-America's Wholesale Commercial, InsurTech, and Assumed Reinsurance divisions. The growth in Wholesale Commercial is driven by new agency appointments, strong rate increases as well as exposure growth in both property and general liability. The growth in InsurTech is primarily due to new agent appointments and focused marketing efforts. The growth in Assumed Reinsurance is primarily due to new treaties assumed in 2023.
Gross written premiums increased by 6.7% for year ended December 31, 2022 as compared to 2021. The increase in gross written premiums is mainly due to the continued growth from existing wholesale agent relationships and increased pricing from both rate and exposure growth within Penn-America. The growth in Non-Core Operations' premiums is primarily due to organic growth of existing casualty treaties partially offset by a reduction in premiums due to lines of business that have been de-emphasized or no longer written.
51
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:
Years Ended
December 31,
Years Ended
December 31,
(Dollars in thousands)
2023
2022
Change
2022
2021
Change
Penn-America
96.5
%
95.4
%
1.1
95.4
%
93.9
%
1.5
Non-Core Operations
91.0
%
65.1
%
25.9
65.1
%
75.7
%
(10.6
)
Total
95.9
%
81.3
%
14.6
81.3
%
85.0
%
(3.7
)
The net premium retention for the year ended December 31, 2023 increased by 14.6 points as compared to 2022. Retention has increased due to less impact from cessions of the manufactured home and dwelling business which was sold in 2021 and the sale of the Farm, Ranch and Stable business in 2022. Quota share reinsurance agreements were in place. All of the Company's manufactured and dwelling homes policies, except for Florida and Louisiana which have been fully run-off, were ceded to American Family Mutual Insurance Company in 2022 and all policies written with an effective date of August 8, 2022 and later within the Company's Farm, Ranch & Stable business were ceded to Everett Cash Mutual Insurance Company. As a result, the net premium retention for the year ended December 31, 2022 decreased by 3.7 points as compared to 2021.
See Note 2 of the notes to the consolidated financial statements in Item 8 of Part II of this report 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 1.4% for the year ended December 31, 2023 as compared to the same period in 2022. Penn-America experienced continued growth in earned premiums within its Wholesale Commercial, InsurTech, and Assumed Reinsurance divisions due to new agency appointments, strong rate increases, exposure growth, and focused marketing efforts as well as the assumption of several new treaties. This growth was offset by a decrease in net earned premiums for Programs as a result of actions taken to improve underwriting results through increased rates and form changes. Property net earned premiums were $140.5 million and $142.4 million for the years ended December 31, 2023 and 2022, respectively. Casualty net earned premiums were $214.0 million and $217.2 million for the years ended December 31, 2023 and 2022, respectively.
Net earned premiums within the Penn-America segment increased by 16.5% for the year ended December 31, 2022 as compared to the same period in 2021. The increase in net earned premiums was primarily due to a growth in premiums written as a result of organic growth from existing agents and pricing increases. Property net earned premiums were $142.4 million and $138.6 million for the years ended December 31, 2022 and 2021, respectively. Casualty net earned premiums were $217.2 million and $170.1 million for the years ended December 31, 2022 and 2021, respectively.
Net earned premiums within the Non-Core Operations segment decreased by 51.1% for the year ended December 31, 2023 as compared to the same period in 2022 primarily due to the sale of renewal rights related to the Company's Farm, Ranch & Stable business on August 8, 2022, non-renewal of a casualty treaty, and the reduction of premiums written for lines of business that have been de-emphasized or no longer written. Property net earned premiums were $14.2 million and $64.6 million for the years ended December 31, 2023 and 2022, respectively. Casualty net earned premiums were $104.6 million and $178.3 million for the years ended December 31, 2023 and 2022, respectively.
Net earned premiums within the Non-Core Operations segment decreased by 15.4% for the year ended December 31, 2022 as compared to the same period in 2021 primarily due to the sale of the renewal rights related to the Company’s manufactured and dwelling homes business on October 26, 2021 and the reduction of premiums written for lines of business that have been de-emphasized or no longer written partially offset by organic growth of an existing casualty treaty. Property net earned premiums were $64.6 million and $164.4 million for the years ended December 31, 2022 and 2021, respectively. Casualty net earned premiums were $178.3 million and $122.6 million for the years ended December 31, 2022 and 2021, respectively.
52
Underwriting Results
Penn-America
Penn-America's accident year underwriting income (1) was $18.5 million, $13.5 million, and $14.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. Results for 2023 include $29.9 million of strengthening of prior accident year reserves. Penn-America has taken actions to improve underwriting results through increased rates and form changes.
The components of income (loss) from the Company’s Penn-America segment and corresponding underwriting ratios are as follows:
Years Ended
December 31,
%
Years Ended
December 31,
%
(Dollars in thousands)
2023
2022
Change
2022
2021
Change
Gross written premiums
$
369,660
$
387,967
(4.7
%)
$
387,967
$
349,962
10.9
%
Net written premiums
$
356,796
$
370,306
(3.6
%)
$
370,306
$
328,659
12.7
%
Net earned premiums
$
354,518
$
359,597
(1.4
%)
$
359,597
$
308,676
16.5
%
Other income
$
1,257
$
1,029
22.2
%
$
1,029
$
1,028
0.1
%
Total revenues
355,775
360,626
(1.3
%)
360,626
309,704
16.4
%
Losses and expenses:
Net losses and loss adjustment expenses
233,239
214,854
8.6
%
214,854
184,163
16.7
%
Acquisition costs and other underwriting expenses
134,155
135,145
(0.7
%)
135,145
113,038
19.6
%
Underwriting income (loss)
$
(11,619
)
$
10,627
(209.3
%)
$
10,627
$
12,503
(15.0
%)
Years Ended
December 31,
Point
Years Ended
December 31,
Point
2023
2022
Change
2022
2021
Change
Underwriting Ratios:
Loss ratio:
Current accident year
57.4
%
59.0
%
(1.6
)
59.0
%
59.1
%
(0.1
)
Prior accident year
8.4
%
0.8
%
7.6
0.8
%
0.6
%
0.2
Calendar year loss ratio
65.8
%
59.8
%
6.0
59.8
%
59.7
%
0.1
Expense ratio
37.8
%
37.6
%
0.2
37.6
%
36.6
%
1.0
Combined ratio
103.6
%
97.4
%
6.2
97.4
%
96.3
%
1.1
Accident year combined ratio (2)
95.2
%
96.5
%
96.5
%
95.8
%
(1) Penn-America's accident year underwriting income of $18.5 million, $13.5 million, and $14.1 million for the years ended December 31, 2023, 2022, and 2021, respectively, is a non-GAAP measure which excludes the impact of prior accident year losses and loss adjustment expenses and prior accident year contingent commission expenses totaling $30.1 million, $2.9 million, and $1.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company's most directly comparable GAAP measure is the Penn-America's underwriting income (loss) of ($11.6) million, $10.6 million, and $12.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company believes the non-GAAP measures 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 should not be considered as a substitute for its most directly comparable GAAP measure and does not reflect the overall underwriting profitability of the Company.
(2) The accident year combined ratio excludes the impact of prior accident year losses and loss adjustment expenses and prior accident year contingent commission expenses.
53
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 in the Company's Penn-America segment 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.
Years Ended December 31,
2023
2022
2021
Losses
Loss
Ratio
Losses
Loss
Ratio
Losses
Loss
Ratio
Property
Non catastrophe property losses and ratio excluding the effect of prior accident year (1)
$
61,231
43.6
%
$
71,907
50.5
%
$
64,409
46.5
%
Effect of prior accident year
(2,143
)
(1.5
%)
(3,624
)
(2.5
%)
2,794
2.0
%
Non catastrophe property losses and ratio (2)
$
59,088
42.1
%
$
68,283
48.0
%
$
67,203
48.5
%
Catastrophe losses and ratio excluding the effect of prior accident year (1)
$
13,839
9.8
%
$
10,979
7.7
%
$
18,970
13.7
%
Effect of prior accident year
3,400
2.4
%
431
0.3
%
254
0.2
%
Catastrophe losses and ratio (2)
$
17,239
12.2
%
$
11,410
8.0
%
$
19,224
13.9
%
Total property losses and ratio excluding the effect of prior accident year (1)
$
75,070
53.4
%
$
82,886
58.2
%
$
83,379
60.2
%
Effect of prior accident year
1,257
0.9
%
(3,193
)
(2.2
%)
3,048
2.2
%
Total property losses and ratio (2)
$
76,327
54.3
%
$
79,693
56.0
%
$
86,427
62.4
%
Casualty
Total Casualty losses and ratio excluding the effect of prior accident year (1)
$
128,289
59.9
%
$
129,172
59.5
%
$
98,936
58.2
%
Effect of prior accident year
28,623
13.4
%
5,989
2.8
%
(1,200
)
(0.7
%)
Total Casualty losses and ratio (2)
$
156,912
73.3
%
$
135,161
62.3
%
$
97,736
57.5
%
Total
Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)
$
203,359
57.4
%
$
212,058
59.0
%
$
182,315
59.1
%
Effect of prior accident year
29,880
8.4
%
2,796
0.8
%
1,848
0.6
%
Total net losses and loss adjustment expense and total loss ratio (2)
$
233,239
65.8
%
$
214,854
59.8
%
$
184,163
59.7
%
(1) Non-GAAP measure / ratio
(2) Most directly comparable GAAP measure / ratio
Premiums
See “Result of Operations” above for a discussion on consolidated premiums.
Other Income
Other income was $1.3 million, $1.0 million, and $1.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Other income is primarily comprised of fee income.
54
Loss Ratio
The current accident year losses and loss ratio is summarized as follows:
Years Ended
December 31,
%
Years Ended
December 31,
%
(Dollars in thousands)
2023
2022
Change
2022
2021
Change
Property losses
Non-catastrophe
$
61,231
$
71,907
(14.8
%)
$
71,907
$
64,409
11.6
%
Catastrophe
13,839
10,979
26.0
%
10,979
18,970
(42.1
%)
Property losses
75,070
82,886
(9.4
%)
82,886
83,379
(0.6
%)
Casualty losses
128,289
129,172
(0.7
%)
129,172
98,936
30.6
%
Total accident year losses
$
203,359
$
212,058
(4.1
%)
$
212,058
$
182,315
16.3
%
Years Ended
December 31,
Point
Years Ended
December 31,
Point
2023
2022
Change
2022
2021
Change
Current accident year loss ratio:
Property
Non-catastrophe
43.6
%
50.5
%
(6.9
)
50.5
%
46.5
%
4.0
Catastrophe
9.8
%
7.7
%
2.1
7.7
%
13.7
%
(6.0
)
Property loss ratio
53.4
%
58.2
%
(4.8
)
58.2
%
60.2
%
(2.0
)
Casualty loss ratio
59.9
%
59.5
%
0.4
59.5
%
58.2
%
1.3
Total accident year loss ratio
57.4
%
59.0
%
(1.6
)
59.0
%
59.1
%
(0.1
)
The current accident year property non-catastrophe loss ratio for 2023 improved by 6.9 points compared to 2022 recognizing lower claims frequency and severity. The current accident year property non-catastrophe loss ratio for 2022 increased by 4.0 points compared to 2021 mainly due to higher claims severity.
The current accident year property catastrophe loss ratio for 2023 increased by 2.1 points compared to 2022 reflecting higher claims frequency. The current accident year property catastrophe loss ratio for 2022 improved by 6.0 points compared to 2021 due to lower claims frequency and severity.
The current accident year casualty loss ratio for 2023 increased by 0.4 points compared to 2022 recognizing higher claims severity. The current accident year casualty loss ratio for 2022 increased by 1.3 points compared to 2021 due to higher claims severity.
The calendar year loss ratio for the years ended December 31, 2023, 2022, and 2021 includes an increase of $29.9 million, or 8.4%, an increase of $2.8 million or 0.8%, and an increase of $1.8 million or 0.6%, respectively, related to reserve development on prior accident years. Please see Note 12 of the notes to the consolidated financial statements in Item 8 of Part II of this report for further discussion on prior accident year development.
Expense Ratios
The expense ratio increased 0.2 points from 37.6% for 2022 to 37.8% for 2023 primarily due to a change in the mix of business where Penn-America wrote a slightly higher amount of admitted business.
The expense ratio increased 1.0 points from 36.6% for 2021 to 37.6% for 2022 primarily due to higher compensation and advertising costs.
55
Non-Core Operations
The components of income (loss) from the Company’s Non-Core Operations segment and corresponding underwriting ratios are as follows:
Years Ended
December 31,
%
Years Ended
December 31,
%
(Dollars in thousands)
2023
2022
Change
2022
2021
Change
Gross written premiums
$
46,737
$
339,636
(86.2
%)
$
339,636
$
332,160
2.3
%
Net written premiums
$
42,523
$
221,025
(80.8
%)
$
221,025
$
251,409
(12.1
%)
Net earned premiums
$
118,839
$
242,874
(51.1
%)
$
242,874
$
286,934
(15.4
%)
Other income
178
433
(58.9
%)
433
787
(45.0
%)
Total revenues
119,017
243,307
(51.1
%)
243,307
287,721
(15.4
%)
Losses and expenses:
Net losses and loss adjustment expenses
55,914
144,374
(61.3
%)
144,374
200,801
(28.1
%)
Acquisition costs and other underwriting expenses
48,462
101,236
(52.1
%)
101,236
109,803
(7.8
%)
Underwriting income (loss)
$
14,641
$
(2,303
)
NM
$
(2,303
)
$
(22,883
)
(89.9
%)
Years Ended
December 31,
Point
Years Ended
December 31,
Point
2023
2022
Change
2022
2021
Change
Underwriting Ratios:
Loss ratio:
Current accident year
64.2
%
63.9
%
0.3
63.9
%
67.6
%
(3.7
)
Prior accident year
(17.1
%)
(4.5
%)
(12.6
)
(4.5
%)
2.4
%
(6.9
)
Calendar year loss ratio
47.1
%
59.4
%
(12.3
)
59.4
%
70.0
%
(10.6
)
Expense ratio
40.8
%
41.7
%
(0.9
)
41.7
%
38.3
%
3.4
Combined ratio
87.9
%
101.1
%
(13.2
)
101.1
%
108.3
%
(7.2
)
Accident year combined ratio (1)
103.7
%
104.1
%
104.1
%
105.8
%
(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.
NM - not meaningful
56
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 in the Company's Non-Core Operations segment 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.
Years Ended December 31,
2023
2022
2021
Losses
Loss
Ratio
Losses
Loss
Ratio
Losses
Loss
Ratio
Property
Non catastrophe property losses and ratio excluding the effect of prior accident year (1)
$
6,588
46.3
%
$
33,713
52.2
%
$
80,214
48.8
%
Effect of prior accident year
(9,506
)
(66.8
%)
(4,096
)
(6.3
%)
4,222
2.6
%
Non catastrophe property losses and ratio (2)
$
(2,918
)
(20.5
%)
$
29,617
45.9
%
$
84,436
51.4
%
Catastrophe losses and ratio excluding the effect of prior accident year (1)
$
3,393
23.8
%
$
11,012
17.0
%
$
35,421
21.5
%
Effect of prior accident year
(7,416
)
(52.1
%)
(868
)
(1.3
%)
5,392
3.3
%
Catastrophe losses and ratio (2)
$
(4,023
)
(28.3
%)
$
10,144
15.7
%
$
40,813
24.8
%
Total property losses and ratio excluding the effect of prior accident year (1)
$
9,981
70.1
%
$
44,725
69.2
%
$
115,635
70.3
%
Effect of prior accident year
(16,922
)
(118.9
%)
(4,964
)
(7.6
%)
9,614
5.9
%
Total property losses and ratio (2)
$
(6,941
)
(48.8
%)
$
39,761
61.6
%
$
125,249
76.2
%
Casualty
Total Casualty losses and ratio excluding the effect of prior accident year (1)
$
66,269
63.3
%
$
110,515
62.0
%
$
78,356
63.9
%
Effect of prior accident year
(3,414
)
(3.3
%)
(5,902
)
(3.3
%)
(2,804
)
(2.3
%)
Total Casualty losses and ratio (2)
$
62,855
60.0
%
$
104,613
58.7
%
$
75,552
61.6
%
Total
Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)
$
76,250
64.2
%
$
155,240
63.9
%
$
193,991
67.6
%
Effect of prior accident year
(20,336
)
(17.1
%)
(10,866
)
(4.5
%)
6,810
2.4
%
Total net losses and loss adjustment expense and total loss ratio (2)
$
55,914
47.1
%
$
144,374
59.4
%
$
200,801
70.0
%
(1) Non-GAAP measure / ratio
(2) Most directly comparable GAAP measure / ratio
Premiums
See “Result of Operations” above for a discussion on consolidated premiums for 2023.
Other Income
Other income was $0.2 million, $0.4 million, and $0.8 million for the years ended December 31, 2023, 2022, and 2021, respectively. Other income is primarily comprised of fee income.
57
Loss Ratio
The current accident year losses and loss ratio is summarized as follows:
Years Ended
December 31,
%
Years Ended
December 31,
%
(Dollars in thousands)
2023
2022
Change
2022
2021
Change
Property losses
Non-catastrophe
$
6,588
$
33,713
(80.5
%)
$
33,713
$
80,214
(58.0
%)
Catastrophe
3,393
11,012
(69.2
%)
11,012
35,421
(68.9
%)
Property losses
9,981
44,725
(77.7
%)
44,725
115,635
(61.3
%)
Casualty losses
66,269
110,515
(40.0
%)
110,515
78,356
41.0
%
Total accident year losses
$
76,250
$
155,240
(50.9
%)
$
155,240
$
193,991
(20.0
%)
Years Ended
December 31,
Point
Years Ended
December 31,
Point
2023
2022
Change
2022
2021
Change
Current accident year loss ratio :
Property
Non-catastrophe
46.3
%
52.2
%
(5.9
)
52.2
%
48.8
%
3.4
Catastrophe
23.8
%
17.0
%
6.8
17.0
%
21.5
%
(4.5
)
Property loss ratio
70.1
%
69.2
%
0.9
69.2
%
70.3
%
(1.1
)
Casualty loss ratio
63.3
%
62.0
%
1.3
62.0
%
63.9
%
(1.9
)
Total accident year loss ratio
64.2
%
63.9
%
0.3
63.9
%
67.6
%
(3.7
)
The current accident year property non-catastrophe loss ratio for 2023 improved by 5.9 points compared to 2022 primarily due to lower claims frequency. The current accident year property non-catastrophe loss ratio for 2022 increased by 3.4 points compared to 2021 primarily reflecting higher claims frequency.
The current accident year property catastrophe loss ratio for 2023 increased by 6.8 points compared to 2022 mainly recognizing higher claims frequency. The current accident year property catastrophe loss ratio for 2022 improved by 4.5 points compared to 2021 reflecting lower claims frequency.
The current accident year casualty loss ratio for 2023 increased by 1.3 points compared to 2022 mainly due to higher claims severity in non-reinsurance lines of business and a higher mix of assumed reinsurance business that has a higher loss ratio. The current accident year casualty loss ratio for 2022 improved by 1.9 points compared to 2021 primarily due to lower claims severity in non-reinsurance lines of business as well as a mix of business change and growth in a treaty that has a lower expected loss ratio for the Company's reinsurance business.
The calendar year loss ratio for the years ended December 31, 2023, 2022, and 2021 includes a decrease of $20.3 million, or 17.1%, a decrease of $10.9 million, or 4.5%, and an increase of $6.8 million, or 2.4%, respectively, related to reserve development on prior accident years. Please see Note 12 of the notes to the consolidated financial statements in Item 8 of Part II of this report for further discussion on prior accident year development.
Expense Ratios
The expense ratio improved 0.9 points from 41.7% for 2022 to 40.8% for 2023 primarily due to a reduction in operating expenses due to the sale of renewal rights partially offset by an increase in commission expense.
The expense ratio increased 3.4 points from 38.3% for 2021 to 41.7% for 2022 primarily due to a change in the mix of business where reinsurance, which has a higher commission rate, comprised a larger portion of Non-Core Operations in 2022.
58
Unallocated Corporate Items
The Company’s fixed income portfolio, excluding cash, continues to maintain high quality with an A+ average rating and a duration of 1.1 years.
Net Investment Income
Years Ended
December 31,
%
Years Ended
December 31,
%
(Dollars in thousands)
2023
2022
Change
2022
2021
Change
Gross investment income (1)
$
56,960
$
29,776
91.3
%
$
29,776
$
39,662
(24.9
%)
Investment expenses
(1,516
)
(2,149
)
(29.5
%)
(2,149
)
(2,642
)
(18.7
%)
Net investment income
$
55,444
$
27,627
100.7
%
$
27,627
$
37,020
(25.4
%)
(1) Excludes realized gains and losses
Gross investment income for 2023 increased by 91.3% and net investment income for 2023 increased by 100.7% compared to 2022. The increase was primarily due to an increase in yield within the fixed maturities portfolio due to the rise in rates and increased returns from alternative investments. Gross investment income for 2022 decreased by 24.9% and net investment income for 2022 decreased by 25.4% compared to 2021. The decrease was primarily due to decreased returns from alternative investments and lowered invested assets due to the liquidation of the Company’s common stock portfolio and a portion of the bond portfolio in order to raise funds to retire the 2047 Notes in April 2022. This decrease was partially offset by an increase in yield within the fixed maturities portfolio due to the rise in rates.
At December 31, 2023, the Company held asset-backed, mortgage-backed, commercial mortgage-backed and collateralized mortgage obligations with a market value of $341.0 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 December 31, 2023, compared with 1.5 years as of December 31, 2022. Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. See Note 5 of the notes to the consolidated financial statements in Item 8 of Part II of this report for additional information on security classes held at December 31, 2023. At December 31, 2023, the Company’s embedded book yield on its fixed maturities, not including cash, was 4.0% compared with 3.5% at December 31, 2022. The embedded book yield on the $26.2 million of taxable municipal bonds in the Company’s portfolio was 3.0% at December 31, 2023, compared to an embedded book yield of 3.1% on the Company’s taxable municipal bonds of $31.6 million at December 31, 2022.
At December 31, 2022, the Company held asset-backed, mortgage-backed, commercial mortgage-backed and collateralized mortgage obligations with a market value of $350.2 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 1.5 years as of December 31, 2022, compared with 4.0 years as of December 31, 2021. Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. At December 31, 2022, the Company’s embedded book yield on its fixed maturities, not including cash, was 3.5% compared with 2.2% at December 31, 2021. The embedded book yield on the $31.6 million of taxable municipal bonds in the Company’s portfolio was 3.1% at December 31, 2022, compared to an embedded book yield of 2.8% on the Company’s taxable municipal bonds of $54.6 million at December 31, 2021.
