Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our CEO and CFO, as of December 31, 2021, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2021.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
102
TABLE OF CONTENTS
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has conducted an assessment, including testing, of the effectiveness of our internal control over financial reporting as of December 31, 2021. In making its assessment of internal control over financial reporting, management used the criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company’s management has concluded that, as of December 31, 2021, the Company’s internal control over financial reporting was effective.
Ernst & Young LLP, the independent registered public accounting firm that audited the Consolidated Financial Statements of the Company included in this Annual Report, has audited the effectiveness of internal control over financial reporting as of December 31, 2021. Their attestation report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, is included with our financial statements.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that our controls and procedures will detect all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained.
Item 9B. OTHER INFORMATION
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
103
TABLE OF CONTENTS
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 is incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated by reference to the definitive James River Group Holdings, Ltd. Proxy Statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) and (2) Financial Statements and Financial Statement Schedules.
See “Index to Financial Statements and Schedules” on Page F-1.
104
TABLE OF CONTENTS
(3) Exhibits
Exhibit
Number Description
3.1 Certificate of Incorporation of James River Group Holdings, Ltd. (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)
3.2 Certificate of Incorporation on Change of Name (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)
3.3 Memorandum of Association of James River Group Holdings, Ltd. (incorporated by reference to Exhibit 3.3 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)
3.4 Certificate of Deposit of Memorandum of Increase of Share Capital, dated December 24, 2007 (incorporated by reference to Exhibit 3.4 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)
3.5 Certificate of Deposit of Memorandum of Increase of Share Capital, dated October 7, 2009 (incorporated by reference to Exhibit 3.5 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)
3.6 Third Amended and Restated Bye-Laws of James River Group Holdings, Ltd. (incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K filed on March 12, 2015, Commission File No. 001-36777)
4.1 Form of Certificate of Common Shares (incorporated by reference to Exhibit 4.1 of Amendment No. 3 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on December 9, 2014)
4.2 Indenture, dated as of May 26, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Senior Debentures Due 2034+
4.3 Indenture, dated as of May 26, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Debentures Due 2034+
4.4 Amended and Restated Declaration of Trust of James River Capital Trust I, dated as of May 26, 2004, by and among James River Group, Inc., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, the Regular Trustees (as defined therein), and the holders, from time to time, of undivided beneficial interests in James River Capital Trust I+
4.5 Preferred Securities Guarantee Agreement, dated as of May 26, 2004, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Preferred Guarantee Trustee, for the benefit of the holders of James River Capital Trust I+
4.6 Indenture, dated as of December 15, 2004, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2034+
4.7 Amended and Restated Declaration of Trust of James River Capital Trust II, dated as of December 15, 2004, by and among James River Group, Inc., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, the Administrators (as defined therein), and the holders, from time to time, of undivided beneficial interests in the James River Capital Trust II+
4.8 Guarantee Agreement, dated as of December 15, 2004, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the holders, from time to time, of the capital securities of James River Capital Trust II+
4.9 Indenture, dated June 15, 2006, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2036+
4.10 Amended and Restated Declaration of Trust of James River Capital Trust III, dated as of June 15, 2006, by and among James River Group, Inc., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, the Administrators (as defined therein) and the holders, from time to time, of undivided beneficial interests in the James River Capital Trust III+
4.11 Guarantee Agreement, dated as of June 15, 2006, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the holders, from time to time, of the capital securities of James River Capital Trust III+
4.12 Indenture, dated December 11, 2007, by and between James River Group, Inc. and Wilmington Trust Company, as Trustee, relating to Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2037+
105
TABLE OF CONTENTS
Exhibit
Number Description
4.13 Amended and Restated Declaration of Trust, dated December 11, 2007, by and among James River Group, Inc., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee and the Administrators (as defined therein) and the holders, from time to time, of undivided beneficial interests in James River Capital Trust IV+
4.14 Guarantee Agreement, dated as of December 11, 2007, by James River Group, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the holders, from time to time, of the capital securities of James River Capital Trust IV+
4.15 Indenture, dated as of January 10, 2008, among James River Group Holdings, Ltd. and Wilmington Trust Company, as Trustee relating to Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2038+
4.16 Amended and Restated Declaration of Trust, dated as of January 10, 2008, by and among James River Group Holdings, Ltd., as Sponsor, Wilmington Trust Company, as Institutional Trustee and Delaware Trustee and the Administrators (as defined therein) for the benefit of the holders, from time to time, of undivided beneficial interest in Franklin Holdings II (Bermuda) Capital Trust I+
4.17 Guarantee Agreement, dated as of January 10, 2008, by and among James River Group Holdings, Ltd., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the holders, from time to time, of the capital securities of Franklin Holdings II (Bermuda) Capital Trust I+
4.18 Description of Registrant's Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.18 of the Annual Report on Form 10-K filed on February 27, 2020, Commission File No. 001-36777)
10.1 Second Amended and Restated Credit Agreement, dated as of November 8, 2019, by and among James River Group Holdings, Ltd., JRG Reinsurance Company, Ltd., KeyBank National Association as Administrative Agent and Letter of Credit Issuer, KeyBank National Association, SunTrust Robinson Humphrey, Inc., and BMO Capital Markets Corp. as Joint Book Runners and Joint Lead Arrangers, Bank of Montreal and SunTrust Bank as Co-Syndication Agents, and the lender parties thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on November 12, 2019, Commission File No. 001-36777)
10.2 First Amendment to Second Amended and Restated Credit Agreement, dated as of February 18, 2022, by and among James River Group Holdings, Ltd., JRG Reinsurance Company Ltd., KeyBank National Association as Administrative Agent and the lenders party thereto
10.3 Continuing Guaranty of Payment, dated as of June 5, 2013, by James River Group, Inc., as Guarantor, pursuant to Credit Agreement, dated as of June 5, 2013, among James River Group Holdings, Ltd. and JRG Reinsurance Company Ltd., KeyBank National Association, as Administrative Agent and as Letter of Credit Issuer, and certain Lender parties (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)
10.4 Continuing Guaranty of Payment, dated as of December 15, 2015, by James River Group Holdings UK Limited, pursuant to Credit Agreement, dated as of June 5, 2013, among James River Group Holdings, Ltd. and JRG Reinsurance Company Ltd., KeyBank National Association, as Administrative Agent and as Letter of Credit Issuer, and certain Lender parties (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed on March 10, 2016, Commission File No. 001-36777)
10.5 Credit Agreement, dated as of August 2, 2017, among James River Group Holdings, Ltd., JRG Reinsurance Company Ltd. and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on August 3, 2017, Commission File No. 001-36777)
10.6 First Amendment to Credit Agreement dated as of November 8, 2019 by and among James River Group Holdings, Ltd. and JRG Reinsurance Company Ltd., as the borrowers, and BMO Harris Bank, N.A., as the lender (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on November 12, 2019, Commission File No. 001-36777)
10.7 Second Amendment to Credit Agreement dated as of February 18, 2022 by and among James River Group Holdings, Ltd. and JRG Reinsurance Company Ltd. as the borrowers, and BMO Harris Bank N.A., as the lender
10.8 Pledge and Security Agreement, dated as of August 2, 2017, by and between JRG Reinsurance Company Ltd., and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on August 3, 2017, Commission File No. 001-36777)
10.9 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.7 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014)
10.10 Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan (incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)*
106
TABLE OF CONTENTS
10.11 Form of Stock Option Agreement (Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan) (incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)*
10.12 First Amendment to the Amended and Restated James River Group Holdings, Ltd. Equity Incentive Plan (incorporated by reference to Exhibit 10.10 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014)*
10.13 James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014)*
10.14 Amendment to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 3, 2017, Commission File No. 001-36777)*
10.15 Form of Nonqualified Share Option Agreement (James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.12 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014)*
10.16 Form of Restricted Share Award Agreement (James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.13 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014)*
10.17 Form of Restricted Share Unit Award Agreement (James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.14 of Amendment No. 3 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on December 9, 2014)*
10.18 James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.15 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014)*
10.19 Amendment to the 2014 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 1, 2019, Commission File No. 001-36777)*
10.20 Form of Restricted Share Award Agreement (James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan) (incorporated by reference to Exhibit 10.16 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014)*
10.21 Form of Restricted Share Unit Award Agreement (James River Group Holdings, Ltd., 2014 Non-Employee Director Incentive Plan) (incorporated by reference to Exhibit 10.17 of Amendment No. 3 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on December 9, 2014)*
10.22 James River Management Company, Inc. Leadership Recognition Program (incorporated by reference to Exhibit 10.18 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014)*
10.23 Employment Agreement, dated October 28, 2020, by and among Frank N. D’Orazio, James River Group Holdings, Ltd., and its subsidiary, James River Group, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 2, 2020, Commission File No. 001-36777) *
10.24 Separation and Release Agreement, dated November 2, 2020, by and among J. Adam Abram, James River Group Holdings, Ltd., and its subsidiary, James River Group, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 2, 2020, Commission File No. 001-36777) *
10.25 Separation and Release Agreement, dated as of August 2, 2021, by and among Robert P. Myron, James River Group Holdings, Ltd., and its subsidiary, James River Group, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on August 4, 2021, Commission File No. 001-36777) *
10.26 Employment Agreement, dated December 19, 2016, by and among James River Group Holdings, Ltd., James River Group, Inc., and Sarah C. Doran (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 22, 2016, Commission File No. 001-36777)*
10.27 Amendment to Employment Agreement dated December 19, 2016, between Sarah C. Doran and James River Group Holdings, Ltd., and its subsidiary, James River Group, Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 8, 2018, Commission File No. 001-36777)*
10.28 Amended and Restated Employment Agreement, dated January 15, 2018, by and among James River Group, Inc., certain subsidiaries of James River Group, Inc. and Richard Schmitzer (incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed on March 1, 2018, Commission File No. 001-36777)*
107
TABLE OF CONTENTS
Exhibit
Number Description
10.29 James River Management Company, Inc. Leadership Recognition Program Award Letter, dated September 30, 2011 to Richard Schmitzer (incorporated by reference to Exhibit 10.22 of Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 24, 2014)*
10.30 Employment Agreement, dated September 17, 2018, by and among James River Group, Inc., certain subsidiaries of James River Group, Inc. and Terry McCafferty, as supplemented by a letter agreement dated October 12, 2018 (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K filed on February 27, 2019, Commission File No. 001-36777)*
10.31 Employment Agreement, dated April 5, 2018, by and among JRG Reinsurance Company, Ltd. and Daniel Heinlein (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed on February 27, 2019, Commission File No. 001-36777)*
10.32 Loss Portfolio Transfer Reinsurance Agreement dated September 27, 2021 between James River Insurance Company and James River Casualty Company and Aleka Insurance, Inc. (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed on September 30, 2021, Commission File No. 001-36777)
10.33 Trust Agreement dated September 27, 2021 among James River Insurance Company and James River Casualty Company, Aleka Insurance, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K filed on September 30, 2021, Commission File No. 001-36777)
10.34 I nvestment Agreement, dated Febr uary 24, 2022, by an d b etwee n James River Group Holdings, Ltd. and GPC Partners Investments (Thames ) LP (incorporated by ref erence to Exhibit 10.1 on the Current Report on Form 8-K filed on February 28, 2022; Commission File No. 001-36777)
10.35 Loss Portfolio Transfer Retrocession Agreement entered into on February 23, 2022 by and between JRG Reinsurance Company Ltd. and Fortitude Reinsurance Company Ltd. (incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K filed on February 28, 2022; Commission File No. 001-36777)
108
TABLE OF CONTENTS
Exhibit
Number Description
21.1 List of subsidiaries of James River Group Holdings, Ltd.
23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
31.1 Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a)
31.2 Principal Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a)
32.1 Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document in Exhibit 101.
* Denotes a management contract or compensatory plan or arrangement.
+ Exhibit not filed with the Securities and Exchange Commission pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company will furnish a copy to the SEC upon request.
Item 16. FORM 10-K SUMMARY
Not applicable.
109
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
JAMES RIVER GROUP HOLDINGS, LTD.
By: /s/ Frank N. D’Orazio
March 1, 2022
Frank N. D’Orazio
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
/s/ Frank N. D'Orazio Chief Executive Officer and Director March 1, 2022
Frank N. D'Orazio (Principal Executive Officer)
/s/ Sarah C. Doran Chief Financial Officer March 1, 2022
Sarah C. Doran (Principal Financial Officer)
/s/ Michael E. Crow Principal Accounting Officer March 1, 2022
Michael E. Crow
/s/ J. Adam Abram Director, Non-Executive Chairman of the Board March 1, 2022
J. Adam Abram
/s/ Thomas L. Brown Director March 1, 2022
Thomas L. Brown
/s/ Janet Cowell Director March 1, 2022
Janet Cowell
/s/ Kirstin Gould Director March 1, 2022
Kirstin Gould
/s/ Jerry R. Masters Director March 1, 2022
Jerry R. Masters
/s/ Michael T. Oakes Director March 1, 2022
Michael T. Oakes
/s/ Patricia H. Roberts Director March 1, 2022
Patricia H. Roberts
/s/ Ollie L. Sherman, Jr. Director March 1, 2022
Ollie L. Sherman, Jr.
/s/ Sundar Srinivasan Director March 1, 2022
Sundar Srinivasan
110
TABLE OF CONTENTS
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
2
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
4
Consolidated Balance Sheets as of December 31, 2021 and 2020
5
Consolidated Statements of Income and Comprehensive Income for the Years Ended
December 31, 2021, 2020 and 2019
7
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended
December 31, 2021, 2020 and 2019
8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
9
Notes to Consolidated Financial Statements for the Years Ended December 31, 2021, 2020 and 2019
10
Schedule I
Summary of Investments
53
Schedule II
Condensed Financial Information of Registrant
54
Schedule III
Supplementary Insurance Information
58
Schedule IV
Reinsurance
59
Schedule V
Valuation and Qualifying Accounts
60
Schedule VI
Supplementary Information Concerning Property Casualty Insurance Operations
61
F-1
TABLE OF CONTENTS
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of James River Group Holdings, Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of James River Group Holdings, Ltd. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of (loss) income and comprehensive (loss) income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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 1, 2022, 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 disclosures to which it relates.
F-2
TABLE OF CONTENTS
Valuation of incurred but not reported reserves
Description of the Matter At December 31, 2021, the Company’s reserve for losses and loss adjustment expenses balance was $2.7 billion, of which $1.6 billion relates to incurred but not reported (“IBNR”) reserves. The carrying amount is management’s best estimate of the ultimate liability, which in turn is composed of known reported losses and an estimate of incurred losses that have not been reported to the Company. As described in Note 1 of the consolidated financial statements, there is significant uncertainty inherent in determining management’s best estimate of the ultimate loss settlement cost which is used to determine the IBNR reserves. In particular, the estimate is subject to a number of variables, given the long-tailed nature of the business generally written by the Company and the limited operating experience of certain lines of business. These variables include the initial expected loss ratio, the incurred and paid loss development factors, and the weighting of the five actuarial methods to be used for each accident year and line of business.
Auditing management’s best estimate of the IBNR reserves involved the use of actuarial specialists and a high degree of subjectivity in evaluating management’s methods and variables included in the estimate of the ultimate loss settlement cost. These variables have a significant effect on the valuation of the IBNR reserves.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the process to estimate the IBNR reserves, including, among others, the review and approval processes that management has in place for the methods and assumptions used in estimating the IBNR reserves.
To test the IBNR reserves, our procedures included, among others, the involvement of actuarial specialists to assist with the evaluation of the Company’s selection and weighting of actuarial methods used in their analysis and a comparison of those methods used in prior periods and those used in the industry. We also independently calculated a range of reasonable reserve estimates and performed independent projections for certain lines of business. Our independent ranges consider the sensitivity of the reserve projections to reasonable fluctuations in assumptions of key variables to determine the effect of reasonable changes in those assumptions on projected IBNR. We compared the range of reasonable reserve estimates to management’s recorded best estimate and performed a review of the historical results of the development of the estimate. Additionally, to evaluate the significant assumptions in the variables used by management in the actuarial methods, we compared the significant variables, including the initial expected loss ratio and the incurred and paid loss development factors, to factors historically used as well as our independent selections.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Charlotte, North Carolina
March 1, 2022
F-3
TABLE OF CONTENTS
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of James River Group Holdings, Ltd.
Opinion on Internal Control over Financial Reporting
We have audited James River Group Holdings, Ltd. and subsidiaries’ internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, James River Group Holdings, Ltd. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria .
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2021, and related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated March 1, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Charlotte, North Carolina
March 1, 2022
F-4
TABLE OF CONTENTS
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31,
2021 2020
(in thousands)
Assets
Invested assets:
Fixed maturity securities, available-for-sale, at fair value (amortized cost: 2021 – $ 1,643,865 ; 2020 – $ 1,690,890 )
$ 1,677,561 $ 1,783,642
Equity securities, at fair value (cost: 2021 – $ 95,783 ; 2020 – $ 81,698 )
108,410 88,975
Bank loan participations, at fair value 156,043 147,604
Short-term investments 136,563 130,289
Other invested assets 51,908 46,548
Total invested assets 2,130,485 2,197,058
Cash and cash equivalents 190,123 162,260
Restricted cash equivalents 102,005 859,920
Accrued investment income 11,037 10,980
Premiums receivable and agents’ balances, net 393,967 369,577
Reinsurance recoverable on unpaid losses, net 1,348,628 805,684
Reinsurance recoverable on paid losses 82,235 46,118
Prepaid reinsurance premiums 291,498 243,741
Deferred policy acquisition costs 68,526 62,953
Intangible assets, net 36,039 36,402
Goodwill 181,831 181,831
Deferred tax assets, net 26,430 —
Income taxes receivable 3,337 4,433
Other assets 82,409 82,115
Total assets $ 4,948,550 $ 5,063,072
See accompanying notes.
F-5
TABLE OF CONTENTS
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31,
2021 2020
(in thousands, except share amounts)
Liabilities and shareholders’ equity
Liabilities:
Reserve for losses and loss adjustment expenses $ 2,748,473 $ 2,192,080
Unearned premiums 727,552 630,371
Payables to reinsurers 135,617 110,431
Funds held 97,360 859,920
Senior debt 262,300 262,300
Junior subordinated debt 104,055 104,055
Accrued expenses 57,920 55,989
Deferred tax liabilities, net — 1,105
Other liabilities 89,911 51,213
Total liabilities 4,223,188 4,267,464
Commitments and contingent liabilities
Shareholders’ equity:
Common Shares – $ 0.0002 par value; 200,000,000 shares authorized. 2021 and 2020: 37,373,066 and 30,649,261 shares issued and outstanding, respectively
7 6
Preferred Shares – 2021 and 2020: $ 0.00125 par value; 20,000,000 shares authorized; no shares issued and outstanding
— —
Additional paid-in capital 862,040 664,476
Retained (deficit) earnings ( 166,663 ) 49,227
Accumulated other comprehensive income 29,978 81,899
Total shareholders’ equity 725,362 795,608
Total liabilities and shareholders’ equity $ 4,948,550 $ 5,063,072
See accompanying notes.
F-6
TABLE OF CONTENTS
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income
Year Ended December 31,
2021 2020 2019
(in thousands, except share amounts)
Revenues:
Gross written premiums $ 1,507,299 $ 1,257,000 $ 1,470,735
Ceded written premiums ( 762,919 ) ( 609,226 ) ( 574,585 )
Net written premiums 744,380 647,774 896,150
Change in net unearned premiums ( 48,786 ) ( 40,968 ) ( 72,404 )
Net earned premiums 695,594 606,806 823,746
Net investment income 56,865 73,368 75,652
Net realized and unrealized gains (losses) on investments 15,564 ( 16,030 ) ( 2,919 )
Other income 4,857 4,545 10,646
Total revenues 772,880 668,689 907,125
Expenses:
Losses and loss adjustment expenses 792,352 478,545 672,102
Other operating expenses 164,692 165,498 170,908
Other expenses 2,585 2,138 1,055
Interest expense 8,922 10,033 10,596
Amortization of intangible assets 363 538 597
Total expenses 968,914 656,752 855,258
(Loss) income before income taxes ( 196,034 ) 11,937 51,867
Income tax (benefit) expense:
Current ( 2,835 ) 11,534 18,453
Deferred ( 20,400 ) ( 4,421 ) ( 4,925 )
( 23,235 ) 7,113 13,528
Net (loss) income $ ( 172,799 ) $ 4,824 $ 38,339
Other comprehensive (losses) income:
Net unrealized (losses) gains, net of taxes of $( 7,135 ) in 2021, $ 6,874 in 2020, and $ 3,358 in 2019
( 51,921 ) 50,785 46,942
Total comprehensive (loss) income $ ( 224,720 ) $ 55,609 $ 85,281
Per share data:
Basic (loss) earnings per share $ ( 4.94 ) $ 0.16 $ 1.27
Diluted (loss) earnings per share $ ( 4.94 ) $ 0.16 $ 1.25
Dividend declared per share $ 1.20 $ 1.20 $ 1.20
Weighted-average common shares outstanding:
Basic 34,956,957 30,552,210 30,275,184
Diluted 34,956,957 30,884,416 30,673,924
See accompanying notes.
