UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the Quarterly Period Ended June 30, 2015
OR
For the Transition Period from to
001-34809
Commission File Number
GLOBAL INDEMNITY PLC
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
25/28 NORTH WALL QUAY
DUBLIN 1
IRELAND
(Address of principal executive office, including zip code)
353 (0) 1 649 2000
(Registrant’s telephone number, including area code)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files.). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 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 x
As of July 28, 2015, the registrant had outstanding 13,665,096 A Ordinary Shares and 12,061,370 B Ordinary Shares.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements:
Consolidated Balance Sheets
As of June 30, 2015 (Unaudited) and December 31, 2014
Consolidated Statements of Operations
Quarters and Six Months Ended June 30, 2015 (Unaudited) and June 30, 2014 (Unaudited)
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareholders’ Equity
Six Months Ended June 30, 2015 (Unaudited) and Year Ended December 31, 2014
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2015 (Unaudited) and June 30, 2014 (Unaudited)
Notes to Consolidated Financial Statements (Unaudited)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Item 4.
Controls and Procedures
Item 1A.
Item 5.
Item 6.
Signature
1
Item 1. Financial Statements
(In thousands, except share amounts)
Fixed maturities:
Available for sale, at fair value (amortized cost: $1,541,284 and $1,272,948)
Equity securities:
Available for sale, at fair value (cost: $103,019 and $99,297)
Other invested assets:
Available for sale, at fair value (cost: $28,887 and $33,174)
Total investments
Cash and cash equivalents
Restricted cash
Premiums receivable, net
Reinsurance receivables, net
Funds held by ceding insurers
Federal income taxes receivable
Deferred federal income taxes
Deferred acquisition costs
Intangible assets
Goodwill
Prepaid reinsurance premiums
Receivable for securities sold
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses
Unearned premiums
Ceded balances payable
Contingent commissions
Margin borrowing facilities
Other liabilities
Total liabilities
Commitments and contingencies (Note 11)
Shareholders’ equity:
Ordinary shares, $0.0001 par value, 900,000,000 ordinary shares authorized; A ordinary shares issued: 16,741,806 and 16,331,577, respectively; A ordinary shares outstanding: 13,665,096 and 13,266,762 , respectively; B ordinary shares issued and outstanding: 12,061,370 and 12,061,370, respectively
Additional paid-in capital
Accumulated other comprehensive income, net of taxes
Retained earnings
A ordinary shares in treasury, at cost: 3,076,710 and 3,064,815 shares, respectively
Total shareholders’ equity
Total liabilities and shareholders’ equity
See accompanying notes to consolidated financial statements.
2
(In thousands, except shares and per share data)
Revenues:
Gross premiums written
Net premiums written
Net premiums earned
Net investment income
Net realized investment gains:
Other than temporary impairment losses on investments
Other net realized investment gains
Total net realized investment gains
Other income
Total revenues
Losses and Expenses:
Net losses and loss adjustment expenses
Acquisition costs and other underwriting expenses
Corporate and other operating expenses
Interest expense
Income before income taxes
Income tax expense (benefit)
Net income
Per share data:
Basic
Diluted
Weighted-average number of shares outstanding
3
(In thousands)
Other comprehensive income (loss), net of taxes:
Unrealized holding gains (losses)
Portion of other-than-temporary impairment losses recognized in other comprehensive income (loss)
Reclassification adjustment for gains included in net income
Unrealized foreign currency translation gains (losses)
Other comprehensive income (loss), net of taxes
Comprehensive income (loss), net of taxes
4
Number of A ordinary shares issued:
Number at beginning of period
Ordinary shares issued under share incentive plans
Ordinary shares issued to directors
Ordinary shares issued in connection with American Reliable Acquisition
Number at end of period
Number of B ordinary shares issued:
Number at beginning and end of period
Par value of A ordinary shares:
Balance at beginning and end of period
Par value of B ordinary shares:
Additional paid-in capital:
Balance at beginning of period
Share compensation plans
Tax benefit on share-based compensation expense
Balance at end of period
Accumulated other comprehensive income, net of deferred income tax:
Other comprehensive income (loss):
Change in unrealized holding gains (losses)
Change in other than temporary impairment losses recognized in other comprehensive income
Other comprehensive income (loss)
Retained earnings:
Number of Treasury Shares:
A ordinary shares purchased
Treasury Shares, at cost:
A ordinary shares purchased, at cost
5
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Amortization of value of business acquired
Amortization and depreciation
Restricted stock and stock option expense
Amortization of bond premium and discount, net
Net realized investment gain
Equity in the earnings of a partnership
Changes in:
Other assets and liabilities, net
Federal income tax receivable/payable
Deferred acquisition costs, net
Net cash provided by (used for) operating activities
Cash flows from investing activities:
Cash release from escrow for business acquisition
Acquisition of business, net of cash acquired
Proceeds from sale of fixed maturities
Proceeds from sale of equity securities
Proceeds from sale of preferred stock
Proceeds from maturity of fixed maturities
Proceeds from limited partnership distribution
Amounts paid in connection with derivatives
Purchases of fixed maturities
Purchases of equity securities
Purchases of other invested assets
Net cash used for investing activities
Cash flows from financing activities:
Net borrowings under margin borrowing facilities
Purchase of A ordinary shares
Net cash provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
6
1. Principles of Consolidation and Basis of Presentation
Global Indemnity plc (“Global Indemnity” or “the Company”) was incorporated on March 9, 2010 and is domiciled in Ireland. Global Indemnity replaced the Company’s predecessor, United America Indemnity, Ltd., as the ultimate parent company as a result of a re-domestication transaction in July, 2010. The Company’s A ordinary shares are publicly traded on the NASDAQ Global Select Market under the trading symbol “GBLI.”
Starting in the 1stquarter of 2015, the Company manages its business through three business segments: Commercial Lines, managed in Bala Cynwyd, offers specialty property and casualty products designed for product lines such as Small Business Binding Authority, Property Brokerage, and Programs; Personal Lines, managed in Scottsdale, AZ, offers specialty personal lines and agricultural coverage; and Reinsurance Operations, managed in Bermuda, provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies. The Commercial Lines and Personal Lines segments comprise the Company’s U.S. Insurance Operations. See Note 14 for additional information regarding segments.
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 and six months ended June 30, 2015 and 2014 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 2014 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of Global Indemnity and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
2. Acquisition
On January 1, 2015, Global Indemnity Group, Inc., a subsidiary of the Company, acquired 100% of the voting equity interest of American Reliable Insurance Company (“American Reliable”) from American Bankers Insurance Group, Inc. by paying $113.7 million in cash and assuming $283.4 million of customary insurance related liabilities, obligations, and mandates. Per the American Reliable Stock Purchase Agreement, the ultimate purchase price is subject to (i) accounting procedures that were performed in 2015 to determine GAAP book value and (ii) indemnification on future development on recorded loss and loss adjustment expenses as of December 31, 2014. In accordance with the Stock Purchase Agreement, on the third calendar year following the calendar year of the closing, if loss and loss adjustment expenses for accident years 2014 and prior are lower than recorded unpaid loss and loss adjustment expenses as of December 31, 2014, Global Indemnity Group, Inc. will pay the variance to American Bankers Group, Inc. Conversely, if loss and loss adjustment expenses for accident years 2014 and prior exceed recorded unpaid loss and loss adjustment expenses as of December 31, 2014, American Bankers Group, Inc. will pay the variance to Global Indemnity Group, Inc. The Company’s current estimate of the purchase price, based on available financial information, is approximately $105.8 million.
The results of American Reliable’s operations have been included in the Company’s consolidated financial statements since the date of the acquisition on January 1, 2015.
The purchase of American Reliable expands Global Indemnity’s product offerings. American Reliable is a specialty company that distributes personal lines products written on an admitted basis that are unusual and harder to place. It complements Global Indemnity’s existing US Insurance Operations that primarily distribute commercial lines products on an excess and surplus lines basis.
American Reliable is domiciled in Arizona and as such is subject to its state insurance department regulations.
7
For the quarter and six months ended June 30, 2015, American Reliable had total revenues of $67.3 million and $132.6 million, respectively, and pre-tax income (loss) of $(4.0) million and $2.7 million, respectively. These amounts are included in the Company’s results of operations for the quarter and six months ended June 30, 2015.
The following table presents the Company’s unaudited pro forma consolidated results of operations for the quarters and six months ended June 30, 2015 and 2014 as if the acquisition had occurred on January 1, 2014 instead of January 1, 2015.
Total Revenue
Net Income
Net Income per share
The pro forma results were calculated by applying the Company’s accounting policies and adjusting the result of American Reliable to reflect (i) impact of intercompany reinsurance with Global Indemnity Reinsurance Company, Ltd. (“Global Indemnity Reinsurance”), (ii) the impact on interest expense resulting from changes to the Company’s capital structure in connection with the acquisition, (iii) impact on investment income from the acquisition date adjustments to fair value of investments, (iv) impact on underwriting expenses from the acquisition date adjustments to fair value of deferred acquisition costs and intangible assets, (v) impact of excluding transaction costs related to the acquisition and (vi) the tax effects of the above adjustments.
The pro forma results do not include any anticipated cost synergies or other effects of the integration of American Reliable. Such pro forma amounts are not indicative of the results that actually would have occurred had the acquisition been completed on January 1, 2014, nor are they indicative of the future operating results of the combined company.
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the acquisition:
ASSETS:
Investments
Premiums receivables, net
Accounts receivable
Reinsurance receivables
Prepaid Reinsurance Premiums
LIABILITIES:
Reinsurance balances payable
Contingent commission
Estimated fair value of net assets acquired
Purchase price
The Company is still in the process of valuing the assets acquired and liabilities assumed. As a result, the allocation of the acquisition consideration is subject to change. During the quarter ended June 30, 2015, the Company obtained additional information which changed the estimated fair value of the assets acquired and liabilities assumed from the values originally reported at March 31, 2015. During the quarter ended June 30, 2015, the Company re-estimated loss reserves, received a revised independent valuation, and continued to evaluate the asset and liability balances. This resulted in accounts receivable decreasing by $0.2 million, intangible assets related to the value of business acquired decreasing by $0.5 million, deferred federal income taxes increasing by $0.1 million, unpaid losses and loss adjustment expenses decreasing by $0.6 million, other liabilities decreasing by $0.3 million, and goodwill increasing by $0.1 million. The Company does not believe that this change in estimate is material to the overall fair value of the assets acquired and liabilities assumed.
8
The transaction is being accounted for using the purchase method of accounting. The assets and liabilities acquired by the Company were adjusted to estimated fair value. The $2.3 million excess of cash and acquisition cost over the estimated fair value of assets acquired was recognized as goodwill. Under the purchase method of accounting, goodwill is not amortized but is tested for impairment at least annually.
Goodwill of $2.3 million, arising from the acquisition, consists largely of the synergies and economies of scales expected from combining the operations of Global Indemnity and American Reliable. The Company has determined that the goodwill of $2.3 million will be assigned to the Personal Lines segment. There is no tax goodwill.
An identification and valuation of intangible assets was performed that resulted in the recognition of intangible assets of $32.0 million with values assigned as follows:
(Dollars in thousands)
Description
State insurance licenses
Value of business acquired
Agent relationships
Trade name
Intangible assets arising from the acquisition will be deductible for income tax purposes over 15 years.
The fair value, gross contractual amounts due, and contractual cash flows not expected to be collected of acquired receivables are as follows:
Premium receivables
In connection with the acquisition, the Company agreed to pay to Fox Paine & Company, LLC (“Fox Paine”) an investment banking fee of 3% of the amount paid plus the additional capital required to operate American Reliable on a standalone basis and a $1.5 million investment advisory fee, which in the aggregate, totaled $6.5 million. This amount is included in corporate and other operating expenses on the Company’s Consolidated Statements of Operations during the six months ended June 30, 2015. As payment for these fees, 267,702 A ordinary shares of Global Indemnity were issued under the Global Indemnity plc Share Incentive Plan in May, 2015. These shares will be registered but cannot be sold until the earlier of five years or a change of control. See Note 12 for additional information on the Global Indemnity plc Share Incentive Plan.
Additional costs, mainly professional fees, of $5.1 million were incurred in connection with the acquisition of American Reliable. Of this amount, $3.3 million was recorded as corporate and other operating expenses on the Company’s Consolidated Statements of Operations during the year ended December 31, 2014 and $1.8 million was recorded as corporate and other operating expenses on the Company’s Consolidated Statements of Operation during the six months ended June 30, 2015.
During the six months ended June 30, 2015, the Company paid approximately $1.6 million in employee compensation related cost, which were related to periods prior to the Acquisition. These costs were accrued by American Reliable and were included in the fair value of net assets acquired by Global Indemnity Group, Inc. on January 1, 2015.
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Geographic Concentration
The following table sets forth the geographic distribution of American Reliable’s gross premiums written, excluding business that is ceded under a 100% quota share reinsurance agreement to American Bankers Insurance Company of Florida, for the year ended December 31, 2014:
Texas
California
North Carolina
Arizona
Louisiana
New York
Florida
Oklahoma
Georgia
New Jersey
Subtotal
All other states
Total
Marketing and Distribution
American Reliable distributes its insurance products primarily through a group of approximately 290 general and specialty agents and 332 retail agents in Arizona and New Mexico. Of the Company’s non-affiliated general and specialty agents, the top five accounted for 23.9% of American Reliable’s gross premiums written for the year ended December 31, 2014. One agency represented 6.8% of American Reliable’s gross premiums written for the year ended December 31, 2014. There is no agency which accounted for more than 10.0% of American Reliable’s revenue for the year ended December 31, 2014.
Dividend Limitations
The maximum amount of dividends, which can be paid by Arizona domiciled insurance companies without prior approval of the Insurance Commissioner, is subject to certain regulatory restrictions relating to statutory surplus. Specifically, an insurance company may pay dividends equal to the lesser of net income or 10% of its statutory surplus without specific approval from the Insurance Commissioner. At December 31, 2014, the maximum dividend, which may be distributed without approval in 2015, is zero. Dividends in excess of this amount are considered extraordinary.
Reinsurance
As a result of the acquisition, the following reinsurance treaties were entered into:
Earthquake Property Catastrophe Excess of Loss – Effective January 1, 2015, the Company purchased an earthquake property catastrophe excess of loss treaty which provides occurrence coverage for earthquake catastrophe losses of $30 million in excess of $5 million for American Reliable property business. This treaty provides for one full reinstatement of coverage at 100% additional premium as to time and pro rata as to amount of limit reinstated. This treaty was cancelled on May 31, 2015 and rolled into a new combined master catastrophe treaty which was effective June 1, 2015.
