UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
001-34809
Commission File Number
GLOBAL INDEMNITY GROUP, LLC
(Exact name of registrant as specified in its charter)
Delaware
85-2619578
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification No.)
112 S. French Street, Suite 105
Wilmington, DE 19801
(Address of principal executive office including zip code)
Registrant's telephone number, including area code: (302) 691-6276
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files.). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer
☐;
Accelerated filer
☒;
Non-accelerated filer
Smaller reporting company
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Shares
GBLI
New York Stock Exchange
As of April 29, 2024, the registrant had outstanding 9,810,763 Class A Common Shares and 3,793,612 Class B Common Shares.
TABLE OF CONTENTS
Page
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements:
3
Consolidated Balance Sheets As of March 31, 2024 (Unaudited) and December 31, 2023
Consolidated Statements of Operations Quarters Ended March 31, 2024 (Unaudited) and March 31, 2023 (Unaudited)
4
Consolidated Statements of Comprehensive Income Quarters Ended March 31, 2024 (Unaudited) and March 31, 2023 (Unaudited)
5
Consolidated Statements of Changes in Shareholders’ Equity Quarters Ended March 31, 2024 (Unaudited) and March 31, 2023 (Unaudited)
6
Consolidated Statements of Cash Flows Quarters Ended March 31, 2024 (Unaudited) and March 31, 2023 (Unaudited)
7
Notes to Consolidated Financial Statements (Unaudited)
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
41
Item 4.
Controls and Procedures
PART II – OTHER INFORMATION
Legal Proceedings
43
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
44
Signature
45
Item 1. Financial Statements
Consolidated Balance Sheets
(In thousands, except share amounts)
(Unaudited)March 31, 2024
December 31, 2023
ASSETS
Fixed maturities:
Available for sale, at fair value (amortized cost: $1,250,975 and $1,322,092; net of allowance for expected credit losses of $0 at March 31, 2024 and December 31, 2023)
$
1,226,309
1,293,793
Equity securities, at fair value
17,045
16,508
Other invested assets
34,021
38,236
Total investments
1,277,375
1,348,537
Cash and cash equivalents
38,857
38,037
Premium receivables, net of allowance for expected credit losses of $4,423 at March 31, 2024 and $4,796 at December 31, 2023
92,440
102,158
Reinsurance receivables, net of allowance for expected credit losses of $8,992 at March 31, 2024 and December 31, 2023
77,664
80,439
Funds held by ceding insurers
17,395
16,989
Deferred federal income taxes
33,224
36,802
Deferred acquisition costs
40,231
42,445
Intangible assets
14,368
14,456
Goodwill
4,820
Prepaid reinsurance premiums
3,229
4,958
Receivable for securities matured
101,091
3,858
Lease right of use assets
9,288
9,715
Other assets
18,260
26,362
Total assets
1,728,242
1,729,576
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses
853,602
850,599
Unearned premiums
176,630
182,852
Ceded balances payable
1,651
2,642
Federal income tax payable
1,600
1,595
Contingent commissions
2,598
5,632
Lease liabilities
11,910
12,733
Other liabilities
20,756
24,770
Total liabilities
1,068,747
1,080,823
Commitments and contingencies (Note 10)
—
Shareholders’ equity:
Series A cumulative fixed rate preferred shares, $1,000 par value; 100,000,000 shares authorized, shares issued and outstanding: 4,000 and 4,000 shares, respectively, liquidation preference: $1,000 per share and $1,000 per share, respectively
4,000
Common shares: no par value; 900,000,000 common shares authorized; class A common shares issued: 11,082,004 and 11,042,670 respectively; class A common shares outstanding: 9,810,763 and 9,771,429, respectively; class B common shares issued and outstanding: 3,793,612 and 3,793,612, respectively
Additional paid-in capital
456,179
454,791
Accumulated other comprehensive income (loss), net of tax
(19,995
)
(22,863
Retained earnings
251,474
244,988
Class A common shares in treasury, at cost: 1,271,241 and 1,271,241 shares, respectively
(32,163
Total shareholders’ equity
659,495
648,753
Total liabilities and shareholders’ equity
See accompanying notes to consolidated financial statements.
Consolidated Statements of Operations
(In thousands, except shares and per share data)
(Unaudited)Quarters Ended March 31,
2024
2023
Revenues:
Gross written premiums
93,488
122,985
Ceded written premiums
(1,403
(7,124
Net written premiums
92,085
115,861
Change in net unearned premiums
4,494
24,211
Net earned premiums
96,579
140,072
Net investment income
14,520
12,008
Net realized investment gains (losses)
847
(1,520
Other income
345
354
Total revenues
112,291
150,914
Losses and Expenses:
Net losses and loss adjustment expenses
53,384
88,001
Acquisition costs and other underwriting expenses
38,269
53,478
Corporate and other operating expenses
6,373
6,368
Income before income taxes
14,265
3,067
Income tax expense
2,899
573
Net income
11,366
2,494
Less: preferred stock distributions
110
Net income available to common shareholders
11,256
2,384
Per share data:
Basic
0.83
0.17
Diluted
0.82
Weighted-average number of shares outstanding
13,579,210
13,670,732
13,687,412
13,929,146
Cash distributions declared per common share
0.35
0.25
Consolidated Statements of Comprehensive Income
(In thousands)
Other comprehensive income, net of tax:
Unrealized holding gains
2,914
8,157
Reclassification adjustment for losses included in net income
22
487
Unrealized foreign currency translation losses
(68
(201
Other comprehensive income, net of tax
2,868
8,443
Comprehensive income, net of tax
14,234
10,937
Consolidated Statements of Changes in Shareholders’ Equity
Number of Series A Cumulative Fixed Rate Preferred Shares
Number at beginning and end of period
Number of class A common shares issued:
Number at beginning of period
11,042,670
10,876,041
Common shares issued under share incentive plans, net of forfeitures
13,889
25,913
Common shares issued to directors
25,445
26,426
Number at end of period
11,082,004
10,928,380
Number of class B common shares issued:
3,793,612
Par value of Series A Cumulative Fixed Rate Preferred Shares
Balance at beginning and end of period
Additional paid-in capital:
Balance at beginning of period
451,305
Share compensation plans
1,388
1,080
Balance at end of period
452,385
Accumulated other comprehensive income (loss), net of deferred income tax:
(43,058
Other comprehensive income:
Change in unrealized holding gains
2,936
8,644
Other comprehensive income
(34,615
Retained earnings:
233,468
Preferred share distributions
(110
Distributions to shareholders ($0.35 and $0.25 per share per quarter in 2024 and 2023, respectively)
(4,770
(3,346
232,506
Number of treasury shares:
1,271,241
802,381
Class A common shares purchased
253,302
1,055,683
Treasury shares, at cost:
(19,486
Class A common shares purchased, at cost
(6,552
(26,038
628,238
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation
1,305
1,687
Restricted stock and stock option expense
Amortization of bond premium and discount, net
(4,258
(547
Net realized investment losses (gains)
(847
1,520
Loss (income) from equity method investments, net of distributions
(390
82
Changes in:
Premium receivables, net
9,718
14,119
Reinsurance receivables, net
2,775
(1,051
(492
1,598
3,003
25,116
(6,222
(27,408
(991
(11,244
Other assets and liabilities
2,508
(7,386
(3,034
(5,044
2,214
6,540
1,729
3,197
Net cash provided by operating activities
22,676
5,326
Cash flows from investing activities:
Proceeds from sale of fixed maturities
20,759
44,381
Proceeds from maturity of fixed maturities
125,566
17,515
Proceeds from maturity of preferred stock
334
270
Proceeds from other invested assets
4,604
425
Purchases of fixed maturities
(168,208
(60,426
Purchases of equity securities
(19
Net cash provided by (used for) investing activities
(16,945
2,146
Cash flows from financing activities:
Distributions paid to common shareholders
(4,801
(3,919
Distributions paid to preferred shareholders
Purchases of class A common shares
Net cash used for financing activities
(4,911
(10,581
Net change in cash and cash equivalents
820
(3,109
Cash and cash equivalents at beginning of period
38,846
Cash and cash equivalents at end of period
35,737
Global Indemnity Group, LLC (“Global Indemnity”, "GBLI", or “the Company”), a Delaware limited liability company formed on June 23, 2020, replaced Global Indemnity Limited, incorporated in the Cayman Islands as an exempted company with limited liability, as the ultimate parent company of the Global Indemnity group of companies as a result of a redomestication transaction completed on August 28, 2020. Global Indemnity Group, LLC’s class A common shares are publicly traded on the New York Stock Exchange under the ticker symbol GBLI. Global Indemnity Group, LLC’s predecessors have been publicly traded since 2003.