F-7
TABLE OF CONTENTS
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity
Number of
Common
Shares
Outstanding Common
Shares
(Par) Preferred
Shares Additional
Paid-in
Capital Retained (Deficit)
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Shareholders’
Equity
(in thousands, except share amounts)
Balances at December 31, 2018 29,988,460 $ 6 $ — $ 645,310 $ 79,753 $ ( 15,828 ) $ 709,241
Net income — — — — 38,339 — 38,339
Other comprehensive income — — — — — 46,942 46,942
Dividends — — — — ( 36,786 ) — ( 36,786 )
Exercise of stock options
345,434 — — 7,124 — — 7,124
Vesting of RSUs
90,497 — — ( 1,737 ) — — ( 1,737 )
Compensation expense under share incentive plans
— — — 7,178 — — 7,178
Adoption of ASU No. 2016-02, derecognition of build-to-suit lease (see Note 6) — — — — 8,280 — 8,280
Balances at December 31, 2019 30,424,391 $ 6 $ — $ 657,875 $ 89,586 $ 31,114 $ 778,581
Net income — — — — 4,824 — 4,824
Other comprehensive income — — — — — 50,785 50,785
Dividends — — — — ( 37,091 ) — ( 37,091 )
Exercise of stock options
113,346 — — 1,327 — — 1,327
Vesting of RSUs
111,524 — — ( 2,351 ) — — ( 2,351 )
Compensation expense under share incentive plans
— — — 7,625 — — 7,625
Cumulative effect of fair value option election (see Note 2) — — — — ( 7,827 ) — ( 7,827 )
Cumulative effect of adoption of ASU No. 2016-13 (see Note 1) — — — — ( 265 ) — ( 265 )
Balances at December 31, 2020 30,649,261 $ 6 $ — $ 664,476 $ 49,227 $ 81,899 $ 795,608
Net loss — — — — ( 172,799 ) — ( 172,799 )
Other comprehensive loss — — — — — ( 51,921 ) ( 51,921 )
Dividends — — — — ( 43,091 ) — ( 43,091 )
Issuance of common shares 6,497,500 1 — 192,106 — — 192,107
Exercise of stock options
93,446 — — 1,671 — — 1,671
Vesting of RSUs
132,859 — — ( 2,871 ) — — ( 2,871 )
Compensation expense under share incentive plans
— — — 6,658 — — 6,658
Balances at December 31, 2021 37,373,066 $ 7 $ — $ 862,040 $ ( 166,663 ) $ 29,978 $ 725,362
See accompanying notes.
F-8
TABLE OF CONTENTS
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Year Ended December 31,
2021 2020 2019
(in thousands)
Operating activities
Net (loss) income $ ( 172,799 ) $ 4,824 $ 38,339
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Deferred policy acquisition costs ( 75,236 ) ( 76,525 ) ( 91,449 )
Amortization of policy acquisition costs 69,663 75,578 83,893
Net realized and unrealized (gains) losses on investments ( 15,564 ) 16,030 2,919
Distributions from equity method investments 2,434 3,162 2,834
Income from equity method investments ( 918 ) ( 3,208 ) ( 4,598 )
Deferred U.S. federal income tax benefit ( 20,400 ) ( 4,421 ) ( 4,925 )
Provision for depreciation and amortization 4,715 5,019 4,063
Share based compensation expense 6,658 7,625 7,178
Excess tax benefits from equity incentive plan transactions ( 208 ) ( 679 ) ( 1,099 )
Change in operating assets and liabilities:
Reserve for losses and loss adjustment expenses 556,393 146,574 384,047
Unearned premiums 97,181 105,994 137,904
Premiums receivable and agents’ balances ( 46,865 ) ( 115 ) ( 61,563 )
Reinsurance balances ( 601,632 ) ( 213,264 ) ( 235,632 )
Funds held ( 762,560 ) ( 339,244 ) 1,199,164
Payable to insurance companies 2,286 ( 396 ) 263
Other 43,306 ( 784 ) 27,684
Net cash (used in) provided by operating activities (a) ( 913,546 ) ( 273,830 ) 1,489,022
Investing activities
Fixed maturity securities:
Purchases ( 362,537 ) ( 573,482 ) ( 450,793 )
Sales 135,913 37,674 121,245
Maturities and calls 296,170 240,322 128,809
Equity Securities:
Purchases ( 21,845 ) ( 16,713 ) ( 4,975 )
Sales 7,227 6,838 8,656
Bank loan participations:
Purchases ( 126,369 ) ( 77,965 ) ( 102,794 )
Sales 65,291 135,664 48,415
Maturities 59,799 32,653 45,277
Other invested assets:
Purchases ( 12,394 ) ( 1,937 ) —
Return of capital 1,758 353 1,877
Repayments and redemptions 3,760 16,292 10,998
Securities receivable or payable, net 1,627 ( 1,777 ) 5,404
Short-term investments, net ( 6,274 ) 26,636 ( 74,959 )
Purchases of property and equipment ( 6,303 ) ( 549 ) ( 519 )
Net cash provided by (used in) investing activities 35,823 ( 175,991 ) ( 263,359 )
Financing activities
Senior debt issuances — 164,000 60,000
Senior debt repayments — ( 60,000 ) ( 20,000 )
Dividends paid ( 43,236 ) ( 37,051 ) ( 36,720 )
Issuances of common shares - public offering 192,107 — —
Issuances of common shares under equity incentive plans 1,877 2,580 8,286
Common share repurchases ( 3,077 ) ( 3,604 ) ( 2,899 )
Other financing activities — — ( 711 )
Net cash provided by financing activities 147,671 65,925 7,956
Change in cash, cash equivalents, and restricted cash equivalents ( 730,052 ) ( 383,896 ) 1,233,619
Cash, cash equivalents, and restricted cash equivalents at beginning of year 1,022,180 1,406,076 172,457
Cash, cash equivalents, and restricted cash equivalents at end of year $ 292,128 $ 1,022,180 $ 1,406,076
Supplemental information
U.S. federal income taxes (refunded) paid, net $ ( 3,932 ) $ 17,236 $ 18,719
Interest paid $ 9,927 $ 11,305 $ 12,354
Year Ended December 31,
2021 2020 2019
(in thousands)
Restricted cash equivalents at beginning of year $ 859,920 $ 1,199,164 $ —
Restricted cash equivalents at end of year 102,005 859,920 1,199,164
Change in restricted cash equivalents $ ( 757,915 ) $ ( 339,244 ) $ 1,199,164
(a) Cash (used in) provided by operating activities for the years ended December 31, 2021, 2020, and 2019 primarily reflects the activity in restricted cash equivalents above. As permitted under the agreements establishing the Indemnity Trust and the LPT Trust, we have withdrawn collateral from the Indemnity Trust and the LPT Trust to fund the Loss Fund Trust as required under the Administrative Services Agreement. Amounts on deposit in the Loss Fund Trust are included in restricted cash equivalents on the Company's consolidated balance sheets. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book ”. Excluding the restricted cash activity above, cash (used in) provided by operating activities was $( 155.6 ) million, $ 65.4 million, and $ 289.9 million for the years ended December 31, 2021, 2020, and 2019, respectively. The cash used in operating activities (excluding restricted cash equivalents) in 2021 was largely driven by the $ 317.6 million of reinsurance premium paid in September 2021 to effect the LPT transaction.
See accompanying notes.
F-9
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
1. Accounting Policies
Organization
James River Group Holdings, Ltd. (referred to as “JRG Holdings” or, with its subsidiaries, the “Company”) is an exempted holding company registered in Bermuda, organized for the purpose of acquiring and managing insurance and reinsurance entities.
The Company owns five insurance companies based in the United States (“U.S.”) focused on specialty insurance niches and two Bermuda-based reinsurance companies as described below:
• James River Group Holdings UK Limited (“James River UK”) is an insurance holding company formed in 2015 in the United Kingdom (“U.K.”). The Company contributed James River Group, Inc. (“James River Group”), a U.S. insurance holding company, to James River UK in 2015.
• James River Group is a Delaware domiciled insurance holding company formed in 2002, which owns all of the Company’s U.S.-based subsidiaries, either directly or indirectly through one of its wholly-owned U.S. subsidiaries. James River Group oversees the Company’s U.S. insurance operations and maintains all of the outstanding debt in the U.S.
• James River Insurance Company (“James River Insurance”) is an Ohio domiciled excess and surplus lines insurance company that, with its wholly-owned insurance subsidiary, James River Casualty Company, is authorized to write business in every state and the District of Columbia.
• Falls Lake National Insurance Company (“Falls Lake National”) is an Ohio domiciled insurance company which wholly owns Stonewood Insurance Company (“Stonewood Insurance”), a North Carolina domiciled company, and Falls Lake Fire and Casualty Company, a California domiciled company. Falls Lake National primarily writes specialty admitted fronting and program business and individual risk workers' compensation insurance.
• JRG Reinsurance Company Ltd. (“JRG Re”) was formed in 2007 and commenced operations in 2008. JRG Re, a Bermuda domiciled reinsurer, primarily provides non-catastrophe casualty reinsurance to U.S. third parties and, through December 31, 2017, to the Company’s U.S.-based insurance subsidiaries.
• Carolina Re Ltd ("Carolina Re") was formed in 2018 and as of January 1, 2018 provides reinsurance to the Company's U.S.-based insurance subsidiaries. Carolina Re is also the cedent on a stop loss reinsurance treaty with JRG Re.
Basis of Presentation and Principles of Consolidation
The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which vary in some respects from statutory accounting practices (“SAP”) which are prescribed or permitted by the various state insurance departments in the U.S. or by insurance regulators in Bermuda. The accompanying consolidated financial statements include the accounts and operations of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated.
Estimates and Assumptions
Preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.
Fixed Maturity and Equity Securities
Fixed maturity securities classified as “available-for-sale” are carried at fair value, and unrealized gains and losses on such securities, net of any deferred taxes, are reported as a separate component of accumulated other comprehensive income. The Company does not have any securities classified as “held-to-maturity” or “trading”.
Fair value generally represents quoted market value prices for securities traded in the public marketplace or prices analytically determined using bid or closing prices for securities not traded in the public marketplace.
Premiums and discounts on mortgage-backed securities and asset-backed securities are amortized or accrued using the constant yield method which considers anticipated prepayments at the date of purchase. To the extent that the estimated lives of
F-10
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
such securities change as a result of changes in estimated prepayment rates, the adjustments are included in net investment income using the retrospective method.
Realized investment gains or losses are determined on a specific identification basis. Interest income is recognized as earned, and dividend income is recognized on the ex-dividend date.
The Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on January 1, 2020. This update changed the impairment model for available-for-sale fixed maturities and requires the Company to determine whether unrealized losses on available-for-sale fixed maturities are due to credit-related factors. An allowance for credit losses is established for any credit-related impairments, limited to the amount by which fair value is below amortized cost. Changes in the allowance for credit losses are recognized in earnings and included in n et realized and unrealized gains (losses) on investments . Unrealized losses that are not credit-related continue to be recognized in other comprehensive income.
The Company considers the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the security, with a special emphasis on securities downgraded below investment grade. A comparison is made between the present value of expected future cash flows for a security and its amortized cost. If the present value of future expected cash flows is less than amortized cost, a credit loss is presumed to exist and an allowance for credit losses is established. Management may conclude that a qualitative analysis is sufficient to support its conclusion that the present value of the expected cash flows equals or exceeds a security’s amortized cost.
Bank Loan Participations
Bank loan participations are managed by a specialized outside investment manager. In connection with the adoption of ASU 2016-13, the Company elected the fair value option in accounting for bank loan participations effective January 1, 2020. Under the fair value option, bank loan participations are measured at fair value, and changes in unrealized gains and losses in bank loan participations are reported in our income statement as net realized and unrealized gains (losses) on investments.
Losses due to credit-related impairments on bank loan participations are determined based upon consultations and advice from the Company's specialized investment manager and consideration of any adverse situations that could affect the borrower's ability to repay, the estimated value of underlying collateral, and other relevant factors.
Interest income is accrued on the unpaid principal balance. Discounts and premiums are amortized to income using the interest method. Prior to the election of the fair value option on January 1, 2020, bank loan participations were generally stated at their outstanding unpaid principal balances net of unamortized premiums or discounts and net of any allowance for credit losses. The allowance for credit losses was maintained at a level considered adequate to absorb estimated probable credit losses.
Generally, the accrual of interest on a bank loan participation is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A bank loan participation may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Interest received on nonaccrual loans generally is reported as investment income. There were no bank loans on nonaccrual status at December 31, 2021 or 2020.
Generally, bank loan participations are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
Other Invested Assets
Other invested assets at December 31, 2021 and 2020 include the Company’s interests in private debt and equity investments. The investments are primarily focused in renewable energy, limited partnerships, and bank holding companies. Equity interests in various limited liability companies (“LLCs”) and limited partnerships are accounted for under the equity method, as the Company has determined that the equity method best reflects its economic interest in the underlying equity investment.
Short-Term Investments
Short-term investments are carried at amortized cost, which approximates fair value. Short-term investments have maturities greater than three months but less than one year at the date of purchase.
F-11
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Cash Equivalents
The Company considers highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.
Restricted Cash Equivalents
The Company considers highly liquid investments with maturities of three months or less at the date of purchase that are segregated for a specific use to be restricted cash equivalents. Certain restricted cash equivalents invested in funds with floating net asset values are measured at fair value with changes in fair value recognized in net income.
Direct Written Premiums
Direct written premiums are earned on a pro rata basis over the terms of the policies, generally 12 months. The portion of premiums written applicable to the unexpired terms of the policies in force is recorded as unearned premiums. Policies are accounted for on an individual basis, with no aggregation by counterparty.
Assumed Reinsurance Premiums
Assumed reinsurance written premiums include amounts reported by brokers and ceding companies, supplemented by the Company’s own estimates of premiums when reports have not been received. Premiums on the Company’s excess of loss and pro rata reinsurance contracts are estimated when the business is underwritten. For excess of loss contracts, the deposit premium, as defined in the contract, is generally recorded as an estimate of premiums written at the inception date of the treaty. Estimates of premiums written under pro rata contracts are recorded in the period in which the underlying risks are expected to begin and are based on information provided by the brokers and the ceding companies.
Reinsurance premium estimates are reviewed by management periodically. Any adjustment to these estimates is recorded in the period in which it becomes known.
Reinsurance premiums assumed are earned over the terms of the underlying policies or reinsurance contracts. Contracts and policies written on a “losses occurring” basis cover claims that may occur during the term of the contract or policy, which is typically 12 months. Accordingly, the premium is earned evenly over the term. Contracts which are written on a “risks attaching” basis cover claims which attach to the underlying insurance policies written during the terms of such contracts. Premiums earned on such contracts usually extend beyond the original term of the reinsurance contract, typically resulting in recognition of premiums earned over a 24-month period in proportion to the level of underlying exposure. Contracts are accounted for on an individual basis, with no aggregation by counterparty.
Premiums Receivable and Agents’ Balances, Net
Premiums receivable and agents’ balances are carried at face value net of any allowance for credit losses. The allowance for credit losses represents the current estimate of expected credit losses based on the Company’s assessment of the collectability of receivables that are past due, historical collection percentages, and consideration of current economic conditions and expectations of future conditions that could affect ultimate collections. Receivables greater than 90 days past due were $ 7.5 million and $ 6.9 million at December 31, 2021 and 2020, respectively. The allowance for credit losses was $ 16.7 million and $ 8.3 million at December 31, 2021 and 2020, respectively. Credit loss expense was $ 9.4 million for the year ended December 31, 2021 ($ 7.1 million of which will be deducted from amounts due to our reinsurers), $ 3.3 million for the year ended December 31, 2020, and $ 2.5 million for the year ended December 31, 2019. Receivables written off against the allowance for credit losses totaled $ 1.1 million for the year ended December 31, 2021, $ 660,000 for the year ended December 31, 2020, and $ 812,000 for the year ended December 31, 2019. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Deferred Policy Acquisition Costs
Costs which are incrementally or directly related to the successful acquisition of new or renewal insurance business are deferred. These deferred costs are primarily commissions to agents, ceding commissions paid on reinsurance assumed, premium taxes, and the portion of underwriting fixed compensation and payroll related fringe benefits directly related to an insurance contract that has been acquired, net of ceding commissions related to reinsurance ceded. Amortization of such policy acquisition costs is charged to expense in proportion to premium earned over the estimated policy life. To the extent that unearned premiums on existing policies are not adequate to cover projected related costs and expenses, deferred policy acquisition costs are charged to earnings. The Company considers anticipated investment income in determining whether a premium deficiency exists.
F-12
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Reinsurance and Adjustable Features of Insurance and Reinsurance Contracts
Certain premiums and losses are ceded to other insurance companies or assumed from other insurance companies under various excess of loss and quota-share reinsurance contracts. The Company enters into ceded reinsurance contracts to limit its exposure to large losses, to limit exposure on new lines of insurance written by the Company, and to provide additional capacity for growth.
Premiums, commissions, and losses and loss adjustment expenses on reinsured business are accounted for on a basis consistent with that used in accounting for the original policies issued and the terms of the reinsurance contracts. Reinsurance recoverables and prepaid reinsurance premiums are reported as assets. The Company uses a provision matrix to calculate the allowance for credit losses on reinsurance recoverables by applying impairment rates based on historical loss data to similarly rated reinsurance companies based on the expected duration of the receivables. The Company also considers the expected impact of current and future expected economic conditions and adjusts estimates if needed based on an evaluation of these factors. The allowance for credit losses on reinsurance recoverables at December 31, 2021 and 2020 was $ 631,000 and $ 335,000 , respectively. Other amounts payable to insurance companies and reinsurers or receivable from insurance companies and reinsurers are netted where the right of offset exists. The Company receives ceding commissions in connection with certain ceded reinsurance. The ceding commissions are recorded as a reduction of other operating expenses.
Certain reinsurance contracts include provisions that adjust premiums or acquisition expenses based upon the loss experience under the contracts. Premiums written and earned, as well as related acquisition expenses are recorded based upon the projected loss experience under the contracts.
The Company’s Specialty Admitted Insurance segment writes insurance under specialty admitted fronting and program arrangements. The fronting and program arrangements may contain contractual provisions that adjust acquisition expenses based upon loss experience under the contracts. The specialty admitted fronting and program arrangements are significantly reinsured. These reinsurance contracts may also contain provisions that adjust premiums or acquisition expenses based upon the loss experience under the contracts. Premiums written and earned, as well as related acquisition expenses, are recorded based upon the projected loss experience under the contracts.
Other Income
Other income is principally comprised of fee income earned on policies for which the Company has no exposure to underwriting risk. Fee income of $ 4.5 million, $ 3.4 million, and $ 9.5 million is included in other income for the years ended December 31, 2021, 2020, and 2019, respectively. Fees are earned on a pro rata basis over the service period of the underlying business. Policies are accounted for on an individual basis, with no aggregation by counterparty.
Income Taxes
Deferred tax assets and deferred tax liabilities are provided for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective U.S. tax basis. Deferred tax assets and liabilities are measured using enacted U.S. corporate tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance only when management believes it is more likely than not that some, or all, of the deferred tax assets will not be realized. The Company determined that no valuation allowance was necessary at December 31, 2021 or 2020.
Goodwill
Goodwill is tested annually for impairment in the fourth quarter of each calendar year, or more frequently if events or changes in circumstances indicate that the carrying amount of the Company’s reporting units, including goodwill, may exceed their fair values. The Company first assesses qualitative factors in determining whether it is necessary to perform the quantitative goodwill impairment test. If management determines that it is more likely than not that the fair value of a reporting unit is less than the carrying value based on qualitative factors then they will perform the quantitative goodwill impairment test. For the quantitative goodwill impairment testing, the fair value of the reporting units is determined using a combination of a market approach and an income approach which projects the future cash flows produced by the reporting units and discounts those cash flows to their present value. The projection of future cash flows is necessarily dependent upon assumptions on the future levels of income as well as business trends, prospects, market, and economic conditions. The results of the two approaches are weighted to determine the fair value of each reporting unit. When the fair value is less than the carrying value of the net assets of the reporting unit, including goodwill, an impairment loss is charged to operations. To determine the amount of any goodwill impairment, the implied fair value of reporting unit goodwill is compared to the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business
F-13
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
combination is determined. That is, the fair value of a reporting unit is assigned to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.
Intangible Assets, Net
Intangible assets are initially recognized and measured at fair value. Specifically identified intangible assets with indefinite lives include trademarks and state insurance licenses and authorities. Other specifically identified intangible assets with lives ranging from 7.0 to 27.5 years represent relationships with brokers. These intangible assets are amortized on a straight-line basis over their estimated useful lives.
Intangible assets with indefinite useful lives are reviewed for impairment at least annually. In evaluating whether there has been impairment to the intangible asset, management determines the fair value of the intangible asset and compares the resulting fair value to the carrying value of the intangible asset. If the carrying value exceeds the fair value, the intangible asset is written down to fair value, and the impairment is reported through earnings. The Company evaluates intangible assets with definite lives for impairment when impairment indicators are noted.