American Reliable Property Per Risk Excess of Loss – Effective January 1, 2015, American Reliable renewed its property per risk excess of loss treaty covering business underwritten by American Reliable. This treaty provides coverage in two layers: $1 million per risk in excess of $1 million per risk, and $3 million per risk in excess of $2 million per risk. The first layer is subject to a $2 million limit of liability for all risks involved in one loss occurrence, and the second layer is subject to a $6 million limit for all risks involved in one loss occurrence.
100% Ceded Quota Share to American Bankers – Effective December 1, 2014, American Reliable entered into four treaties to cede 100% of its liabilities related to certain businesses to American Bankers Insurance Company that were not included in the acquisition of American Reliable. For the quarter and six months ended June 30, 2015, American Reliable recorded ceded written premiums of $12.9 million and $23.0 million, respectively, and ceded earned premiums of $18.6 million and $37.4 million, respectively, to American Bankers Insurance Company.
10
100% Assumed Quota Share from American Bankers – Effective December 1, 2014, American Reliable entered into two treaties to assume 100% of its liabilities from various insurers owned by Assurant, Inc. for business included in the acquisition but not written directly by American Reliable. For the quarter and six months ended June 30, 2015, American Reliable recorded assumed written premiums of $24.7 million and $48.1 million, respectively, and assumed earned premiums of $23.5 million and $47.2 million, respectively, from insurance companies owned by Assurant, Inc.
The effect of reinsurance on premiums written and earned by American Reliable is as follows:
For the quarter ended June 30, 2015:
Direct business
Reinsurance assumed
Reinsurance ceded
Net premiums
For the six months ended June 30, 2015:
Commitments
As a result of the acquisition, the Company assumed operating leases related to the operations of American Reliable. Rental expense under these operating leases was $0.2 million and $0.5 million for the quarter and six months ended June 30, 2015, respectively. At June 30, 2015, future minimum cash payments under non-cancelable operating leases related to the operations of American Reliable were as follows:
July 1, 2015 to June 30, 2016
July 1, 2016 to June 30, 2017
July 1, 2017 to June 30, 2018
July 1, 2018 to June 30, 2019
At the time of the acquisition, one of the Company’s policy administration systems was under development. In April, 2015, the Company entered into an agreement with an unrelated third party to build out a rate, quote, bind and issue application for the Company’s agriculture products. This project has an estimated cost of approximately $2.6 million plus reimbursable travel and related expenses.
11
3. Investments
The amortized cost and estimated fair value of investments were as follows as of June 30, 2015 and December 31, 2014:
As of June 30, 2015
U.S. treasury and agency obligations
Obligations of states and political subdivisions
Mortgage-backed securities
Asset-backed securities
Commercial mortgage-backed securities
Corporate bonds
Foreign corporate bonds
Total fixed maturities
Common stock
Other invested assets
As of December 31, 2014
Excluding U.S. treasuries and agency bonds, the Company did not hold any debt or equity investments in a single issuer that was in excess of 4% of shareholders’ equity at June 30, 2015 or December 31, 2014.
12
The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at June 30, 2015, 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
Due in one year through five years
Due in five years through ten years
Due in ten years through fifteen years
Due after fifteen years
The following table contains an analysis of the Company’s securities with gross unrealized losses, categorized by the period that the securities were in a continuous loss position as of June 30, 2015:
13
The following table contains an analysis of the Company’s securities with gross unrealized losses, categorized by the period that the securities were in a continuous loss position as of December 31, 2014:
14
The Company regularly performs various analytical valuation procedures with respect to its investments, including reviewing each fixed maturity security in an unrealized loss position to assess whether the security is a candidate for credit loss. Specifically, the Company considers credit rating, market price, and issuer specific financial information, among other factors, to assess the likelihood of collection of all principal and interest as contractually due. Securities for which the Company determines that a credit loss is likely are subjected to further analysis through discounted cash flow testing to estimate the credit loss to be recognized in earnings, if any. The specific methodologies and significant assumptions used by asset class are discussed below. Upon identification of such securities and periodically thereafter, a detailed review is performed to determine whether the decline is considered other than temporary. This review includes an analysis of several factors, including but not limited to, the credit ratings and cash flows of the securities and the magnitude and length of time that the fair value of such securities is below cost.
For fixed maturities, the factors considered in reaching the conclusion that a decline below cost is other than temporary 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, the Company must recognize an other than temporary impairment with the entire unrealized loss being recorded through earnings. For debt securities in an unrealized loss position not meeting these conditions, the Company assesses whether the impairment of a security is other than temporary. If the impairment is deemed to be other than temporary, the Company must separate the other than temporary impairment into two components: the amount representing the credit loss and the amount related to all other factors, such as changes in interest rates. The credit loss represents the portion of the amortized book value in excess of the net present value of the projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. The credit loss component of the other than temporary impairment is recorded through earnings, whereas the amount relating to factors other than credit losses is recorded in other comprehensive income, net of taxes.
For equity securities, management carefully reviews all securities with unrealized losses to determine if a security should be impaired and further focuses on securities that have either:
The amount of any write-down, including those that are deemed to be other than temporary, is included in earnings as a realized loss in the period in which the impairment arose.
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. treasury and agency obligations – As of June 30, 2015, gross unrealized losses related to U.S. treasury and agency obligations were $0.044 million. With the exception of less than $0.001 million, all unrealized losses have been in an unrealized loss position for twelve months or greater and are rated AA+. Macroeconomic and market analysis is conducted in evaluating these securities. The analysis is driven by moderate interest rate anticipation, yield curve management, and security selection.
15
Obligations of states and political subdivisions – As of June 30, 2015, gross unrealized losses related to obligations of states and political subdivisions were $0.850 million. Of this amount, $0.134 million have been in an unrealized loss position for twelve months or greater and are rated A or better. All factors that influence performance of the municipal bond market are considered in evaluating these securities. The aforementioned factors include 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.
Mortgage-backed securities (“MBS”) – As of June 30, 2015, gross unrealized losses related to mortgage-backed securities were $0.480 million. Of this amount, $0.123 million have been in an unrealized loss position for twelve months or greater, of which, 97.6% are rated AA+. 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. The model first projects HPI at the national level, then at the zip-code level based on the historical relationship between the individual zip code HPI and the national HPI. The model utilizes loan level data and borrower characteristics including FICO score, geographic location, original and current loan size, loan age, mortgage rate and type (fixed rate / interest-only / adjustable rate mortgage), issuer / originator, residential type (owner occupied / investor property), dwelling type (single family / multi-family), loan purpose, level of documentation, and delinquency status as inputs. The model also includes the explicit treatment of silent second liens, utilization of loan modification history, and the application of roll rate adjustments.
Asset-backed securities (“ABS”) – As of June 30, 2015, gross unrealized losses related to asset backed securities were $0.193 million. All unrealized losses have been in an unrealized loss position for less than 12 months and are rated A or better. The weighted average credit enhancement for the Company’s asset backed portfolio is 22.6. This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. 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.
Commercial mortgage-backed securities (“CMBS”) – As of June 30, 2015, gross unrealized losses related to the CMBS portfolio were $0.614 million. Of this amount, $0.166 million have been in an unrealized loss position for twelve months or greater and are rated AA- or better. The weighted average credit enhancement for the Company’s CMBS portfolio is 38.2. This represents the percentage of pool losses that can occur before a mortgage-backed security will incur its first dollar of principal loss. For the Company’s CMBS portfolio, 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. In the analysis, the focus is centered on stressing the significant variables that influence commercial loan defaults and collateral losses in CMBS deals. These variables include: (1) a projected drop in occupancies; (2) capitalization rates that vary by property type and are forecasted to return to more normalized levels as the capital markets repair and capital begins to flow again; and (3) property value stress testing using projected property performance and projected capitalization rates. Term risk is triggered if the projected debt service coverage rate falls below 1x. Balloon risk is triggered if a property’s projected performance does not satisfy new tighter mortgage standards.
Corporate bonds – As of June 30, 2015, gross unrealized losses related to corporate bonds were $0.463 million. Of this amount, $0.017 million have been in an unrealized loss position for twelve months or greater and are rated BBB or better. The analysis for this sector 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.
Foreign bonds – As of June 30, 2015, gross unrealized losses related to foreign bonds were $0.625 million. All unrealized losses have been in an unrealized loss position for less than twelve months. 96.2% of the securities in an unrealized loss position are rated investment grade. For this sector, 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,
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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.
Common stock – As of June 30, 2015, gross unrealized losses related to common stock were $2.277 million. All unrealized losses have been in an unrealized loss position for less than 12 months. To determine if an other than temporary impairment of an equity security has occurred, the Company considers, among other things, the severity and duration of the decline in fair value of the equity security. The Company also examines other factors to determine if the equity security could recover its value in a reasonable period of time.
The Company recorded the following other than temporary impairments (“OTTI”) on its investment portfolio for the quarters and six months ended June 30, 2015 and 2014:
OTTI losses, gross
Portion of loss recognized in other comprehensive income (pre-tax)
Net impairment losses on fixed maturities recognized in earnings
Equity securities
The following table is an analysis of the credit losses recognized in earnings on fixed maturities held by the Company for the quarters and six months ended June 30, 2015 and 2014 for which a portion of the OTTI loss was recognized in other comprehensive income.
Additions where no OTTI was previously recorded
Additions where an OTTI was previously recorded
Reductions for securities for which the company intends to sell or more likely than not will be required to sell before recovery
Reductions reflecting increases in expected cash flows to be collected
Reductions for securities sold during the period
Accumulated Other Comprehensive Income, Net of Tax
Accumulated other comprehensive income, net of tax, as of June 30, 2015 and December 31, 2014 was as follows:
Net unrealized gains from:
Fixed maturities
Other
Deferred taxes
Accumulated other comprehensive income, net of tax
17
The following tables present the changes in accumulated other comprehensive income, net of tax, by component for the quarters and six months ended June 30, 2015 and 2014:
Quarter Ended June 30, 2015
Beginning balance
Other comprehensive income (loss) before reclassification
Amounts reclassified from accumulated other comprehensive income (loss)
Ending balance
Quarter Ended June 30, 2014
Six Months Ended June 30, 2015
Six Months Ended June 30, 2014
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The reclassifications out of accumulated other comprehensive income for the quarters and six months ended June 30, 2015 and 2014 were as follows:
Details about Accumulated Other ComprehensiveIncome Components
Affected Line Item in the
Consolidated Statements of
Operations
Unrealized gains and losses on available for sale securities
Foreign Currency Items
Total reclassifications
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Net Realized Investment Gains
The components of net realized investment gains for the quarters and six months ended June 30, 2015 and 2014 were as follows:
Gross realized gains
Gross realized losses
Net realized gains
Common stock:
Preferred stock:
Derivatives:
Net realized gains (losses)
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The proceeds from sales of available-for-sale securities resulting in net realized investment gains for the six months ended June 30, 2015 and 2014 were as follows:
Preferred stock
Net Investment Income
The sources of net investment income for the quarters and six months ended June 30, 2015 and 2014 were as follows:
Total investment income
Investment expense
The Company’s total investment return on a pre-tax basis for the quarters and six months ended June 30, 2015 and 2014 were as follows:
Net realized investment gains
Change in unrealized investment losses
Net realized and unrealized investment returns
Total investment return
Total investment return % (1)
Average investment portfolio (2)
Insurance Enhanced Asset Backed and Credit Securities
As of June 30, 2015, the Company held insurance enhanced asset backed and credit securities with a market value of approximately $41.1 million. Approximately $17.5 million of these securities were tax free municipal bonds, which represented approximately 1.0% of the Company’s total cash and invested assets, net of payable/receivable for securities purchased and sold. These securities had an average rating of “A+.” Approximately $6.5 million of these bonds are pre-refunded with U.S. treasury securities, of which $0.1 million are backed by financial guarantors, meaning that funds have been set aside in escrow to satisfy the future interest and principal obligations of the bond. Of the remaining $11.0 million of insurance enhanced municipal bonds, $0.5 million would have carried a lower credit rating had they not been insured. The following table provides a breakdown of the ratings for these municipal bonds with and without insurance.
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Ratings
with
without
AA
BB
A summary of the Company’s insurance enhanced municipal bonds that are backed by financial guarantors, including the pre-refunded bonds that are escrowed in U.S. government obligations, as of June 30, 2015, is as follows:
Financial Guarantor
Ambac Financial Group
Assured Guaranty Corporation
Municipal Bond Insurance Association
Gov’t National Housing Association
Total backed by financial guarantors
Other credit enhanced municipal bonds
In addition to the tax-free municipal bonds, the Company held $23.6 million of asset-backed and taxable municipal bonds, which represented approximately 1.3% of the Company’s total invested assets, net of receivable/payable for securities purchased and sold. The financial guarantors of the Company’s $23.6 million of insurance enhanced asset-backed and taxable municipal securities include Municipal Bond Insurance Association ($8.8 million), Ambac Financial Group ($1.5 million), Assured Guaranty Corporation ($11.0 million), Financial Guaranty Insurance Group ($0.3 million) and Build America Mutual ($2.0 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 June 30, 2015.
Bonds Held on Deposit
Certain cash balances, cash equivalents, equity securities and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral pursuant to borrowing arrangements, or were held in trust pursuant to intercompany reinsurance agreements. The fair values were as follows as of June 30, 2015 and December 31, 2014:
On deposit with governmental authorities
Intercompany trusts held for the benefit of U.S. policyholders
Held in trust pursuant to third party requirements
Letter of credit held for third party requirements
Securities held as collateral for borrowing arrangements (1)
4. Derivative Instruments
Interest rate swaps are used by the Company primarily to reduce risks from changes in interest rates. Under the terms of the interest rate swaps, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts as calculated by reference to an agreed notional amount.
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The Company accounts for the interest rate swaps as non-hedge instruments and recognizes the fair value of the interest rate swaps in other assets or other liabilities on the consolidated balance sheets with the changes in fair value recognized as net realized investment gains in the consolidated statement of operations. The estimated fair value of the interest rate swaps, which is primarily derived from the forward interest rate curve, is based on the valuation received from a third party financial institution.