The interim consolidated financial statements are unaudited, but have been prepared in conformity with United States of America generally accepted accounting principles (“GAAP”), which differs in certain respects from those principles followed in reports to insurance regulatory authorities. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The unaudited consolidated financial statements include all adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair statement of results for the interim periods. Results of operations for the quarters ended March 31, 2024 and 2023 are not necessarily indicative of the results of a full year. The accompanying notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s 2023 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of Global Indemnity Group, LLC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The Company restructured its insurance operations to strengthen its market presence and enhance its focus on GBLI’s core products. As a result, the Company exited its four brokerage divisions: Professional Liability, Excess Casualty, Environmental, and Middle Market Property. The Company ceased writing new business and non-renewed existing policies for these four divisions. The restructuring plan, which was initiated in the fourth quarter of 2022, was completed in the first quarter of 2023.
In connection with the restructuring plan, the Company incurred restructuring costs of $3.4 million in 2022 and $2.0 million in 2023 for total restructuring costs of $5.4 million. No additional restructuring costs were incurred during the quarter ended March 31, 2024. The liability related to the restructuring plan was less than $0.1 million at December 31, 2023. This liability was paid during the quarter ended March 31, 2024.
The amortized cost and estimated fair value of the Company’s fixed maturities securities were as follows as of March 31, 2024 and December 31, 2023:
(Dollars in thousands)
Amortized Cost
Allowance for Expected Credit Losses
GrossUnrealizedGains
GrossUnrealizedLosses
Estimated Fair Value
As of March 31, 2024
U.S. treasuries
547,350
36
(2,843
544,543
Obligations of states and political subdivisions
24,280
(1,188
23,092
Mortgage-backed securities
61,200
486
(4,144
57,542
Asset-backed securities
203,449
687
(4,441
199,695
Commercial mortgage-backed securities
82,027
15
(4,271
77,771
Corporate bonds
230,387
168
(5,891
224,664
Foreign corporate bonds
102,282
(3,325
99,002
Total fixed maturities
1,250,975
1,437
(26,103
As of December 31, 2023
497,099
515
(3,391
494,223
27,326
(1,176
26,150
63,173
229
(4,475
58,927
207,375
668
(5,091
202,952
84,062
12
(4,994
79,080
298,526
116
(6,929
291,713
144,531
40
(3,823
140,748
1,322,092
1,580
(29,879
As of March 31, 2024 and December 31, 2023, the Company’s investments in equity securities consist of preferred stock in the amounts of $17.0 million and $16.5 million, respectively.
Excluding U.S. treasuries and limited partnerships, the Company did not hold any debt or equity investments in a single issuer in excess of 2.0% and 2.1% of shareholders' equity at March 31, 2024 and December 31, 2023, respectively.
The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at March 31, 2024, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Due in one year or less
632,837
630,760
Due in one year through five years
247,306
238,850
Due in five years through ten years
12,694
11,330
Due after ten years
11,462
10,361
Total
9
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of March 31, 2024. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.
Less than 12 months
12 months or longer
Fair Value
301,942
(816
148,120
(2,027
450,062
20,092
5,770
(67
37,528
(4,077
43,298
46,385
(474
84,010
(3,967
130,395
75,207
23,798
(45
150,118
(5,846
173,916
4,702
(6
81,790
(3,319
86,492
382,597
(1,408
596,865
(24,695
979,462
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of December 31, 2023. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.
55,447
(342
239,254
(3,049
294,701
12,432
(406
39,734
(4,069
52,166
38,828
(469
108,947
(4,622
147,775
13
(2
76,467
(4,992
76,480
34,658
(264
231,816
(6,665
266,474
7,096
(13
111,750
(3,810
118,846
148,474
(1,496
834,118
(28,383
982,592
The Company regularly performs various analytical valuation procedures with respect to its investments, including reviewing each available for sale debt security in an unrealized loss position to assess whether the decline in fair value below amortized cost basis has resulted from a credit loss or other factors. In assessing whether a credit loss exists, the Company compares the present value of the cash flows expected to be collected from the security to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis of the security, a credit loss exists and an allowance for expected credit losses is recorded. Subsequent changes in the allowances are recorded in the period of change as either credit loss expense or reversal of credit loss expense. Any declines in value related to factors other than credit losses and the intent to sell are recorded through other comprehensive income, net of taxes.
10
For fixed maturities, the factors considered in reaching the conclusion that a credit loss exists include, among others, whether:
According to accounting guidance for debt securities in an unrealized loss position, the Company is required to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before the anticipated recovery. If either of these conditions is met, any allowance for expected credit losses is written off and the amortized cost basis is written down to the fair value of the fixed maturity security with any incremental impairment reported in earnings. That new amortized cost basis shall not be adjusted for subsequent recoveries in fair value. Subject to the risks and uncertainties in evaluating the potential impairment of a security's value, the impairment evaluation conducted by the Company as of March 31, 2024 and December 31, 2023 concluded the unrealized losses in the tables above are non-credit losses on securities where management does not intend to sell, and it is more likely than not that the Company will not be required to sell the security before recovery.
The Company elected the practical expedient to exclude accrued interest from both the fair value and the amortized cost basis of the available for sale debt securities for the purposes of identifying and measuring an impairment and to not measure an allowance for expected credit losses for accrued interest receivables. Accrued interest receivable is written off through net realized investment gains (losses) at the time the issuer of the bond defaults or is expected to default on payment. The Company made an accounting policy election to present the accrued interest receivable balance with other assets on the Company’s consolidated statements of financial position. Accrued interest receivable related to fixed maturities was $5.4 million and $7.5 million as of March 31, 2024 and December 31, 2023, respectively.
The following is a description, by asset type, of the methodology and significant inputs that the Company used to measure the amount of credit loss recognized in earnings, if any:
U.S. treasuries – As of March 31, 2024, gross unrealized losses related to U.S. treasuries were $2.843 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, macroeconomic and market analysis is conducted in evaluating these securities. Consideration is given to the interest rate environment, duration and yield curve management of the portfolio, sector allocation and security selection. Based on the analysis performed, the Company did not recognize a credit loss on U.S. treasuries during the period.
Obligations of states and political subdivisions – As of March 31, 2024, gross unrealized losses related to obligations of states and political subdivisions were $1.188 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, elements that may influence the performance of the municipal bond market are considered in evaluating these securities such as investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies. Based on the analysis performed, the Company did not recognize a credit loss on obligations of states and political subdivisions during the period.
