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Global Indemnity Group, LLC - Quarter Report: 2018 September (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2018

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 LIMITED

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands

98-1304287

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer Identification No.)

27 HOSPITAL ROAD

GEORGE TOWN, GRAND CAYMAN

KY1-9008

CAYMAN ISLANDS

(Address of principal executive office including zip code)

Registrant's telephone number, including area code:  (345) 949-0100

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically 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 [X] 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

[X];

 

 

 

 

 

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 [X]

As of November 2, 2018, the registrant had outstanding 10,089,507 A Ordinary Shares and 4,133,366 B Ordinary Shares.

 

 

 

 


TABLE OF CONTENTS

 

 

 

 

 

Page

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements:

 

3

 

 

 

 

 

 

 

Consolidated Balance Sheets
As of September 30, 2018 (Unaudited) and December 31, 2017

 

3

 

 

 

 

 

 

 

Consolidated Statements of Operations
Quarters and Nine Months Ended September 30, 2018 (Unaudited) and September 30, 2017 (Unaudited)

 

4

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income
Quarters and Nine Months Ended September 30, 2018 (Unaudited) and September 30, 2017 (Unaudited)

 

5

 

 

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity
Nine Months Ended September 30, 2018 (Unaudited) and Year Ended December 31, 2017

 

6

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2018 (Unaudited) and September 30, 2017 (Unaudited)

 

7

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

8

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

52

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

70

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

71

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

72

 

 

 

 

 

Item 1A.

 

Risk Factors

 

72

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

72

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

72

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

72

 

 

 

 

 

Item 5.

 

Other Information

 

72

 

 

 

 

 

Item 6.

 

Exhibits

 

73

 

 

 

 

 

Signature

 

74

 

 

2


PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

GLOBAL INDEMNITY LIMITED

Consolidated Balance Sheets

(In thousands, except share amounts)

 

 

 

(Unaudited)

September 30, 2018

 

 

December 31, 2017

 

ASSETS

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

Available for sale, at fair value (amortized cost: $1,299,656 and $1,243,144)

 

$

1,273,681

 

 

$

1,241,437

 

Equity securities:

 

 

 

 

 

 

 

 

At fair value (cost: $137,554 and $124,915)

 

 

137,554

 

 

 

140,229

 

Other invested assets

 

 

85,268

 

 

 

77,820

 

Total investments

 

 

1,496,503

 

 

 

1,459,486

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

40,646

 

 

 

74,414

 

Premiums receivable, net

 

 

84,641

 

 

 

84,386

 

Reinsurance receivables, net

 

 

96,534

 

 

 

105,060

 

Funds held by ceding insurers

 

 

50,805

 

 

 

45,300

 

Federal income taxes receivable

 

 

10,758

 

 

 

10,332

 

Deferred federal income taxes

 

 

35,675

 

 

 

26,196

 

Deferred acquisition costs

 

 

64,538

 

 

 

61,647

 

Intangible assets

 

 

22,152

 

 

 

22,549

 

Goodwill

 

 

6,521

 

 

 

6,521

 

Prepaid reinsurance premiums

 

 

22,976

 

 

 

28,851

 

Receivable for securities sold

 

 

-

 

 

 

1,543

 

Other assets

 

 

26,297

 

 

 

75,384

 

Total assets

 

$

1,958,046

 

 

$

2,001,669

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Unpaid losses and loss adjustment expenses

 

$

608,607

 

 

$

634,664

 

Unearned premiums

 

 

297,630

 

 

 

285,397

 

Ceded balances payable

 

 

16,612

 

 

 

10,851

 

Payable for securities purchased

 

 

4,942

 

 

 

-

 

Contingent commissions

 

 

8,076

 

 

 

7,984

 

Debt

 

 

282,086

 

 

 

294,713

 

Other liabilities

 

 

37,767

 

 

 

49,666

 

Total liabilities

 

$

1,255,720

 

 

$

1,283,275

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 10)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Ordinary shares, $0.0001 par value, 900,000,000 ordinary shares authorized; A ordinary shares issued: 10,164,291 and 10,102,927 respectively; A ordinary shares outstanding: 10,089,507 and 10,073,376, respectively; B ordinary shares issued and outstanding: 4,133,366 and 4,133,366, respectively

 

 

2

 

 

 

2

 

Additional paid-in capital

 

 

437,124

 

 

 

434,730

 

Accumulated other comprehensive income (loss), net of taxes

 

 

(23,829

)

 

 

8,983

 

Retained earnings

 

 

292,001

 

 

 

275,838

 

A ordinary shares in treasury, at cost: 74,784 and 29,551 shares, respectively

 

 

(2,972

)

 

 

(1,159

)

Total shareholders’ equity

 

 

702,326

 

 

 

718,394

 

Total liabilities and shareholders’ equity

 

$

1,958,046

 

 

$

2,001,669

 

 

See accompanying notes to consolidated financial statements.

