Item 2. Management’s Discussion and Analysis
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of the Company included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please see "Cautionary Note Regarding Forward-Looking Statements" at the end of this Item 2 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein. For more information regarding the Company’s business and operations, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Recent Developments
Distributions
The Board of Directors approved a distribution payment of $0.25 per common share to all shareholders of record on the close of business on March 21, 2022. Distributions paid to common shareholders were $3.7 million during the quarter ended March 31, 2022. In addition, distributions of $0.1 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the quarter ended March 31, 2022.
Board of Directors
Effective January 1, 2022, Bruce R. Lederman ceased to be a Fox Paine Entities’ appointed member of the Company’s Board of Directors. Effective January 22, 2022, Jason B. Hurwitz ceased to be a Fox Paine Entities’ appointed member of the Company’s Board of Directors.
Effective February 9, 2022, James R. Holt, Jr. became a Fox Paine Entities’ appointed member of the Company’s Board of Directors. Mr. Holt is a member of the Audit Committee, the Nomination, Compensation & Governance Committee, the Enterprise Risk Management Committee, and the Technology Committee.
Effective April 13, 2022, James D. Wehr is no longer a Designated Director of the Company’s Board of Directors and his service to the Company’s Board of Directors ended on the same date.
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.
COVID-19
The global outbreak of COVID-19 continues to present significant risks to the Company. The COVID-19 pandemic may affect the Company’s operations indefinitely. The Company may experience reductions in premium volume, delays in the collection of premiums, and increases in COVID-19 related claims. Any resulting volatility in the global financial markets may negatively impact the market value of the Company’s investment portfolio and may result in net realized investment losses as well as a decline in the liquidity of the investment portfolio. All of these factors may have far reaching impacts on the Company’s business, operations, and financial results and conditions, directly and indirectly, including without limitation impacts on the health of the Company’s management and employees, distribution, marketing, customers and agents, and on the overall economy. The scope and nature of these impacts, most of which are beyond the Company’s control, continue to evolve and such effects could exist for an extended period of time even after the pandemic ends.
33
GLOBAL INDEMNITY GROUP, LLC
Overview
The Company’s Commercial Specialty segment sells its property and casualty insurance products through a group of approximately 195 professional general agencies that have limited quoting and binding authority, as well as a number of wholesale insurance brokers who in turn sell the Company’s insurance products to insureds through retail insurance brokers. Commercial Specialty operates predominantly in the excess and surplus lines marketplace. The Company manages its Commercial Specialty segment via product classifications. These product classifications are: 1) Penn-America, which includes property and general liability products for small commercial businesses sold through a select network of wholesale general agents with specific binding authority; 2) United National, which includes property, general liability, and professional lines products sold through program administrators with specific binding authority; 3) Diamond State, which includes property, casualty, and professional lines products sold through wholesale brokers and program administrators with specific binding authority; and 4) Vacant Express, which primarily insures dwellings which are currently vacant, undergoing renovation, or are under construction and is sold through aggregators, brokers, and retail agents. The Company has also created several start-up business lines which distribute professional, environmental, and excess casualty products.
The Company’s Reinsurance Operations provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies. It uses its capital capacity to write niche and casualty-focused treaties and business which meet the Company’s risk tolerance and return thresholds.
The Company’s Farm, Ranch & Stable segment, primarily via American Reliable, provides specialized property and casualty coverage including Commercial Farm Auto and Excess/Umbrella Coverage for the agriculture industry as well as specialized insurance products for the equine mortality and equine major medical industry. These insurance products are sold through a group of approximately 240 agents, primarily comprised of wholesalers and retail agents, with a selected number having specific binding authority.
The Company’s Exited Lines segment represents lines of business that are no longer being written or are in runoff. Exited Lines includes specialty personal lines property and casualty products such as manufactured home, dwelling, motorcycle, watercraft and certain homeowners business, certain business within Property Brokerage, and property and catastrophe reinsurance treaties. These insurance products were distributed through a group of approximately 205 wholesale general agents, wholesale insurance brokers, program administrators, and retail agents.
The Company derives its revenues primarily from premiums paid on insurance policies that it writes and from income generated by its investment portfolio, net of fees paid for investment management services. The amount of insurance premiums that the Company receives is a function of the amount and type of policies it writes, as well as prevailing market prices.
The Company’s expenses include losses and loss adjustment expenses, acquisition costs and other underwriting expenses, corporate and other operating expenses, interest, investment expenses, and income taxes. Losses and loss adjustment expenses are estimated by management and reflect the Company’s best estimate of ultimate losses and costs arising during the reporting period and revisions of prior period estimates. The Company records its best estimate of losses and loss adjustment expenses considering both internal and external actuarial analyses of the estimated losses the Company expects to incur on the insurance policies it writes. The ultimate losses and loss adjustment expenses will depend on the actual costs to resolve claims. Acquisition costs consist principally of commissions and premium taxes that are typically a percentage of the premiums on the insurance policies the Company writes, net of ceding commissions earned from reinsurers. Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities. Corporate and other operating expenses are comprised primarily of outside legal fees, other professional and accounting fees, directors’ fees, management fees & advisory fees, and salaries and benefits for company personnel whose services relate to the support of corporate activities. Interest expense is primarily comprised of amounts due on outstanding debt.
Critical Accounting Estimates and Policies
The Company’s consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
34
GLOBAL INDEMNITY GROUP, LLC
The most critical accounting policies involve significant estimates and include those used in determining the liability for unpaid losses and loss adjustment expenses, recoverability of reinsurance receivables, investments, fair value measurements, goodwill and intangible assets, deferred acquisition costs, and taxation. For a detailed discussion on each of these policies, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to any of these policies or underlying methodologies during the current year.
Results of Operations
The following table summarizes the Company’s results for the quarters ended March 31, 2022 and 2021:
Quarters Ended
March 31,
%
(Dollars in thousands)
2022
2021
Change
Gross written premiums
$
190,983
$
163,558
16.8
%
Net written premiums
$
159,482
$
147,683
8.0
%
Net earned premiums
$
148,823
$
143,700
3.6
%
Other income
439
408
7.6
%
Total revenues
149,262
144,108
3.6
%
Losses and expenses:
Net losses and loss adjustment expenses
84,695
90,783
(6.7
%)
Acquisition costs and other underwriting expenses
56,692
54,764
3.5
%
Underwriting income (loss)
7,875
(1,439
)
NM
Net investment income
6,592
9,836
(33.0
%)
Net realized investment gains (losses)
(25,385
)
3,819
NM
Other loss
(13
)
(31
)
58.1
%
Corporate and other operating expenses
(4,660
)
(4,276
)
9.0
%
Interest expense
(2,595
)
(2,595
)
—
Income (loss) before income taxes
(18,186
)
5,314
NM
Income tax benefit
(3,413
)
(203
)
NM
Net income (loss)
$
(14,773
)
$
5,517
NM
Underwriting Ratios:
Loss ratio (1) :
56.9
%
63.1
%
Expense ratio (2)
38.1
%
38.1
%
Combined ratio (3)
95.0
%
101.2
%
NM – not meaningful
(1)
The loss ratio is a GAAP financial measure that is generally viewed in the insurance industry as an indicator of underwriting profitability and is calculated by dividing net losses and loss adjustment expenses by net earned premiums.