11
Mortgage-backed securities (“MBS”) – As of March 31, 2024, gross unrealized losses related to mortgage-backed securities were $4.144 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, mortgage-backed securities are modeled to project principal losses under downside, base, and upside scenarios for the economy and home prices. The primary assumption that drives the security and loan level modeling is the Home Price Index (“HPI”) projection. These forecasts incorporate not just national macro-economic trends, but also regional impacts to arrive at the most granular and accurate projections. These assumptions are incorporated into the model as a basis to generate delinquency probabilities, default curves, loss severity curves, and voluntary prepayment curves at the loan level within each deal. The model utilizes HPI-adjusted current loan to value, payment history, loan terms, loan modification history, and borrower characteristics as inputs to generate expected cash flows and principal loss for each bond under various scenarios. Based on the analysis performed, the Company did not recognize a credit loss on mortgage-backed securities during the period.
Asset backed securities (“ABS”) - As of March 31, 2024, gross unrealized losses related to asset backed securities were $4.441 million. The weighted average credit enhancement for the Company’s asset backed portfolio is 37.0. This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, every ABS transaction is analyzed on a stand-alone basis. This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction. Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral. The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type. These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss. The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest. Based on the analysis performed, the Company did not recognize a credit loss on asset backed securities during the period.
Commercial mortgage-backed securities (“CMBS”) - As of March 31, 2024, gross unrealized losses related to the CMBS portfolio were $4.271 million. The weighted average credit enhancement for the Company’s CMBS portfolio is 48.5. This represents the percentage of pool losses that can occur before a commercial mortgage-backed security will incur its first dollar of principal loss. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy. Each loan is analyzed over time using a series of tests to determine if a credit event will occur during the life of the loan. Inherent in this process are several economic scenarios and their corresponding rent/vacancy and capital market states. The five primary credit events that frame the analysis include loan modifications, term default, balloon default, extension, and ability to pay off the balloon. The resulting output is the expected loss adjusted cash flows for each bond under the base case and distressed scenarios. Based on the analysis performed, the Company did not recognize a credit loss on commercial mortgage-backed securities during the period.
Corporate bonds - As of March 31, 2024, gross unrealized losses related to corporate bonds were $5.891 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, analysis for this asset class includes maintaining detailed financial models that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on corporate bonds during the period.
Foreign bonds – As of March 31, 2024, gross unrealized losses related to foreign bonds were $3.325 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, detailed financial models are maintained that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on foreign bonds during the period.
The Company has evaluated its investment portfolio and has determined that an allowance for expected credit losses on its investments is not required.
Accumulated Other Comprehensive Income (Loss), Net of Tax
Accumulated other comprehensive income (loss), net of tax, as of March 31, 2024 and December 31, 2023 was as follows:
March 31, 2024
Net unrealized gains (losses) from:
Fixed maturities
(24,666
(28,299
Foreign currency fluctuations
(273
(187
Deferred taxes
4,944
5,623
The following tables present the changes in accumulated other comprehensive income (loss), by components, for the quarters ended March 31, 2024 and 2023:
Quarter Ended March 31, 2024(Dollars in thousands)
Unrealized Gains and Losses on Available for Sale Securities
Foreign Currency Items
Accumulated Other Comprehensive Income (Loss)
Beginning balance, net of tax
(22,715
(148
Other comprehensive income (loss) before reclassification, before tax
3,608
(86
3,522
Amounts reclassified from accumulated other comprehensive income, before tax
25
Other comprehensive income (loss), before tax
3,633
3,547
Income tax benefit (expense)
(697
18
(679
Ending balance, net of tax
(19,779
(216
Quarter Ended March 31, 2023(Dollars in thousands)
(42,958
(100
10,128
(254
9,874
606
10,734
10,480
(2,090
53
(2,037
(34,314
(301
The reclassifications out of accumulated other comprehensive income (loss) for the quarters ended March 31, 2024 and 2023 were as follows:
Amounts Reclassified fromAccumulated Other (Loss)Comprehensive Income
Quarters Ended March 31,
Details about Accumulated OtherComprehensive Income Components
Affected Line Item in the ConsolidatedStatements of Operations
Unrealized gains and losses on available for sale securities
Other net realized investment losses
Income tax benefit
(3
(119
Total reclassifications, net of tax
Net Realized Investment Gains (Losses)
The components of net realized investment gains (losses) for the quarters ended March 31, 2024 and 2023 were as follows:
Gross realized gains
Gross realized losses
(31
(611
Net realized gains (losses)
(25
(606
Equity securities:
875
627
(1,541
872
(914
Total net realized investment gains (losses)
The following table shows the calculation of the portion of realized gains and losses related to equity securities held as of March 31, 2024 and 2023:
Net gains (losses) recognized during the period on equity securities
Less: net gains (losses) recognized during the period on equity securities sold during the period
(11
Unrealized gains (losses) recognized during the reporting period on equity securities still held
883
(932
The proceeds from sales and redemptions of available for sale and equity securities resulting in net realized investment gains (losses) for the quarters ended March 31, 2024 and 2023 were as follows:
Equity securities
Net Investment Income
The sources of net investment income for the quarters ended March 31, 2024 and 2023 were as follows:
13,578
11,460
189
190
659
263
597
467
Total investment income
15,023
12,380
Investment expense
(503
(372
14
The Company’s total investment return on a pre-tax basis for the quarters ended March 31, 2024 and 2023 were as follows:
Net realized and unrealized investment returns
4,394
8,960
Total investment return
18,914
20,968
Total investment return % (1)
1.3
%
1.6
Average investment portfolio (2)
1,403,878
1,344,886
As of March 31, 2024 and December 31, 2023, the Company did not own any fixed maturity securities that were non-income producing for the preceding twelve months.
Insurance Enhanced Asset-Backed and Credit Securities
As of March 31, 2024, the Company held insurance enhanced municipal bonds with a market value of approximately $4.9 million which represented 0.3% of the Company’s total cash and invested assets, net of receivable for securities matured. The financial guarantors of the Company’s $4.9 million municipal bonds include Assured Guaranty Corporation ($3.7 million) and Ambac Financial Group ($1.2 million).
The Company had no direct investments in the entities that have provided financial guarantees or other credit support to any security held by the Company at March 31, 2024.
Bonds Held on Deposit
Certain cash and cash equivalents and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral, or were held in trust. The fair values were as follows as of March 31, 2024 and December 31, 2023:
On deposit with governmental authorities
19,089
19,262
Held in trust pursuant to third party requirements
152,896
150,796
Total (1)
171,985
170,058
Variable Interest Entities
A Variable Interest Entity (“VIE”) refers to an investment in which an investor holds a controlling interest that is not based on the majority of voting rights. Under the VIE model, the party that has the power to exercise significant management influence and maintain a controlling financial interest in the entity’s economics is said to be the primary beneficiary, and is required to consolidate the entity within their results. Other entities that participate in a VIE, for which their financial interests fluctuate with changes in the fair value of the investment entity’s net assets but do not have significant management influence and the ability to direct the VIE’s significant economic activities are said to have a variable interest in the VIE but do not consolidate the VIE in their financial results.
The Company has interests in three limited partnership investments with a carrying value approximating fair value of $34.0 million and $38.2 million as of March 31, 2024 and December 31, 2023. The Company has a variable interest in two of these
limited partnership investments, for which it is not the primary beneficiary. These investments are accounted for under the equity method since its ownership interest exceeds 3%.