Net Realized Investment Gains (Losses)
The components of net realized investment gains (losses) for the years ended December 31, 2023, 2022, and 2021 were as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Equity securities
$
(453
)
$
(3,392
)
$
13,440
Fixed maturities
(1,654
)
(13,405
)
342
Derivatives
—
10,073
2,105
Other-than-temporary impairment losses
—
(26,205
)
—
Net realized investment gains (losses)
$
(2,107
)
$
(32,929
)
$
15,887
In response to a rising interest rate environment, the Company took action early in April 2022 to shorten the duration of its fixed maturities portfolio. In connection with these actions, the Company identified fixed maturities securities with a
59
weighted average life of five years or greater as having an intent to sell, the majority of which were sold in the 2nd quarter of 2022. Most of the proceeds from the sale of these securities were reinvested into fixed income investments with maturities of approximately two years. As a result of these actions, the Company's book yield rose over time. Book yield was approximately 2.2% at December 31, 2021 and 4.0% at December 31, 2023.
See Note 5 of the notes to the consolidated financial statements in Item 8 of Part II of this report for an analysis of total investment return on a pre-tax basis for the years ended December 31, 2023, 2022, and 2021.
Corporate and Other Operating Expenses
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Corporate expenses - nondisposition related
$
23,383
$
13,959
$
19,977
Impairments and expenses related to dispositions within Non-Core Operations
—
10,462
7,202
Corporate and Other Operating Expenses
$
23,383
$
24,421
$
27,179
Corporate expenses - nondisposition related 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. The increase in corporate expenses - nondisposition related for 2023 as compared to 2022 was primarily due to incurring $2.0 million in restructuring expenses in first quarter of 2023 and incurring $1.6 million to settle an employment related matter in 2023. In addition, corporate expenses in 2022 were reduced by $5.5 million due to the Company receiving an employee retention credit under the CARES Act. The decrease in corporate expenses - nondisposition related for 2022 as compared to 2021 was primarily due to the Company receiving an employee retention credit under the CARES Act of $5.5 million.
Impairments and expenses related to dispositions within Non-Core Operations represent impairments of goodwill, intangible assets, software, and lease costs as well as legal expenses and merger and acquisition fees related to the sale of renewal rights related to the Company's Farm, Ranch & Stable business and the Company's manufactured and dwelling homes business. Impairments and expenses related to dispositions within Non-Core Operations were $10.5 million and $7.2 million during the years ended December 31, 2022 and 2021, respectively. There were no impairments and expenses related to dispositions within Non-Core Operations during the year ended December 31, 2023. See Note 2 of the notes to the consolidated financial statements in Item 8 of Part II of this report for additional information on the sale of the renewal rights related to the Company’s Farm, Ranch & Stable business and the Company's manufactured and dwelling homes business.
Interest Expense
The Company had no interest expense for the year ended December 31, 2023. Interest expense was $3.0 million and $10.5 million during the years ended December 31, 2022 and 2021, respectively. The reduction in interest expense is primarily due to the redemption of the Company's 7.875% subordinated notes on April 15, 2022.
See Note 13 of the notes to the consolidated financial statements in Item 8 of Part II of this report for details on the Company’s debt.
Income Tax Benefit/ Expense
The income tax expense was $7.5 million for the year ended December 31, 2023 compared with income tax expense of $2.8 million for the year ended December 31, 2022. The increase in income tax expense is primarily due to higher taxable income in the Company's U.S. subsidiaries.
The income tax expense was $2.8 million for the year ended December 31, 2022 compared with income tax expense of $3.4 million for the year ended December 31, 2021. The decrease in income tax expense is primarily due to lower taxable income in the Company's U.S. subsidiaries.
See Note 11 of the notes to the consolidated financial statements in Item 8 of Part II of this report for a comparison of income tax between periods.
60
Net Income (Loss)
The factors described above resulted in net income of $25.4 million, net loss of $0.9 million, and net income of $29.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Liquidity and Capital Resources
Sources and Uses of Funds
Global Indemnity Group, LLC is a holding company. Its principal asset is its ownership of the shares of its direct and indirect subsidiaries, including those of its insurance companies: United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, and Penn-Patriot Insurance Company.
Global Indemnity Group, LLC’s 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. See the contractual obligation table below for additional information on these commitments.
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 pay dividends. 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 in order to meet its corporate expense obligations and intercompany financing obligations.
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 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.” Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes.
Under Virginia law, Penn-Patriot Insurance Company may not pay any dividend or make any distribution of cash or other property, the fair market value of which, together with that of any other dividends or distributions made within the preceding 12 consecutive months exceeds the greater of either (1) 10% of its surplus as of the 31 st day of December of the last preceding year, or (2) its net income, not including net realized capital gains, for the 12 month period ending on the 31 st day of December of the last preceding year, not including pro rata distributions of any class of its securities, unless the commissioner approves the proposed payment or fails to disapprove such payment within 30 days after receiving notice of such payment. In determining whether the dividend must be approved, undistributed net income from the second and third preceding years, not including net realized capital gains, may be carried forward.
61
Under Pennsylvania law, United National Insurance Company, Penn-America Insurance Company, and Penn-Star Insurance Company may not pay any dividend or make any distribution that, together with other dividends or distributions made within the preceding 12 consecutive months, exceeds the greater of (1) 10% of its surplus as shown on its last annual statement on file with the commissioner or (2) its net income for the period covered by such statement, not including pro rata distributions of any class of its own securities, unless the commissioner has received notice from the insurer of the declaration of the dividend and the commissioner approves the proposed payment or fails to disapprove such payment within 30 days after receiving notice of such payment. An additional limitation is that Pennsylvania does not permit a domestic insurer to declare or pay a dividend except out of unassigned funds (surplus) unless otherwise approved by the commissioner before the dividend is paid. Furthermore, no dividend or other distribution may be declared or paid by a Pennsylvania insurance company that would reduce its total capital and surplus to an amount that is less than the amount required by the Insurance Department for the kind or kinds of business that it is authorized to transact. Pennsylvania law allows loans to affiliates up to 10% of statutory surplus without prior regulatory approval.
Under Indiana law, Diamond State Insurance Company may not pay any dividend or make any distribution of cash or other property, the fair market value of which, together with that of any other dividends or distributions made within the 12 consecutive months ending on the date on which the proposed dividend or distribution is scheduled to be made, exceeds the greater of (1) 10% of its surplus as of the 31 st day of December of the last preceding year, or (2) its net income for the 12 month period ending on the 31 st day of December of the last preceding year, unless the commissioner approves the proposed payment or fails to disapprove such payment within 30 days after receiving notice of such payment. An additional limitation is that Indiana does not permit a domestic insurer to declare or pay a dividend except out of unassigned surplus unless otherwise approved by the commissioner before the dividend is paid.
The Company’s insurance subsidiaries did not declare or pay any dividends in 2023. See Note 21 of the notes to consolidated financial statements in Item 8 of Part II of this report for the maximum amount of distributions that U.S. insurance companies could pay as dividends in 2024.
Surplus Levels
Global Indemnity’s insurance companies are required by law to maintain a certain minimum level of policyholders’ surplus on a statutory basis. Policyholders’ surplus is calculated by subtracting total liabilities from total assets. The NAIC has risk-based capital standards that are designed to identify property and casualty insurers that may be inadequately capitalized based on the inherent risks of each insurer’s assets and liabilities and mix of net written premiums. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action. Based on the standards currently adopted, the policyholders’ surplus of each of the insurance companies is in excess of the prescribed minimum company action level risk-based capital requirements.
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 (loss) 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.
62
Net cash provided by operating activities in 2023, 2022, and 2021 was $42.9 million, $44.2 million and $90.8 million, respectively.
In 2023, the decrease in operating cash flows of approximately $1.4 million from the prior year was primarily a net result of the following items:
(Dollars in thousands)
2023
2022
Change
Net premiums collected
$
454,139
$
541,087
$
(86,948
)
Net losses paid
(265,676
)
(272,585
)
6,909
Underwriting and corporate expenses
(192,226
)
(251,031
)
58,805
Net investment income
47,262
32,316
14,946
Net federal income taxes paid
(613
)
(426
)
(187
)
Interest paid
—
(5,125
)
5,125
Net cash provided by operating activities
$
42,886
$
44,236
$
(1,350
)
In 2022, the decrease in operating cash flows of approximately $46.6 million from the prior year was primarily a net result of the following items:
(Dollars in thousands)
2022
2021
Change
Net premiums collected
$
541,087
$
599,870
$
(58,783
)
Net losses paid
(272,585
)
(299,027
)
26,442
Underwriting and corporate expenses
(251,031
)
(241,017
)
(10,014
)
Net investment income
32,316
41,367
(9,051
)
Net federal income taxes paid
(426
)
(54
)
(372
)
Interest paid
(5,125
)
(10,340
)
5,215
Net cash provided by operating activities
$
44,236
$
90,799
$
(46,563
)
See the consolidated statements of cash flows in the consolidated financial statements in Item 8 of Part II of this report for details concerning the Company’s investing and financing activities.
Liquidity
Currently, the Company believes each of its insurance companies maintains sufficient liquidity to pay claims through cash generated by operations and liquid investments. The holding companies also maintain sufficient liquidity to meet their obligations. The Company monitors its investment portfolios to assure liability and investment durations are closely matched.
Prospectively, as fixed income investments mature and new cash is obtained, the cash available to invest will be invested in accordance with the Company’s investment policy. The Company’s investment policy allows the Company to invest in taxable and tax-exempt fixed income investments as well as publicly traded and private equity investments. With respect to bonds, the Company’s credit exposure limit for each issuer varies with the issuer’s credit quality. The allocation between taxable and tax-exempt bonds is determined based on market conditions and tax considerations. The fixed income portfolio currently has a duration of 1.1 years.
As of December 31, 2023, the Company also had future funding commitments of $14.2 million related to investments that are currently in their harvest period and it is unlikely that a capital call will be made.
The Company has access to various capital sources including dividends from insurance subsidiaries and access to the debt and equity capital markets. The Company believes it has sufficient liquidity to meet its capital needs. See Note 21 of the notes to the consolidated financial statements in Item 8 of Part II of this report for a discussion of the Company’s dividend capacity. However, the Company’s future capital requirements depend on many factors, including the amount of premium it writes, the amount of loss reserves by lines of business, and catastrophe exposure. To the extent that the Company needs to raise additional funds, any equity or debt financing for this purpose, if available at all, may be on terms that are not favorable to the Company. If the Company cannot obtain adequate capital, its business, results of operations and financial condition could be adversely affected.
63
Stock Repurchase
On October 21, 2022, Global Indemnity Group, LLC announced it commenced a stock repurchase program beginning in the fourth quarter of 2022. On January 3, 2023, Global Indemnity Group, LLC announced that it had authorized an increase in the aggregate stock purchase program from $32 million, which was authorized on October 21, 2022, to $60 million. On June 8, 2023, Global Indemnity Group, LLC's Board of Directors approved an additional increase in the existing share buyback authorization amount of $60 million to $135 million. The authorization to repurchase will expire on December 31, 2027. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
Under the repurchase program, repurchases may be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, all in compliance with Global Indemnity Group, LLC’s Insider Trading Policy, the United States Securities and Exchange Commission, and other applicable legal requirements. The repurchase program does not obligate Global Indemnity Group, LLC to acquire any particular amount of class A common shares, and the repurchase program may be suspended or discontinued at any time at Global Indemnity Group, LLC’s discretion.
From the time of the initial announcement on October 21, 2022, a total of 1,357,082 shares were repurchased for approximately $34.0 million at an average purchase price of $25.05 per share. 138,151 shares that were acquired were reissued in December 2022 at an average price per share of $24.17. As a result of these transactions, book value per share increased by $1.69 per share since inception of the stock repurchase program in October 2022.
Restructuring
The Company restructured its insurance operations to strengthen its market presence and enhance its focus on GBLI’s core products. The restructuring plan was initiated in the fourth quarter of 2022 and was completed in the first quarter of 2023. The Company incurred restructuring charges of $3.4 million in 2022 and $2.0 million in 2023 for a total of $5.4 million. The Company anticipates recurring annual expense savings of $16.0 million.
Distributions
On March 6, 2024, the Board of Directors approved a dividend rate of $0.35 per common share payable on March 28, 2024 to all shareholders of record as of the close of business on March 21, 2024, a 40% increase over the prior quarterly dividend rate of $0.25 per common share. Future dividends remain subject to the discretion of GBLI’s Board of Directors, including the Board of Director’s evaluation of the company’s financial performance, capital and reserve positions, liquidity, balance sheet, and other factors. As of December 31, 2023, there are currently 13,565,041 shares outstanding.
During 2023, Board of Directors approved a distribution payment of $0.25 per common share to all shareholders of record on the close of business on March 24, 2023, June 23, 2023, October 9, 2023, and December 22, 2023. Distributions paid to common shareholders were $14.2 million during the year ended December 31, 2023. In addition, distributions of $0.4 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the year ended December 31, 2023.
During 2022, the Board of Directors approved a distribution payment of $0.25 per common share to all shareholders of record on the close of business on March 21, 2022, June 20, 2022, October 4, 2022, and December 23, 2022. Distributions paid to common shareholders were $14.4 million during the year ended December 31, 2022. In addition, distributions of $0.4 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the year ended December 31, 2022.
During 2021, the Board of Directors approved a distribution payment of $0.25 per common share to all shareholders of record on the close of business on March 22, 2021, June 21, 2021, September 23, 2021, and December 20, 2021. Distributions paid to common shareholders were $14.4 million during the year ended December 31, 2021. In addition, distributions of $0.4 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the year ended December 31, 2021.
Investment Portfolio
As a result of duration shortening, the Company significantly reduced its interest rate risk with more than 80% of the fixed maturity portfolio maturing over the next three years. With a shorter duration, the investment portfolio is well positioned to increase book yield by investing maturities in higher yielding bonds. At December 31, 2023, the Company's embedded book
64
yield on its fixed maturities, not including cash, was 4.0% compared with 3.5% at December 31, 2022 and 2.2% at December 31, 2021.
On July 31, 2023, the Company provided the Global Debt Fund, LP with a formal withdrawal request in full. Withdrawal proceeds are expected to be received starting in 2024. The Global Debt Fund, LP had a fair market value of $26.0 million at December 31, 2023.
On May 18, 2022, the Company provided the Credit Fund, LLC with formal withdrawal request in full. Proceeds of $99.6 million were received on July 29, 2022 and were invested in fixed income investments with maturities of two years and less.
Sale of Renewal Rights related to Farm, Ranch & Stable and Sale of American Reliable Insurance Company
On August 8, 2022, the Company sold the renewal rights related to its Farm, Ranch & Stable business for policies written on or after August 8, 2022 to Everett Cash Mutual Insurance Company for $30.0 million. The Company retained the unearned premium reserves for business written prior to August 8, 2022. Everett Cash Mutual Insurance Company also acquired the Company’s wholly-owned subsidiary, American Reliable Insurance Company, on December 31, 2022 for an amount equal to book value, which was $10.0 million, at the time of closing.
Sale of Renewal Rights Related to Manufactured & Dwelling Homes Business
On October 26, 2021, the Company sold the renewal rights related to its manufactured and dwelling homes business to K2 Insurance Services (“K2”) and American Family Mutual Insurance Company (“American Family”). Pursuant to the tripartite transaction, the Company received $28.0 million in cash in October 2021. The Company also retained the American Reliable 50-state licensed operating unit, $65 million of net capital supporting the business, and a related $42 million unearned premium reserve. The Company currently leases office space in Scottsdale, Arizona. As part of this sale, K2 is subleasing approximately one third of the Scottsdale, Arizona office space. Currently, the Company intends to exercise the early termination clause in its Scottsdale, Arizona lease. The Company expects it will receive $1.6 million in sublease payments from K2 between October 2021 and October 2026.
To facilitate the transaction, American Reliable retained the specialty residential property business in Florida and Louisiana and also retained business that was previously placed in runoff. American Reliable commenced the non-renewal of manufactured home insurance in Florida beginning on March 11, 2022, for policies expiring on or after July 10, 2022. American Reliable and United National non-renewed manufactured home and dwelling insurance in Louisiana beginning on or about January 31, 2022, for policies renewing on or after March 7, 2022. American Family assumed 100% of the risks for all policies covered under the renewal rights agreement which are written or renewed after October 26, 2021, except for policies covering properties in the state of Florida. The Company also retained risk for business previously placed in runoff and policies in Louisiana. There were no specialty residential property policies in-force in Florida and Louisiana as of December 31, 2023.
In addition, effective November 30, 2021, the Company and American Family reached an agreement where American Family agreed to reinsure 100% of the Company’s unearned premium reserves of the same types as the policies comprising the manufactured and dwelling homes business lines noted above that were in force as of November 30, 2021. The approximate amount of the unearned premium reserves at November 30, 2021 was $33.8 million. The Company received a 40% ceding commission which included a provision for a 4% claims administration fee to be paid by the Company directly to K2 Claims.
Trust accounts
The Company established trust accounts, which are held by Penn-Patriot Insurance Company, to collateralize exposure it had to certain third-party ceding companies. The Company believes that Penn-Patriot Insurance Company will have sufficient liquidity to pay claims prospectively.
Capital Resources
Investment Portfolio
In response to a rising interest rate environment, the Company took action early in April 2022 to shorten the duration of its fixed maturities portfolio. In connection with these actions, the Company identified fixed maturities securities with a weighted average life of five years or greater as having an intent to sell. Most of the proceeds from the sale of these securities were reinvested into fixed income investments with maturities of two years. As a result of these actions, the
65
Company's book yield rose over time. Book yield was approximately 2.2% at December 31, 2021 and 4.0% at December 31, 2023.
Redemption of Debt
On April 15, 2022, the Company redeemed the entire $130 million in aggregate principal amount of the outstanding 2047 Notes plus accrued and unpaid interest on the 2047 Notes redeemed to, but not including the Redemption Date of April 15, 2022. The funds to redeem the debt were primarily obtained through the sale of the Company’s equity portfolio in the amount of $75.9 million, $32.0 million in dividends from insurance company subsidiaries, $18.4 million from distributions received from private equity investments, and the remainder from its subsidiary, GBLI Holdings, LLC.
As a result of this redemption, the Company no longer has any outstanding debt with third parties.
Intercompany Pooling Arrangement
The Company’s U.S. insurance companies participate in an intercompany pooling arrangement whereby premiums, losses, and expenses are shared pro rata amongst the U.S. insurance companies. Prior to completion of the sale of American Reliable, American Reliable comprised 30% of the pool. Due to the sale of American Reliable on December 31, 2022, the intercompany pooling agreement was amended. American Reliable was removed from the pool and its 30% participation in the business and capital was allocated to the Company’s remaining five insurance companies.
The intercompany reinsurance agreement was updated in 2022 to require each company in the reinsurance pool to fund its proportionate share of collateral required to fund certain third party ceding companies.
For additional information on the Sale of American Reliable, please see the liquidity section above.
Intercompany Loan
On August 28, 2020, Global Indemnity Investments, Inc. entered into a promissory note with Global Indemnity Group, LLC for the principal amount of $11.3 million. This note was issued in conjunction with Global Indemnity Investment Inc.’s purchase of limited liability partnership interests from Global Indemnity Group, LLC. The note bears interest at a rate of 1.47% and is due on August 28, 2030. This loan was fully repaid at December 31, 2021.
On December 15, 2021, Global Indemnity Investments, Inc. entered into a $10.0 million discretionary line of credit demand note with Global Indemnity Group, LLC, as borrower. Each advance outstanding under this note will bear interest at an annual interest rate equal to the short-term applicable federal rate in effect at the time the advance was granted and will reset once a month. The outstanding principal amount of each advance shall be payable on the last day of the applicable interest period of such advance and on demand. There is no balance outstanding on this note at December 31, 2023.
On April 13, 2022, GBLI Holdings, LLC issued a promissory note to Global Indemnity Group, LLC for the principal amount of $69.4 million. This note bears interest at a rate equal to the short-term, annual compound Applicable Federal Rate ("AFR") in effect for April 2022 which was 1.26%. On each third anniversary of this Note, the interest rate shall reset to the then applicable short-term, annual compounded AFR for such month. The Note is due on April 13, 2031. The outstanding balance on this note was $69.4 million at December 31, 2023.
On April 13, 2022, GBLI Holdings, LLC issued a promissory note to Global Indemnity Investment Inc. for the principal amount of $18.4 million. This note bears interest at a rate equal to the short-term, annual compound AFR in effect for April 2022 which was 1.26%. On each third anniversary of this Note, the interest rate shall reset to the then applicable short-term, annual compounded AFR for such month. The Note is due on April 13, 2031. The outstanding balance on this note was $18.4 million at December 31, 2023.
Intercompany Dividends and Capital Contributions
In addition to intercompany dividends that are paid in the ordinary course of business, American Reliable Insurance Company paid an extraordinary dividend in December 2022, which was approved by the Arizona Department of Insurance, in the amount of $102.3 million which was treated as one of a series of liquidating distributions of American Reliable Insurance Company. In conjunction with the liquidation of American Reliable Insurance Company, a series of capital contributions were made downstream within GBLI Holdings, LLC and subsidiaries in an effort to reallocate the capital from the sale of American Reliable Insurance Company.
66
All of the intercompany transactions discussed above eliminate in consolidation and have no impact on the consolidating financial statements.
Derivative Instruments
The Company entered into derivative instruments related to interest rate swaps. Due to fluctuations in interest rates, the Company received $12.7 million and $2.7 million in connection with these derivative instruments for the years ended December 31, 2022 and 2021, respectively. The Company terminated its outstanding interest rate swaps in the fourth quarter of 2022. No amounts related to the derivative instruments were received in 2023. The Company has no interest rate swap agreements as of December 31, 2023.
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Contractual Obligations
The Company has commitments in the form of operating leases, commitments to fund limited liability investments, and unpaid losses and loss expense obligations. As of December 31, 2023, contractual obligations related to Global Indemnity’s commitments were as follows:
Payment Due by Period
(Dollars in thousands)
Total
Less than 1 year
1 – 3
years
3 – 5
years
More than
5 years
Operating leases (1)
$
13,006
$
2,729
$
5,444
$
3,202
$
1,631
Commitments to fund limited partnership investment (2)
14,214
14,214
—
—
—
Unpaid losses and loss adjustment expenses obligations (3)
850,599
291,756
299,410
130,992
128,441
Total
$
877,819
$
308,699
$
304,854
$
134,194
$
130,072
(1) The Company leases office space and equipment as part of its normal operations. The amounts shown above represent future commitments under such operating leases.