Impairment of Long-Lived Assets
Long-lived assets with finite lives are tested for impairment whenever recognized events or changes in circumstances indicate the carrying value of these assets may not be recoverable. If indicators of impairment are present, fair value is calculated using estimated future cash flows expected to be generated from the use of those assets. An impairment loss is recognized only if the carrying amount of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. That assessment is based on the carrying amount of the asset or asset group at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its fair value.
Property and Equipment, Net
Property and equipment, which is included in “other assets” in the accompanying consolidated balance sheets, is reported at cost less accumulated depreciation and is depreciated principally on a straight-line basis over the estimated useful lives of the depreciable assets, generally three to ten years .
Reserve for Losses and Loss Adjustment Expenses
The reserve for losses and loss adjustment expenses represents the estimated ultimate cost of all reported and unreported losses and loss adjustment expenses incurred and unpaid at the balance sheet date. The Company does not discount this reserve. The process of estimating the reserve for losses and loss adjustment expenses requires a high degree of judgment and is subject to a number of variables. The reserve for losses and loss adjustment expenses is estimated using individual case-basis valuations and statistical analyses. Those estimates are subject to the effects of trends in loss severity and frequency.
The Company utilizes various actuarially-accepted reserving methodologies in determining the continuum of expected outcomes for its reserves. These methodologies utilize various inputs, including management’s initial expected loss ratio (the ratio of losses and loss adjustment expenses incurred to net earned premiums), expected reporting patterns and payment patterns for losses and loss adjustment expenses (based on insurance industry data and the Company’s own experience), and the Company’s actual paid and reported losses and loss adjustment expenses. An internal actuary reviews these results and (after applying appropriate professional judgment and other actuarial techniques that are considered necessary) presents recommendations to the Company’s management. Management uses this information and its judgment to make decisions on the final recorded reserve for losses and loss adjustment expenses. Management believes that the use of judgment is necessary to arrive at a best estimate for the reserve for losses and loss adjustment expenses given the long-tailed nature of the business generally written by the Company and the limited operating experience of the Casualty Reinsurance segment, the fronting and program business in the Specialty Admitted Insurance segment, and the commercial auto business in the Excess and Surplus Lines segment.
Catastrophes of significant magnitude, including hurricanes and earthquakes, involve complex coverage issues. In estimating the reserve for losses and loss adjustment expenses for these catastrophes, management uses case reserve estimates based on information obtained from site inspections by the Company’s adjustors and the terms of coverage provided in the policies. Management estimates reserves for incurred but not reported claims for these catastrophes using judgment based on an assessment of the Company’s property insurance exposures where the catastrophes occur and the Company’s progress in settling claims.
F-14
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Although management believes that the reserve for losses and loss adjustment expenses is reasonable, it is possible that the Company’s actual incurred losses and loss adjustment expenses will not develop in a manner consistent with the assumptions inherent in the determination of these reserves. Specifically, the Company’s actual ultimate loss ratio could differ from management’s initial expected loss ratio and/or the Company’s actual reporting patterns for losses could differ from the expected reporting patterns. Accordingly, the ultimate settlement of losses and the related loss adjustment expenses may vary significantly from the estimates included in the Company’s consolidated financial statements. These estimates are reviewed continually by management and are adjusted as necessary as experience develops or new information becomes known; such adjustments are included in current operations.
Share Based Compensation
The Company expenses the fair value of share equity awards over the vesting period of the award on a straight-line basis. The Black-Scholes-Merton option pricing model is used to value the options granted (see Note 12). Forfeitures of share-based awards are recognized as they occur. As the share based compensation expense is incurred, a corresponding increase to additional paid-in capital in shareholders’ equity is recognized. Share based compensation expense is reflected in “other operating expenses” in the accompanying consolidated statements of (loss) income and comprehensive (loss) income.
Variable Interest Entities
Entities that do not have sufficient equity at risk to allow the entity to finance its activities without additional financial support or in which the equity investors, as a group, do not have the characteristic of a controlling financial interest are referred to as variable interest entities (“VIE”). A VIE is consolidated by the variable interest holder that is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE’s capital structure, contractual terms, nature of the VIE’s operations and purpose, and the Company’s relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE. The Company reassesses its VIE determination with respect to an entity on an ongoing basis.
The Company holds interests in VIEs through certain equity method investments included in “other invested assets” in the accompanying consolidated balance sheets. The Company has determined that it should not consolidate any of the VIEs as it is not the primary beneficiary in any of the relationships. Although the investments resulted in the Company holding variable interests in the entities, they did not empower the Company to direct the activities that most significantly impact the economic performance of the entities. The Company’s investments related to these VIEs totaled $ 26.9 million and $ 30.1 million as of December 31, 2021 and 2020, respectively, representing the Company’s maximum exposure to loss.
(Loss) Earnings Per Share
Basic (loss) earnings per share excludes dilution and is computed by dividing net (loss) income by the weighted-average number of common shares outstanding for the period. Diluted (loss) earnings per share reflects the dilution that could occur if securities or other contracts to issue common shares or common share equivalents were exercised or converted into common shares as calculated using the treasury stock method. When inclusion of common share equivalents increases the earnings per share or reduces the loss per share, the effect on earnings is anti-dilutive, and the diluted net earnings or net loss per share is computed excluding these common share equivalents.
F-15
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
The following represents a reconciliation of the numerator and denominator of the basic and diluted (loss) earnings per share computations contained in the consolidated financial statements.
Net (Loss) Income
(Numerator) Weighted-Average
Common Shares
(Denominator) (Loss) Earnings
Per Share
(in thousands, except per share data)
Year ended December 31, 2021
Basic $ ( 172,799 ) 34,956,957 $ ( 4.94 )
Common share equivalents — — —
Diluted $ ( 172,799 ) 34,956,957 $ ( 4.94 )
Year ended December 31, 2020
Basic $ 4,824 30,552,210 $ 0.16
Common share equivalents — 332,206 —
Diluted $ 4,824 30,884,416 $ 0.16
Year ended December 31, 2019
Basic $ 38,339 30,275,184 $ 1.27
Common share equivalents — 398,740 ( 0.02 )
Diluted $ 38,339 30,673,924 $ 1.25
Common share equivalents relate to our outstanding equity awards (stock options and RSUs).
For the year ended December 31, 2021, common share equivalents of 175,360 were excluded from the calculation of diluted loss per share as their effects were anti-dilutive. For the year ended December 31, 2020, all common share equivalents were dilutive. For the year ended December 31, 2019, 9,735 shares were excluded from the calculation of diluted earnings per share as their effects were anti-dilutive.
Adopted Accounting Standards
There were no new accounting standards adopted in 2021 that materially impacted the Company's financial statements .
Prospective Accounting Standards
There are no prospective accounting standards which are expected to have a material impact on our financial statements subsequent to December 31, 2021.
F-16
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
2. Investments
The Company’s available-for-sale fixed maturity securities are summarized as follows:
Cost or
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
(in thousands)
December 31, 2021
Fixed maturity securities:
State and municipal
$ 323,773 $ 12,156 $ ( 2,212 ) $ 333,717
Residential mortgage-backed
246,586 2,384 ( 2,339 ) 246,631
Corporate
711,930 26,119 ( 5,714 ) 732,335
Commercial mortgage and asset-backed
301,247 4,941 ( 1,700 ) 304,488
U.S. Treasury securities and obligations guaranteed by the U.S. government
60,329 653 ( 592 ) 60,390
Total fixed maturity securities, available-for-sale $ 1,643,865 $ 46,253 $ ( 12,557 ) $ 1,677,561
December 31, 2020
Fixed maturity securities:
State and municipal
$ 277,241 $ 19,203 $ ( 39 ) $ 296,405
Residential mortgage-backed
286,104 7,784 ( 40 ) 293,848
Corporate
715,145 52,098 ( 421 ) 766,822
Commercial mortgage and asset-backed
314,911 12,611 ( 803 ) 326,719
U.S. Treasury securities and obligations guaranteed by the U.S. government
97,489 2,360 ( 1 ) 99,848
Total fixed maturity securities, available-for-sale $ 1,690,890 $ 94,056 $ ( 1,304 ) $ 1,783,642
The amortized cost and fair value of available-for-sale investments in fixed maturity securities at December 31, 2021 are summarized, by contractual maturity, as follows:
Cost or
Amortized
Cost Fair
Value
(in thousands)
One year or less $ 86,238 $ 86,948
After one year through five years 463,670 477,474
After five years through ten years 310,943 314,147
After ten years 235,181 247,873
Residential mortgage-backed 246,586 246,631
Commercial mortgage and asset-backed 301,247 304,488
Total $ 1,643,865 $ 1,677,561
Actual maturities may differ for some securities because borrowers have the right to call or prepay obligations with or without penalties.
F-17
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
The following table shows the Company’s gross unrealized losses and fair value for available-for-sale securities aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:
Less Than 12 Months 12 Months or More Total
Fair
Value Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses
(in thousands)
December 31, 2021
Fixed maturity securities:
State and municipal $ 93,313 $ ( 2,162 ) $ 1,150 $ ( 50 ) $ 94,463 $ ( 2,212 )
Residential mortgage-backed 140,386 ( 2,337 ) 147 ( 2 ) 140,533 ( 2,339 )
Corporate 179,078 ( 4,232 ) 18,635 ( 1,482 ) 197,713 ( 5,714 )
Commercial mortgage and asset-backed 159,289 ( 1,695 ) 1,229 ( 5 ) 160,518 ( 1,700 )
U.S. Treasury securities and obligations guaranteed by the U.S. government
24,378 ( 592 ) — — 24,378 ( 592 )
Total fixed maturity securities, available-for-sale $ 596,444 $ ( 11,018 ) $ 21,161 $ ( 1,539 ) $ 617,605 $ ( 12,557 )
December 31, 2020
Fixed maturity securities:
State and municipal $ 7,193 $ ( 39 ) $ — $ — $ 7,193 $ ( 39 )
Residential mortgage-backed 3,649 ( 40 ) — — 3,649 ( 40 )
Corporate 28,607 ( 421 ) — — 28,607 ( 421 )
Commercial mortgage and asset-backed 18,427 ( 447 ) 38,802 ( 356 ) 57,229 ( 803 )
U.S. Treasury securities and obligations guaranteed by the U.S. government
2,291 ( 1 ) — — 2,291 ( 1 )
Total fixed maturity securities, available-for-sale $ 60,167 $ ( 948 ) $ 38,802 $ ( 356 ) $ 98,969 $ ( 1,304 )
The Company held securities of 230 issuers that were in an unrealized loss position at December 31, 2021 with a total fair value of $ 617.6 million and gross unrealized losses of $ 12.6 million. None of the fixed maturity securities with unrealized losses has ever missed, or been delinquent on, a scheduled principal or interest payment.
At December 31, 2021, 99.5 % of the Company’s fixed maturity security portfolio was rated “BBB-” or better (“investment grade”) by Standard & Poor’s or received an equivalent rating from another nationally recognized rating agency.
The Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on January 1, 2020. This update changed the impairment model for available-for-sale fixed maturities and requires the Company to determine whether unrealized losses on available-for-sale fixed maturities are due to credit-related factors. An allowance for credit losses is established for any credit-related impairments, limited to the amount by which fair value is below amortized cost. Changes in the allowance for credit losses are recognized in earnings and included in net realized and unrealized gains (losses) on investments. Unrealized losses that are not credit-related continue to be recognized in other comprehensive income.
The Company considers the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the security, with a special emphasis on securities downgraded below investment grade. A comparison is made between the present value of expected future cash flows for a security and its amortized cost. If the present value of future expected cash flows is less than amortized cost, a credit loss is presumed to exist and an allowance for credit losses is established. Management may conclude that a qualitative analysis is sufficient to support its conclusion that the present value of expected cash flows equals or exceeds a security's amortized cost. As a result of this review, management concluded that there were no credit-related impairments of fixed maturities at December 31, 2021 or 2020. Management does not intend to sell the securities in an unrealized loss position, and it is not "more likely than not" that the Company will be required to sell these securities before a recovery in their value to their amortized cost basis occurs.
Management concluded that none of the fixed maturity securities with an unrealized loss at December 31, 2019 experienced an other-than-temporary impairment.
F-18
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
In connection with the adoption of ASU 2016-13, the Company elected the fair value option in accounting for bank loan participations effective January 1, 2020. The targeted transition relief offered by ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief was applied to elect the fair value option to account for bank loan participations already held at the January 1, 2020 date of adoption. Under the fair value option, bank loan participations are measured at fair value, and changes in unrealized gains and losses in bank loan participations are reported in our income statement as net realized and unrealized gains (losses) on investments. At adoption on January 1, 2020, the Company applied the amendments on a modified retrospective basis, reducing the carrying value of its bank loan portfolio to fair value through an $ 8.4 million adjustment with a $ 7.8 million (net of tax) cumulative effect adjustment to reduce retained earnings.
Applying the fair value option to the bank loan portfolio increases volatility in the Company's financial statements, but management believes it is less subjective and less burdensome to implement and maintain than ASU 2016-13, which would have otherwise been required. At December 31, 2021, the Company's bank loan portfolio had an aggregate unpaid principal balance of $ 159.0 million and an aggregate fair value of $ 156.0 million. Investment income on bank loan participations included in net investment income was $ 10.6 million and $ 12.2 million during the years ended December 31, 2021 and 2020, respectively. Net realized and unrealized gains (losses) on investments includes gains of $ 6.7 million and $ 1.3 million related to changes in unrealized gains and losses on bank loan participations for the years ended December 31, 2021 and 2020, respectively. Management concluded that no ne of the unrealized losses were due to credit-related impairments for the year ended December 31, 2021. For the year ended December 31, 2020, management concluded that $ 8.3 million of unrealized losses were due to credit-related impairments. Losses due to credit-related impairments were determined based upon consultations and advice from the Company's specialized investment manager and consideration of any adverse situations that could affect the borrower's ability to repay, the estimated value of underlying collateral, and other relevant factors.
Prior to the election of the fair value option on January 1, 2020, bank loan participations were classified as held-for-investment and carried at amortized cost net of any allowance for credit losses. Under the prior accounting method, management concluded that seven loans from six issuers in the Company's bank loan portfolio were impaired at December 31, 2019 . At December 31, 2019 , the impaired loans had a carrying value of $ 6.9 million, unpaid principal of $ 14.3 million, and an allowance for credit losses of $ 7.2 million , $ 5.1 million of which related to two loans from one issuer that was experiencing liquidity concerns resulting from revenue declines and poor growth prospects in its most profitable segment.
Bank loan participations generally have a credit rating that is below investment grade (i.e. below “BBB-” for Standard & Poor’s) at the date of purchase. These bank loans are primarily senior, secured floating-rate debt rated “BB”, “B”, or “CCC” by Standard & Poor’s or an equivalent rating from another nationally recognized rating agency. These bank loans include assignments of, and participations in, performing and non-performing senior corporate debt generally acquired through primary bank syndications and in secondary markets. Bank loans consist of, but are not limited to, term loans, the funded and unfunded portions of revolving credit loans, and other similar loans and investments. Management believed that it was probable at the time that these loans were acquired that the Company would be able to collect all contractually required payments receivable.
Interest income on bank loan participations is accrued on the unpaid principal balance, and discounts and premiums on bank loan participations are amortized to income using the interest method. Generally, the accrual of interest on a bank loan participation is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A bank loan participation may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Generally, bank loan participations are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Interest received on nonaccrual loans generally is reported as investment income. There were no bank loans on nonaccrual status at December 31, 2021 or 2020.
The average recorded investment in impaired bank loans was $ 3.5 million during the year ended December 31, 2019 and investment income of $ 293,000 was recognized during the time that the loans were impaired. The Company recorded losses of $ 8.9 million during the year ended December 31, 2019 for changes in the fair value of impaired bank loans.
At December 31, 2019 , unamortized discounts on bank loan participations were $ 2.4 million, and unamortized premiums were $ 4,000 .
F-19
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Major categories of the Company’s net investment income are summarized as follows:
Year Ended December 31,
2021 2020 2019
(in thousands)
Fixed maturity securities $ 42,968 $ 45,070 $ 39,875
Bank loan participations 10,571 12,150 19,772
Equity securities 4,883 4,800 5,262
Other invested assets 2,200 9,181 6,254
Cash, cash equivalents, restricted cash equivalents, and short-term investments 260 6,619 9,210
Gross investment income 60,882 77,820 80,373
Investment expense ( 4,017 ) ( 4,452 ) ( 4,721 )
Net investment income $ 56,865 $ 73,368 $ 75,652
The Company’s net realized and unrealized gains and losses on investments are summarized as follows:
Year Ended December 31,
2021 2020 2019
(in thousands)
Fixed maturity securities:
Gross realized gains $ 4,988 $ 1,098 $ 1,575
Gross realized losses ( 64 ) ( 53 ) ( 494 )
4,924 1,045 1,081
Equity securities:
Gross realized gains 284 — 11
Gross realized losses ( 827 ) ( 1,441 ) ( 232 )
Changes in fair values of equity securities 5,350 ( 215 ) 6,257
4,807 ( 1,656 ) 6,036
Bank loan participations:
Gross realized gains 555 554 846
Gross realized losses ( 1,388 ) ( 17,286 ) ( 10,902 )
Changes in fair values of bank loan participations 6,661 1,318 —
5,828 ( 15,414 ) ( 10,056 )
Short-term investments and other:
Gross realized gains 75 77 21
Gross realized losses ( 150 ) ( 2 ) ( 1 )
Changes in fair values of short-term investments and other 80 ( 80 ) —
5 ( 5 ) 20
Total $ 15,564 $ ( 16,030 ) $ ( 2,919 )
F-20
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
The change in the Company’s available-for-sale fixed maturity gross unrealized net gains was $( 59.1 ) million, $ 57.7 million, and $ 50.3 million for the years ended December 31, 2021, 2020, and 2019, respectively.
The Company invests selectively in private debt and equity opportunities. These investments, which together comprise the Company’s other invested assets, are primarily focused in renewable energy, limited partnerships, and bank holding companies.
Carrying Value Investment Income
December 31, Year Ended December 31,
2021 2020 2021 2020 2019
(in thousands)
Renewable energy LLCs (a)
Excess and Surplus Lines $ 24,211 $ — $ ( 625 ) $ — $ —
Corporate & Other 2,709 30,145 ( 812 ) 2,016 2,181
26,920 30,145 ( 1,437 ) 2,016 2,181
Renewable energy notes receivable ( b)
Excess and Surplus Lines 2,329 — 417 — —
Corporate & Other 2,911 — 522 5,630 1,313
5,240 — 939 5,630 1,313
Limited partnerships (c)
Excess and Surplus Lines 13,098 4,096 1,417 272 2,090
Corporate & Other 2,150 7,807 938 920 327
15,248 11,903 2,355 1,192 2,417
Bank holding companies (d)
Excess and Surplus Lines 4,500 — 200 — —
Corporate & Other — 4,500 143 343 343
4,500 4,500 343 343 343
Total other invested assets
Excess and Surplus Lines 44,138 4,096 1,409 272 2,090
Corporate & Other 7,770 42,452 791 8,909 4,164
$ 51,908 $ 46,548 $ 2,200 $ 9,181 $ 6,254
(a) The Company’s Excess and Surplus Lines and Corporate and Other segments own equity interests ranging from 2.6 % to 32.6 % in various LLCs whose principal objective is capital appreciation and income generation from owning and operating renewable energy production facilities (wind and solar). The LLCs are managed by an entity for which two of our former directors serve as officers, and the Company’s Non-Executive Chairman has invested in certain of these LLCs. The equity method is used to account for the Company’s LLC investments. Income for the LLCs primarily reflects adjustments to the carrying values of investments in renewable energy projects to their determined fair values. The fair value adjustments are included in revenues for the LLCs. Expenses for the LLCs are not significant and are comprised of administrative and interest expenses. During the year ended December 31, 2021, the Company transferred $ 26.3 million of its investments in the LLCs from the Corporate and Other segment to the Excess and Surplus Lines segment. The Company received cash distributions from these investments totaling $ 1.8 million and $ 3.1 million for the years ended December 31, 2021 and 2020, respectively.
(b) The Company's Excess and Surplus Lines and Corporate and Other segments have invested in notes receivable for renewable energy projects. At December 31, 2021, the Company held two notes issued by an entity for which two of our former directors serve as officers . Interest on the notes, which mature in 2025, is fixed at 12 %. During the year ended December 31, 2021, the Company received principal repayments of $ 1.7 million and $ 2.1 million on the notes receivable in the Company's Excess and Surplus Lines segment and Corporate and Other segment, respectively. During the year ended December 31, 2020 , the Company received the total principal balance of $ 8.8 million plus a $ 5.3 million gain at maturity on an earlier note receivable for renewable energy projects. Interest on that note was fixed at 15 %.
