UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
001-34809
Commission File Number
GLOBAL INDEMNITY GROUP, LLC
(Exact name of registrant as specified in its charter)
Delaware
85-2619578
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification No.)
Three Bala Plaza East, Suite 300
Bala Cynwyd, PA
19004
(Address of principal executive office including zip code)
Registrant's telephone number, including area code: (610) 664-1500
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files.). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer
☐;
Accelerated filer
☒;
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Shares
GBLI
New York Stock Exchange
As of July 28, 2022, the registrant had outstanding 10,642,307 Class A Common Shares and 3,947,206 Class B Common Shares.
TABLE OF CONTENTS
Page
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements:
3
Consolidated Balance Sheets As of June 30, 2022 (Unaudited) and December 31, 2021
Consolidated Statements of Operations Quarters and Six Months Ended June 30, 2022 (Unaudited) and June 30, 2021 (Unaudited)
4
Consolidated Statements of Comprehensive Income (Loss) Quarters and Six Months Ended June 30, 2022 (Unaudited) and June 30, 2021 (Unaudited)
5
Consolidated Statements of Changes in Shareholders’ Equity Quarters and Six Months Ended June 30, 2022 (Unaudited) and June 30, 2021 (Unaudited)
6
Consolidated Statements of Cash Flows Six Months Ended June 30, 2022 (Unaudited) and June 30, 2021 (Unaudited)
7
Notes to Consolidated Financial Statements (Unaudited)
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
57
Item 4.
Controls and Procedures
PART II – OTHER INFORMATION
Legal Proceedings
58
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
59
Signature
60
2
Item 1. Financial Statements
Consolidated Balance Sheets
(In thousands, except share amounts)
(Unaudited)
June 30, 2022
December 31, 2021
ASSETS
Fixed maturities:
Available for sale, at fair value (amortized cost: $1,151,195 and $1,193,746; net of allowance for expected credit losses of $0 at June 30, 2022 and December 31, 2021)
$
1,118,129
1,201,866
Equity securities, at fair value
17,870
99,978
Other invested assets
140,197
152,651
Total investments
1,276,196
1,454,495
Cash and cash equivalents
59,842
78,278
Premium receivables, net of allowance for expected credit losses of $2,919 at June 30, 2022 and $2,996 at December 31, 2021
161,959
128,444
Reinsurance receivables, net of allowance for expected credit losses of $8,992 at June 30, 2022 and December 31, 2021
104,064
99,864
Funds held by ceding insurers
23,906
27,958
Deferred federal income taxes
49,671
37,329
Deferred acquisition costs
70,089
60,331
Intangible assets
20,068
20,261
Goodwill
5,398
Prepaid reinsurance premiums
51,538
53,494
Lease right of use assets
15,040
16,051
Other assets
24,008
30,906
Total assets
1,861,779
2,012,809
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses
804,661
759,904
Unearned premiums
336,677
316,566
Ceded balances payable
14,755
35,340
Payable for securities purchased
9,564
794
Contingent commissions
6,328
7,903
Debt
—
126,430
Lease liabilities
17,912
19,079
Other liabilities
30,602
40,172
Total liabilities
1,220,499
1,306,188
Commitments and contingencies (Note 11)
Shareholders’ equity:
Series A cumulative fixed rate preferred shares, $1,000 par value; 100,000,000 shares authorized, shares issued and outstanding: 4,000 and 4,000 shares, respectively, liquidation preference: $1,000 per share and $1,000 per share, respectively
4,000
Common shares: no par value; 900,000,000 common shares authorized; class A common shares issued: 10,675,757 and 10,574,589 respectively; class A common shares outstanding: 10,642,307 and 10,557,093, respectively; class B common shares issued and outstanding: 3,947,206 and 3,947,206, respectively
Additional paid-in capital
450,052
447,406
Accumulated other comprehensive income (loss), net of tax
(26,625
)
6,404
Retained earnings
214,757
249,301
Class A common shares in treasury, at cost: 33,450 and 17,496 shares, respectively
(904
(490
Total shareholders’ equity
641,280
706,621
Total liabilities and shareholders’ equity
See accompanying notes to consolidated financial statements.
Consolidated Statements of Operations
(In thousands, except shares and per share data)
Quarters Ended June 30,
Six Months Ended June 30,
2022
2021
Revenues:
Gross written premiums
196,823
175,236
387,806
338,794
Ceded written premiums
(29,665
(14,583
(61,166
(30,458
Net written premiums
167,158
160,653
326,640
308,336
Change in net unearned premiums
(11,409
(11,245
(22,068
(15,228
Net earned premiums
155,749
149,408
304,572
293,108
Net investment income
1,930
10,633
8,522
20,469
Net realized investment gains (losses)
(9,916
3,833
(35,301
7,652
Other income
97
521
523
898
Total revenues
147,860
164,395
278,316
322,127
Losses and Expenses:
Net losses and loss adjustment expenses
92,618
90,938
177,313
181,721
Acquisition costs and other underwriting expenses
61,098
57,213
117,790
111,977
Corporate and other operating expenses
2,993
6,329
7,653
10,605
Interest expense
410
2,696
3,005
5,291
Loss on extinguishment of debt
3,529
Income (loss) before income taxes
(12,788
7,219
(30,974
12,533
Income tax expense (benefit)
(626
844
(4,039
641
Net income (loss)
(12,162
6,375
(26,935
11,892
Less: preferred stock distributions
110
220
Net income (loss) available to common shareholders
(12,272
6,265
(27,155
11,672
Per share data:
Net income (loss) available to common shareholders (1)
Basic
(0.84
0.43
(1.87
0.81
Diluted
0.80
Weighted-average number of shares outstanding
14,543,234
14,412,446
14,529,170
14,396,523
14,681,731
14,651,124
Cash distributions declared per common share
0.25
0.50
(1)
For the quarter and six months ended June 30, 2022, “weighted average shares outstanding – basic” was used to calculate “diluted earnings per share” due to a net loss for the period.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses)
(21,503
9,477
(63,876
(15,701
Reclassification adjustment for losses included in net income (loss)
7,877
(295
30,962
Unrealized foreign currency translation gains (losses)
(227
(67
(115
(160
Other comprehensive income (loss), net of tax
(13,853
9,115
(33,029
(15,340
Comprehensive income (loss), net of tax
(26,015
15,490
(59,964
(3,448
Consolidated Statements of Changes in Shareholders’ Equity
Number of Series A Cumulative Fixed Rate Preferred Shares
Number at beginning and end of period
Number of class A common shares issued:
Number at beginning of period
10,614,555
10,303,832
10,574,589
10,263,722
Common shares issued under share incentive plans, net of forfeitures
35,442
22,540
50,598
42,644
Common shares issued to directors
25,760
19,738
50,570
39,744
Share conversion
186,160
Number at end of period
10,675,757
10,532,270
Number of class B common shares issued:
3,947,206
4,133,366
(186,160
Par value of Series A Cumulative Fixed Rate Preferred Shares
Balance at beginning and end of period
Additional paid-in capital:
Balance at beginning of period
448,266
446,199
445,051
Share compensation plans
1,786
1,605
2,646
2,753
Balance at end of period
447,804
Accumulated other comprehensive income (loss), net of deferred income tax:
(12,772
9,853
34,308
Other comprehensive income (loss):
Change in unrealized holding gains (losses)
(13,626
9,182
(32,914
(15,180
Other comprehensive income (loss)
18,968
Retained earnings:
230,771
236,688
234,965
Preferred share distributions
(110
(220
Distributions to shareholders ($0.25 per share per quarter in 2022 and 2021)
(3,742
(3,681
(7,389
(7,365
239,272
Number of treasury shares:
22,277
9,993
17,496
Class A common shares purchased
11,173
7,100
15,954
16,915
Forfeited shares
178
33,450
17,093
Treasury shares, at cost:
(610
(283
Class A common shares purchased, at cost
(294
(196
(414
(479
709,565
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization and depreciation
3,265
4,176
Amortization of debt issuance costs
41
71
Restricted stock and stock option expense
Amortization of bond premium and discount, net
1,628
3,043
Net realized investment (gains) losses
35,301
(7,652
(Income) loss from equity method investments, net of distributions
5,913
(1,658
Changes in:
Premium receivables, net
(33,515
(14,501
Reinsurance receivables, net
(4,200
(1,539
3,905
11,485
44,757
34,807
20,111
17,489
(20,585
5,396
Other assets and liabilities
(3,986
(8,377
(1,575
(4,412
(9,758
(3,866
1,956
(2,260
Net cash provided by operating activities
18,459
47,488
Cash flows from investing activities:
Proceeds from sale of fixed maturities
829,205
636,040
Proceeds from sale of equity securities
88,726
42,821
Proceeds from maturity of fixed maturities
42,483
38,459
Proceeds from maturity of preferred stock
666
Proceeds from other invested assets
6,542
2,673
Amounts received (paid) in connection with derivatives
4,490
(276
Purchases of fixed maturities
(860,076
(680,805
Purchases of equity securities
(10,376
(27,402
Purchases of other invested assets
(70,000
Net cash provided by (used for) investing activities
100,994
(57,824
Cash flows from financing activities:
Distributions paid to common shareholders
(7,255
(7,219
Distributions paid to preferred shareholders
Purchases of class A common shares
Redemption of subordinated notes
(130,000
Net cash used for financing activities
(137,889
(7,918
Net change in cash and cash equivalents
(18,436
(18,254
Cash and cash equivalents at beginning of period
67,359
Cash and cash equivalents at end of period
49,105
1.
Principles of Consolidation and Basis of Presentation
Global Indemnity Group, LLC (“Global Indemnity” or “the Company”), a Delaware limited liability company formed on June 23, 2020, replaced Global Indemnity Limited, incorporated in the Cayman Islands as an exempted company with limited liability, as the ultimate parent company of the Global Indemnity group of companies as a result of a redomestication transaction completed on August 28, 2020. Global Indemnity Group, LLC’s class A common shares are publicly traded on the New York Stock Exchange under the ticker symbol GBLI. Global Indemnity Group, LLC’s predecessors have been publicly traded since 2003. See Note 2 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2021 Annual Report on Form 10-K for additional information regarding the redomestication.
On August 8, 2022, the Company sold the renewal rights related to all business lines within its Farm, Ranch & Stable segment for business written on or after August 8, 2022 to Everett Cash Mutual Insurance Company. During the 2nd quarter of 2022, the Company decided that Farm, Ranch & Stable would not be a core business and a decision was made to not allocate additional resources to this segment. Previously, on October 26, 2021, the Company sold the renewal rights related to its manufactured and dwelling homes products which were part of the Specialty Property segment. In 2021, the Company decided to cease writing certain Property Brokerage business which was part of the Commercial Specialty segment, as well as exit certain property and catastrophe lines within the Reinsurance Operations segment. Based on the decisions to exit these lines of business, the Company changed the way it manages and analyzes its operating results. The chief operating decision makers, the Chief Executive as well as the Chief Operating Officer, decided they will be reviewing the specific results of the exited lines in a separate segment. The chief operating decision makers also determined that the small amount of specialty property business that remained from the Specialty Property segment would be included as programs in the Commercial Specialty segment for purpose of reviewing results and allocating resources. The Reinsurance Operations segment will continue to write casualty and professional treaties as well as individual excess policies. Accordingly, the Company has three reportable segments: Commercial Specialty, Reinsurance Operations, and Exited Lines. Management believes these segments allow users of the Company’s financial statements to better understand the Company's performance, better assess prospects for future net cash flows and to make more informed judgments about the Company as a whole. The segment results for the quarters and six months ended June 30, 2021 have been revised to reflect these changes. See Note 14 for additional information regarding segments.
Global Indemnity Group, LLC is a holding company that is classified as a publicly traded partnership for U.S. federal income tax purposes and meets the qualifying income exception to maintain partnership status.
Global Indemnity Group, LLC owns all shares of its direct and indirect subsidiaries, including those of its insurance companies: United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, Penn-Patriot Insurance Company, and American Reliable Insurance Company.
The insurance companies’ primary activity is providing insurance products across a distribution network that includes binding authority, program, brokerage and reinsurance. The insurance companies are managed through three business segments: Commercial Specialty, Reinsurance Operations, and Exited Lines. The Company’s Commercial Specialty segment offers specialty property and casualty insurance products primarily in the excess and surplus lines marketplace as well as several specialty admitted property and casualty products. The Company manages Commercial Specialty by differentiating them into four product classifications: 1) Binding/Penn-America, which markets property and general liability products to small commercial businesses through a select network of wholesale general agents with specific binding authority; 2) Programs/United National, which markets insurance products for targeted insured segments, including specialty products, such as property, general liability, and professional lines through program administrators with specific binding authority; 3) Diamond State, which markets property, casualty, and professional lines products, which are developed by the Company’s underwriting department by individuals with expertise in those lines of business, through wholesale brokers and also markets through program administrators having specific binding authority; and 4) Vacant Express, which primarily insures dwellings which are currently vacant, undergoing renovation, or are under construction and is marketed through aggregators, brokers, and retail agents. The Company has also created several start-up business lines which distribute professional, environmental, and excess casualty products. These product classifications comprise the Company’s Commercial Specialty business segment and are not considered individual business segments because each product has similar economic characteristics, distribution, and coverage. The Company’s Reinsurance Operations segment provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies. Exited Lines represents lines of business that are no longer being written or are in runoff. Exited Lines includes specialty personal lines property and casualty products such as manufactured home, dwelling, motorcycle, watercraft and certain homeowners
business, certain business within Property Brokerage, property and catastrophe reinsurance treaties, Farm, Ranch, & Stable business, and specialized insurance products for the equine mortality and equine major medical industry. Collectively, the Company’s insurance subsidiaries are licensed in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands.