(2) Represents future funding commitment of the Company’s participation in a limited partnership investment. See Note 17 of the notes to the consolidated financial statements in Item 8 of Part II of this report for additional information on this commitment.
(3) These amounts represent the gross future amounts needed to pay losses and related loss adjustment expenses and do not reflect amounts that are expected to be recovered from the Company’s reinsurers. See discussion in “Liability for Unpaid Losses and Loss Adjustment Expenses” for more details.
Inflation
Property and casualty insurance premiums are established before the Company knows the amount of losses and loss adjustment expenses or the extent to which inflation may affect such amounts. The Company attempts to anticipate the potential impact of inflation in establishing its reserves.
Future increases in inflation could result in future increases in interest rates, which in turn are likely to result in a decline in the market value of the investment portfolio and resulting in unrealized losses and reductions in shareholders' equity.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under “Business,” “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 of this report for risks, uncertainties and other factors that could cause actual results and experience to differ from those projected.
The forward-looking statements contained in this report are primarily based on the Company’s current expectations and projections about future events and trends that it believes may affect the Company’s business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section captioned “Risk Factors” and elsewhere in this report. These risks are not exhaustive. Other sections of this report include additional factors that could adversely impact the Company’s business and financial performance. Moreover, the Company operates in a very competitive environment. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The Company cannot provide assurance that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
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In addition, statements that “the Company believes” and similar statements reflect the Company’s beliefs and opinions on the relevant subject. These statements are based upon information available to the Company as of the date of this report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that the Company have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
This report and the documents that are referenced in this report and have filed as exhibits to this report should be read with the understanding that actual future results, levels of activity, performance and achievements may be materially different from what the Company expects. The Company qualifies all of its forward-looking statements by these cautionary statements.
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.
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Item 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK
Market Risk
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. Each of these risks is discussed in more detail below. The Company has no commodity risk.
Interest Rate Risk
The Company’s primary market risk exposure is to changes in interest rates. The Company’s fixed income investments are exposed to interest rate risk. Fluctuations in interest rates have a direct impact on the market valuation of these securities. As interest rates rise, the market value of the Company’s fixed income investments fall, and the converse is also true. The Company seeks to manage interest rate risk through an active portfolio management strategy that involves the selection, by the Company’s managers, of investments with appropriate characteristics, such as duration, yield, currency, and liquidity that are tailored to the anticipated cash outflow characteristics of the Company’s liabilities. The Company’s strategy for managing interest rate risk also includes maintaining a high quality bond portfolio with a relatively short duration to reduce the effect of interest rate changes on book value. A significant portion of the Company’s investment portfolio matures each year, allowing for reinvestment at current market rates.
As of December 31, 2023, assuming identical shifts in interest rates for securities of all maturities, the table below illustrates the sensitivity of market value in Global Indemnity’s bonds to selected hypothetical changes in basis point increases and decreases:
(Dollars in thousands)
Change in Market Value
Basis Point Change
Market Value
%
(200)
$
1,322,494
28,701
2.2
%
(100)
1,308,143
14,350
1.1
%
No change
1,293,793
—
—
100
1,279,448
(14,345
)
(1.1
%)
200
1,265,106
(28,687
)
(2.2
%)
Credit Risk
The Company’s investment policy requires that its investments in debt instruments are of high credit quality issuers and limit the amount of credit exposure to any one issuer based upon the rating of the security.
As of December 31, 2023, the Company had approximately $27.8 million worth of investment exposure to subprime and Alt-A investments. As of December 31, 2023, approximately $15.1 million of those investments have been rated BBB to AAA by Standard & Poor’s and $12.7 million were rated below investment grade. As of December 31, 2022, the Company had approximately $24.3 million worth of investment exposure to subprime and Alt-A investments. As of December 31, 2022, approximately $10.1 million of those investments have been rated BBB to AAA by Standard & Poor’s and $14.2 million were rated below investment grade. There was no credit loss recorded on these investments during the years ended December 31, 2023 or 2022.
In addition, the Company has credit risk exposure to its general agencies and reinsurers. The Company seeks to mitigate and control its risks to producers by typically requiring its general agencies to render payments within no more than 45 days after the month in which a policy is effective and including provisions within the Company’s general agency contracts that allow it to terminate a general agency's authority in the event of non-payment.
With respect to its credit exposure to reinsurers, the Company seeks to mitigate and control its risk by ceding business to only those reinsurers having adequate financial strength and sufficient capital to fund their obligation. In addition, the Company seeks to mitigate credit risk to reinsurers through the use of trusts and letters of credit for collateral.
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Equity Price Risk
The Company exited its investment in the stable dividend equity portfolio during the first quarter of 2022. The Company continues to hold a minimal amount of preferred stocks as of December 31, 2023, however, the positions do not pose a significant equity price risk.
Foreign Currency Exchange Risk
The Company has foreign currency exchange risk associated with a portion of the business previously written at Global Indemnity Reinsurance, as well as a small portion of expenses related to corporate overhead in its Ireland office. The Company also maintains cash accounts in foreign currencies in order to pay expenses in foreign countries. At period-end, the Company re-measures those non-U.S. currency financial assets to their current U.S. dollar equivalent. Financial liabilities, if any, are generally adjusted within the reserving process. However, for known losses on claims to be paid in foreign currencies, the Company re-measures the liabilities to their current U.S. dollar equivalent each period end.
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Item 8. FINANCIAL STATEMEN TS AND SUPPLEMENTARY DATA
GLOBAL INDEMNITY GROUP, LLC
Index to Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
73
Consolidated Balance Sheets
75
Consolidated Statements of Operations
76
Consolidated Statements of Comprehensive Income (Loss)
77
Consolidated Statements of Changes in Shareholders’ Equity
78
Consolidated Statements of Cash Flows
79
Notes to Consolidated Financial Statements
80
Index to Financial Statement Schedules
Schedule I
Summary of Investments – Other Than Investments in Related Parties
S- 1
Schedule II
Condensed Financial Information of Registrant
S- 2
Schedule III
Supplementary Insurance Information
S- 5
Schedule IV
Reinsurance Earned Premiums
S- 6
Schedule V
Valuation and Qualifying Accounts and Reserves
S- 7
Schedule VI
Supplementary Information for Property Casualty Underwriters
S- 8
72
Report of Independ ent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Global Indemnity Group, LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Global Indemnity Group, LLC (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
Valuation of Unpaid Losses and Loss Adjustment Expenses
Description of the Matter
At December 31, 2023, the Company’s liability for unpaid losses and loss adjustment expenses was $851 million, of which a significant portion represents incurred but not reported reserves. As described in Note 4 of the consolidated financial statements, the liability for unpaid losses and loss adjustment expenses represents the Company’s best estimate of future amounts needed to pay losses and related settlement expenses with respect to events insured by the Company. The difference between the estimated ultimate loss and loss adjustment expenses and the case incurred loss (paid loss plus case reserve) is considered to be incurred but not reported. There is significant uncertainty inherent in determining management’s best estimate of the ultimate loss and loss adjustment expenses, requiring the use of informed actuarially based estimates and management’s judgment. In particular, the Company’s long-tail reserve categories (such as general liability, construction defect and environmental exposures) are influenced by factors that are subject to significant variation over a long period of time or have high potential severities within the selection and weighting of actuarial methods and assumptions. Assumptions fundamental to the reserving process include claims frequency and severity as well as the review of historical payment and claim reporting patterns and expected loss ratios.
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Auditing management’s best estimate of the liability for unpaid losses and loss adjustment expenses was complex and involved the use of our actuarial specialists due to the significant estimation uncertainty associated with evaluating management’s methods and assumptions in determining the Company’s recorded loss and loss adjustment expense reserves.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s process for estimating loss and loss adjustment expense reserves. This included, among others, the review and approval processes management has in place for the methods and assumptions used in estimating the loss and loss adjustment expense reserves.
To test the Company’s estimate of loss and loss adjustment expense reserves, our audit procedures included among others, the use of our actuarial specialists to evaluate the selection and the weighting of actuarial methods used by management with those methods used in prior periods and those used in the industry. In addition, we also used our actuarial specialists to evaluate the assumptions used in the actuarial methods, by comparing the significant assumptions, including claims frequency and severity, historical payment and claims reporting patterns and expected loss ratios to the Company’s historical experience. We developed a range of reserve estimates which included performing independent projections for a sample of lines of business and compared the range of reserve estimates to the Company’s recorded reserves. We also performed an analysis of historical results of the development of the loss and loss adjustment expense reserves related to prior years.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2015.
Philadelphia, Pennsylvania
March 15, 2024
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GLOBAL INDEMNITY GROUP, LLC
Consolidated B alance Sheets
(In thousands, except share amounts)
ASSETS
December 31, 2023
December 31, 2022
Fixed maturities:
Available for sale, at fair value (amortized cost: $ 1,322,092 and $ 1,301,723 ; net of allowance for expected credit losses of: $ 0 at December 31, 2023 and 2022
$
1,293,793
$
1,248,198
Equity securities, at fair value
16,508
17,520
Other invested assets
38,236
38,176
Total investments
1,348,537
1,303,894
Cash and cash equivalents
38,037
38,846
Premium receivables, net of allowance for expected credit losses of $ 4,796 and $ 3,322 at December 31, 2023 and 2022, respectively
102,158
168,743
Reinsurance receivables, net of allowance for expected credit losses of $ 8,992
at December 31, 2023 and 2022
80,439
85,721
Funds held by ceding insurers
16,989
19,191
Deferred federal income taxes
36,802
47,099
Deferred acquisition costs
42,445
64,894
Intangible assets
14,456
14,810
Goodwill
4,820
4,820
Prepaid reinsurance premiums
4,958
17,421
Receivable for securities sold
3,858
—
Lease right of use assets
9,715
11,739
Other assets
26,362
23,597
Total assets
$
1,729,576
$
1,800,775
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses
$
850,599
$
832,404
Unearned premiums
182,852
269,353
Ceded balances payable
2,642
17,241
Payable for securities purchased
—
66
Federal income tax payable
1,595
—
Contingent commissions
5,632
8,816
Lease liabilities
12,733
15,701
Other liabilities
24,770
30,965
Total liabilities
1,080,823
1,174,546
Commitments and contingencies (Note 17)
—
—
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: 11,042,670 and 10,876,041 , respectively; class A common shares outstanding: 9,771,429 and 10,073,660 , respectively; class B common shares issued and outstanding: 3,793,612 and 3,793,612 , respectively
—
—
Additional paid-in capital
454,791
451,305
Accumulated other comprehensive income (loss), net of tax
( 22,863
)
( 43,058
)
Retained earnings
244,988
233,468
Class A common shares in treasury, at cost: 1,271,241 and 802,381 shares, respectively
( 32,163
)
( 19,486
)
Total shareholders’ equity
648,753
626,229
Total liabilities and shareholders’ equity
$
1,729,576
$
1,800,775
See accompanying notes to consolidated financial statements.
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GLOBAL INDEMNITY GROUP, LLC
Consolidated Statem ents of Operations
(In thousands, except shares and per share data)
Years Ended December 31,
2023
2022
2021
Revenues:
Gross written premiums
$
416,397
$
727,603
$
682,122
Ceded written premiums
( 17,078
)
( 136,272
)
( 102,054
)
Net written premiums
399,319
591,331
580,068
Change in net unearned premiums
74,038
11,140
15,542
Net earned premiums
473,357
602,471
595,610
Net investment income
55,444
27,627
37,020
Net realized investment gains (losses)
( 2,107
)
( 32,929
)
15,887
Other income
1,435
31,365
29,751
Total revenues
528,129
628,534
678,268
Losses and Expenses:
Net losses and loss adjustment expenses
289,153
359,228
384,964
Acquisition costs and other underwriting expenses
182,617
236,381
222,841
Corporate and other operating expenses
23,383
24,421
27,179
Interest expense
—
3,004
10,481
Loss on extinguishment of debt
—
3,529
—
Income before income taxes
32,976
1,971
32,803
Income tax expense
7,547
2,821
3,449
Net income (loss)
25,429
( 850
)
29,354
Less: preferred stock distributions
440
440
440
Net income (loss) available to common shareholders
$
24,989
$
( 1,290
)
$
28,914
Per share data:
Net income (loss) available to common shareholders (1)
Basic
$
1.84
$
( 0.09
)
$
2.00
Diluted
$
1.83
$
( 0.09
)
$
1.97
Weighted-average number of shares outstanding
Basic
13,553,168
14,482,164
14,426,739
Diluted
13,666,408
14,482,164
14,664,330
Cash distributions declared per common share
$
1.00
$
1.00
$
1.00
(1) For the year ended December 31, 2022, “weighted average shares outstanding - basic” was used to calculate “diluted earnings per share” due to a net loss for the period.
See accompanying notes to consolidated financial statements.
76
GLOBAL INDEMNITY GROUP, LLC
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
Years Ended December 31,
2023
2022
2021
Net income (loss)
$
25,429
$
( 850
)
$
29,354
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses)
18,892
( 81,729
)
( 27,384
)
Reclassification adjustment for (gains) losses included in net income (loss)
1,350
32,253
( 278
)
Unrealized foreign currency translation gains (losses)
( 47
)
14
( 242
)
Other comprehensive income (loss), net of tax
20,195
( 49,462
)
( 27,904
)
Comprehensive income (loss), net of tax
$
45,624
$
( 50,312
)
$
1,450
See accompanying notes to consolidated financial statements.
77
GLOBAL INDEMNITY GROUP, LLC
Consolidated Statements of Ch anges in Shareholders’ Equity
(In thousands, except share amounts)
Years Ended December 31,
2023
2022
2021
Number of Series A Cumulative Fixed Rate Preferred Shares
Number at beginning and end of period
4,000
4,000
4,000
Number of class A common shares issued:
Number at beginning of period
10,876,041
10,574,589
10,263,722
Common shares issued under share incentive plans, net of forfeitures
75,541
50,598
41,508
Common shares issued to directors
91,088
97,260
83,199
Share conversion
—
153,594
186,160
Number at end of period
11,042,670
10,876,041
10,574,589
Number of class B common shares issued:
Number at beginning of period
3,793,612
3,947,206
4,133,366
Share conversion
—
( 153,594
)
( 186,160
)
Number at end of period
3,793,612
3,793,612
3,947,206
Par value of Series A Cumulative Fixed Rate Preferred Shares:
Balance at beginning and end of period
$
4,000
$
4,000
$
4,000
Additional paid-in capital:
Balance at beginning of period
$
451,305
$
447,406
$
445,051
Share compensation plans
3,486
3,899
2,355
Balance at end of period
$
454,791
$
451,305
$
447,406
Accumulated other comprehensive income (loss), net of deferred income tax:
Balance at beginning of period
$
( 43,058
)
$
6,404
$
34,308
Other comprehensive income (loss):
Change in unrealized holding gains (losses)
20,242
( 49,476
)
( 27,662
)
Unrealized foreign currency translation gains (losses)
( 47
)
14
( 242
)
Other comprehensive income (loss)
20,195
( 49,462
)
( 27,904
)
Balance at end of period
$
( 22,863
)
$
( 43,058
)
$
6,404
Retained earnings:
Balance at beginning of period
$
233,468
$
249,301
$
234,965
Net income (loss)
25,429
( 850
)
29,354
Preferred share distributions
( 440
)
( 440
)
( 440
)
Distributions to shareholders
( 13,469
)
( 14,543
)
( 14,578
)
Balance at end of period
$
244,988
$
233,468
$
249,301
Number of treasury shares:
Number at beginning of period
802,381
17,496
—
Class A common shares purchased
468,860
923,036
17,318
Class A common shares purchased by GBLI director
—
( 138,151
)
—
Forfeited shares
—
—
178
Number at end of period
1,271,241
802,381
17,496
Treasury shares, at cost:
Balance at beginning of period
$
( 19,486
)
$
( 490
)
$
—
Class A common shares purchased, at cost
( 12,677
)
( 22,335
)
( 490
)
Class A common shares purchased by GBLI director
—
3,339
—
Balance at end of period
$
( 32,163
)
$
( 19,486
)
$
( 490
)
Total shareholders’ equity
$
648,753
$
626,229
$
706,621
See accompanying notes to consolidated financial statements.
78
GLOBAL INDEMNITY GROUP, LLC
Consolidated Statem ents of Cash Flows
(In thousands)
Years Ended December 31,
2023
2022
2021
Cash flows from operating activities:
Net income (loss)
$
25,429
$
( 850
)
$
29,354
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Amortization and depreciation
6,199
8,398
10,414
Amortization of debt issuance costs
—
41
142
Gross proceeds from sale of renewal rights
—
( 30,000
)
( 28,000
)
Impairment loss on right of use lease assets
—
488
1,515
Impairment loss on software
—
508
2,000
Impairment loss on goodwill and intangible assets
—
5,657
1,295
Restricted stock and stock option expense
3,486
3,899
2,355
Deferred federal income taxes
5,326
2,395
3,395
Amortization of bond premium and discount, net
( 6,749
)
1,267
6,509
Net realized investment (gains) losses
2,107
32,929
( 15,887
)
Loss on extinguishment of debt
—
3,529
—
(Income) loss from equity method investments, net of distributions
( 2,369
)
6,549
( 2,716
)
Changes in:
Premium receivables, net
66,585
( 40,299
)
( 19,013
)
Reinsurance receivables, net
5,282
14,143
( 11,156
)
Funds held by ceding insurers
2,142
8,785
17,216
Unpaid losses and loss adjustment expenses
18,195
72,500
97,093
Unearned premiums
( 86,501
)
( 47,213
)
25,071
Ceded balances payable
( 14,599
)
( 18,099
)
26,397
Other assets and liabilities
( 14,970
)
( 12,814
)
( 16,507
)
Contingent commissions
( 3,184
)
913
( 2,929
)
Federal income tax payable
1,595
—
—
Deferred acquisition costs
22,449
( 4,563
)
4,864
Prepaid reinsurance premiums
12,463
36,073
( 40,613
)
Net cash provided by operating activities
42,886
44,236
90,799
Cash flows from investing activities:
Proceeds from sale of fixed maturities
148,164
933,554
1,065,398
Proceeds from sale of equity securities
1,158
88,726
54,691
Proceeds from maturity of fixed maturities
280,115
81,546
87,057
Proceeds from maturity of preferred stock
500
1,000
666
Proceeds from other invested assets
2,309
107,925
17,082
Amounts received (paid) in connection with derivatives
—
12,726
2,723
Purchases of fixed maturities
( 448,465
)
( 1,164,683
)
( 1,207,231
)
Purchases of equity securities
( 111
)
( 10,660
)
( 42,905
)
Purchases of other invested assets
—
—
( 70,000
)
Gross proceeds from sale of renewal rights
—
30,000
28,000
Net cash provided by (used for) investing activities
( 16,330
)
80,134
( 64,519
)
Cash flows from financing activities:
Distributions paid to common shareholders
( 14,248
)
( 14,366
)
( 14,431
)
Distributions paid to preferred shareholders
( 440
)
( 440
)
( 440
)
Purchases of class A common shares
( 12,677
)
( 22,335
)
( 490
)
Issuance of class A common shares
—
3,339
—
Redemption of subordinated notes
—
( 130,000
)
—
Net cash used for financing activities
( 27,365
)
( 163,802
)
( 15,361
)
Net change in cash and cash equivalents
( 809
)
( 39,432
)
10,919
Cash and cash equivalents at beginning of period
38,846
78,278
67,359
Cash and cash equivalents at end of period
$
38,037
$
38,846
$
78,278
See accompanying notes to consolidated financial statements.
79
1. Principles of Consolidation and Basis of Presentation
Global Indemnity Group, LLC (“Global Indemnity” 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 . This transaction resulted in the redomestication of the Company to the United States. 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.
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. See Note 22 for additional information regarding segments.
Global Indemnity Group, LLC is a holding company that is classified as a publicly traded partnership for U.S. federal income tax purposes and meets the qualifying income exception to maintain partnership status.
Global Indemnity Group, LLC owns all 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.
The insurance companies’ primary activity is providing insurance products across a distribution network that includes wholesale general agents, retail agents, and direct-to-consumer. The Company manages the distribution of its core product offerings through Penn-America (formerly known as Commercial Specialty). Penn-America offers specialty property and casualty products designed for GBLI's Wholesale Commercial, Programs, InsurTech, and Assumed Reinsurance product offerings. These product lines are offered in the excess and surplus lines marketplace. 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. Collectively, the Company’s insurance subsidiaries are licensed in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands.
The consolidated financial statements 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 consolidated financial statements include the accounts of Global Indemnity Group, LLC and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Certain amounts not reported in the Consolidated Statements of Operations for 2021 have been reported to conform to the presentation adopted in 2022. Specifically, the Company reported ceded written premiums and change in net unearned premiums in the presentation for 2022 and 2023. This change had no effect on total revenues, total expenses, or net income (loss) reported for the prior years.
2. Sale of Renewal Rights
Manufactured & Dwelling Homes Business
On October 26, 2021, the Company sold the renewal rights related to its manufactured and dwelling homes business to K2 Insurance Services (“K2”) and American Family Mutual Insurance Company (“American Family”). Pursuant to the tripartite transaction, the Company received $ 28.0 million in cash in October 2021. The Company also retained the American Reliable 50-state licensed operating unit, $ 65 million of net capital supporting the business, and a related $ 42 million unearned premium reserve. The Company currently leases office space in Scottsdale, Arizona. As part of this sale, K2 is subleasing approximately one third of the Scottsdale, Arizona office space. Currently, the Company intends to exercise the early termination clause in its Scottsdale, Arizona lease. The Company expects it will receive $ 1.6 million in sublease payments from K2 between October 2021 and October 2026.
80
To facilitate the transaction, American Reliable retained the specialty residential property business in Florida and Louisiana and also retained business that was previously placed in runoff. American Reliable commenced the non-renewal of manufactured home insurance in Florida beginning on March 11, 2022, for policies expiring on or after July 10, 2022. American Reliable and United National non-renewed manufactured home and dwelling insurance in Louisiana beginning on or about January 31, 2022, for policies renewing on or after March 7, 2022. American Family assumed 100 % of the risks for all policies covered under the renewal rights agreement which are written or renewed after October 26, 2021, except for policies covering properties in the state of Florida. The Company also retained risk for business previously placed in runoff and policies in Louisiana. There were no specialty residential property policies in-force in Florida and Louisiana as of December 31, 2023.
In addition, effective November 30, 2021, the Company and American Family reached an agreement where American Family agreed to reinsure 100 % of the Company’s unearned premium reserves of the same types as the policies comprising the manufactured and dwelling homes business lines noted above that were in force as of November 30, 2021. The approximate amount of the unearned premium reserves at November 30, 2021 was $ 33.8 million. The Company received a 40 % ceding commission which included a provision for a 4 % claims administration fee to be paid by the Company directly to K2 Claims.