The carrying value of one of the Company’s VIE’s, which invests in distressed securities and assets, was $4.0 million as of March 31, 2024 and December 31, 2023. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $18.2 million and $18.3 million at March 31, 2024 and December 31, 2023, respectively. The carrying value and maximum exposure to loss of a second VIE that invests in Real Estate Investment Trust (“REIT”) qualifying assets was $8.6 million and $8.2 million as of March 31, 2024 and December 31, 2023, respectively. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheets with changes in carrying value recorded in the consolidated statements of operations.
The accounting standards related to fair value measurements define fair value, establish a framework for measuring fair value, outline a fair value hierarchy based on inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. These standards do not change existing guidance as to whether or not an instrument is carried at fair value. The Company has determined that its fair value measurements are in accordance with the requirements of these accounting standards.
The Company’s invested assets are carried at their fair value and are categorized based upon a fair value hierarchy:
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.
The following table presents information about the Company’s invested assets measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
Fair Value Measurements
As of March 31, 2024 (Dollars in thousands)
Level 1
Level 2
Level 3
Assets:
681,766
Total assets measured at fair value
698,811
1,243,354
16
As of December 31, 2023 (Dollars in thousands)
799,570
816,078
1,310,301
The securities classified as Level 1 in the above tables consist of U.S. treasuries actively traded on an exchange.
The securities classified as Level 2 in the above tables consist primarily of fixed maturities and preferred stocks. Based on the typical trading volumes and the lack of quoted market prices for fixed maturities and preferred stocks, security prices are derived through recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information. If there are no recent reported trades, matrix or model processes are used to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Included in the pricing of asset-backed securities, collateralized mortgage obligations, and mortgage-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral.
The following table presents changes in Level 3 investments measured at fair value on a recurring basis for the quarters ended March 31, 2024 and 2023:
Quarters EndedMarch 31,
Beginning balance
4,571
Total gains (realized / unrealized):
Included in accumulated other comprehensive income (loss)
Included in earnings attributable to realized gains / losses
(59
Transfers into level 3
Transfers out of level 3
2
Purchases
74
Sales
(263
Ending balance
4,335
Gains (losses) included in earnings attributable to the change in unrealized gains (losses) related to assets still held at end of reporting period
There were no transfers into or out of Level 3 during the quarters ended March 31, 2024 or 2023.
17
Fair Value of Alternative Investments
Other invested assets consist of limited partnerships whose carrying value approximates fair value. The following table provides the fair value and future funding commitments related to these investments at March 31, 2024 and December 31, 2023.
Future FundingCommitment
European Non-Performing Loan Fund, LP (1)
3,990
14,214
4,048
Mortgage Debt Fund, LP (2)
8,619
8,172
Global Debt Fund, LP (3)
21,412
26,016
Limited Partnerships with ownership interest exceeding 3%
The Company uses the equity method to account for investments in limited partnerships where its ownership interest exceeds 3%. The equity method of accounting for an investment in limited partnerships requires that its cost basis be updated to account for the income or loss earned on the investment. In the Fair Value of Alternative Investments table above, all of the investments are booked on a one quarter lag due to non-availability of data at the time the financial statements are prepared. The investment income (loss) associated with the limited partnerships whose ownership interest exceeds 3% is reflected in the consolidated statements of operations in the amounts of $0.4 million and $0.1 million for the quarters ended March 31, 2024 and 2023, respectively.
Pricing
The Company’s pricing vendors provide prices for all investment categories except for investments in limited partnerships. Two primary vendors are utilized to provide prices for equity and fixed maturity securities.
The following is a description of the valuation methodologies used by the Company’s pricing vendors for investment securities carried at fair value:
The Company performs certain procedures to validate whether the pricing information received from the pricing vendors is reasonable, to ensure that the fair value determination is consistent with accounting guidance, and to ensure that its assets are properly classified in the fair value hierarchy. The Company’s procedures include, but are not limited to:
During the quarters ended March 31, 2024 and 2023, the Company has not adjusted quotes or prices obtained from the pricing vendors.
For premium receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, direct placement with collection agencies, solvency of insured, agents, or reinsurers on assumed reinsurance, terminated agents, and other relevant factors.
The following table is an analysis of the allowance for expected credit losses related to the Company's premium receivables for the quarters ended March 31, 2024 and 2023:
4,796
3,322
Current period provision for expected credit losses
194
348
Write-offs
(567
(291
4,423
3,379
For reinsurance receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, disputes, applicable coverage defenses, insolvent reinsurers, financial strength of solvent reinsurers based on AM Best Ratings and other relevant factors.
The allowance for expected credit losses related to the Company's reinsurance receivables was $9.0 million at March 31, 2024 and December 31, 2023.
Global Indemnity Group, LLC is a publicly traded partnership for U.S. federal income tax purposes and meets the qualifying income exception to maintain partnership status. As a publicly traded partnership, Global Indemnity Group, LLC is generally not subject to federal income tax and most state income taxes. However, income earned by the subsidiaries of Global Indemnity Group, LLC is subject to corporate tax in the United States and certain foreign jurisdictions.
As of March 31, 2024, the Company conducts business in the United States where the statutory income tax rate is 21% and in Ireland where the statutory income tax rate is 25% on non-trading income, 33% on capital gains, and 12.5% on trading
19
income. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense.
The Company’s income before income taxes is derived from its U.S. subsidiaries for the quarters ended March 31, 2024 and 2023.
The following table summarizes the components of income tax expense:
Deferred income tax expense:
U.S. Federal
Total income tax expense
The weighted average expected tax provision has been calculated using income before income taxes in each jurisdiction multiplied by that jurisdiction’s applicable statutory tax rate. The following table summarizes the differences between the tax provision for financial statement purposes and the expected tax provision at the weighted average tax rate:
Amount
% of Pre-Tax Income
Expected tax provision at weighted average tax rate
2,996
21.0
644
Adjustments:
Non-deductible executive compensation
105
0.7
1.7
Dividend exclusion
(16
(0.1
(17
(0.5
Parent income treated as partnership for tax
(194
(1.3
(196
(6.4
Meals & Entertainment
0.1
66
2.2
Other
(9
23
Effective income tax expense
20.3
18.7
The Company has a net operating loss (“NOL”) carryforward of $66.9 million as of March 31, 2024, which begins to expire in 2038 based on when the original NOL was generated. The Company’s NOL carryforward as of December 31, 2023 was $78.8 million.
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:
832,404
Less: Ceded reinsurance receivables
72,829
73,021
Net balance at beginning of period
777,770
759,383
Incurred losses and loss adjustment expenses related to:
Current year
53,383
Prior years
1
Total incurred losses and loss adjustment expenses
Paid losses and loss adjustment expenses related to:
5,597
9,617
43,769
53,912
Total paid losses and loss adjustment expenses
49,366
63,529
Net balance at end of period
781,788
783,855
Plus: Ceded reinsurance receivables
71,814
73,665
857,520
20
When analyzing loss reserves and prior year development, the Company considers many factors, including the frequency and severity of claims, loss trends, case reserve settlements that may have resulted in significant development, and any other additional or pertinent factors that may impact reserve estimates.
During the first quarter of 2024, the Company's adjustments to prior accident year loss reserves netted to $1 thousand. This consisted of a less than $0.1 million increase related to Penn-America and a less than $0.1 million decrease related to Non-Core Operations.
During the first quarter of 2023, the Company's adjustments to prior accident year loss reserves netted to zero. This consisted of a $2.2 million increase related to Penn-America and a $2.2 million decrease related to Non-Core Operations.