F-21
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
(c) The Company owns investments in limited partnerships that invest in concentrated portfolios including publicly-traded small cap equities, loans of middle market private equity sponsored companies, private equity general partnership interests, commercial mortgage-backed securities, and tranches of distressed home loans. Income from the partnerships is recognized under the equity method of accounting. During the year ended December 31, 2021, the Company transferred $ 5.1 million of its investments in the limited partnerships from the Corporate and Other segment to the Excess and Surplus Lines segment. At December 31, 2021, the Company’s Excess and Surplus Lines segment has outstanding commitments to invest another $ 5.3 million in these limited partnerships.
(d) The Company's Excess and Surplus Lines segment holds $ 4.5 million of subordinated notes issued by a bank holding company for which the Company’s Non-Executive Chairman was previously the Lead Independent Director and an investor and for which one of the Company’s directors is also an investor (the "Bank Holding Company"). During the year ended December 31, 2021, the Company transferred ownership of the subordinated notes from the Corporate and Other segment to the Excess and Surplus Lines segment. Interest on the notes, which mature in 2023, is fixed at 7.6 % per annum.
At December 31, 2020, the Company held an investment in a collateralized loan obligation (CLO) where one of the underlying loans was issued by the Bank Holding Company. The investment, with a carrying value of $ 520,000 at December 31, 2020, was classified as an available-for-sale fixed maturity. During the year ended December 31, 2021, the Company received the final principal repayment for the investment.
The Company maintains fixed maturity securities, short-term investments, accrued investment income, and cash and cash equivalents amounting to $ 478.4 million at December 31, 2021 in trust accounts or on deposit as collateral for outstanding letters of credit issued as security to third-party reinsureds on reinsurance assumed by JRG Re.
At December 31, 2021 and 2020, cash and investments with a fair value of $ 54.9 million and $ 46.9 million, respectively, were on deposit with state insurance departments to satisfy regulatory requirements.
3. Deferred Policy Acquisition Costs
An analysis of deferred policy acquisition costs is as follows:
Year Ended December 31,
2021 2020 2019
(in thousands)
Balance at beginning of period $ 62,953 $ 62,006 $ 54,450
Policy acquisition costs deferred:
Commissions 51,466 51,306 67,303
Underwriting and other issue expenses 23,770 25,219 24,146
75,236 76,525 91,449
Amortization of policy acquisition costs ( 69,663 ) ( 75,578 ) ( 83,893 )
Net change 5,573 947 7,556
Balance at end of period $ 68,526 $ 62,953 $ 62,006
4. Goodwill and Intangible Assets
On December 11, 2007, the Company completed an acquisition of James River Group by acquiring 100 % of the outstanding shares of James River Group common stock, referred to herein as the “Merger”. The transaction was accounted for under the purchase method of accounting, and goodwill and intangible assets were recognized by the Company as a result of the transaction.
All of the Company’s goodwill is an asset of the Excess and Surplus Lines segment. The Company’s annual testing performed in the fourth quarter of 2021, 2020 and 2019 indicated that no impairment of goodwill had occurred. The carrying amount of goodwill at December 31, 2021 and 2020 was $ 181.8 million. Accumulated goodwill impairment losses were $ 99.6 million at December 31, 2021 and 2020. The most recent goodwill impairment losses occurred in 2010.
Specifically identifiable intangible assets were acquired in the Merger. During the fourth quarters of 2021, 2020 and 2019, the indefinite-lived intangible assets for trademarks and insurance licenses and authorities were tested for impairment. Intangible assets for broker relationships that have specific lives and are subject to amortization were also reviewed for impairment. There were no impairments recognized in 2021, 2020, or 2019.
F-22
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
The gross carrying amounts and accumulated amortization for each major specifically identifiable intangible asset class were as follows:
December 31,
2021 2020
Weighted-
Average
Life
(Years) Gross
Carrying
Amount Accumulated
Amortization Gross
Carrying
Amount Accumulated
Amortization
(in thousands)
Trademarks Indefinite $ 22,200 $ — $ 22,200 $ —
Insurance licenses and authorities Indefinite 8,964 — 8,964 —
Identifiable intangibles not subject to amortization 31,164 — 31,164 —
Broker relationships 24.6 11,611 6,736 11,611 6,373
Identifiable intangible assets subject to amortization 11,611 6,736 11,611 6,373
$ 42,775 $ 6,736 $ 42,775 $ 6,373
Future estimated amortization of specifically identifiable intangible assets as of December 31, 2021 is as follows ( in thousands) :
2022 $ 363
2023 363
2024 363
2025 363
2026 363
Thereafter 3,059
Total $ 4,874
The table below summarizes the changes in the net carrying values of intangible assets by segment for 2021:
December 31, 2020 December 31, 2021
Net Carrying
Value Amortization Impairment
Losses Net Carrying
Value
(in thousands)
Excess and Surplus Lines
Trademarks $ 19,700 $ — $ — $ 19,700
Insurance licenses and authorities 4,900 — — 4,900
Broker relationships 5,237 ( 363 ) — 4,874
29,837 ( 363 ) — 29,474
Specialty Admitted Insurance
Trademarks 2,500 — — 2,500
Insurance licenses and authorities 4,065 — — 4,065
Broker relationships — — — —
6,565 — — 6,565
Total identifiable intangible assets $ 36,402 $ ( 363 ) $ — $ 36,039
F-23
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
The table below summarizes the changes in the net carrying values of intangible assets by segment for 2020:
December 31, 2019 December 31, 2020
Net Carrying
Value Amortization Impairment
Losses Net Carrying
Value
(in thousands)
Excess and Surplus Lines
Trademarks $ 19,700 $ — $ — $ 19,700
Insurance licenses and authorities 4,900 — — 4,900
Broker relationships 5,603 ( 366 ) — 5,237
30,203 ( 366 ) — 29,837
Specialty Admitted Insurance
Trademarks 2,500 — — 2,500
Insurance licenses and authorities 4,065 — — 4,065
Broker relationships 172 ( 172 ) — —
6,737 ( 172 ) — 6,565
Total identifiable intangible assets $ 36,940 $ ( 538 ) $ — $ 36,402
Amortization of intangible assets was $ 362,000 for the Excess and Surplus Lines segment and $ 235,000 for the Specialty Admitted Insurance segment for the year ended December 31, 2019.
5. Property and Equipment, Net
Property and equipment, net of accumulated depreciation, is included in "other assets" on the consolidated balance sheets and consists of the following:
December 31,
2021 2020
(in thousands)
Electronic data processing hardware and software $ 2,492 $ 3,238
Furniture and equipment 2,221 2,025
Property and equipment, cost basis 4,713 5,263
Accumulated depreciation ( 3,932 ) ( 3,975 )
Property and equipment, net $ 781 $ 1,288
6. Leases
The Company has entered into operating leases for office space in Bermuda, North Carolina, Virginia, Arizona, and Georgia. Following the adoption of ASU 2016-02, Leases (Topic 842) , effective January 1, 2019, the present value of future lease payments for the Company’s leases with terms greater than 12 months are included on the consolidated balance sheets as lease liabilities and right-of-use lease assets. For leases with terms of 12 months or less, lease payments are recognized in other operating expenses on a straight-line basis over the lease term.
Total expected lease payments are based on the lease payments specified in the contract and the stated term, including any options to extend or terminate that the Company is reasonably certain to exercise. The Company has elected the practical expedient to account for lease components and any associated non-lease components as a single lease component, and therefore allocates all of the expected lease payments to the lease component.
The lease liability, which represents the Company’s obligation to make lease payments arising from the lease, is calculated based on the present value of expected lease payments over the remaining lease term, discounted using the Company’s collateralized incremental borrowing rate at the commencement date. The lease liability is then adjusted for any prepaid rent, lease incentives received or capitalized initial direct costs to determine the lease asset, which represents the Company's right to use the underlying asset for the lease term. Lease liabilities and right-of-use assets are included in other liabilities and other assets , respectively, on the Company's consolidated balance sheets.
F-24
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Upon adoption of the new standard on January 1, 2019, the Company derecognized assets of $ 22.6 million and liabilities of $ 30.9 million associated with a lease that was designated as build-to-suit under the previous guidance, and recorded a cumulative-effect adjustment to increase retained earnings by $ 8.3 million. The Company also recorded right-of-use assets of $ 17.2 million and lease liabilities of $ 17.8 million at adoption of the new standard associated with the Company's operating leases.
At December 31, 2021, lease liabilities and right-of-use assets associated with the Company's operating leases were $ 12.8 million and $ 11.7 million, respectively ($ 14.9 million and $ 14.0 million at December 31, 2020, respectively). The weighted-average discount rate and weighted average remaining lease term for operating leases was 4.1 % and 3.6 years, respectively, as of December 31, 2021.
The table below summarizes maturities of the Company’s operating lease liabilities as of December 31, 2021, which reconciles to total lease liabilities included in other liabilities on the Company’s consolidated balance sheets:
Years ending December 31, (in thousands)
2022 $ 4,146
2023 3,935
2024 2,625
2025 2,556
2026 407
Thereafter 90
Total lease payments 13,759
Less imputed interest ( 967 )
Total operating lease liabilities $ 12,792
Operating lease liabilities include $ 8.5 million associated with office space in a building that is owned by a partnership in which the Company has a minority interest.
Operating lease costs were $ 5.1 million, $ 5.0 million, and $ 5.2 million for the years ended December 31, 2021 , 2020, and 2019, respectively. Operating lease costs are primarily comprised of rental expense for operating leases. Rental expense is recognized on a straight line basis over the lease term and includes amortization of the right-of-use lease asset and imputed interest on the lease liability. Operating lease costs are included in other operating expenses in the Company's consolidated statements of (loss) income and comprehensive (loss) income.
7. Reserve for Losses and Loss Adjustment Expenses
In establishing the reserve for losses and loss adjustment expenses, the Company’s internal actuaries estimate an initial expected ultimate loss ratio for each of our lines of business by accident year (or for our Casualty Reinsurance segment, on a contract by contract basis). Input from the Company’s underwriting and claims departments, including premium pricing assumptions and historical experience, are considered by the Company’s internal actuaries in estimating the initial expected loss ratios. The Company’s internal actuaries generally utilize five actuarial methods in their estimation process for the reserve for losses and loss adjustment expenses. These five methods utilize, to varying degrees, the initial expected loss ratio, detailed statistical analysis of past claims reporting and payment patterns, claims frequency and severity, paid loss experience, industry loss experience, and changes in market conditions, policy forms, exclusions, and exposures.
In applying these methods to develop an estimate of the reserve for losses and loss adjustment expenses, our internal actuaries use judgment to determine three key parameters for each accident year and line of business: the initial expected loss ratios, the incurred and paid loss development factors and the weighting of the five actuarial methods to be used for each accident year and line of business. For the Excess and Surplus Lines and Specialty Admitted Insurance segments, the internal actuaries perform a study on each of these parameters annually and make recommendations for the initial expected loss ratios, the incurred and paid loss development factors and the weighting of the five actuarial methods by accident year and line of business. Members of management’s Reserve Committee review and approve the parameter review actuarial recommendations, and absent any developments requiring an earlier review, these approved parameters are used in the reserve estimation process for the next four quarters at which time a new parameter study is performed. For the Casualty Reinsurance segment, periodic assessments are made on a contract by contract basis. Method weights are generally less rigid for the Casualty Reinsurance
F-25
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
segment given the heterogeneous nature of the various contracts, and the potential for significant changes in mix of business within individual treaties.
Different reserving methods are appropriate in different situations, and the Company’s internal actuaries use their judgment and experience to determine the weighting of the methods to use for each accident year and each line of business and, for our Casualty Reinsurance segment, on a contract by contract basis. For example, the current accident year has very little incurred and paid loss development data on which to base reserve projections. As a result, the Company relies heavily on the initial expected loss ratio in estimating reserves for the current accident year. The Company generally sets the initial expected loss ratio for the current accident year consistent with the internal actuaries’ pricing assumptions adjusted upward where warranted based on management's judgment in order to produce the best estimate. We believe that this is a reasonable and appropriate reserving assumption for the current accident year since our pricing assumptions are actuarially driven and since the Company expects to make an acceptable return on the new business written. If actual loss emergence is better than our initial expected loss ratio assumptions, we will experience favorable development and if it is worse than our initial expected loss ratio assumptions, we will experience adverse development. Conversely, sufficient incurred and paid loss development data is available for the oldest accident years, so more weight is given to this development data and less weight is given to the initial expected loss ratio.
The following table provides a reconciliation of the beginning and ending reserve balances for losses and loss adjustment expenses, net of reinsurance, to the gross amounts reported in the consolidated balance sheets. Reinsurance recoverables on unpaid losses and loss adjustment expenses are presented gross of an allowance for credit losses on reinsurance balances of $ 631,000 and $ 335,000 at December 31, 2021 and 2020, respectively.
Year Ended December 31,
2021 2020 2019
(in thousands)
Reserve for losses and loss adjustment expenses net of reinsurance recoverables at beginning of period
$ 1,386,061 $ 1,377,461 $ 1,194,088
Add: Incurred losses and loss adjustment expenses net of reinsurance:
Current year 466,574 386,341 603,094
Prior years 325,778 92,204 69,008
Total incurred losses and loss and adjustment expenses 792,352 478,545 672,102
Deduct: Loss and loss adjustment expense payments net of reinsurance:
Current year 35,006 31,952 75,249
Prior years 487,741 437,993 413,480
Total loss and loss adjustment expense payments 522,747 469,945 488,729
Deduct: Loss reserves ceded in LPT Transaction 256,452 — —
Reserve for losses and loss adjustment expenses net of reinsurance recoverables at end of period
1,399,214 1,386,061 1,377,461
Add: Reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period
1,349,259 806,019 668,045
Reserve for losses and loss adjustment expenses gross of reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period
$ 2,748,473 $ 2,192,080 $ 2,045,506
The foregoing reconciliation shows that $ 325.8 million of adverse development was experienced in 2021 on the reserve for losses and loss adjustment expenses held at December 31, 2020. This adverse reserve development included $ 190.7 million of adverse development in the Excess and Surplus Lines segment, including $ 200.1 million of adverse development in the commercial auto line of business that was primarily related to the 2019 and prior accident years with Rasier LLC and its affiliates (collectively, “Rasier”) . The adverse development for commercial auto was partially offset by $ 9.4 million of favorable development in other Excess and Surplus Lines underwriting divisions. Favorable reserve development in the Specialty Admitted Insurance segment was $ 2.5 million as losses on our workers’ compensation business written prior to 2020 continued to develop more favorably than we had anticipated. The Casualty Reinsurance segment experienced $ 137.6 million of adverse development on prior underwriting years. Actual reported and paid losses in the Casualty Reinsurance segment significantly exceeded expectations in 2021, particularly in the fourth quarter of 2021, causing us to refine some of the assumptions used to determine our best estimate of ultimate losses for this segment. Specifically, we responded to this highly
F-26
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
elevated loss emergence by making significant adjustments to our assumed tail factors, other development factors, initial expected loss ratios, and weights given to various actuarial methods. In particular, we gave significantly more weight to incurred loss development methods and Bornhuetter – Ferguson incurred loss development methods than had been done previously. These actuarial refinements resulted in material deterioration in ultimate loss selections for underwriting years 2014 through 2018. The adverse development was concentrated in four treaties, three of which were general liability and one which was professional liability. Of the $ 137.6 million of adverse development recognized in 2021, $ 113.4 million was concentrated in these four treaties.
The foregoing reconciliation shows that $ 92.2 million of adverse development was experienced in 2020 on the reserve for losses and loss adjustment expenses held at December 31, 2019. This adverse reserve development included $ 59.4 million of adverse development in the Excess and Surplus Lines segment including $ 91.4 million of adverse development in the commercial auto line of business that was primarily related to the 2018 and prior accident years with Rasier. The adverse development for commercial auto was partially offset by $ 32.0 million of favorable development in other Excess and Surplus Lines underwriting divisions that was primarily related to the 2018 and 2019 accident years. The Company also experienced $ 5.0 million of favorable development on prior accident years in the Specialty Admitted Insurance segment, as losses on our workers’ compensation business written prior to 2019 continued to develop more favorably than we had anticipated. The Casualty Reinsurance segment experienced $ 37.8 million of adverse development on prior accident years primarily in accident years 2014 through 2018. This adverse development was mainly in the general liability and commercial auto lines of business.
The foregoing reconciliation shows that $ 69.0 million of adverse development was experienced in 2019 on the reserve for losses and loss adjustment expenses held at December 31, 2018. This adverse reserve development included $ 51.2 million of adverse development in the Excess and Surplus Lines segment including $ 57.4 million of adverse development in the commercial auto line of business that was primarily related to the 2016 and 2017 accident years with Rasier. The adverse development for commercial auto was partially offset by $ 6.2 million of favorable development in other Excess and Surplus Lines underwriting divisions. The Company also experienced $ 5.3 million of favorable development on prior accident years in the Specialty Admitted Insurance segment, as losses on our workers’ compensation business written prior to 2018 continued to develop more favorably than we had anticipated. The Casualty Reinsurance segment experienced $ 23.1 million of adverse development on prior accident years primarily in accident years 2011 through 2016. This adverse development was mainly in the general liability and commercial auto lines of business.
The following tables present incurred and paid losses and loss adjustment expenses, net of reinsurance as of December 31, 2021 for: (1) the Excess and Surplus Lines segment split between all excess and surplus lines business excluding commercial auto, and separately, commercial auto, (2) the Specialty Admitted Insurance segment split between individual risk workers’ compensation and fronting and programs, and (3) the Casualty Reinsurance segment. The information provided herein about incurred and paid accident year claims development for the years ended December 31, 2020 and prior is presented as “unaudited” supplementary information.