The Commercial Specialty segment comprises the Company’s Insurance Operations (“Insurance Operations”).
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, 2022 and 2021 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 2021 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of Global Indemnity Group, LLC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
2.
Investments
The amortized cost and estimated fair value of the Company’s fixed maturities securities were as follows as of June 30, 2022 and December 31, 2021:
(Dollars in thousands)
Amortized
Cost
Allowance for Expected Credit Losses
Gross
Unrealized
Gains
Losses
Estimated
Fair Value
As of June 30, 2022
U.S. treasuries
242,102
301
(2,076
240,327
Obligations of states and political subdivisions
33,397
32
(1,055
32,374
Mortgage-backed securities
64,187
428
(2,776
61,839
Asset-backed securities
143,274
144
(5,888
137,530
Commercial mortgage-backed securities
112,660
19
(3,781
108,898
Corporate bonds
343,252
23
(11,904
331,371
Foreign corporate bonds
212,323
1
(6,534
205,790
Total fixed maturities
1,151,195
948
(34,014
9
As of December 31, 2021
149,934
603
(419
150,118
Agency obligations
5,697
(68
5,630
53,637
1,385
(301
54,721
250,007
2,618
(2,284
250,341
172,916
700
(974
172,642
135,017
2,503
(627
136,893
288,866
5,571
(2,054
292,383
137,672
2,370
139,138
1,193,746
15,751
(7,631
As of June 30, 2022 and December 31, 2021, the Company’s investments in equity securities consist of the following:
Common stock
878
75,987
Preferred stock
16,992
23,991
Total
Excluding U.S. treasuries, limited liability companies, and limited partnerships, the Company did not hold any debt or equity investments in a single issuer in excess of 2.3% and 2.0% of shareholders' equity at June 30, 2022 and December 31, 2021, respectively.
The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at June 30, 2022, 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
57,798
57,486
Due in one year through five years
722,611
707,206
Due in five years through ten years
36,200
32,948
Due in ten years through fifteen years
304
277
Due after fifteen years
14,161
11,945
10
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of June 30, 2022. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.
Less than 12 months
12 months or longer
187,603
(2,019
643
(57
188,246
28,204
44,366
(2,589
3,008
(187
47,374
97,049
(4,602
20,929
(1,286
117,978
95,440
(3,743
2,062
(38
97,502
318,485
(11,005
6,213
(899
324,698
200,161
(6,406
1,137
(128
201,298
971,308
(31,419
33,992
(2,595
1,005,300
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of December 31, 2021. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.
114,894
(390
970
(29
115,864
5,380
13,346
143,674
(2,222
3,009
(62
146,683
102,309
(703
10,662
(271
112,971
50,448
(466
1,286
(161
51,734
129,146
(1,954
2,633
(100
131,779
67,915
(893
412
(11
68,327
627,112
(6,997
18,972
(634
646,084
The Company regularly performs various analytical valuation procedures with respect to its investments, including reviewing each available for sale debt security in an unrealized loss position to assess whether the decline in fair value below amortized cost basis has resulted from a credit loss or other factors. In assessing whether a credit loss exists, the Company compares the present value of the cash flows expected to be collected from the security to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis of the security, a credit loss exists and an allowance for expected credit losses is recorded. Subsequent changes in the allowances are recorded in the period of change as either credit loss expense or reversal of credit loss expense. Any impairments related to factors other than credit losses and the intent to sell are recorded through other comprehensive income, net of taxes.
11
For fixed maturities, the factors considered in reaching the conclusion that a credit loss exists include, among others, whether:
the extent to which the fair value is less than the amortized cost basis;
(2)
the issuer is in financial distress;
(3)
the investment is secured;
(4)
a significant credit rating action occurred;
(5)
scheduled interest payments were delayed or missed;
(6)
changes in laws or regulations have affected an issuer or industry;
(7)
the investment has an unrealized loss and was identified by the Company’s investment manager as an investment to be sold before recovery or maturity;
(8)
the investment failed cash flow projection testing to determine if anticipated principal and interest payments will be realized; and
(9)
changes in US Treasury rates and/or credit spreads since original purchase to identify whether the unrealized loss is simply due to interest rate movement.
According to accounting guidance for debt securities in an unrealized loss position, the Company is required to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before the anticipated recovery. If either of these conditions is met, any allowance for expected credit losses is written off and the amortized cost basis is written down to the fair value of the fixed maturity security with any incremental impairment reported in earnings. That new amortized cost basis shall not be adjusted for subsequent recoveries in fair value.
The Company elected the practical expedient to exclude accrued interest from both the fair value and the amortized cost basis of the available for sale debt securities for the purposes of identifying and measuring an impairment and to not measure an allowance for expected credit losses for accrued interest receivables. Accrued interest receivable is written off through net realized investment gains (losses) at the time the issuer of the bond defaults or is expected to default on payment. The Company made an accounting policy election to present the accrued interest receivable balance with other assets on the Company’s consolidated statements of financial position. Accrued interest receivable related to fixed maturities was $6.2 million and $5.2 million as of June 30, 2022 and December 31, 2021, respectively.
The following is a description, by asset type, of the methodology and significant inputs that the Company used to measure the amount of credit loss recognized in earnings, if any:
U.S. treasuries – As of June 30, 2022, gross unrealized losses related to U.S. treasuries were $2.076 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, macroeconomic and market analysis is conducted in evaluating these securities. Consideration is given to the interest rate environment, duration and yield curve management of the portfolio, sector allocation and security selection. Based on the analysis performed, the Company did not recognize a credit loss on U.S. treasuries during the period.
Obligations of states and political subdivisions – As of June 30, 2022, gross unrealized losses related to obligations of states and political subdivisions were $1.055 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, elements that may influence the performance of the municipal bond market are considered in evaluating these securities such as investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies. Based on the analysis performed, the Company did not recognize a credit loss on obligations of states and political subdivisions during the period.
12
Mortgage-backed securities (“MBS”) – As of June 30, 2022, gross unrealized losses related to mortgage-backed securities were $2.776 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, mortgage-backed securities are modeled to project principal losses under downside, base, and upside scenarios for the economy and home prices. The primary assumption that drives the security and loan level modeling is the Home Price Index (“HPI”) projection. These forecasts incorporate not just national macro-economic trends, but also regional impacts to arrive at the most granular and accurate projections. These assumptions are incorporated into the model as a basis to generate delinquency probabilities, default curves, loss severity curves, and voluntary prepayment curves at the loan level within each deal. The model utilizes HPI-adjusted current loan to value, payment history, loan terms, loan modification history, and borrower characteristics as inputs to generate expected cash flows and principal loss for each bond under various scenarios. Based on the analysis performed, the Company did not recognize a credit loss on mortgage-backed securities during the period.
Asset backed securities (“ABS”) - As of June 30, 2022, gross unrealized losses related to asset backed securities were $5.888 million. The weighted average credit enhancement for the Company’s asset backed portfolio is 32.2. This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, every ABS transaction is analyzed on a stand-alone basis. This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction. Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral. The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type. These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss. The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest. Based on the analysis performed, the Company did not recognize a credit loss on asset backed securities during the period.
Commercial mortgage-backed securities (“CMBS”) - As of June 30, 2022, gross unrealized losses related to the CMBS portfolio were $3.781 million. The weighted average credit enhancement for the Company’s CMBS portfolio is 47.5. This represents the percentage of pool losses that can occur before a commercial mortgage-backed security will incur its first dollar of principal loss. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy. Each loan is analyzed over time using a series of tests to determine if a credit event will occur during the life of the loan. Inherent in this process are several economic scenarios and their corresponding rent/vacancy and capital market states. The five primary credit events that frame the analysis include loan modifications, term default, balloon default, extension, and ability to pay off at balloon. The resulting output is the expected loss adjusted cash flows for each bond under the base case and distressed scenarios. Based on the analysis performed, the Company did not recognize a credit loss on commercial mortgage-backed securities during the period.
Corporate bonds - As of June 30, 2022, gross unrealized losses related to corporate bonds were $11.904 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, analysis for this asset class includes maintaining detailed financial models that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on corporate bonds during the period.
Foreign bonds – As of June 30, 2022, gross unrealized losses related to foreign bonds were $6.534 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, detailed financial models are maintained that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on foreign bonds during the period.
13
The Company has evaluated its investment portfolio and has determined that an allowance for expected credit losses on its investments is not required.
The Company recorded the following impairments on its investment portfolio for the quarters and six months ended June 30, 2022 and 2021 and are related to securities in an unrealized loss position where the Company had an intent to sell the securities:
Impairment related to intent to sell
(680
(26,205
In response to a rising interest rate environment, the Company took action early in April 2022 to shorten the duration of its fixed maturities portfolio. The Company identified fixed maturities securities with a weighted average life of five years or greater as having an intent to sell. Most of the proceeds from the sale of these securities were reinvested into fixed income investments with maturities of two years and less.
Accumulated Other Comprehensive Income (Loss), Net of Tax
Accumulated other comprehensive income, net of tax, as of June 30, 2022 and December 31, 2021 was as follows:
Net unrealized gains (losses) from:
Fixed maturities
(33,066
8,120
Foreign currency fluctuations
(291
(145
Deferred taxes
6,732
(1,571
The following tables present the changes in accumulated other comprehensive income, net of tax, by components, for the quarters and six months ended June 30, 2022 and 2021:
Quarter Ended June 30, 2022
(Dollars In Thousands)
Unrealized Gains and Losses on Available for Sale Securities
Foreign Currency Items
Accumulated Other Comprehensive Income (Loss)
Beginning balance, net of tax
(12,769
(3
Other comprehensive income (loss) before reclassification, before tax
(26,518
(287
(26,805
Amounts reclassified from accumulated other comprehensive income, before tax
9,317
Other comprehensive income (loss), before tax
(17,201
(17,488
Income tax benefit
3,575
3,635
Ending balance, net of tax
(26,395
(230
14
Quarter Ended June 30, 2021
Accumulated Other Comprehensive Income
9,819
34
Other comprehensive income before reclassification, before tax
11,797
(84
11,713
(453
Other comprehensive income, before tax
11,344
11,260
Income tax (expense) benefit
(2,162
17
(2,145
19,001
(33
Six Months Ended June 30, 2022
6,519
(79,267
(146
(79,413
38,081
(41,186
(41,332
8,272
31
8,303
Six Months Ended June 30, 2021
34,181
127
(19,389
(202
(19,591
706
(18,683
(18,885
3,503
42
3,545
The reclassifications out of accumulated other comprehensive income for the quarters and six months ended June 30, 2022 and 2021 were as follows:
Amounts Reclassified from
Accumulated Other
Comprehensive Income
Details about Accumulated Other
Comprehensive Income Components
Affected Line Item in the Consolidated
Statements of Operations
Unrealized gains and losses on available for sale securities
Other net realized investment (gains) losses
(1,440
158
Total reclassifications, net of tax
15
(7,119
(185
Net Realized Investment Gains (Losses)
The components of net realized investment gains (losses) for the quarters and six months ended June 30, 2022 and 2021 were as follows:
Gross realized gains
456
2,300
662
5,678
Gross realized losses
(9,773
(1,847
(38,743
(6,384
Net realized gains (losses)
(9,317
453
(38,081
(706
Equity securities:
4,338
1,806
8,784
(2,417
(943
(5,566
(1,021
(2,415
3,395
(3,760
7,763
Derivatives:
2,872
1,366
8,960
3,719
(1,056
(1,381
(2,420
(3,124
Net realized gains (losses) (1)
1,816
(15
6,540
595
Total net realized investment gains (losses)
Includes periodic net interest settlements related to the derivatives of $1.1 million and $1.4 million for the quarters ended June 30, 2022 and 2021, respectively, and $2.5 million and $2.8 million for the six months ended June 30, 2022 and 2021, respectively.
The following table shows the calculation of the portion of realized gains and losses related to equity securities held as of June 30, 2022 and 2021:
Net gains (losses) recognized during the period on equity securities
Less: net gains (losses) recognized during the period on equity securities sold during the period
(498
1,429
10,616
2,805
Unrealized gains (losses) recognized during the reporting period on equity securities
(1,917
1,966
(14,376
4,958
The proceeds from sales and redemptions of available for sale and equity securities resulting in net realized investment gains (losses) for the six months ended June 30, 2022 and 2021 were as follows:
Equity securities
16
Net Investment Income
The sources of net investment income for the quarters and six months ended June 30, 2022 and 2021 were as follows:
7,467
6,648
13,871
13,475
275
618
609
1,293
99
214
131
264
(5,300
3,788
(4,874
6,785
Total investment income
2,541
11,268
9,737
21,817
Investment expense
(611
(635
(1,215
(1,348
The Company’s total investment return on a pre-tax basis for the quarters and six months ended June 30, 2022 and 2021 were as follows:
Net realized and unrealized investment returns
(27,404
15,093
(76,633
(11,233
Total investment return
(25,474
25,726
(68,111
9,236
Total investment return % (1)
(1.8
%)
1.8
%
(4.8
0.6
Average investment portfolio (2)
1,395,519
1,452,754
1,429,227
1,463,027
Not annualized.