(2)
The expense ratio is a GAAP financial measure that is calculated by dividing the sum of acquisition costs and other underwriting expenses by net earned premiums.
(3)
The combined ratio is a GAAP financial measure and is the sum of the Company’s loss and expense ratios.
35
GLOBAL INDEMNITY GROUP, LLC
Premiums
The following table summarizes the change in premium volume by business segment:
Quarters Ended
March 31,
(Dollars in thousands)
2022
2021
% Change
Gross written premiums (1)
Commercial Specialty
$
104,266
$
89,334
16.7
%
Reinsurance Operations (3)
41,445
21,951
88.8
%
Farm, Ranch & Stable
22,676
21,002
8.0
%
Continuing Lines
168,387
132,287
27.3
%
Exited Lines
22,596
31,271
(27.7
%)
Total gross written premiums
$
190,983
$
163,558
16.8
%
Ceded written premiums
Commercial Specialty
$
5,953
$
7,162
(16.9
%)
Reinsurance Operations (3)
—
—
—
Farm, Ranch & Stable
3,664
3,399
7.8
%
Continuing Lines
9,617
10,561
(8.9
%)
Exited Lines
21,884
5,314
NM
Total ceded written premiums
$
31,501
$
15,875
98.4
%
Net written premiums (2)
Commercial Specialty
$
98,313
$
82,172
19.6
%
Reinsurance Operations (3)
41,445
21,951
88.8
%
Farm, Ranch & Stable
19,012
17,603
8.0
%
Continuing Lines
158,770
121,726
30.4
%
Exited Lines
712
25,957
(97.3
%)
Total net written premiums
$
159,482
$
147,683
8.0
%
Net earned premiums
Commercial Specialty
$
91,763
$
78,692
16.6
%
Reinsurance Operations (3)
34,963
16,798
108.1
%
Farm, Ranch & Stable
17,643
18,141
(2.7
%)
Continuing Lines
144,369
113,631
27.1
%
Exited Lines
4,454
30,069
(85.2
%)
Total net earned premiums
$
148,823
$
143,700
3.6
%
(1)
Gross written premiums represent the amount received or to be received for insurance policies written without reduction for reinsurance costs, ceded premiums, or other deductions.
(2)
Net written premiums equal gross written premiums less ceded written premiums.
(3)
External business only, excluding business assumed from affiliates.
Gross written premiums increased by 16.8% for the quarter ended March 31, 2022 as compared to same period in 2021. The increase in gross written premiums is mainly due to the continued growth of existing programs, increased pricing, and several new programs within Commercial Specialty, the organic growth of existing casualty treaties within Reinsurance Operations, and growth of mortality business and increased pricing within Farm, Ranch & Stable partially offset by a reduction in premiums within Exited Lines.
36
GLOBAL INDEMNITY GROUP, LLC
Underwriting Ratios
Quarters Ended
March 31,
Point
2022
2021
Change
Loss ratio
Commercial Specialty
56.7
%
63.3
%
(6.6
)
Reinsurance Operations
61.4
%
64.7
%
(3.3
)
Farm, Ranch & Stable
62.1
%
65.1
%
(3.0
)
Continuing Lines
58.5
%
63.8
%
(5.3
)
Exited Lines
5.0
%
61.0
%
(56.0
)
Total loss ratio
56.9
%
63.1
%
(6.2
)
Expense ratio
Commercial Specialty
36.7
%
36.9
%
(0.2
)
Reinsurance Operations
34.8
%
34.4
%
0.4
Farm, Ranch & Stable
38.6
%
38.5
%
0.1
Continuing Lines
36.5
%
36.8
%
(0.3
)
Exited Lines
90.1
%
43.1
%
47.0
Total expense ratio
38.1
%
38.1
%
—
Combined ratio
Commercial Specialty
93.4
%
100.2
%
(6.8
)
Reinsurance Operations
96.2
%
99.1
%
(2.9
)
Farm, Ranch & Stable
100.7
%
103.6
%
(2.9
)
Continuing Lines
95.0
%
100.6
%
(5.6
)
Exited Lines
95.1
%
104.1
%
(9.0
)
Total combined ratio
95.0
%
101.2
%
(6.2
)
Net Retention
The ratio of net written premiums to gross written premiums is referred to as the Company’s net premium retention. The Company’s net premium retention is summarized by segments as follows:
Quarters Ended
March 31,
Point
(Dollars in thousands)
2022
2021
Change
Commercial Specialty
94.3
%
92.0
%
2.3
Reinsurance Operations
100.0
%
100.0
%
—
Farm, Ranch & Stable
83.8
%
83.8
%
—
Continuing Lines
94.3
%
92.0
%
2.3
Exited Lines
3.2
%
83.0
%
(79.8
)
Total
83.5
%
90.3
%
(6.8
)
The net premium retention for the quarter ended March 31, 2022 decreased by 6.8 points as compared to the same period in 2021. The reduction in retention is primarily driven by the Company entering into an agreement effective November 30, 2021 where American Family Mutual Insurance Company agreed to reinsure 100% of the Company’s unearned premium reserves of the same types as the policies included in the sale of the renewal rights of the Company’s manufactured and dwelling homes products that were in force as of November 30, 2021. See Note 3 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 additional information on this reinsurance agreement as well as the sale of renewal rights related to the Company’s manufactured and dwelling home products.
Net Earned Premiums
Net earned premiums within the Commercial Specialty segment increased by 16.6% for the quarter ended March 31, 2022 as compared to the same period in 2021. The increase in net earned premiums was primarily due to a growth in premiums
37
GLOBAL INDEMNITY GROUP, LLC
written as a result of organic growth from existing agents, pricing increases, and several new programs. Property net earned premiums were $ 3 5.5 million and $ 37.1 million for the quarter s ended March 31, 2022 and 2021 , respectively . Casualty net earned premiums were $ 56.3 million and $ 41.6 million for the quarters ended March 31, 2022 and 2021 , respectively.