The following table summarizes information on the location and the gross amount of the derivatives’ fair value on the consolidated balance sheets as of June 30, 2015 and December 31, 2014:
Derivatives Not Designated as Hedging
Instruments under ASC 815
Interest rate swap agreements
The following table summarizes the net gain and losses included in the consolidated statement of operations for changes in the fair value of the derivatives and the periodic net interest settlements under the derivatives for the quarters and six months ended June 30, 2015 and 2014:
As of June 30, 2015, the Company is due receivables of $5.3 million for collateral posted and $13.1 million for margin calls made in connection with the interest rate swaps. These amounts are included in other assets on the consolidated balance sheets.
5. Fair Value Measurements
The accounting standards related to fair value measurements define fair value, establish a framework for measuring fair value, outline a fair value hierarchy based on inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. These standards do not change existing guidance as to whether or not an instrument is carried at fair value. The Company has determined that its fair value measurements are in accordance with the requirements of these accounting standards.
The Company’s invested assets and derivative instruments 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.
Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for invested assets within the Level 3 category presented in the tables below may include changes in fair value that are attributed to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.
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The following table presents information about the Company’s invested assets and derivative instruments measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
Assets:
Total assets measured at fair value
Derivative instruments
Total liabilities measured at fair value
The securities classified as Level 1 in the above table consist of U.S. Treasuries and equity securities actively traded on an exchange.
The securities classified as Level 2 in the above table consist primarily of fixed maturity securities and derivative instruments. Based on the typical trading volumes and the lack of quoted market prices for fixed maturities, 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 estimated fair value of the interest rate swaps is obtained from a third party financial institution who utilizes observable inputs such as the forward interest rate curve.
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There were no transfers between Level 1 and Level 2 during the quarters and six months ended June 30, 2015 or 2014.
The following table presents changes in Level 3 investments measured at fair value on a recurring basis for the quarters and six months ended June 30, 2015 and 2014:
Total gains (losses) (realized / unrealized):
Included in accumulated other comprehensive income (loss)
Investment Income:
Equity in Limited Partnership
Purchases
Distributions
The investments classified as Level 3 in the above table relate to investments in limited partnerships. The Company does not have access to daily valuations; therefore, the estimated fair values of the limited partnerships are measured utilizing net asset value, typically on a quarter lag, as a practical expedient for the limited partnerships.
The Company uses the equity method to account for an investment in a limited partnership where its ownership interest exceeds 3%. The equity method of accounting for an investment in a limited partnership requires changes in fair market value to be reflected in the income statement. The Company records the changes in fair market value for investments in limited partnerships accounted for under the equity method to investment income. The change in fair market value included in investment income for this limited partnership during the second quarter of 2015 was $1.1 million.
Fair Value of Alternative Investments
Included in “Other invested assets” in the fair value hierarchy at June 30, 2015 and December 31, 2014 are limited liability partnerships measured at fair value. The following table provides the fair value and future funding commitments related to these investments at June 30, 2015 and December 31, 2014.
Equity Fund, LP (1)
Real Estate Fund, LP (2)
European Non-Performing Loan Fund, LP (3)
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Pricing
The Company’s pricing vendors provide prices for all investment categories except for investments in limited partnerships which are measured utilizing net asset values as a practical expedient. One vendor provides prices for equity securities and all fixed maturity categories.
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 and six months ended June 30, 2015 and 2014, the Company has not adjusted quotes or prices obtained from the pricing vendors.
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6. Income Taxes
The statutory income tax rates of the countries where the Company does business are 35% in the United States, 0% in Bermuda, 0% in the Cayman Islands, 0% in Gibraltar, 29.22% in the Duchy of Luxembourg, and 25% on non-trading income, 33% on capital gains and 12.5% on trading income in the Republic of Ireland. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense. Generally, during interim periods, the Company will divide total estimated annual income tax expense by total estimated annual pre-tax income to determine the expected annual income tax rate used to compute the income tax provision. The expected annual income tax rate is then applied against interim pre-tax income, excluding net realized gains and losses and limited partnership distributions, and that amount is then added to the actual income taxes on net realized gains and losses, discrete items and limited partnership distributions. However, when there is significant volatility in the expected effective tax rate, the Company records its actual income tax provision in lieu of the estimated effective income tax rate. In 2015, the Company recorded its income tax provision using a discrete period computation because a reliable estimate of an effective tax rate could not be made.
The Company’s income before income taxes from its non-U.S. subsidiaries and U.S. subsidiaries, including the results of the quota share and stop-loss agreements between Global Indemnity Reinsurance and the Insurance Operations, for the quarters and six months ended June 30, 2015 and 2014 were as follows:
Quarter Ended June 30, 2015:
Net realized investment gains (losses)
Income (loss) before income taxes
Quarter Ended June 30, 2014:
Other income (loss)
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Six Months Ended June 30, 2015:
Six Months Ended June 30, 2014:
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The following table summarizes the components of income tax expense (benefit):
Current income tax expense:
Foreign
U.S. Federal
Total current income tax expense (benefit)
Deferred income tax expense (benefit):
Total deferred income tax expense (benefit)
Total income tax expense (benefit)
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:
Expected tax provision at weighted average rate
Adjustments:
Tax exempt interest
Dividend exclusion
Effective tax rate adjustment
Actual tax on continuing operations
The effective income tax benefit rate for the quarter ended June 30, 2015 was 13.7%, compared to an effective income tax expense rate of 25.9%, for the quarter ended June 30, 2014. The decrease in the effective tax rate is primarily due to large capital gains in the quarter ended June 30, 2014. Taxes were computed using a discrete period computation because a reliable estimate of an effective tax rate could not be made.
The effective income tax benefit rate for the six months ended June 30, 2015 was 37.8%, compared to an effective income tax expense rate of 18.8% for the six months ended June 30, 2014. The decrease in the effective tax rate is primarily due to expenses related to the acquisition of American Reliable Insurance Company in 2015 and large capital gains in 2014. Taxes were computed using a discrete period computation because a reliable estimate of an effective tax rate could not be made.
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The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at June 30, 2015 and December 31, 2014 are presented below:
Deferred tax assets:
Discounted unpaid losses and loss adjustment expenses
Alternative minimum tax credit carryover
Partnership K1 basis differences
Capital gain on derivative instruments
Investment impairments
Stock options
Stat-to-GAAP reinsurance reserve
Intercompany transfers
Total deferred tax assets
Deferred tax liabilities:
Unrealized gain on securities available-for-sale and investments in limited partnerships included in accumulated other comprehensive income
Investment basis differences
Depreciation and amortization
Total deferred tax liabilities
Total net deferred tax assets
Management believes it is more likely than not that the deferred tax assets will be fully utilized in future years. As a result, the Company has not recorded a valuation allowance at June 30, 2015 and December 31, 2014.
The Company has an alternative minimum tax credit carry forward of $10.5 million and $10.5 million as of June 30, 2015 and December 31, 2014, respectively, which can be carried forward indefinitely. The company has no net operating loss (“NOL”) carryforward as of June 30, 2015 or December 31, 2014.
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7. Liability for Unpaid Losses and Loss Adjustment Expenses
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:
Less: Ceded reinsurance receivables
Net balance at beginning of period
Purchased reserves, gross
Less: Purchased reserves ceded
Purchased reserves, net
Incurred losses and loss adjustment expenses related to:
Current year
Prior years
Total incurred losses and loss adjustment expenses
Paid losses and loss adjustment expenses related to:
Total paid losses and loss adjustment expenses
Net balance at end of period
Plus: Ceded reinsurance receivables
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.
In the second quarter of 2015, the Company decreased its prior accident year loss reserves by $5.2 million, which consisted of a $3.6 million decrease related to Commercial Lines and a $1.6 million decrease related to Reinsurance Operations.
The $3.6 million decrease related to Commercial Lines primarily consisted of the following:
The $1.6 million decrease related to Reinsurance Operations was primarily due to less severity on property than expected in accident years 2011 through 2014 due to catastrophe losses developing better than anticipated.
In the second quarter of 2014, the Company reduced its prior accident year loss reserves by $4.0 million, which consisted of a $3.0 million decrease related to Commercial Lines and a $1.0 million decrease related to Reinsurance Operations.
The $3.0 million decrease related to Commercial Lines primarily consisted of the following:
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The $1.0 million decrease related to Reinsurance Operations primarily consisted of the following:
In the first six months of 2015, the Company decreased its prior accident year loss reserves by $8.7 million, which consisted of a $5.6 million decrease related to Commercial Lines and a $3.1 million decrease related to Reinsurance Operations.
The $5.6 million decrease related to Commercial Lines primarily consisted of the following:
The $3.1 million decrease related to Reinsurance Operations was primarily due to less severity on property than expected in accident years 2011 through 2014 due to catastrophe losses developing better than anticipated.
In the first six months of 2014, the Company reduced its prior accident year loss reserves by $6.1 million, which consisted of a $5.0 million decrease related to Commercial Lines and a $1.1 million decrease related to Reinsurance Operations.
The $5.0 million decrease related to Commercial Lines primarily consisted of the following:
The $1.1 million decrease related to Reinsurance Operations primarily consisted of the following:
8. Debt
The amount outstanding on the Company’s margin borrowing facilities was $187.4 million and $174.7 million as of June 30, 2015 and December 31, 2014, respectively. The borrowing rate for each facility is tied to LIBOR and is currently approximately 1%. These facilities are due on demand. The borrowings are subject to maintenance margin, which is a minimum account balance that must be maintained. A decline in market conditions could require an additional deposit of collateral. As of June 30, 2015, approximately $238.3 million in securities were deposited as collateral to support the borrowing.
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9. Shareholders’ Equity
Repurchases of the Company’s A ordinary shares
The following table provides information with respect to the A ordinary shares that were surrendered or repurchased during the quarter ended June 30, 2015:
Period (1)
May 1-31, 2015
No shares were repurchased during the quarter ended June 30, 2014.
Please see Note 11 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2014 Annual Report on Form 10-K for more information on the Company’s repurchase program.
10. Related Party Transactions
Fox Paine & Company
As of June 30, 2015, Fox Paine beneficially owned shares having approximately 93% of the Company’s total outstanding voting power. Fox Paine has the right to appoint a number of the Company’s Directors equal in aggregate to the pro rata percentage of the voting shares of the Company beneficially held by Fox Paine for so long as Fox Paine holds an aggregate of 25% or more of the voting power in the Company. Fox Paine controls the election of all of the Company’s Directors due to its controlling share ownership. The Company’s Chairman is a member of Fox Paine. The Company relies on Fox Paine to provide management services and other services related to the operations of the Company.
At June 30, 2015 and December 31, 2014, Global Indemnity Reinsurance was a limited partner in Fox Paine Capital Fund, II, which is managed by Fox Paine. This investment was originally made by United National Insurance Company in June 2000 and pre-dates the September 5, 2003 acquisition by Fox Paine of Wind River Investment Corporation, which was the predecessor holding company for United National Insurance Company. The Company’s investment in this limited partnership was valued at $3.3 million and $3.4 million at June 30, 2015 and December 31, 2014, respectively. At June 30, 2015, the Company had an unfunded capital commitment of $2.4 million to the partnership. There were no distributions received from the limited partnership during the second quarter of 2015 or 2014. During the six months ended June 30, 2015, the Company received a distribution of $0.8 million. There were no distributions received from the limited partnership during the six months ended June 30, 2014.
The Company relies on Fox Paine to provide management services and other services related to the operations of the Company. The Company incurred management fees of $0.5 million in each of the quarters ended June 30, 2015 and 2014 and $1.0 million in each of the six months ended June 30, 2015 and 2014 as part of the annual management fee paid to Fox Paine. As of June 30, 2015 and December 31, 2014, unpaid management fees, which were included in other liabilities on the consolidated balance sheets, were $1.6 million and $0.6 million, respectively.
In connection with the acquisition, the Company agreed to pay to Fox Paine an investment banking fee of 3% of the amount paid plus the additional capital required to operate American Reliable on a standalone basis and a $1.5 million investment advisory fee, which in the aggregate, totaled $6.5 million. This amount is included in corporate and other operating expenses on the Company’s Consolidated Statements of Operations during the six months ended June 30, 2015. As payment for these fees, 267,702 A ordinary shares of Global Indemnity were issued under the Global Indemnity plc Share Incentive Plan in May, 2015. These shares will be registered but cannot be sold until the earlier of five years or a change of control. See Note 12 for additional information on the Global Indemnity plc Share Incentive Plan.
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Cozen O’Connor
The Company incurred $0.2 million and $0.06 million for legal services rendered by Cozen O’Connor during the quarters ended June 30, 2015 and 2014, respectively. The Company incurred $0.3 million and $0.09 million for legal services rendered by Cozen O’Connor during the six months ended June 30, 2015 and 2014, respectively. Stephen A. Cozen, the chairman of Cozen O’Connor, is a member of the Company’s Board of Directors.
Crystal & Company
The Company incurred brokerage fees with Crystal & Company, an insurance broker, of $0.06 million during each of the quarters ended June 30, 2015 and 2014 and $0.1 million during each of the six months ended June 30, 2015 and 2014. James W. Crystal, the chairman and chief executive officer of Crystal & Company, is a member of the Company’s Board of Directors.
Hiscox Insurance Company (Bermuda) Ltd.
Global Indemnity Reinsurance is a participant in a reinsurance agreement with Hiscox Insurance Company (Bermuda) Ltd. (“Hiscox Bermuda”) effective January 1, 2013. Steve Green, the President of Global Indemnity Reinsurance, was a member of Hiscox Bermuda’s Board of Directors until May, 2014. The Company estimated that the following earned premium and incurred losses related to the agreement have been assumed by Global Indemnity Reinsurance from Hiscox Bermuda:
Assumed earned premium
Assumed losses and loss adjustment expenses
Net balances due to Global Indemnity Reinsurance under this agreement are as follows:
Net receivable balance
11. Commitments and Contingencies
Legal Proceedings
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for such risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
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During 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 June 30, 2015, the Company has funded $26.5 million of this commitment leaving $23.6 million as unfunded.
At June 30, 2015, the Company had an unfunded capital commitment of $2.4 million related to its investment in Fox Paine Capital Fund, II. See Note 10 for additional information on the Company’s investment in Fox Paine Capital Fund, II.
12. Share-Based Compensation Plans
On June 11, 2014, the Company’s Shareholders approved the Global Indemnity plc Share Incentive Plan (the “Plan”). The previous share incentive plan, which became effective in 2003, expired per its terms on September 5, 2013. The purpose of the Plan is to give the Company a competitive advantage in attracting and retaining officers, employees, consultants and non-employee directors by offering stock options, restricted shares and other stock-based awards. Under the Plan, the Company may issue up to 2.0 million A ordinary shares pursuant to awards granted under the Plan.