Average of total cash and invested assets, net of receivable/payable for securities purchased and sold, as of the beginning and end of the period.
As of June 30, 2022 and December 31, 2021, the Company did not own any fixed maturity securities that were non-income producing for the preceding twelve months.
Insurance Enhanced Asset-Backed and Credit Securities
As of June 30, 2022, the Company held insurance enhanced bonds with a market value of approximately $20.6 million which represented 1.6% of the Company’s total cash and invested assets, net of payable/ receivable for securities purchased and sold.
The insurance enhanced bonds are comprised of $8.0 of municipal bonds, $4.8 of commercial mortgage-backed securities, and 7.8 of collateralized mortgage obligations. The financial guarantors of the Company’s $20.6 million of insurance enhanced commercial-mortgage-backed, municipal securities, and collateralized mortgage obligations include Assured Guaranty Corporation ($6.5), Federal Home Loan Mortgage Corporation ($12.6), and Ambac Financial Group ($1.5).
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, 2022.
Bonds Held on Deposit
Certain cash balances, cash equivalents, and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral, or were held in trust. The fair values were as follows as of June 30, 2022 and December 31, 2021:
Estimated Fair Value
On deposit with governmental authorities
25,304
26,093
Held in trust pursuant to third party requirements
110,768
119,513
Letter of credit held for third party requirements
1,187
2,512
137,259
148,118
Variable Interest Entities
A Variable Interest Entity (“VIE”) refers to an investment in which an investor holds a controlling interest that is not based on the majority of voting rights. Under the VIE model, the party that has the power to exercise significant management influence and maintain a controlling financial interest in the entity’s economics is said to be the primary beneficiary, and is required to consolidate the entity within their results. Other entities that participate in a VIE, for which their financial interests fluctuate with changes in the fair value of the investment entity’s net assets but do not have significant management influence and the ability to direct the VIE’s significant economic activities are said to have a variable interest in the VIE but do not consolidate the VIE in their financial results.
The Company has variable interests in four VIE’s for which it is not the primary beneficiary. These investments are accounted for under the equity method of accounting as their ownership interest exceeds 3% of their respective investments.
The carrying value of one of the Company’s VIE’s, which invests in distressed securities and assets, was $5.0 million and $8.6 million as of June 30, 2022 and December 31, 2021, respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $19.2 million and $22.8 million at June 30, 2022 and December 31, 2021, respectively. The carrying value of a second VIE that also invests in distressed securities and assets was $0.3 million at June 30, 2022 and December 31, 2021, respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $17.3 million at June 30, 2022 and December 31, 2021, respectively. The carrying value and maximum exposure to loss of a third VIE that invests in Real Estate Investment Trust (“REIT”) qualifying assets was $9.6 million and $11.7 million as of June 30, 2022 and December 31, 2021, respectively. The carrying value and maximum exposure to loss of a fourth VIE, which invests in a broad portfolio of non-investment grade loans, was $99.6 million and $106.2 million as of June 30, 2022 and December 31, 2021, respectively. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheets with changes in carrying value recorded in the consolidated statements of operations.
3.
Derivative Instruments
Derivatives are used by the Company to reduce risks from changes in interest rates and limit exposure to severe equity market changes. The Company has interest rate swaps with terms to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts as calculated by reference to an agreed notional amount. The Company has also used exchange-traded futures contracts, which give the holder the right and obligation to participate in market movements at a future date, to allow the Company to react faster to market conditions. When using derivatives, the Company posts collateral and settles variation margin in cash on a daily basis equal to the amount of the derivatives’ change in value.
The Company accounts for the interest rate swaps and futures 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 or losses in the consolidated statements of operations. The Company is ultimately responsible for the valuation of the interest rate swaps. To aid in determining the estimated fair value of the interest rate swaps, the Company relies on the forward interest rate curve and information obtained from a third party financial institution.
18
The following table summarizes information on the location and the gross amount of the derivatives on the consolidated balance sheets as of June 30, 2022 and December 31, 2021:
Derivatives Not Designated as
Hedging Instruments under ASC 815
Balance Sheet Location
Notional Amount
Interest rate swap agreements
Other assets/liabilities
213,022
565
(8,395
Total (1)
The derivatives are held by GBLI Holdings, LLC and are guaranteed by Global Indemnity Group, LLC
The following table summarizes the net gains (losses) included in the consolidated statements of operations for changes in the fair value of the derivatives and the periodic net interest settlements under the derivatives for the quarters and six months ended June 30, 2022 and 2021:
Consolidated Statements of Operations Line
914
Futures contracts on bonds
(319
As of June 30, 2022 and December 31, 2021, the Company is due $2.0 million and $1.8 million, respectively, for funds it needed to post to execute the swap transaction and $2.4 million and $9.8 million, respectively, for margin calls made in connection with the interest rate swaps. These amounts are included in other assets on the consolidated balance sheets.
4.
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:
•
Level 1 – inputs utilize quoted prices (unadjusted) in active markets for identical assets that the Company has the ability to access at the measurement date.
Level 2 – inputs utilize other than quoted prices included in Level 1 that are observable for similar assets, either directly or indirectly.
Level 3 – inputs are unobservable for the asset, and include situations where there is little, if any, market activity for the asset.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.
The following table presents information about the Company’s invested assets and derivative instruments measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
Level 1
Level 2
Level 3
60,868
971
136,605
925
329,886
1,485
205,699
91
874,330
3,472
Derivative instruments
Total assets measured at fair value
891,887
4,350
1,136,564
Assets:
171,686
956
290,807
1,576
1,049,216
2,532
75,750
237
225,868
1,073,207
2,769
1,301,844
8,395
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 of fixed maturities, equity 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
20
the derivative instruments, consisting of interest rate swaps, is obtained from a third party financial institution that utilizes observable inputs such as the forward interest rate curve.
The investments classified as Level 3 in the above table consist of fixed maturities and equity securities with unobservable inputs.
The following table presents changes in Level 3 investments measured at fair value on a recurring basis for the quarters and six months ended June 30, 2022 and 2021:
Beginning balance
4,288
2,203
Total gains (realized / unrealized):
Included in accumulated other comprehensive income
(32
Included in earnings attributable to realized
(102
(170
Transfers into level 3
607
702
857
Transfers out of level 3
(1,720
Purchases
55
43
1,479
2,285
Sales
(523
(602
Ending balance
1,235
Gains (losses) included in earnings attributable to the change in unrealized gains (losses) related to assets still held at end of reporting period
(9
(14
For the Company’s material debt arrangements, the current fair value of the Company’s debt at June 30, 2022 and December 31, 2021 was as follows:
Carrying Value
7.875% Subordinated Notes due 2047 (1)
129,238
As of December 31, 2021, the carrying value and fair value of the 7.875% Subordinated Notes due 2047 are net of unamortized debt issuance cost of $3.6 million. In April 2022, the Company redeemed all of its outstanding 7.875% subordinated notes due 2047 and unamortized debt issuance cost of $3.5 million was written off included in the consolidated statements of operations as loss on extinguishment of debt.
The subordinated notes due 2047 were publicly traded instruments which were classified as Level 1 in the fair value hierarchy.
Fair Value of Alternative Investments
Other invested assets consist of limited liability companies and limited partnerships whose carrying value approximates fair value. The following table provides the fair value and future funding commitments related to these investments at June 30, 2022 and December 31, 2021.
Future Funding
Commitment
European Non-Performing Loan Fund, LP (1)
5,012
14,214
8,636
Distressed Debt Fund, LP (2)
330
17,000
349
Mortgage Debt Fund, LP (3)
9,592
11,707
Credit Fund, LLC (4)
99,608
106,162
Global Debt Fund, LP (5)
25,655
25,797
31,214
21
This limited partnership invests in distressed securities and assets through senior and subordinated, secured and unsecured debt and equity, in both public and private large-cap and middle-market companies. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
This limited partnership invests in stressed and distressed securities and structured products. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
This limited partnership invests in REIT qualifying assets such as mortgage loans, investor property loans, and commercial mortgage loans. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
This limited liability company invests in a broad portfolio of non-investment grade loans, secured and unsecured corporate debt, credit default swaps, reverse repurchase agreements and synthetic indices. The Company does have the ability to sell its interest by providing notice to the fund.
This limited partnership invests in performing, stressed or distressed securities and loans across the global fixed income markets. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
Limited Liability Companies and Limited Partnerships with ownership interest exceeding 3%
The Company uses the equity method to account for investments in limited liability companies and limited partnerships where its ownership interest exceeds 3%. The equity method of accounting for an investment in limited liability companies and limited partnerships requires that its cost basis be updated to account for the income or loss earned on the investment. In the Fair Value of Alternative Investments table above, all of the investments, except for the Credit Fund, LLC, are booked on a one quarter lag due to non-availability of data at the time the financial statements are prepared. Information for the Credit Fund, LLC is received on a timely basis and is included in current results. The investment income (loss) associated with the limited liability companies and limited partnerships whose ownership interest exceeds 3% is reflected in the consolidated statements of operations in the amounts of ($5.3) million and $3.8 million for the quarters ended June 30, 2022 and 2021, respectively, and ($5.4) million and $6.8 million for the six months ended June 30, 2022 and 2021, respectively.
Pricing
The Company’s pricing vendors provide prices for all investment categories except for investments in limited liability companies and limited partnerships. Two primary vendors are utilized to provide prices for equity and fixed maturity securities.
The following is a description of the valuation methodologies used by the Company’s pricing vendors for investment securities carried at fair value:
Equity security prices are received from primary and secondary exchanges.
Corporate and agency bonds are evaluated by utilizing a spread to a benchmark curve. Bonds with similar characteristics are grouped into specific sectors. Inputs for both asset classes consist of trade prices, broker quotes, the new issue market, and prices on comparable securities.
Data from commercial vendors is aggregated with market information, then converted into an option adjusted spread (“OAS”) matrix and prepayment model used for collateralized mortgage obligations (“CMO”). CMOs are categorized with mortgage-backed securities in the tables listed above. For asset-backed securities, spread data is derived from trade prices, dealer quotations, and research reports. For both asset classes, evaluations utilize standard inputs plus new issue data, and collateral performance. The evaluated pricing models incorporate cash flows, broker quotes, market trades, historical prepayment speeds, and dealer projected speeds.
For obligations of state and political subdivisions, an attribute-based modeling system is used. The pricing model incorporates trades, market clearing yields, market color, and fundamental credit research.
U.S. treasuries are evaluated by obtaining feeds from a number of live data sources including primary and secondary dealers as well as inter-dealer brokers.
For mortgage-backed securities, various external analytical products are utilized and purchased from commercial vendors.
22
The Company performs certain procedures to validate whether the pricing information received from the pricing vendors is reasonable, to ensure that the fair value determination is consistent with accounting guidance, and to ensure that its assets are properly classified in the fair value hierarchy. The Company’s procedures include, but are not limited to:
Reviewing periodic reports provided by the Investment Manager that provides information regarding rating changes and securities placed on watch. This procedure allows the Company to understand why a particular security’s market value may have changed or may potentially change.
Understanding and periodically evaluating the various pricing methods and procedures used by the Company’s pricing vendors to ensure that investments are properly classified within the fair value hierarchy.
On a quarterly basis, the Company corroborates investment security prices received from its pricing vendors by obtaining pricing from a second pricing vendor for a sample of securities.
During the quarters and six months ended June 30, 2022 and 2021, the Company has not adjusted quotes or prices obtained from the pricing vendors.
5.
Allowance for Expected Credit Losses - Premium Receivables and Reinsurance Receivables
For premium receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, direct placement with collection agencies, solvency of insured or agent, terminated agents, and other relevant factors.
The following table is an analysis of the allowance for expected credit losses related to the Company's premium receivables for the quarters and six months ended June 30, 2022 and 2021:
2,937
2,772
2,996
2,900
Current period provision for expected credit losses
536
172
619
260
Write-offs
(554
(122
(696
(338
2,919
2,822
For reinsurance receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, disputes, applicable coverage defenses, insolvent reinsurers, financial strength of solvent reinsurers based on AM Best Ratings and other relevant factors.
The following table is an analysis of the allowance for expected credit losses related to the Company's reinsurance receivables for the quarters and six months ended June 30, 2022 and 2021:
8,992
Recoveries of amounts previously written off
6.
Income Taxes
Global Indemnity Group, LLC is a publicly traded partnership for U.S. federal income tax purposes and meets the qualifying income exception to maintain partnership status. As a publicly traded partnership, Global Indemnity Group, LLC is generally not subject to federal income tax and most state income taxes. However, income earned by the subsidiaries of Global Indemnity Group, LLC is subject to corporate tax in the United States and certain foreign jurisdictions.
As of June 30, 2022, the statutory income tax rates of the countries where the Company conducts or conducted business are 21% in the United States, 0% in Bermuda, and 25% on non-trading income, 33% on capital gains and 12.5% on trading income in the Republic of Ireland. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense.