Net earned premiums within the Reinsurance Operations segment increased by 108.1% for the quarter ended March 31, 2022 as compared to the same period in 2021 primarily due to organic growth of existing casualty treaties. Property net earned premiums were less than $0.1 million for the quarter ended March 31, 2022. There was no property net earned premiums for the quarter ended March 31, 2021. Casualty net earned premiums were $34.9 million and $16.8 million for the quarters ended March 31, 2022 and 2021, respectively.
Net earned premiums within the Farm, Ranch & Stable segment decreased by 2.7% for the quarter ended March 31, 2022 as compared to the same periods in 2021. The decrease in net earned premiums was primarily due to the continued reduction of catastrophe exposed business in prior periods. Property net earned premiums were $13.3 million and $13.6 million for the quarters ended March 31, 2022 and 2021, respectively. Casualty net earned premiums were $4.3 million and $4.6 million for the quarters ended March 31, 2022 and 2021, respectively.
Net earned premiums within the Exited Lines segment decreased by 85.2% for the quarter ended March 31, 2022 as compared to the same periods in 2021 primarily due to the sale of the renewal rights related to the Company’s manufactured and dwelling home products on October 26, 2021. The decrease in net earned premiums is also due to exiting lines of business unrelated to the company’s continuing businesses. Property net earned premiums were $4.3 million and $28.3 million for the quarters ended March 31, 2022 and 2021, respectively. Casualty net earned premiums were $0.1 million and $1.7 million for the quarters ended March 31, 2022 and 2021, respectively.
Reserves
Management’s best estimate at March 31, 2022 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 $770.3 million and $677.1 million, respectively, as of March 31, 2022. A breakout of the Company’s gross and net reserves, as of March 31, 2022, is as follows:
Gross Reserves
(Dollars in thousands)
Case
IBNR (1)
Total
Commercial Specialty
$
154,338
$
311,048
$
465,386
Reinsurance Operations
6,275
116,552
122,827
Farm, Ranch & Stable
13,446
33,730
47,176
Continuing Lines
174,059
461,330
635,389
Exited Lines
71,755
63,188
134,943
Total
$
245,814
$
524,518
$
770,332
Net Reserves (2)
(Dollars in thousands)
Case
IBNR (1)
Total
Commercial Specialty
$
129,971
$
279,718
$
409,689
Reinsurance Operations
6,275
116,552
122,827
Farm, Ranch & Stable
10,734
24,778
35,512
Continuing Lines
146,980
421,048
568,028
Exited Lines
53,640
55,470
109,110
Total
$
200,620
$
476,518
$
677,138
(1)
Losses incurred but not reported, including the expected future emergence of case reserves.
(2)
Does not include reinsurance receivable on paid losses.
Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made. If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s best estimate. For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes management’s best estimate is more likely
38
GLOBAL INDEMNITY GROUP, LLC
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 $87.8 million for claims occurring during the quarter ended March 31, 2022 :
Severity Change
(Dollars in thousands)
-10%
-5%
0%
5%
10%
Frequency Change
-5%
(12,731
)
(8,561
)
(4,390
)
(220
)
3,951
-3%
(11,151
)
(6,892
)
(2,634
)
1,624
5,883
-2%
(10,360
)
(6,058
)
(1,756
)
2,546
6,848
-1%
(9,570
)
(5,224
)
(878
)
3,468
7,814
0%
(8,780
)
(4,390
)
—
4,390
8,780
1%
(7,990
)
(3,556
)
878
5,312
9,746
2%
(7,200
)
(2,722
)
1,756
6,234
10,712
3%
(6,409
)
(1,888
)
2,634
7,156
11,677
5%
(4,829
)
(220
)
4,390
9,000
13,609
The Company’s net reserves for losses and loss adjustment expenses of $677.1 million as of March 31, 2022 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.
39
GLOBAL INDEMNITY GROUP, LLC
Underwriting Results
Commercial Specialty
The components of income and loss from the Company’s Commercial Specialty segment and corresponding underwriting ratios are as follows:
Quarters Ended
March 31,
%
(Dollars in thousands)
2022
2021
Change
Gross written premiums
$
104,266
$
89,334
16.7
%
Net written premiums
$
98,313
$
82,172
19.6
%
Net earned premiums
$
91,763
$
78,692
16.6
%
Other income
259
$
244
6.1
%
Total revenues
92,022
78,936
16.6
%
Losses and expenses:
Net losses and loss adjustment expenses
52,053
49,790
4.5
%
Acquisition costs and other underwriting expenses
33,689
29,052
16.0
%
Underwriting income (loss)
$
6,280
$
94
NM
Quarters Ended
March 31,
Point
2022
2021
Change
Underwriting Ratios:
Loss ratio:
Current accident year
56.4
%
66.6
%
(10.2
)
Prior accident year
0.3
%
(3.3
%)
3.6
Calendar year loss ratio
56.7
%
63.3
%
(6.6
)
Expense ratio
36.7
%
36.9
%
(0.2
)
Combined ratio
93.4
%
100.2
%
(6.8
)
NM – not meaningful
40
GLOBAL INDEMNITY GROUP, LLC
Reconciliation of non-GAAP financial measures and ratios
The table below reconciles the non-GAAP measures or ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends within Commercial Specialty may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.
Quarters Ended March 31,
2022
2021
(Dollars in thousands)
Losses
Loss
Ratio
Losses
Loss
Ratio
Property
Non catastrophe property losses and ratio excluding the effect of prior accident year (1)
$
17,580
49.5
%
$
20,572
55.4
%
Effect of prior accident year
(757
)
(2.1
%)
(1,538
)
(4.1
%)
Non catastrophe property losses and ratio (2)
$
16,823
47.4
%
$
19,034
51.3
%
Catastrophe losses and ratio excluding the effect of prior accident year (1)
$
2,233
6.3
%
$
8,718
23.5
%
Effect of prior accident year
981
2.8
%
(906
)
(2.4
%)
Catastrophe losses and ratio (2)
$
3,214
9.1
%
$
7,812
21.1
%
Total property losses and ratio excluding the effect of prior accident year (1)
$
19,813
55.8
%
$
29,290
78.9
%
Effect of prior accident year
224
0.7
%
(2,444
)
(6.5
%)
Total property losses and ratio (2)
$
20,037
56.5
%
$
26,846
72.4
%
Casualty
Total casualty losses and ratio excluding the effect of prior accident year (1)
$
31,963
56.8
%
$
23,094
55.6
%
Effect of prior accident year
53
0.1
%
(150
)
(0.4
%)
Total casualty losses and ratio (2)
$
32,016
56.9
%
$
22,944
55.2
%
Total
Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)
$
51,776
56.4
%
$
52,384
66.6
%
Effect of prior accident year
277
0.3
%
(2,594
)
(3.3
%)
Total net losses and loss adjustment expense and total loss ratio (2)
$
52,053
56.7
%
$
49,790
63.3
%
(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 $0.3 million and $0.2 million for the quarters ended March 31, 2022 and 2021, respectively. Other income is primarily comprised of fee income.