The gross proceeds from this sale of $ 28.0 million are included in other income on the Company’s consolidated statements of operations for the year ended December 31, 2021. Legal expenses and merger and acquisition fees related to the sale were $ 2.4 million for the year ended December 31, 2021. In addition, the Company recorded an impairment of goodwill, intangible assets, software, and lease costs in the amount of $ 1.1 million, $ 0.2 million, $ 2.0 million, and $ 1.5 million, respectively, for the year ended December 31, 2021. The Company also recorded an additional impairment of lease cost in the amount of $ 0.6 million for the year ended December 31, 2022. The impairments and expenses related to sale are included on the Company’s consolidated statements of operations as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Acquisition costs and other underwriting expenses
$
—
$
644
$
—
Corporate and other operating expenses
—
—
7,202
Total impairments and expenses related to sale
$
—
$
644
$
7,202
See Note 8 for additional information on the impairment of goodwill and intangible assets and Note 14 for additional information on impairment of leases.
Farm, Ranch & Stable
On August 8, 2022, the Company sold the renewal rights related to its Farm, Ranch & Stable business for policies written on or after August 8, 2022 to Everett Cash Mutual Insurance Company for $ 30.0 million. The Company retained the unearned premium reserves for business written prior to August 8, 2022.
The gross proceeds from this sale of $ 30.0 million are included in other income on the Company’s consolidated statements of operations for the year ended December 31, 2022. In addition, the Company also recorded an impairment of goodwill, intangible assets, software, and lease costs in the amount of $ 0.6 million, $ 5.1 million, $ 0.5 million, and $ 0.5 million, respectively , for the year ended December 31, 2022 . Legal expenses and merger and acquisition fees related to the sale were $ 2.5 million for the year ended December 31, 2022. The impairments and expenses related to sale are included on the Company’s consolidated statements of operations as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Acquisition costs and other underwriting expenses
$
—
$
1,034
$
—
Corporate and other operating expenses
—
8,142
—
Total impairments and expenses related to sale
$
—
$
9,176
$
—
See Note 8 for additional information on the impairment of goodwill and intangible assets and Note 14 for additional information on impairment of leases.
In conjunction with this sale, Everett Cash Mutual Insurance Company also acquired the Company’s wholly-owned subsidiary, American Reliable Insurance Company, on December 31, 2022 for an amount equal to book value, which was $ 10.0 million, at the time of closing.
81
3. 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.
The following table summarizes charges incurred by expense type and the remaining liability as of December 31, 2023 and 2022:
(Dollars in thousands)
Consolidated Statements of Operations Line
Employee Termination
Lease Right of Use Asset Impairment
Total
Charges incurred in 2022
Corporate and other operating expenses
$
2,635
$
—
$
2,635
Charges incurred in 2022
Acquisition costs and other underwriting expenses (1)
—
812
812
Non-cash asset charges
—
( 812
)
( 812
)
Liability at December 31, 2022
2,635
—
2,635
Charges incurred in 2023
Corporate and other operating expenses
1,997
—
1,997
Cash payments in 2023
( 4,554
)
—
( 4,554
)
Liability at December 31, 2023
$
78
$
—
$
78
(1) These charges were recorded within the Company's Non-Core Operations segment.
Any information technology development initiatives related to business lines within Non-Core Operations have been discontinued.
4. Summary of Significant Accounting Policies
Investments
The Company’s investments in fixed maturities, which are classified as available for sale, and equity securities are carried at their fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of the Company's fixed maturities and equity securities are determined on the basis of quoted market prices where available. If quoted market prices are not available, the Company uses third-party pricing services to assist in determining fair value. In many instances, these services examine the pricing of similar instruments to estimate fair value. The Company purchases bonds with the expectation of holding them to their maturity; however, changes to the portfolio are sometimes required to assure it is appropriately matched to liabilities. In addition, changes in financial market conditions and tax considerations may cause the Company to sell an investment before it matures. The difference between amortized cost and fair value of the Company’s fixed maturity portfolio, net of the effect of deferred income taxes, is reflected in accumulated other comprehensive income (loss) within shareholders’ equity and, accordingly, has no effect on net income (loss) other than for the credit loss component of impairments and losses recognized as a result of the intent to sell. Equity securities are measured at fair value with the changes in fair value recognized in net income (loss).
For investments in limited partnerships and limited liability companies where the ownership interest is less than 3%, the Company carries these investments at fair value, and the change in the difference between cost and the fair value of these interests, net of the effect of deferred income taxes, is reflected in accumulated other comprehensive income (loss) wi thin shareholders' equity and, accordingly, has no effect on net income (loss). The Company uses the equity method to account for investments in limited partnerships and limited liability companies where its ownership interest exceeds 3 %. The equity method of accounting for an investment in a limited partnership and limited liability company requires that its cost basis be updated to account for the income or loss earned on the investment. The receipt of results for investments in limited partnerships and limited liability companies may vary. If results are received on a timely basis, they are included in current results. If they are not received on a timely basis, they are recorded on a one quarter lag. The recording of such results are applied consistently for each investment once the timing of receiving the results has been established. The income or loss associated with the limited partnerships and limited liability companies is reflected in the consolidated statements of operations, and the adjusted cost basis approximates fair value.
The Company’s investments in other invested assets were valued at $ 38.2 million as of December 31, 2023 and 2022. These amounts relate to investments in limited partnerships and limited liability companies whose carrying value approximates fair value.
82
Net realized gains and losses on investments are determined based on the first-in, first-out method.
The Company regularly performs various analytical valuation procedures with respect to its investments, including reviewing each available for sale debt security in an unrealized loss position to assess whether the decline in fair value below amortized cost basis has resulted from a credit loss or other factors. In assessing whether a credit loss exists, the Company compares the present value of the cash flows expected to be collected from the security to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis of the security, a credit loss exists and an allowance for expected credit losses is recorded. Subsequent changes in the allowances are recorded in the period of change as either credit loss expense or reversal of credit loss expense. Any impairments related to factors other than credit losses and the intent to sell are recorded through other comprehensive income, net of taxes.
For fixed maturities, the factors considered in reaching the conclusion that a credit loss exists include, among others, whether:
(1) the extent to which the fair value is less than the amortized cost basis;
(2) the issuer is in financial distress;
(3) the investment is secured;
(4) a significant credit rating action occurred;
(5) scheduled interest payments were delayed or missed;
(6) changes in laws or regulations have affected an issuer or industry;
(7) the investment has an unrealized loss and was identified by the Company’s investment manager as an investment to be sold before recovery or maturity;
(8) the investment failed cash flow projection testing to determine if anticipated principal and interest payments will be realized; and
(9) changes in US Treasury rates and/or credit spreads since original purchase to identify whether the unrealized loss is simply due to interest rate movement.
According to accounting guidance for debt securities in an unrealized loss position, the Company is required to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before the anticipated recovery. If either of these conditions is met, any allowance for expected credit losses is written off and the amortized cost basis is written down to the fair value of the fixed maturity security with any incremental impairment reported in earnings. That new amortized cost basis shall not be adjusted for subsequent recoveries in fair value.
The Company elected the practical expedient to exclude accrued interest from both the fair value and the amortized cost basis of the available for sale debt securities for the purposes of identifying and measuring an impairment and to not measure an allowance for expected credit losses for accrued interest receivables. Accrued interest receivable is written off through net realized investment gains (losses) at the time the issuer of the bond defaults or is expected to default on payment. The Company made an accounting policy election to present the accrued interest receivable balance with other assets on the Company’s consolidated statements of financial position. Accrued interest receivable related to fixed maturities was $ 7.5 million and $ 8.4 million as of December 31, 2023 and 2022 , respectively.
Variable Interest Entities
A Variable Interest Entity (“VIE”) refers to an investment in which an investor holds a controlling interest that is not based on the majority of voting rights. Under the VIE model, the party that has the power to exercise significant management influence and maintain a controlling financial interest in the entity’s economics is said to be the primary beneficiary, and is required to consolidate the entity within their results. Other entities that participate in a VIE, for which their financial interests fluctuate with changes in the fair value of the investment entity’s net assets but do not have significant management influence and the ability to direct the VIE’s significant economic activities are said to have a variable interest in the VIE but do not consolidate the VIE in their financial results.
The Company has variable interests in two VIEs for which it is not the primary beneficiary. These investments are accounted for under the equity method of accounting as their ownership interest exceeds 3 % of their respective investments.
83
Cash and Cash Equivalents
For the purpose of the statements of cash flows, the Company considers all liquid instruments with an original maturity of three months or less to be cash equivalents. The Company has a cash management program that provides for the investment of excess cash balances primarily in short-term money market instruments. Generally, bank balances exceed federally insured limits. The carrying amount of cash and cash equivalents approximates fair value.
At December 31, 2023 and 2022 , the Company had approximately $ 36.9 million and $ 26.0 million, respectively, of cash and cash equivalents that was invested in a diversified portfolio of high quality short-term debt securities.
Valuation of Premium Receivables
The Company evaluates the collectability of premium receivables based on a combination of factors. In instances in which the Company is aware of a specific circumstance where a party may be unable to meet its financial obligations to the Company, a specific allowance for expected credit losses against amounts due is recorded to reduce the net receivable to the amount reasonably believed by management to be collectible. For all remaining balances, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, direct placement with collection agencies, solvency of insured or agent, terminated agents, and other relevant factors. The allowance for expected credit losses was $ 4.8 million and $ 3.3 million as of December 31, 2023 and 2022 , respectively.
Goodwill and Intangible Assets
The Company tests for impairment of goodwill at least annually and more frequently as circumstances warrant in accordance with applicable accounting guidance. Accounting guidance allows for the testing of goodwill for impairment using both qualitative and quantitative factors. Impairment of goodwill is recognized only if the carrying amount of the reporting unit, including goodwill, exceeds the fair value of the reporting unit. The amount of the impairment loss would be equal to the excess carrying value of the goodwill over the implied fair value of the reporting unit goodwill.
Impairment of intangible assets with an indefinite useful life is tested at least annually and more frequently as circumstances warrant in accordance with applicable accounting guidance. Accounting guidance allows for the testing of indefinite lived intangible assets for impairment using both qualitative and quantitative factors. Impairment of indefinite lived intangible assets is recognized only if the carrying amount of the intangible assets exceeds the fair value of said assets. The amount of the impairment loss would be equal to the excess carrying value of the assets over the fair value of said assets.
Intangible assets that are not deemed to have an indefinite useful life are amortized over their estimated useful lives. The carrying amounts of definite lived intangible assets are regularly reviewed for indicators of impairment in accordance with applicable accounting guidance. Impairment is recognized only if the carrying amount of the intangible asset is in excess of its undiscounted projected cash flows. The impairment is measured as the difference between the carrying amount and the estimated fair value of the asset.
See Note 8 for additional information on goodwill and intangible assets as well as the results of qualitative impairment assessments performed.
Reinsurance
In the normal course of business, the Company seeks to reduce the loss that may arise from events that cause unfavorable underwriting results by reinsuring certain levels of risk from various areas of exposure with reinsurers. Amounts receivable from reinsurers are estimated in a manner consistent with the reinsured policy and the reinsurance contract.
The Company regularly reviews the collectability of reinsurance receivables. An allowance for uncollectible reinsurance receivables is recognized 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. Any changes in the allowance resulting from this review are included in net losses and loss adjustment expenses on the consolidated statements of operations during the period in which the determination is made. The allowance for expected credit losses was $ 9.0 million as of December 31, 2023 and 2022,.
The applicable accounting guidance requires that the reinsurer must assume significant insurance risk under the reinsured portions of the underlying insurance contracts and that there must be a reasonably possible chance that the reinsurer may realize a significant loss from the transaction. The Company has evaluated its reinsurance contracts and concluded that each contract qualifies for reinsurance accounting treatment pursuant to this guidance.
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Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. The deferred tax asset balance is analyzed regularly by management. This assessment requires significant judgment and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of carryforward periods, and tax planning strategies and/or actions. Management believes that it is more likely than not that the results of future operations can generate sufficient taxable income to realize the remaining deferred income tax assets, and accordingly, the Company has not established any valuation allowances.
Deferred Acquisition Costs
The costs of acquiring new and renewal insurance and reinsurance contracts primarily include commissions, premium taxes and certain other costs that are directly related to the successful acquisition of new and renewal insurance and reinsurance contracts. The excess of the Company’s costs of acquiring new and renewal insurance and reinsurance contracts over the related ceding commissions earned from reinsurers is capitalized as deferred acquisition costs and amortized over the period in which the related premiums are earned.
The amortization of deferred acquisition costs for the years ended December 31, 2023, 2022, and 2021 was $ 120.9 million , $ 150.9 million , and $ 144.9 million , respectively.
Premium Deficiency
A premium deficiency is recognized if the sum of expected loss and loss adjustment expenses and unamortized acquisition costs exceeds related unearned premium after consideration of investment income. This evaluation is done at a distribution and product line/treaty level. Any future expected loss on the related unearned premium is recorded first by impairing the unamortized acquisition costs on the related unearned premium followed by an increase to loss and loss adjustment expense reserves on additional expected loss in excess of unamortized acquisition costs. No premium deficiency reserve existed as of December 31, 2023 or 2022 .
Derivative Instruments
The Company used derivative instruments to manage its exposure to cash flow variability from interest rate risk and limit exposure to severe equity market changes. The derivative instruments were carried on the balance sheet at fair value and included in other assets and other liabilities. Changes in the fair value of the derivative instruments and the periodic net interest settlements under the derivatives instruments were recognized as net realized investment gains (losses) on t he consolidated statements of operations.
Subordinated Notes
The carrying amounts reported in the balance sheet, if any, represent the outstanding balances, net of deferred issuance cost. See Note 13 for details.
Unpaid Losses and Loss Adjustment Expenses
The liability for unpaid losses and loss adjustment expenses represents the Company’s best estimate of future amounts needed to pay losses and related settlement expenses with respect to events insured by the Company. This liability is based upon the accumulation of individual case estimates for losses reported prior to the close of the accounting period with respect to direct business, estimates received from ceding companies with respect to assumed reinsurance, and estimates of unreported losses.
The process of establishing the liability for unpaid losses and loss adjustment is complex, requiring the use of informed actuarially based estimates and Management’s judgment. In some cases, significant periods of time, up to several years or more, may elapse between the occurrence of an insured loss and the reporting of that loss to the Company. To establish this liability, the Company regularly reviews and updates the methods of making such estimates and establishing the resulting liabilities. Any resulting adjustments are recorded in consolidated statements of operations during the period in which the determination is made.
Share Repurchases
Shares repurchased from employees or third parties by Global Indemnity Group, LLC are held as treasury stock and recorded at cost until formally retired by Global Indemnity Group, LLC.
85
Retirement of Treasury Stock
Upon the formal retirement of treasury stock, Global Indemnity Group, LLC offsets the par value of the treasury stock that is being retired against common shares and reflects any excess of cost over par value as a deduction from Additional Paid-in Capital.
Share Redemptions
When shares are redeemed, Global Indemnity Group, LLC offsets the par value of the redeemed shares against common shares and reflects any excess of cost over par value as a deduction from Retained Earnings.
Premiums
Premiums are recognized as revenue ratably over the term of the respective policies and treaties. Unearned premiums are computed on a pro rata basis to the day of expiration.
Mandatory reinstatement premiums assessed on reinsurance policies are earned in the period of the loss event that gave rise to the reinstatement premiums.
Contingent Commissions
Certain professional general agencies of GBLI are paid special incentives, referred to as contingent commissions, when results of business produced by these agencies are more favorable than predetermined thresholds. Similarly, in some circumstances, companies that cede business to GBLI are paid profit commissions based on the profitability of the ceded portfolio. These commissions are charged to other underwriting expenses when incurred.
Share-Based Compensation
The Company accounts for stock options and other equity based compensation using the modified prospective application of the fair value-based method permitted by the appropriate accounting guidance. See Note 18 for details.
Earnings per Share
Basic earnings per share have been calculated by dividing net income (loss) available to common shareholders by the weighted-average common shares outstanding. In periods of net income, diluted earnings per share have been calculated by dividing net income available to common shareholders by the sum of the weighted-average common shares outstanding and the weighted-average common share equivalents outstanding, which include options and other equity awards. In periods of net loss, diluted earnings per share is the same as basic earnings per share. See Note 20 for details.
Foreign Currency
At times, the Company maintains investments and cash accounts in foreign currencies related to the operations of its business. At period-end, the Company re-measures non-U.S. currency financial assets to their current U.S. dollar equivalent. The resulting gain or loss for foreign denominated fixed maturity investments, if any, is reflected in accumulated other comprehensive income (loss) within shareholders’ equity; whereas, the gain or loss on foreign denominated cash accounts and equity securities is reflected in income during the period. Financial liabilities, if any, are generally adjusted within the reserving process. However, for known losses on claims to be paid in foreign currencies, the Company re-measures the liabilities to their current U.S. dollar equivalent each period end with the resulting gain or loss reflected in income during the period. Net transaction gains and losses, primarily comprised of re-measurement of known losses on claims to be paid in foreign currencies, were a loss of $ 0.5 million, a gain of $ 0.3 million, and a gain of $ 0.5 million for the years ended December 31, 2023, 2022, and 2021 , respectively.
Leases
The Company determines if an arrangement is a lease at inception. Leases with a term of 12 months or less are not recorded on the consolidated balance sheets. For leases with a term of greater than 12 months, lease right-of-use assets (“ROU”) and lease liabilities are included on the consolidated balance sheets.
Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company’s leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate at the commencement date in determining the present value of future payments. The ROU asset is calculated using the initial lease liability amount, plus any lease payments made at or before the commencement date, minus any lease incentives received, plus any initial direct costs incurred. Lease expenses for minimum lease payments are recognized on a straight-line basis over the lease term.
86
The Company’s lease agreements may contain both lease and non-lease components which are accounted separately. The Company elected the practical expedient on not separating lease components from non-lease components for its equipment leases.
Rental income derived from subleases are recognized on a straight-line basis over the operating lease term.
Other Income
Other income is primarily comprised of fee income, foreign exchange gains and losses, and gain on sale of the renewal rights.
Capitalized Software Costs
Capitalized software costs, which represent costs directly related to obtaining, developing or upgrading internal use software, are capitalized during the application development stage. These costs generally consist of internal personnel costs and external consulting fees. Capitalized software costs, which are included in other assets on the Company’s Consolidated Balance Sheets, are amortized using the straight-line method over its estimated useful life beginning when the software is put into production. Internal and external costs incurred during the preliminary project stage, training costs, most data conversion costs, and maintenance costs are charged to expense as incurred.
Capitalized software costs were $ 4.0 million and $ 4.1 million at December 31, 2023 and 2022, respectively. Amortization expense related to capitalized software for the years ended December 31, 2023, 2022, and 2021 w as $ 4.9 million, $ 6.1 million, and $ 7.1 million, respectively.
5. Investments
The amortized cost and estimated fair value of the Company’s fixed maturities securities were as follows as of December 31, 2023 and 2022 :
(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
(Dollars in thousands)
Amortized
Cost
Allowance for Expected Credit Losses
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
As of December 31, 2022
Fixed maturities:
U.S. treasuries
$
352,533
$
—
$
—
$
( 8,430
)
$
344,103
Obligations of states and political subdivisions
33,471
—
—
( 1,876
)
31,595
Mortgage-backed securities
67,560
—
165
( 5,609
)
62,116
Asset-backed securities
198,161
—
390
( 9,151
)
189,400
Commercial mortgage-backed securities
104,777
—
20
( 6,133
)
98,664
Corporate bonds
353,622
—
16
( 14,858
)
338,780
Foreign corporate bonds
191,599
—
—
( 8,059
)
183,540
Total fixed maturities
$
1,301,723
$
—
$
591
$
( 54,116
)
$
1,248,198
As of December 31, 2023 and 2022, the Company’s investments in equity securities consist of the following:
December 31,
(Dollars in thousands)
2023
2022
Common stock
$
—
$
1,271
Preferred stock
16,508
16,249
Total
$
16,508
$
17,520
87
Excluding U.S. treasuries and limited partnerships, the Company did not hold any debt or equity investments in a single issuer in excess of 2.1 % and 2.4 % of shareholders' equity at December 31, 2023 and 2022, respectively.
The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at December 31, 2023, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
(Dollars in thousands)
Amortized
Cost
Estimated
Fair Value
Due in one year or less
$
663,046
$
660,141
Due in one year through five years
279,876
270,667
Due in five years through ten years
13,018
11,619
Due after ten years
11,542
10,407
Mortgage-backed securities
63,173
58,927
Asset-backed securities
207,375
202,952
Commercial mortgage-backed securities
84,062
79,080
Total
$
1,322,092
$
1,293,793
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 7.
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 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, 2022. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 7.
Less than 12 months
12 months or longer
Total
(Dollars in thousands)
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fixed maturities:
U.S. treasuries
$
335,781
$
( 7,518
)
$
8,322
$
( 912
)
$
344,103
$
( 8,430
)
Obligations of states and political subdivisions
27,772
( 1,378
)
3,778
( 498
)
31,550
( 1,876
)
Mortgage-backed securities
51,517
( 4,228
)
7,860
( 1,381
)
59,377
( 5,609
)
Asset-backed securities
97,857
( 3,610
)
62,689
( 5,541
)
160,546
( 9,151
)
Commercial mortgage-backed securities
67,926
( 4,072
)
27,907
( 2,061
)
95,833
( 6,133
)
Corporate bonds
261,123
( 8,480
)
71,192
( 6,378
)
332,315
( 14,858
)
Foreign corporate bonds
150,308
( 5,469
)
31,232
( 2,590
)
181,540
( 8,059
)
Total fixed maturities
$
992,284
$
( 34,755
)
$
212,980
$
( 19,361
)
$
1,205,264
$
( 54,116
)
88
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 December 31, 2023 concluded the unrealized losses discussed 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 forced to sell the security before recovery. The impairment evaluation process is discussed in the “Investment” section of Note 4 (“Summary of Significant Accounting Policies”).
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 December 31, 2023, gross unrealized losses related to U.S. treasuries were $ 3.391 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 December 31, 2023, gross unrealized losses related to obligations of states and political subdivisions were $ 1.176 million . To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, elements that may influence the performance of the municipal bond market are considered in evaluating these securities such as investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies. Based on the analysis performed, the Company did not recognize a credit loss on obligations of states and political subdivisions during the period.