Options
No stock options were awarded during the quarters ended June 30, 2015 and 2014.
During the six months ended June 30, 2015, the company awarded 200,000 time based options with a strike price of $28.37 per share which vest one third on each of December 31, 2015, December 31, 2016, and December 31, 2017. During the six months ended June 30, 2014, the company awarded 25,000 time based options with a strike price of $24.00 per share which vest in February, 2017. No unvested stock options were forfeited during the quarters ended June 30, 2015 and 2014.
Restricted Shares
No restricted shares were issued to employees during the quarter ended June 30, 2015.
During the quarter ended June 30, 2014, the Company issued 5,671 A ordinary shares, with a weighted average grant date value of $26.45 per share, to a key employee under the Plan. An additional 90,023 A ordinary shares, which were earned prior to April 1, 2014, were granted to key employees when the Company’s Plan was approved on June 11, 2014.
During the six months ended June 30, 2015, the Company issued 138,507 A ordinary shares, with a weighted average grant date value of $28.37 per share, to key employees under the Plan.
Of the shares granted during the six months ended June 30, 2015, 10,574 were granted to the Company’s Chief Executive Officer and vest 33 1/3 on each subsequent anniversary date of the grant for a period of three years subject to an accident year true-up of bonus year underwriting results as of the third anniversary of the grant and an additional 44,058 were granted to the Company’s Chief Executive Officer and other key employees which vest 100% on January 1, 2018. The remaining 83,875 shares were granted to key employees and will vest as follows:
During the six months ended June 30, 2014, the Company issued 95,694 A ordinary shares, with a weighted average grant date value of $25.37 per share, to key employees under the Plan.
Of the shares granted during the six months ended June 30, 2014, 11,587 were granted to the Company’s Chief Executive Officer and vest 33 1/3 on each subsequent anniversary date of the grant for a period of three years subject to an accident year true-up of bonus year underwriting results as of the third anniversary of the grant. 5,671 shares were granted to a key employee and vest 33 1/3% on each subsequent anniversary date of the award for a period of three years. The remaining 78,166 shares were granted to key employees and will vest as follows:
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During the quarters ended June 30, 2015 and 2014, the Company issued 8,798 and 9,250 A ordinary shares, respectively, at a weighted average grant date value of $28.08 and $25.99 per share, respectively, to non-employee directors of the Company under the Plan. During the six months ended June 30, 2015 and 2014, the Company issued 18,045 and 18,178 A ordinary shares, respectively, at a weighted average grant date value of $27.91 and $26.16 per share, respectively, to non-employee directors of the Company under the Plan. All of the shares issued to non-employee directors of the Company in 2015 and 2014 were fully vested but subject to certain restrictions. An additional 27,766 A ordinary shares were granted to non-employee directors on June 11, 2014. These shares were issued to non-employee directors prior to April 1, 2014 on the condition that the shareholders approve the Company’s revised share incentive plan at the Company’s 2014 annual shareholder meeting which occurred on June 11, 2014.
13. Earnings Per Share
Earnings per share have been computed using the weighted average number of ordinary shares and ordinary share equivalents outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per share:
Basic earnings per share:
Weighted average shares outstanding – basic
Net income per share
Diluted earnings per share:
Weighted average shares outstanding – diluted
A reconciliation of weighted average shares for basic earnings per share to weighted average shares for diluted earnings per share is as follows:
Weighted average shares for basic earnings per share
Non-vested restricted stock
Weighted average shares for diluted earnings per share
The weighted average shares outstanding used to determine dilutive earnings per share for the quarters ended June 30, 2015 and 2014 do not include 512,500 and 37,500 shares, respectively, which were deemed to be anti-dilutive. The weighted average shares outstanding used to determine dilutive earnings per share for the six months ended June 30, 2015 and 2014 do not include 512,500 and 37,500 shares, respectively, which were deemed to be anti-dilutive.
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14. Segment Information
The acquisition of American Reliable has impacted the way the Company manages and analyzes its operating results. The business acquired from American Reliable is considered to be a separate segment, Personal Lines. The Company now manages its business through three business segments: Commercial Lines, managed in Bala Cynwyd, PA, offers specialty property and casualty products designed for product lines such as Small Business Binding Authority, Property Brokerage, and Programs; Personal Lines, managed in Scottsdale, AZ, offers specialty personal lines and agricultural coverage; and Reinsurance Operations, managed in Bermuda, provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies.
The following are tabulations of business segment information for the quarters and six months ended June 30, 2015 and 2014.
Income (loss) from segments
Unallocated Items:
Income tax benefit
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Income tax expense
38
Income from segments
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15. New Accounting Pronouncements
In May, 2015, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance surrounding investments in certain entities that calculate net asset value per share. The new guidance removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. It also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. This guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.
In May, 2015, the FASB issued new accounting guidance surrounding short-duration contracts. The new guidance requires additional disclosure surrounding the liability for unpaid claims and claim adjustment expenses. This guidance is effective for public business entities for annual periods beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2016.
The Company does not expect either of these two new accounting pronouncements to have a material impact on the Company’s consolidated statements of financial position or results of operations.
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 Global Indemnity included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please see “Cautionary Note Regarding Forward-Looking Statements” at the end of this Item 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, 2014.
Recent Developments
On June 12, 2015, A.M. Best affirmed the financial strength rating of “A” (Excellent) for Global Indemnity Reinsurance and its U.S. insurance subsidiaries. Global Indemnity Reinsurance and subsidiaries have a financial size category of “XII” with A.M. Best, which represents an adjusted policyholder’s surplus of $1 billion to $1.25 billion.
Acquisition of American Reliable Insurance Company
On January 1, 2015, Global Indemnity Group, Inc. completed its acquisition of American Reliable. The results of American Reliable’s operations are included in the Company’s consolidated financial statements since the date of acquisition on January 1, 2015. The business acquired from American Reliable is considered to be a separate segment, Personal Lines. For additional information related to the acquisition of American Reliable, see Note 2 and Note 14 of the notes to the consolidated financial statements in Item 1 of Part I as well as the “Overview” and “Results of Operations” sections below.
Overview
In connection with the acquisition of American Reliable, the Company reevaluated segment classifications and determined that the Company will operate and manage its business through three business segments: Commercial Lines, Personal Lines, and Reinsurance Operations.
The Company’s Commercial Lines segment distribute property and casualty insurance products through a group of approximately 110 professional general agencies that have limited quoting and binding authority, as well as a number of wholesale insurance brokers who in turn sell the Company’s insurance products to insureds through retail insurance brokers. Commercial Lines operates predominantly in the excess and surplus lines marketplace. The Company manages its Commercial Lines segment via product classifications. These product classifications are: 1) Penn-America, which includes property and general liability products for small commercial businesses distributed through a select network of wholesale general agents with specific binding authority; 2) United National, which includes property, general liability, and professional
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lines products distributed through program administrators with specific binding authority; and 3) Diamond State, which includes property, casualty, and professional lines products distributed through wholesale brokers and program administrators with specific binding authority.
The Company’s Personal Lines segment, via the American Reliable product classification, offers specialty personal lines and agricultural coverage through general and specialty agents.
The Company’s Reinsurance Operations consisting solely of the operations of Global Indemnity Reinsurance, provides reinsurance solutions through brokers and on a direct basis. In prior years, the Company provided reinsurance solutions through program managers and primary writers, including regional insurance companies. Global Indemnity Reinsurance is a Bermuda based treaty reinsurer for specialty property and casualty insurance and reinsurance companies. Global Indemnity Reinsurance conducts business in Bermuda and is focused on using its capital capacity to write catastrophe-oriented placements and other niche or specialty-focused treaties meeting the Company’s risk tolerance and return thresholds.
The Company derives its revenues primarily from premiums paid on insurance policies that it writes and from income generated by its investment portfolio, net of fees paid for investment management services. The amount of insurance premiums that the Company receives is a function of the amount and type of policies it writes, as well as prevailing market prices.
The Company’s expenses include losses and loss adjustment expenses, acquisition costs and other underwriting expenses, corporate and other operating expenses, interest, investment expenses, and income taxes. Losses and loss adjustment expenses are estimated by management and reflect the Company’s best estimate of ultimate losses and costs arising during the reporting period and revisions of prior period estimates. The Company records its best estimate of losses and loss adjustment expenses based on both internal and external actuarial analyses of the estimated losses the Company expects to incur on the insurance policies it writes. The ultimate losses and loss adjustment expenses will depend on the actual costs to resolve claims. Acquisition costs consist principally of commissions and premium taxes that are typically a percentage of the premiums on the insurance policies the Company writes, net of ceding commissions earned from reinsurers. Other underwriting expenses consist primarily of personnel expenses and general operating expenses. Corporate and other operating expenses are comprised primarily of outside legal fees, other professional and accounting fees, directors’ fees, management fees and salaries and benefits for company personnel whose services relate to the support of corporate activities. Interest expense is primarily comprised of amounts due on outstanding debt.
Critical Accounting Estimates and Policies
The Company’s consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
The Company believes that of the Company’s significant accounting policies, the following may involve a higher degree of judgment and estimation.
Liability for Unpaid Losses and Loss Adjustment Expenses
Although variability is inherent in estimates, the Company believes that the liability for unpaid losses and loss adjustment expenses reflects its best estimate for future amounts needed to pay losses and related loss adjustment expenses and the impact of its reinsurance coverage with respect to insured events.
In developing loss and loss adjustment expense (“loss” or “losses”) reserve estimates for the Company’s Insurance Operations, its actuaries perform detailed reserve analyses each quarter. To perform the analysis, the data is organized at a “reserve category” level. Management is responsible for the final determination of loss reserve selections. A reserve category can be a line of business such as commercial automobile liability, or it can be a particular type of claim such as construction defect. The reserves within a reserve category level are characterized as short-tail and long-tail. For long-tail business, it will generally be several years between the time the business is written and the time when all claims are settled. The Company’s long-tail exposures include general liability, professional liability, products liability, commercial automobile liability, and excess and umbrella. Short-tail exposures include property, commercial automobile physical damage, and equine mortality.
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To manage its insurance operations, the Company differentiates by product classifications, which are Penn-America, United National, Diamond State and American Reliable. For further discussion about the Company’s product classifications, see “General – Business Segments—Insurance Operations” in Item 1 of Part I of the Company’s 2014 Annual Report on Form 10-K. Each of the Company’s product classifications contain both long-tail and short-tail exposures. Every reserve category is analyzed by the Company’s actuaries each quarter. The analyses generally include reviews of losses gross of reinsurance and net of reinsurance.
Loss reserve estimates for the Company’s Reinsurance Operations are developed by independent, external actuaries at least annually and are regularly monitored by management. Management is responsible for the final determination of loss reserve selections. The data for this analysis is organized by treaty and treaty year. As with the Company’s reserves for its Insurance Operations, reserves for its Reinsurance Operations are characterized as short-tail and long-tail. Long-tail exposures include workers compensation, professional liability, and excess and umbrella liability. Short-tail exposures are primarily catastrophe exposed property and marine accounts. Management reviews each treaty each quarter both gross and net of reinsurance.
In addition to the Company’s internal reserve analysis, independent external actuaries perform a full, detailed review of the Insurance and Reinsurance Operations’ reserves annually. The Company reviews both the internal and external actuarial analyses in determining its reserve position.
The Paid Development method estimates ultimate losses by reviewing paid loss patterns and applying them to accident years with further expected changes in paid loss. Selection of the paid loss pattern requires analysis of several factors including the impact of inflation on claims costs, the rate at which claims professionals make claim payments and close claims, the impact of judicial decisions, the impact of underwriting changes, the impact of large claim payments and other factors. Claim cost inflation itself requires evaluation of changes in the cost of repairing or replacing property, changes in the cost of medical care, changes in the cost of wage replacement, judicial decisions, legislative changes and other factors. Because this method assumes that losses are paid at a consistent rate, changes in any of these factors can impact the results. Since the method does not rely on case reserves, it is not directly influenced by changes in the adequacy of case reserves.
For many reserve categories, paid loss data for recent periods may be too immature or erratic for accurate predictions. This situation often exists for long-tail exposures. In addition, changes in the factors described above may result in inconsistent payment patterns. Finally, estimating the paid loss pattern subsequent to the most mature point available in the data analyzed often involves considerable uncertainty for long-tail reserve categories.
The Incurred Development method is similar to the Paid Development method, but it uses case incurred losses instead of paid losses. Since this method uses more data (case reserves in addition to paid losses) than the Paid Development method, the incurred development patterns may be less variable than paid development patterns. However, selection of the incurred loss pattern requires analysis of all of the factors listed in the description of the Paid Development method. In addition, the inclusion of case reserves can lead to distortions if changes in case reserving practices have taken place and the use of case incurred losses may not eliminate the issues associated with estimating the incurred loss pattern subsequent to the most mature point available.
The Expected Loss Ratio method multiplies premiums by an expected loss ratio to produce ultimate loss estimates for each accident year. This method may be useful if loss development patterns are inconsistent, losses emerge very slowly, or there is relatively little loss history from which to estimate future losses. The selection of the expected loss ratio requires analysis of loss ratios from earlier accident years or pricing studies and analysis of inflationary trends, frequency trends, rate changes, underwriting changes, and other applicable factors.
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The Bornhuetter-Ferguson method using premiums and paid losses is a combination of the Paid Development method and the Expected Loss Ratio method. This method normally determines expected loss ratios similar to the method used for the Expected Loss Ratio method and requires analysis of the same factors described above. The method assumes that only future losses will develop at the expected loss ratio level. The percent of paid loss to ultimate loss implied from the Paid Development method is used to determine what percentage of ultimate loss is yet to be paid. The use of the pattern from the Paid Development method requires consideration of all factors listed in the description of the Paid Development method. The estimate of losses yet to be paid is added to current paid losses to estimate the ultimate loss for each year. This method will react very slowly if actual ultimate loss ratios are different from expectations due to changes not accounted for by the expected loss ratio calculation.
The Bornhuetter-Ferguson method using premiums and incurred losses is similar to the Bornhuetter-Ferguson method using premiums and paid losses except that it uses case incurred losses. The use of case incurred losses instead of paid losses can result in development patterns that are less variable than paid development patterns. However, the inclusion of case reserves can lead to distortions if changes in case reserving practices have taken place. The method requires analysis of all the factors that need to be reviewed for the Expected Loss Ratio and Incurred Development methods.