3


GLOBAL INDEMNITY LIMITED

Consolidated Statements of Operations

(In thousands, except shares and per share data)

 

 

 

(Unaudited)

Quarters Ended September 30,

 

 

(Unaudited)

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

135,606

 

 

$

126,054

 

 

$

418,670

 

 

$

393,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums written

 

$

116,233

 

 

$

109,045

 

 

$

360,557

 

 

$

344,348

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

120,528

 

 

$

108,619

 

 

$

342,447

 

 

$

328,818

 

Net investment income

 

 

11,750

 

 

 

10,134

 

 

 

34,108

 

 

 

27,618

 

Net realized investment gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other than temporary impairment losses on investments

 

 

(24

)

 

 

(1,020

)

 

 

(395

)

 

 

(1,708

)

Other net realized investment gains

 

 

5,343

 

 

 

57

 

 

 

8,228

 

 

 

858

 

Total net realized investment gains (losses)

 

 

5,319

 

 

 

(963

)

 

 

7,833

 

 

 

(850

)

Other income

 

 

411

 

 

 

2,294

 

 

 

1,289

 

 

 

5,444

 

Total revenues

 

 

138,008

 

 

 

120,084

 

 

 

385,677

 

 

 

361,030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

80,493

 

 

 

82,395

 

 

 

195,426

 

 

 

202,656

 

Acquisition costs and other underwriting expenses

 

 

48,680

 

 

 

45,002

 

 

 

141,196

 

 

 

135,010

 

Corporate and other operating expenses

 

 

3,475

 

 

 

4,630

 

 

 

23,653

 

 

 

11,045

 

Interest expense

 

 

4,924

 

 

 

4,836

 

 

 

14,725

 

 

 

12,065

 

Income (loss) before income taxes

 

 

436

 

 

 

(16,779

)

 

 

10,677

 

 

 

254

 

Income tax benefit

 

 

(3,292

)

 

 

(7,855

)

 

 

(5,944

)

 

 

(13,193

)

Net income (loss)

 

$

3,728

 

 

$

(8,924

)

 

$

16,621

 

 

$

13,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.26

 

 

$

(0.51

)

 

$

1.18

 

 

$

0.78

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.26

 

 

$

(0.51

)

 

$

1.16

 

 

$

0.76

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

14,100,180

 

 

 

17,343,292

 

 

 

14,082,698

 

 

 

17,331,840

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

14,346,585

 

 

 

17,343,292

 

 

 

14,321,113

 

 

 

17,684,519

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.25

 

 

$

-

 

 

$

0.75

 

 

$

-

 

 

(1) For the quarter ended September 30, 2017, “diluted” loss per share is the same as “basic” loss per share since there was a net loss for the period.

 

See accompanying notes to consolidated financial statements.

 

4


GLOBAL INDEMNITY LIMITED

Consolidated Statements of Comprehensive Income

(In thousands)

 

 

 

(Unaudited)

Quarters Ended September 30,

 

 

(Unaudited)

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income (loss)

 

$

3,728

 

 

$

(8,924

)

 

$

16,621

 

 

$

13,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses)

 

 

(1,624

)

 

 

3,386

 

 

 

(22,632

)

 

 

10,719

 

Portion of other-than-temporary impairment losses

   recognized in other comprehensive income (losses)

 

 

7

 

 

 

(1

)

 

 

(1

)

 

 

(2

)

Reclassification adjustment for gains (losses) included in net income

 

 

717

 

 

 

441

 

 

 

1,403

 

 

 

(788

)

Unrealized foreign currency translation gains (losses)

 

 

(454

)

 

 

273

 

 

 

(1,554

)

 

 

774

 

Other comprehensive income (loss), net of tax

 

 

(1,354

)

 

 

4,099

 

 

 

(22,784

)

 

 

10,703

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss), net of tax

 

$

2,374

 

 

$

(4,825

)

 

$

(6,163

)

 

$

24,150

 

 

See accompanying notes to consolidated financial statements.