Excess and Surplus Lines — Excluding Commercial Auto
Incurred losses and loss adjustment expenses, net of reinsurance (in thousands)
Accident Year 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
2012 $ 97,908 $ 98,672 $ 97,829 $ 96,497 $ 97,306 $ 99,619 $ 101,271 $ 103,061 $ 106,118 $ 108,336
2013 96,729 96,064 85,433 81,009 82,830 83,855 82,732 82,517 83,594
2014 114,942 104,092 90,267 82,232 84,074 88,904 90,191 90,944
2015 126,443 113,417 104,847 102,434 103,688 110,466 114,398
2016 138,507 125,093 126,050 126,971 125,097 132,235
2017 144,349 131,897 132,136 124,265 128,674
2018 167,004 158,458 146,633 150,687
2019 214,653 194,759 189,671
2020 239,897 211,732
2021 304,435
Total $ 1,514,706
Cumulative paid losses and loss adjustment expenses, net of reinsurance (in thousands)
F-27
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Accident Year 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
2012 $ 6,944 $ 33,757 $ 49,604 $ 63,216 $ 74,869 $ 82,545 $ 88,812 $ 94,588 $ 99,628 $ 101,669
2013 3,867 14,509 30,382 44,421 59,641 66,553 71,035 74,635 76,295
2014 3,412 16,969 28,212 43,891 58,774 71,549 76,523 79,980
2015 4,048 17,164 34,801 55,911 73,455 87,344 94,494
2016 5,180 22,852 46,045 70,105 90,166 102,072
2017 5,290 22,956 42,764 64,924 81,303
2018 6,000 26,160 50,679 76,494
2019 8,235 31,346 62,227
2020 8,642 34,561
2021 11,693
Total $ 720,788
All outstanding losses and loss adjustment expenses prior to 2012, net of reinsurance ( 44 claims outstanding)
$ 6,714
Total outstanding losses and loss adjustment expenses, net of reinsurance $ 800,632
Excess and Surplus Lines — Commercial Auto
Incurred losses and adjustment expenses, net of reinsurance (in thousands)
Accident Year 2013 2014 2015 2016 2017 2018 2019 2020 2021
2013 $ 1,255 $ 1,300 $ 1,451 $ 1,351 $ 1,301 $ 1,277 $ 1,277 $ 1,277 $ 1,277
2014 20,487 14,071 17,233 18,953 19,779 18,303 19,196 20,013
2015 30,109 33,113 35,149 36,139 36,636 37,839 38,046
2016 74,340 109,286 126,791 147,122 157,712 164,399
2017 207,355 208,743 272,421 319,472 355,713
2018 255,881 230,220 283,408 349,067
2019 262,306 240,773 339,771
2020 19,133 10,899
2021 21,154
Total $ 1,300,339
Cumulative paid losses and loss adjustment expenses, net of reinsurance (in thousands)
Accident Year 2013 2014 2015 2016 2017 2018 2019 2020 2021
2013 $ 60 $ 1,182 $ 1,285 $ 1,291 $ 1,275 $ 1,275 $ 1,275 $ 1,275 $ 1,275
2014 6,166 8,645 12,679 16,359 18,678 17,745 18,301 19,163
2015 8,356 15,234 24,282 31,592 34,819 35,983 36,710
2016 18,295 54,054 89,381 125,108 141,545 152,030
2017 41,467 107,377 192,961 252,169 309,860
2018 45,136 119,099 184,686 257,346
2019 44,225 107,182 192,982
2020 628 2,854
2021 2,810
Total $ 975,030
Total outstanding losses and loss adjustment expenses, net of reinsurance before Rasier LPT $ 325,309
Reinsurance recoverable for Rasier LPT $ 256,452
Total outstanding losses and loss adjustment expenses, net of reinsurance $ 68,857
F-28
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Specialty Admitted — Individual Risk Workers’ Compensation
Incurred losses and loss adjustment expenses, net of reinsurance (in thousands)
Accident Year 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
2012 $ 32,116 $ 32,420 $ 31,490 $ 29,689 $ 28,255 $ 28,174 $ 28,186 $ 28,186 $ 27,741 $ 27,386
2013 12,525 13,668 12,786 11,578 10,907 10,909 10,909 10,598 10,573
2014 16,638 16,652 14,620 13,890 12,704 12,704 12,573 12,685
2015 20,938 21,274 19,741 18,376 17,626 16,492 16,468
2016 21,678 20,299 18,050 15,800 14,050 13,069
2017 24,869 22,071 19,779 18,810 16,606
2018 16,432 16,288 16,038 14,200
2019 20,253 21,056 20,631
2020 20,137 22,240
2021 14,519
Total $ 168,377
Cumulative paid losses and loss adjustment expenses, net of reinsurance (in thousands)
Accident Year 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
2012 $ 9,222 $ 20,308 $ 24,755 $ 26,435 $ 26,897 $ 26,932 $ 26,963 $ 26,994 $ 27,128 $ 27,140
2013 4,487 8,723 9,846 10,246 10,263 10,309 10,337 10,335 10,336
2014 4,633 10,648 12,041 12,236 12,282 12,282 12,276 12,287
2015 6,604 13,285 15,118 15,889 15,901 16,068 16,069
2016 4,664 10,227 12,135 12,432 12,481 12,483
2017 6,546 12,782 14,285 15,195 15,210
2018 4,497 9,034 11,412 11,746
2019 5,473 13,776 16,254
2020 7,394 14,668
2021 5,874
Total $ 142,067
All outstanding losses and loss adjustment expenses prior to 2012, net of reinsurance ( 6 claims outstanding)
$ 927
Outstanding losses and loss adjustment expenses assumed from involuntary workers’ compensation pools $ 3,941
Total outstanding losses and loss adjustment expenses, net of reinsurance $ 31,178
Specialty Admitted — Fronting and Programs
Incurred losses and loss adjustment expenses, net of reinsurance (in thousands)
Accident Year 2013 2014 2015 2016 2017 2018 2019 2020 2021
2013 $ 104 $ 80 $ 52 $ 52 $ 52 $ 52 $ 52 $ 52 $ 52
2014 3,460 3,468 3,818 3,425 3,228 3,083 3,081 3,068
2015 7,136 9,632 9,358 8,974 8,384 8,444 8,436
2016 11,542 15,670 14,682 15,522 14,468 15,090
2017 21,229 24,271 25,201 24,728 25,097
2018 21,758 20,677 19,822 20,158
2019 18,832 19,020 19,991
2020 25,433 28,131
2021 39,999
Total $ 160,022
F-29
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Cumulative paid losses and loss adjustment expenses, net of reinsurance (in thousands)
Accident Year 2013 2014 2015 2016 2017 2018 2019 2020 2021
2013 $ 28 $ 52 $ 52 $ 52 $ 52 $ 52 $ 52 $ 52 $ 52
2014 883 1,687 2,369 2,728 2,854 2,916 2,917 2,926
2015 2,058 4,666 6,165 6,919 7,329 7,654 7,728
2016 1,894 5,123 6,888 10,732 10,896 11,711
2017 1,223 6,682 13,065 15,854 18,219
2018 885 4,972 10,495 12,631
2019 4,358 5,125 9,958
2020 5,375 15,678
2021 8,347
Total $ 87,250
All outstanding losses and loss adjustment expenses, net of reinsurance $ 72,772
Outstanding losses and loss adjustment expenses, assumed from involuntary pools $ 781
Total outstanding losses and loss adjustment expenses, net of reinsurance $ 73,553
Casualty Reinsurance
Incurred losses and loss adjustment expenses, net of reinsurance (in thousands)
Accident Year 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
2012 $ 148,251 $ 132,388 $ 131,281 $ 135,594 $ 136,813 $ 139,978 $ 143,305 $ 146,045 $ 147,413 $ 148,103
2013 133,230 130,361 131,352 134,446 137,801 143,124 146,760 149,682 153,622
2014 118,881 115,927 114,636 116,981 121,200 126,160 130,822 139,208
2015 119,157 108,870 108,699 109,117 114,517 120,185 133,790
2016 112,759 105,533 103,544 108,222 114,979 132,058
2017 134,628 128,472 129,800 138,831 176,828
2018 121,529 119,098 125,715 163,957
2019 86,022 85,549 100,895
2020 80,374 81,800
2021 82,610
Total $ 1,312,871
F-30
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Cumulative paid losses and loss adjustment expenses, net of reinsurance (in thousands)
Accident Year 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
2012 $ 73,124 $ 81,859 $ 97,215 $ 113,943 $ 121,026 $ 128,567 $ 133,606 $ 137,430 $ 139,719 $ 141,563
2013 59,756 75,094 93,902 108,396 119,256 127,732 134,644 139,250 142,824
2014 41,421 58,601 76,302 89,899 101,366 110,374 117,971 125,444
2015 40,021 53,986 68,002 80,208 90,661 100,548 110,692
2016 36,268 50,905 65,409 78,145 90,356 104,115
2017 47,739 72,891 90,117 106,942 126,747
2018 30,903 50,274 69,123 90,054
2019 12,646 25,453 37,488
2020 5,589 15,270
2021 2,082
Total $ 896,279
All outstanding losses and loss adjustment expenses prior to 2012, net of reinsurance $ 8,402
Total outstanding losses and loss adjustment expenses, net of reinsurance $ 424,994
The reconciliation of the net incurred and paid claims development tables to the reserve for losses and loss adjustment expenses in the consolidated balance sheet at December 31, 2021 is as follows (in thousands):
E&S – excluding commercial auto $ 800,632
E&S – commercial auto 68,857
Specialty Admitted – individual risk workers’ compensation 31,178
Specialty Admitted – fronting and programs 73,553
Casualty Reinsurance 424,994
Net reserve for losses and loss adjustment expenses 1,399,214
Reinsurance recoverables on unpaid losses (gross of $ 631,000 allowance for credit losses on reinsurance recoverables)
1,349,259
Gross reserve for losses and loss adjustment expenses $ 2,748,473
The following is unaudited supplementary information about average annual percentage payouts of incurred claims by age, net of reinsurance, as of December 31, 2021.
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10
E&S – excluding commercial auto 8.7 % 15.1 % 17.1 % 18.2 % 14.7 % 8.4 % 5.3 % 4.1 % 2.3 % 1.8 %
E&S – commercial auto 17.7 % 35.0 % 17.9 % 13.9 % 8.4 % 3.2 % 1.1 % 0.6 % 2.1 %
Specialty Admitted – individual risk workers’ compensation
27.8 % 31.3 % 15.2 % 8.7 % 6.5 % 3.4 % 2.2 % 1.1 % 1.2 % 0.9 %
Specialty Admitted – fronting and programs
17.8 % 22.3 % 21.2 % 14.1 % 9.3 % 6.0 % 4.7 % 2.3 % 2.3 %
Casualty Reinsurance 13.2 % 9.7 % 7.7 % 7.0 % 7.5 % 7.4 % 7.4 % 7.0 % 6.8 % 6.1 %
In determining the cumulative number of reported claims, the Company measures claim counts by individual claimant for individual risk workers’ compensation policies in the Specialty Admitted Insurance segment. In the Excess and Surplus Lines insurance segment and for fronting and programs in the Specialty Admitted Insurance segment, the Company measures claim counts by claim event. The claim counts include all claims reported, even if the Company does not establish a liability for the claim (i.e. reserve for loss and loss adjustment expenses).
The Casualty Reinsurance segment typically assumes written premium under quota share arrangements. The Company typically does not have direct access to claim frequency information underlying its assumed quota share arrangements given the nature of that business. In addition, multiple claims are often aggregated by the ceding company before being reported to the Company. We do not use claim frequency information in the Casualty Reinsurance segment in the determination of loss
F-31
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
reserves or for other internal purposes. Based on these considerations, the Company does not believe providing claims frequency information is practicable as it relates to the Casualty Reinsurance segment.
The table below provides information on IBNR liabilities and claims frequency for: (1) the Excess and Surplus Lines segment split between commercial auto and all non commercial auto, and (2) the Specialty Admitted Insurance segment split between individual risk workers’ compensation and fronting and programs:
Excess and Surplus Lines — Excluding Commercial Auto
Accident Year Incurred Losses
and Loss Adj
Expenses IBNR Cumulative # of
Reported Claims
($ in thousands)
2012 $ 108,336 $ 1,449 1,868
2013 83,594 2,624 2,510
2014 90,944 4,040 2,225
2015 114,398 5,543 2,636
2016 132,235 10,541 3,102
2017 128,674 14,307 3,197
2018 150,687 31,961 4,465
2019 189,671 77,244 5,417
2020 211,732 128,364 4,442
2021 304,435 252,419 2,964
Excess and Surplus Lines — Commercial Auto
Accident Year Incurred Losses
and Loss Adj
Expenses IBNR Cumulative # of
Reported Claims
($ in thousands)
2013 $ 1,277 $ 2 54
2014 20,013 266 7,764
2015 38,046 741 41,770
2016 164,399 4,895 89,117
2017 355,713 9,690 134,150
2018 349,067 22,594 97,334
2019 339,771 54,011 71,428
2020 10,899 3,442 594
2021 21,154 14,481 699
F-32
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Specialty Admitted - Individual Risk Workers’ Compensation
Accident Year Incurred Losses
and Loss Adj
Expenses IBNR Cumulative # of
Reported Claims
($ in thousands)
2012 $ 27,386 $ 247 1,323
2013 10,573 237 540
2014 12,685 319 851
2015 16,468 391 975
2016 13,069 585 836
2017 16,606 1,283 1,093
2018 14,200 2,253 1,238
2019 20,631 3,057 1,552
2020 22,240 3,890 1,367
2021 14,519 2,845 1,238
Specialty Admitted — Fronting and Programs
Accident Year Incurred Losses
and Loss Adj
Expenses IBNR Cumulative # of
Reported Claims
($ in thousands)
2013 $ 52 $ — 22
2014 3,068 134 858
2015 8,436 502 1,361
2016 15,090 2,241 2,816
2017 25,097 4,630 6,788
2018 20,158 4,000 7,360
2019 19,991 5,316 8,084
2020 28,131 5,843 8,680
2021 39,999 22,373 8,253
The table below provides information on IBNR liabilities for the Casualty Reinsurance segment:
Accident Year Incurred Losses
and Loss Adj
Expenses IBNR
($ in thousands)
2012 $ 148,103 $ 906
2013 153,622 2,566
2014 139,208 5,712
2015 133,790 9,817
2016 132,058 14,766
2017 176,828 33,463
2018 163,957 42,942
2019 100,895 49,980
2020 81,800 94,855
2021 82,610 24,450
The Company has not provided insurance coverage that could reasonably be expected to produce material levels of asbestos claims activity. In addition, management does not believe that the Company is exposed to environmental liability claims other than those which it has specifically underwritten and priced as an environmental exposure.
F-33
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
8. Reinsurance
The Company remains liable to policyholders if its reinsurers are unable to meet their contractual obligations under applicable reinsurance agreements. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. The Company’s reinsurance contracts generally require reinsurers that are not authorized as reinsurers under U.S. state insurance regulations or that experience rating downgrades from rating agencies below specified levels to fund their share of the Company’s ceded outstanding losses and loss adjustment expense reserves, typically through the use of irrevocable and unconditional letters of credit. In fronting arrangements, which the Company conducts through its Specialty Admitted Insurance segment, the Company is subject to credit risk with regard to insurance companies who act as reinsurers for the Company in such arrangements. The Company customarily requires a collateral trust arrangement to secure the obligations of the insurance entity for whom it is fronting.
At December 31, 2021, the Company had reinsurance recoverables on unpaid losses of $ 1,348.6 million and reinsurance recoverables on paid losses of $ 82.2 million. All material reinsurance recoverables are from companies with A.M. Best Company ratings of “A-” (Excellent) or better, or are collateralized by the reinsurer for our benefit through letters of credit or trust agreements, or represent recoverables from a state residual market for automobile insurance.
At December 31, 2021, reinsurance recoverables on unpaid losses from the Company’s three largest reinsurers were $ 325.0 million, $ 256.5 million, and $ 125.4 million, representing 52.4 % of the total balance.
At December 31, 2021, prepaid reinsurance premiums ceded to three reinsurers totaled $ 80.7 million, $ 43.2 million, and $ 19.8 million, representing 49.3 % of the total balance.
Premiums written, premiums earned, and losses and loss adjustment expenses incurred are summarized as follows:
Year Ended December 31,
2021 2020 2019
(in thousands)
Written premiums:
Direct $ 1,322,034 $ 1,103,994 $ 1,305,948
Assumed 185,265 153,006 164,787
Ceded ( 762,919 ) ( 609,226 ) ( 574,585 )
Net $ 744,380 $ 647,774 $ 896,150
Earned premiums:
Direct $ 1,255,875 $ 1,005,138 $ 1,182,501
Assumed 154,243 145,867 150,330
Ceded ( 714,524 ) ( 544,199 ) ( 509,085 )
Net $ 695,594 $ 606,806 $ 823,746
Losses and loss adjustment expenses:
Direct $ 1,117,673 $ 709,545 $ 953,548
Assumed 232,240 125,096 113,843
Ceded ( 557,561 ) ( 356,096 ) ( 395,289 )
Net $ 792,352 $ 478,545 $ 672,102
9. Senior Debt
The Company has a $ 315.0 million senior revolving credit facility (as amended or amended and restated, the "2013 Facility”). The 2013 Facility is comprised of the following at December 31, 2021:
• A $ 102.5 million secured revolving facility utilized by JRG Re to issue letters of credit for the benefit of third-party reinsureds. This portion of our credit facility is secured by our investment securities. At December 31, 2021, the Company had $ 34.3 million of letters of credit issued under the secured facility.
F-34
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
• A $ 212.5 million unsecured revolving facility to meet the working capital needs of the Company. All unpaid principal on the revolver is due at maturity. Interest accrues quarterly and is payable in arrears at LIBOR plus a margin ( 1.625 % at December 31, 2021), which is subject to change according to terms in the credit agreement. At December 31, 2021 and 2020, the Company had a drawn balance of $ 185.8 million outstanding on the unsecured revolver. In 2020, we borrowed an additional $ 52.5 million to support our growth and for general corporate purposes.
James River Group Holdings, Ltd. and JRG Re are borrowers on the 2013 Facility. The 2013 Facility has been amended from time to time since its inception in 2013. On November 8, 2019, the Company entered into a Second Amended and Restated Credit Agreement for the 2013 Facility which, among other things, extended the maturity date of the 2013 Facility until November 8, 2024, increased the amount available under the unsecured revolving credit facility to $ 212.5 million, lowered the applicable interest rate and letter of credit fees, and modified certain negative covenants to be less restrictive.
A subsidiary of the Bank Holding Company is one of the lenders for the 2013 Facility, with a $ 36.0 million commitment allocation on the total $ 315.0 million 2013 Facility.
The 2013 Facility contains certain financial and other covenants (including minimum net worth, maximum ratio of total adjusted debt outstanding to total capitalization, and financial strength ratings) with which the Company was in compliance, at December 31, 2021.
On August 2, 2017, the Company and its wholly-owned subsidiary, JRG Re, together as borrowers, entered into a credit agreement (the "2017 Facility") that provides the Company with a revolving line of credit of up to $ 100.0 million, which may be used for loans and letters of credit made or issued, at the borrowers' option, on a secured or unsecured basis. The loans and letters of credit made or issued under the revolving line of credit may be used to finance the Borrowers’ general corporate purposes. On November 8, 2019, the Company entered into a First Amendment to Credit Agreement which, among other things, lowered the applicable interest rate and modified certain negative covenants to be less restrictive. Obligations under the 2017 Facility carry a variable rate of interest subject to terms in the credit agreement (LIBOR plus a margin of 1.625 % at December 31, 2021) and will mature 30 days after notice of termination from the lender. Interest accrues quarterly and is payable in arrears at variable rates which are subject to change according to terms in the credit agreement. At December 31, 2021, unsecured loans of $ 61.5 million and secured letters of credit totaling $ 20.5 million were outstanding under the facility. During 2020, we borrowed an additional $ 51.5 million in unsecured loans to support our growth and for general corporate purposes.
In order to secure borrowings and letters of credit made or issued under the secured portion of the revolving line of credit, JRG Re entered into a pledge and security agreement on August 2, 2017 with the lender, pursuant to which JRG Re will pledge certain investment securities. In the event the Company elects to pledge investment securities as collateral for the secured portion of the revolving credit facility, the Company will enter into a similar pledge and security agreement.
The lender under the credit agreement and its affiliate is a joint bookrunner and joint lead arranger under the Company’s Second Amended and Restated Credit Agreement dated as of November 8, 2019, as amended, and its affiliate was also an underwriter in the December 2014 initial public offering of the Company’s common shares.
The 2017 Facility contains certain financial and other covenants which we are in compliance with at December 31, 2021.
On May 26, 2004, James River Group issued $ 15.0 million of unsecured, floating rate senior debentures (the “Senior Debt”), due April 29, 2034 unless accelerated earlier, through an indenture. The Senior Debt is not redeemable by the holder and is not subject to sinking fund requirements. Interest accrues quarterly and is payable in arrears at a per annum rate of the three-month LIBOR on the Determination Date (as defined in the indenture) plus 3.85 %. The Senior Debt is redeemable prior to its stated maturity in whole or in part, at the option of James River Group.
The terms of the indenture generally provide that so long as the Senior Debt is outstanding, neither James River Group nor any of its subsidiaries may:
• assume or permit to exist any indebtedness that is secured by any encumbrance on the capital stock of James River Group or any of its subsidiaries which is senior to the Senior Debt; or
• issue, sell, transfer or otherwise dispose of any shares of, securities convertible into, or warrants, rights or options to subscribe for or purchase shares of, capital stock of any subsidiary.
The terms of the Senior Debt contain certain covenants, with which we are in compliance at December 31, 2021, and which, among other things, restrict our ability to assume senior indebtedness secured by our U.S. holding company's common stock or its subsidiaries' capital stock or to issue shares of its subsidiaries' capital stock.
F-35
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Interest payable is included in “accrued expenses” in the accompanying consolidated balance sheets.
10. Junior Subordinated Debt
The Company issued trust preferred securities (“Trust Preferred Securities”) through James River Capital Trust I, James River Capital Trust II, James River Capital Trust III, James River Capital Trust IV, and Franklin Holdings II (Bermuda) Capital Trust I, (each, a “Trust”; collectively, the “Trusts”). These Delaware statutory trusts are sponsored and wholly-owned by the Company. Each Trust was created solely for the purpose of issuing the Trust Preferred Securities.
Each Trust used proceeds from the sale of its Trust Preferred Securities to purchase the Company’s floating rate junior subordinated debentures (the “Junior Subordinated Debt”) issued to the Trust under an indenture (each, an “Indenture”; collectively, the “Indentures”). The Junior Subordinated Debt is the sole asset of each Trust, and the Trust Preferred Securities are the sole liabilities of each Trust. The Company purchased all of the outstanding common stock of the Trusts, and the investment in the Trusts is included in “other assets” in the accompanying consolidated balance sheets.
The following table summarizes the nature and terms of the junior subordinated debt and trust preferred securities outstanding at December 31, 2021 (including the Company’s repurchases of a portion of these trust preferred securities):
James River
Capital
Trust I James River
Capital
Trust II James River
Capital
Trust III James River
Capital
Trust IV Franklin
Holdings II
(Bermuda)
Capital
Trust I
($ in thousands)
Issue date May 26,
2004 December 15,
2004 June 15,
2006 December 11,
2007 January 10,
2008
Principal amount of Trust Preferred Securities $ 7,000 $ 15,000 $ 20,000 $ 54,000 $ 30,000
Principal amount of Junior Subordinated Debt $ 7,217 $ 15,464 $ 20,619 $ 55,670 $ 30,928
Carrying amount of Junior Subordinated Debt net of repurchases $ 7,217 $ 15,464 $ 20,619 $ 44,827 $ 15,928
Maturity date of Junior Subordinated Debt, unless accelerated earlier May 24,
2034 December 15,
2034 June 15,
2036 December 15,
2037 March 15,
2038
Trust common stock $ 217 $ 464 $ 619 $ 1,670 $ 928
Interest rate, per annum Three-Month LIBOR plus 4.0 %
Three-Month LIBOR plus 3.4 %
Three-Month LIBOR plus 3.0 %
Three-Month LIBOR plus 3.1 %
Three-Month LIBOR plus 4.0 %
All of the Junior Subordinated Debt is currently redeemable at 100.0 % of the unpaid principal amount at the Company’s option. Interest on the Trust Preferred Securities and interest paid to the Trusts on the Junior Subordinated Debt is payable quarterly in arrears at a per annum rate as described in the table above. The Company has the right to defer interest payments on the Junior Subordinated Debt for up to five years without triggering an event of default.