41
GLOBAL INDEMNITY GROUP, LLC
Loss Ratio
The current accident year losses and loss ratio is summarized as follows:
Quarters Ended
March 31,
%
(Dollars in thousands)
2022
2021
Change
Property losses
Non-catastrophe
$
17,580
$
20,572
(14.5
%)
Catastrophe
2,233
8,718
(74.4
%)
Property losses
19,813
29,290
(32.4
%)
Casualty losses
31,963
23,094
38.4
%
Total accident year losses
$
51,776
$
52,384
(1.2
%)
Quarters Ended
March 31,
Point
2022
2021
Change
Current accident year loss ratio:
Property
Non-catastrophe
49.5
%
55.4
%
(5.9
)
Catastrophe
6.3
%
23.5
%
(17.2
)
Property loss ratio
55.8
%
78.9
%
(23.1
)
Casualty loss ratio
56.8
%
55.6
%
1.2
Total accident year loss ratio
56.4
%
66.6
%
(10.2
)
The current accident year non-catastrophe property loss ratio improved by 5.9 points during the quarter ended March 31, 2022 as compared to the same period in 2021 reflecting lower claims frequency in the first accident quarter compared to last year.
The current accident year catastrophe loss ratio improved by 17.2 points during the quarter ended March 31, 2022 as compared to the same period in 2021 recognizing much lower claims frequency in the first accident quarter compared to last year.
The current accident year casualty loss ratio increased by 1.2 points during the quarter ended March 31, 2022 as compared to the same period in 2021 reflecting slightly higher claims frequency in the first accident quarter compared to last year.
The calendar year loss ratio for the quarter ended March 31, 2022 includes an increase of $0.3 million, or 0.3 percentage points related to reserve development on prior accident years. The calendar year loss ratio for the quarter ended March 31, 2021 includes an decrease of $2.6 million, or 3.3 percentage points related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
Expense Ratios
The expense ratio for the Company’s Commercial Specialty segment improved by 0.2 points from 36.9% for the quarter ended March 31, 2021 to 36.7% for the quarter ended March 31, 2022. The improvement in the expense ratio is primarily due to higher earned premiums.
COVID-19
COVID-19’s lasting impacts could result in declines in business, non-payment of premiums, and increases in claims that could adversely affect Commercial Specialty’s business, financial condition, and results of operation.
There is continued risk that legislation could be passed or there could be a court ruling which would require the Company to cover business interruption claims regardless of terms, exclusions including the virus exclusions contained within the Company’s Commercial Specialty policies, or other conditions included in these policies that would otherwise preclude coverage.
42
GLOBAL INDEMNITY GROUP, LLC
Reinsurance Operations
The components of income from the Company’s Reinsurance Operations segment and corresponding underwriting ratios are as follows:
Quarters Ended
March 31,
%
(Dollars in thousands)
2022 (1)
2021 (1)
Change
Gross written premiums
$
41,445
$
21,951
88.8
%
Net written premiums
$
41,445
$
21,951
88.8
%
Net earned premiums
$
34,963
$
16,798
108.1
%
Other loss
(20
)
(56
)
(64.3
%)
Total revenues
34,943
16,742
108.7
%
Losses and expenses:
Net losses and loss adjustment expenses
21,457
10,875
97.3
%
Acquisition costs and other underwriting expenses
12,177
5,779
110.7
%
Underwriting income
$
1,309
$
88
NM
Quarters Ended
March 31,
Point
2022
2021
Change
Underwriting Ratios:
Loss ratio:
Current accident year (2)
61.4
%
64.7
%
(3.3
)
Prior accident year
—
%
—
%
—
Calendar year loss ratio (3)
61.4
%
64.7
%
(3.3
)
Expense ratio
34.8
%
34.4
%
0.4
Combined ratio
96.2
%
99.1
%
(2.9
)
(1)
External business only, excluding business assumed from affiliates
(2)
Non-GAAP ratio
(3)
Most directly comparable GAAP ratio
NM – not meaningful
43
GLOBAL INDEMNITY GROUP, LLC
Reconciliation of non-GAAP financial ratios
The table above reconciles the non-GAAP ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP ratio. The Company believes the non-GAAP ratios are useful to investors when evaluating the Company's underwriting performance as trends within Reinsurance Operations may be obscured by prior accident year adjustments. These non-GAAP ratios should not be considered as a substitute for its most directly comparable GAAP ratio and does not reflect the overall underwriting profitability of the Company.
Premiums
See “Result of Operations” above for a discussion on consolidated premiums.
Other Loss
Other loss was less than $0.1 million and $0.1 million for the quarters ended March 31, 2022 and 2021, respectively. Other income is primarily comprised of foreign exchange gains and losses.
Loss Ratio
The current accident year loss ratio improved by 3.3 points during the quarter ended March 31, 2022 as compared to the same period in 2021 reflecting a mix of business change and growth in a treaty that has a lower expected loss ratio than last year.
The calendar year loss ratios for the quarters ended March 31, 2022 and 2021 does not include any adjustment related to reserve development on prior accident years.
Expense Ratios
The expense ratio for the Company’s Reinsurance Operations segment increased 0.4 points from 34.4% for the quarter ended March 31, 2021 to 34.8% for the quarter ended March 31, 2022 primarily due to an increase in commission expense which was partially offset by a reduction in the expense ratio as a result of a growth in net earned premiums.
COVID-19
COVID-19’s lasting impacts could result in declines in business, non-payment of premiums, and increases in claims that could adversely affect Reinsurance Operations’ business, financial condition, and results of operation.
44
GLOBAL INDEMNITY GROUP, LLC
Farm, Ranch & Stable
The components of loss from the Company’s Farm, Ranch & Stable segment and corresponding underwriting ratios are as follows:
Quarters Ended
March 31,
%
(Dollars in thousands)
2022
2021
Change
Gross written premiums
$
22,676
$
21,002
8.0
%
Net written premiums
$
19,012
$
17,603
8.0
%
Net earned premiums
$
17,643
$
18,141
(2.7
%)
Other income
38
34
11.8
%
Total revenues
17,681
18,175
(2.7
%)
Losses and expenses:
Net losses and loss adjustment expenses
10,958
11,801
(7.1
%)
Acquisition costs and other underwriting expenses
6,814
6,986
(2.5
%)
Underwriting loss
$
(91
)
$
(612
)
(85.1
%)
Quarters Ended
March 31,
Point
2022
2021
Change
Underwriting Ratios:
Loss ratio:
Current accident year
64.1
%
69.2
%
(5.1
)
Prior accident year
(2.0
%)
(4.1
%)
2.1
Calendar year loss ratio
62.1
%
65.1
%
(3.0
)
Expense ratio
38.6
%
38.5
%
0.1
Combined ratio
100.7
%
103.6
%
(2.9
)
45
GLOBAL INDEMNITY GROUP, LLC
Reconciliation of non-GAAP financial measures and ratios
The table below reconciles the non-GAAP measures or ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends within Farm, Ranch & Stable may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.