Mortgage-backed securities (“MBS”) – As of December 31, 2023, gross unrealized losses related to mortgage-backed securities were $ 4.475 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 December 31, 2023, gross unrealized losses related to asset backed securities were $ 5.091 million . The weighted average credit enhancement for the Company’s asset backed portfolio is 36.1 . This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, every ABS transaction is analyzed on a stand-alone basis. This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction. Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral. The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type. These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss. The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest. Based on the analysis performed, the Company did not recognize a credit loss on asset backed securities during the period.
Commercial mortgage-backed securities (“CMBS”) - As of December 31, 2023, gross unrealized losses related to the CMBS portfolio were $ 4.994 million . The weighted average credit enhancement for the Company’s CMBS portfolio is 47.3 . This represents the percentage of pool losses that can occur before a commercial mortgage-backed security will incur its first dollar of principal loss. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy. Each loan is analyzed over time using a series of tests to determine if a credit event will occur during the life of the loan. Inherent in this process are several economic scenarios and their corresponding rent/vacancy and capital market states. The five primary credit events that frame the analysis include loan modifications, term default, balloon default, extension, and ability to pay off at balloon. The resulting output is the expected loss adjusted cash flows for each bond under the base case and distressed scenarios. Based on the analysis performed, the Company did not recognize a credit loss on commercial mortgage-backed securities during the period.
Corporate bonds - As of December 31, 2023 , gross unrealized losses related to corporate bonds were $ 6.929 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, analysis f or 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
89
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 December 31, 2023, gross unrealized losses related to foreign bonds were $ 3.823 million . To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, detailed financial models are maintained that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on foreign bonds during the period.
The Company has evaluated its investment portfolio and has determined that an allowance for expected credit losses on its investments is not required.
The Company recorded the following impairments on its investment portfolio for the years ended December 31, 2023, 2022, and 2021 and are related to securities in an unrealized loss position where the Company had an intent to sell the securities:
Years Ended December 31,
(Dollars in thousands)
2023
2022 (1)
2021
Fixed maturities:
Impairment related to intent to sell
$
—
$
( 26,205
)
$
—
Total
$
—
$
( 26,205
)
$
—
(1) In response to a rising interest rate environment, the Company took action early in April 2022 to shorten the duration of its fixed maturities portfolio. In connection with these actions, the Company identified fixed maturities securities with a weighted average life of five years or greater as having an intent to sell resulting in other-than-temporary impairment losses. The majority of which were sold in the 2nd quarter of 2022. Most of the proceeds from the sale of these securities were reinvested into fixed income investments with maturities of two years . As a result of these actions, the Company's book yield rose over time. Book yield was approximately 2.2 % at December 31, 2021 and 4 .0 % at December 31, 2023 .
Accumulated Other Comprehensive Income (Loss), Net of Tax
Accumulated other comprehensive income (loss), net of tax, as of December 31, 2023 and 2022 was as follows:
December 31,
(Dollars in thousands)
2023
2022
Net unrealized gains (losses) from:
Fixed maturities
$
( 28,299
)
$
( 53,525
)
Foreign currency fluctuations
( 187
)
( 127
)
Deferred taxes
5,623
10,594
Accumulated other comprehensive income (loss), net of tax
$
( 22,863
)
$
( 43,058
)
The following tables present the changes in accumulated other comprehensive incom e (loss) by components, for the years ended December 31, 2023 and 2022:
Year Ended December 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
23,572
( 60
)
23,512
Amounts reclassified from accumulated other comprehensive income, before tax
1,654
—
1,654
Other comprehensive income (loss), before tax
25,226
( 60
)
25,166
Income tax benefit (expense)
( 4,983
)
12
( 4,971
)
Ending balance, net of tax
$
( 22,715
)
$
( 148
)
$
( 22,863
)
90
Year Ended December 31, 2022
(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
$
6,519
$
( 115
)
$
6,404
Other comprehensive income (loss) before reclassification, before tax
( 101,255
)
18
( 101,237
)
Amounts reclassified from accumulated other comprehensive income, before tax
39,610
—
39,610
Other comprehensive income (loss), before tax
( 61,645
)
18
( 61,627
)
Income tax benefit (expense)
12,168
( 3
)
12,165
Ending balance, net of tax
$
( 42,958
)
$
( 100
)
$
( 43,058
)
The reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2023 and 2022 were as follows:
(Dollars in thousands)
Amounts Reclassified from
Accumulated Other
Comprehensive Income
Years Ended December 31,
Details about Accumulated Other
Comprehensive Income Components
Affected Line Item in the Consolidated Statements of Operations
2023
2022
Unrealized gains and losses on available for sale securities
Other net realized investment (gains) losses
$
1,654
$
13,405
Other than temporary impairment losses on investments
—
26,205
Total before tax
$
1,654
$
39,610
Income tax expense (benefit)
( 304
)
( 7,357
)
Total reclassifications, net of tax
$
1,350
$
32,253
Net Realized Investment Gains (Losses)
The components of net realized investment gains (losses) for the years ended December 31, 2023, 2022, and 2021 were as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Fixed maturities:
Gross realized gains
$
49
$
688
$
11,390
Gross realized losses
( 1,703
)
( 40,298
)
( 11,048
)
Net realized gains (losses)
( 1,654
)
( 39,610
)
342
Equity securities:
Gross realized gains
1,061
2,289
15,350
Gross realized losses
( 1,514
)
( 5,681
)
( 1,910
)
Net realized gains (losses)
( 453
)
( 3,392
)
13,440
Derivatives:
Gross realized gains
—
12,844
8,035
Gross realized losses
—
( 2,771
)
( 5,930
)
Net realized gains (losses) (1)
—
10,073
2,105
Total net realized investment gains (losses)
$
( 2,107
)
$
( 32,929
)
$
15,887
(1) Includes periodic net interest settlements related to the derivativ es of $ 3.0 million and $ 5.6 million for the years ended December 31, 2022 and 2021 , respectively.
The following table shows the calculation of the portion of realized gains and losses related to equity securities held as of December 31, 2023, 2022, and 2021:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Net gains (losses) recognized during the period on equity securities
$
( 453
)
$
( 3,392
)
$
13,440
Less: net gains (losses) recognized during the period on equity securities sold during the period
( 36
)
10,577
4,058
Unrealized gains (losses) recognized during the reporting period on equity securities
$
( 417
)
$
( 13,969
)
$
9,382
91
The proceeds from sales and redemptions of available for sale and equity securities resulting in net realized investme nt gains (losses) for the years ended December 31, 2023, 2022, and 2021 were as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Fixed maturities
$
148,164
$
933,554
$
1,065,398
Equity securities
1,158
88,726
54,691
Net Investment Income
The sources of net investment income for the years ended December 31, 2023, 2022, and 2021 were as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Fixed maturities
$
49,987
$
33,852
$
25,751
Equity securities
917
1,100
2,692
Cash and cash equivalents
1,593
790
363
Other invested assets
4,463
( 5,966
)
10,856
Total investment income
56,960
29,776
39,662
Investment expense
( 1,516
)
( 2,149
)
( 2,642
)
Net investment income
$
55,444
$
27,627
$
37,020
As of December 31, 2023 and 2022, the Comp any did no t own any fixed maturity securities that were non-income producing for the preceding twelve months.
The Company’s total investment return on a pre-tax basis for the years ended December 31, 2023, 2022, and 2021 were as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Net investment income
$
55,444
$
27,627
$
37,020
Net realized investment gains (losses)
( 2,107
)
( 32,929
)
15,887
Change in unrealized holding gains (losses)
25,166
( 61,627
)
( 34,363
)
Net realized and unrealized investment returns
23,059
( 94,556
)
( 18,476
)
Total investment return
$
78,503
$
( 66,929
)
$
18,544
Total investment return %
5.7
%
( 4.7
%)
1.2
%
Average investment portfolio (1)
$
1,366,553
$
1,437,327
$
1,490,933
(1) Average of total cash and invested assets, net of receivable/payable for securities purchased and sold, as of the beginning and end of the period.
Insurance Enhanced Asset-Backed and Credit Securities
As of December 31, 2023, the Company held insurance enhanced municipal bonds with a market value of approximately $ 4.9 million , which represented 0.4 % of the Company’s total cash and invested assets, net of payable/receivable for securities purchased and sold. The financial guarantors of the Company’s $ 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 December 31, 2023.
Bonds Held on Deposit
Certain cash and cash equivalents and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral, or were held in trust. The fair values were as follows as of December 31, 2023 and 2022:
Estimated Fair Value
(Dollars in thousands)
December 31, 2023
December 31, 2022
On deposit with governmental authorities
$
19,262
$
19,290
Held in trust pursuant to third-party requirements
150,796
161,901
Total (1)
$
170,058
$
181,191
92
(1) Includes cash and cash equivalents of $ 9.0 million and $ 3.7 million at December 31, 2023 and December 31, 2022 , respectively, with the remainder related to bonds available for sale.
Variable Interest Entities
A Variable Interest Entity (“VIE”) refers to an investment in which an investor holds a controlling interest that is not based on the majority of voting rights. Under the VIE model, the party that has the power to exercise significant management influence and maintain a controlling financial interest in the entity’s economics is said to be the primary beneficiary, and is required to consolidate the entity within their results. Other entities that participate in a VIE, for which their financial interests fluctuate with changes in the fair value of the investment entity’s net assets but do not have significant management influence and the ability to direct the VIE’s significant economic activities are said to have a variable interest in the VIE but do not consolidate the VIE in their financial results.
The Company has variable interests in two VIE’s for which it is not the primary beneficiary. These investments are accounted for under the equity method of accounting as their ownership interest exceeds 3 % of their respective investments.
The carrying value of one of the Company’s VIE’s, which invests in distressed securities and assets, was $ 4.0 million and $ 4.8 million as of December 31, 2023 and 2022 , respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $ 18.3 million and $19.0 million as of December 31, 2023 and 2022, respectively. The carrying value and maximum exposure to loss of a second VIE that invests in Real Estate Investment Trust (“REIT”) qualifying assets was $ 8.2 million and $ 9.8 million as of December 31, 2023 and 2022, respectively. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheets with changes in carrying value recorded in the consolidated statements of operations.
6. Derivative Instruments
Derivatives were used by the Company to reduce risks from changes in interest rates and limit exposure to severe equity market changes. The Company used interest rate swaps with terms to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts as calculated by reference to an agreed notional amount. The Company has also used exchange-traded futures contracts, which gave the holder the right and obligation to participate in market movements at a future date, to allow the Company to react faster to market conditions. When using derivatives, the Company posted collateral and settled variation margin in cash on a daily basis equal to the amount of the derivatives’ change in value.
The Company accounted for the interest rate swaps and futures as non-hedge instruments and recognized the fair value of the interest rate swaps in other assets or other liabilities on the consolidated balance sheets with the changes in fair value recognized as net realized investment gains or losses in the consolidated statements of operations. The Company was ultimately responsible for the valuation of the interest rate swaps. To aid in determining the estimated fair value of the interest rate swaps, the Company relied on the forward interest rate curve and information obtained from a third-party financial institution.
The following table summarizes the net gains (losses) included in the consolidated statements of operations for changes in the fair value of the derivatives and the periodic net interest settlements under the derivatives for the years ended December 31, 2023, 2022, and 2021:
Consolidated Statements of
Years Ended December 31,
(Dollars in thousands)
Operations Line
2023
2022
2021
Interest rate swap agreements
Net realized investment gains (losses)
$
—
$
10,073
$
2,424
Futures contracts on bonds
Net realized investment gains (losses)
—
—
( 319
)
$
—
$
10,073
$
2,105
The Company terminated its outstanding interest rate swaps in the fourth quarter of 2022 and was not utilizing interest rate swap agreements as of December 31, 2022. As of December 31, 2021, the Company was due $ 1.8 million for funds it needed to post to execute the swap transaction and $ 9.8 million for margin calls made in connection with the interest rate swaps. These amounts are included in other assets on the consolidated balance sheets. There are no outstanding amounts related to the interest rate swap agreements on the consolidated balance sheets as of December 31, 2023 or 2022 .
7. 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.
93
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 December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
As of December 31, 2023
Fair Value Measurements
(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
As of December 31, 2022
Fair Value Measurements
(Dollars in thousands)
Level 1
Level 2
Level 3
Total
Assets:
Fixed maturities:
U.S. treasuries
$
344,103
$
—
$
—
$
344,103
Obligations of states and political subdivisions
—
31,595
—
31,595
Mortgage-backed securities
—
61,156
960
62,116
Commercial mortgage-backed securities
—
98,664
—
98,664
Asset-backed securities
—
189,073
327
189,400
Corporate bonds
—
336,767
2,013
338,780
Foreign corporate bonds
—
183,540
—
183,540
Total fixed maturities
344,103
900,795
3,300
1,248,198
Equity securities
—
16,249
1,271
17,520
Total assets measured at fair value
$
344,103
$
917,044
$
4,571
$
1,265,718
The securities classified as Level 1 in the above tables consist of U.S. treasuries actively traded on an exchange.
The securities classified as Level 2 in the above tables consist primarily of fixed maturities and 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.
94
The investments classified as Level 3 in the above table consist of fixed maturities and equity securities with unobservable inputs.
The following table presents changes in Level 3 investments measured at fair value on a recurring basis for the years ended December 31, 2023, 2022, and 2021:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Beginning balance
$
4,571
$
2,769
$
—
Total gains (realized / unrealized):
Included in accumulated other comprehensive income
30
( 21
)
( 35
)
Included in earnings attributable to realized gains / losses
( 290
)
( 61
)
60
Transfers into level 3
—
857
1,400
Transfers out of level 3
—
—
( 1,815
)
Amortization of bond premium and discount, net
5
6
1
Purchases
332
2,304
3,286
Sales
( 4,648
)
( 1,283
)
( 128
)
Ending balance
—
4,571
2,769
Gains (losses) included in earnings attributable to the change in unrealized gains (losses) related to assets still held at end of reporting period
$
( 155
)
$
95
$
—
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 December 31, 2023 and 2022.
December 31, 2023
December 31, 2022
(Dollars in thousands)
Fair Value
Future Funding
Commitment
Fair Value
Future Funding
Commitment
European Non-Performing Loan Fund, LP (1)
$
4,048
$
14,214
$
4,832
$
14,214
Mortgage Debt Fund, LP (2)
8,172
—
9,771
—
Global Debt Fund, LP (3)
26,016
—
23,573
—
Total
$
38,236
$
14,214
$
38,176
$
14,214
(1) This limited partnership invests in distressed securities and assets through senior and subordinated, secured and unsecured debt and equity, in both public and private large-cap and middle-market companies. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
(2) This limited partnership invests in REIT qualifying assets such as mortgage loans, investor property loans, and commercial mortgage loans. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
(3) This limited partnership invests in performing, stressed or distressed securities and loans across the global fixed income markets. The Company does have the contractual option to withdraw all or a portion of its limited partnership interest by providing notice to the fund.
Limited Liability Companies and Limited Partnerships with ownership interest exceeding 3%
The Company uses the equity method to account for investments in limited liability companies and limited partnerships where its ownership interest exceeds 3 %. The equity method of accounting for an investment in limited liability companies and limited partnerships requires that its cost basis be updated to account for the income or loss earned on the investment. In the Fair Value of Alternative Investments table above, all of the investments are booked on a one quarter lag due to non-availability of data at the time the financial statements are prepared. The investment income (loss) associated with the limited liability companies and limited partnerships whose ownership interest exceeds 3 % is reflected in the consolidated statements of operations in the amount s of $ 0.8 million, ($ 5.0 ) million, and $ 10.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Pricing
The Company’s pricing vendors provide prices for all investment categories except for investments in limited liability companies and limited partnerships. Two primary vendors are utilized to provide prices for equity and fixed maturity securities.
95
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.
• 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 2023 and 2022, the Company has not adjusted quotes or prices obtained from the pricing vendors.
8. Goodwill and Intangible Assets
Goodwill
As a result of an acquisition in 2010, the Company has goodwill of $ 4.8 million within the Penn-America segment. The goodwill represents the excess purchase price over the Company’s best estimate of the fair value of the assets acquired.
As a result of an acquisition in 2015, the Company had goodwill of $ 1.7 million. Of this amount, $ 0.6 million was allocated to its Farm, Ranch & Stable business and $ 1.1 million was allocated to its specialty property business. This goodwill, which was part of the Non-Core Operations segment, was impaired due to the sale of the renewal rights related to Farm, Ranch & Stable business and manufactured and dwelling homes business. An impairment loss of $ 0.6 m illion and $ 1.1 million was included in corporate and other operating expenses on the Company’s consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively. Please see Note 2 for additional information on the sale of the renewal rights related to the Company’s Farm, Ranch & Stable business and the Company's manufactured and dwelling homes business.
Impairment testing performed in 2023 did no t result in an impairment of goodwill acquired.
96
The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows:
(Dollars in thousands)
Penn-America
Non-Core Operations
Total
Balance as of January 1, 2022
$
4,820
$
578
$
5,398
Impairment
—
( 578
)
( 578
)
Balance as of December 31, 2022
4,820
—
4,820
Impairment
—
—
—
Balance as of December 31, 2023
$
4,820
$
—
$
4,820
Accumulated impairment losses were $ 0.6 million at December 31, 2022. There were no accumulated impairment losses at December 31, 2023.
Intangible assets
The following table presents details of the Company’s intangible assets as of December 31, 2023:
(Dollars in thousands)
Description
Weighted Average Amortization Period
Cost
Accumulated
Amortization
Impairment
Net Value
Trademarks
Indefinite
$
4,800
$
—
$
—
$
4,800
Tradenames
Indefinite
4,200
—
—
4,200
State insurance licenses
Indefinite
5,000
—
—
5,000
Customer relationships
15 years
5,300
4,844
—
456
$
19,300
$
4,844
$
—
$
14,456
The following table presents details of the Company’s intangible assets as of December 31, 2022:
(Dollars in thousands)
Description
Weighted Average Amortization Period
Cost
Accumulated
Amortization
Impairment
Net Value
Trademarks
Indefinite
$
4,800
$
—
$
—
$
4,800
Tradenames
Indefinite
4,200
—
—
4,200
State insurance licenses
Indefinite
10,000
—
5,000
5,000
Customer relationships
15 years
5,300
4,490
—
810
Agent relationships
10 years
900
649
251
—
Tradenames
7 years
600
600
—
—
$
25,800
$
5,739
$
5,251
$
14,810
Amortization related to the Company’s definite lived intangible assets was $ 0.4 million, $ 0.4 million, and $ 0.5 million for the years ended December 31, 2023, 2022, and 2021 , respectively. The weighted average amortization period for total definite lived intangible assets was 15.0 years and 13.6 years at December 31, 2023 and 2022, respectively.
The Company expects that amortization expense for the next five years will be as follows:
(Dollars in thousands)
2024
$
353
2025
103
2026
—
2027
—
2028
—
Intangible assets with indefinite lives
As of both December 31, 2023 and 2022, indefinite lived intangible assets, which are comprised of tradenames, trademarks, and state insurance licenses, was $ 14.0 million.
State licenses with a net value of $ 5.0 million, within the Company’s Non-Core Operations segment, were impaired due to the sale of the renewal rights related to the Company’s Farm, Ranch & Stable business. This impairment loss of $ 5.0 million was included in
97
corporate and other operating expenses on the Company’s consolidated statements of operations for the year ended December 31, 2022. Please see Note 2 for additional information on the sale of the renewal rights related to the Company’s Farm, Ranch & Stable business.
Other than the impairment of state insurance licenses due to the sale of the Farm, Ranch & Stable renewal rights, there was no impairment of intangible assets with indefinite lives in 2023, 2022, and 2021.
Intangible assets with definite lives
As of December 31, 2023 and 2022, definite lived intangible assets, net of accumulated amortization, were $ 0.5 million and $ 0.8 million, respectively, and were comprised of customer relationships, agent relationships, and tradenames.
Agent relationships with a net value of $ 0.1 million were impaired due to the sale of the renewal rights related to the Company's Farm, Ranch & Stable business and agent relationships with a net value o f $ 0.2 million were impaired due to the sale of renewal rights related to the Company’s manufactured and dwelling homes business. Both of these impairments were within the Company’s Non-Core Operations segment. These impairment losses of $ 0.1 million and $ 0.2 million was included in corporate and other operating expenses on the Company’s consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively. Please see Note 2 for additional information on the sale of the renewal rights related to the Company’s Farm, Ranch & Stable business and the Company's manufactured and dwelling homes business.
Other than the impairments of agent relationships due to the sales of renewal rights, there was no impairment of intangible assets with definite lives in 2023, 2022, and 2021 .
9. Allowance for Expected Credit Losses - Premium Receivables and Reinsurance Receivables
For premium receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, direct placement with collection agencies, solvency of insured or agent, terminated agents, and other relevant factors.
The following table is an analysis of the allowance for expected credit losses related to the Company's premium receivables for the years ended December 31, 2023 and 2022:
Years Ended December 31,
(Dollars in thousands)
2023
2022
Beginning balance
$
3,322
$
2,996
Current period provision for expected credit losses
1,636
1,796
Write-offs
( 162
)
( 1,470
)
Ending balance
$
4,796
$
3,322
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 Company's allowance for expected credit losses related to the reinsurance receivables was $ 9.0 million at December 31, 2023 and 2022 .
10. Reinsurance
The Company cedes risk to unrelated reinsurers on a pro rata (“quota share”) and excess of loss basis in the ordinary course of business to limit its net loss exposure on insurance contracts. Reinsurance ceded arrangements do not discharge the Company of primary liability. Moreover, reinsurers may fail to pay the Company due to a lack of reinsurer liquidity, perceived improper underwriting, and losses for risks that are excluded from reinsurance coverage and other similar factors, all of which could adversely affect the Company’s financial results.
The Company had the following reinsurance balances as of December 31, 2023 and 2022:
(Dollars in thousands)
December 31, 2023
December 31, 2022
Reinsurance receivables, net
$
80,439
$
85,721
Collateral securing reinsurance receivables
( 8,752
)
( 8,937
)
Reinsurance receivables, net of collateral
$
71,687
$
76,784
Allowance for expected credit losses
$
8,992
$
8,992
Prepaid reinsurance premiums
4,958
17,421
98
As of December 31, 2023, the Company had the following aggregated unsecured reinsurance receivables from one reinsurer that exceeded 3 % of shareholders’ equity. Unsecured reinsurance receivables include amounts receivable for paid and unpaid losses and loss adjustment expenses, less amounts secured by collateral.