The Trust Preferred Securities are subject to mandatory redemption in a like amount (a) upon repayment of all of the Junior Subordinated Debt on the stated maturity date, (b) contemporaneously with the optional prepayment of all of the Junior Subordinated Debt in conjunction with a special event (as defined), and (c) five years or more after the issue date, contemporaneously with the optional prepayment, in whole or in part, of the Junior Subordinated Debt. The Indentures contain certain covenants which the Company is in compliance with as of December 31, 2021.
Interest payable is included in “accrued expenses” on the accompanying consolidated balance sheets.
11. Capital Stock
The Company’s authorized share capital consists of 200,000,000 common shares, par value $ 0.0002 per share ( 37,373,066 shares issued and outstanding at December 31, 2021) and 20,000,000 undesignated preferred shares, par value $ 0.00125 per share ( no shares issued or outstanding at December 31, 2021).
On May 10, 2021, the Company closed the offering and public sale (the “Offering”) of an aggregate of 6,497,500 of the Company’s common shares at a public offering price of $ 31.00 per share. The Company received net proceeds (before expenses) from the Offering of $ 192.1 million, which were used for general corporate purposes. The common shares were offered and sold pursuant to an underwriting agreement entered into by the Company, Barclays Capital, Inc., and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named therein.
F-36
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
The Company also issued 226,305 common shares in 2021 related to outstanding equity incentive plan awards. Of the new shares issued, 93,446 were related to employee stock option exercises and 132,859 were related to vesting of restricted share units (“RSUs”).
As a result of the Offering and the issuances related to equity incentive plan awards, the total common shares outstanding increased from 30,649,261 at December 31, 2020 to 37,373,066 at December 31, 2021.
In 2020, the Company issued 224,870 shares related to outstanding equity incentive plan awards, increasing the number of common shares outstanding from 30,424,391 at December 31, 2019 to 30,649,261 at December 31, 2020. Of the new shares issued, 113,346 were related to employee stock option exercises and 111,524 were related to vesting of restricted share units (“RSUs”).
The Company has 4,321,150 common shares reserved for future issuance upon exercise or vesting of equity awards, as applicable.
The Board of Directors declared the following cash dividends in 2021, 2020, and 2019:
Date of
Declaration Dividend per
Common Share Payable to Shareholders
of Record on Payment Date Total Amount (thousands)
2021
February 24, 2021 $ 0.30 March 15, 2021 March 31, 2021 $ 9,345
April 27, 2021 $ 0.30 June 14, 2021 June 30, 2021 $ 11,291
July 27, 2021 $ 0.30 September 13, 2021 September 30, 2021 $ 11,282
October 26, 2021 $ 0.30 December 13, 2021 December 31, 2021 $ 11,292
Total $ 1.20 $ 43,210
2020
February 19, 2020 $ 0.30 March 16, 2020 March 31, 2020 $ 9,269
April 28, 2020 $ 0.30 June 15, 2020 June 30, 2020 $ 9,271
July 28, 2020 $ 0.30 September 14, 2020 September 30, 2020 $ 9,292
October 27, 2020 $ 0.30 December 14, 2020 December 31, 2020 $ 9,305
Total $ 1.20 $ 37,137
2019
February 20, 2019 $ 0.30 March 11, 2019 March 29, 2019 $ 9,146
April 30, 2019 $ 0.30 June 10, 2019 June 28, 2019 $ 9,205
July 30, 2019 $ 0.30 September 16, 2019 September 30, 2019 $ 9,231
November 5, 2019 $ 0.30 December 16, 2019 December 31, 2019 $ 9,229
Total $ 1.20 $ 36,811
Included in the dividends are $ 404,000 , $ 449,000 and $ 433,000 of dividend equivalents on RSUs, of which $ 518,000 , $ 663,000 and $ 623,000 were payable as of December 31, 2021, 2020, and 2019, respectively.
12. Equity Awards
Equity Incentive Plans
The Company’s shareholders have approved various equity incentive plans, including the Amended and Restated 2009 Equity Incentive Plan (the “Legacy Plan”), the 2014 Long Term Incentive Plan (“2014 LTIP”), and the 2014 Non-Employee Director Incentive Plan (“2014 Director Plan”) (collectively, the “Plans”). All awards issued under the Plans are issued at the discretion of the Board of Directors. Under the Legacy Plan, employees received non-qualified stock options. There are no options outstanding under the Legacy Plan as of December 31, 2021 and no additional awards may be granted.
Employees are eligible to receive non-qualified stock options, incentive stock options, share appreciation rights, performance shares, restricted shares, RSUs, and other awards under the 2014 LTIP. The maximum number of shares available for issuance under the 2014 LTIP is 4,171,150 , and at December 31, 2021, 1,326,456 shares are available for grant.
F-37
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Non-employee directors of the Company are eligible to receive non-qualified stock options, share appreciation rights, performance shares, restricted shares, RSUs, and other awards under the 2014 Director Plan. At the 2019 Annual General Meeting of Shareholders of the Company held on April 30, 2019, the Company's shareholders approved an amendment to the 2014 Director Plan. The Board of Directors of the Company had previously approved the amendment. The amendment increased the number of the Company's common shares authorized for issuance under the 2014 Director Plan by 100,000 shares. The maximum number of shares available for issuance under the 2014 Director Plan is 150,000 , and at December 31, 2021, 94,781 shares are available for grant.
Generally, awards issued under the 2014 LTIP and 2014 Director Plan vest immediately in the event that an award recipient is terminated without Cause (as defined), and in the case of the 2014 LTIP for Good Reason (as defined), at any time following a Change in Control (as defined in the applicable plans).
Options
The following table summarizes the option activity:
Year Ended December 31,
2021 2020 2019
Shares Weighted-
Average
Exercise
Price Shares Weighted-
Average
Exercise
Price Shares Weighted-
Average
Exercise
Price
Outstanding:
Beginning of year 463,324 $ 32.25 643,851 $ 30.41 1,115,324 $ 29.02
Granted — $ — — $ — — $ —
Exercised ( 126,798 ) $ 22.26 ( 180,527 ) $ 25.70 ( 459,415 ) $ 26.87
Forfeited ( 48,552 ) $ 40.42 — $ — ( 12,058 ) $ 36.84
End of year 287,974 $ 35.26 463,324 $ 32.25 643,851 $ 30.41
Exercisable, end of year 287,974 $ 35.26 463,324 $ 32.25 590,340 $ 29.34
All of the outstanding options vested over three years and have a contractual life of seven years from the original date of grant. All of the outstanding options have an exercise price equal to the fair value of the underlying shares at the date of grant.
The intrinsic value of each option is determined based on the difference between the fair value of the underlying share and the exercise price of the underlying option. The total intrinsic value of options exercised during 2021, 2020 and 2019 was $ 1.3 million, $ 3.8 million and $ 8.2 million, respectively. The aggregate intrinsic value of options outstanding at December 31, 2021, 2020 and 2019 was $ 0 , $ 7.8 million and $ 7.1 million, respectively. The aggregate intrinsic value of options exercisable at December 31, 2021, 2020 and 2019 was $ 0 , $ 7.8 million and $ 7.1 million, respectively. The fair value used for calculating intrinsic values was $ 28.81 , $ 49.15 and $ 41.21 at December 31, 2021, 2020 and 2019, respectively.
The weighted-average remaining contractual life of the options outstanding and exercisable at December 31, 2021 is 1.4 years. There were no options granted in 2021, 2020, or 2019. The value of the options granted was estimated at the date of grant using the Black-Scholes-Merton option pricing model.
F-38
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
RSUs
The following table summarizes RSU activity:
Year Ended December 31,
2021 2020 2019
Shares Weighted-
Average
Grant Date
Fair Value Shares Weighted-
Average
Grant Date
Fair Value Shares Weighted-
Average
Grant Date
Fair Value
Unvested, beginning of year 399,856 $ 43.59 340,368 $ 41.50 300,142 $ 39.22
Granted 161,971 $ 47.82 272,608 $ 45.11 197,078 $ 42.56
Vested ( 194,157 ) $ 42.74 ( 165,344 ) $ 41.49 ( 134,407 ) $ 37.99
Forfeited ( 75,535 ) $ 45.98 ( 47,776 ) $ 44.57 ( 22,445 ) $ 41.32
Unvested, end of year 292,135 $ 45.89 399,856 $ 43.59 340,368 $ 41.50
The vesting period of RSUs granted to employees have ranged from one to five years and vest ratably over the respective vesting period, with the majority vesting in three years . All RSUs granted to date to non-employee directors had a one year vesting period. The total fair value of shares vested in 2021, 2020 and 2019 was $ 9.1 million, $ 7.2 million and $ 5.3 million, respectively. The holders of RSUs are entitled to dividend equivalents. The dividend equivalents are settled in cash at the same time that the underlying RSUs vest and are subject to the same risk of forfeiture as the underlying shares. The fair value of the RSUs granted is based on the market price of the underlying shares.
Compensation Expense
Share based compensation expense is recognized on a straight line basis over the vesting period. The amount of expense and related tax benefit is summarized below:
Year Ended December 31,
2021 2020 2019
(in thousands)
Share based compensation expense $ 6,658 $ 7,625 $ 7,178
U.S. tax benefit on share based compensation expense $ 1,206 $ 1,001 $ 872
As of December 31, 2021, the Company had $ 8.7 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 1.8 years.
13. Income Taxes
Under current Bermuda law, James River Group Holdings, Ltd. and its Bermuda based subsidiaries, JRG Re and Carolina Re, are not required to pay any Bermuda taxes on their income or capital gains. Those companies have received an undertaking from the Minister of Finance in Bermuda that, in the event of any taxes being imposed, the Company will be exempt from taxation in Bermuda until March 2035.
Distributions from the Company’s U.S. subsidiaries to its U.K. intermediate holding company, James River UK, are generally subject to a 5 % dividend withholding tax. No distributions occurred in 2021, 2020 or 2019.
The Company’s U.S. subsidiaries are subject to federal, state and local corporate income taxes, and other taxes applicable to U.S. corporations. In addition, Carolina Re is subject to Federal income taxes as a result of its irrevocable election to be taxed as a U.S. domestic corporation under Section 953(d) of the Code. The Company’s U.S.-domiciled subsidiaries and Carolina Re file a consolidated U.S. federal income tax return.
The Company’s U.S.-based subsidiaries are generally no longer subject to income tax examination by U.S. income tax authorities for the tax years ending before January 1, 2017.
During 2018, the IRS published factors that allowed the Company to adjust its current and deferred tax liabilities based on the provisions of the Tax Act. The Tax Act has specific transition provisions associated with reserve discounting. The initial impact of the proposed regulations in 2018 was an increase to our deferred tax asset for the additional discount as of December 31, 2017 of $ 8.8 million offset by an increase to our deferred tax liability of $ 8.8 million representing the 8 year transition provision required by the Tax Act. During 2018, $ 1.1 million of this transition provision was recognized in our current
F-39
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
provision and adjusted out of our deferred tax liability. The regulations were finalized in 2019, and the remaining reserve adjustment at December 31, 2019 based on these final regulations is $ 5.7 million to be recognized over the next six years at $ 950,000 per year.
The expected income tax provision computed from pre-tax income at the weighted-average tax rate has been calculated as the sum of the pre-tax income in each jurisdiction multiplied by that jurisdiction’s applicable Federal statutory tax rate. Federal statutory tax rates of 0% and 21% have been used in 2021, 2020 and 2019 for Bermuda and the U.S., respectively. The U.S. (loss) income before Federal income taxes was $( 89.3 ) million, $ 25.1 million, and $ 70.7 million for the years ending December 31, 2021, 2020, and 2019, respectively. The Tax Act base-erosion and anti-abuse tax (“BEAT”) provisions impose a minimum tax on applicable taxpayers that make certain payments to related foreign persons. BEAT subjects the modified taxable income of an applicable taxpayer to a specified tax rate (10% in 2021). Modified taxable income is generally calculated by adding back certain payments to related foreign persons to regular taxable income. For the Company, reinsurance premiums paid by the Company’s U.S. insurance subsidiaries to JRG Re, a Bermuda entity that is not a U.S. taxpayer, are added back to regular taxable income in applying the BEAT provisions. A reconciliation of the difference between the Company’s Federal income tax provision on U.S. income and the expected Federal tax provision on U.S. income using the weighted-average tax rate as well as a reconciliation to total tax expense is as follows:
Year Ended December 31,
2021 2020 2019
(in thousands)
Federal income tax (benefit) expense at applicable statutory rates $ ( 18,750 ) $ 5,272 $ 14,843
Tax-exempt investment income ( 278 ) ( 260 ) ( 230 )
Dividends received deduction ( 298 ) ( 283 ) ( 307 )
Excess tax benefits on share based compensation ( 208 ) ( 679 ) ( 1,099 )
Provision to return and amended tax returns ( 3,945 ) — —
Base Erosion and Anti-Abuse Tax — 2,843 —
Other 233 17 99
Federal income tax (benefit) expense $ ( 23,246 ) $ 6,910 $ 13,306
U.S. state income tax expense 11 203 222
Total income tax (benefit) expense $ ( 23,235 ) $ 7,113 $ 13,528
F-40
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
The significant components of net deferred tax assets (liabilities) at the corporate income tax rate of 21% for the years ended December 31, 2021 and 2020 are summarized as follows:
December 31,
2021 2020
(in thousands)
Deferred tax assets:
Accrued compensation expenses $ 2,604 $ 2,308
Reserve for losses and loss adjustment expenses 18,016 14,265
Unearned premiums 10,675 9,753
Share based compensation 1,541 1,427
Allowance for credit losses 2,516 2,130
Property and equipment 144 213
Net operating loss carryforward 15,221 —
Other 7,053 4,810
Total deferred tax assets 57,770 34,906
Deferred tax liabilities:
Intangible assets 7,289 7,324
Net unrealized gains 6,626 12,201
Deferred policy acquisition costs 4,494 4,786
Equity method investments 10,257 8,839
Other 2,674 2,861
Total deferred tax liabilities 31,340 36,011
Net deferred tax assets (liabilities) $ 26,430 $ ( 1,105 )
Deferred income taxes have not been accrued with respect to certain undistributed earnings of foreign subsidiaries. If the earnings were to be distributed, as dividends or otherwise, such amounts may be subject to withholding taxation in the jurisdiction of the paying entity. The Company asserts that U.S. unremitted earnings as of December 31, 2021 will be permanently reinvested in the U.S. and, accordingly, no provision for withholding taxes arising in respect to U.S. unremitted earnings has been made.
The company is considered a mixed company for net operating loss carryforward rules. A 20-year carryforward without an annual income limitation is applicable for insurance companies. The carryforward period for non-insurance companies is unlimited but limited to 80% of the current year taxable income.
The Company had no reserve for future tax contingencies or liabilities (“unrecognized tax benefits”) at December 31, 2021 or 2020.
The U.S. imposes a 1 % excise tax on reinsurance premiums paid to non-U.S. reinsurers with respect to risks located in the U.S. The rates of tax are established based on the nature of the risk, unless reduced by an applicable U.S. tax treaty. For the years ended December 31, 2021, 2020, and 2019, the Company paid $ 338,000 , $ 468,000 , and $ 586,000 , respectively, of federal excise taxes on its intercompany reinsurance transactions. The Company also paid excise taxes of $ 1.5 million, $ 1.2 million, and $ 1.5 million for the years ended December 31, 2021, 2020, and 2019, respectively, on written premiums assumed from third-party insurers with respect to risks located in the U.S. These excise taxes are reflected as “other operating expenses” in the Company’s consolidated income statements.
F-41
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
14. Other Operating Expenses and Other Expenses
Other operating expenses consist of the following:
Year Ended December 31,
2021 2020 2019
(in thousands)
Amortization of policy acquisition costs $ 69,663 $ 75,578 $ 83,893
Other underwriting expenses of the insurance segments 67,420 60,502 59,351
Other operating expenses of the Corporate and Other segment 27,609 29,418 27,664
Total $ 164,692 $ 165,498 $ 170,908
Other expenses of $ 2.6 million for the year ended December 31, 2021 primarily consist of legal and other professional fees related to the Company’s May 2021 common share offering, certain legal and professional consulting fees related to various strategic initiatives, and employee severance costs. Other expenses of $ 2.1 million and $ 1.1 million for the years ended December 31, 2020 and 2019, respectively, primarily consist of employee severance costs.
15. Employee Benefits
The Company and its subsidiaries offer savings plans (the “Savings Plans”) which qualify under Section 401(k) of the U.S. Internal Revenue Code. Participants may contribute certain percentages of their pre-tax salary to the Savings Plans subject to statutory limitations. The Company and its subsidiaries match employee contributions at various rates up to a maximum contribution of 6.0 % of the participant’s earnings subject to certain statutory limits. For the years ended December 31, 2021, 2020, and 2019, the expense associated with the Savings Plans totaled $ 3.4 million, $ 3.5 million, and $ 3.2 million, respectively.
16. Commitments and Contingent Liabilities
The Company is involved in various legal proceedings, including commercial matters and litigation regarding insurance claims arising in the ordinary course of business as well as an alleged class action lawsuit. In addition, the Company is involved from time to time in legal actions which seek extra-contractual damages, punitive damages or penalties, including claims alleging bad faith in the handling of insurance claims. The Company believes that the outcome of such matters, individually and in the aggregate, is not reasonably likely to have a material adverse effect on its consolidated financial position, results of operations or cash flows.
On July 9, 2021 a purported class action lawsuit was filed in the U.S. District Court, Eastern District of Virginia (the "Court") by Employees' Retirement Fund of the City of Fort Worth against James River Group Holdings, Ltd. and certain of its present and former officers (together, "Defendants"). On September 22, 2021, the Court entered an order appointing Employees' Retirement Fund of the City of Fort Worth and the City of Miami General Employees' and Sanitation Employees' Retirement Trust as co-lead plaintiffs (together, "Plaintiffs"). Plaintiffs' consolidated amended complaint was filed on November 19, 2021 (the "Amended Complaint"), which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of persons and entities that purchased the Company's stock between February 22, 2019 and October 25, 2021. The Amended Complaint alleges that Defendants failed to make appropriate disclosures concerning the adequacy of reserves for policies that covered Rasier LLC, a subsidiary of Uber Technologies, Inc., and seeks unspecified damages, costs, attorneys’ fees and such other relief as the court may deem proper. The Defendants filed a motion to dismiss on January 18, 2022. Plaintiffs' response to the motion to dismiss is due to be filed on March 4, 2022.
For a description of the potential future impacts of COVID-19 on the Company, see the “The global coronavirus outbreak could harm business and results of operations of the Company” risk factor in Part I—Item IA in this Annual Report.
The Company’s reinsurance subsidiary, JRG Re, entered into three letter of credit facilities with banks as security to third-party reinsureds on reinsurance assumed by JRG Re. JRG Re has established custodial accounts to secure these letters of credit. Under a $ 30.0 million facility, $ 5.9 million of letters of credit were issued through December 31, 2021 which were secured by deposits of $ 9.6 million. Under the 2013 Facility, $ 34.3 million of letters of credit were issued through December 31, 2021 which were secured by deposits of $ 53.2 million. Under the 2017 Facility, $ 20.5 million of letters of credit were issued through December 31, 2021 which were secured by deposits of $ 33.1 million. JRG Re has also established trust accounts to secure its obligations to selected reinsureds. The total amount deposited in the trust accounts for the benefit of third-party reinsureds was $ 382.4 million at December 31, 2021.
F-42
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book
James River previously issued a set of commercial auto insurance contracts to Rasier (the “Rasier Commercial Auto Policies”) under which James River pays losses and loss adjustment expenses on the contracts. James River has indemnity agreements with Rasier (non-insurance entities) (collectively, the “Indemnity Agreements”) and is contractually entitled to reimbursement for the portion of the losses and loss adjustment expenses paid on behalf of Rasier under the Rasier Commercial Auto Policies and other expenses incurred by James River. On September 27, 2021, James River entered into a loss portfolio transfer reinsurance agreement (the “LPT Agreement”) with Aleka to reinsure substantially all of the Rasier Commercial Auto Policies for which James River is not otherwise indemnified by Rasier under the Indemnity Agreements. Under the terms of the LPT Agreement, effective as of July 1, 2021, James River ceded to Aleka approximately $ 345.1 million of commercial auto liabilities relating to Rasier Commercial Auto Policies written in the years 2013-2019, which amount constituted the reinsurance premium.
Each of Rasier and Aleka are required to post collateral under the Indemnity Agreements and the LPT Agreement, respectively:
• Pursuant to the Indemnity Agreements, Rasier is required to post collateral for the amounts that are recoverable or may be recoverable under the indemnity agreements, including, among other things, case loss and loss adjustment expense reserves, IBNR loss and loss adjustment expense reserves, extra contractual obligations and excess policy limits liabilities. The collateral is provided through a collateral trust arrangement (the “Indemnity Trust”) in favor of James River by Aleka. In connection with the execution of the LPT Agreement, James River returned $ 691.3 million to the Indemnity Trust, representing the remaining balance of the amount withdrawn in October 2019, as was permitted under the indemnification agreements with Rasier and the associated trust agreement. At December 31, 2021, the balance in the Indemnity Trust was $ 584.6 million, and, together with the balance of the Loss Fund Trust (as defined below) attributable to the Indemnity Agreements as described below, the total balance of collateral securing Rasier’s obligations under the Indemnity Agreements was $ 653.7 million.