Quarters Ended March 31,
2022
2021
(Dollars in thousands)
Losses
Loss Ratio
Losses
Loss Ratio
Property
Non catastrophe property losses and ratio excluding the effect of prior accident year (1)
$
7,426
55.8
%
$
5,967
44.0
%
Effect of prior accident year
(220
)
(1.7
%)
315
2.3
%
Non catastrophe property losses and ratio (2)
$
7,206
54.1
%
$
6,282
46.3
%
Catastrophe losses and ratio excluding the effect of prior accident year (1)
$
1,833
13.8
%
$
4,127
30.4
%
Effect of prior accident year
(7
)
(0.1
%)
(1,045
)
(7.7
%)
Catastrophe losses and ratio (2)
$
1,826
13.7
%
$
3,082
22.7
%
Total property losses and ratio excluding the effect of prior accident year (1)
$
9,259
69.6
%
$
10,094
74.4
%
Effect of prior accident year
(227
)
(1.8
%)
(730
)
(5.4
%)
Total property losses and ratio (2)
$
9,032
67.8
%
$
9,364
69.0
%
Casualty
Total casualty losses and ratio excluding the effect of prior accident year (1)
$
2,057
47.5
%
$
2,452
53.6
%
Effect of prior accident year
(131
)
(3.0
%)
(15
)
(0.3
%)
Total casualty losses and ratio (2)
$
1,926
44.5
%
$
2,437
53.3
%
Total
Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)
$
11,316
64.1
%
$
12,546
69.2
%
Effect of prior accident year
(358
)
(2.0
%)
(745
)
(4.1
%)
Total net losses and loss adjustment expense and total loss ratio (2)
$
10,958
62.1
%
$
11,801
65.1
%
(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 less than $0.1 million in each of the quarters ended March 31, 2022 and 2021. Other income is primarily comprised of fee income.
46
GLOBAL INDEMNITY GROUP, LLC
Loss Ratio
The current accident year losses and loss ratio is summarized as follows:
Quarters Ended
March 31,
%
(Dollars in thousands)
2022
2021
Change
Property losses
Non-catastrophe
$
7,426
$
5,967
24.5
%
Catastrophe
1,833
4,127
(55.6
%)
Property losses
9,259
10,094
(8.3
%)
Casualty losses
2,057
2,452
(16.1
%)
Total accident year losses
$
11,316
$
12,546
(9.8
%)
Quarters Ended
March 31,
Point
2022
2021
Change
Current accident year loss ratio:
Property
Non-catastrophe
55.8
%
44.0
%
11.8
Catastrophe
13.8
%
30.4
%
(16.6
)
Property loss ratio
69.6
%
74.4
%
(4.8
)
Casualty loss ratio
47.5
%
53.6
%
(6.1
)
Total accident year loss ratio
64.1
%
69.2
%
(5.1
)
The current accident year non-catastrophe property loss ratio increased by 11.8 points during the quarter ended March 31, 2022 as compared to the same period in 2021 due to higher claims frequency and severity in the first accident quarter compared to last year.
The current accident year catastrophe loss ratio improved by 16.6 points during the quarter ended March 31, 2022 as compared to the same period in 2021 recognizing much lower claims frequency in the first accident quarter compared to last year.
The current accident year casualty loss ratio improved by 6.1 points during the quarter ended March 31, 2022 as compared to the same period in 2021 reflecting lower claims severity in the first accident quarter compared to last year.
The calendar year loss ratio for the quarter ended March 31, 2022 includes a decrease of $0.4 million, or 2.0 percentage points related to reserve development on prior accident years. The calendar year loss ratio for the quarter ended March 31, 2021 includes a decrease of $0.7 million, or 4.1 percentage points related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
Expense Ratios
The expense ratio for the Company’s Farm, Ranch & Stable Segment increased by 0.1 points from 38.5% for the quarter ended March 31, 2021 to 38.6% for the quarter ended March 31, 2022.
COVID-19
There is continued risk that legislation could be passed or there could be a court ruling which would require the Company to cover business interruption claims regardless of terms, exclusions including the virus exclusions contained within the Company’s Farm, Ranch & Stable policies, or other conditions included in these policies that would otherwise preclude coverage.
COVID-19’s lasting impacts could result in declines in business, non-payment of premiums, and increases in claims that could adversely affect Farm, Ranch & Stable’s business, financial condition, and results of operation.
47
GLOBAL INDEMNITY GROUP, LLC
Exited Lines
The components of income from the Company’s Exited Lines segment and corresponding underwriting ratios are as follows:
Quarters Ended
March 31,
%
(Dollars in thousands)
2022
2021
Change
Gross written premiums
$
22,596
$
31,271
(27.7
%)
Net written premiums
$
712
$
25,957
(97.3
%)
Net earned premiums
$
4,454
$
30,069
(85.2
%)
Other income
162
186
(12.9
%)
Total revenues
4,616
30,255
(84.7
%)
Losses and expenses:
Net losses and loss adjustment expenses
227
18,317
(98.8
%)
Acquisition costs and other underwriting expenses
4,012
12,947
(69.0
%)
Underwriting income
$
377
$
(1,009
)
(137.4
%)
Quarters Ended
March 31,
Point
2022
2021
Change
Underwriting Ratios:
Loss ratio:
Current accident year
72.0
%
61.2
%
10.8
Prior accident year
(67.0
%)
(0.2
%)
(66.8
)
Calendar year loss ratio
5.0
%
61.0
%
(56.0
)
Expense ratio
90.1
%
43.1
%
47.0
Combined ratio
95.1
%
104.1
%
(9.0
)
NM – not meaningful
48
GLOBAL INDEMNITY GROUP, LLC
Reconciliation of non-GAAP financial ratios
The table below reconciles the non-GAAP measures or ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends within Exited Lines may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.