(Dollars in thousands)
Reinsurance Receivables
AM Best Ratings
(As of December 31, 2023)
Munich Re America Corporation
$
41,213
A+
The effect of reinsurance on premiums written and earned is as follows:
(Dollars in thousands)
Written
Earned
For the year ended December 31, 2023:
Direct business
$
350,748
$
376,288
Reinsurance assumed
65,649
126,611
Reinsurance ceded
( 17,078
)
( 29,542
)
Net premiums
$
399,319
$
473,357
For the year ended December 31, 2022:
Direct business
$
573,412
$
589,131
Reinsurance assumed
154,191
135,896
Reinsurance ceded
( 136,272
)
( 122,556
)
Net premiums
$
591,331
$
602,471
For the year ended December 31, 2021:
Direct business
$
584,467
$
578,171
Reinsurance assumed
97,655
78,880
Reinsurance ceded
( 102,054
)
( 61,441
)
Net premiums
$
580,068
$
595,610
Ceded losses and loss adjustment expenses incurred were $ 27.6 million, $ 48.7 million, and $ 34.9 million for the years ended December 31, 2023, 2022, and 2021 , respectively.
11. 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 December 31, 2023 , the statutory income tax rates of the countries where the Company conducts or conducted business are 21 % in the United States, 0 % in Bermuda, and 25 % on non-trading income, 33 % on capital gains and 12.5 % on trading income in the Republic of Ireland. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense.
The Company's income before income taxes is derived from its U.S. subsidiaries for the years ended December 31, 2023, 2022 and 2021.
The following table summarizes the components of income tax expense:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Current income tax expense:
Foreign
$
14
$
4
$
54
U.S. Federal
2,207
422
—
Total current income tax expense
2,221
426
54
Deferred income tax expense:
U.S. Federal
5,326
2,395
3,395
Total deferred income tax expense
5,326
2,395
3,395
Total income tax expense
$
7,547
$
2,821
$
3,449
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.
99
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:
Years Ended December 31,
2023
2022
2021
(Dollars in thousands)
Amount
% of Pre-
Tax Income
Amount
% of Pre-
Tax Income
Amount
% of Pre-
Tax Income
Expected tax provision at weighted average tax rate
$
6,925
21.0
%
$
414
21.0
%
$
6,889
21.0
%
Adjustments:
Non-deductible executive compensation
1,753
5.3
—
—
—
—
Dividend exclusion
( 76
)
( 0.2
)
( 89
)
( 4.5
)
( 78
)
( 0.2
)
Change in tax status
—
—
700
35.5
—
—
Parent income treated as partnership for tax
( 1,260
)
( 3.8
)
2,156
109.4
( 4,057
)
( 12.4
)
Other
205
0.6
( 360
)
( 18.3
)
695
2.1
Effective income tax expense
$
7,547
22.9
%
$
2,821
143.1
%
$
3,449
10.5
%
The effective income tax expense rate for 2023 was 22.9 % , compared with an effective income tax expense rate of 143.1 % for 2022 and an effective income tax expense rate of 10.5 % for 2021. The difference between years is primarily due to a change in income or loss at the parent company which is treated as a partnership for tax.
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at December 31, 2023 and 2022 are presented below:
(Dollars in thousands)
2023
2022
Deferred tax assets:
Discounted unpaid losses and loss adjustment expenses
$
9,668
$
9,522
Unearned premiums
7,472
10,581
Net operating loss carryforward
16,540
24,454
Partnership K1 basis differences
753
1,234
Capital loss carryforwards
4,241
2,338
Investment impairments
337
124
Stock options
416
1,465
Stat-to-GAAP reinsurance reserve
1,668
1,668
Unrealized loss on securities available-for-sale
5,583
10,568
Depreciation and amortization
1,368
1,211
Software
1,260
—
Other
998
1,353
Total deferred tax assets
50,304
64,518
Deferred tax liabilities:
Intangible assets
3,036
3,146
Deferred acquisition costs
8,914
13,628
Other
1,552
645
Total deferred tax liabilities
13,502
17,419
Total net deferred tax assets
$
36,802
$
47,099
The deferred tax assets and deferred tax liabilities listed in the table above relate to temporary differences between the Company’s accounting and tax carrying values and carryforwards for its companies in the United States. Management believes it is more likely than not that the remaining deferred tax assets will be completely utilized in future years. As a result, the Company has not recorded a valuation allowance at December 31, 2023 and 2022.
The Company has a net operating loss (“NOL”) carryforward o f $ 78.8 million as of December 31, 2023, which begins to expire in 2038 based on when the original NOL was generated. The Company’s NOL carryforward as of December 31, 2022 was $ 116.4 million.
The Company did no t have any Section 163(j) ("163(j)") carryforward as December 31, 2023 or 2022. The 163(j) carryforward relates to the limitation on the deduction for business interest expense paid or accrued.
The Company and some of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various U.S. states and certain foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations by tax authorities for tax years before 2020.
100
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties whereby it only recognizes those tax benefits that have a greater than 50% likelihood of being sustained upon examination by relevant taxing authorities. All tax benefits recognized by the Company in 2023, 2022, and 2021 have a greater than 50% likelihood of being sustained upon examination by relevant taxing authorities.
The Company classifies all interest and penalties related to uncertain tax positions as income tax expense. The Company did no t incur any interest and penalties related to uncertain tax positions during the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, the Company did no t record any significant liabilities for tax-related interest and penalties on its consolidated balance sheets.
12. Liability for Unpaid Losses and Loss Adjustment Expenses
Consolidated Activity
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Balance at beginning of period
$
832,404
$
759,904
$
662,811
Less: Ceded reinsurance receivables
73,021
94,443
82,158
Net balance at beginning of period
759,383
665,461
580,653
Incurred losses and loss adjustment expenses related to:
Current year
279,609
367,298
376,306
Prior years
9,544
( 8,070
)
8,658
Total incurred losses and loss adjustment expenses
289,153
359,228
384,964
Paid losses and loss adjustment expenses related to:
Current year
72,717
103,442
149,092
Prior years
198,049
161,864
151,064
Total paid losses and loss adjustment expenses
270,766
265,306
300,156
Net balance at end of period
777,770
759,383
665,461
Plus: Ceded reinsurance receivables
72,829
73,021
94,443
Balance at end of period
$
850,599
$
832,404
$
759,904
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 2023, the Company increased its prior accident year loss reserves by $ 9.5 million , which consisted of a $ 29.9 million increase related to Penn-America and a $ 20.3 million decrease related to Non-Core Operations.
The $ 29.9 million increase in prior accident year loss reserves related to Penn-America primarily consisted of the following:
• General Liability: A $ 28.6 million increase mainly reflects higher than expected claims severity in accident years 2018 through 2022, partially offset by decreases in the 1998, 2000 through 2010, 2012 and 2014 through 2017 accident years.
• Property: A $ 1.3 million increase primarily recognizes higher than expected claims severity in the 2016, 2019, 2020 and 2022 accident years, partially offset by decreases in the 2015 and 2021 accident years.
The $ 20.3 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 2021 and 2022 accident years, partially offset by decreases in the 2016, 2018 and 2020 accident years.
• General Liability: A $ 10.2 million increase primarily recognizes higher than expected claims severity in accident years prior to 1990 and 2019 through 2022, partially offset by decreases in the 1995, 2013, 2014 and 2016 through 2018 accident years.
• Reinsurance: A $ 31.2 million decrease in total is comprised of a $ 17.7 million decrease in the property lines in the 2013 through 2021 accident years; a $ 7.2 million decrease was recognized in professional lines in the 2017 and 2019 through 2021 accident years, partially offset by increases in the 2016 and 2022 accident years; and a $ 6.3 million decrease in general liability mainly in the 2012 and 2019 through 2022 accident years.
101
During 2022, the Company decreased its prior accident year loss reserves by $ 8.1 million , which consisted of a $ 2.8 million increase related to Penn-America and a $ 10.9 million decrease related to Non-Core Operations.
The $ 2.8 million increase in prior accident year loss reserves related to Penn-America primarily consisted of the following:
• General Liability: A $ 6.0 million increase mainly reflects higher than expected claims severity in accident years prior to 1990, 1998, 2000, 2002, 2010 and 2016 through 2020 accident years, partially offset by decreases in the 2006, 2007, 2009 and 2011 through 2015 accident years.
• Property: A $ 3.2 million decrease primarily recognizes lower than expected claims severity in the 2010, 2012, 2016, 2020 and 2021 accident years, partially offset by increases in the 2011, 2015 and 2018 accident years.
The $ 10.9 million decrease in prior accident year loss reserves related to Non-Core Operations primarily consisted of the following:
• Property: A $ 1.4 million increase mainly reflects higher than expected claims severity in the 2016 through 2018 and 2020 accident years, partially offset by decreases in the 2019 and 2021 accident years.
• General Liability: A $ 2.4 million decrease primarily recognizes lower than expected claims severity in the 1992, 2001 through 2003, 2007 through 2012 and 2014 through 2017 accident years, partially offset by increases in accident years prior to 1990 and 2018 through 2021 accident years.
• Professional: A $ 2.1 million decrease primarily in 2008 through 2010 and 2012 through 2015 accident years.
• Reinsurance: A $ 7.6 million decrease in total is comprised of a $ 6.3 million decrease in the property lines primarily in the 2017 through 2021 accident years, partially offset by an increase in the 2016 accident year; a $ 3.6 million decrease was recognized in professional lines in the 2016 accident year; and a $ 2.3 million increase in general liability mainly in the 2019 through 2021 accident years.
During 2021, the Company increased its prior accident year loss reserves by $ 8.7 million , which consisted of a $ 1.8 million increase related to Penn-America and a $ 6.8 million increase related to Non-Core Operations.
The $ 1.8 million increase in prior accident year loss reserves related to Penn-America primarily consisted of the following:
• General Liability: A $ 1.2 million reduction primarily reflects lower than expected claims severity in the 2004 through 2009, 2014 through 2016, 2018 and 2020 accident years, partially offset by increases in the 2017 and 2019 accident years.
• Property: A $ 3.0 million increase primarily recognizes higher than expected claims severity mainly in the 2010, 2012, 2016, 2018 and 2020 accident years, partially offset by a decrease in the 2011, 2015, 2017, and 2019 accident years.
• Professional Liability: A $ 0.1 million increase mainly in the 2018 accident years mainly reflecting higher than anticipated claims severity.
The $ 6.8 million increase of prior accident year loss reserves related to Non-Core Operations primarily consisted of the following:
• Property: A $ 11.3 million increase in total which is primarily due to case incurred emergence on a Property Brokerage claim in the 2018 accident year reflecting a higher estimated ultimate for Hurricane Michael. In addition, there were increases in the 2015, 2016, 2019 and 2020 accident years which reflects higher than expected claims severity; the increases were partially offset by a decrease in the 2017 accident year.
• General Liability: A $ 1.6 million decrease primarily reflects lower than expected claims severity in accident years prior to 1990, 2000 through 2002, 2011, 2012 and 2014 through 2017 accident years, partially offset by increases in the 1992, 2007, 2009 and 2018 through 2020 accident years.
• Professional Liability: A $ 0.1 million decrease primarily in the 2018 accident year.
• Reinsurance: A $ 2.8 million decrease in total is comprised of a $ 1.7 million decrease in the property lines primarily in the 2015, 2017, 2018 and 2020 accident years, partially offset by an increase in the 2019 accident year and a $ 1.1 million decrease was recognized in professional lines mainly in the 2015 accident year, reflecting that the inception-to-date case incurred remained zero for this claims-made segment in this year.
102
Prior to 2001, the Company underwrote multi-peril business insuring general contractors, developers, and sub-contractors primarily involved in residential construction that has resulted in significant exposure to construction defect (“CD”) claims. The Company’s reserves for CD claims are established based upon Management’s best estimate in consideration of known facts, existing case law, and generally accepted actuarial methodologies. However, due to the inherent uncertainty concerning this type of business, the ultimate exposure for these claims may vary significantly from the amounts currently recorded. As of December 31, 2023 and 2022 , gross reserves for CD claims were $ 30.4 million and $ 34.8 million, respectively, and net reserves for CD claims were $ 28.8 million and $ 33.4 million, respectively.
The Company has exposure to asbestos and environmental (“A&E”) claims. The asbestos exposure primarily arises from the sale of product liability insurance, and the environmental exposure arises from the sale of general liability and commercial multi-peril insurance. In establishing the liability for unpaid losses and loss adjustment expenses related to A&E exposures, management considers facts currently known and the current state of the law and coverage litigation. Liabilities are recognized for known claims (including the cost of related litigation) when sufficient information has been developed to indicate the involvement of a specific insurance policy, and management can reasonably estimate its liability. In addition, liabilities have been established to cover additional exposures on both known and unasserted claims. Estimates of the liabilities are reviewed and updated regularly. Case law continues to evolve for such claims, and uncertainty exists about the outcome of coverage litigation and whether past claim experience will be representative of future claim experience. Included in net unpaid losses and loss adjustment expenses as of December 31, 2023, 2022, and 2021 were IBNR reserves of $ 17.3 million, $ 18.9 million, and $ 20.1 million, respectively, and case reserves of approximately $ 3.8 million, $ 2.8 million, and $ 1.9 million, respectively, for known A&E-related claims.
The following table shows the Company’s gross reserves for A&E losses:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Gross reserve for A&E losses and loss adjustment expenses – beginning of period
$
37,142
$
39,153
$
47,593
Plus: Change in incurred losses and loss adjustment expenses
1,419
2,658
( 7,500
)
Less: Payments
1,730
4,669
940
Gross reserves for A&E losses and loss adjustment expenses – end of period
$
36,831
$
37,142
$
39,153
The following table shows the Company’s net reserves for A&E losses:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Net reserve for A&E losses and loss adjustment expenses – beginning of period
$
21,647
$
21,985
$
28,679
Plus: Change in incurred losses and loss adjustment expenses
( 1
)
1,962
( 6,500
)
Less: Payments
539
2,300
194
Net reserves for A&E losses and loss adjustment expenses – end of period
$
21,107
$
21,647
$
21,985
Establishing reserves for A&E and other mass tort claims involves more judgment than other types of claims due to factors including, but not limited to, inconsistent court decisions, an increase in bankruptcy filings as a result of asbestos-related liabilities, and judicial interpretations that often expand theories of recovery and broaden the scope of coverage. The insurance industry continues to receive a substantial number of asbestos-related bodily injury claims, with an increasing focus being directed toward other parties, including installers of products containing asbestos rather than against asbestos manufacturers. This shift has resulted in significant insurance coverage litigation implicating applicable coverage defenses or determinations, if any, including but not limited to, determinations as to whether or not an asbestos-related bodily injury claim is subject to aggregate limits of liability found in most comprehensive general liability policies.
As of December 31, 2023, 2022, and 2021 , the survival ratio on a gross basis for the Company’s open A&E claims was 15.1 years, 16.9 years, and 33.3 years, respectively. As of December 31, 2023, 2022, and 2021 , the survival ratio on a net basis for the Company’s open A&E claims was 20.9 years, 22.8 years, and 63.5 years, respectively. The survival ratio, which is the ratio of gross or net reserves to the 3-year average of annual paid claims, is a financial measure that indicates how long the current amount of gross or net reserves are expected to last based on the current rate of paid claims.
Line of Business Categories
The following is information, presented by lines of business with similar characteristics including similar payout patterns, about incurred and paid claims development as of December 31, 2023, net of reinsurance, as well as cumulative claim frequency and the total of incurred-but-not-reported liabilities included within the net incurred claims amounts. The years included represent the number of years for which claims incurred typically remain outstanding but need not exceed 10 years including the most recent report period presented.
103
The information about incurred and paid claims development for the years ended December 31, 2014 to 2022, is presented as required supplementary unaudited information.
Penn-America
Property and Casualty Methodologies
Penn-America’s internal actuarial reserve reviews were completed for loss and allocated loss adjustment expenses (“ALAE”) separately for property excluding catastrophe experience, property catastrophes, and casualty reserve categories. The internal actuarial reserve reviews were completed with data through December 2023. Actuarial methodologies, such as the Loss Development and Bornhuetter-Ferguson methods, were employed to develop estimates of ultimate loss & ALAE for most reserve categories. Additional actuarial methodologies were employed to develop estimates of ultimate loss & ALAE for mass tort and constructions defect reserve categories due to the unique characteristics of the exposures involved. Management’s ultimate selections considered the internal actuarial review and a third-party actuarial review completed during the fourth quarter of 2023. Case incurred is subtracted from the management selected ultimates to obtain the booked IBNR reserves. These methodologies are consistent with last year.
Penn-America’s cumulative claim frequency has been calculated at the claim level and includes claims closed without payment.
Penn-America – Property
(Dollars in thousands)
Incurred Claims and Allocated Claims Adjustment Expenses,
Net of Reinsurance
For the Years Ended December 31,
As of December 31, 2023
Accident
Year
2021
2022
2023
IBNR (1)
Cumulative Number
of Reported Claims
(unaudited)
(unaudited)
2021
$
81,703
$
80,477
$
79,278
$
2,476
3,599
2022
80,485
81,232
6,979
3,040
2023
72,862
12,067
2,339
Total
$
233,372
(1) Incurred-but-not-reported liabilities plus expected development on reported claims
Penn-America – Property
(Dollars in thousands)
Cumulative Paid Claims and Allocated Claims Adjustment Expenses,
Net of Reinsurance
For the Years Ended December 31,
Accident
Year
2021
2022
2023
(unaudited)
(unaudited)
2021
$
49,041
$
72,804
$
74,982
2022
48,646
71,530
2023
50,543
Total
197,055
All outstanding liabilities before 2021, net of reinsurance
4,560
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance
$
40,877
The following is required supplementary information about average historical claims duration as of December 31, 2023:
Average Annual Percentage Payout of Incurred Claims by Age,
Net of Reinsurance (Unaudited)
Year
1
2
3
Penn-America - Property
63.7
%
29.1
%
2.7
%
104
Penn-America – Casualty
(Dollars in thousands)
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
As of December 31, 2023
Accident
Year
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
IBNR (1)
Cumulative
Number of
Reported
Claims
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
2014
$
43,587
$
42,841
$
41,817
$
41,530
$
41,038
$
39,516
$
37,336
$
37,034
$
35,944
$
35,632
$
747
1,744
2015
47,299
46,306
47,055
46,958
48,462
45,968
45,439
45,254
43,764
1,389
1,774
2016
45,684
45,230
44,758
43,055
42,798
42,237
42,291
42,166
1,505
1,630
2017
46,050
45,970
44,720
44,078
45,071
45,581
45,212
2,031
1,645
2018
48,830
48,450
47,783
47,175
47,726
47,721
2,812
1,993
2019
59,512
59,384
61,055
63,139
69,013
6,184
2,315
2020
72,149
71,693
75,412
86,132
12,837
2,429
2021
96,705
96,268
108,042
33,181
2,998
2022
123,985
129,796
72,604
2,947
2023
122,770
100,176
1,564
Total
$
730,248
(1) Incurred-but-not-reported liabilities plus expected development on reported claims
Penn-America – Casualty
(Dollars in thousands)
Cumulative Paid Claims and Allocated Claims Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
Accident
Year
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
2014
$
2,103
$
10,583
$
17,457
$
24,113
$
29,152
$
31,725
$
33,669
$
34,020
$
34,255
$
34,639
2015
2,903
11,999
20,459
28,579
34,932
37,850
39,078
40,596
41,655
2016
3,478
11,130
17,314
28,601
33,734
36,472
38,597
39,466
2017
4,412
10,286
19,818
26,834
31,766
36,672
39,833
2018
3,575
11,622
17,714
27,571
34,019
41,133
2019
4,818
12,015
24,082
38,153
51,672
2020
3,795
14,672
33,882
55,914
2021
5,639
20,405
44,663
2022
10,346
29,358
2023
7,378
Total
385,711
All outstanding liabilities before 2014, net of reinsurance
6,948
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance
$
351,485
The following is required supplementary information about average historical claims duration as of December 31, 2023:
Average Annual Percentage Payout of Incurred Claims by Age,
Net of Reinsurance (Unaudited)
Year
1
2
3
4
5
6
7
8
9
10
Penn-America - Casualty
6.9
%
16.0
%
18.7
%
20.9
%
14.1
%
9.2
%
5.1
%
2.2
%
1.5
%
1.1
%
Non-Core Operations
Property and Casualty Methodologies
Non-Core Operations’ internal actuarial reserve reviews were completed for loss and allocated loss adjustment expenses (“ALAE”) separately for property excluding catastrophe experience, property catastrophes, and casualty reserve categories. The internal actuarial reserve reviews were completed with data through December 2023. Actuarial methodologies, such as the Loss Development and Bornhuetter-Ferguson methods, were employed to develop estimates of ultimate loss & ALAE. Management’s ultimate selections considered the internal actuarial review and a third-party actuarial review completed during the fourth quarter of 2023. Case incurred is subtracted from the management selected ultimates to obtain the booked IBNR reserves. These methodologies are consistent with last year.
Non-Core Operations includes business acquired in the purchase of American Reliable, which occurred on January 1, 2015. The acquisition included the purchase of the business of the legal entity as well as additional books of business written by other Assurant entities. In addition, ceding arrangements subsequent to the date of the acquisition are not consistent with years prior to the
105
acquisition. As a result, it is not practical, nor would it be consistent, to include information for years prior to 2015 in the development tables for Non-Core Operations. It also includes experience for reinsurance contracts which the Company does not have direct access to claim frequency information, so claim frequency information will not be provided for Non-Core Operations as it is not available for all the experience contained within this category.
Non-Core Operations – Property
(Dollars in thousands)
Incurred Claims and Allocated Claims Adjustment Expenses,
Net of Reinsurance
For the Years Ended December 31,
As of December 31, 2023
Accident
Year
2020
2021
2022
2023
IBNR (1)
Cumulative Number
of Reported Claims
(unaudited)
(unaudited)
(unaudited)
2020
$
161,353
$
164,648
$
166,076
$
160,082
$
4,502
—
2021
111,042
108,443
109,047
4,530
—
2022
44,668
47,558
1,689
—
2023
10,105
1,882
—
Total
$
326,792
(1) Incurred-but-not-reported liabilities plus expected development on reported claims
Non-Core Operations – Property
(Dollars in thousands)
Cumulative Paid Claims and Allocated Claims Adjustment Expenses,
Net of Reinsurance
For the Years Ended December 31,
Accident
Year
2020
2021
2022
2023
(unaudited)
(unaudited)
(unaudited)
2020
$
125,136
$
148,167
$
153,421
$
155,690
2021
84,333
100,865
102,420
2022
35,635
43,468
2023
7,802
Total
309,380
All outstanding liabilities before 2020, net of reinsurance
34,927
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance
$
52,339
The following is required supplementary information about average historical claims duration as of December 31, 2023.