• Pursuant to the LPT Agreement, Aleka is required to post collateral equal to 102 % of James River's estimate of Aleka's obligations under the LPT Agreement, calculated in accordance with statutory accounting principles. The collateral is provided through a collateral trust arrangement (the “LPT Trust”) established in favor of James River by Aleka. At December 31, 2021, the balance in the LPT Trust was $ 251.7 million, and, together with the balance of the Loss Fund Trust (as defined below) attributable to the LPT Agreement as described below, the total balance of collateral securing Aleka’s obligations under the LPT Agreement was $ 279.9 million. At December 31, 2021, the total reinsurance recoverables under the LPT Agreement was $ 272.3 million (including $ 256.5 million of unpaid recoverables and $ 15.9 million of paid recoverables).
In connection with the execution of the LPT Agreement, James River and Aleka entered into an administrative services agreement (the “Administrative Services Agreement”) with a third party claims administrator (the “Administrator”) pursuant to which the Administrator handles the claims on the Rasier Commercial Auto Policies for the remaining life of those claims. The claims paid by the Administrator are reimbursable by James River, and pursuant to the Administrative Services Agreement, James River established a loss fund trust account for the benefit of the Administrator (the “Loss Fund Trust”) to collateralize its claims payment reimbursement obligations. James River funds the Loss Fund Trust using funds withdrawn from the Indemnity Trust, funds withdrawn from the LPT Trust, and its own funds, in each case in an amount equal to the pro rata portion of the required Loss Fund Trust balance attributable to the Indemnity Agreements, the LPT Agreement and James River’s existing third party reinsurance agreements, respectively. At December 31, 2021, the balance in the Loss Fund Trust was $ 102.0 million, including $ 69.2 million representing collateral supporting Rasier’s obligations under the Indemnity Agreements and $ 28.2 million representing collateral supporting Aleka’s obligations under the LPT Agreement. Funds posted to the Loss Fund Trust are classified as restricted cash equivalents on the Company's balance sheet.
While the LPT Agreement brings economic finality to substantially all of the Rasier Commercial Auto Policies, the Company has credit exposure to Rasier and Aleka under the Indemnity Agreements and the LPT Agreement if the estimated losses and expenses of the Rasier Commercial Auto Policies grow at a faster pace than the growth in our collateral balances. In addition, we have credit exposure if our estimates of future losses and loss adjustment expenses and other amounts recoverable under the Indemnity Agreements and the LPT Agreement, which are the basis for establishing the collateral balances, are lower than actual amounts paid or payable. The amount of our credit exposure in any of these instances could be material. To mitigate these risks, we closely and frequently monitor our exposure compared to our collateral held, and we request additional collateral when our analysis indicates that we have uncollateralized exposure.
F-43
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
17. Other Comprehensive (Loss) Income
The following table summarizes the components of other comprehensive (loss) income:
Year Ended December 31,
2021 2020 2019
(in thousands)
Unrealized (losses) gains arising during the period, before U.S. income taxes $ ( 54,132 ) $ 58,704 $ 51,381
U.S. income taxes 6,189 ( 6,967 ) ( 3,510 )
Unrealized (losses) gains arising during the period, net of U.S. income taxes ( 47,943 ) 51,737 47,871
Less reclassification adjustment:
Net realized investment gains 4,924 1,045 1,081
U.S. income taxes ( 946 ) ( 93 ) ( 152 )
Reclassification adjustment for investment gains realized in net income 3,978 952 929
Other comprehensive (loss) income $ ( 51,921 ) $ 50,785 $ 46,942
In addition to the net realized investment gains of $ 4.9 million, $ 1.0 million, and $ 1.1 million on available-for-sale fixed maturity securities for the years ended December 31, 2021, 2020, and 2019, the Company recognized net realized and unrealized investment gains (losses) in the respective years of $ 5.8 million, $( 15.4 ) million, and $( 10.1 ) million on its investments in bank loan participations and $ 4.8 million, $( 1.7 ) million, and $ 6.0 million on its investments in equity securities.
18. Segment Information
The Company has four reportable segments, three of which are separately managed business units and the fourth (“Corporate and Other”) includes the Company’s remaining operations. The Excess and Surplus Lines segment primarily offers commercial excess and surplus lines liability and excess property insurance products. The Specialty Admitted Insurance segment offers workers’ compensation insurance coverage as well as specialty admitted fronting and program business. The Casualty Reinsurance segment offers commercial liability and non-catastrophe property reinsurance to U.S. insurance companies and to the Company’s U.S.-based insurance subsidiaries. The Corporate and Other segment consists of certain management and treasury activities of James River Group, James River UK, and JRG Holdings as well as interest expense associated with senior debt and Junior Subordinated Debt, and investment income from investments classified as other invested assets. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
Segment revenues for each reportable segment consist of net earned premiums, net investment income, and realized and unrealized (losses) gains on investments. Segment profit (loss) for each reportable segment is measured by underwriting profit (loss), which is generally defined as net earned premiums less losses and loss adjustment expenses and other operating expenses of the operating segments. Gross fee income of the Excess and Surplus Lines segment and Specialty Admitted Insurance segment is included in the respective segment’s underwriting (loss) profit. Gross fee income of $ 4.5 million ($ 0.0 million from the Excess and Surplus Lines segment and $ 4.5 million from the Specialty Admitted Insurance segment), $ 3.4 million ($ 1.6 million from the Excess and Surplus Lines segment and $ 1.8 million from the Specialty Admitted Insurance segment) and $ 9.5 million ($ 9.1 million from the Excess and Surplus Lines segment and $ 421,000 from the Specialty Admitted Insurance segment) was included in other income and in underwriting (loss) profit for the years ended December 31, 2021, 2020 and 2019, respectively. Segment results are reported prior to the effects of the intercompany reinsurance agreements between the Company’s insurance and reinsurance subsidiaries. All gross written premiums and net earned premiums for all periods presented were generated from policies issued to U.S. based insureds.
F-44
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Excess and
Surplus Lines Specialty
Admitted
Insurance Casualty
Reinsurance Corporate
and
Other Total
(in thousands)
As of and for the Year Ended
December 31, 2021
Gross written premiums $ 833,657 $ 491,561 $ 182,081 $ — $ 1,507,299
Net earned premiums 486,000 75,371 134,223 — 695,594
Segment revenues 508,829 83,855 179,354 842 772,880
Net investment income 13,811 3,044 39,445 565 56,865
Interest expense — — — 8,922 8,922
Underwriting (loss) profit of operating segments ( 121,478 ) 9,667 ( 117,526 ) — ( 229,337 )
Segment goodwill 181,831 — — — 181,831
Segment assets 1,997,192 1,062,125 1,857,462 31,771 4,948,550
As of and for the Year Ended
December 31, 2020
Gross written premiums $ 699,143 $ 408,691 $ 149,166 $ — $ 1,257,000
Net earned premiums 415,168 57,505 134,133 — 606,806
Segment revenues 429,918 62,790 166,837 9,144 668,689
Net investment income 18,664 3,392 42,554 8,758 73,368
Interest expense — — — 10,033 10,033
Underwriting profit (loss) of operating segments 9,752 4,185 ( 18,364 ) — ( 4,427 )
Segment goodwill 181,831 — — — 181,831
Segment assets 2,208,344 907,604 1,899,328 47,796 5,063,072
As of and for the Year Ended
December 31, 2019
Gross written premiums $ 922,320 $ 387,642 $ 160,773 $ — $ 1,470,735
Net earned premiums 625,528 54,338 143,880 — 823,746
Segment revenues 657,501 61,241 183,700 4,683 907,125
Net investment income 21,358 3,802 46,325 4,167 75,652
Interest expense — — — 10,596 10,596
Underwriting profit (loss) of operating segments 19,157 5,913 ( 7,161 ) — 17,909
Segment goodwill 181,831 — — — 181,831
Segment assets 2,481,934 786,433 1,699,473 56,565 5,024,405
F-45
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
The following table reconciles the underwriting (loss) profit of operating segments by individual segment to income before income taxes:
Year Ended December 31,
2021 2020 2019
(in thousands)
Underwriting (loss) profit of the operating segments:
Excess and Surplus Lines $ ( 121,478 ) $ 9,752 $ 19,157
Specialty Admitted Insurance 9,667 4,185 5,913
Casualty Reinsurance ( 117,526 ) ( 18,364 ) ( 7,161 )
Total underwriting (loss) profit of operating segments ( 229,337 ) ( 4,427 ) 17,909
Other operating expenses of the Corporate and Other segment ( 27,609 ) ( 29,418 ) ( 27,664 )
Underwriting loss ( 256,946 ) ( 33,845 ) ( 9,755 )
Net investment income 56,865 73,368 75,652
Net realized and unrealized gains (losses) on investments 15,564 ( 16,030 ) ( 2,919 )
Other income 353 1,153 1,137
Other expenses ( 2,585 ) ( 2,138 ) ( 1,055 )
Interest expense ( 8,922 ) ( 10,033 ) ( 10,596 )
Amortization of intangible assets ( 363 ) ( 538 ) ( 597 )
(Loss) income before income taxes $ ( 196,034 ) $ 11,937 $ 51,867
The Company currently has 15 underwriting divisions, including 13 in the Excess and Surplus Lines segment, one in the Specialty Admitted Insurance segment, and one in the Casualty Reinsurance segment. Each underwriting division focuses on a specific industry group or coverage.
Gross written premiums by segment and underwriting division are presented below:
Year Ended December 31,
2021 2020 2019
(in thousands)
Excess Casualty $ 285,082 $ 213,037 $ 118,954
General Casualty 140,608 125,433 115,832
Manufacturers and Contractors 139,720 122,880 105,096
Excess Property 47,241 37,332 31,606
Energy 46,216 51,109 45,442
Life Sciences 35,935 35,163 24,462
Commercial Auto 34,630 30,029 405,565
Allied Health 35,192 26,918 26,713
Small Business 32,593 24,790 19,725
Environmental 17,050 17,753 16,539
Professional Liability 8,104 6,881 6,441
Sports and Entertainment 9,442 6,118 4,212
Medical Professionals 1,844 1,700 1,733
Total Excess and Surplus Lines segment 833,657 699,143 922,320
Specialty Admitted Insurance segment 491,561 408,691 387,642
Casualty Reinsurance segment 182,081 149,166 160,773
Total $ 1,507,299 $ 1,257,000 $ 1,470,735
The Company does business with three brokers that generated $ 239.1 million, $ 197.3 million and $ 132.5 million of gross written premiums for the Excess and Surplus Lines segment for the year ended December 31, 2021, representing 15.9 %, 13.1 %
F-46
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
and 8.8 % of consolidated gross written premiums and 28.7 %, 23.7 % and 15.9 % of the Excess and Surplus Lines segment’s gross written premiums, respectively. The Company has agency contracts with various branches within the aforementioned brokers. No other broker generated 10.0% or more of the gross written premiums for the Excess and Surplus Lines segment for the year ended December 31, 2021. No individual insured generated 10.0% or more of the gross written premiums for the Excess and Surplus Lines segment for the year ended December 31, 2021.
The Specialty Admitted Insurance segment accepts applications for insurance from a variety of sources, including independent retail agents, program administrators and managing general agents (“MGAs”). The Company does business with two agencies that generated $ 124.1 million (Atlas General Insurance Services) and $ 89.5 million of gross written premiums for the Specialty Admitted Insurance segment for the year ended December 31, 2021, representing 8.2 % and 5.9 % of the consolidated gross written premiums and 25.2 % and 18.2 % of the Specialty Admitted Insurance segment’s gross written premiums, respectively. No other agency generated 10.0% or more of the gross written premiums for the Specialty Admitted Insurance segment for the year ended December 31, 2021.
The Company does business with three brokers that generated $ 80.1 million, $ 53.9 million, and $ 20.0 million of gross written premiums for the Casualty Reinsurance segment for the year ended December 31, 2021, representing 5.3 %, 3.6 %, and 1.3 % of consolidated gross written premiums and 44.0 %, 29.6 %, and 11.0 % of the Casualty Reinsurance segment’s gross written premiums, respectively. No other broker generated 10.0% or more of the gross written premiums for the Casualty Reinsurance segment for the year ended December 31, 2021. The Casualty Reinsurance segment assumed business from three unaffiliated ceding companies that generated $ 76.6 million, $ 22.9 million, and $ 16.2 million of gross written premiums for the year ended December 31, 2021, representing 5.1 %, 1.5 %, and 1.1 % of consolidated gross written premiums and 42.1 %, 12.6 %, and 8.9 % of the Casualty Reinsurance segment’s gross written premiums, respectively.
19. Fair Value Measurements
Three levels of inputs are used to measure fair value of financial instruments: (1) Level 1: quoted price (unadjusted) in active markets for identical assets, (2) Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument, and (3) Level 3: inputs to the valuation methodology are unobservable for the asset or liability.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.
The fair values of fixed maturity securities, equity securities, and bank loan participations have been determined using fair value prices provided by the Company's investment accounting services provider or investment managers, who utilize internationally recognized independent pricing services. The prices provided by the independent pricing services are generally based on observable market data in active markets ( e.g. broker quotes and prices observed for comparable securities). Values for U.S. Treasury and publicly-traded equity securities are generally based on Level 1 inputs which use the market approach valuation technique. The values for all other fixed maturity securities (including state and municipal securities and obligations of U.S. government corporations and agencies) and bank loan participations generally incorporate significant Level 2 inputs, and in some cases, Level 3 inputs, using the market approach and income approach valuation techniques. There have been no changes in the Company’s use of valuation techniques since December 31, 2019.
The Company reviews fair value prices provided by its outside investment accounting service provider or investment managers for reasonableness by comparing the fair values provided by the managers to those provided by its investment custodian. The Company also reviews and monitors changes in unrealized gains and losses. The Company has not historically adjusted security prices. The Company obtains an understanding of the methods, models and inputs used by the investment managers and independent pricing services, and controls are in place to validate that prices provided represent fair values. The Company’s control process includes, but is not limited to, initial and ongoing evaluation of the methodologies used, a review of specific securities and an assessment for proper classification within the fair value hierarchy, and obtaining and reviewing internal control reports for our investment manager that obtains fair values from independent pricing services.
F-47
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Assets measured at fair value on a recurring basis as of December 31, 2021 are summarized below:
Fair Value Measurements Using
Quoted Prices
in Active
Markets for
Identical Assets
Level 1 Significant
Other
Observable
Inputs
Level 2 Significant
Unobservable
Inputs
Level 3 Total
(in thousands)
Fixed maturity securities, available-for-sale:
State and municipal $ — $ 333,717 $ — $ 333,717
Residential mortgage-backed — 246,631 — 246,631
Corporate — 732,335 — 732,335
Commercial mortgage and asset-backed — 304,488 304,488
U.S. Treasury securities and obligations guaranteed by the U.S. government
59,988 402 — 60,390
Total fixed maturity securities, available-for-sale $ 59,988 $ 1,617,573 $ — $ 1,677,561
Equity securities:
Preferred stock $ — $ 63,612 $ — $ 63,612
Common stock 41,244 3,452 102 44,798
Total equity securities $ 41,244 $ 67,064 $ 102 $ 108,410
Bank loan participations $ — $ 156,043 $ — $ 156,043
Short-term investments $ — $ 136,563 $ — $ 136,563
Assets measured at fair value on a recurring basis as of December 31, 2020 are summarized below:
Fair Value Measurements Using
Quoted Prices
in Active
Markets for
Identical Assets
Level 1 Significant
Other
Observable
Inputs
Level 2 Significant
Unobservable
Inputs
Level 3 Total
(in thousands)
Fixed maturity securities, available-for-sale:
State and municipal $ — $ 296,405 $ — $ 296,405
Residential mortgage-backed — 293,848 — 293,848
Corporate — 766,822 — 766,822
Commercial mortgage and asset-backed — 326,719 — 326,719
U.S. Treasury securities and obligations guaranteed by the U.S. government
99,384 464 — 99,848
Total fixed maturity securities, available-for-sale $ 99,384 $ 1,684,258 $ — $ 1,783,642
Equity securities:
Preferred stock $ — $ 67,495 $ — $ 67,495
Common stock 15,793 5,015 672 21,480
Total equity securities $ 15,793 $ 72,510 $ 672 $ 88,975
Bank loan participations $ — $ 147,296 $ 308 $ 147,604
Short-term investments $ — $ 130,289 $ — $ 130,289
A reconciliation of the beginning and ending balances of available-for-sale fixed maturity securities, equity securities, and bank loan participations (following the Company's election of the fair value option in accounting for bank loan participations
F-48
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
effective January 1, 2020) measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is shown below:
Year Ended December 31,
2021 2020 2019
(in thousands)
Beginning balance $ 980 $ 43 $ 4,442
Transfers in to Level 3 8 358 3,010
Transfers out of Level 3 ( 6 ) ( 767 ) ( 7,238 )
Purchases — 1,417 —
Sales ( 426 ) — —
Maturities, calls and paydowns ( 379 ) ( 17 ) —
Amortization of discount — 2 —
Total gains or losses (realized/unrealized):
Included in earnings ( 75 ) ( 56 ) ( 171 )
Included in other comprehensive income — — —
Ending balance $ 102 $ 980 $ 43
The Company held one equity security at December 31, 2021 for which the fair value was determined using significant unobservable inputs (Level 3). The fair value of $ 102,000 for the equity security was based on expected proceeds from its sale. During 2021, one equity security was transferred from Level 2 to Level 3 as the security was no longer actively traded. This security was exchanged for an equity security that is publicly traded and it was transferred from Level 3 to Level 1.
The Company held one bank loan participation and two equity securities at December 31, 2020 and one equity security at December 31, 2019 for which the fair value was determined using significant unobservable inputs (Level 3). A market approach using prices in trades of comparable securities was utilized to determine a fair value of $ 980,000 at December 31, 2020 and $ 43,000 at December 31, 2019. During 2019, one equity security was transferred from Level 1 to Level 3 as the security was no longer actively traded. The Company was subsequently able to obtain a quoted price from a pricing vendor for the equity security and it was transferred from Level 3 to Level 2. During 2020, the Company was able to obtain a quoted price from a vendor for two bank loan participations and one equity security and transferred them to Level 2.
Transfers out of Level 3 occur when the Company is able to obtain reliable prices from pricing vendors for which the Company was previously unable to obtain reliable prices. Transfers in to Level 3 occur when the Company is unable to obtain reliable prices for securities from pricing vendors and instead must use broker price quotes.
There were no transfers between Level 1 and Level 2 during 2021, 2020 or 2019. The Company recognizes transfers between levels at the beginning of the reporting period.
In the determination of the fair value for bank loan participations and certain high yield bonds, the Company’s investment manager endeavors to obtain data from multiple external pricing sources. External pricing sources may include brokers, dealers and price data vendors that provide a composite price based on prices from multiple dealers. Such external pricing sources typically provide valuations for normal institutional size trading units of such securities using methods based on market transactions for comparable securities, and various relationships between securities, as generally recognized by institutional dealers. For investments in which the investment manager determines that only one external pricing source is appropriate or if only one external price is available, the relevant investment is generally recorded at fair value based on such price.
Investments for which external sources are not available or are determined by the investment manager not to be representative of fair value are recorded at fair value as determined by the Company, with input from its investment managers and valuation specialists as considered necessary. In determining the fair value of such investments, the Company considers one or more of the following factors: type of security held, convertibility or exchangeability of the security, redeemability of the security (including the timing of redemptions), application of industry accepted valuation models, recent trading activity, liquidity, estimates of liquidation value, purchase cost, and prices received for securities with similar terms of the same issuer or similar issuers. There were no investments for which external sources were unavailable to determine fair value as of December 31, 2021 and 2020.
F-49
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
The carrying values and fair values of financial instruments are summarized below:
December 31,
2021 2020
Carrying
Value Fair
Value Carrying
Value Fair
Value
(in thousands)
Assets
Fixed maturity securities, available-for-sale $ 1,677,561 $ 1,677,561 $ 1,783,642 $ 1,783,642
Equity securities 108,410 108,410 88,975 88,975
Bank loan participations 156,043 156,043 147,604 147,604
Cash and cash equivalents 190,123 190,123 162,260 162,260
Restricted cash equivalents 102,005 102,005 859,920 859,920
Short-term investments 136,563 136,563 130,289 130,289
Other invested assets – notes receivable 4,500 4,834 4,500 5,302
Liabilities
Senior debt 262,300 252,213 262,300 250,953
Junior subordinated debt 104,055 106,635 104,055 110,612
The fair values of fixed maturity securities, equity securities, and bank loan participations have been determined using quoted market prices for securities traded in the public market or prices using bid or closing prices for securities not traded in the public marketplace. The fair values of cash and cash equivalents and short-term investments approximate their carrying values due to their short-term maturity.
The fair values of other invested assets-notes receivable, senior debt, and junior subordinated debt at December 31, 2021 and 2020 were determined by calculating the present value of expected future cash flows under the terms of the note agreements or debt agreements, as applicable, discounted at an estimated market rate of interest at December 31, 2021 and 2020, respectively.