The Company’s income (loss) before income taxes is derived from its U.S. subsidiaries for the quarters and six months ended June 30, 2022 and 2021.
The following table summarizes the components of income tax expense (benefit):
Deferred income tax expense (benefit):
U.S. Federal
Total deferred income tax expense (benefit)
Total income tax expense (benefit)
The weighted average expected tax provision has been calculated using income (loss) before income taxes in each jurisdiction multiplied by that jurisdiction’s applicable statutory tax rate.
The following table summarizes the differences between the tax provision for financial statement purposes and the expected tax provision at the weighted average tax rate:
Amount
% of Pre-
Tax Income
Expected tax provision at weighted average tax rate
(2,686
21.0
1,516
Adjustments:
Dividend exclusion
(24
0.2
(19
(0.3
Parent (income) loss treated as partnership for tax
1,827
(14.3
(819
(11.3
Other
257
(2.0
166
2.3
Effective income tax expense (benefit)
4.9
11.7
The effective income tax benefit rate for the quarter ended June 30, 2022 was 4.9% compared to an effective income tax expense rate of 11.7% for the quarter ended June 30, 2021. The difference between 2022 and 2021 is primarily due to a change in income or loss at the parent company which is treated as a partnership for tax.
(6,505
2,632
(46
0.1
(36
2,070
(6.7
(2,186
(17.4
442
(1.4
231
13.0
5.1
24
The effective income tax benefit rate for the six months ended June 30, 2022 was 13.0% compared to an effective income tax expense rate of 5.1% for the six months ended June 30, 2021. The difference between 2022 and 2021 is primarily due to a change in income or loss at the parent company which is treated as a partnership for tax.
The Company has a net operating loss (“NOL”) carryforward of $28.0 million as of June 30, 2022, which begins to expire in 2036 based on when the original NOL was generated. The Company’s NOL carryforward as of December 31, 2021 was $28.6 million.
As of June 30, 2022, the Company has a Section 163(j) (“163(j)”) carryforward of $3.5 million which can be carried forward indefinitely. The 163(j) carryforward relates to the limitation on the deduction for business interest expense paid or accrued.
7.
Liability for Unpaid Losses and Loss Adjustment Expenses
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:
770,332
675,908
662,811
Less: Ceded reinsurance receivables
93,194
79,421
94,443
82,158
Net balance at beginning of period
677,138
596,487
665,461
580,653
Incurred losses and loss adjustment expenses related to:
Current year
96,189
85,409
183,947
179,603
Prior years
(3,571
5,529
(6,634
2,118
Total incurred losses and loss adjustment expenses
Paid losses and loss adjustment expenses related to:
29,079
38,558
42,394
60,277
30,201
38,400
89,904
91,630
Total paid losses and loss adjustment expenses
59,280
76,958
132,298
151,907
Net balance at end of period
710,476
610,467
Plus: Ceded reinsurance receivables
94,185
87,151
697,618
When analyzing loss reserves and prior year development, the Company considers many factors, including the frequency and severity of claims, loss trends, case reserve settlements that may have resulted in significant development, and any other additional or pertinent factors that may impact reserve estimates.
During the second quarter of 2022, the Company decreased its prior accident year loss reserves by $3.6 million, which consisted of a $0.3 million increase related to Commercial Specialty, a $1.2 million decrease related to Reinsurance Operations, and a $2.6 million decrease related to Exited Lines.
The $0.3 million increase of prior accident year loss reserves related to Commercial Specialty primarily consisted of the following:
Property: A $0.9 million decrease primarily recognizes lower than expected claims severity in the 2016, 2020 and 2021 accident years, partially offset by increases in the 2015 and 2017 through 2019 accident years.
General Liability: A $1.3 million increase reflects higher than expected claims severity in accident years prior to 2005, 2016, 2017, 2019 and 2020 accident years, partially offset by decreases in the 2010 through 2015, 2018 and 2021 accident years.
Professional: A $0.1 million decrease primarily in the 2020 accident year.
The $1.2 million reduction of prior accident year loss reserves related to Reinsurance Operations primarily consisted of the following:
25
Professional: A $1.2 million decrease was recognized in the 2016 accident year reflecting a reduction in the ultimate for the claims-made segment; the inception-to-date case incurred remains zero in this year.
The $2.6 million reduction of prior accident year loss reserves related to Exited Lines consisted of the following:
Property: A $0.5 million decrease reflects a $0.3 million reduction primarily in the Property Brokerage lines with decreases in the 2011 and 2018 through 2021 accident years, partially offset by increases in the 2016 and 2017 accident years as well as a $0.2 million reduction primarily due to lower than expected claims severity in the 2019 and 2020 accident years, partially offset by an increase in the 2021 accident year in the Farm, Ranch & Stable business lines.
Reinsurance: A $2.1 million decrease primarily in the 2017 through the 2021 accident years based on the reported information from cedants.
During the second quarter of 2021, the Company increased its prior accident year loss reserves by $5.5 million, which consisted of a $0.5 million decrease related to Commercial Specialty, a less than $0.1 million decrease related to Reinsurance Operations, and a $6.1 million increase related to Exited Lines.
The $0.5 million decrease of prior accident year loss reserves related to Commercial Specialty primarily consisted of the following:
Property: A $0.5 million increase primarily in commercial lines.
General Liability: A $0.7 million decrease reflects a reduction of $0.9 million in the 2000 accident year from a runoff reserve category as well as other decreases mainly resulting from lower than anticipated claims severity in the 2007, 2008, 2013, 2014 and 2019 accident years partially offset by increases in the 2012, 2016 through 2018 and 2020 accident years.
Professional: A $0.3 million decrease primarily in the 2019 and 2020 accident years mainly reflecting lower than anticipated claims severity.
The $6.1 million increase in prior accident year loss reserves related to Exited Lines primarily consisted of the following:
Property: A $6.5 million increase primarily in the 2018 accident year reflects an increase in the estimated ultimate for Hurricane Michael; the increase recognizes case incurred emergence on a Property Brokerage claim.
General Liability: A $0.1 million reduction primarily reflects a reduction in the 2017 accident year, mostly offset by an increase in the 2018 accident year.
Reinsurance: A $0.3 million decrease in the property lines mainly in the 2017 through 2020 accident years based on the reported information from cedants.
During the first six months of 2022, the Company decreased its prior accident year loss reserves by $6.6 million, which consisted of a $0.5 million increase related to Commercial Specialty, a $1.2 million decrease related to Reinsurance Operations, and a $6.0 million decrease related to Exited Lines.
The $0.5 million increase of prior accident year loss reserves related to Commercial Specialty primarily consisted of the following:
Property: A $0.7 million decrease primarily recognizes lower than expected claims severity in the 2016, 2018 and 2021 accident years, partially offset by increases in the 2015, 2017, 2019 and 2020 accident years.
General Liability: A $1.5 million increase reflects higher than expected claims severity in accident years prior to 2005, 2010, 2016, 2017, 2019 and 2020 accident years, partially offset by decreases in the 2006, 2007, 2011 through 2015, 2018 and 2021 accident years.
26
Professional: A $0.2 million decrease primarily in the 2006, 2019 and 2020 accident years, partially offset by an increase in the 2021 accident year.
The $6.0 million reduction of prior accident year loss reserves related to Exited Lines primarily consisted of the following:
Property: A $1.1 million decrease primarily resulted from a $0.4 million reduction in Property Brokerage with decreases in the 2011 and 2018 through 2021 accident years, partially offset by increases in the 2016 and 2017 accident years plus a $0.4 million decrease in Specialty Property, mainly in the 2017, 2018, 2020 and 2021 accident years, partially offset by an increase in the 2019 accident year. In addition, there was a $0.3 million reduction which primarily reflects lower than expected claims severity in the 2018 through 2020 accident years, partially offset by an increase in the 2021 accident year in the Farm, Ranch & Stable business lines.
Reinsurance: A $4.3 million decrease primarily in the 2016 through the 2021 accident years based on reported information from the cedants.
General Liability: A $0.6 million reduction in the 2016, 2017, 2019 and 2021 accident years.
During the first six months of 2021, the Company increased its prior accident year loss reserves by $2.1 million, which consisted of a $3.1 million decrease related to Commercial Specialty, a less than $0.1 million decrease related to Reinsurance Operations, and a $5.3 million increase related to Exited Lines.
The $3.1 million decrease in prior accident year loss reserves related to Commercial Specialty primarily consisted of the following:
Property: A $1.9 million decrease recognizes lower than expected claims severity in the 2017, 2019, and 2020 accident years, partially offset by an increase in the 2016 accident year.
General Liability: A $0.8 million reduction reflects a decrease of $0.9 million in the 2000 accident year from a runoff reserve category as well as other decreases mainly resulting from lower than anticipated claims severity in the 2007, 2008, 2011 and 2013 through 2016 accident years partially offset by increases in the 2012, 2017 and 2018 accident years.
Professional: A $0.4 million decrease primarily in the 2019 and 2020 accident years mainly reflecting lower than anticipated claims severity.
The $5.3 million increase in prior accident year loss reserves related to Exited Lines primarily consisted of the following:
General Liability: A $1.2 million reduction primarily reflects decreases in the 2015 through 2018 accident years partially offset by an increase in the 2007 accident year.
Property: A $7.4 million increase reflects a $8.2 million increase in the 2018 accident year primarily due to an increase in the estimated ultimate for Hurricane Michael which recognizes case incurred emergence on a Property Brokerage claim and a $0.8 million increases in the 2018 and 2020 accident years mainly due to higher than anticipated claims severity. These increases were partially offset by a subrogation recoveries of $1.1 million in the catastrophe reserve category from the California Thomas wildfire loss in the 2017 accident year and a decrease of $0.5 million in the 2019 accident year primarily recognizing lower than expected claims severity.
Reinsurance: A $0.9 million decrease in the property lines was recognized primarily in the 2011, 2017 and 2018 accident years partially offset by increases in the 2010 and 2019 accidents years based on the reported information from cedants.
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8.
The Company’s outstanding debt consisted of the following at June 30, 2022 and December 31, 2021:
7.875% Subordinated Notes due 2047
Margin Borrowing Facility
The Company has available a margin borrowing facility. The borrowing rate for this facility is tied to the Fed Funds Effective rate and was approximately 2.3% and 0.8% at June 30, 2022 and December 31, 2021, respectively. This facility is 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. The Company did not have any securities that were deposited as collateral at June 30, 2022 or December 31, 2021. The amount borrowed against the margin account may fluctuate as routine investment transactions, such as dividends received, investment income received, maturities and pay-downs, impact cash balances. The margin facility contains customary events of default, including, without limitation, insolvency, failure to make required payments, failure to comply with any representations or warranties, failure to adequately assure future performance, and failure of a guarantor to perform under its guarantee. The Company did not have any amounts outstanding on the margin borrowing facility as of June 30, 2022 or December 31, 2021.
The Company did not incur any interest expense related to the Margin Borrowing Facility for the quarters and six months ended June 30, 2022 and 2021.
7.875% Subordinated Notes due 2047 (the “2047 Notes”)
On April 15, 2022, the Company redeemed the entire $130.0 million in aggregate principal amount of the outstanding 2047 Notes plus accrued and unpaid interest on the 2047 Notes redeemed to, but not including the Redemption Date of April 15, 2022. In connection with the redemption, the Company wrote off deferred issuance costs of $3.5 million which was recognized as a loss on extinguishment of debt in its consolidated statements of operations for the quarter and six months ended June 30, 2022.
Interest expense, including amortization of deferred issuance costs through the date of redemption, recognized on the 2047 Notes was $0.4 million and $2.6 million for each of the quarters ended June 30, 2022 and 2021, respectively, and $3.0 million and $5.2 million for the six months ended June 30, 2022 and 2021, respectively.
In connection with the redemption of the 2047 Notes, the Supplemental Indenture and the co-obligor transaction are no longer effective. Please see Note 13 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2021 Annual Report on Form 10-K for more information on the Supplemental Indenture and the co-obligor transaction.
28
9.
Shareholders’ Equity
During the quarters ended June 30, 2022 and 2021, there were 11,173 and 7,100 A ordinary shares, respectively, that were surrendered or repurchased with an average price paid per share of $26.28 and $27.64, respectively.
The following table provides information with respect to the class A common shares that were surrendered or repurchased during the six months ended June 30, 2022:
Period (1)
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plan or Program
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1-31, 2022
4,781
25.13
June 1-30, 2022
26.28
25.94
Based on settlement date.
Surrendered by employees as payment of taxes withheld on the vesting of restricted stock and/or restricted stock units.
The following table provides information with respect to the class A common shares that were surrendered or repurchased during the six months ended June 30, 2021:
January 1-31, 2021
6,720
28.59
March 1-31, 2021
3,095
29.40
June 1-30, 2021
27.64
28.34
On April 5, 2021, Global Indemnity Group, LLC converted 186,160 of class B common shares to class A common shares. There were no other class B common shares that were surrendered or repurchased during the quarters and six months ended June 30, 2022 or 2021.