The Average Loss method multiplies a projected number of ultimate claims by an estimated ultimate average loss for each accident year to produce ultimate loss estimates. Since projections of the ultimate number of claims are often less variable than projections of ultimate loss, this method can provide more reliable results for reserve categories where loss development patterns are inconsistent or too variable to be relied on exclusively. In addition, this method can more directly account for changes in coverage that impact the number and size of claims. However, this method can be difficult to apply to situations where very large claims or a substantial number of unusual claims result in volatile average claim sizes. Projecting the ultimate number of claims requires analysis of several factors including the rate at which policyholders report claims to the Company, the impact of judicial decisions, the impact of underwriting changes and other factors. Estimating the ultimate average loss requires analysis of the impact of large losses and claim cost trends based on changes in the cost of repairing or replacing property, changes in the cost of medical care, changes in the cost of wage replacement, judicial decisions, legislative changes and other factors.
For many exposures, especially those that can be considered long-tail, a particular accident year may not have a sufficient volume of paid losses to produce a statistically reliable estimate of ultimate losses. In such a case, the Company’s actuaries typically assign more weight to the Incurred Development method than to the Paid Development method. As claims continue to settle and the volume of paid losses increases, the actuaries may assign additional weight to the Paid Development method. For most of the Company’s reserve categories, even the incurred losses for accident years that are early in the claim settlement process will not be of sufficient volume to produce a reliable estimate of ultimate losses. In these cases, the Company will not assign any weight to the Paid and Incurred Development methods and will use the Bornhuetter-Ferguson and Expected Loss Ratio methods. For short-tail exposures, the Paid and Incurred Development methods can often be relied on sooner primarily because the Company’s history includes a sufficient number of years to cover the entire period over which paid and incurred losses are expected to change. However, the Company may also use the Expected Loss Ratio, Bornhuetter-Ferguson and Average Loss methods for short-tail exposures.
Generally, reserves for long-tail lines give more weight to the Expected Loss Ratio method in the more recent immature years. As the accident years mature, weight shifts to the Bornhuetter-Ferguson methods and eventually to the Incurred and/or Paid Development method. Claims related to umbrella business are usually reported later than claims for other long-tail lines. For umbrella business, the shift from the Expected Loss Ratio method to the Bornhuetter-Ferguson methods to the Loss Development method may be more protracted than for most long tailed lines. Reserves for short-tail lines tend to make the shift across methods more quickly than the long tail lines.
For other more complex reserve categories where the above methods may not produce reliable indications, the Company uses additional methods tailored to the characteristics of the specific situation. Such reserve categories include losses from construction defects and asbestos and environmental (“A&E”).
For construction defect losses, the Company’s actuaries organize losses by the year in which they were reported. To estimate losses from claims that have not been reported, various extrapolation techniques are applied to the pattern of claims that have been reported to estimate the number of claims yet to be reported. This process requires analysis of several factors including the rate at which policyholders report claims to the Company, the impact of judicial decisions, the impact of underwriting changes and other factors. An average claim size is determined from past experience and applied to the number of unreported claims to estimate reserves for these claims.
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Establishing reserves for A&E and other mass tort claims involves considerably more judgment than other types of claims due to, among other things, inconsistent court decisions, an increase in bankruptcy filings as a result of asbestos-related liabilities, and judicial interpretations that often expand theories of recovery and broaden the scope of coverage. The insurance industry continues to receive a substantial number of asbestos-related bodily injury claims, with an increasing focus being directed toward other parties, including installers of products containing asbestos rather than against asbestos manufacturers. This shift has resulted in significant insurance coverage litigation implicating applicable coverage defenses or determinations, if any, including but not limited to, determinations as to whether or not an asbestos-related bodily injury claim is subject to aggregate limits of liability found in most comprehensive general liability policies. The Company continues to closely monitor its asbestos exposure and make adjustments where they are warranted.
In 2009, one of the Company’s insurance companies entered into a settlement agreement to resolve asbestos related coverage litigation related to approximately 3,900 existing asbestos-related bodily injury claims and future claims. The settlement was approved by the Court and a final order was issued in September 2014.
In addition, the Company has exposure to other asbestos related matters. In 2013, three claims were reported on an excess policy that was written in 1985. These claims were settled in April, 2014. Management will continue to monitor the developments of the litigation noted above as well as the new claims that have been reported to determine if any additional financial exposure is present.
Reserve analyses performed by the Company’s internal and external actuaries result in actuarial point estimates. The results of the detailed reserve reviews were summarized and discussed with the Company’s senior management to determine the best estimate of reserves. This group considered many factors in making this decision. The factors included, but were not limited to, the historical pattern and volatility of the actuarial indications, the sensitivity of the actuarial indications to changes in paid and incurred loss patterns, the consistency of claims handling processes, the consistency of case reserving practices, changes in the Company’s pricing and underwriting, and overall pricing and underwriting trends in the insurance market.
Management’s best estimate at June 30, 2015 was recorded as the loss reserve. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross and net reserves of $769.3 million and $630.8 million, respectively, as of June 30, 2015. A breakout of the Company’s gross and net reserves, excluding the effects of the Company’s intercompany pooling arrangements and intercompany stop loss and quota share reinsurance agreements, as of June 30, 2015 is as follows:
Commercial Lines
Personal Lines
Reinsurance Operations
The Company continually reviews these estimates and, based on new developments and information, includes adjustments of the estimated ultimate liability in the operating results for the periods in which the adjustments are made. The establishment of loss and loss adjustment expense reserves makes no provision for the possible broadening of coverage by legislative action or judicial interpretation, or the emergence of new types of losses not sufficiently represented in the Company’s historical experience or that cannot yet be quantified or estimated. The Company regularly analyzes its reserves and reviews pricing and reserving methodologies so that future adjustments to prior year reserves can be minimized. However, given the complexity of this process, reserves require continual updates and the ultimate liability may be higher or lower than previously indicated. Changes in estimates for loss and loss adjustment expense reserves are recorded in the period that the
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change in these estimates is made. See Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for details concerning the changes in the estimate for incurred loss and loss adjustment expenses related to prior accident years.
The detailed reserve analyses that the Company’s internal and external actuaries complete use a variety of generally accepted actuarial methods and techniques to produce a number of estimates of ultimate loss. The Company determines its best estimate of ultimate loss by reviewing the various estimates and assigning weight to each estimate given the characteristics of the reserve category being reviewed. The reserve estimate is the difference between the estimated ultimate loss and the losses paid to date. The difference between the estimated ultimate loss and the case incurred loss (paid loss plus case reserve) is considered to be losses incurred but not reported (“IBNR”). IBNR calculated as such includes a provision for development on known cases (supplemental development) as well as a provision for claims that have occurred but have not yet been reported (pure IBNR).
In light of the many uncertainties associated with establishing the estimates and making the assumptions necessary to establish reserve levels, the Company reviews its reserve estimates on a regular basis and makes adjustments in the period that the need for such adjustments is determined. The anticipated future loss emergence continues to be reflective of historical patterns, and the selected development patterns have not changed significantly from those underlying the Company’s most recent analyses.
The key assumptions fundamental to the reserving process are often different for various reserve categories and accident years. Some of these assumptions are explicit assumptions that are required of a particular method, but most of the assumptions are implicit and cannot be precisely quantified. An example of an explicit assumption is the pattern employed in the Paid Development method. However, the assumed pattern is itself based on several implicit assumptions such as the impact of inflation on medical costs and the rate at which claim professionals close claims. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Each reserve segment has an implicit frequency and severity for each accident year as a result of the various assumptions made.
Previous reserve analyses have resulted in the Company’s identification of information and trends that have caused it to increase or decrease frequency and severity assumptions in prior periods and could lead to the identification of a need for additional material changes in loss and loss adjustment expense reserves, which could materially affect results of operations, equity, business and insurer financial strength and debt ratings. Factors affecting loss frequency include, among other things, the effectiveness of loss controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include, among other things, changes in policy limits and deductibles, rate of inflation and judicial interpretations. Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects the Company’s ability to accurately predict loss frequency (loss frequencies are more predictable for short-tail lines) as well as the amount of reserves needed for IBNR.
If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s best estimate. For most of its reserving classes, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes management’s best estimate is more sensitive to changes in severity than frequency. The following table, which the Company believes reflects a reasonable range of variability around its best estimate based on historical loss experience and management’s judgment, reflects the impact of changes (which could be favorable or unfavorable) in frequency and severity on the Company’s current accident year net loss estimate of $157.8 million for claims occurring during the six months ended June 30, 2015:
Frequency Change
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The Company’s net reserves for losses and loss expenses of $630.8 million as of June 30, 2015 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.
Recoverability of Reinsurance Receivables
The Company regularly reviews the collectability of its reinsurance receivables and includes adjustments resulting from this review in earnings in the period in which the adjustment arises. A.M. Best ratings, financial history, available collateral and payment history with the reinsurers are several of the factors that the Company considers when judging collectability. Changes in loss reserves can also affect the valuation of reinsurance receivables if the change is related to loss reserves that are ceded to reinsurers. Certain amounts may be uncollectible if the Company’s reinsurers dispute a loss or if the reinsurer is unable to pay. If its reinsurers do not pay, the Company remains legally obligated to pay the loss.
The carrying amount of the Company’s investments approximates their fair value. The Company regularly performs various analytical valuation procedures with respect to investments, including reviewing each fixed maturity security in an unrealized loss position to determine the amount of unrealized loss related to credit loss and the amount related to all other factors, such as changes in interest rates. The credit loss represents the portion of the amortized book value in excess of the net present value of the projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. The credit loss component of the other than temporary impairment is recorded through earnings, whereas the amount relating to factors other than credit losses are recorded in other comprehensive income, net of taxes. During its review, the Company considers credit rating, market price, and issuer specific financial information, among other factors, to assess the likelihood of collection of all principal and interest as contractually due. Securities for which the Company determines that a credit loss is likely are subjected to further analysis to estimate the credit loss to be recognized in earnings, if any. See Note 3 of the notes to consolidated financial statements in Item 1 of Part I of this report for the specific methodologies and significant assumptions used by asset class. Upon identification of such securities and periodically thereafter, a detailed review is performed to determine whether the decline is considered other than temporary. This review includes an analysis of several factors, including but not limited to, the credit ratings and cash flows of the securities and the magnitude and length of time that the fair value of such securities is below cost.
For an analysis of the Company’s securities with gross unrealized losses as of June 30, 2015 and December 31, 2014, and for other than temporary impairment losses that the Company recorded for the quarters ended June 30, 2015 and 2014, please see Note 3 of the notes to the consolidated financial statements in Item 1 of Part I of this report.
Fair Value Measurements
The Company categorizes its invested assets and derivative instruments that are accounted for at fair value in the consolidated statements into a fair value hierarchy. The fair value hierarchy is directly related to the amount of subjectivity associated with the inputs utilized to determine the fair value of these assets.
The reported value of financial instruments not carried at fair value, principally cash and cash equivalents and margin borrowing facility, approximates fair value.
See Note 5 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further information about the fair value hierarchy and the Company’s assets that are accounted for at fair value.
Goodwill and Intangible Assets
The Company tests for impairment of goodwill at least annually and more frequently as circumstances warrant in accordance with applicable accounting guidance. Accounting guidance allows for the testing of goodwill for impairment using both qualitative and quantitative factors. Impairment of goodwill is recognized only if the carrying amount of the reporting unit, including goodwill, exceeds the fair value of the reporting unit. The amount of the impairment loss would be equal to the excess carrying value of the goodwill over the implied fair value of the reporting unit goodwill.
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Impairment of intangible assets with indefinite useful lives is tested at least annually and more frequently as circumstances warrant in accordance with applicable accounting guidance. Accounting guidance allows for the testing of intangible assets for impairment using both qualitative and quantitative factors. Impairment of indefinite lived intangible assets is recognized only if the carrying amount of the intangible assets exceeds the fair value of said assets. The amount of the impairment loss would be equal to the excess carrying value of the assets over the fair value of said assets.
Intangible assets that are not deemed to have an indefinite useful life are amortized over their estimated useful lives. The carrying amounts of definite lived intangible assets are regularly reviewed for indicators of impairment in accordance with applicable accounting guidance. Impairment is recognized only if the carrying amount of the intangible asset is in excess of its undiscounted projected cash flows. The impairment is measured as the difference between the carrying amount and the estimated fair value of the asset.
Deferred Acquisition Costs
The costs of acquiring new and renewal insurance and reinsurance contracts include commissions, premium taxes and certain other costs that vary with and are directly related to the successful acquisition of new and renewal insurance and reinsurance contracts. The excess of the Company’s costs of acquiring new and renewal insurance and reinsurance contracts over the related ceding commissions earned from reinsurers is capitalized as deferred acquisition costs and amortized over the period in which the related premiums are earned.
In accordance with accounting guidance for insurance enterprises, the method followed in computing such amounts limits them to their estimated realizable value that gives effect to the premium to be earned, related investment income, losses and loss adjustment expenses, and certain other costs expected to be incurred as the premium is earned. A premium deficiency charge is recognized if the sum of expected loss and loss adjustment expenses and unamortized acquisition costs exceeds related unearned premium. This evaluation is done at a product line level in Insurance Operations and at a treaty level in Reinsurance Operations. Any future expected loss on the related unearned premium is recorded first by impairing the unamortized acquisition costs on the related unearned premium followed by an increase to loss and loss adjustment expense reserves on additional expected loss in excess of unamortized acquisition costs. The Company calculates deferred acquisition costs for Insurance Operations separately by product lines and for its Reinsurance Operations separately for each treaty.
Taxation
The Company provides for income taxes in accordance with applicable accounting guidance. The Company’s deferred tax assets and liabilities primarily result from temporary differences between the amounts recorded in the consolidated financial statements and the tax basis of the Company’s assets and liabilities.
At each balance sheet date, management assesses the need to establish a valuation allowance that reduces deferred tax assets when it is more likely than not that all, or some portion, of the deferred tax assets will not be realized. A valuation allowance would be based on all available information including the Company’s assessment of uncertain tax positions and projections of future taxable income from each tax-paying component in each jurisdiction, principally derived from business plans and available tax planning strategies. There are no valuation allowances as of June 30, 2015 or December 31, 2014. The deferred tax asset balance is analyzed regularly by management. This assessment requires significant judgment and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of carryforward periods, and tax planning strategies and/or actions. Based on these analyses, the Company has determined that its deferred tax asset is recoverable. Projections of future taxable income incorporate several assumptions of future business and operations that are apt to differ from actual experience. If, in the future, the Company’s assumptions and estimates that resulted in the forecast of future taxable income for each tax-paying component prove to be incorrect, a valuation allowance may be required. This could have a material adverse effect on the Company’s financial condition, results of operations, and liquidity.