Quarters Ended March 31,
2022
2021
(Dollars in thousands)
Losses
Loss Ratio
Losses
Loss Ratio
Property
Non catastrophe property losses and ratio excluding the effect of prior accident year (1)
$
2,589
60.2
%
$
13,370
47.2
%
Effect of prior accident year
(1,317
)
(30.6
%)
1,726
6.1
%
Non catastrophe property losses and ratio (2)
$
1,272
29.6
%
$
15,096
53.3
%
Catastrophe losses and ratio excluding the effect of prior accident year (1)
$
238
5.5
%
$
4,065
14.4
%
Effect of prior accident year
(1,349
)
(31.3
%)
(562
)
(2.0
%)
Catastrophe losses and ratio (2)
$
(1,111
)
(25.8
%)
$
3,503
12.4
%
Total property losses and ratio excluding the effect of prior accident year (1)
$
2,827
65.7
%
$
17,435
61.6
%
Effect of prior accident year
(2,666
)
(61.9
%)
1,164
4.1
%
Total property losses and ratio (2)
$
161
3.8
%
$
18,599
65.7
%
Casualty
Total casualty losses and ratio excluding the effect of prior accident year (1)
$
382
256.2
%
$
954
54.7
%
Effect of prior accident year
(316
)
(211.8
%)
(1,236
)
(70.9
%)
Total casualty losses and ratio (2)
$
66
44.4
%
$
(282
)
(16.2
%)
Total
Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)
$
3,209
72.0
%
$
18,389
61.2
%
Effect of prior accident year
(2,982
)
(67.0
%)
(72
)
(0.2
%)
Total net losses and loss adjustment expense and total loss ratio (2)
$
227
5.0
%
$
18,317
61.0
%
(1)
Non-GAAP measure / ratio
(2)
Most directly comparable GAAP measure / ratio
Premiums
See “Result of Operations” above for a discussion on consolidated premiums.
Other Income
Other income was $0.2 million for each of the quarters ended March 31, 2022 and 2021. Other income is primarily comprised of fee income.
49
GLOBAL INDEMNITY GROUP, LLC
Loss Ratio
The current accident year losses and loss ratio is summarized as follows:
Quarters Ended
March 31,
%
(Dollars in thousands)
2022
2021
Change
Property losses
Non-catastrophe
$
2,589
$
13,370
(80.6
%)
Catastrophe
238
4,065
(94.1
%)
Property losses
2,827
17,435
(83.8
%)
Casualty losses
382
954
(60.0
%)
Total accident year losses
$
3,209
$
18,389
(82.5
%)
Quarters Ended
March 31,
Point
2022
2021
Change
Current accident year loss ratio:
Property
Non-catastrophe
60.2
%
47.2
%
13.0
Catastrophe
5.5
%
14.4
%
(8.9
)
Property loss ratio
65.7
%
61.6
%
4.1
Casualty loss ratio
256.2
%
54.7
%
201.5
Total accident year loss ratio
72.0
%
61.2
%
10.8
The current accident year non-catastrophe property loss ratio increased by 13.0 points during the quarter ended March 31, 2022 as compared to the same period in 2021 recognizing higher claims frequency in the specialty property lines and higher claims severity in the property brokerage lines.
The current accident year catastrophe loss ratio improved by 8.9 points during the quarter ended March 31, 2022 as compared to the same period in 2021 recognizing lower claims frequency in the specialty property lines and lower claims frequency and severity in the property brokerage lines.
The current accident year casualty loss ratio increased by 201.5 points during the quarter ended March 31, 2022 as compared to the same period in 2021 which reflects that the premium has been running off and is down to $0.1 million in net earned premiums in the quarter.
The calendar year loss ratio for the quarter ended March 31, 2022 includes a decrease of $3.0 million, or 67.0 percentage points related to reserve development on prior accident years. The calendar year loss ratio for the quarter ended March 31, 2021 includes a decrease of $0.1 million, or 0.2 percentage points related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
Expense Ratio
The expense ratio for the Company’s Exited Lines increased by 47.0 points from 43.1% for the quarter ended March 31, 2021 to 90.1% for the quarter ended March 31, 2022 primarily due to the reduction in earned premiums resulting from the runoff of lines of business that the Company is no longer writing.
COVID-19
COVID-19’s lasting impacts could result in declines in business, non-payment of premiums, and increases in claims that could adversely affect the Exited Lines’ business, financial condition, and results of operation.
50
GLOBAL INDEMNITY GROUP, LLC
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 3.0 years.
Net Investment Income
Quarters Ended
March 31,
%
(Dollars in thousands)
2022
2021
Change
Gross investment income (1)
$
7,196
$
10,549
(31.8
%)
Investment expenses
(604
)
(713
)
(15.3
%)
Net investment income
$
6,592
$
9,836
(33.0
%)
(1)
Excludes realized gains and losses
Gross investment income decreased by 31.8% for the quarter ended March 31, 2022 as compared to the same period in 2021 primarily due to decreased returns from alternative investments and a decrease in dividend income as a result of the liquidation of the Company’s common stock portfolio during the quarter.
Investment expenses decreased by 15.3% for the quarter ended March 31, 2022 as compared to the same period in 2021 due to decreased investment management expenses as a result of the liquidation of the Company’s common stock portfolio during the quarter.
At March 31, 2022, the Company held agency mortgage-backed securities with a market value of $129.2 million. Excluding the agency mortgage-backed securities, the average duration of the Company’s fixed maturities portfolio was 3.2 years as of March 31, 2022, compared with 4.9 years as of March 31, 2021. Including cash and short-term investments, the average duration of the Company’s fixed maturities portfolio, excluding agency mortgage-backed securities, was 2.8 years and 4.7 years as of March 31, 2022 and March 31, 2021, respectively. Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. The Company’s embedded book yield on its fixed maturities, not including cash, was 2.6% as of March 31, 2022, compared to 2.3% as of March 31, 2021. The embedded book yield on the $47.0 million of taxable municipal bonds in the Company’s portfolio, was 3.2% at March 31, 2022, compared to an embedded book yield of 3.0% on the Company’s taxable municipal bonds of $63.7 million at March 31, 2021.
Net Realized Investment Gains (Losses)
The components of net realized investment gains (losses) for the quarters ended March 31, 2022 and 2021 were as follows:
Quarters Ended
March 31,
(Dollars in thousands)
2022
2021
Equity securities
$
(1,345
)
$
4,368
Fixed maturities
(3,239
)
(1,159
)
Derivatives
4,724
610
Other-than-temporary impairment losses
(25,525
)
—
Net realized investment gains (losses)
$
(25,385
)
$
3,819
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. The Company identified fixed maturities securities with a weighted average life of five years or greater as having an intent to sell. These securities had a fair market value of $365.3 million and a book value of $390.8 million at March 31, 2022 prior to impairment. Most of the proceeds from the sale of these securities are being reinvested into fixed income investments with maturities of two years and less.