As of June 30, 2022, Global Indemnity Group, LLC’s class A common shares were held by approximately 155 shareholders of record. There were three holders of record of Global Indemnity Group, LLC’s class B common shares, all of whom are affiliated investment funds of Fox Paine & Company, LLC, as of June 30, 2022. Global Indemnity Group, LLC’s preferred shares were held by 1 holder of record, an affiliate of Fox Paine & Company, LLC, as of June 30, 2022.
Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2021 Annual Report on Form 10-K for more information on the Company’s repurchase program.
29
Distributions
Distribution payments of $0.25 per common share were declared during the six months ended June 30, 2022 as follows:
Approval Date
Record Date
Payment Date
Total Distributions Declared
March 3, 2022
March 21, 2022
March 31, 2022
3,597
June 2, 2022
June 20, 2022
3,602
Various (1)
Various
56
7,255
Represents distributions declared on unvested shares, net of forfeitures.
Distribution payments of $0.25 per common share were declared during the six months ended June 30, 2021 as follows:
February 14, 2021
March 22, 2021
March 31, 2021
3,570
June 5, 2021
June 21, 2021
June 30, 2021
3,579
216
7,365
Accrued distributions on unvested shares, which were included in other liabilities on the consolidated balance sheets, were $1.0 million and $0.9 million as of June 30, 2022 and December 31, 2021, respectively. Accrued preferred distributions were less than $0.1 million as of both June 30, 2022 and December 31, 2021 and were included in other liabilities on the consolidated balance sheets.
Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2021 Annual Report on Form 10-K for more information on the Company’s distribution program.
10.
Related Party Transactions
Fox Paine Entities
Pursuant to Global Indemnity Group, LLC’s Limited Liability Company Agreement (“LLCA”), Fox Paine Capital Fund II International, L.P. and certain of its affiliates (the “Fox Paine Funds”), together with Fox Mercury Investments, L.P. and certain of its affiliates (the “FM Entities”), and Fox Paine & Company LLC (collectively, the “Fox Paine Entities”) currently constitute a Class B Majority Shareholder (as defined in the LLCA) and, as such, have the right to appoint a number of Global Indemnity Group, LLC’s directors equal in aggregate to the pro rata percentage of the voting power in Global Indemnity Group, LLC beneficially held by the Fox Paine Entities, rounded up to the nearest whole number of directors. The Fox Paine Entities beneficially own shares representing approximately 82.8% of the voting power of Global Indemnity Group, LLC as of June 30, 2022. The Fox Paine Entities control the appointment or election of all of Global Indemnity Group, LLC’s Directors due to the LLCA and their controlling share ownership. Global Indemnity Group, LLC’s Chairman is the chief executive and founder of Fox Paine & Company, LLC.
On August 27, 2020, Global Indemnity Group, LLC issued and sold to Wyncote LLC, an affiliate of Fox Paine & Company, LLC, 4,000 Series A Cumulative Fixed Rate Preferred Interests at a price of $1,000 per Series A Preferred Interest, for the aggregate purchase price of $4,000,000. While these preferred interests are non-voting, the preferred shareholders are entitled to appoint two additional members to Global Indemnity Group, LLC’s Board of Directors whenever the “Unpaid Targeted Priority Return” with respect to the preferred interests exceed zero immediately following six or more “Distribution Dates”, whether or not such Distribution Dates occur consecutively. Global Indemnity Group, LLC’s Board of Directors is obligated to take, and cause Global Indemnity Group, LLC’s officers to take, any necessary actions to effectuate such appointments, including expanding the size of the Board of Directors, in connection with any exercise of the foregoing provisions.
30
Management fee expense of $0.7 million was incurred during each of the quarters ended June 30, 2022 and 2021 and management fee expense of $1.4 million and $1.3 million was incurred during the six months ended June 30, 2022 and 2021, respectively. Prepaid management fees, which were included in other assets on the consolidated balance sheets, were $0.5 million and $1.9 million as of June 30, 2022 and December 31, 2021, respectively.
In addition, Fox Paine & Company, LLC may also propose and negotiate transaction fees with the Company subject to the provisions of the Company’s related party transaction and conflict matter policies, including approval of Global Indemnity Group, LLC’s Conflicts Committee of the Board of Directors, for those services from time to time. Each of the Company’s transactions with Fox Paine & Company, LLC are reviewed and approved by Global Indemnity Group, LLC’s Conflicts Committee, which is composed of independent directors, and the Board of Directors (other than Saul A. Fox, Chairman of the Board of Directors of Global Indemnity Group, LLC and Chief Executive of Fox Paine & Company, LLC, who is not a member of the Conflicts Committee and recused himself from the Board of Directors’ deliberations related to fees paid to Fox Paine & Company, LLC or its affiliates).
11.
Commitments and Contingencies
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for such risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Commitments
In 2014, the Company entered into a $50 million commitment to purchase an alternative investment vehicle which is comprised of European non-performing loans. As of June 30, 2022, the Company has funded $35.8 million of this commitment leaving $14.2 million as unfunded. Since the investment period has concluded, the Company expects minimal capital calls will be made prospectively.
In 2017, the Company entered into a $50 million commitment to purchase an alternative investment vehicle comprised of stressed and distressed securities and structured products. As of June 30, 2022, the Company has funded $33.0 million of this commitment leaving $17.0 million as unfunded. Since the investment period has concluded, the Company expects minimal capital calls will be made prospectively.
In 2021, the Company entered into a $25 million commitment to purchase an alternative investment vehicle comprised of performing, stressed or distressed securities and loans across the global fixed income markets. As of June 30, 2022, the Company has fully funded this commitment.
Other Commitments
The Company is party to a Management Agreement, as amended, with Fox Paine & Company, LLC, whereby in connection with certain management services provided to it by Fox Paine & Company, LLC, the Company agreed to pay an annual management fee to Fox Paine & Company, LLC. See Note 10 above for additional information pertaining to this management agreement.
COVID-19
There is risk that legislation could be passed or there could be a court ruling which would require the Company to cover business interruption claims regardless of terms, exclusions including the virus exclusions contained within the Company’s Commercial Specialty and Exited Lines policies, or other conditions included in policies that would otherwise preclude coverage.
12.
Share-Based Compensation Plans
Options
During the first quarter of 2021, the Company granted 140,000 Performance-Based Options under the Plan. The Performance-Based Options vest in 33% increments over a three-year period subject to the achievement of certain underwriting results and expire ten years after the grant date or the occurrence of certain events specified in the agreement, whichever is earlier. Of these options, 46,667 options, which were due to vest on April 1, 2022, were recorded as forfeitures in the year ended December 31, 2021 as a result of not meeting performance requirements related to 2021. No stock options were awarded during the quarter and six months ended June 30, 2022 or the quarter ended June 30, 2021. No unvested stock options were forfeited during the quarter and six months ended June 30, 2022 or the quarter ended June 30, 2021. 300,000 unvested stock options were forfeited during the six months ended June 30, 2021.
Restricted Shares / Restricted Stock Units
There were no restricted class A common shares or restricted stock units granted to key employees during the quarters and six months ended June 30, 2022 and 2021.
There were 35,442 and 22,540 restricted stock units that vested during the quarters ended June 30, 2022 and 2021, respectively, and 61,522 and 42,977 restricted stock units that vested during the six months ended June 30, 2022 and 2021, respectively. Upon vesting, the restricted stock units converted to restricted class A common shares.
During the quarters ended June 30, 2022 and 2021, the Company granted 25,760 and 19,738 class A common shares, respectively, at a weighted average grant date value of $25.96 and $28.71 per share, respectively, to non-employee directors of the Company under the Plan. Of the shares granted during the quarters ended June 30, 2022 and 2021, the vesting of 8,827 and 4,838 shares, respectively, is deferred until January 1, 2024 or a change of control, whichever is earlier. The remaining shares granted to non-employee directors of the Company in 2022 and 2021 were fully vested but are subject to certain restrictions.
During the six months ended June 30, 2022 and 2021, the Company granted 50,570 and 39,744 class A common shares, respectively, at a weighted average grant date value of $25.80 and $28.51 per share, respectively, to non-employee directors of the Company under the Plan. Of the shares granted during the six months ended June 30, 2022 and 2021, the vesting of 16,140 shares and 9,741 shares, respectively, is deferred until January 1, 2024 or a change of control, whichever is earlier. The remaining shares granted to non-employee directors of the Company in 2022 and 2021 were fully vested but are subject to certain restrictions.
13.
Earnings Per Share
Earnings per share have been computed using the weighted average number of common shares and common share equivalents outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per share:
(Dollars in thousands, except share and per share data)
Numerator:
Denominator:
Weighted average shares for basic earnings per share
Non-vested restricted stock
12,310
11,254
Non-vested restricted stock units
140,785
129,035
116,190
114,312
Weighted average shares for diluted earnings per share (1)
Earnings per share - Basic
Earnings per share - Diluted
For the quarter and six months ended June 30, 2022, “weighted average shares outstanding – basic” was used to calculate “diluted earnings per share” due to a net loss in each period.
If the Company had not incurred a loss in the quarter ended June 30, 2022, 14,749,370 weighted average shares would have been used to compute the diluted loss per share calculation. In addition to the basic shares, weighted average shares for the diluted calculation would have included 110,417 shares of non-vested restricted stock units and 95,719 share equivalents for options.
If the Company had not incurred a loss in the six months ended June 30, 2022, 14,728,182 weighted average shares would have been used to compute the diluted loss per share calculation. In addition to the basic shares, weighted average shares for the diluted calculation would have included 103,670 shares of non-vested restricted stock units and 95,342 share equivalents for options.
The weighted average shares outstanding used to determine dilutive earnings per share does not include 393,333 shares for both the quarter and six months ended June 30, 2022 and 540,000 shares for both the quarter and six months ended June 30, 2021, which were deemed to be anti-dilutive.
14.
Segment Information
On August 8, 2022, the Company sold the renewal rights related to all business lines within its Farm, Ranch & Stable segment for business written on or after August 8, 2022 to Everett Cash Mutual Insurance Company. During the 2nd quarter of 2022, the Company decided that Farm, Ranch & Stable would not be a core business and a decision was made to not allocate additional resources to this segment. Previously, on October 26, 2021, the Company sold the renewal rights related to its manufactured and dwelling homes products which were part of the Specialty Property segment. In 2021, the Company decided to cease writing certain Property Brokerage business which was part of the Commercial Specialty segment, as well as exit certain property and catastrophe lines within the Reinsurance Operations segment. Based on the decisions to exit these lines of business, the Company changed the way it manages and analyzes its operating results. The chief operating decision makers, the Chief Executive as well as the Chief Operating Officer, decided they will be reviewing the specific results of the Exited Lines in a separate segment. The chief operating decision makers also determined that the small amount of specialty property business that remained from the Specialty Property segment would be included as programs in the Commercial Specialty segment for purpose of reviewing results and allocating resources. The Reinsurance Operations segment will continue to write casualty and professional treaties as well as individual excess policies. Accordingly, the Company has three reportable segments: Commercial Specialty, Reinsurance Operations, and Exited Lines. Management believes these segments allow users of the Company’s financial statements to better understand the Company's performance, better assess prospects for future net cash flows and to make more informed judgments about the Company as a whole. The segment results for the quarter and six months ended June 30, 2021 have been revised to reflect these changes.
33
The Company manages its business through three business segments. Commercial Specialty offers specialty property and casualty products designed for product lines such as Small Business Binding Authority, Property Brokerage, and Programs. Reinsurance Operations provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies. Exited Lines represents lines of business that are no longer being written or are in runoff.
The following are tabulations of business segment information for the quarters and six months ended June 30, 2022 and 2021:
Commercial
Specialty
Reinsurance
Operations
Exited Lines
109,797
46,394
40,632
101,171
19,593
95,172
38,596
21,981
Other income (loss)
(61
(25
174
95,432
38,535
21,956
155,923
56,042
22,481
14,095
36,222
14,369
10,507
Income (loss) from segments
3,168
1,685
(2,646
2,207
Unallocated Items:
Net realized investment losses
Other loss
(77
(2,993
(410
(3,529
Loss before income taxes
626
Net loss
Segment assets
1,002,120
326,804
384,991
1,713,915
Corporate assets
147,864
External business only, excluding business assumed from affiliates.
99,406
24,487
51,343
91,647
44,519
81,965
18,061
49,382
208
290
512
82,173
18,075
49,672
149,920
42,669
11,600
36,669
30,577
6,198
20,438
8,927
(7,435
1,769
Net realized investment gains
(6,329
(2,696
Income before income taxes
Income tax expense
(844
Net income
905,240
191,152
470,245
1,566,637
370,680
1,937,317
35
214,063
87,839
85,904
199,484
39,317
186,935
73,559
44,078
519
(81
175
613
187,454
73,478
44,253
305,185
108,095
43,938
25,280
69,911
26,546
21,333
9,448
2,994
(2,360
10,082
(90
(7,653
(3,005
4,039
36
188,740
46,438
103,616
173,819
88,079
160,657
34,859
97,592
452
(42
510
920
161,109
34,817
98,102
294,028
92,459
22,475
66,787
59,629
11,977
40,371
9,021
365
(9,056
(22
(10,605
(5,291
(641
15.
New Accounting Pronouncements
The Company did not adopt any new accounting pronouncements during the six months ended June 30, 2022.