The $2.2 million increase in prior accident year loss reserves related to Penn-America primarily consisted of the following:
The $2.2 million decrease in prior accident year loss reserves related to Non-Core Operations primarily consisted of the following:
Repurchases of the Company's class A common shares
On October 21, 2022, Global Indemnity Group, LLC announced it commenced a share repurchase program beginning in the fourth quarter of 2022. Global Indemnity Group, LLC's Board of Directors has authorized share repurchases of up to $135 million in aggregate under this program that expires on December 31, 2027. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. As of March 31, 2024, the Company’s remaining authorization to repurchase shares is $101.0 million.
In addition, Global Indemnity Group, LLC allows employees to surrender class A common shares as payment for the tax liability incurred upon the vesting of restricted stock that was issued under the Company’s share incentive plan in effect at the time of issuance.
No class A common shares were surrendered or repurchased during the quarter ended March 31, 2024.
21
The following table provides information with respect to the class A common shares that were surrendered or repurchased during the quarter ended March 31, 2023:
Period (1)
Total Numberof SharesPurchased
AveragePrice PaidPer Share
Total Number of Shares Purchased as Part of Publicly Announced Plan or Program
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
January 1-31, 2023
3,302
(3)
23.31
250,000
(4)
25.90
31,604,066
25.82
There were no class B common shares that were surrendered or repurchased during the quarters ended March 31, 2024 or 2023.
Each class A common share has one vote and each class B common share has ten votes.
As of March 31, 2024, Global Indemnity Group, LLC’s class A common shares were held by approximately 140 shareholders of record. There were two holders of record of Global Indemnity Group, LLC’s class B common shares, all of whom are affiliated investment funds of Fox Paine & Company, LLC, as of March 31, 2024. Global Indemnity Group, LLC’s preferred shares were held by 1 holder of record, an affiliate of Fox Paine & Company, LLC, as of March 31, 2024.
Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2023 Annual Report on Form 10-K for more information on the Company’s repurchase program.
Distributions
Distribution payments of $0.35 per common share were declared during the quarter ended March 31, 2024 as follows:
Approval Date
Record Date
Payment Date
Total Distributions Declared (Dollars in thousands)
March 6, 2024
March 21, 2024
March 28, 2024
4,752
Various (1)
Various
4,770
Distribution payments of $0.25 per common share were declared during the quarter ended March 31, 2023 as follows:
March 2, 2023
March 24, 2023
March 31, 2023
3,410
(64
3,346
In addition, distributions paid to Global Indemnity Group, LLC's preferred shareholder were $0.1 million in each of the quarters ended March 31, 2024 and 2023.
Accrued distributions on unvested shares, which were included in other liabilities on the consolidated balance sheets, were $0.2 million and $0.3 million as of March 31, 2024 and December 31, 2023, respectively. Accrued preferred distributions
were less than $0.1 million as of both March 31, 2024 and December 31, 2023 and were included in other liabilities on the consolidated balance sheets.
Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2023 Annual Report on Form 10-K for more information on the Company’s distribution program.
Fox Paine Entities
Pursuant to Global Indemnity Group, LLC’s Limited Liability Company Agreement (“LLCA”), Fox Paine Capital Fund II International, L.P. (the “Fox Paine Fund”), together with Fox Mercury Investments, L.P. and certain of its affiliates (the “FM Entities”), and Fox Paine & Company LLC (collectively, the “Fox Paine Entities”) currently constitute a Class B Majority Shareholder (as defined in the LLCA) and, as such, have the right to appoint a number of Global Indemnity Group, LLC’s directors equal in aggregate to the pro rata percentage of the voting power in Global Indemnity Group, LLC beneficially held by the Fox Paine Entities, rounded up to the nearest whole number of directors. The Fox Paine Entities beneficially own shares representing approximately 83.8% of the voting power of Global Indemnity Group, LLC as of March 31, 2024. The Fox Paine Entities control the appointment or election of all of Global Indemnity Group, LLC’s Directors due to the LLCA and their controlling share ownership. Global Indemnity Group, LLC’s Chairman is the Chief Executive and founder of Fox Paine & Company, LLC.
Management fee expense of $0.8 million was incurred during each of the quarters ended March 31, 2024 and 2023. Prepaid management fees, which were included in other assets on the consolidated balance sheets, were $1.4 million and $2.1 million as of March 31, 2024 and December 31, 2023, respectively.
In addition, Fox Paine & Company, LLC may also propose and negotiate transaction fees with the Company subject to the provisions of the Company’s related party transaction and conflict matter policies, including approval of Global Indemnity Group, LLC’s Conflicts Committee of the Board of Directors, for those services from time to time. Each of the Company’s transactions with Fox Paine & Company, LLC are reviewed and approved by Global Indemnity Group, LLC’s Conflicts Committee, which is composed of independent directors, and the Board of Directors (other than Saul A. Fox, Chairman of the Board of Directors of Global Indemnity Group, LLC and Chief Executive of Fox Paine & Company, LLC, who is not a member of the Conflicts Committee and recused himself from the Board of Directors’ deliberations related to fees paid to Fox Paine & Company, LLC or its affiliates).
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for such risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Commitments
In 2014, the Company entered into a $50 million commitment to purchase an alternative investment vehicle which is comprised of European non-performing loans. As of March 31, 2024, the Company has funded $35.8 million of this commitment leaving $14.2 million as unfunded. Since the investment period has concluded, the Company does not expect any capital calls will be made prospectively.
Other Commitments
The Company is party to a Management Agreement, as amended, with Fox Paine & Company, LLC, whereby in connection with certain management services provided to it by Fox Paine & Company, LLC, the Company agreed to pay an annual management fee to Fox Paine & Company, LLC. See Note 9 above for additional information pertaining to this management agreement.
Options
During the quarter ended March 31, 2024, the Company granted 550,000 Time-Based Stock Options at an average strike price of $30.73. Of this amount, 200,000 Time-Based Stock Options will vest in four equal tranches of 25% on the first business day of each quarter in 2024. The remaining 350,000 Time-Based Stock Options will vest one-third on each of March 6, 2025, March 6, 2026, and March 6, 2027. No stock options were granted during the quarter ended March 31, 2023. No unvested stock options were forfeited during the quarters ended March 31, 2024 or 2023.
Restricted Shares / Restricted Stock Units
There were no restricted class A common shares or restricted stock units granted to key employees during the quarters ended March 31, 2024 and 2023. There were no restricted class A common shares or restricted stock units forfeited during the quarters ended March 31, 2024 and 2023.
There were 13,889 and 25,913 restricted stock units that vested during the quarters ended March 31, 2024 and 2023, respectively. Upon vesting, the restricted stock units converted to restricted class A common shares.
During the quarters ended March 31, 2024 and 2023, the Company granted 25,445 and 26,426 class A common shares, respectively, at a weighted average grant date value of $29.88 and $25.46 per share, respectively, to non-employee directors of the Company under the Plan. All shares granted to non-employee directors of the Company are fully vested but are subject to certain restrictions.
Rule 10b5-1 Trading Plans
The Company did not have any Rule 10b5-1 Trading Plans in place during the quarters ended March 31, 2024 and 2023.
24
Earnings per share have been computed using the weighted average number of common shares and common share equivalents outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per share:
(Dollars in thousands, except share and per share data)
Numerator:
Denominator:
Weighted average shares for basic earnings per share
Non-vested restricted stock units
47,335
103,407
60,867
155,007
Weighted average shares for diluted earnings per share
Earnings per share - Basic
Earnings per share - Diluted
The weighted average shares outstanding used to determine dilutive earnings per share does not include 550,000 options and 346,667 options for the quarters ended March 31, 2024 and 2023, respectively, which were deemed to be anti-dilutive.