Average Annual Percentage Payout of Incurred Claims by Age,
Net of Reinsurance (Unaudited)
Year
1
2
3
4
Non-Core Operations - Property
76.9
%
15.3
%
2.4
%
1.4
%
106
Non-Core Operations – Casualty
(Dollars in thousands)
Incurred Claims and Allocated Claims Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
As of December 31, 2023
Accident
Year
2015
2016
2017
2018
2019
2020
2021
2022
2023
IBNR (1)
Cumulative
Number of
Reported
Claims
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
2015
$
31,802
$
33,731
$
35,350
$
36,534
$
35,081
$
32,297
$
30,885
$
29,905
$
29,820
$
585
—
2016
33,548
33,246
32,042
29,685
30,308
30,047
26,130
29,460
1,374
—
2017
32,645
32,097
31,138
32,040
31,077
31,260
26,168
1,947
—
2018
29,798
30,168
31,126
34,749
35,067
34,131
2,701
—
2019
36,892
36,933
40,469
41,398
37,619
9,286
—
2020
55,088
56,041
57,890
53,765
19,119
—
2021
76,971
79,396
81,538
43,560
2022
109,182
114,189
83,462
—
2023
66,102
58,333
—
Total
$
472,792
(1) Incurred-but-not-reported liabilities plus expected development on reported claims
Non-Core Operations – Casualty
(Dollars in thousands)
Cumulative Paid Claims and Allocated Claims Adjustment Expenses, Net of Reinsurance
For the Years Ended December 31,
Accident
Year
2015
2016
2017
2018
2019
2020
2021
2022
2023
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
2015
$
3,979
$
11,470
$
17,615
$
23,354
$
26,144
$
27,005
$
28,231
$
28,379
$
28,445
2016
4,164
9,782
14,495
18,196
19,383
22,005
23,539
25,791
2017
2,633
7,230
11,915
18,263
20,183
21,912
22,904
2018
2,063
6,769
13,320
19,773
23,041
25,403
2019
2,406
7,814
15,271
21,877
25,553
2020
3,346
12,074
18,816
27,235
2021
4,820
11,121
23,355
2022
4,517
14,607
2023
4,000
Total
197,293
All outstanding liabilities before 2015, net of reinsurance
32,413
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance
$
307,912
The following is required supplementary information about average historical claims duration as of December 31, 2023:
Average Annual Percentage Payout of Incurred Claims
by Age, Net of Reinsurance (Unaudited)
Year
1
2
3
4
5
6
7
8
9
Non-Core Operations - Casualty
8.0
%
15.3
%
17.3
%
18.0
%
8.0
%
6.3
%
4.4
%
4.1
%
0.2
%
107
The reconciliation of the net incurred and paid claims development tables to the liability for unpaid losses and loss adjustment expenses in the consolidated balance sheets as of December 31, 2023 is as follows:
Net outstanding liabilities
Penn-America – Property
$
40,877
Penn-America – Casualty
351,485
Non-Core Operations – Property
52,339
Non-Core Operations – Casualty
307,912
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance
752,613
Reinsurance recoverable on unpaid claims
Penn-America – Property
3,592
Penn-America – Casualty
22,693
Non-Core Operations – Property
22,100
Non-Core Operations – Casualty
24,446
Total reinsurance recoverable on unpaid claims
72,831
Other outstanding liabilities
Penn-America
Ceded Allowance
—
Unallocated claims adjustment expenses
11,654
Loss Clearing
( 881
)
Non-Core Operations
Ceded Allowance
8,992
Unallocated claims adjustment expenses
7,016
Other
( 1,626
)
Total other outstanding liabilities
25,155
Total gross liability for unpaid losses and loss adjustment expenses
$
850,599
13. Debt
7.875% Subordinated Notes due 2047
On April 15, 2022, the Company redeemed the entire $ 130.0 million in aggregate principal amount of the outstanding 2047 Notes plus accrued and unpaid interest on the 2047 Notes redeemed to, but not including the Redemption Date of April 15, 2022. In connection with the redemption, the Company wrote off deferred issuance costs of $ 3.5 million which was recognized as a loss on extinguishment of debt in its consolidated statements of operations for the year ended December 31, 2022.
Interest expense, including amortization of deferred issuance costs through the date of redemption, recognized on the 2047 Notes was $ 3.0 million and $ 10.4 million for the years ended December 31, 2022, and 2021 , respectively. The Company did no t incur any interest expense related to the 2047 Notes for the year ended December 31, 2023.
In connection with the redemption of the 2047 Notes, the Supplemental Indenture and the co-obligor transaction are no longer effective. Please see Note 13 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2021 Annual Report on Form 10-K for more information on the Supplemental Indenture and the co-obligor transaction.
As a result of this redemption, the Company no longer has any outstanding debt with third parties.
14. Leases
The Company leases office space and equipment under various operating lease arrangements. The Company’s leases have remaining lease terms ranging from 3 months to 6 years . Some building leases have options to extend , terminate , or retract the leased area.
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In conjunction with the sale of the renewal rights related to both the Company's Farm, Ranch & Stable business and the Company's manufactured and dwelling homes business as well as the Company's decision to terminate its lease in Cavan, Ireland due to employees in Ireland working remotely, the Company recognized the following impairment losses:
Years Ended December 31,
(Dollars in thousands)
Consolidated Statements of Operations Line
2023
2022
2021
Scottsdale, Arizona
Corporate and other operating expenses
$
—
$
—
$
1,515
Scottsdale, Arizona
Acquisition costs and other underwriting expenses
—
681
—
Omaha, Nebraska
Acquisition costs and other underwriting expenses
—
488
—
Cavan, Ireland
Acquisition costs and other underwriting expenses
—
168
—
Total lease impairment
$
—
$
1,337
$
1,515
Please see Note 2 for additional information on the sale of the renewal rights.
The components of lease expenses were as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Operating lease expenses
$
2,052
$
2,372
$
2,789
Short-term lease expenses
12
15
8
Sublease income (1)
( 331
)
( 331
)
( 55
)
Total lease expenses
$
1,733
$
2,056
$
2,742
(1) In connection with the sale of the renewal rights related to the Company's manufactured and dwelling homes business, K2 is subleasing approximately one third of the Company's Scottsdale, Arizona office. The Company intends to exercise its early termination clause in the Scottsdale, Arizona lease and expects to receive $ 1.6 million in sublease payments between October 2021 through October 2026.
Supplemental cash flow information related to leases was as follows:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Cash paid for amounts included in the measurement of liabilities:
Operating leases
$
1,852
$
2,056
$
2,797
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases
$
—
$
—
$
783
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Supplemental balance sheet information related to leases was as follows:
The table below presents the lease-related assets and liabilities recorded on the consolidated balance sheets.
December 31,
(Dollars in thousands)
Classification on the
consolidated balance sheets
2023
2022
Assets:
Operating lease assets
Lease right of use assets
$
9,715
$
11,739
Liabilities:
Operating lease liabilities
Lease liabilities
$
12,733
$
15,701
Weighted-average remaining lease term
Operating leases
5.0 years
6.6 years
Weighted-average discount rate
Operating leases (1)
0.8
%
0.9
%
(1) Represents the Company’s incremental borrowing rate at the time the leases were contracted.
At December 31, 2023, future minimum lease payments under non-cancelable operating leases were as follows.
(Dollars in thousands)
Operating Leases (1)
Expected Sublease Income
2024
$
2,729
$
297
2025
2,794
388
2026
2,650
342
2027
1,591
—
2028
1,611
—
Thereafter
1,631
—
Total future minimum lease payments
13,006
1,027
Less: amount representing interest
273
—
Present value of minimum lease payments
$
12,733
$
1,027
(1) Includes future minimum lease payments of $ 3.2 million on leases that have been impaired because the property is no longer in use.
15. Shareholders’ Equity
Distribution Restrictions
The ability of Global Indemnity Group, LLC to pay distributions is subject to applicable federal and state laws and Global Indemnity Group, LLC’s LLCA. Distributions of cash or other assets of Global Indemnity Group, LLC may be paid to Global Indemnity Group, LLC’s shareholders out of Global Indemnity Group, LLC’s assets legally available therefor only when, and if determined by the Board. Each Series A Preferred Shareholder is entitled to a “Priority Return” (as defined in the applicable Share Designation). On each Distribution Date, Global Indemnity Group, LLC shall make a distribution to each holder of the Series A Preferred Shares out of, and subject to a determination by the Board that the Company has on the applicable Distribution Date, funds legally available therefor, payable in cash only, in an amount equal to the estimated amount necessary to reduce the Unpaid Priority Return of each Series A Preferred Share immediately after such Distribution Date to zero. All such distributions shall be made pro rata in relation to each such Series A Preferred Share’s Unpaid Priority Return.
Since Global Indemnity Group, LLC is a holding company and has no direct operations, its ability to pay distributions depends, in part, on the ability of its subsidiaries to generate income to pay dividends. Penn-Patriot Insurance Company and its insurance subsidiaries are subject to significant regulatory restrictions limiting their ability to declare and pay dividends. Global Indemnity Investments, Inc. is dependent on generating investment income in order to pay a dividend to Global Indemnity Group, LLC. See Note 21 for additional information regarding dividend limitations imposed on Penn-Patriot Insurance Company and its subsidiaries.
110
Distributions
Distribution payments of $ 0.25 per common share per quarter were declared during the year ended December 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
June 1, 2023
June 23, 2023
June 30, 2023
3,375
September 28, 2023
October 9, 2023
October 16, 2023
3,385
December 7, 2023
December 22, 2023
December 29, 2023
3,385
Various (1)
Various
Various
( 86
)
Total
$
13,469
(1) Represents distributions declared on unvested shares, net of forfeitures
Distribution payments of $ 0.25 per common share per quarter were declared during the year ended December 31, 2022 as follows:
Approval Date
Record Date
Payment Date
Total Distributions Declared
(Dollars in thousands)
March 3, 2022
March 21, 2022
March 31, 2022
$
3,597
June 2, 2022
June 20, 2022
June 30, 2022
3,602
September 23, 2022
October 4, 2022
October 11, 2022
3,616
December 8, 2022
December 23, 2022
December 30, 2022
3,389
Various (1)
Various
Various
339
Total
$
14,543
(1) Represents distributions declared on unvested shares, net of forfeitures
Distribution payments of $ 0.25 per common share per quarter were declared during the year ended December 31, 2021 as follows:
Approval Date
Record Date
Payment Date
Total Distributions Declared
(Dollars in thousands)
February 14, 2021
March 22, 2021
March 31, 2021
$
3,570
June 5, 2021
June 21, 2021
June 30, 2021
3,579
September 11, 2021
September 23, 2021
September 30, 2021
3,583
December 4, 2021
December 20, 2021
December 31, 2021
3,587
Various (1)
Various
Various
259
Total
$
14,578
(1) Represents distributions declared on unvested shares, net of forfeitures
In addition, distributions of $ 0.4 million were paid to Global Indemnity Group, LLC’s preferred shareholder during each of the years ended December 31, 2023, 2022, and 2021.
As of December 31, 2023 and 2022 , accrued distributions on unvested common shares, which were included in other liabilities on the consolidated balance sheets, were $ 0.3 million and $ 1.1 million, respectively. Accrued preferred distributions were less than $ 0.1 million as of December 31, 2023 and 2022 and were also included in other liabilities on the consolidated balance sheets.
Repurchases and Redemptions of Global Indemnity Group, LLC’s Common Shares
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. During 2023, 2022, and 2021 , Global Indemnity purchased an aggregate of 18,860 , 15,954 and 17,318 , respectively, of surrendered class A common shares from its employees for $ 0.6 million , $ 0.4 million, and $ 0.5 million , respectively.
On October 21, 2022, Global Indemnity Group, LLC announced it commenced a stock repurchase program beginning in the fourth quarter of 2022. On January 3, 2023, Global Indemnity Group, LLC announced that it had authorized an increase in the aggregate stock repurchase program from $ 32 million, which was authorized on October 21, 2022, to $ 60 million. On June 8, 2023, Global Indemnity Group, LLC's Board of Directors approved an additional increase in the existing share buyback authorization amount of $ 60 million to $ 135 million. The authorization to repurchase will expire on December 31, 2027 . The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
111
Under the repurchase program, repurchases may be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, all in compliance with Global Indemnity Group, LLC’s Insider Trading Policy, the United States Securities and Exchange Commission, and other applicable legal requirements. The repurchase program does not obligate Global Indemnity Group, LLC to acquire any particular amount of class A common shares, and the repurchase program may be suspended or discontinued at any time at Global Indemnity Group, LLC’s discretion.
From the time of the initial announcement, a total of 1,357,082 shares were repurchased for approximately $ 34.0 million at an average purchase price of $ 25.05 per share. 138,151 shares that were acquired were reissued in December 2022 to one of the Directors of Global Indemnity Group, LLC at an average price per share of $ 24.17 . As a result of these transactions, book value per share increased by $ 1.69 per share since inception of the stock repurchase program in October 202 2.
Shares purchased from employees or third parties by Global Indemnity Group, LLC are held as treasury stock and recorded at cost until formally retired by Global Indemnity Group, LLC.
The following table provides information with respect to the class A common shares that were surrendered, repurchased, or redeemed in 2023:
Period (1)
Total Number
of Shares
Purchased or
Redeemed
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)
Class A common shares:
January 1-31, 2023
3,302
(3)
$
23.31
—
—
January 1-31, 2023
250,000
(4)
$
25.90
250,000
$
106,604,066
April 1-30, 2023
200,000
(4)
$
28.00
200,000
$
101,004,066
June 1-30, 2023
15,558
(3)
$
33.74
—
$
101,004,066
Total
468,860
$
27.04
450,000
(1) Based on settlement date.
(2) Based on the $ 135 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.
The following table provides information with respect to the class A common shares that were surrendered, repurchased, or redeemed in 2022:
Period (1)
Total Number
of Shares
Purchased or
Redeemed
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)
Class A common shares:
January 1-31, 2022
4,781
(3)
$
25.13
—
—
June 1-30, 2022
11,173
(3)
$
26.28
—
—
October 1-31, 2022
200,000
(4)
$
23.49
200,000
27,302,000
November 1-30, 2022
250,000
(4)
$
24.50
250,000
21,177,000
December 1-31, 2022
457,082
(4)
$
24.28
457,082
10,079,066
Total
923,036
$
24.20
907,082
(1) Based on settlement date.
(2) Based on the $ 32 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.
Global Indemnity Group, LLC converted 153,594 of class B common shares to class A common shares on November 14, 2022. There were no other class B common shares that were surrendered, repurchased, or redeemed in 2023 or 2022.
Each class A common share has one vote and each class B common share has ten vot es.
As of December 31, 2023, Global Indemnity Group, LLC’s class A common shares were held by approximately 140 shareholders of record. The Fox Paine Entities comprise the two holders of record of Global Indemnity Group, LLC’s class B common shares as of December 31, 2023. Global Indemnity Group, LLC’s preferred shares were held by 1 holder of record, an affiliate of Fox Paine & Company, LLC, as of December 31, 2023 .
112
16. Related Party Transactions
Fox Paine Entities
Pursuant to Global Indemnity Group, LLC’s 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 December 31, 2023. The Fox Paine Entities control the appointment or election of all of Global Indemnity Group, LLC’s Directors due to the LLCA and their controlling share ownership. Global Indemnity Group, LLC’s Chairman is the chief executive and founder of Fox Paine & Company, LLC.
On August 27, 2020, Global Indemnity Group, LLC issued and sold to Wyncote LLC, an affiliate of Fox Paine & Company, LLC, 4,000 Series A Cumulative Fixed Rate Preferred Interests at a price of $ 1,000 per Series A Preferred Interest, for the aggregate purchase price of $ 4,000,000 . While these preferred interests are non-voting, the preferred shareholders are entitled to appoint two additional members to Global Indemnity Group, LLC’s Board of Directors whenever the “Unpaid Targeted Priority Return” with respect to the preferred interests exceed zero immediately following six or more “Distribution Dates”, whether or not such Distribution Dates occur consecutively. Global Indemnity Group, LLC’s Board of Directors is obligated to take, and cause Global Indemnity Group, LLC’s officers to take, any necessary actions to effectuate such appointments, including expanding the size of the Board of Directors, in connection with any exercise of the foregoing provisions. See Note 15 of the notes to consolidated financial statements in Item 8 of Part II of this report for additional information on the Series A Cumulative Fixed Rate Preferred Interests.
Pursuant to the Third Amended and Restated Management Agreement, (“Management Agreement”) dated August 28, 2020 , between Global Indemnity Group, LLC and Fox Paine & Company, LLC, Global Indemnity Group, LLC agrees to pay, or to cause one of its affiliates to pay, an annual service fee (“Annual Service Fee”) as compensation for Fox Paine & Company, LLC’s ongoing provision of certain financial and strategic consulting, advisory and other services to Global Indemnity Group, LLC and its affiliates, and to reimburse all direct and indirect expenses paid or incurred in connection with such services upon request, excluding expenses for travel, lodging, meals, and other items relating to attendance at regularly scheduled meetings of the Board of Directors. The Annual Service Fee is adjusted annually to reflect the aggregate increase in the CPI-U. The current fee charged for the twelve month period beginning September 5, 2023 was $ 3.2 million. Should Global Indemnity Group, LLC and Fox Paine & Company, LLC agree that the Annual Service Fee will be deferred, the Annual Service Fee will become subject to an annual adjustment equal to the percentage rate of return the Company earns on its investment portfolio multiplied by the aggregate Annual Service Fees and adjustment amounts accumulated and unpaid through such date.
Management fee expense of $ 3.1 million, $ 2.9 million, and $ 2.7 million was incurred during the years ended December 31, 2023, 2022, and 2021 , respectively. Prepaid management fees, which were included in other assets on the consolidated balance sheets, were $ 2.1 million as of December 31, 2023 and 2022.
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 recuses himself from the Board of Directors’ deliberations related to fees paid to Fox Paine & Company, LLC or its affiliates).
17. 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
113
insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Commitments
In 2014, the Company entered into a $ 50 million commitment to purchase an alternative investment vehicle which is comprised of European non-performing loans. As of December 31, 2023, the Company has funded $ 35.8 million of this commitment leaving $ 14.2 million as unfunded. Since the investment period has concluded, the Company expects minimal capital calls will be made prospectively.
Other Commitments
The Company is party to a Management Agreement, as amended, with Fox Paine & Company, LLC, whereby in connection with certain management services provided to it by Fox Paine & Company, LLC, the Company agreed to pay an annual management fee to Fox Paine & Company, LLC. See Note 16 above for additional information pertaining to this management agreement.
18. Share-Based Compensation Plans
The fair value method of accounting recognizes share-based compensation to employees and non-employee directors in the consolidated statements of operations using the grant-date fair value of the stock options and other equity-based compensation expensed over the requisite service and vesting period.
For the purpose of determining the fair value of stock option awards, the Company uses the Black-Scholes option-pricing model. The Company elected a policy to accrue for compensation cost based on the number of awards that are expected to vest. An estimation of forfeitures is required when recognizing compensation expense which is then adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment to compensation in the period of change.
Excess tax benefits and tax deficiencies associated with share-based payment awards are required to be recognized as an income tax benefit or expense in net income (loss) with the corresponding cash flows recognized as an operating activity in the Consolidated Statement of Cash Flow.
Share Incentive Plan
On June 14, 2023 , the Company’s Shareholders approved the Global Indemnity Group, LLC 2023 Share Incentive Plan (“the 2023 Plan”). The primary purpose of the 2023 Plan is to provide Global Indemnity a competitive advantage in attracting, retaining, and motivating officers, employees, consultants and non-employee directors, and to position Global Indemnity to offer incentives linked to the financial results of the Company’s business and increases in shareholder value. Under the 2023 Plan, the Company may issue up to 2.5 million class A common shares pursuant to awards granted under the Plan. The 2023 Plan replaced the Global Indemnity Group, LLC 2018 Share Incentive Plan, as amended and restated on August 28, 2020, which expired pursuant to its terms on March 4, 2023.
114
Options
Award activity for stock options granted under the Plan and the weighted average exercise price per share are summarized as follows:
Time-Based
Options
Performance-
Based Options
Total
Options
Weighted
Average Exercise
Price Per Share
Options outstanding at January 1, 2021
900,000
100,000
1,000,000
40.04
Options issued
—
140,000
140,000
28.70
Options forfeited
( 300,000
)
( 146,667
)
( 446,667
)
47.06
Options exercised
—
—
—
—
Options expired
—
—
—
—
Options purchased by the Company
—
—
—
—
Options outstanding at December 31, 2021
600,000
93,333
693,333
33.23
Options issued
200,000
—
200,000
20.77
Options forfeited
—
( 46,666
)
( 46,666
)
28.70
Options exercised
—
—
—
—
Options expired
—
—
—
—
Options purchased by the Company
—
—
—
—
Options outstanding at December 31, 2022
800,000
46,667
846,667
30.54
Options issued
—
—
—
—
Options forfeited
( 600,000
)
( 46,667
)
( 646,667
)
33.56
Options exercised
—
—
—
—
Options expired
—
—
—
—
Options purchased by the Company
—
—
—
—
Options outstanding at December 31, 2023 (1)
200,000
—
200,000
$
20.77
Options exercisable at December 31, 2023 (1)
200,000
—
200,000
$
20.77
(1) Represents stock options granted to the Company's Chief Executive Officer. See note below under Chief Executive Officer for additional information.
The Company recorded $ 0.2 million, $ 0.3 million, and ($ 1.1 ) million of compensation expense for stock options under the Plan during the years ended December 31, 2023, 2022, and 2021, respectively.
The Company did no t receive any proceeds from the exercise of options during 2023, 2022 or 2021 under the Plan.
The Company does not anticipate any additional compensation expense related to options outstanding under the Plan at December 31, 2023.
Option intrinsic values, which are the differences between the fair value of $ 32.24 at December 31, 2023 and the weighted average strike price of the option, are as follows:
Number
of Shares
Weighted Average Strike Price
Intrinsic Value
Outstanding
200,000
20.77
$ 2.3 Million
Exercisable
200,000
20.77
$ 2.3 Million
Exercised (1)
—
—
—
(1) The intrinsic value of the exercised options is the difference between the fair market value at time of exercise and the strike price of the option.
There were no options granted under the Plan in 2023. The weighted average fair value of options granted under the Plan was $ 2.98 in 2022 and $ 6.95 in 2021 using a Black-Scholes option-pricing model and the following weighted average assumptions.