Please see Note 24 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2021 Annual Report on Form 10-K for more information on accounting pronouncements issued but not yet adopted.
16.
Subsequent Events
On August 8, 2022, the Company sold the renewal rights related to all business lines within its Farm, Ranch & Stable segment for business written on or after August 8, 2022 to Everett Cash Mutual Insurance Company. The Company will retain the unearned premium reserves for business written prior to August 8, 2022.
Everett Cash Mutual Insurance Company is also acquiring the Company’s wholly owned subsidiary, American Reliable Insurance Company, for book value which is expected to be $10.0 million at the time of closing. The transaction is subject to receiving regulatory approval which is expected to be received during the 4th quarter of 2022. Under the agreements, total consideration to be paid by Everett Cash Mutual Insurance Company is $40 million.
37
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of the Company included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please see "Cautionary Note Regarding Forward-Looking Statements" at the end of this Item 2 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein. For more information regarding the Company’s business and operations, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Recent Developments
Sale of Renewal Rights related to Farm, Ranch & Stable and Sale of American Reliable Insurance Company.
The Board of Directors approved a distribution payment of $0.25 per common share to all shareholders of record on the close of business on March 21, 2022 and June 20, 2022. Distributions paid to common shareholders were $7.3 million during the six months ended June 30, 2022. In addition, distributions of $0.2 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the six months ended June 30, 2022.
AM Best Rating
AM Best has seven Rating Categories in the AM Best Financial Strength Rating Scale. The categories ranging from best to worst are Superior, Excellent, Good, Fair, Marginal, Weak and Poor. Within each rating category, there are rating notches of plus or minus to show additional gradation of the ratings. On May 19, 2022, AM Best affirmed the financial strength rating of "A" (Excellent) for the U.S. operating subsidiaries of Global Indemnity Group, LLC.
Redemption of Debt
On April 15, 2022, the Company redeemed the entire $130 million in aggregate principal amount of the outstanding 2047 Notes plus accrued and unpaid interest on the 2047 Notes redeemed to, but not including the Redemption Date of April 15, 2022.
The global outbreak of COVID-19 continues to present significant risks to the Company. The COVID-19 pandemic may affect the Company’s operations indefinitely. The Company may experience reductions in premium volume, delays in the collection of premiums, and increases in COVID-19 related claims. Any resulting volatility in the global financial markets may negatively impact the market value of the Company’s investment portfolio and may result in net realized investment losses as well as a decline in the liquidity of the investment portfolio. All of these factors may have far reaching impacts on the Company’s business, operations, and financial results and conditions, directly and indirectly, including without limitation impacts on the health of the Company’s management and employees, distribution, marketing, customers and agents, and on the overall economy. The scope and nature of these impacts, most of which are beyond the Company’s control, continue to evolve and such effects could exist for an extended period of time even after the pandemic ends.
Overview
The Company’s Commercial Specialty segment sells its property and casualty insurance products through a group of approximately 205 professional general agencies that have limited quoting and binding authority, as well as a number of wholesale insurance brokers who in turn sell the Company’s insurance products to insureds through retail insurance brokers. Commercial Specialty operates predominantly in the excess and surplus lines marketplace. Commercial Specialty also offers several specialty admitted property and casualty products. The Company manages its Commercial Specialty segment via product classifications. These product classifications are: 1) Penn-America, which includes property and general liability products for small commercial businesses sold through a select network of wholesale general agents with specific binding authority; 2) United National, which includes property, general liability, and professional lines products sold through program administrators with specific binding authority; 3) Diamond State, which includes property, casualty, and professional lines products sold through wholesale brokers and program administrators with specific binding authority; and 4) Vacant Express, which primarily insures dwellings which are currently vacant, undergoing renovation, or are under construction and is sold through aggregators, brokers, and retail agents. The Company has also created several start-up business lines which distribute professional, environmental, and excess casualty products.
The Company’s Reinsurance Operations provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies. It uses its capital capacity to write niche and casualty-focused treaties and business which meet the Company’s risk tolerance and return thresholds.
The Company’s Exited Lines segment represents lines of business that are no longer being written or are in runoff. Exited Lines includes specialty personal lines property and casualty products such as manufactured home, dwelling, motorcycle, watercraft and certain homeowners business, certain business within Property Brokerage, property and catastrophe reinsurance treaties, Farm, Ranch, & Stable business, and specialized insurance products for the equine mortality and equine major medical industry. These insurance products were distributed through wholesale general agents, wholesale insurance brokers, program administrators, and retail agents.
The Company derives its revenues primarily from premiums paid on insurance policies that it writes and from income generated by its investment portfolio, net of fees paid for investment management services. The amount of insurance premiums that the Company receives is a function of the amount and type of policies it writes, as well as prevailing market prices.
The Company’s expenses include losses and loss adjustment expenses, acquisition costs and other underwriting expenses, corporate and other operating expenses, interest, investment expenses, and income taxes. Losses and loss adjustment expenses are estimated by management and reflect the Company’s best estimate of ultimate losses and costs arising during the reporting period and revisions of prior period estimates. The Company records its best estimate of losses and loss adjustment expenses considering both internal and external actuarial analyses of the estimated losses the Company expects to incur on the insurance policies it writes. The ultimate losses and loss adjustment expenses will depend on the actual costs to resolve claims. Acquisition costs consist principally of commissions and premium taxes that are typically a percentage of the premiums on the insurance policies the Company writes, net of ceding commissions earned from reinsurers. Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities. Corporate and other operating expenses are comprised primarily of outside legal fees, other professional and accounting fees, directors’ fees, management fees & advisory fees, and salaries and benefits for company personnel whose services relate to the support of corporate activities. Interest expense is primarily comprised of amounts due on outstanding debt.
Critical Accounting Estimates and Policies
The Company’s consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
The most critical accounting policies involve significant estimates and include those used in determining the liability for unpaid losses and loss adjustment expenses, recoverability of reinsurance receivables, investments, fair value measurements, goodwill and intangible assets, deferred acquisition costs, and taxation. For a detailed discussion on each of these policies,
39
please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to any of these policies or underlying methodologies during the current year.
Results of Operations
The following table summarizes the Company’s results for the quarters and six months ended June 30, 2022 and 2021:
Quarters Ended
June 30,
Six Months Ended
Change
12.3
14.5
4.0
5.9
4.2
3.9
(66.0
(33.4
3.8
Losses and expenses:
(2.4
6.8
5.2
Underwriting income
24.8
NM
(81.8
(58.4
(52.7
(27.8
(84.8
(43.2
(174.2
Underwriting Ratios:
Loss ratio (1):
59.5
60.9
58.2
62.0
Expense ratio (2)
39.2
38.3
38.7
38.2
Combined ratio (3)
98.7
99.2
96.9
100.2
NM – not meaningful
The loss ratio is a GAAP financial measure that is generally viewed in the insurance industry as an indicator of underwriting profitability and is calculated by dividing net losses and loss adjustment expenses by net earned premiums.
The expense ratio is a GAAP financial measure that is calculated by dividing the sum of acquisition costs and other underwriting expenses by net earned premiums.
The combined ratio is a GAAP financial measure and is the sum of the Company’s loss and expense ratios.
40
Premiums
The following table summarizes the change in premium volume by business segment:
% Change
Gross written premiums (1)
Commercial Specialty
10.5
13.4
Reinsurance Operations (3)
89.5
89.2
Continuing Lines
156,191
123,893
26.1
301,902
235,178
28.4
(20.9
(17.1
Total gross written premiums
8,626
7,759
11.2
14,579
14,921
(2.3
21,039
6,824
46,587
15,537
199.8
Total ceded written premiums
29,665
14,583
103.4
61,166
30,458
100.8
Net written premiums (2)
10.4
14.8
147,565
116,134
27.1
287,323
220,257
30.4
(56.0
(55.4
Total net written premiums
16.1
16.4
113.7
111.0
133,768
100,026
33.7
260,494
195,516
33.2
(55.5
(54.8
Total net earned premiums
Gross written premiums represent the amount received or to be received for insurance policies written without reduction for reinsurance costs, ceded premiums, or other deductions.
Net written premiums equal gross written premiums less ceded written premiums.
Gross written premiums increased by 12.3% and 14.5% for the quarter and six months ended June 30, 2022, respectively, as compared to same periods in 2021. The increase in gross written premiums is mainly due to the continued growth of existing programs, increased pricing, and several new programs within Commercial Specialty, the organic growth of existing casualty treaties within Reinsurance Operations, partially offset by a reduction in premiums within Exited Lines.
Underwriting Ratios
Point
Loss ratio
58.9
52.1
57.8
57.6
Reinsurance Operations
58.3
64.2
(5.9
59.7
64.4
(4.7
58.7
54.3
4.4
58.4
58.8
(0.4
64.1
74.2
(10.1
57.4
68.4
(11.0
Total loss ratio
(3.8
Expense ratio
38.1
37.3
0.8
37.4
37.1
0.3
37.2
34.3
2.9
36.1
34.4
1.7
37.8
36.8
1.0
37.0
36.6
0.4
47.8
41.4
6.4
48.4
7.0
Total expense ratio
0.9
0.5
Combined ratio
97.0
89.4
7.6
95.2
94.7
95.5
98.5
(3.0
95.8
98.8
96.5
91.1
5.4
95.4
(0.0
111.9
115.6
(3.7
105.8
109.8
(4.0
Total combined ratio
(0.5
(3.3
Net Retention
The ratio of net written premiums to gross written premiums is referred to as the Company’s net premium retention. The Company’s net premium retention is summarized by segments as follows:
92.1
92.2
(0.1
93.2
1.1
100.0
94.5
93.7
1.5
48.2
86.7
(38.5
45.8
(54.2
84.9
91.7
(6.8
84.2
91.0
The net premium retention for both the quarter and six months ended June 30, 2022 decreased by 6.8 points as compared to the same periods in 2021. The reduction in retention is primarily driven by the Company entering into an agreement effective November 30, 2021 where American Family Mutual Insurance Company agreed to reinsure 100% of the Company’s unearned premium reserves of the same types as the policies included in the sale of the renewal rights of the Company’s manufactured and dwelling homes products that were in force as of November 30, 2021. See Note 3 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2021 Annual Report on Form 10-K for additional information on this reinsurance agreement as well as the sale of renewal rights related to the Company’s manufactured and dwelling home products.
Net Earned Premiums
Net earned premiums within the Commercial Specialty segment increased by 16.1% and 16.4% for the quarter and six months ended June 30, 2022, respectively, as compared to the same periods in 2021. The increase in net earned premiums was primarily due to a growth in premiums written as a result of organic growth from existing agents, pricing increases, and several new programs. Property net earned premiums were $36.8 million and $34.7 million for the quarters ended June 30, 2022 and 2021, respectively, and $72.3 million and $71.9 million for the six months ended June 30, 2022 and 2021,
respectively. Casualty net earned premiums were $58.3 million and $47.2 million for the quarters ended June 30, 2022 and 2021, respectively, and $114.6 million and $88.8 million for the six months ended June 30, 2022 and 2021, respectively.
Net earned premiums within the Reinsurance Operations segment increased by 113.7% and 111.0% for the quarter and six months ended June 30, 2022, respectively, as compared to the same periods in 2021 primarily due to organic growth of existing casualty treaties. There was no property net earned premiums for the quarters and six months ended June 30, 2022 and 2021. Casualty net earned premiums were $38.6 million and $18.1 million for the quarters ended June 30, 2022 and 2021, respectively, and $73.6 million and $34.9 million for the six months ended June 30, 2022 and 2021, respectively.
Net earned premiums within the Exited Lines segment decreased by 55.5% and 54.8% for the quarter and six months ended June 30, 2022, respectively, as compared to the same periods in 2021 primarily due to the sale of the renewal rights related to the Company’s manufactured and dwelling home products on October 26, 2021. The decrease in net earned premiums is also due to exiting lines of business unrelated to the company’s continuing businesses. Property net earned premiums were $16.6 million and $43.1 million for the quarters ended June 30, 2022 and 2021, respectively, and $34.2 million and $85.0 million for the six months ended June 30, 2022 and 2021, respectively. Casualty net earned premiums were $5.4 million and $6.2 million for the quarters ended June 30, 2022 and 2021, respectively, and $9.8 million and $12.6 million for the six months ended June 30, 2022 and 2021, respectively.
Reserves
Management’s best estimate at June 30, 2022 was recorded as the loss reserve. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross and net reserves of $804.7 million and $710.5 million, respectively, as of June 30, 2022. A breakout of the Company’s gross and net reserves, as of June 30, 2022, is as follows:
Gross Reserves
Case
IBNR (1)
163,650
316,635
480,285
6,249
138,272
144,521
169,899
454,907
624,806
83,667
96,188
179,855
253,566
551,095
Net Reserves (2)
140,566
284,090
424,656
146,815
422,362
569,177
63,867
77,432
141,299
210,682
499,794
Losses incurred but not reported, including the expected future emergence of case reserves.
Does not include reinsurance receivable on paid losses.
Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made. If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s best estimate. For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes management’s best estimate is more likely influenced by changes in severity than frequency. The following table, which the Company believes reflects a reasonable range of variability around its best estimate based on historical loss experience and management’s judgment, reflects the
impact of changes (which could be favorable or unfavorable) in frequency and severity on the Company’s current accident year net loss estimate of $183.9 million for claims occurring during the six months ended June 30, 2022:
Severity Change
-10%
-5%
0%
5%
10%
Frequency Change
(26,672
(17,935
(9,197
(460
8,278
-3%
(23,361
(14,440
(5,518
3,403
12,324
-2%
(21,706
(12,692
(3,679
5,334
14,348
-1%
(20,050
(10,945
(1,839
7,266
16,371
(18,395
9,197
18,395
1%
(16,739
(7,450
1,839
11,129
20,418
2%
(15,084
(5,702
3,679
13,060
22,442
3%
(13,428
(3,955
5,518
14,992
24,465
(10,117
18,855
28,512
The Company’s net reserves for losses and loss adjustment expenses of $710.5 million as of June 30, 2022 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.
Underwriting Results
The components of income from the Company’s Commercial Specialty segment and corresponding underwriting ratios are as follows:
25.0
31.3
16.9
18.5
17.2
(64.5
4.7
Loss ratio:
Current accident year
58.6
52.7
57.5
Prior accident year
(0.6
(1.9
2.2
Calendar year loss ratio
44
Reconciliation of non-GAAP financial measures and ratios
The table below reconciles the non-GAAP measures or ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends within Commercial Specialty may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.
Loss
Ratio
Property
Non catastrophe property losses and ratio excluding the effect of prior accident year (1)
18,125
49.2
13,218
38.0
35,707
49.4
33,790
47.0
Effect of prior accident year
383
(6
(374
(1,534
(2.1
Non catastrophe property losses and ratio (2)
18,508
50.2
13,212
35,333
48.9
32,256
44.9
Catastrophe losses and ratio excluding the effect of prior accident year (1)
3,189
8.7
2,855
8.2
5,423
7.5
11,573
(1,334
(3.6
514
(353
(392
Catastrophe losses and ratio (2)
1,855
3,369
9.7
5,070
11,181
15.5
Total property losses and ratio excluding the effect of prior accident year (1)
21,314
57.9
16,073
46.2
41,130
56.9
45,363
63.1
(951
(2.6
508
(727
(1.0
(1,926
(2.7
Total property losses and ratio (2)
20,363
55.3
16,581
47.7
40,403
55.9
43,437
60.4
Casualty
Total casualty losses and ratio excluding the effect of prior accident year (1)
34,460
59.1
27,126
66,420
58.0
50,220
56.6
1,219
2.1
(1,038
(2.2
1,272
(1,198
(1.3
Total casualty losses and ratio (2)
35,679
61.2
26,088
55.2
67,692
49,022
Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)
55,774
43,199
107,550
95,583
268
(530
545
Total net losses and loss adjustment expense and total loss ratio (2)
Non-GAAP measure / ratio
Most directly comparable GAAP measure / ratio
See “Result of Operations” above for a discussion on consolidated premiums.
Other Income
Other income was $0.3 million and $0.2 million for the quarters ended June 30, 2022 and 2021, respectively, and $0.5 million and $0.5 million for the six months ended June 30, 2022 and 2021, respectively. Other income is primarily comprised of fee income.
45
Loss Ratio
The current accident year losses and loss ratio is summarized as follows:
Property losses
Non-catastrophe
5.7
Catastrophe
(53.1
32.6
(9.3
Casualty losses
27.0
32.3
Total accident year losses
29.1
12.5
Current accident year loss ratio:
2.4
(8.6
Property loss ratio
(6.2
Casualty loss ratio
1.4
Total accident year loss ratio
The current accident year non-catastrophe property loss ratio increased by 11.2 points during the quarter ended June 30, 2022 as compared to the same period in 2021 reflecting higher claims severity in the second accident quarter compared to last year.
The current accident year non-catastrophe property loss ratio increased by 2.4 points during the six months ended June 30, 2022 as compared to the same period in 2021 due to higher claims severity in the first six months compared to last year.
The current accident year catastrophe loss ratio increased by 0.5 points during the quarter ended June 30, 2022 as compared to the same period in 2021 recognizing higher claims frequency in the calendar quarter compared to last year.
The current accident year catastrophe loss ratio improved by 8.6 points during the six months ended June 30, 2022 as compared to the same period in 2021 due to lower claims frequency and severity in the first six months compared to last year.
The current accident year casualty loss ratio increased by 1.7 points during the quarter ended June 30, 2022 as compared to the same period in 2021 reflecting higher claims severity in the calendar quarter compared to last year.
The current accident year casualty loss ratio increased by 1.4 points during the six months ended June 30, 2022 as compared to the same period in 2021 due to higher claims severity in the first six months compared to last year.
The calendar year loss ratio for the quarter and six months ended June 30, 2022 includes a increase of $0.3 million, or 0.3 percentage points, and a increase of $0.5 million, or 0.3 percentage points, respectively, related to reserve development on prior accident years. The calendar year loss ratio for the quarter and six months ended June 30, 2021 includes a decrease of $0.5 million, or 0.6 percentage points, and a decrease of $3.1 million, or 1.9 percentage points, respectively, related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
Expense Ratios
The expense ratio for the Company’s Commercial Specialty segment increased by 0.8 points from 37.3% for the quarter ended June 30, 2021 to 38.1% for the quarter ended June 30, 2022 and increased by 0.3 points from 37.1% for the six months ended June 30, 2021 to 37.4% for the six months ended June 30, 2022. The increase in the expense ratio is primarily due to higher compensation cost resulting from the start-up business lines partially offset by a reduction in the expense ratio due to growth in net earned premiums.
46
COVID-19’s lasting impacts could result in declines in business, non-payment of premiums, and increases in claims that could adversely affect Commercial Specialty’s business, financial condition, and results of operation.
There is continued risk that legislation could be passed or there could be a court ruling which would require the Company to cover business interruption claims regardless of terms, exclusions including the virus exclusions contained within the Company’s Commercial Specialty policies, or other conditions included in these policies that would otherwise preclude coverage.
The components of income from the Company’s Reinsurance Operations segment and corresponding underwriting ratios are as follows:
2022 (1)
2021 (1)
92.9
113.2
93.8
131.8
121.6
Current accident year (2)
61.4
64.3
(2.9
61.3
64.5
(3.2
(3.1
(1.6
(1.5
Calendar year loss ratio (3)
External business only, excluding business assumed from affiliates
Non-GAAP ratio
Most directly comparable GAAP ratio
47
Reconciliation of non-GAAP financial ratios
The table above reconciles the non-GAAP ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP ratio. The Company believes the non-GAAP ratios are useful to investors when evaluating the Company's underwriting performance as trends within Reinsurance Operations may be obscured by prior accident year adjustments. These non-GAAP ratios should not be considered as a substitute for its most directly comparable GAAP ratio and does not reflect the overall underwriting profitability of the Company.
Other Income (Loss)
The Company recognized a loss of $0.1 million for each of the quarters ended June 30, 2022 and 2021 and recognized income of less than $0.1 million and a loss of less than $0.1 million for the six months ended June 30, 2022 and 2021, respectively. Other income (loss) is primarily comprised of foreign exchange gains and losses.
The current accident year loss ratio improved by 2.9 points during the quarter ended June 30, 2022 as compared to the same period in 2021 reflecting a mix of business change and growth in a treaty that has a lower expected loss ratio than last year.
The current accident year loss ratio improved by 3.2 points during six months ended June 30, 2022 as compared to the same period in 2021 reflecting a mix of business change and growth in a treaty that has a lower expected loss ratio than last year.
The calendar year loss ratios for the quarter and six months ended June 30, 2022 includes a decrease of $1.2 million or 3.1 percentage points, and a decrease of $1.2 million, or 1.6 percentage points, respectively, related to reserve development on prior accident years. The calendar year loss ratios for both the quarter and six months ended June 30, 2021 includes a decrease of less than $0.1 million or 0.1 percentage point, related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
The expense ratio for the Company’s Reinsurance Operations segment increased 2.9 points from 34.3% for the quarter ended June 30, 2021 to 37.2% for the quarter ended June 30, 2022 and increased 1.7 points from 34.4% for the six months ended June 30, 2021 to 36.1% for the six months ended June 30, 2022. This increase in the expense ratio was primarily due to an increase in commission expense which was partially offset by a reduction in the expense ratio as a result of a growth in net earned premiums.
COVID-19’s lasting impacts could result in declines in business, non-payment of premiums, and increases in claims that could adversely affect Reinsurance Operations’ business, financial condition, and results of operation.
48
The components of loss from the Company’s Exited Lines segment and corresponding underwriting ratios are as follows:
(108.6
(65.7
(55.8
(54.9
(61.6
(62.1
(48.6
(47.2
Underwriting loss
(64.4
(73.9
76.1
61.9
14.2
70.9
63.0
7.9
(12.0
(24.3
(13.5
(18.9
49
The table below reconciles the non-GAAP measures or ratios, which excludes the impact of prior accident year adjustments, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends within Exited Lines may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.
9,229
55.5
22,271
51.6
19,108
55.8
41,608
(2,754
(16.6
(277
(4,291
(12.5
1,764
6,475
39.0
21,994
51.0
14,817
43.3
43,372
5,189
31.2
11.5
7,262
21.2
13,150
191
6,298
14.6
(1,165
(3.4
4,691
5.5
11,256
6,097
17.8
17,841
14,418
27,229
26,370
77.0
54,758
(2,563
(15.4
6,021
14.0
(5,456
(15.9
6,455
11,855
71.3
33,250
77.1
20,914
61.1
61,213
72.0
2,307
43.0
3,358
53.8
4,880
49.6
6,764
53.9
61
(514
(5.2
(1,190
(9.5
2,240
41.8
3,419
54.7
4,366
44.4
5,574
16,725
30,587
31,250
61,522
(2,630
6,082
(5,970
5,265
50
The Company recognized a loss of less than $0.1 million and income of $0.3 million for the quarters ended June 30, 2022 and 2021, respectively, and income of $0.2 million and income of $0.5 million for the six months ended June 30, 2022 and 2021, respectively. Other income is primarily comprised of fee income net of bank fees.
(58.6
(54.1
(44.8
(47.0
(51.8
(31.3
(27.9
(45.3
(49.2
6.9
19.7
23.6
12.6
(10.8
(4.3
The current accident year non-catastrophe property loss ratio increased by 3.9 points during the quarter ended June 30, 2022 as compared to the same period in 2021 recognizing higher claims frequency in Farm, Ranch & Stable business lines partially offset by lower claims frequency in the specialty property lines and lower claims severity in the property brokerage lines.
The current accident year non-catastrophe property loss ratio increased by 6.9 points during six months ended June 30, 2022 as compared to the same period in 2021 due to a higher loss ratio in the specialty property lines as well as higher claims frequency and severity in the Farm, Ranch & Stable business lines.
The current accident year catastrophe loss ratio increased by 19.7 points during the quarter ended June 30, 2022 as compared to the same period in 2021 recognizing higher claims frequency and severity in the specialty property lines and Farm, Ranch & Stable business lines.
The current accident year catastrophe loss ratio increased by 5.7 points during the six months ended June 30, 2022 as compared to the same period in 2021 reflecting higher claims severity in the Farm, Ranch & Stable business lines partially offset by lower claims frequency and severity in the property brokerage lines.
The current accident year casualty loss ratio improved by 10.8 points during the quarter ended June 30, 2022 as compared to the same period in 2021 which reflects that the premium has been running off and is down to $0.9 million in net earned premiums for the specialty property lines, property brokerage, and property and catastrophe reinsurance treaties in the quarter as well as lower claims frequency in Farm, Ranch & Stable business lines.
The current accident year casualty loss ratio improved by 4.3 points during the six months ended June 30, 2022 as compared to the same period in 2021 primarily due to lower claims severity in the Farm, Ranch & Stable business lines partially offset by higher claims severity in the specialty property lines.
51
The calendar year loss ratio for the quarter and six months ended June 30, 2022 includes a decrease of $2.6 million, or 12.0 percentage points, and a decrease of $6.0 million, or 13.5 percentage points, respectively related to reserve development on prior accident years. The calendar year loss ratio for the quarter and six months ended June 30, 2021 includes an increase of $6.1 million, or 12.3 percentage points, and an increase of $5.3 million, or 5.4 percentage points, respectively, related to reserve development on prior accident years. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
Expense Ratio
The expense ratio for the Company’s Exited Lines increased by 6.4 points from 41.4% for the quarter ended June 30, 2021 to 47.8% for the quarter ended June 30, 2022. The expense ratio for the Company’s Exited Lines increased by 7.0 points from 41.4% for the six months ended June 30, 2021 to 48.4% for the six months ended June 30, 2022. The increase in the expense ratio is primarily due to the reduction in earned premiums resulting from the runoff of lines of business that the Company is no longer writing.
There is continued risk that legislation could be passed or there could be a court ruling which would require the Company to cover business interruption claims regardless of terms, exclusions including the virus exclusions contained within the Company’s Exited Lines’ policies, or other conditions included in these policies that would otherwise preclude coverage
COVID-19’s lasting impacts could result in declines in business, non-payment of premiums, and increases in claims that could adversely affect the Exited Lines’ business, financial condition, and results of operation.