On an interim basis, the Company generally records its tax provision using the expected full year effective tax rate. Forecasts which compute taxable income and taxes expected to be incurred in the jurisdictions where the Company does business are prepared several times per year. The effective tax rate is computed by dividing forecasted income tax expense not including tax on net realized investment gains (losses) and discrete items by forecasted pre-tax income not including net realized investment gains (losses) and discrete items. Changes in pre-tax and taxable income in the jurisdictions where the Company does business can change the effective tax rate. To compute the Company’s income tax expense on an interim basis, the Company generally applies its expected full year effective tax rate against its pre-tax income excluding net realized
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investment gains (losses) and discrete items and then adds actual tax on net realized investment gains (losses) and discrete items to that result. However, when there is significant volatility in the expected tax rate, the Company records its actual income tax provision in lieu of the estimated effective income tax rate.
The Company applies a more likely than not recognition threshold for all tax uncertainties, only allowing the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities.
Business Segments
The Company manages its business through three business segments: Personal Lines, Commercial Lines, and Reinsurance Operations.
The Company evaluates the performance of these three segments based on gross and net premiums written, revenues in the form of net premiums earned and expenses in the form of net losses and loss adjustment expenses, acquisition costs, and other underwriting expenses.
For a description of the Company’s segments, see Note 14 of the notes to the consolidated financial statements in Item 1 of Part I.
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The following table sets forth an analysis of financial data for the Company’s segments during the periods indicated:
Personal Lines premium written:
Ceded premiums written
Commercial Lines premiums written:
Reinsurance Operations premiums written:
Revenues: (1)
Expenses: (2)
Personal Lines (3)
Commercial Lines (4)
Total expenses
Income (loss) from segments:
Total income (loss) from segments
Insurance combined ratio analysis: (5)
Loss ratio
Expense ratio
Combined ratio
Commercial Line
Consolidated
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Results of Operations
All percentage and dollar changes included in the text below have been calculated using the corresponding amounts from the applicable tables.
Quarter Ended June 30, 2015 Compared with the Quarter Ended June 30, 2014
The components of income from the Company’s Personal Lines segment and corresponding underwriting ratios are as follows:
Losses and expenses:
Acquisition costs and other underwriting expenses (2)
Loss from segment
Underwriting Ratios:
Loss ratio:
Current accident year
Prior accident year
Calendar year loss ratio
Reconciliation of Non-GAAP Measures
Loss ratio excluding the effect of prior accident year (3) (4)
Effect of prior accident year
Non catastrophe loss ratio excluding the effect of prior accident year (5) (4)
Non catastrophe loss ratio
Non catastrophe losses excluding the effect of prior accident year (6) (4)
Non catastrophe losses
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Gross premiums written, which represent the amount received or to be received for insurance policies written without reduction for reinsurance costs or other deductions, were $89.0 million for the quarter ended June 30, 2015, compared with $83.0 million for the quarter ended June 30, 2014, an increase of $6.0 million or 7.2%. The increase is primarily due to an increase in premiums on business written by American Reliable that is ceded to insurance entities owned by Assurant under a 100% quota share reinsurance agreement.
Net premiums written, which equal gross premiums written less ceded premiums written, were $72.8 million for the quarter ended June 30, 2015, compared with $73.7 million for the quarter ended June 30, 2014, a decrease of $0.9 million or 1.2%. This decline is primarily due to the non-renewal of one of its programs. The ratio of net premiums written to gross premiums written was 81.8% for the quarter ended June 30, 2015 and 88.8% for the quarter ended June 30, 2014, a decrease of 7.0 points.
Net premiums earned were $65.9 million for the quarter ended June 30, 2015, compared with $64.9 million for the quarter ended June 30, 2014, an increase of $1.0 million or 1.6%. The growth in net premiums earned was primarily due to increases in net premiums written within the previous year. Property net premiums earned for the quarters ended June 30, 2015 and 2014 were $57.1 million and $56.2 million, respectively. Casualty net premiums earned were $8.8 million and $8.7 million for the quarters ended June 30, 2015 and 2014, respectively.
Other Income
Other income was $0.4 million for each of the quarters ended June 30, 2015 and 2014. Other income is primarily comprised of fee income on policies issued and commission income.
Net Losses and Loss Adjustment Expenses
The loss ratio for the Company’s Personal Lines was 68.5% for the quarter ended June 30, 2015 compared with 59.1% for the quarter ended June 30, 2014. The loss ratio is a GAAP financial measure that is generally viewed in the insurance industry as an indicator of underwriting profitability and is calculated by dividing net losses and loss adjustment expenses by net premiums earned.
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The current accident year loss ratio for the quarter ended June 30, 2015 was 68.5%, an increase of 8.8 points from 59.7%, for the quarter ended June 30, 2014:
In the second quarter of 2015, the Company had no changes to prior accident year losses. In 2014, losses developed better than anticipated which reduced the loss ratio by 0.6 points. 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.
Acquisition Costs and Other Underwriting Expenses
Acquisition costs and other underwriting expenses were $26.1 million for the quarter ended June 30, 2015, compared with $28.0 million for the quarter ended June 30, 2014, a decrease of $2.0 million or 7.0%. The decrease is primarily due to impact on underwriting expenses from the acquisition date adjustments to fair value of deferred acquisition costs and intangible assets.
Expense and Combined Ratios
The expense ratio for the Company’s Personal Lines was 39.5% for the quarter ended June 30, 2015, compared with 43.2% for the quarter ended June 30, 2014. The expense ratio is a GAAP financial measure that is calculated by dividing the sum of acquisition costs and other underwriting expenses by net premiums earned. The decrease in the expense ratio is primarily due to impact on underwriting expenses from the acquisition date adjustments to fair value of deferred acquisition costs and intangible assets.
The combined ratio for the Company’s Personal Lines was 108.0% for the quarter ended June 30, 2015, compared with 102.3% for the quarter ended June 30, 2014. The combined ratio is a GAAP financial measure and is the sum of the Company’s loss and expense ratios. See discussion of loss ratio included in “Net Losses and Loss Adjustment Expenses” above and discussion of expense ratio in preceding paragraph for an explanation of the decrease.
Income (loss) from Segment
The factors described above resulted in loss from the Company’s Personal Lines of $4.9 million for the quarter ended June 30, 2015, compared to loss of $1.1 million for the quarter ended June 30, 2014.
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The components of income (loss) from the Company’s Commercial Lines segment and corresponding underwriting ratios are as follows:
Acquisition costs and other underwriting expenses (1)
Combined ratio excluding the effect of prior accident year (2) (7)
Loss ratio excluding the effect of prior accident year (3) (7)
Property loss ratio excluding the effect of prior accident year (4) (7)
Property loss ratio
Casualty loss ratio excluding the effect of prior accident year (5) (7)
Casualty loss ratio
Non catastrophe property loss ratio excluding the effect of prior accident year (8) (7)
Non catastrophe property loss ratio
Catastrophe property loss ratio excluding the effect of prior accident year (9) (7)
Catastrophe property loss ratio
Non catastrophe property losses excluding the effect of prior accident year (10) (7)
Non catastrophe property losses
Catastrophe property losses excluding the effect of prior accident year (11) (7)
Catastrophe property losses
Net losses and loss adjustment expenses excluding the effects of prior accident year (6) (7)
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Premiums
The Company’s Commercial Lines’ gross written, net written, and net earned premiums by product line are as follows:
Small Business Binding Authority
Property Brokerage
Programs
Gross premiums written, which represent the amount received or to be received for insurance policies written without reduction for reinsurance costs or other deductions, was $59.0 million for the quarter ended June 30, 2015, compared with $60.6 million for the quarter ended June 30, 2014, a decrease of $1.5 million or 2.5%. The decrease is due to a decline in programs as a result of the tightening of underwriting standards offset by an increase in small business due to new agents and rate increases.
Net premiums written, which equal gross premiums written less ceded premiums written, were $54.7 million for the quarter ended June 30, 2015, compared with $55.0 million for the quarter ended June 30, 2014, a decrease of $0.3 million or 0.6%. The decrease in net premiums written is being driven by the reduction in gross premiums written, as noted above, offset by increased retention rates. The ratio of net premiums written to gross premiums written was 92.7% for the quarter ended June 30, 2015 and 90.9% for the quarter ended June 30, 2014, an increase of 1.8%.
Net premiums earned were $49.6 million for the quarter ended June 30, 2015, compared with $53.0 million for the quarter ended June 30, 2014, a decrease of $3.4 million or 6.4%. The decline in net premiums earned was primarily due to a reduction of net premiums written in previous years for commercial automobile in an effort trim unprofitable business. Property net premiums earned for the quarters ended June 30, 2015 and 2014 were $30.0 million and $31.6 million, respectively. Casualty net premiums earned for the quarters ended June 30, 2015 and 2014 were $19.6 million and $21.5 million, respectively.
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Other income was $0.2 million for each of the quarters ended June 30, 2015 and 2014. Other income is primarily comprised of fee income.
The loss ratio for the Company’s Commercial Lines was 60.6% for the quarter ended June 30, 2015 a decrease of 3.3 points from 63.9% for the quarter ended June 30, 2014.
The current accident year loss ratio for the quarter ended June 30, 2015 was 67.8%, a decrease of 1.7 points from 69.5%, for the quarter ended June 30, 2014:
In the second quarter of 2015, the Company decreased its prior accident year loss reserves by $3.6 million, which primarily consisted of the following:
In the second quarter of 2014, the Company reduced its prior accident year loss reserves by $3.0 million, which primarily consisted of the following:
Net losses and loss adjustment expenses were $30.0 million for the quarter ended June 30, 2015, compared with $33.9 million for the quarter ended June 30, 2014, a decrease of $3.8 million or 11.3%. Excluding the impact of prior year adjustments, the current accident year net losses and loss adjustment expenses were $33.6 million and $36.9 million for the quarters ended June 30, 2015 and 2014, respectively, a decrease of $3.2 million or 8.8%. This decrease is primarily due to catastrophe losses being lower in 2015 as a result of a decline in the severity of the storms compared to 2014.
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Acquisition costs and other underwriting expenses were $20.0 million for the quarter ended June 30, 2015, compared with $22.6 million for the quarter ended June 30, 2014, a decrease of $2.6 million or 11.3%. This decrease is primarily due to certain costs which were allocated solely to Commercial Lines in 2014 now being allocated to both Commercial Lines and Personal Lines.
The expense ratio for the Company’s Commercial Lines was 40.3% for the quarter ended June 30, 2015, compared with 42.5% for the quarter ended June 30, 2014. This improvement in the expense ratio is primarily attributable to certain costs which were allocated solely to Commercial Lines in 2014 now being allocated to both Commercial Lines and Personal Lines.
The combined ratio for the Company’s Commercial Lines was 100.9% for the quarter ended June 30, 2015, compared with 106.4% for the quarter ended June 30, 2014. Excluding the impact of prior year adjustments, the current accident year combined ratio decreased from 112.0% for the quarter ended June 30, 2014 to 108.1% for the quarter ended June 30, 2015. See discussion of loss ratio included in “Net Losses and Loss Adjustment Expenses” above and discussion of expense ratio in preceding paragraph for an explanation of the decrease.
The factors described above resulted in loss from the Company’s Commercial Lines of $0.3 million for the quarter ended June 30, 2015, compared to a loss of $3.2 million for the quarter ended June 30, 2014.
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The components of income from the Company’s Reinsurance Operations segment and corresponding underwriting ratios are as follows:
Income from segment
Combined ratio excluding the effect of prior accident year (1) (4)
Loss ratio excluding the effect of prior accident year (2) (4)
Property loss ratio excluding the effect of prior accident year (5) (4)
Net losses and loss adjustment expenses excluding the effects of prior accident year (3) (4)
NM – not meaningful
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Gross premiums written, which represent the amount received or to be received for reinsurance agreements written without reduction for reinsurance costs or other deductions, were $18.5 million for the quarter ended June 30, 2015, compared with $22.3 million for the quarter ended June 30, 2014, a decrease of $3.9 million or 17.3%. This decrease is mainly due to competition in the property catastrophe reinsurance marketplace. The market has become very competitive due to excess capital resulting in property rates declining.
Net premiums written, which equal gross premiums written less ceded premiums written, were $18.5 million for the quarter ended June 30, 2015, compared with $21.3 million for the quarter ended June 30, 2014, a decrease of $2.9 million or 13.4%. This decrease is due to a decline in gross premiums written.
Net premiums earned were $13.3 million for the quarter ended June 30, 2015, compared with $13.0 million for the quarter ended June 30, 2014, an increase of $0.4 million or 2.8%. Property net premiums earned for the quarters ended June 30, 2015 and 2014 were $13.0 million and $12.8 million, respectively. Casualty net premiums earned for the quarters ended June 30, 2015 and 2014 were $0.4 million and $0.1 million, respectively.
Other Income (Loss)
Other income was comprised income of $0.01 million and loss of $0.01 million for the quarters ended June 30, 2015 and 2014, respectively. Other income (loss) represents foreign exchange gains and losses.
The loss ratio for the Company’s Reinsurance Operations was 32.5% for the quarter ended June 30, 2015 compared with 33.9% for the quarter ended June 30, 2014.
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The current accident year loss ratio increased 2.4 points from 42.0% for the quarter ended June 30, 2014 to 44.4% for the quarter ended June 30, 2015 primarily due to slightly higher premium volume in professional lines which has a higher loss ratio than property.
There was an decrease in net losses and loss adjustment expenses for prior accident years of $1.6 million in the quarter ended June 30, 2015, which reduced the loss ratio by 11.9 points, compared to a decrease in net losses and loss adjustment expenses for prior accident years of $1.0 million in the quarter ended June 30, 2014 which decreased the loss ratio by 8.1 points.
In the second quarter of 2015, the $1.6 million decrease in prior accident loss reserves was primarily due to less severity on property than expected in accident years 2011 through 2014 due to catastrophe losses developing better than anticipated.