2022
2021
Dividend yield
2.0 %
2.0 %
Expected volatility
22.56 %
38.64 %
Risk-free interest rate
4.49 %
0.2 %
Expected option life
2.0 years
3.5 years
115
The following tables summarize the range of exercise prices of options outstanding at December 31, 2023, 2022, and 2021:
Ranges of
Exercise Prices
Outstanding at December 31, 2023
Weighted Average Per
Share Exercise Price
Weighted Average
Remaining Life
$ 20.00 - $ 24.99
200,000
$
20.77
5.8 years
Total
200,000
Ranges of
Exercise Prices
Outstanding at December 31, 2022
Weighted Average Per
Share Exercise Price
Weighted Average
Remaining Life
$ 15.00 - $ 19.99
300,000
$
17.87
0.0 years
$ 20.00 - $ 24.99
200,000
$
20.77
6.8 years
$ 25.00 - $ 39.99
46,667
$
28.70
8.1 years
$ 50.00 - $ 59.99
300,000
$
50.00
5.0 years
Total
846,667
Ranges of
Exercise Prices
Outstanding at December 31, 2021
Weighted Average Per
Share Exercise Price
Weighted Average
Remaining Life
$ 15.00 - $ 19.99
300,000
$
17.87
0.0 years
$ 25.00 - $ 39.99
93,333
$
28.70
9.0 years
$ 50.00 - $ 59.99
300,000
$
50.00
6.0 years
Total
693,333
Restricted Shares / Restricted Stock Units
In addition to stock option grants, the Plan also provides for the granting of restricted shares and restricted stock units to employees and non-employee Directors. The Compan y recognized compensation expense for restricted stock of $ 2.7 million, $ 2.0 million, and $ 2.5 million for 2023, 2022, and 2021 , respectively. There is no unrecognized compensation expense for the non-vested restricted stock at December 31, 2023 . The Company recognized compensation expense for restricted stock units of $ 0.5 million, $ 1.5 million, and $ 0.9 million for 2023, 2022 and 2021 , respectively. The total unrecognized compensation expense for the non-vested restricted stock units is $ 0.1 million at December 31, 2023 , which will be recognized over a weighted average life of 0 .5 years.
The following table summarizes the restricted stock grants since the 2003 inception of the original share incentive plan:
Restricted Stock Awards
Year
Employees
Directors
Total
Inception through 2020
1,171,576
747,601
1,919,177
2021
—
83,199
83,199
2022
—
97,260
97,260
2023
—
91,088
91,088
1,171,576
1,019,148
2,190,724
The following table summarizes the non-vested restricted shares activity for the years ended December 31, 2023, 2022, and 2021:
Number of
Shares
Weighted
Average
Price Per
Share
Non-vested Restricted Shares at January 1, 2021
35,403
38.45
Shares issued
83,199
27.24
Shares vested
( 101,048
)
29.59
Shares forfeited
( 2,915
)
36.58
Non-vested Restricted Shares at December 31, 2021
14,639
36.23
Shares issued
97,260
25.08
Shares vested
( 100,975
)
25.49
Shares forfeited
( 10,924
)
36.23
Non-vested Restricted Shares at December 31, 2022
—
—
Shares issued
91,088
29.83
Shares vested
( 91,088
)
29.83
Shares forfeited
—
—
Non-vested Restricted Shares at December 31, 2023
—
$
—
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The following table summarizes the restricted stock unit grants since the 2003 inception of the original share incentive plan:
Restricted Stock Unit Awards
Year
Employees
Directors
Total
Inception through 2020
336,736
41,667
378,403
2021
—
—
—
2022
—
—
—
2023
—
—
—
336,736
41,667
378,403
The following table summarizes the non-vested restricted stock units activity for the years ended December 31, 2023, 2022, and 2021:
Number
of Restricted
Stock Units
Weighted Average Price Per Restricted Stock Unit
Non-vested Restricted Stock Units at January 1, 2021
315,026
$
30.26
Restricted Stock Units issued
—
—
Restricted Stock Units vested
( 44,245
)
30.08
Restricted Stock Units forfeited
( 43,425
)
30.06
Non-vested Restricted Stock Units at December 31, 2021
227,356
$
30.33
Restricted Stock Units issued
—
—
Restricted Stock Units vested
( 47,633
)
30.35
Restricted Stock Units forfeited
( 51,885
)
29.82
Non-vested Restricted Stock Units at December 31, 2022
127,838
$
30.53
Restricted Stock Units issued
—
—
Restricted Stock Units vested
( 61,652
)
30.43
Restricted Stock Units forfeited
( 14,893
)
30.18
Non-vested Restricted Stock Units at December 31, 2023
51,293
$
30.75
Upon vesting, the restricted stock units are converted to restricted class A common shares. Based on the terms of the restricted share and restricted stock unit grants, all forfeited shares revert back to the Company.
During 2023, 2022, and 2021 , the Company granted 91,088 , 97,260 , and 83,199 class A common shares, respectively, at a weighted average grant date value of $ 29.83 , $ 25.08 , and $ 27.24 per share, respectively, to non-employee directors of the Company under the Plan. The Company previously granted 157,139 shares to a non-employee director with deferred vesting. These shares vested on January 13, 2023 . All other s hares granted to non-employee directors of the Company are fully vested but subject to certain restrictions.
There were no restricted class A common shares or restricted stock units granted to key employees during the years ended December 31, 2023, 2022, or 2021.
Book Value Appreciation Rights (“BVAR”)
In 2021, the Company granted 2,500,000 Penn-Patriot BVARs with an aggregate initial notional value equal to approximately 5 % of Penn-Patriot’s book value, which entitled the holder to a payment based on the value of the per-BVAR appreciation in Penn-Patriot’s book value over the initial notional value. These BVARs were forfeited in 2022.
In 2021, the Company also granted 400,000 Penn-Patriot BVARS with an aggregate initial notional value equal to approximately 0.8 % of Penn-Patriot’s book value, which entitled the holder to a payment based on the value of the per-BVAR appreciation in Penn-Patriot’s book value over the initial notional value. These BVARs were forfeited in 2022.
There were no BVARs granted during the years ended December 31, 2023 and 2022.
The Company recorded $ 2.3 million in compensation expense during the year ended December 31, 2021. This expense was reversed in 2022 when the BVARs were forfeited. There was no compensation expense related to BVARs during the year ended December 31, 2023. There were no accrued expenses rel ated to BVARs as of December 31, 2023 or 2022.
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Book Value Rights ("BVR")
Book Value Rights are awards issued to employees which are indexed to Penn-Patriot Insurance Company's equity. Penn-Patriot Insurance Company is a wholly owned subsidiary of the Company. The BVRs are payable in either cash or Global Indemnity Group, LLC's class A common shares at the discretion of Global Indemnity Group, LLC's Board of Directors.
In 2023, the Comp any granted 177,045 Penn-Patriot Book Value Rights. These BVR will vest 50 % on March 3, 2025 and 50 % on March 3, 2026 .
In 2022, the Comp any granted 179,096 Penn-Patriot Book Value Rights. Of these BVR, 69,034 BVR have a three year cliff vesting period. 34,463 BVR will vest on December 31, 2024 . 20,855 BVR will vest 50 % on April 18, 2025 and 50 % on April 18, 2027 . The remaining 54,745 BVR will vest as follows:
• 16.5 % vested on January 1, 2023 , 16.5 % will vest on January 1, 2024 , and 17.0 % of the book value rights will vest on January 1, 2025 .
• Subject to Board approval, 50 % of the book value rights will vest 100 %, no later than March 15, 2026 , following a re-measurement of 2022 results as of December 31, 2025.
In 2021, the Company granted 131,438 Penn-Patriot Book Value Rights. Of these BVR, 97,432 BVR have a three year cliff vesting period. Of the remaining 34,006 BVR, 50 % vested on October 26, 2022 and 50 % will be paid in January 2024 .
The Company recorded $ 0.6 million, $ 0.8 million, and $ 0.1 million in compensation expense during the years ended December 31, 2023, 2022, and 2021 , respectively, and had $ 1.3 million and $ 0.7 million accrued as of December 31, 2023, and 2022, respectively, related to the book value rights.
Chief Executive Officer
Effective October 21, 2022, Global Indemnity Group, LLC's Board of Directors appointed Joseph W. Brown as its Chief Executive Officer ("CEO"). The CEO Agreement provides for a grant of 200,000 stock options to acquire GBLI class A common shares with an exercise price equal to the closing price of GBLI’s class A common shares on the date of the grant. The options vested in four equal tranches as follows: 25 % on each of November 1, 2022 , February 1, 2023 , May 1, 2023 and August 1, 2023 and are exercisable within 7 years of the grant notwithstanding any earlier termination of employment. The stock options are subject to the terms and conditions for stock options as reflected in the Company’s 2018 Share Incentive Plan and written option agreement.
See Note 26 for additional information on stock options granted in connection with new CEO Agreement entered into on January 18, 2024.
Rule 10b5-1 Trading Plans
The Company did not have any Rule 10b5-1 Trading Plans in place during the years ended December 31, 2023, 2022, and 2021 .
19. 401(k) Plan
The Company maintains a 401(k) defined contribution plan that covers all eligible U.S. employees. Under this plan, the Company matches 100 % of the first 6 % contributed by an employee. Vesting on contributions made by the Company is immediate. Total expenses for the plan were $ 1.6 million, $ 2.0 million, and $ 1.9 million for the three years ended December 31, 2023, 2022, and 2021, respectively.
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20. 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:
Years Ended December 31,
(Dollars in thousands, except share and per share data)
2023
2022
2021
Numerator:
Net income (loss)
$
25,429
$
( 850
)
$
29,354
Less: preferred stock distributions
440
440
440
Net income (loss) available to common shareholders
$
24,989
$
( 1,290
)
$
28,914
Denominator:
Weighted average shares for basic earnings per share
13,553,168
14,482,164
14,426,739
Non-vested restricted stock
—
—
11,016
Non-vested restricted stock units
49,616
—
120,936
Options
63,624
—
105,639
Weighted average shares for diluted earnings per share (1)
13,666,408
14,482,164
14,664,330
Earnings per share - Basic
$
1.84
$
( 0.09
)
$
2.00
Earnings per share - Diluted
$
1.83
$
( 0.09
)
$
1.97
(1) For the year ended December 31, 2022, “weighted average shares outstanding – basic” was used to calculate “diluted earnings per share” due to a net loss for the period.
If the Company had not incurr ed a loss during the year ended December 31, 2022, 14,644,274 weighted average shares would have been used to compute the diluted loss per share calculation. In addition to the basic shares, weighted average shares for the diluted calculation for the year ended December 31, 2022 would have included 74,987 restricted stock units and 87,124 share equivalents for options.
The weighted average shares outstanding used to determine dilutive earnings per share for the years ended December 31, 2022 and 2021 does not include 346,667 and 393,333 options, respectively, which were deemed to be anti-dilutive. The year ended December 31, 2023 did no t have any options that were deemed to be anti-dilutive.
21. Statutory Financial Information
GAAP differs in certain respects from Statutory Accounting Principles (“SAP”) as prescribed or permitted by the various U.S. state insurance departments. The principal differences between SAP and GAAP are as follows:
• Under SAP, investments in debt securities are primarily carried at amortized cost, while under GAAP the Company records its debt securities at estimated fair value.
• Under SAP, policy acquisition costs, such as commissions, premium taxes, fees and other costs of underwriting policies are charged to current operations as incurred, while under GAAP such costs are deferred and amortized on a pro rata basis over the period covered by the policy.
• Under SAP, certain assets designated as "Non-admitted assets" (such as prepaid expenses) are charged against surplus.
• Under SAP, net deferred income tax assets are admitted following the application of specified criteria, with the resulting admitted deferred tax amount being credited directly to surplus.
• Under SAP, certain premium receivables are non-admitted and are charged against surplus based upon aging criteria.
• Under SAP, the costs and related receivables for guaranty funds and other assessments are recorded based on Management's estimate of the ultimate liability and related receivable settlement, while under GAAP such costs are accrued when the
119
liability is probable and reasonably estimable and the related receivable amount is based on future premium collections or policy surcharges from in-force policies.
• Under SAP, unpaid losses and loss adjustment expenses and unearned premiums are reported net of the effects of reinsurance transactions, whereas under GAAP, unpaid losses and loss adjustment expenses and unearned premiums are reported gross of reinsurance.
• Under SAP, a provision for reinsurance is charged to surplus based on the authorized status of reinsurers, available collateral, and certain aging criteria, whereas under GAAP, an allowance for uncollectible reinsurance is established based on Management’s best estimate of the collectability of reinsurance receivables.
• Under SAP, the tax impact of the Tax Cuts and Jobs Act enacted on December 22, 2017 is recorded through surplus, whereas under GAAP, the tax impact is recorded in the Consolidated Statements of Operations.
The National Association of Insurance Commissioners (“NAIC”) issues model laws and regulations, many of which have been adopted by state insurance regulators, relating to: (a) risk-based capital ("RBC") standards; (b) codification of insurance accounting principles; (c) investment restrictions; and (d) restrictions on the ability of insurance companies to pay dividends.
The Company’s insurance subsidiaries are required by law to maintain certain minimum surplus on a statutory basis, and are subject to regulations under which payment of a dividend from statutory surplus is restricted and may require prior approval of regulatory authorities. Applying the current regulatory restrictions as of December 31, 2023, the maximum amount of distributions that could be paid in 2024 by Penn-Patriot Insurance Company, the United National insurance companies, and the Penn-America insurance companies under applicable laws and regulations without regulatory approval is approximately $ 40.2 million, $ 29.8 million, and $ 12.6 million, respectively. The Penn-America insurance companies limitation includes $ 4.1 million that would be distributed to United National Insurance Company or its subsidiary, Penn Independent Corporation, based on the December 31, 2023 ownership percentages. The Company’s insurance subsidiaries did no t declare or pay any dividends in 2023.
The NAIC's RBC model provides a tool for insurance regulators to determine the levels of statutory capital and surplus an insurer must maintain in relation to its insurance and investment risks, as well as its reinsurance exposures, to assess the potential need for regulatory attention. The model provides four levels of regulatory attention, varying with the ratio of an insurance company's total adjusted capital to its authorized control level RBC ("ACLRBC"). If a company’s total adjusted capital is:
(a) less than or equal to 200%, but greater than 150% of its ACLRBC (the "Company Action Level"), the company must submit a comprehensive plan to the regulatory authority proposing corrective actions aimed at improving its capital position;
(b) less than or equal to 150%, but greater than 100% of its ACLRBC (the "Regulatory Action Level"), the regulatory authority will perform a special examination of the company and issue an order specifying the corrective actions that must be followed;
(c) less than or equal to 100%, but greater than 70% of its ACLRBC (the "Authorized Control Level"), the regulatory authority may take any action it deems necessary, including placing the company under regulatory control; and
(d) less than or equal to 70% of its ACLRBC (the "Mandatory Control Level"), the regulatory authority must place the company under its control.
Based on the standards currently adopted, the Company reported in its 2023 statutory filings that the capital and surplus of the insurance companies are above the prescribed Company Action Level RBC requirements.
The following is selected information for the Company’s insurance companies, net of intercompany eliminations, where applicable, as determined in accordance with SAP:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Statutory capital and surplus, as of end of period
$
402,838
$
367,275
$
359,471
Statutory net income
60,976
23,044
29,696
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22. 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.
Both segments follow the same accounting policies used for the Company’s consolidated financial statements. For further disclosure regarding the Company’s accounting policies, please see Note 4.
The Company manage the distribution of its core product offerings through its Penn-America segment (formerly known as Commercial Specialty). 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.
The following are tabulations of business segment information for the years ended December 31, 2023, 2022, and 2021. Corporate information is included to reconcile segment data to the consolidated financial statements.
2023:
(Dollars in thousands)
Penn-
America
Non-Core Operations
Total
Revenues:
Gross written premiums
$
369,660
$
46,737
$
416,397
Net written premiums
$
356,796
$
42,523
$
399,319
Net earned premiums
$
354,518
$
118,839
$
473,357
Other income
1,257
178
1,435
Total revenues
355,775
119,017
474,792
Losses and Expenses:
Net losses and loss adjustment expenses
233,239
55,914
289,153
Acquisition costs and other underwriting expenses
134,155
48,462
182,617
Income (loss) from segments
$
( 11,619
)
$
14,641
3,022
Unallocated Items:
Net investment income
55,444
Net realized investment losses
( 2,107
)
Corporate and other operating expenses
( 23,383
)
Income before income taxes
32,976
Income tax expense
( 7,547
)
Net income
$
25,429
Segment assets
$
982,083
$
603,433
$
1,585,516
Corporate assets
144,060
Total assets
$
1,729,576
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2022:
(Dollars in thousands)
Penn-
America
Non-Core Operations
Total
Revenues:
Gross written premiums
$
387,967
$
339,636
$
727,603
Net written premiums
$
370,306
$
221,025
$
591,331
Net earned premiums
$
359,597
$
242,874
$
602,471
Other income
1,029
433
1,462
Total revenues
360,626
243,307
603,933
Losses and Expenses:
Net losses and loss adjustment expenses
214,854
144,374
359,228
Acquisition costs and other underwriting expenses
135,145
101,236
236,381
Income (loss) from segments
$
10,627
$
( 2,303
)
8,324
Unallocated Items:
Net investment income
27,627
Net realized investment losses
( 32,929
)
Other income
29,903
Corporate and other operating expenses
( 24,421
)
Interest expense
( 3,004
)
Loss on extinguishment of debt
( 3,529
)
Income before income taxes
1,971
Income tax expense
( 2,821
)
Net loss
$
( 850
)
Segment assets
$
937,919
$
824,256
$
1,762,175
Corporate assets
38,600
Total assets
$
1,800,775
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2021:
(Dollars in thousands)
Penn-
America
Non-Core Operations
Total
Revenues:
Gross written premiums
$
349,962
$
332,160
$
682,122
Net written premiums
$
328,659
$
251,409
$
580,068
Net earned premiums
$
308,676
$
286,934
$
595,610
Other income
1,028
787
1,815
Total revenues
309,704
287,721
597,425
Losses and Expenses:
Net losses and loss adjustment expenses
184,163
200,801
384,964
Acquisition costs and other underwriting expenses
113,038
109,803
222,841
Income (loss) from segments
$
12,503
$
( 22,883
)
( 10,380
)
Unallocated Items:
Net investment income
37,020
Net realized investment gains
15,887
Other income
27,936
Corporate and other operating expenses
( 27,179
)
Interest expense
( 10,481
)
Income before income taxes
32,803
Income tax expense
( 3,449
)
Net income
$
29,354
Segment assets
$
837,108
$
920,734
$
1,757,842
Corporate assets
254,967
Total assets
$
2,012,809
23. Supplemental Cash Flow Information
Taxes and Interest Paid
The Company paid the following net federal income taxes and interest for 2023, 2022, and 2021:
Years Ended December 31,
(Dollars in thousands)
2023
2022
2021
Federal income taxes paid
$
613
$
426
$
54
Interest paid
—
5,125
10,340
24. Government Assistance
Enacted in March 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") provides tax relief and incentives to help in the recovery of businesses that partially or fully suspended operations during the coronavirus (“COVID-19”) pandemic in 2020. The CARES Act contains numerous benefits, one of which is the Employee Retention Credit for Employers Subject to Closure Due to COVID-19 (the “COVID-19 Employee Retention Credit” or “ERC”). The ERC was further enhanced with the passage of the Consolidated Appropriation Act (“CAA”) in December 2020.
The Company qualified for a $ 5.3 million credit in 2021 by continuing to pay employees at locations that were fully or partially suspended as a result of a COVID-19 related government order. In 2021, qualified wages paid by employers with an average of 500 or less full time employees is defined as all wages paid during any quarter in which the employer is eligible for the ERC. In 2021, the credit was 70 % of qualified wages up to a maximum credit of $ 7,000 per employee per quarter.
The Company receive d $ 5.5 million during the year ended December 31, 2022. Of this amount, $ 5.3 million was recorded as a reduction to compens ation cost, which is a component of corporate and other operating expenses, and $ 0.2 million was recorded as interest income on the Company’s consolidated statements of operations during the year ended December 31, 2022. The Company did no t receive any amounts during the years ended December 31, 2023 and 2021.
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25. New Accounting Pronouncements
Recently Issued Accounting Guidance Not Yet Adopted
In December 2023, the FASB issued an accounting standard update to address improvements to income tax disclosures. The standard requires disaggregated information about a company’s effective tax rate reconciliation as well as information on income taxes paid. The standard is effective for public companies for annual periods beginning after December 15, 2024, with early adoption permitted. The standard will be applied on a prospective basis with the option to apply the standard retrospectively. The Company does not expect the adoption of this new accounting guidance to have a material impact on the Company's financial condition, results of operations, or cash flows.
In November 2023, the FASB issued an accounting standard update to address improvements to reportable segment disclosures. The standard primarily requires the following disclosure on an annual and interim basis: (i) significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss; and (ii) other segment items and description of its composition. The standard also requires current annual disclosures about a reportable segment's profits or losses and assets to be disclosed in interim periods and the title and position of the CODM with an explanation of how the CODM uses the reported measure(s) of segment profits or losses in assessing segment performance and deciding how to allocate resources. The guidance is effective for public companies for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment is applied retrospectively to all prior periods presented. The Company does not expect the adoption of this new accounting guidance to have a material impact on the Company's financial condition, results of operations, or cash flows.
26. Subsequent Events
Chief Executive Officer Agreement
The Company entered into a new Chief Executive Officer Agreement ("2024 CEO Agreement") with Joseph W. Brown on J anuary 18, 2024. The 2024 CEO agreement provides for a grant of 200,000 stock options to acquire GBLI Class A common shares with an exercise price equal to the closing price of GBLI's Class A common shares on the date of the grant. The options vest in four equal tranches as follows: 25 % on each of the first business day of each quarter in 2024 (subject to Mr. Brown remaining employed with the Company through each vesting date), and to the extent vested, are exercisable within 7 years of the grant notwithstanding any earlier termination of employment.
The 2024 CEO Agreement further provides that on the first business day of each year, beginning in 2025 through 2028, if Mr. Brown is employed by the Company, he shall be granted 50,000 stock options to acquire GBLI Class A common shares with an exercise price equal to the closing price of GBLI's Class A common shares on the date of the grant. The options, if granted, will vest on December 31, 2028 (subject to Mr. Brown remaining employed with the Company or serving on the Company's Board of Directors t hrough the vesting date), and to the extent vested, are exercisable within 7 years of the grant notwithstanding any earlier termination of employment.
Distribution
On March 6, 2024 , the Board of Directors approved a dividend rate of $ 0.35 per common share payable on March 28, 2024 to all shareholders of record as of the close of business on March 21, 2024 , a 40 % increase over the prior quarterly dividend rate of $ 0.25 per common share. Future dividends remain subject to the discretion of GBLI’s Board of Directors, including the Board of Director’s evaluation of the company’s financial performance, capital and reserve positions, liquidity, balance sheet, and other factors.
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.