Unallocated Corporate Items
The Company’s fixed income portfolio, excluding cash, continues to maintain high quality with an A average rating and a duration of 1.7 years.
Gross investment income (1)
(77.4
Investment expenses
(9.9
Excludes realized gains and losses
Gross investment income decreased by 77.4% and 55.4% for the quarter and six months ended June 30, 2022 as compared to the same periods in 2021 primarily due to decreased returns from alternative investments and a decrease in dividend income as a result of the liquidation of the Company’s common stock portfolio during the first quarter of 2022. The proceeds from the sale of the common stock portfolio as well as other proceeds were used to retire the 2047 Notes in April 2022.
Investment expenses decreased by 3.8% and 9.9% for the quarter and six months ended June 30, 2022 as compared to the same periods in 2021 due to decreased investment management expenses as a result of the liquidation of the Company’s common stock portfolio during the year.
At June 30, 2022, the Company held agency mortgage-backed securities with a market value of $3.8 million. Excluding the agency mortgage-backed securities, the average duration of the Company’s fixed maturities portfolio was 1.8 years as of June 30, 2022, compared with 4.7 years as of June 30, 2021. Including cash and short-term investments, the average duration of the Company’s fixed maturities portfolio, excluding agency mortgage-backed securities, was 1.7 years and 4.5 years as of June 30, 2022 and June 30, 2021, respectively. Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. The Company’s embedded book yield on its fixed maturities, not including cash, was 2.7% as of June 30, 2022, compared to 2.3% as of June 30, 2021. The embedded book yield on the $32.4 million of
52
taxable municipal bonds in the Company’s portfolio, was 3.1% at June 30, 2022, compared to an embedded book yield of 3.0% on the Company’s taxable municipal bonds of $64.5 million at June 30, 2021.
(8,637
(11,876
Derivatives
Other-than-temporary impairment losses
See Note 2 of the notes to the consolidated financial statements in Item 1 of Part I of this report for an analysis of total investment return on a pre-tax basis for the quarters and six months ended June 30, 2022 and 2021.
Corporate and Other Operating Expenses
Corporate and other operating expenses consist of outside legal fees, other professional fees, directors’ fees, management fees & advisory fees, salaries and benefits for holding company personnel, development costs for new products, and taxes incurred which are not directly related to operations. Corporate and other operating expenses were $3.0 million and $6.3 million during the quarters ended June 30, 2022 and 2021, respectively, and $7.7 million and $10.6 million during the six months ended June 30, 2022 and 2021, respectively. The decrease in corporate expenses was primarily due to the Company receiving an employee retention credit under the CARES Act of $2.7 million. This credit, which reduced compensation cost, was received in May 2022.
Interest Expense
Interest expense was $0.4 million and $2.7 million during the quarters ended June 30, 2022 and 2021, respectively, $3.0 million and $5.3 million during the six months ended June 30, 2022 and 2021, respectively. The reduction in interest expense was due to the redemption of the 2047 Notes on April 15, 2022.
Income Tax Benefit
Income tax benefit was $0.6 million for the quarter ended June 30, 2022 compared with income tax expense of $0.8 million for the quarter ended June 30, 2021. The increase in the income tax benefit is primarily due to investment losses incurred by the Company’s U.S. subsidiaries during the quarter ended June 30, 2022.
Income tax benefit was $4.0 million for the six months ended June 30, 2022 compared with an income tax expense of $0.6 million for the six months ended June 30, 2021. The increase in the income tax benefit is primarily due to investment losses incurred by the Company’s U.S. subsidiaries during the six months ended June 30, 2021.
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.
53
Net Income (Loss)
The factors described above resulted in a net loss of $12.2 million and net income of $6.4 million for the quarters ended June 30, 2022 and 2021, respectively and a net loss of $26.9 million and net income of $11.9 million for the six months ended June 30, 2022 and 2021, respectively.
Liquidity and Capital Resources
Sources and Uses of Funds
Global Indemnity Group, LLC is a holding company. Its principal asset is its ownership of the shares of its direct and indirect subsidiaries, including those of its insurance companies: United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, Penn-Patriot Insurance Company, and American Reliable Insurance Company.
Global Indemnity Group, LLC’s short term and long term liquidity needs include but are not limited to the payment of corporate expenses, debt service payments, distributions to shareholders, and share repurchases. The Company also has commitments in the form of operating leases, commitments to fund limited liability investments, and unpaid losses and loss expense obligations. In order to meet its short term and long term needs, Global Indemnity Group, LLC’s principal sources of cash includes investment income, dividends from subsidiaries, other permitted disbursements from its direct and indirect subsidiaries, reimbursement for equity awards granted to employees and intercompany borrowings. The principal sources of funds at these direct and indirect subsidiaries include underwriting operations, investment income, proceeds from sales and redemptions of investments, capital contributions, intercompany borrowings, and dividends from subsidiaries. Funds are used principally by these operating subsidiaries to pay claims and operating expenses, to make debt payments, fund margin requirements on interest rate swap agreements, to purchase investments, and to make distribution payments. In addition, the Company periodically reviews opportunities related to business acquisitions and as a result, liquidity may be needed in the future.
GBLI Holdings, LLC is a holding company which is a wholly-owned subsidiary of Penn-Patriot Insurance Company. GBLI Holdings, LLC’s principal asset is its ownership of the shares of its direct and indirect subsidiaries which include United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, and American Reliable Insurance Company. GBLI Holdings, LLC is dependent on dividends from its subsidiaries to meet its debt obligations as well as corporate expense obligations.
As of June 30, 2022, the Company also had future funding commitments of $31.2 million related to investments that are currently in their harvest period and it is unlikely that a capital call will be made.
The future liquidity of both Global Indemnity Group, LLC and GBLI Holdings, LLC is dependent on the ability of its subsidiaries to pay dividends. Global Indemnity Group, LLC and GBLI Holdings, LLC’s insurance companies are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See “Regulation - Statutory Accounting Principles” in Item 1 of Part I of the Company’s 2021 Annual Report on Form 10-K. Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. See Note 21 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2021 Annual Report on Form 10-K for further information on dividend limitations related to the Insurance Companies. In April, 2022, the United National insurance companies, Penn-America insurance companies, and American Reliable Insurance Company paid dividends in the amount of $4.5 million, $7.5 million, and $22.5 million, respectively.
Cash Flows
Sources of operating funds consist primarily of net written premiums and investment income. Funds are used primarily to pay claims and operating expenses and to purchase investments. As a result of the distribution policy, funds may also be used to pay distributions to shareholders of the Company.
54
The Company’s reconciliation of net income (loss) to net cash provided by operations is generally influenced by the following:
the fact that the Company collects premiums, net of commissions, in advance of losses paid;
the timing of the Company’s settlements with its reinsurers; and
the timing of the Company’s loss payments.
Net cash provided by operating activities was $18.5 million and $47.5 million for the six months ended June 30, 2022 and 2021, respectively. The decrease in operating cash flows of approximately $29.0 million from the prior year was primarily a net result of the following items:
Net premiums collected
276,206
308,353
(32,147
Net losses paid
(136,756
(148,453
11,697
Underwriting and corporate expenses
(130,981
(126,144
(4,837
15,116
18,952
(3,836
Interest paid
(5,126
(5,220
94
(29,029
See the consolidated statements of cash flows in the consolidated financial statements in Item 1 of Part I of this report for details concerning the Company’s investing and financing activities.
Liquidity
Sale of Renewal Rights related to Farm, Ranch & Stable and Sale of American Reliable Insurance Company
The Company’s liquidity could be negatively impacted by the cancellation, delays, or non-payment of premiums related to the ongoing COVID-19 pandemic and its lasting impacts. There is continued risk that legislation could be passed or there could be a court ruling which would require the Company to cover business interruption claims regardless of terms, exclusions including the virus exclusions contained within the Company’s Commercial Specialty and Farm, Ranch & Stable policies, or other conditions included in policies that would otherwise preclude coverage which would negatively impact liquidity. In addition, the liquidity of the Company’s investment portfolio could be negatively impacted by disruption experienced in global financial markets. Management is taking actions it considers prudent to minimize the impact on the Company’s liquidity. However, given the ongoing uncertainty surrounding the duration, magnitude and geographic reach of COVID-19, the Company is regularly evaluating the impact of COVID-19 on its liquidity.
Investment Portfolio
Due to shortening duration, significantly more of the investment portfolio will mature annually.
On May 18th, 2022, the Company provided the Credit Fund, LLC with formal withdrawal requests in full. As outlined in the fund’s offering documents, redemption proceeds are wired to the account of record within 30 days of June 30, 2022. Proceeds of $99.6 million are expected to be invested into fixed income investments with maturities of two years and less.
Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s liquidity during the quarter and six months ended June 30, 2022. Please see Item 7 of Part II in the Company’s 2021 Annual Report on Form 10-K for information regarding the Company’s liquidity.
Capital Resources
In response to a rising interest rate environment, the Company took action early in April 2022 to shorten the duration of its fixed maturities portfolio. The Company identified fixed maturities securities with a weighted average life of five years or greater as having an intent to sell. Most of the proceeds from the sale of these securities are being reinvested into fixed income investments with maturities of two years and less.
On April 15, 2022, the Company redeemed the entire $130 million in aggregate principal amount of the outstanding 2047 Notes plus accrued and unpaid interest on the 2047 Notes redeemed to, but not including the Redemption Date of April 15, 2022. The funds to redeem the debt were primarily obtained through the sale of the Company’s equity portfolio in the amount of $75.9 million, $32.0 million in dividends from insurance company subsidiaries, $18.4 million from distributions received from private equity investments, and the remainder from its subsidiary, GBLI Holdings, LLC.
Intercompany Pooling Arrangement
The Company’s U.S. insurance company participate in an intercompany pooling arrangement whereby premiums, losses, and expenses are shared pro rata amongst the U.S. insurance companies. American Reliable currently comprises 30% of the pool. Prior to the sale of American Reliable, the intercompany pooling agreement will be amended. American Reliable will be removed from the pool and its 30% participation in the business and capital will be allocated to the Company’s remaining five insurance companies.
For additional information on the Sale of American Reliable, please see the liquidity section above.
Other than the item discussed in the preceding paragraphs, there have been no material changes to the Company’s capital resources during the quarter and six months ended June 30, 2022. Please see Item 7 of Part II in the Company’s 2021 Annual Report on Form 10-K for information regarding the Company’s capital resources.
Off Balance Sheet Arrangements
The Company has no off balance sheet arrangements.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report may include forward-looking statements within the meaning of Section 21E of the Security Exchange Act of 1934, as amended, that reflect the Company’s current views with respect to future events and financial performance. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or
consequences of identified transactions or natural disasters, and statements about the future performance, operations, products and services of the companies.
The Company’s business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. See “Risk Factors” in Item 1A of Part I in the Company’s 2021 Annual Report on Form 10-K for risks, uncertainties and other factors that could cause actual results and experience to differ from those projected. The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For the quarter ended June 30, 2022, risk assets were challenged with both equities and bonds moving significantly lower. Global equities fell approximately 15.4% with U.S. equities underperforming, losing approximately 16.1%. U.S. fixed income lost approximately 4.7% with average spreads moving wider during the quarter. Heightened volatility in all markets remained the theme in June as ten-year treasury yields rose significantly during the month only to end slightly higher at the end of June. The increase in rates was triggered by an upside surprise in inflation data, but the combination of decreasing consumer confidence and rising growth concerns ultimately resulted in interest rates falling and spreads across all sectors widening. While the 75-basis-point increase by the Federal Reserve was anticipated, there is growing concern that an aggressive rate rise will result in a recession. Chair Powell continues to point to the strength of the labor market as support for the economy that will allow the Federal Reserve to focus on regaining price stability.
The Company’s investment grade fixed income portfolio continues to maintain high quality with an A average rating and a duration of 1.7 years. Portfolio purchases were focused within US Treasury, and investment grade credit securities. These purchases were funded primarily through cash inflows, sales of US Treasury, MBS, and investment grade credit securities, as well as maturities and paydowns. During the second quarter, the portfolio’s allocation to US Treasuries and investment grade credit increased, while the portfolio’s exposure to MBS securities decreased.
Other than the changes described in the preceding paragraph, there have been no other material changes to the Company’s market risk since December 31, 2021. Please see Item 7A of Part II in the Company’s 2021 Annual Report on Form 10-K for information regarding the Company’s market risk.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2022. 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, 2022, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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 2021 Annual Report on Form 10-K, filed with the SEC on March 16, 2022. The risk factors identified therein have not materially changed.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
The Company’s Share Incentive Plan allows employees to surrender the Company’s class A common shares as payment for the tax liability incurred upon the vesting of restricted stock. There were 11,173 shares and 15,954 shares surrendered by the Company’s employees during quarter and six months ended June 30, 2022, respectively. All class A common shares surrendered by the Company’s employees are held as treasury stock and recorded at cost until formally retired.
Defaults upon Senior Securities
None.
31.1+
Certification of Principal Executive Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+
Certification of Chief Financial Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Filed or furnished herewith, as applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant
Dated: August 9, 2022
By:
/s/ Thomas M. McGeehan
Thomas M. McGeehan
Chief Financial Officer
(Authorized Signatory and Principal Financial and Accounting Officer)