During the fourth quarter of 2023, the Company restructured its insurance operations to strengthen its market presence and enhance GBLI's focus on core products and made the decision to manage the business through two segments, Penn-America and Non-Core Operations. Management believes these segments allow users of the Company’s financial statements to better understand the Company's performance, better assess prospects for future net cash flows, and make more informed judgments about the Company as a whole. Segment results for prior years have been revised to reflect these changes.
The Company manages the distribution of its core product offerings through Penn-America. Penn-America offers specialty property and casualty products designed for GBLI's Wholesale Commercial, Programs, InsurTech, and Assumed Reinsurance product offerings. The Company also has a Non-Core Operations segment that contains lines of business that have been de-emphasized or are no longer being written.
The following are tabulations of business segment information for the quarters ended March 31, 2024 and 2023. Corporate information is included to reconcile segment data to the consolidated financial statements.
Penn-America
Non-Core Operations
94,048
(560
92,596
(511
89,132
7,447
339
89,471
7,453
96,924
48,909
4,475
34,927
3,342
Income (loss) from segments
5,635
(364
5,271
Unallocated Items:
Net realized investment gains
(6,373
(2,899
Segment assets
983,495
597,601
1,581,096
Corporate assets
147,146
95,412
27,573
91,148
24,713
90,612
49,460
267
87
90,879
49,547
140,426
59,278
28,723
34,709
18,769
(3,108
2,055
(1,053
Net realized investment losses
(6,368
(573
940,617
740,750
1,681,367
95,911
1,777,278
26
The Company did not adopt any new accounting pronouncements during the quarter ended March 31, 2024.
Please see Note 25 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2023 Annual Report on Form 10-K for more information on accounting pronouncements issued but not yet adopted.
27
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of the Company included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please see "Cautionary Note Regarding Forward-Looking Statements" at the end of this Item 2 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein. For more information regarding the Company’s business and operations, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Financial Highlights
2024 First Quarter Results of Operations
2024 First Quarter Consolidated Financial Condition
Results of Operations
The Company realized net income of $11.4 million and $2.5 million during the quarters ended March 31, 2024 and 2023, respectively.
Net investment income increased by $2.5 million during the quarter ended March 31, 2024 as compared to the same period in 2023. This increase in net investment income was primarily due to strategies employed by the Company to take advantage of rising interest rates which resulted in a 19% increase in book yield on the fixed maturities portfolio to 4.3% at March 31, 2024 from 3.6% at March 31, 2023. The weighted average duration of the fixed maturities portfolio was 1.1 years as of March 31, 2024.
The Company generated strong underwriting income of $5.3 million for the quarter ended March 31, 2024 compared to an underwriting loss of $1.1 million for the same period in 2023. This improvement is primarily driven by strong property results during the quarter ended March 31, 2024.
The following table summarizes the Company’s results for the quarters ended March 31, 2024 and 2023:
Losses and expenses:
Underwriting income (loss)
Underwriting Ratios:
Loss ratio (1):
55.3
62.8
Expense ratio (2)
39.6
38.2
Combined ratio (3)
94.9
101.0
29
Premiums
The following table summarizes the change in premium volume by business segment:
% Change
Gross written premiums (1)
(1.4
%)
(102.0
Total gross written premiums
(24.0
1,452
4,264
(65.9
(49
2,860
(101.7
Total ceded written premiums
1,403
7,124
(80.3
Net written premiums (2)
(102.1
Total net written premiums
(20.5
(1.6
(84.9
Total net earned premiums
(31.1
Gross written premiums decreased by 24.0% for the quarter ended March 31, 2024 as compared to same period in 2023. The decrease in gross written premiums is mainly due to a reduction in premiums within Non-Core Operations for lines of business that have been de-emphasized or no longer written. In addition, within Penn-America, the gross written premiums for Programs decreased primarily due to actions taken in 2023 to improve underwriting results through increased rates and form changes. These reductions in premiums were partially offset by continued growth of 7.1% in aggregate for Penn-America's Wholesale Commercial, InsurTech, and Assumed Reinsurance divisions. The growth in Wholesale Commercial and InsurTech is driven by new agency appointments, organic growth of existing agents, and new products. The growth in Assumed Reinsurance is primarily due to three new treaties entered into during 2023 and increased participation on one treaty.
Net Retention
The ratio of net written premiums to gross written premiums is referred to as the Company’s net premium retention. The Company’s net premium retention is summarized by segments as follows:
Point
Change
98.5
95.5
3.0
91.3
89.6
94.2
4.3
The net premium retention for the quarter ended March 31, 2024 increased by 4.3 points as compared to the same period in 2023. Penn-America's retention increased by 3.0 points primarily due to the termination of two quota share agreements and lower cost on the Company's catastrophe reinsurance treaty. Cessions on Non-Core Operations were significantly reduced
30
due to sale of manufactured home and dwelling business in 2021 and the Farm, Ranch and Stable business in 2022. See Note 2 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2023 Annual Report on Form 10-K for additional information on the sale of renewal rights related to the Company’s manufactured and dwelling homes business and the Company's Farm, Ranch & Stable business.
Net Earned Premiums
Net earned premiums within the Penn-America segment decreased by 1.6% for the quarter ended March 31, 2024 as compared to the same period in 2023 primarily due to the reduction in premiums written for Programs as a result of underwriting actions taken in 2023 to improve underwriting profitability partially offset by continued premium growth in Penn-America's Wholesale Commercial, InsurTech, and Assumed Reinsurance divisions. Property net earned premiums were $39.9 million and $37.6 million for the quarters ended March 31, 2024 and 2023, respectively. Casualty net earned premiums were $49.2 million and $53.0 million for the quarters ended March 31, 2024 and 2023, respectively.
Net earned premiums within the Non-Core Operations segment decreased by 84.9% for the quarter ended March 31, 2024 as compared to the same period in 2023 primarily due to the non-renewal of a casualty treaty as well as a reduction in earned premiums due to the sale of Farm, Ranch & Stable renewal rights on August 8, 2022. Property net earned premiums were less than $0.1 million and $8.8 million for the quarters ended March 31, 2024 and 2023, respectively. Casualty net earned premiums were $7.4 million and $40.7 million for the quarters ended March 31, 2024 and 2023, respectively.
Reserves
Amounts recorded for unpaid losses and loss adjustment expenses represent management’s best estimate at March 31, 2024. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross and net reserves of $853.6 million and $781.8 million, respectively, as of March 31, 2024. A breakout of the Company’s gross and net reserves, as of March 31, 2024, is as follows:
Gross Reserves
Case
IBNR (1)
132,147
296,078
428,225
118,526
306,851
425,377
250,673
602,929
Net Reserves (2)
131,735
284,913
416,648
84,746
280,394
365,140
216,481
565,307
Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made. If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s best estimate. For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes management’s best estimate is more likely influenced by changes in severity than frequency. The following table, which the Company believes reflects a reasonable range of variability around its best estimate based on historical loss experience and management’s judgment, reflects the
31
impact of changes (which could be favorable or unfavorable) in frequency and severity on the Company’s current accident year net loss estimate of $53.4 million for claims occurring during the quarter ended March 31, 2024:
Severity Change
-10%
-5%
0%
5%
10%
Frequency Change
(7,741
(5,205
(2,669
(133
2,402
-3%
(6,780
(4,191
(1,601
988
3,577
-2%
(6,299
(3,683
(1,068
1,548
4,164
-1%
(5,819
(3,176
(534
2,109
4,751
(5,338
2,669
5,338
1%
(4,858
(2,162
534
3,230
5,926
2%
(4,377
(1,655
1,068
3,790
6,513
3%
(3,897
(1,148
1,601
4,351
7,100
(2,936
5,472
8,274
The Company’s net reserves for losses and loss adjustment expenses of $781.8 million as of March 31, 2024 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.