In the second quarter of 2014, the $1.0 million reduction in prior accident loss reserves primarily consisted of the following:
Net losses and loss adjustment expenses were $4.3 million for the quarter ended June 30, 2015, compared with $4.4 million for the quarter ended June 30, 2014, a decrease of $0.1 million or 1.2%. Excluding the impact of prior year adjustments, the current accident year net losses and loss adjustment expenses increased from $5.4 million for the quarter ended June 30, 2014 to $5.9 million for the quarter ended June 30, 2015.
Acquisition costs and other underwriting expenses were $4.9 million for the quarter ended June 30, 2015, compared with $4.6 million for the quarter ended June 30, 2014, an increase of $0.2 million or 5.2%.
The expense ratio for the Company’s Reinsurance Operations was 36.4% for the quarter ended June 30, 2015, compared 35.5% for the quarter ended June 30, 2014. The increase in the expense ratio is primarily due to an increase in contingent commissions due to improvements in prior year losses and less favorable terms on current underwriting years than prior.
The combined ratio for the Company’s Reinsurance Operations was 68.9% for the quarter ended June 30, 2015, compared with 69.4% for the quarter ended June 30, 2014. Excluding the impact of prior accident year adjustments, the current accident year combined ratio increased from 77.5% for the quarter ended June 30, 2014 to 80.8% for the quarter ended June 30, 2015. See discussion of loss ratio included in “Net Losses and Loss Adjustment Expenses” above and discussion of expense ratio in preceding paragraph for an explanation of the increase.
Income from Segment
The factors described above resulted in income from the Company’s Reinsurance Operations of $4.2 million for the quarter ended June 30, 2015 compared to income of $4.0 million for the quarter ended June 30, 2014, an increase of $0.2 million.
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Unallocated Corporate Items
The following items are not allocated to the Company’s Commercial Lines, Personal Lines, or Reinsurance Operations segments:
Income tax (expense) benefit
Net investment income, which is gross investment income less investment expenses, was $9.1 million for the quarter ended June 30, 2015, compared with $7.7 million for the quarter ended June 30, 2014, an increase of $1.5 million or 19.1%.
At June 30, 2015, the Company held agency mortgage-backed securities with a book value of $138.2 million. Excluding the agency mortgage-backed securities, the average duration of the Company’s fixed maturities portfolio was 2.2 years as of June 30, 2015, compared with 2.1 years as of June 30, 2014. Including cash and short-term investments, the average duration of the Company’s fixed maturities portfolio, excluding agency mortgage-backed securities, was 2.1 years as of June 30, 2015 compared with 1.9 years as of June 30, 2014. Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. At June 30, 2015, the Company’s embedded book yield on its fixed maturities, not including cash, was 2.1% compared with 2.2% at June 30, 2014. The embedded book yield on the $232.5 million of municipal bonds in the Company’s portfolio was 2.6% at June 30, 2015, compared to an embedded book yield of 2.8% on the Company’s municipal bond portfolio of $192.5 million at June 30, 2014.
Net realized investment gains were $6.5 million for the quarter ended June 30, 2015, compared with $39.9 million for the quarter ended June 30, 2014. The net realized investment gains for 2015 consist primarily of net gains of $0.6 million relative to the Company’s fixed maturities, $2.7 million relative to its equity securities, and $5.1 million relative to its interest rate swaps offset by other than temporary impairment losses of $1.9 million. The net realized investment gains for 2014 consist primarily of net gains of $0.6 million relative to the Company’s fixed maturities, $45.3 million relative to its equity securities, offset by losses of $6.0 million related to its interest rate swaps.
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 June 30, 2015 and 2014.
Corporate and Other Operating Expenses
Corporate and other operating expenses consist of outside legal fees, other professional fees, directors’ fees, management fees, salaries and benefits for holding company personnel, development costs for new products, and taxes incurred which are not directly related to operations. Corporate and other operating expenses were $4.3 million for the quarter ended June 30,
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2015, compared with $3.2 million for the quarter ended June 30, 2014, an increase of $1.2 million or 36.6%. The increase is primarily due to the awarding of stock options and restricted stock bonuses in connection with American Reliable transaction as well as an increase in professional fees.
Interest Expense
Interest expense was $0.5 million and $0.3 million for the quarters ended June 30, 2015 and 2014, respectively, an increase of $0.2 million or 67.7%. This is primarily due to higher balances outstanding under the margin borrowing facilities in 2015 as compared to 2014 as well as a small increase in interest rates applicable to the Company’s margin borrowing facilities. See Note 10 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2014 Annual Report on Form 10-K for details on the Company’s debt.
Income Tax Expense / Benefit
The income tax benefit was $1.3 million for the quarter ended June 30, 2015 compared to an income tax expense of $11.6 million for the quarter ended June 30, 2014. 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 benefit between periods.
The factors described above resulted in net income of $11.1 million and $33.2 million for the quarters ended June 30, 2015 and 2014, respectively, a decrease of $22.1 million or 66.5%.
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Six Months Ended June 30, 2015 Compared with the Six Months Ended June 30, 2014
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Gross premiums written, which represent the amount received or to be received for insurance policies written without reduction for reinsurance costs or other deductions, were $162.2 million for the six months ended June 30, 2015, compared with $166.4 million for the six months ended June 30, 2014, a decrease of $4.2 million or 2.5%. The decrease is primarily due to a reduction in premiums on business written by American Reliable that is ceded to insurance entities owned by Assurant under a 100% quota share reinsurance agreement.
Net premiums written, which equal gross premiums written less ceded premiums written, were $133.5 million for the six months ended June 30, 2015, compared with $133.6 million for the six months ended June 30, 2014, and a decrease of $0.1 million or 0.1%. The ratio of net premiums written to gross premiums written was 82.3% for the six months ended June 30, 2015 and 80.3% for the six month ended June 30, 2014, an increase of 2.0 points.
Net premiums earned were $129.3 million for the six months ended June 30, 2015, compared with $126.8 million for the six months ended June 30, 2014, an increase of $2.5 million or 2.0%. The growth in net premiums earned was primarily due to increases in net premiums written within the previous year. Property net premiums earned for the six months ended June 30, 2015 and 2014 were $111.2 million and $109.1 million, respectively. Casualty net premiums earned were $18.1 million and $17.7 million for the six month ended June 30, 2015 and 2014, respectively.
Other income was $0.9 million and $0.8 million for the six month ended June 30, 2015 and 2014, respectively. Other income is primarily comprised of fee income on policies issued and commission income.
The loss ratio for the Company’s Personal Lines was 62.7% for the six months ended June 30, 2015 compared with 57.4% for the six months ended June 30, 2014.
The current accident year loss ratio for the six months ended June 30, 2015 was 62.7%, an increase of 2.3 points from 60.4%, for the six months ended June 30, 2014:
For the six months ended June 30, 2015, the Company had no changes to prior accident year losses. In 2014, losses developed better than anticipated which reduced the loss ratio by 3.0 points.
Acquisition costs and other underwriting expenses were $48.8 million for the six months ended June 30, 2015, compared with $53.3 million for the six months ended June 30, 2014, a decrease of $4.5 million or 8.4%. The decrease is primarily due to impact on underwriting expenses from the acquisition date adjustments to fair value of deferred acquisition costs and intangible assets.
The expense ratio for the Company’s Personal Lines was 37.7% for the six months ended June 30, 2015, compared with 42.0% for the six months ended June 30, 2014. The decrease in the expense ratio is primarily due to impact on underwriting expenses from the acquisition date adjustments to fair value of deferred acquisition costs and intangible assets.
The combined ratio for the Company’s Personal Lines was 100.4% for the six months ended June 30, 2015, compared with 99.4% for the six months ended June 30, 2014. See discussion of loss ratio included in “Net Losses and Loss Adjustment Expenses” above and discussion of expense ratio in preceding paragraph for an explanation of the increase.
The factors described above resulted in income from the Company’s Personal Lines of $0.3 million for the six months ended June 30, 2015, compared to income of $1.6 million for the six months ended June 30, 2014.
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The components of income (loss) from the Company’s Commercial Lines’ segment and corresponding underwriting ratios are as follows:
Income (loss) from segment
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Gross premiums written, which represent the amount received or to be received for insurance policies written without reduction for reinsurance costs or other deductions, were $108.8 million for the six months ended June 30, 2015, compared with $113.5 million for the six months ended June 30, 2014, a decrease of $4.7 million or 4.2%. The decrease is the result of several factors. The decline in programs is due to the tightening of underwriting standards. The decline in property brokerage is result of a more competitive market for large and midsize accounts. Commercial automobile, which is included in the other category, declined in an effort to trim unprofitable business.
Net premiums written, which equal gross premiums written less ceded premiums written, were $100.3 million for the six months ended June 30, 2015, compared with $103.7 million for the six months ended June 30, 2014, a decrease of $3.4 million or 3.3%. The decrease was primarily due to the reduction in gross premiums written as noted above partially offset by a slight increase in retention. The ratio of net premiums written to gross premiums written was 92.2% for the six month ended June 30, 2015 and 91.3% for the six months ended June 30, 2014, an increase of 0.9%.
Net premiums earned were $100.3 million for the six months ended June 30, 2015, compared with $106.3 million for the six months ended June 30, 2014, a decrease of $6.0 million or 5.7%. The decline in net premiums earned was primarily due to a reduction of net premiums written in previous years for commercial automobile in an effort trim unprofitable business. Property net premiums earned for the six months ended June 30, 2015 and 2014 were $61.2 million and $63.2 million, respectively. Casualty net premiums earned for the six months ended June 30, 2015 and 2014 were $39.1 million and $43.2 million, respectively.
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Other income was $0.3 million for each of the six months ended June 30, 2015 and 2014. Other income is primarily comprised of fee income.
The loss ratio for the Company’s Commercial Lines was 59.4% for the six months ended June 30, 2015 compared with 63.5% for the six months ended June 30, 2014.
The current accident year loss ratio for the six months ended June 30, 2015 was 65.0%, an improvement of 3.2 points from 68.2%, for the six months ended June 30, 2014:
In the first six months of 2015, the Company reduced its prior accident year loss reserves by $5.6 million, which primarily consisted of the following:
In the first six months of 2014, the Company reduced its prior accident year loss reserves by $5.0 million, which primarily consisted of the following:
Net losses and loss adjustment expenses were $59.6 million for the six months ended June 30, 2015, compared with $67.5 million for the six months ended June 30, 2014, a decrease of $7.8 million or 11.6%. Excluding the impact of prior year adjustments, the current accident year net losses and loss adjustment expenses were $65.2 million and $72.5 million for the six months ended June 30, 2015 and 2014, respectively, a decrease of $7.2 million or 10.0%. This decrease is primarily attributable to a reduction in earned premium volume for commercial automobile. In addition, catastrophe losses are lower in 2015 due to a decrease in the severity of the storms compared to 2014.
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Acquisition costs and other underwriting expenses were $40.6 million for the six months ended June 30, 2015, compared with $44.3 million for the six months ended June 30, 2014, a decrease of $3.6 million or 8.2%. This decrease is primarily due to certain costs which were allocated solely to Commercial Lines in 2014 now being allocated to both Commercial Lines and Personal Lines. In addition, commission expense is lower due to a reduction in net premiums earned as noted above.
The expense ratio for the Company’s Commercial Lines was 40.5% for the six months ended June 30, 2015, compared with 41.6% for the six months ended June 30, 2014. This decrease is primarily due to certain costs which were allocated solely to Commercial Lines in 2014 now being allocated to both Commercial Lines and Personal Lines.
The combined ratio for the Company’s Commercial Lines was 99.9% for the six months ended June 30, 2015, compared with 105.1% for the six months ended June 30, 2014. Excluding the impact of prior year adjustments, the current accident year combined ratio improved from 109.8% for the six months ended June 30, 2014 to 105.5% for the six months ended June 30, 2015. See discussion of loss ratio included in “Net Losses and Loss Adjustment Expenses” above and discussion of expense ratio in preceding paragraph for an explanation of the decrease.
Income (Loss) from Segment
The factors described above resulted in income from the Company’s Commercial Lines of $0.4 million for the six months ended June 30, 2015, compared to a loss of $5.1 million for the six months ended June 30, 2014.
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Other loss
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Gross premiums written, which represent the amount received or to be received for reinsurance agreements written without reduction for reinsurance costs or other deductions, were $38.3 million for the six months ended June 30, 2015, compared with $46.6 million for the six months ended June 30, 2014, a decrease of $8.2 million or 17.6%. This decrease is mainly due to competition in the property catastrophe reinsurance marketplace. The market has become very competitive due to excess capital resulting in property rates declining.
Net premiums written, which equal gross premiums written less ceded premiums written, were $38.3 million for the six months ended June 30, 2015, compared with $$45.5 million for the six months ended June 30, 2014, a decrease of $7.2 million or 15.9%. This decrease is due to a decline in gross premiums written as noted above partially offset by increased retention rates.
Net premiums earned were $26.5 million for the six months ended June 30, 2015, compared with $27.2 million for the six months ended June 30, 2014, a decrease of $0.7 million or 2.5%. Property net premiums earned for the six months ended June 30, 2015 and 2014 were $25.8 million and $26.1 million, respectively. Casualty net premiums earned for the six months ended June 30, 2015 and 2014 were $0.8 million and $1.1 million, respectively.
Other Loss
The Company recognized losses of $.1 million and less than $0.1 million for the six months ended June 30, 2015 and 2014, respectively. Other income is comprised of foreign exchange gains and losses.
The loss ratio for the Company’s Reinsurance Operations was 31.8% for the six months ended June 30, 2015 compared with 34.5% for the six months ended June 30, 2014.
The current accident year loss ratio increased 4.8 points from 38.5% for the six months ended June 30, 2014 to 43.3% for the six months ended June 30, 2015 primarily due to slightly higher premium volume in professional lines which has a higher loss ratio than property. The property lines current accident year loss ratio increased to 39.3% for the six months ended June 30, 2015 from 36.7% for the six months ended June 30, 2014.
There was a decrease in net losses and loss adjustment expenses for prior accident years of $3.1 million in the six months ended June 30, 2015 which decreased the loss ratio by 11.5 points compared to a decrease in net losses and loss adjustment expenses for prior accident years of $1.1 million in the six months ended June 30, 2014 which decreased the loss ratio 4.0 points.
The $3.1 million reduction in prior accident year loss reserves in 2015 was primarily due to less severity on property than expected in accident years 2011 through 2014 due to catastrophe losses developing better than anticipated.