See Note 2 of the notes to the consolidated financial statements in Item 1 of Part I of this report for an analysis of total investment return on a pre-tax basis for the quarters ended March 31, 2022 and 2021.
51
GLOBAL INDEMNITY GROUP, LLC
Corporate and Other Operating Expenses
Corporate and other operating expenses consist of outside legal fees, other professional fees, directors’ fees, management fees & advisory fees, salaries and benefits for holding company personnel, development costs for new products, and taxes incurred which are not directly related to operations. Corporate and other operating expenses were $4.7 million and $4.3 million during the quarters ended March 31, 2022 and 2021, respectively. The increase in corporate expenses was primarily due to an increase in compensation cost.
Interest Expense
Interest expense was $2.6 million during each of the quarters ended March 31, 2022 and 2021.
Income Tax Benefit
Income tax benefit was $3.4 million and $0.2 million for the quarters ended March 31, 2022 and 2021, respectively. The increase in the income tax benefit is primarily due to the net realized investment losses recognized due to the impairment of the investment portfolio as discussed above in the net realized investment gains (losses) section.
See Note 6 of the notes to the consolidated financial statements in Item 1 of Part I of this report for a comparison of income tax between periods.
Net Income (Loss)
The factors described above resulted in a net loss of $14.8 million and net income of $5.5 million for the quarters ended March 31, 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, Penn-Patriot Insurance Company, and American Reliable Insurance Company.
Global Indemnity Group, LLC’s short term and long term liquidity needs include but are not limited to the payment of corporate expenses, debt service payments, distributions to shareholders, and share repurchases. The Company also has commitments in the form of operating leases, commitments to fund limited liability investments, subordinated notes, and unpaid losses and loss expense obligations. In order to meet its short term and long term needs, Global Indemnity Group, LLC’s principal sources of cash includes investment income, dividends from subsidiaries, other permitted disbursements from its direct and indirect subsidiaries, reimbursement for equity awards granted to employees and intercompany borrowings. The principal sources of funds at these direct and indirect subsidiaries include underwriting operations, investment income, proceeds from sales and redemptions of investments, capital contributions, intercompany borrowings, and dividends from subsidiaries. Funds are used principally by these operating subsidiaries to pay claims and operating expenses, to make debt payments, fund margin requirements on interest rate swap agreements, to purchase investments, and to make distribution payments. In addition, the Company periodically reviews opportunities related to business acquisitions and as a result, liquidity may be needed in the future.
GBLI Holdings, LLC is a holding company which is a wholly-owned subsidiary of Penn-Patriot Insurance Company. GBLI Holdings, LLC’s principal asset is its ownership of the shares of its direct and indirect subsidiaries which include United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, and American Reliable Insurance Company. GBLI Holdings, LLC is dependent on dividends from its subsidiaries to meet its debt obligations as well as corporate expense obligations.
As of March 31, 2022, the Company also had future funding commitments of $31.2 million related to investments that are currently in their harvest period and it is unlikely that a capital call will be made.
52
GLOBAL INDEMNITY GROUP, LLC
The future liquidity of both Global Indemnity Group, LLC and GBLI Holdings, LLC is dependent on the ability of its subsidiaries to pay dividends. Global Indemnity Group, LLC and GBLI Holdings, LLC’s insurance companies are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See “Regulation - Statutory Accounting Principles” in Item 1 of Part I of the Company’s 2021 Annual Report on Form 10-K. Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. See Note 21 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2021 Annual Report on Form 10-K for further information on dividend limitations related to the Insurance Companies. During the quarter ended March 31, 2022, the United National insurance companies, Penn-America insurance companies, and American Reliable Insurance Company declared dividends in the amount of $4.5 million, $7.5 million, and $22.5 million, respectively. These dividends were in April, 2022.
Cash Flows
Sources of operating funds consist primarily of net written premiums and investment income. Funds are used primarily to pay claims and operating expenses and to purchase investments. As a result of the distribution policy, funds may also be used to pay distributions to shareholders of the Company.
The Company’s reconciliation of net income (loss) to net cash provided by (used for) operations is generally influenced by the following:
•
the fact that the Company collects premiums, net of commissions, in advance of losses paid;
•
the timing of the Company’s settlements with its reinsurers; and
•
the timing of the Company’s loss payments.
Net cash provided by (used for) operating activities was ($10.1) million and $11.4 million for the quarters ended March 31, 2022 and 2021, respectively. The decrease in operating cash flows of approximately $21.4 million from the prior year was primarily a net result of the following items:
Quarters Ended March 31,
(Dollars in thousands)
2022
2021
Change
Net premiums collected
$
132,367
$
148,915
$
(16,548
)
Net losses paid
(74,081
)
(74,409
)
328
Underwriting and corporate expenses
(74,087
)
(69,968
)
(4,119
)
Net investment income
8,299
9,360
(1,061
)
Interest paid
(2,560
)
(2,526
)
(34
)
Net cash provided by (used for) operating activities
$
(10,062
)
$
11,372
$
(21,434
)
See the consolidated statements of cash flows in the consolidated financial statements in Item 1 of Part I of this report for details concerning the Company’s investing and financing activities.
Liquidity
COVID-19
The Company’s liquidity could be negatively impacted by the cancellation, delays, or non-payment of premiums related to the ongoing COVID-19 pandemic and its lasting impacts. There is continued risk that legislation could be passed or there could be a court ruling which would require the Company to cover business interruption claims regardless of terms, exclusions including the virus exclusions contained within the Company’s Commercial Specialty and Farm, Ranch & Stable policies, or other conditions included in policies that would otherwise preclude coverage which would negatively impact liquidity. In addition, the liquidity of the Company’s investment portfolio could be negatively impacted by disruption experienced in global financial markets. Management is taking actions it considers prudent to minimize the impact on the
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GLOBAL INDEMNITY GROUP, LLC
Company’s liquidity. However, given the ongoing uncertainty surrounding the duration, magnitude and geographic reach of COVID-19, the Company is regularly evaluating the impact of COVID-19 on its liquidity.
Distributions
The Board of Directors approved a distribution payment of $0.25 per common share to all shareholders of record on the close of business on March 21, 2022. Distributions paid to common shareholders were $3.7 million during the quarter ended March 31, 2022. In addition, distributions of $0.1 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the quarter ended March 31, 2022.
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.
Investment Portfolio
Due to shortening duration, significantly more of the investment portfolio will mature annually.
Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s liquidity during the quarter ended March 31, 2022. Please see Item 7 of Part II in the Company’s 2021 Annual Report on Form 10-K for information regarding the Company’s liquidity.