Underwriting Results
The components of income (loss) from the Company’s Penn-America segment and corresponding underwriting ratios are as follows:
27.0
(1.5
(17.5
0.6
281.3
Loss ratio:
Current accident year
54.8
63.0
(8.2
Prior accident year
2.4
(2.3
Calendar year loss ratio
54.9
65.4
(10.5
Expense ratio
39.2
38.3
0.9
Combined ratio
94.1
103.7
(9.6
Accident year combined ratio (1)
94.0
101.2
32
See “Results of Operations” above for a discussion on consolidated premiums.
Other Income
Other income was $0.3 million for each of the quarters ended March 31, 2024 and 2023. Other income is primarily comprised of fee income.
Loss Ratio
The calendar year loss ratio for the quarter ended March 31, 2024 was 54.9% and includes an increase of less than $0.1 million, or 0.1 percentage points related to reserve development on prior accident years. The calendar year loss ratio for the quarter ended March 31, 2023 was 65.4% and includes an increase of $2.2 million, or 2.4 percentage points related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
The current accident year loss ratio improved by 8.2 points from 63.0% for the quarter ended March 31, 2023 to 54.8% for the quarter ended March 31, 2024. The current accident year losses and loss ratio is summarized as follows:
Point Change
Property losses
Non-catastrophe
16,730
22,526
(25.7
41.9
59.9
(18.0
Catastrophe
3,269
3,305
(1.1
8.2
8.8
(0.6
19,999
25,831
(22.6
50.1
68.7
(18.6
Casualty losses
28,869
31,244
(7.6
58.6
58.9
(0.3
Total accident year losses
48,868
57,075
(14.4
Expense Ratios
The expense ratio for the Company’s Penn-America segment increased by 0.9 points from 38.3% for the quarter ended March 31, 2023 to 39.2% for the quarter ended March 31, 2024 primarily due to a reduction in earned premiums.
33
Reconciliation of non-GAAP financial measures and ratios
The table below reconciles the non-GAAP measures or ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends within Penn-America may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.
Losses
LossRatio
Property
Non catastrophe property losses and ratio excluding the effect of prior accident year (1)
Effect of prior accident year
0.3
(1,562
(4.2
Non catastrophe property losses and ratio (2)
16,835
42.2
20,964
55.7
Catastrophe losses and ratio excluding the effect of prior accident year (1)
(44
977
2.6
Catastrophe losses and ratio (2)
3,225
8.1
4,282
11.4
Total property losses and ratio excluding the effect of prior accident year (1)
61
0.2
(585
Total property losses and ratio (2)
20,060
50.3
25,246
67.1
Casualty
Total casualty losses and ratio excluding the effect of prior accident year (1)
(20
(—
2,788
5.3
Total casualty losses and ratio (2)
28,849
34,032
64.2
Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)
2,203
Total net losses and loss adjustment expense and total loss ratio (2)
34
The components of income (loss) from the Company’s Non-Core Operations segment and corresponding underwriting ratios are as follows:
(93.1
(85.0
(84.4
(82.2
(117.7
60.6
62.5
(1.9
(4.4
3.9
60.1
58.1
2.0
44.9
37.9
7.0
105.0
96.0
9.0
105.5
99.7
The Company recognized income of less than $0.1 million for each of the quarters ended March 31, 2024 and 2023. Other income is primarily comprised of fee income net of bank fees.
The calendar year loss ratio for the quarter ended March 31, 2024 was 60.1% and includes a decrease of less than $0.1 million, or 0.5 percentage points related to reserve development on prior accident years. The calendar year loss ratio for the quarter ended March 31, 2023 was 58.1% and includes a decrease of $2.2 million, or 4.4 percentage points related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
35
The current accident year loss ratio improved by 1.9 points from 62.5% for the quarter ended March 31, 2023 to 60.6% for the quarter ended March 31, 2024. The current accident year losses and loss ratio is summarized as follows:
3,703
(99.5
27.1
42.1
(15.0
2,165
(99.8
6.5
24.6
(18.1
5,868
(99.6
33.6
66.7
(33.1
25,058
(82.1
60.9
61.6
(0.7
4,515
30,926
(85.4
Expense Ratio
The expense ratio for the Company’s Non-Core Operations increased by 7.0 points from 37.9% for the quarter ended March 31, 2023 to 44.9% for the quarter ended March 31, 2024 primarily due to lower earned premiums as a result of exiting various lines of business.
The table below reconciles the non-GAAP measures or ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends within Non-Core Operations may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.
(241
(388.7
(885
(10.1
(224
(361.6
2,818
32.0
(14
621
7.1
(10
(16.1
2,786
31.7
(255
(411.3
(3.0
(234
(377.7
5,604
63.7
215
2.9
(1,939
(4.8
4,709
63.8
23,119
56.8
(40
(2,203
37
Unallocated Corporate Items
The Company’s fixed income portfolio, excluding cash, continues to maintain high quality with an AA- average rating and a duration of 1.1 years.
Gross investment income (1)
21.3
Investment expenses
35.2
20.9
Net investment income increased by 20.9% for the quarter ended March 31, 2024 as compared to the same period in 2023. This increase in net investment income was primarily due to strategies employed by the Company to take advantage of rising interest rates which resulted in a 19% increase in book yield on the fixed maturities portfolio to 4.3% at March 31, 2024 from 3.6% at March 31, 2023.
At March 31, 2024, the Company held asset-backed, mortgage-backed, commercial mortgage-backed and collateralized mortgage obligations with a market value of $335.0 million. Excluding the asset-backed, mortgage-backed, commercial mortgage-backed and collateralized mortgage obligations, the average duration of the Company’s fixed maturities portfolio was 0.9 years as of March 31, 2024, compared with 1.4 years as of March 31, 2023. Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. The Company’s embedded book yield on its fixed maturities, not including cash, was 4.3% as of March 31, 2024, compared to 3.6% as of March 31, 2023. The embedded book yield on the $23.1 million of taxable municipal bonds in the Company’s portfolio was 2.9% at March 31, 2024, compared to an embedded book yield of 3.1% on the Company’s taxable municipal bonds of $31.9 million at March 31, 2023.
See Note 3 of the notes to the consolidated financial statements in Item 1 of Part I of this report for an analysis of total investment return on a pre-tax basis for the quarters ended March 31, 2024 and 2023.
Corporate and Other Operating Expenses
Corporate and other operating expenses consist of outside legal fees, other professional fees, directors’ fees, management fees & advisory fees, salaries and benefits for holding company personnel, development costs for new products, impairment losses, and taxes incurred which are not directly related to operations. Corporate and other operating expenses were $6.4 million during each of the quarters ended March 31, 2024 and 2023, respectively.
Income Tax Expense
Income tax expense was $2.9 million for the quarter ended March 31, 2024 compared with income tax expense of $0.6 million for the quarter ended March 31, 2023. The increase in income tax expense is primarily due to higher taxable income in the Company's U.S. Subsidiaries during the quarter ended March 31, 2024 as compared to the same period in 2023.