The $1.1 million reduction in prior accident year loss reserves in 2014 primarily consisted of the following:
Net losses and loss adjustment expenses were $8.4 million for the six months ended June 30, 2015, compared with $9.4 million for the six months ended June 30, 2014, a decrease of $0.9 million or 9.9%. Excluding the impact of prior year adjustments, the current accident year net losses and loss adjustment expenses increased from $10.5 million for the six months ended June 30, 2014 to $11.5 million for the six months ended June 30, 2015. This is primarily attributable to a slight change in business mix.
Acquisition costs and other underwriting expenses were $9.7 million for the six months ended June 30, 2015 compared with $9.4 million for the six months ended June 30, 2014, an increase of $0.4 million or 3.9%. The increase in the expense ratio is primarily due to an increase in contingent commissions due to improvements in prior year losses.
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The expense ratio for the Company’s Reinsurance Operations was 36.7% for the six months ended June 30, 2015, compared with 34.5% for the six months ended June 30, 2014. The increase in the expense ratio is primarily due to an increase in contingent commissions due to improvements in prior year losses and less favorable terms on current underwriting years than prior.
The combined ratio for the Company’s Reinsurance Operations was 68.5% for the six months ended June 30, 2015, compared with 69.0% for the six months ended June 30, 2014. Excluding the impact of prior accident year adjustments, the current accident year combined ratio increased from 73.0% for the six months ended June 30, 2014 to 80.0% for the six months ended June 30, 2015. See discussion of loss ratio included in “Net Losses and Loss Adjustment Expenses” above and a discussion of expense ratio in preceding paragraph for an explanation of the increase.
The factors described above resulted in income from the Company’s Reinsurance Operations of $8.3 million for the six months ended June 30, 2015 compared to income of $8.5 million for the six months ended June 30, 2014, a decrease of $0.2 million or 1.9%.
The following items are not allocated to the Company’s Personal Lines, Commercial Lines, or Reinsurance Operations segments:
Net investment income, which is gross investment income less investment expenses, was $17.4 million for the six months ended June 30, 2015, compared with $16.0 million for the six months ended June 30, 2014, an increase of $1.4 million or 8.9%.
Please see the discussion of Net Investment Income in the quarter to quarter comparison above for a discussion of average duration and embedded book yield.
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Net realized investment gains were $3.6 million for the six months ended June 30, 2015, compared with $39.1 million for the six months ended June 30, 2014. The net realized investment gains for 2015 consist primarily of net gains of $1.3 million relative to the Company’s fixed maturities, $5.4 million relative to its equity securities, offset by losses of $0.8 million related to its interest rate swaps and other than temporary impairment losses of $2.2 million. The net realized investment gains for 2014 consist primarily of net gains of $2.2 million relative to the Company’s fixed maturities, $49.3 million relative to its equity securities, offset by losses of $12.4 million related to its interest rate swaps.
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 six months ended June 30, 2015 and 2014.
Corporate and other operating expenses consist of outside legal fees, other professional fees, directors’ fees, management fees, salaries and benefits for holding company personnel, development costs for new products, and taxes incurred which are not directly related to operations. Corporate and other operating expenses were $15.9 million for the six months ended June 30, 2015, compared with $6.1 million for the six months ended June 30, 2014, an increase of $9.7 million or 158.8%. The increase is primarily due to incurring cost of approximately $8.3 million in connection with the acquisition of American Reliable Insurance Company.
Interest expense was $1.0 million and $0.5 million for the six months ended June 30, 2015 and 2014, respectively, an increase of $0.5 million or 103.9 %. This is primarily due to higher balances outstanding under the margin borrowing facilities in 2015 as compared to 2014. See Note 13 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2014 Annual Report on Form 10-K for details on the Company’s debt.
Income Tax Expense (Benefit)
The income tax benefit was $4.9 million for the six months ended June 30, 2015 compared to an income tax expense of $9.7 million for the six months ended June 30, 2014. 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.
The factors described above resulted in net income of $17.9 million and $42.0 million for the six months ended June 30, 2015 and 2014, respectively, a decrease of $24.1 million or 57.4%.
Liquidity and Capital Resources
Sources and Uses of Funds
Global Indemnity is a holding company. Its principal asset is its ownership of the shares of its direct and indirect subsidiaries, including those of its U.S. insurance companies: United National Insurance Company, Diamond State Insurance Company, United National Specialty Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, Penn-Patriot Insurance Company, and American Reliable Insurance Company; and its Reinsurance Operations: Global Indemnity Reinsurance.
The principal source of cash that Global Indemnity requires to meet its short term and long term liquidity needs, including the payment of corporate expenses and share repurchases includes dividends, 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, and proceeds from sales and redemptions of investments. Funds are used principally by these operating subsidiaries to pay claims and operating expenses, to make debt payments, fund margin requirements on interest rate swap agreements, to purchase investments, and to make dividend payments. The future liquidity of Global Indemnity is dependent on the ability of its subsidiaries to pay dividends. Global Indemnity has no commitments that could have a material impact on its short-term or long-term liquidity needs.
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Global Indemnity’s U.S. insurance companies are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company within the Insurance Operations 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 2014 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. On January 23, 2014, the U.S. insurance companies paid an extraordinary dividend to Global Indemnity Group, Inc. that aggregated to $200 million. The U.S. insurance companies, excluding American Reliable, were restricted from paying a dividend until after January 23, 2015 without regulatory approval. No dividends were declared or paid during the quarter or six months ended June 30, 2015. See Note 17 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2014 Annual Report on Form 10-K for further information on dividend limitations related to the U.S. Insurance Companies, excluding American Reliable. See Note 2 of the notes to consolidated financial statements in Item 1 of Part I of this report for dividend limitations related to American Reliable.
For 2015, the Company believes that Global Indemnity Reinsurance, including distributions it could receive from its subsidiaries, should have sufficient liquidity and solvency to pay dividends. Global Indemnity Reinsurance is prohibited, without the approval of the Bermuda Monetary Authority (“BMA”), from reducing by 15% or more its total statutory capital as set out in its previous year’s statutory financial statements, and any application for such approval must include such information as the BMA may require. See “Regulation—Bermuda Insurance Regulation” in Item 1 of Part I of the Company’s 2014 Annual Report on Form 10-K. Global Indemnity Reinsurance did not declare or pay any dividends during the quarter or six months ended June 30, 2015.
Cash Flows
Sources of operating funds consist primarily of net premiums written and investment income. Funds are used primarily to pay claims and operating expenses and to purchase investments.
The Company’s reconciliation of net income to cash used for operations is generally influenced by the following:
Net cash provided by operating activities was $19.2 million for the six months ended June 30, 2015 and the net cash used for operating activities was $13.5 million for the six months ended June 30, 2014. The increase in operating cash flows of approximately $32.7 million from the prior year was primarily a net result of the following items:
Net premiums collected
Net losses paid
Underwriting and corporate expenses
Net federal income taxes paid
Interest paid
See the consolidated statement 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.
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Liquidity
There have been no material changes to the Company’s liquidity during the six months ended June 30, 2015. Please see Item 7 of Part II in the Company’s 2014 Annual Report on Form 10-K for information regarding the Company’s liquidity.
Capital Resources
On July 2, 2015, the Company filed a registration statement on Form S-3 that allows the Company to offer and sell stock, debt, and other instruments that have an aggregate initial offering price of up to $500 million in one or more offerings. The Company may from time to time issue securities pursuant to the shelf registration statement or otherwise pursuant to private offerings. The issuance of debt or equity securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur.
Other than the item discussed in the preceding paragraph, there have been no material changes to the Company’s capital resources during the six months ended June 30, 2015. Please see Item 7 of Part II in the Company’s 2014 Annual Report on Form 10-K for information regarding the Company’s capital resources.
Contractual Obligations
The Company has commitments in the form of operating leases, commitments to fund limited partnerships, and unpaid losses and loss expense obligations. As of June 30, 2015, contractual obligations related to Global Indemnity’s commitments, including any principal and interest payments, were as follows:
Operating leases (1)
Commitments to fund limited partnerships
Unpaid losses and loss adjustment expenses obligations (2)
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 that reflect the Company’s current views with respect to future events and financial performance that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. 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.
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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. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: (1) the ineffectiveness of the Company’s business strategy due to changes in current or future market conditions; (2) the effects of competitors’ pricing policies, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products; (3) greater frequency or severity of claims and loss activity than the Company’s underwriting, reserving or investment practices have anticipated; (4) decreased level of demand for the Company’s insurance products or increased competition due to an increase in capacity of property and casualty insurers; (5) risks inherent in establishing loss and loss adjustment expense reserves; (6) uncertainties relating to the financial ratings of the Company’s insurance subsidiaries; (7) uncertainties arising from the cyclical nature of the Company’s business; (8) changes in the Company’s relationships with, and the capacity of, its general agents, brokers, insurance companies and reinsurance companies from which the Company derives its business; (9) the risk that the Company’s reinsurers may not be able to fulfill obligations; (10) investment performance and credit risk; (11) new tax legislation or interpretations that could lead to an increase in the Company’s tax burden; (12) uncertainties relating to governmental and regulatory policies, both domestically and internationally; (13) foreign currency fluctuations; (14) the impact of catastrophic events; (15) the Company’s subsidiaries’ ability to pay dividends; (16) deterioration of debt and equity markets; (17) interest rate changes; (18) uncertainties relating to ongoing or future litigation matters; and (19) uncertainties and risks related to the acquisition of American Reliable.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are set forth in “Risk Factors” in Item 1A and elsewhere in the Company’s 2014 Annual Report on Form 10-K. 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.
During the quarter ended June 30, 2015, global equities fell modestly, declining for the first time in twelve quarters. Late in the quarter, the Greek debt crisis took center stage. Negotiations between top Greek officials and creditors broke down; increasing the likelihood that Greece would miss its next scheduled payment to the International Monetary Fund . On June 30th, Greece officially defaulted on a €1.6 billion repayment. The Greek government held a referendum on July 5th, asking its citizens to accept or reject the creditors’ final terms, and they ultimately voted to reject them. Despite the default and fears of contagion among the European peripheral countries, global economic data remained constructive, with continued signs of a gradual recovery in the US and Europe. In Europe, consumer prices exited the deflationary zone in April. The rebound coincided with the rollout of the European Central Bank’s bold quantitative easing program, which aims to restore inflation to around 2% by 2017. A continued boom in corporate takeovers also fueled bullish sentiment. Global merger and acquisition activity remained robust, with 2015 on pace to be the second-highest year of deal volume, trailing only 2007. In Asia, the People’s Bank of China sought to quell Chinese growth slowdown concerns by lowering its benchmark lending and deposit rates during June, the fourth interest-rate cut since November. US equities advanced for the tenth straight quarter, reaching another all-time high on May 21th. The Greek debt crisis overshadowed mostly encouraging news flowing out of the world’s largest economy.
The Company’s investment grade fixed income portfolio continues to maintain high quality with an AA- average rating and a low duration of 2.2 years. Portfolio purchases during the quarter were focused within US Corporate bonds and ABS (asset-backed securities). These purchases were funded primarily through maturities and paydowns. During the second quarter, the portfolio’s asset allocation was relatively unchanged.
There have been no other material changes to the Company’s market risk since December 31, 2014. Please see Item 7A of Part II in the Company’s 2014 Annual Report on Form 10-K for information regarding the Company’s market risk.
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
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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 June 30, 2015. Based upon that evaluation and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2015, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. In accordance with SEC guidance, an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management’s evaluation of disclosure controls and procedures for a period of no longer than one year from the date of the acquisition. The internal controls and procedures of American Reliable, which was acquired on January 1, 2015, were excluded from the Company’s evaluation of the effectiveness of its disclosure controls and procedures as of June 30, 2015. However, certain functions and operations of American Reliable, which are corporate in nature and managed at the Company’s U.S. headquarters, such as those related to investments, corporate expenses and taxes, have operated under the Company’s existing control structure since the acquisition. Accordingly, the significance of the controls of the acquired business excluded from management’s evaluation of disclosure controls and procedures as of and for the six months ended June 30, 2015 are represented by American Reliable’s assets excluding investments, which represented approximately 17% of consolidated assets, net premiums written, which represented 49% of consolidated net premiums written, and, underwriting income, which represented (7%) of consolidated underwriting income.
Changes in Internal Controls
During the quarter ended June 30, 2015 there have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
As mentioned above, the Company acquired American Reliable on January 1, 2015. The Company is in the process of reviewing the internal control structure of American Reliable and, if necessary, will make appropriate changes as it integrates American Reliable into the Company’s overall internal control over financial reporting process.
PART II-OTHER INFORMATION
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
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 2014 Annual Report on Form 10-K, filed with the SEC on March 16, 2015. The risk factors identified therein have not materially changed except as follows:
Risk Factor: The Company previously identified a material weakness in internal control over financial reporting which has been remediated, and the Company’s business may be adversely affected if it fails to maintain effective controls over financial reporting.
Global Indemnity identified a material weakness in internal control over financial reporting at December 31, 2014 related to an element of the design of its estimation process for Unpaid Losses and Loss Adjustment Expenses. Specifically, the design of the Company’s control relating to Unpaid Losses and Loss Adjustment Expenses that exceeded the central estimates of both the internal and external actuaries in the process of establishing management’s final determination of loss reserve selections was not adequate. This deficiency did not result in a material misstatement in the consolidated financial statements; however, this deficiency could have resulted in a material misstatement of the aforementioned accounts and disclosures of the annual or interim consolidated financial statements that would not have been prevented or detected.
The Company has completed its testing of both the design and operating effectiveness of the controls over the estimation process and concluded that the material weakness identified at December 31, 2014 was remediated as of March 31, 2015. Global Indemnity faces the risk that, notwithstanding efforts to date to identify and remedy the material weakness in internal control over financial reporting, the Company may discover other material weaknesses in the future and the cost of remediating the material weakness could be high and could have a material adverse effect on the Company’s financial condition and results of operations.
The Company’s Share Incentive Plan allows employees to surrender the Company’s A ordinary shares as payment for the tax liability incurred upon the vesting of restricted stock that was issued under either the 2003 or 2014 Plan. There were 596 shares purchased from the Company’s employees during the quarter ended June 30, 2015. All A ordinary shares purchased from employees by the Company are held as treasury stock and recorded at cost.
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See Note 9 to the consolidated financial statements in Item 1 of Part I of this report for tabular disclosure of the Company’s share repurchases by month.
None.
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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.
Thomas M. McGeehan
Chief Financial Officer
(Authorized Signatory and Principal Financial andAccounting Officer)
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