5


GLOBAL INDEMNITY LIMITED

Consolidated Statements of Changes in Shareholders’ Equity

(In thousands, except share amounts)

 

 

 

(Unaudited)

Nine Months Ended September 30, 2018

 

 

Year Ended

December 31, 2017

 

Number of A ordinary shares issued:

 

 

 

 

 

 

 

 

Number at beginning of period

 

 

10,102,927

 

 

 

13,436,548

 

Ordinary shares issued under share incentive plans

 

 

37,381

 

 

 

2,204

 

Ordinary shares issued to directors

 

 

23,983

 

 

 

27,121

 

Ordinary shares redeemed

 

 

-

 

 

 

(3,397,031

)

Adjustment for shares redeemed indirectly owned by subsidiary

 

 

-

 

 

 

34,085

 

Number at end of period

 

 

10,164,291

 

 

 

10,102,927

 

 

 

 

 

 

 

 

 

 

Number of B ordinary shares issued:

 

 

 

 

 

 

 

 

Number at beginning and end of period

 

 

4,133,366

 

 

 

4,133,366

 

 

 

 

 

 

 

 

 

 

Par value of A ordinary shares:

 

 

 

 

 

 

 

 

Number at beginning and end of period

 

$

1

 

 

$

1

 

 

 

 

 

 

 

 

 

 

Par value of B ordinary shares:

 

 

 

 

 

 

 

 

Balance at beginning and end of period

 

$

1

 

 

$

1

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

434,730

 

 

$

430,283

 

Adjustment for shares redeemed indirectly owned by subsidiary

 

 

-

 

 

 

706

 

Share compensation plans

 

 

2,394

 

 

 

3,741

 

Balance at end of period

 

$

437,124

 

 

$

434,730

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income (loss), net of deferred income tax:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

8,983

 

 

$

(618

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Change in unrealized holding gains (losses)

 

 

(21,229

)

 

 

8,829

 

Change in other than temporary impairment losses recognized in other comprehensive income

 

 

(1

)

 

 

(3

)

Unrealized foreign currency translation gains  (losses)

 

 

(1,554

)

 

 

775

 

Other comprehensive income (loss)

 

 

(22,784

)

 

 

9,601

 

Cumulative effect adjustment resulting from adoption of new accounting guidance

 

 

(10,028

)

 

 

-

 

Balance at end of period

 

$

(23,829

)

 

$

8,983

 

 

 

 

 

 

 

 

 

 

Retained earnings:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

275,838

 

 

$

368,284

 

Cumulative effect adjustment resulting from adoption of new accounting guidance

 

 

10,198

 

 

 

-

 

Ordinary shares redeemed

 

 

-

 

 

 

(83,015

)

Adjustment for gain on shares redeemed indirectly owned by subsidiary

 

 

-

 

 

 

120

 

Net income (loss)

 

 

16,621

 

 

 

(9,551

)

Dividends to shareholders

 

 

(10,656

)

 

 

-

 

Balance at end of period

 

$

292,001

 

 

$

275,838

 

 

 

 

 

 

 

 

 

 

Number of treasury shares:

 

 

 

 

 

 

 

 

Number at beginning of period

 

 

29,551

 

 

 

-

 

A ordinary shares purchased

 

 

45,233

 

 

 

29,551

 

Number at end of period

 

 

74,784

 

 

 

29,551

 

 

 

 

 

 

 

 

 

 

Treasury shares, at cost:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(1,159

)

 

$

-

 

A ordinary shares purchased, at cost

 

 

(1,813

)

 

 

(1,159

)

Balance at end of period

 

$

(2,972

)

 

$

(1,159

)

Total shareholders’ equity

 

$

702,326

 

 

$

718,394

 

 

See accompanying notes to consolidated financial statements.

6


GLOBAL INDEMNITY LIMITED

Consolidated Statements of Cash Flows

(In thousands)

 

 

 

(Unaudited)

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

16,621

 

 

$

13,447

 

Adjustments to reconcile net income to net cash provided by (used for) operating activities:

 

 

 

 

 

 

 

 

Amortization and depreciation

 

 

5,272

 

 

 

4,813

 

Amortization of debt issuance costs

 

 

198

 

 

 

166

 

Restricted stock and stock option expense

 

 

2,394

 

 

 

2,971

 

Deferred federal income taxes

 

 

(6,270

)

 

 

(13,611

)

Amortization of bond premium and discount, net

 

 

4,650

 

 

 

6,137

 

Net realized investment (gains) losses

 