38
See Note 6 of the notes to the consolidated financial statements in Item 1 of Part I of this report for a comparison of income tax between periods.
Net Income
The factors described above resulted in net income of $11.4 million and $2.5 million for the quarters ended March 31, 2024 and 2023, respectively.
Critical Accounting Estimates and Policies
The Company’s consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
The most critical accounting policies involve significant estimates and include those used in determining the liability for unpaid losses and loss adjustment expenses, recoverability of reinsurance receivables, investments, fair value measurements, goodwill and intangible assets, deferred acquisition costs, and taxation. For a detailed discussion on each of these policies, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to any of these policies or underlying methodologies during the current year.
Liquidity and Capital Resources
Sources and Uses of Funds
Global Indemnity Group, LLC is a holding company. Its principal asset is its ownership of the shares of its direct and indirect subsidiaries, including those of its insurance companies: United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, and Penn-Patriot Insurance Company.
Global Indemnity Group, LLC’s current short term and long term liquidity needs include but are not limited to the payment of corporate expenses, distributions to shareholders, and share repurchases. The Company also has commitments in the form of operating leases, commitments to fund limited liability investments, and unpaid losses and loss expense obligations. In order to meet its current short term and long term needs, Global Indemnity Group, LLC’s principal sources of cash includes investment income, dividends from subsidiaries, other permitted disbursements from its direct and indirect subsidiaries, reimbursement for equity awards granted to employees and intercompany borrowings. The principal sources of funds at these direct and indirect subsidiaries include underwriting operations, investment income, proceeds from sales and redemptions of investments, capital contributions, intercompany borrowings, and dividends from subsidiaries. Funds are used principally by these operating subsidiaries to pay claims and operating expenses, to make intercompany debt payments, to purchase investments, and to make distribution payments. In addition, the Company periodically reviews opportunities related to business acquisitions, and as a result, liquidity may be needed in the future.
GBLI Holdings, LLC is a holding company which is a wholly-owned subsidiary of Penn-Patriot Insurance Company. GBLI Holdings, LLC’s principal asset is its ownership of the shares of its direct and indirect subsidiaries which include United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, and Penn-Star Insurance Company. GBLI Holdings, LLC is dependent on dividends from its subsidiaries as well as reimbursements from its subsidiaries for utilization of net operating losses and other tax attributes in order to meet its corporate expense obligations and intercompany financing obligations.
As of March 31, 2024, the Company also had future funding commitments of $14.2 million related to investments that are currently in their harvest period and it is unlikely that a capital call will be made.
The future liquidity of Global Indemnity Group, LLC is dependent on the ability of its subsidiaries to generate income to pay dividends and to pay intercompany debt due to Global Indemnity Group, LLC. The future liquidity of GBLI Holdings, LLC is dependent on the ability of its subsidiaries to generate income to pay dividends as well as receiving reimbursements from its subsidiaries for utilization of net operating losses. Global Indemnity Group, LLC and GBLI Holdings, LLC’s insurance
39
companies are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See “Regulation - Statutory Accounting Principles” in Item 1 of Part I of the Company’s 2023 Annual Report on Form 10-K. Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. See Note 21 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2023 Annual Report on Form 10-K for further information on dividend limitations related to the Insurance Companies. There were no dividends declared or paid during the quarter ended March 31, 2024.
Cash Flows
Sources of operating funds consist primarily of net written premiums and investment income. Funds are used primarily to pay claims and operating expenses and to purchase investments. As a result of the distribution policy, funds may also be used to pay distributions to shareholders of the Company.
The Company’s reconciliation of net income to net cash provided by operations is generally influenced by the following:
Net cash provided by operating activities was $22.7 million and $5.3 million for the quarters ended March 31, 2024 and 2023, respectively. The increase in operating cash flows of approximately $17.4 million from the prior year was primarily a net result of the following items:
Net premiums collected
101,493
120,397
(18,904
Net losses paid
(47,606
(63,936
16,330
Underwriting and corporate expenses
(43,187
(64,116
20,929
11,976
12,981
(1,005
17,350
See the consolidated statements of cash flows in the consolidated financial statements in Item 1 of Part I of this report for details concerning the Company’s investing and financing activities.
Liquidity
The Board of Directors approved a distribution payment of $0.35 per common share to all shareholders of record on the close of business on March 21, 2024. Distributions paid to common shareholders were $4.8 million during the quarter ended March 31, 2024. In addition, distributions of $0.1 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the quarter ended March 31, 2024.
Investment Portfolio
On July 31, 2023, the Company provided the Global Debt Fund, LP with a formal withdrawal request to fully redeem the partnership interest. Partial redemption proceeds of $4.3 million were received during the quarter ended March 31, 2024. The Global Debt Fund, LP had a fair market value of $21.4 million at March 31, 2024.
Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s liquidity during the quarter ended March 31, 2024. Please see Item 7 of Part II in the Company’s 2023 Annual Report on Form 10-K for information regarding the Company’s liquidity.
Capital Resources
There have been no material changes to the Company’s capital resources during the quarter ended March 31, 2024. Please see Item 7 of Part II in the Company’s 2023 Annual Report on Form 10-K for information regarding the Company’s capital resources.
Off Balance Sheet Arrangements
The Company has no off balance sheet arrangements.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report may include forward-looking statements within the meaning of Section 21E of the Security Exchange Act of 1934, as amended, that reflect the Company’s current views with respect to future events and financial performance. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of identified transactions or natural disasters, and statements about the future performance, operations, products and services of the companies.
The Company’s business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. See “Risk Factors” in Item 1A of Part I in the Company’s 2023 Annual Report on Form 10-K for risks, uncertainties and other factors that could cause actual results and experience to differ from those projected. The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in interest rates, equity prices, credit risk, illiquidity, foreign exchange rates and commodity prices. The Company’s consolidated balance sheets includes the estimated fair values of assets that are subject to market risk. The Company’s primary market risks are interest rate risk and credit risks associated with investments in fixed maturities, equity price risk associated with investments in equity securities, and foreign exchange risk associated with premium received that is denominated in foreign currencies. The Company has no commodity risk.
There have been no material changes to the Company’s market risk since December 31, 2023. The Company’s investment grade fixed income portfolio continues to maintain high quality with an AA- average rating and a duration of 1.1 years.
Please see Item 7A of Part II in the Company’s 2023 Annual Report on Form 10-K for information regarding the Company’s market risk.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2024. Based upon that evaluation, and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
42
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Item 1A. Risk Factors
The Company’s results of operations and financial condition are subject to numerous risks and uncertainties described in Item 1A of Part I in the Company’s 2023 Annual Report on Form 10-K, filed with the SEC on March 15, 2024. The risk factors identified therein have not materially changed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company’s Share Incentive Plan allows employees to surrender the Company’s class A common shares as payment for the tax liability incurred upon the vesting of restricted stock. There were no shares surrendered by the Company’s employees during the quarter ended March 31, 2024.
Global Indemnity Group, LLC did not repurchased any shares from third parties under its repurchase program during the quarter ended March 31, 2024.
All class A common shares surrendered by the Company's employees or repurchased from third parties under its repurchase program are held as treasury stock and recorded at cost until formally retired.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6.Exhibits
10.1+
Executive Employment Agreement with Brian J. Riley dated October 14, 2004
31.1+
Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+
Certification of Chief Financial Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Filed or furnished herewith, as applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant
Dated: May 8, 2024
By:
/s/ Brian J. Riley
Brian J. Riley
Chief Financial Officer
(Authorized Signatory and Principal Financial and Accounting Officer)