Capital Resources
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. The Company identified fixed maturities securities with a weighted average life of five years or greater as having an intent to sell. These securities had a fair market value of $365.3 million and a book value of $390.8 million at March 31, 2022 prior to impairment. Most of the proceeds from the sale of these securities are being reinvested into fixed income investments with maturities of two years and less.
Other than the item discussed in the preceding paragraph, there have been no material changes to the Company’s capital resources during the quarter ended March 31, 2022. Please see Item 7 of Part II in the Company’s 2021 Annual Report on Form 10-K for information regarding the Company’s capital resources.
Co-obligor Financial Information
The Company is providing the following information in compliance with Rule 13-01 of Regulation S-X, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” with respect to the Company’s 7.875% Subordinated Notes due in 204 7 (“2047 Notes”). Global Indemnity Group, LLC (parent co-obligor) and GBLI Holdings, LLC (subsidiary co-obligor) are co-obligors of the 2047 Notes. GBLI Holdings, LLC is a wholly-owned indirect subsidiary of Global Indemnity Group, LLC. The 2047 Notes are subordinated unsecured obligations and rank (i) senior to the companies’ existing and future capital stock, (ii) senior in right of payment to the companies’ future junior subordinated debt, (iii) equally in right of payment with any existing unsecured, subordinated debt that the companies have issued or may issue in the future that ranks equally with the 2047 Notes, and (iv) subordinate in right of payment to any of the companies’ future senior debt. In addition, the 2047 Notes are structurally subordinated to all existing and future indebtedness, liabilities and other obligations of Global Indemnity Group, LLC’s subsidiaries, except for GBLI Holdings, LLC.
GBLI Holdings, LLC is a subordinated co-obligor with respect to the 2047 Notes with the same obligations and duties as Global Indemnity Group, LLC under the Indenture (including the due and punctual performance and observance of all of the covenants and conditions to be performed by Global Indemnity Group, LLC, including, without limitation, the obligation to pay the principal of, and interest on, the 2047 Notes when due whether at maturity, by acceleration, redemption or otherwise), and with the same rights, benefits and privileges of Global Indemnity Group, LLC thereunder. Notwithstanding the
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GLOBAL INDEMNITY GROUP, LLC
foregoing, GBLI Holdings, LLC's obligations (including the obligation to pay the principal of and interest in respect of the 2047 Notes) are subject to subordination to all monetary obligations or liabilities of GBLI Holdings, LLC owing to any regulated reinsurance or insurance company that is a direct or indirect subsidiary of Global Indemnity Group, LLC , in addition to indebtedness of GBLI Holdings, LLC for borrowed money. If Global Indemnity Group, LLC pays any amount with respect to the subordinated note obligations, Global Indemnity Group, LLC is entitled to be reimbursed by GBLI Holdings, LLC within 10 business days after a demand is made to GBLI Holding, LLC by Global Indemnity Group, LLC .
The following tables present summarized financial information for Global Indemnity Group, LLC (Parent co-obligor) and GBLI Holdings, LLC (Subsidiary co-obligor) on a combined basis after transactions and balances within the combined entities have been eliminated.
Parent and Subsidiary Co-obligors
The following table presents the summarized balance sheet information as of March 31, 2022 and December 31, 2021.
(Dollars in thousands)
March 31, 2022
December 31, 2021
Intercompany note receivable
$
—
$
—
Intercompany receivables
852
1,079
Investments
155,848
246,863
Total assets excluding investment in subsidiaries
324,722
308,541
Intercompany note payable
2,800
2,800
Intercompany payables
15,542
15,567
Total liabilities
158,459
165,711
The following table presents the summarized statement of operations information for the quarter ended March 31, 2022.
(Dollars in thousands)
Total revenue
$
2,784
Intercompany interest income
—
Intercompany interest expense
2
Loss before income taxes (1)
(4,386
)
Net loss (1)
(3,881
)
(1)
excludes equity in the earnings of a subsidiary
Off Balance Sheet Arrangements
The Company has no off balance sheet arrangements.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report may include forward-looking statements within the meaning of Section 21E of the Security Exchange Act of 1934, as amended, that reflect the Company’s current views with respect to future events and financial performance. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of identified transactions or natural disasters, and statements about the future performance, operations, products and services of the companies.
The Company’s business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. See “Risk Factors” in Item 1A of Part I in the Company’s 2021 Annual Report on Form 10-K for risks, uncertainties and
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GLOBAL INDEMNITY GROUP, LLC
other factors that could cause actual results and experience to differ from those projected. The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For the quarter ending March 31, 2022, global equities fell approximately 5.0% with U.S. equities outperforming, losing approximately 4.6%. Most assets experienced elevated volatility over the quarter as Russia’s invasion of Ukraine and the subsequent imposition of financial sanctions added stress to already fragile global supply chains and raised concerns over commodity supplies. This amplified inflationary fears and contributed to more hawkish stances from central banks, higher global yields and flattening curves. U.S. fixed income lost approximately 5.9% with the average spread moving wider during the quarter. In the U.S., yields rose and the curve inverted along several key tenors as the Federal Reserve hiked interest rates by approximately 25 basis points and signaled larger hikes going forward. Unemployment remains at very low levels and the consumer balance sheet is strong, two factors that should help mitigate the stresses of higher inflation and rising rates.
During the 1 st quarter of 2022, portfolio purchases were focused within US Treasury, agency, and investment grade credit securities. These purchases were funded primarily through cash inflows, sales of US Treasury, agency, and investment grade credit securities, as well as maturities and paydowns. During the first quarter, the portfolio’s allocation to investment grade credit increased, while the portfolio’s exposure to Asset Backed, MBS, and US Treasuries decreased. During the 2 nd quarter of 2022, in response to a rising interest rate environment, the Company took action to shorten the duration of its fixed maturities portfolio. 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 are being reinvested into fixed income investments with maturities of two years and less.
Other than the changes described in the preceding paragraph, there have been no other material changes to the Company’s market risk since December 31, 2021. Please see Item 7A of Part II in the Company’s 2021 Annual Report on Form 10-K for information regarding the Company’s market risk.
Item 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded , processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2022. Based upon that evaluation, and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2022, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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GLOBAL INDEMNITY GROUP, LLC
PART II-OTHER INFORMATION
Item 1.
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 risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Item 1A.
Risk Factors
The Company’s results of operations and financial condition are subject to numerous risks and uncertainties described in Item 1A of Part I in the Company’s 2021 Annual Report on Form 10-K, filed with the SEC on March 16, 2022. The risk factors identified therein have not materially changed.
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.