The fair values of senior debt and junior subordinated debt at December 31, 2021 and 2020 were determined using inputs to the valuation methodology that are unobservable (Level 3).
20. Statutory Matters
U.S.
U.S. state insurance laws and regulations prescribe accounting practices for determining statutory net income and capital and surplus for insurance companies. In addition, state regulators may permit statutory accounting practices that differ from prescribed practices. Statutory accounting practices prescribed or permitted by regulatory authorities for the Company’s insurance subsidiaries differ from U.S. GAAP. The principal differences between SAP and GAAP as they relate to the financial statements of the Company’s insurance subsidiaries are (a) policy acquisition costs are expensed as incurred under SAP, whereas they are deferred and amortized under GAAP, (b) certain assets are not admitted for purposes of determining surplus under SAP, (c) the classification and carrying amounts of investments in certain securities are different under SAP and GAAP, and (d) the criteria for providing asset valuation allowances and the methodologies used to determine the amount thereof are different under SAP and GAAP.
F-50
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
Combined net income, statutory capital and surplus and minimum required statutory capital and surplus, as determined in accordance with statutory accounting practices, for the U.S. insurance subsidiaries as of December 31, 2021, 2020, and 2019 and for the years then ended are summarized as follows:
2021 2020 2019
(in thousands)
Statutory net (loss) income $ ( 3,847 ) $ ( 710 ) $ 3,586
Statutory capital and surplus 325,368 286,449 266,715
Minimum required statutory capital and surplus 111,031 100,170 111,208
Risk-Based Capital (“RBC”) requirements promulgated by the National Association of Insurance Commissioners require property-casualty insurers to maintain minimum capitalization levels determined based on formulas incorporating various business risks of the insurance subsidiaries. As of December 31, 2021, the insurance subsidiaries’ adjusted capital and surplus exceeds their authorized control level RBC.
Bermuda
The Company has two Bermuda-based insurance subsidiaries: JRG Re, a Class 3B insurer and Carolina Re, a Class 3A insurer. Under the Bermuda Insurance Act 1978 and related regulations, an insurer must maintain minimum statutory capital and surplus at the greater of a minimum solvency margin (“MSM”) and the Enhanced Capital Requirement (“ECR”), which is the higher of the MSM and capital calculated by the Bermuda Solvency Capital Requirement (“BSCR”) model or an approved internal model. The combined estimated Bermuda insurers minimum statutory solvency margin required at December 31, 2021 was approximately $ 167.1 million (2020: $ 172.9 million). Actual combined statutory capital and surplus at December 31, 2021 was $ 518.7 million (2020: $ 615.2 million). The insurers had combined statutory net (loss) income of $( 141.5 ) million for 2021, $ 20.8 million for 2020, and $ 53.2 million for 2019. The combined ECR for the year ended December 31, 2020 was $ 419.7 million. The BSCR models for the year ended December 31, 2021 will not be filed with the Bermuda Monetary Authority until April 30, 2022. The Company believes that the minimum statutory capital and surplus requirements will be met.
The insurers must also maintain a minimum liquidity ratio in which the value of its relevant assets is not less than 75.0 % of the amount of its relevant liabilities for general business. Relevant assets include cash and cash equivalents, fixed maturities, quoted alternative investments, accrued interest income, premiums receivable, losses recoverable from reinsurers, and funds withheld. The relevant liabilities include total insurance provisions and other liabilities less deferred income taxes and letters of credit, guarantees and other instruments. As of December 31, 2021, the minimum liquidity ratio requirements were met.
21. Dividend Restrictions
U.S.
The insurance statutes of the U.S.-based insurance subsidiaries’ states of domicile limit the amount of dividends that they may pay annually without first obtaining regulatory approval. Generally, the limitations are based on the greater of statutory net income for the preceding year or 10.0 % of statutory surplus at the end of the preceding year. The maximum amount of dividends available to James River Group from its U.S. insurance subsidiaries during 2022 without regulatory approval is $ 27.2 million. However, U.S. insurance regulators have broad powers to prevent the reduction of statutory surplus to inadequate levels and could refuse to permit the payment of dividends.
Distributions from the Company’s U.S.-based subsidiaries to its U.K. intermediate holding company, James River UK, are generally subject to a 5 % dividend withholding tax. The payment of any dividends by the Company’s U.S.-based subsidiaries directly to a Bermuda-based entity is subject to U.S. taxes at a 30.0 % tax rate. JRG Holdings has determined that earnings of its U.S. subsidiaries have been and will be indefinitely reinvested in U.S. operations.
Bermuda
The Bermuda Insurance Act of 1978 prohibits an insurer from declaring or paying a dividend if it is in breach of its minimum solvency margin, its enhanced capital requirement, or its minimum liquidity ratio, or if the declaration or payment of such dividend would cause such a breach. An insurer can declare or pay dividends without prior regulatory approval up to 25% of the total statutory capital and surplus (as shown on its previous financial year's statutory balance sheet). The maximum combined amount of dividends and return of capital that can be paid without prior regulatory approval from our Bermuda insurers at December 31, 2021 is calculated to be approximately $ 129.7 million. However, this dividend amount is subject to annual enhanced solvency requirement calculations.
F-51
TABLE OF CONTENTS
James River Group Holdings, LTD. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2020, and 2019
22. Other Related Party Transactions
The Company leases a commercial office building which houses the Company’s Richmond, Virginia operations under the terms of a non-cancelable lease from an entity with which it is affiliated. The term of the lease, which has been amended from time to time, runs through 2026. Operating costs under the lease were $ 2.1 million, $ 1.9 million, and $ 2.1 million for the years ended December 31, 2021, 2020, and 2019, respectively.
Upon retiring effective July 31, 2021, the Company’s former President and Chief Operating Officer entered into a consulting agreement with the Company to provide consulting services as requested by the Company’s Chief Executive Officer during the period August 1, 2021 through December 31, 2021. The Company incurred expenses of $ 146,000 in 2021 as compensation for rendering these consulting services.
23. Subsequent Events
On February 21, 2022, the Board of Directors declared a cash dividend of $ 0.05 per share. The dividend is payable on March 31, 2022 to shareholders of record on March 14, 2022 .
On February 21, 2022, the Board of Directors approved awards under the 2014 LTIP and the 2014 Director Plan to the Company’s employees and directors with an aggregate fair value of $ 11.0 million and a grant date of March 2, 2022.
On February 23, 2022, one of the Company’s primary operating subsidiaries, JRG Reinsurance Company Ltd., entered into a loss portfolio transfer retrocession agreement (the “Retrocession Agreement”) with Fortitude Reinsurance Company Ltd. (“FRL”) under which FRL will reinsure the majority of the reserves in the Company’s Casualty Reinsurance segment. Under the terms of the transaction, at closing, JRG Re will (a) cede to FRL all existing and future claims for losses arising under certain casualty reinsurance agreements with underlying insurance companies with treaty inception dates ranging from 2011 to 2020 (the “Subject Business”), in each case net of third-party reinsurance and other recoveries, up to an aggregate limit of $ 400.0 million; (b) continue to manage and retain the benefit of other third-party reinsurance on the Subject Business; (c) pay FRL a reinsurance premium of $ 335.0 million, $ 310.0 million of which JRG Re will credit to a notional funds withheld account (the “Funds Withheld Account”) and $ 25.0 million of which JRG Re will pay in cash to FRL; and (d) pay FRL a 2 % per annum crediting rate on the Funds Withheld Account balance on a quarterly basis. The total premium, initial Funds Withheld Account credit, and aggregate limit will be adjusted for claims paid from October 1, 2021 to the closing date. An after-tax loss of $ 6.8 million will be recognized as adverse loss and loss adjustment reserve development in the Casualty Reinsurance segment associated with the Retrocession Agreement during the first quarter of 2022. The Retrocession Agreement will close upon receipt of required regulatory approvals by FRL and satisfaction of other customary closing conditions.
On February 24, 2022, we entered into an Investment Agreement with GPC Partners Investments (Thames) LP, an affiliate of Gallatin Point Capital LLC, relating to the issuance and sale of 150,000 7 % Series A Perpetual Cumulative Convertible Preferred Shares, par value $ 0.00125 per share, for an aggregate purchase price of $ 150.0 million, or $ 1,000 per share, in a private placement. The closing of the transaction is expected to occur on March 1, 2022. In connection with the offering, the Company's Board of Directors approved the appointment of Matthew Botein, a co-founder of Gallatin Point Capital LLC, to serve as a member of the Board, effective following receipt of any necessary regulatory approvals. Mr. Botein will have Board observer status until applicable regulatory approvals are obtained.
F-52
TABLE OF CONTENTS
SCHEDULE I
JAMES RIVER GROUP HOLDINGS, LTD.
Summary of Investments—Other than Investments in Related Parties
Type of Investment Cost or
Amortized Cost Fair
Value Amount at
which shown
on Balance
Sheet (1)
(in thousands)
Fixed maturity securities, available-for-sale:
State and municipal $ 323,773 $ 333,717 $ 333,717
Residential mortgage-backed 246,586 246,631 246,631
Corporate 711,930 732,335 732,335
Commercial mortgage and asset-backed 301,247 304,488 304,488
U.S. Treasury securities and obligations guaranteed by the U.S. government 60,329 60,390 60,390
Total fixed maturity securities, available-for-sale 1,643,865 1,677,561 1,677,561
Equity securities:
Preferred Stock 51,584 63,612 63,612
Common Stock 44,199 44,798 44,798
Total equity securities 95,783 108,410 108,410
Bank loan participations 156,505 156,043 156,043
Short-term investments 136,563 136,563 136,563
Other invested assets 15,248
Total invested assets $ 2,093,825
(1) Differences between the amounts in this column and the amounts in the consolidated balance sheet are due to this schedule excluding investments in related parties.
F-53
TABLE OF CONTENTS
SCHEDULE II
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Financial Information of Registrant
Balance Sheets (Parent Company)
December 31,
2021 2020
(in thousands)
Assets
Cash and cash equivalents $ 157 $ 571
Investment in subsidiaries 1,003,762 1,145,887
Due from subsidiaries 3,356 1,140
Other assets 3,197 3,116
Total assets $ 1,010,472 $ 1,150,714
Liabilities and shareholders’ equity
Liabilities:
Accrued expenses $ 1,419 $ 1,824
Senior debt 247,300 247,300
Junior subordinated debt 15,928 15,928
Notes payable to subsidiary — 70,000
Due to subsidiaries 19,847 19,391
Other liabilities 616 663
Total liabilities 285,110 355,106
Commitments and contingent liabilities
Shareholders’ equity:
Class A common shares 7 6
Additional paid-in capital 862,040 664,476
Retained (deficit) earnings ( 166,663 ) 49,227
Accumulated other comprehensive income 29,978 81,899
Total shareholders’ equity 725,362 795,608
Total liabilities and shareholders’ equity $ 1,010,472 $ 1,150,714
See accompanying notes.
F-54
TABLE OF CONTENTS
SCHEDULE II
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Financial Information of Registrant
Statements of (Loss) Income and Comprehensive (Loss) Income (Parent Company)
Year Ended December 31,
2021 2020 2019
(in thousands)
Revenues:
Other income $ 39 $ 45 $ 61
Total revenues 39 45 61
Expenses:
Other operating expenses 11,632 14,960 14,267
Other expenses 469 — —
Interest expense 5,532 6,234 5,047
Total expenses 17,633 21,194 19,314
Loss before equity in net income of subsidiaries ( 17,594 ) ( 21,149 ) ( 19,253 )
Equity in net (loss) income of subsidiaries ( 155,205 ) 25,973 57,592
Net (loss) income $ ( 172,799 ) $ 4,824 $ 38,339
Other comprehensive (loss) income:
Equity in other comprehensive (losses) earnings of subsidiaries ( 51,921 ) 50,785 46,942
Total comprehensive (loss) income $ ( 224,720 ) $ 55,609 $ 85,281
See accompanying notes.
F-55
TABLE OF CONTENTS
SCHEDULE II
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Financial Information of Registrant
Statements of Cash Flows (Parent Company)
Year Ended December 31,
2021 2020 2019
(in thousands)
Operating activities
Net (loss) income $ ( 172,799 ) $ 4,824 $ 38,339
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Provision for depreciation and amortization 216 216 182
Share based compensation expense 6,658 7,625 7,178
Equity in undistributed earnings of subsidiaries 218,204 ( 25,973 ) ( 49,592 )
Changes in operating assets and liabilities ( 2,364 ) 6,433 ( 2,782 )
Net cash provided by (used in) operating activities 49,915 ( 6,875 ) ( 6,675 )
Investing activities
Net cash provided by investing activities — — —
Financing activities
Dividends paid ( 43,236 ) ( 37,051 ) ( 36,720 )
Senior debt issuance — 164,000 60,000
Senior debt repayments — ( 60,000 ) ( 20,000 )
Subsidiary note issuance — 30,000 —
Subsidiary note repayments ( 70,000 ) — —
Contribution to subsidiary ( 128,000 ) ( 90,000 ) —
Debt issue costs paid — — ( 711 )
Issuances of common shares - public offering 192,107 — —
Issuances of common shares under equity incentive plans 1,877 2,580 8,286
Common share repurchases ( 3,077 ) ( 3,604 ) ( 2,899 )
Net cash (used in) provided by financing activities ( 50,329 ) 5,925 7,956
Change in cash and cash equivalents ( 414 ) ( 950 ) 1,281
Cash and cash equivalents at beginning of period 571 1,521 240
Cash and cash equivalents at end of period $ 157 $ 571 $ 1,521
Supplemental information
Interest paid $ 5,954 $ 6,530 $ 5,710
See accompanying notes.
F-56
TABLE OF CONTENTS
SCHEDULE II
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Financial Information of Registrant
Notes to Condensed Financial Statements
1. Accounting Policies
Organization
James River Group Holdings, Ltd. (the “Company”) is an exempted holding company registered in Bermuda, organized for the purpose of acquiring and managing insurance and reinsurance entities.
Basis of Presentation
The accompanying condensed financial statements have been prepared using the equity method. Under the equity method, the investment in consolidated subsidiaries is stated at cost plus equity in undistributed earnings of consolidated subsidiaries since the date of acquisition. These condensed financial statements should be read in conjunction with the Company’s consolidated financial statements.
Estimates and Assumptions
Preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.
Adopted Accounting Standards
There were no new accounting standards adopted in 2021 that materially impacted the Company's financial statements .
F-57
TABLE OF CONTENTS
SCHEDULE III
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Supplementary Insurance Information
(in thousands)
Deferred
Policy
Acquisition
Costs Reserve
for Losses
and Loss
Adjustment
Expenses Unearned
Premiums Net
Earned
Premiums Net
Investment
Income Losses
and Loss
Adjustment
Expenses Amortization
of Policy
Acquisition
Costs Other
Operating
Expenses Net
Written
Premiums
December 31, 2021
Excess and Surplus Lines $ 26,297 $ 1,623,635 $ 382,479 $ 486,000 $ 13,811 $ 516,299 $ 50,283 $ 91,179 $ 501,250
Specialty Admitted ( 4,889 ) 686,643 165,998 75,371 3,044 55,875 ( 8,395 ) 14,333 83,935
Casualty Reinsurance 47,118 438,195 179,075 134,223 39,445 220,178 27,775 31,571 159,195
Corporate and Other — — — — 565 — — 27,609 —
Total $ 68,526 $ 2,748,473 $ 727,552 $ 695,594 $ 56,865 $ 792,352 $ 69,663 $ 164,692 $ 744,380
December 31, 2020
Excess and Surplus Lines $ 25,875 $ 1,276,054 $ 345,976 $ 415,168 $ 18,664 $ 318,467 $ 49,387 $ 88,520 $ 450,346
Specialty Admitted ( 3,073 ) 600,309 136,355 57,505 3,392 41,928 ( 4,525 ) 13,213 59,884
Casualty Reinsurance 40,151 315,717 148,040 134,133 42,554 118,150 30,716 34,347 137,544
Corporate and Other — — — — 8,758 — — 29,418 —
Total $ 62,953 $ 2,192,080 $ 630,371 $ 606,806 $ 73,368 $ 478,545 $ 75,578 $ 165,498 $ 647,774
December 31, 2019
Excess and Surplus Lines $ 24,428 $ 1,245,581 $ 267,924 $ 625,528 $ 21,358 $ 528,133 $ 49,720 $ 87,326 $ 685,814
Specialty Admitted ( 2,902 ) 511,027 115,606 54,338 3,802 34,860 ( 3,560 ) 13,986 58,637
Casualty Reinsurance 40,480 288,898 140,847 143,880 46,325 109,109 37,733 41,932 151,699
Corporate and Other — — — — 4,167 — — 27,664 —
Total $ 62,006 $ 2,045,506 $ 524,377 $ 823,746 $ 75,652 $ 672,102 $ 83,893 $ 170,908 $ 896,150
F-58
TABLE OF CONTENTS
SCHEDULE IV
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Reinsurance
Direct
Amount Ceded
to Other
Companies Assumed
from Other
Companies Net
Amount Percentage
of Amount
Assumed
to Net
(in thousands)
Year Ended December 31, 2021
Excess and Surplus Lines Written Premiums $ 833,657 $ 332,407 $ — $ 501,250 —
Specialty Admitted Written Premiums 488,377 407,626 3,184 83,935 3.8 %
Casualty Reinsurance Written Premiums — 22,886 182,081 159,195 114.4 %
Total Written Premiums $ 1,322,034 $ 762,919 $ 185,265 $ 744,380 24.9 %
Year Ended December 31, 2020
Excess and Surplus Lines Written Premiums $ 699,143 $ 248,797 $ — $ 450,346 —
Specialty Admitted Written Premiums 404,851 348,807 3,840 59,884 6.4 %
Casualty Reinsurance Written Premiums — 11,622 149,166 137,544 108.4 %
Total Written Premiums $ 1,103,994 $ 609,226 $ 153,006 $ 647,774 23.6 %
Year Ended December 31, 2019
Excess and Surplus Lines Written Premiums $ 922,320 $ 236,506 $ — $ 685,814 —
Specialty Admitted Written Premiums 383,628 329,005 4,014 58,637 6.8 %
Casualty Reinsurance Written Premiums — 9,074 160,773 151,699 106.0 %
Total Written Premiums $ 1,305,948 $ 574,585 $ 164,787 $ 896,150 18.4 %
F-59
TABLE OF CONTENTS
SCHEDULE V
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Balance
at Beginning
of Period Additions
Amounts
Charged to
Expense
Deductions
Amounts
Written Off
or Disposals
Balance
at End
of Period
(in thousands)
Year Ended December 31, 2021
Allowance for Credit Losses on Premiums Receivable and Agents' Balances $ 8,317 $ 9,426 $ ( 1,063 ) $ 16,680
Allowance for Credit Losses on Reinsurance Balances 335 296 — 631
Allowance for Credit Losses on Bank Loans — — — —
Total $ 8,652 $ 9,722 $ ( 1,063 ) $ 17,311
Year Ended December 31, 2020
Allowance for Credit Losses on Premiums Receivable and Agents' Balances $ 5,659 $ 3,318 $ ( 660 ) $ 8,317
Allowance for Credit Losses on Reinsurance Balances 335 — — 335
Allowance for Credit Losses on Bank Loans 7,181 — ( 7,181 ) —
Total $ 13,175 $ 3,318 $ ( 7,841 ) $ 8,652
Year Ended December 31, 2019
Allowance for Credit Losses on Premiums Receivable and Agents' Balances $ 3,948 $ 2,523 $ ( 812 ) $ 5,659
Allowance for Credit Losses on Bank Loans — 8,898 ( 1,717 ) 7,181
Total $ 3,948 $ 11,421 $ ( 2,529 ) $ 12,840
In connection with the adoption of ASU 2016-13, the Company elected the fair value option in accounting for bank loan participations effective January 1, 2020. Under the fair value option, bank loan participations are measured at fair value, and changes in unrealized gains and losses in bank loan participations are reported in our income statement as net realized and unrealized gains (losses) on investments. Also u pon adoption of ASU 2016-13 , the Company established an allowance for credit losses on reinsurance balances.
F-60
TABLE OF CONTENTS
SCHEDULE VI
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Supplementary Information Concerning Property Casualty Insurance Operations
Year Ended December 31,
2021 2020 2019
(in thousands)
Deferred policy acquisition costs $ 68,526 $ 62,953 $ 62,006
Reserve for losses and loss adjustment expenses 2,748,473 2,192,080 2,045,506
Unearned premiums 727,552 630,371 524,377
Net earned premiums 695,594 606,806 823,746
Net investment income 56,865 73,368 75,652
Losses and loss adjustment expenses incurred:
Current year 466,574 386,341 603,094
Prior year 325,778 92,204 69,008
Total losses and loss adjustment expenses incurred 792,352 478,545 672,102
Amortization of policy acquisition costs 69,663 75,578 83,893
Paid losses and loss adjustment expenses, net of reinsurance 522,747 469,945 488,729
Net written premiums 744,380 647,774 896,150
F-61