 

(7,833

)

 

 

850

 

Changes in:

 

 

 

 

 

 

 

 

Premiums receivable, net

 

 

(255

)

 

 

7,632

 

Reinsurance receivables, net

 

 

8,526

 

 

 

20,005

 

Funds held by ceding insurers

 

 

(7,059

)

 

 

(26,576

)

Unpaid losses and loss adjustment expenses

 

 

(26,057

)

 

 

(1,316

)

Unearned premiums

 

 

12,233

 

 

 

3,776

 

Ceded balances payable

 

 

5,761

 

 

 

(1,808

)

Other assets and liabilities, net

 

 

35,040

 

 

 

(31,442

)

Contingent commissions

 

 

92

 

 

 

(3,902

)

Federal income tax receivable/payable

 

 

(426

)

 

 

314

 

Deferred acquisition costs, net

 

 

(2,891

)

 

 

(4,396

)

Prepaid reinsurance premiums

 

 

5,875

 

 

 

11,756

 

Net cash provided by (used for) operating activities

 

 

45,871

 

 

 

(11,184

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Proceeds from sale of fixed maturities

 

 

229,362

 

 

 

742,229

 

Proceeds from sale of equity securities

 

 

28,141

 

 

 

24,483

 

Proceeds from maturity of fixed maturities

 

 

43,303

 

 

 

112,620

 

Proceeds from limited partnerships

 

 

8,352

 

 

 

10,567

 

Amounts received (paid) in connection with derivatives

 

 

7,599

 

 

 

(2,500

)

Purchases of fixed maturities

 

 

(329,002

)

 

 

(979,074

)

Purchases of equity securities

 

 

(22,931

)

 

 

(28,631

)

Purchases of other invested assets

 

 

(15,800

)

 

 

(18,000

)

Acquisition of business

 

 

(3,515

)

 

 

-

 

Net cash used for investing activities

 

 

(54,491

)

 

 

(138,306

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net borrowings (repayments) under margin borrowing facility

 

 

(12,825

)

 

 

9,872

 

Proceeds from issuance of subordinated notes

 

 

-

 

 

 

130,000

 

Debt issuance cost

 

 

-

 

 

 

(4,246

)

Dividends paid to shareholders

 

 

(10,510

)

 

 

-

 

Purchase of A ordinary shares

 

 

(1,813

)

 

 

(1,159

)

Net cash provided by (used for) financing activities

 

 

(25,148

)

 

 

134,467

 

Net change in cash and cash equivalents

 

 

(33,768

)

 

 

(15,023

)

Cash and cash equivalents at beginning of period

 

 

74,414

 

 

 

75,110

 

Cash and cash equivalents at end of period

 

$

40,646

 

 

$

60,087

 

See accompanying notes to consolidated financial statements.

 

7


GLOBAL INDEMNITY LIMITED

1.

Principles of Consolidation and Basis of Presentation

Global Indemnity Limited (“Global Indemnity” or “the Company”) was incorporated on February 9, 2016 and is domiciled in the Cayman Islands.  On November 7, 2016, Global Indemnity replaced Global Indemnity plc as the ultimate parent company as a result of a redomestication transaction.  The Company’s A ordinary shares are publicly traded on the NASDAQ Global Select Market under the ticker symbol GBLI.  Please see Note 2 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2017 Annual Report on Form 10-K for more information on the Company’s redomestication.

The Company manages its business through three business segments:  Commercial Lines, Personal Lines, and Reinsurance Operations.  The Company’s Commercial Lines offers specialty property and casualty insurance products in the excess and surplus lines marketplace.  The Company manages its Commercial Lines by differentiating them into four product classifications: 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; 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; 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 Vacant Express, which insures dwellings which are currently vacant, undergoing renovation, or are under construction and is distributed through aggregators, brokers, and retail agents. These product classifications comprise the Company’s Commercial Lines business segment and are not considered individual business segments because each product has similar economic characteristics, distribution, and coverage. The Company’s Personal Lines segment offers specialty personal lines and agricultural coverage through general and specialty agents with specific binding authority on an admitted basis.  Collectively, the Company’s U.S. insurance subsidiaries are licensed in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. The Commercial Lines and Personal Lines segments comprise the Company’s U.S. Insurance Operations (‘Insurance Operations”).   The Company’s Reinsurance Operations consist solely of the operations of its Bermuda-based wholly-owned subsidiary, Global Indemnity Reinsurance Company, Ltd. (“Global Indemnity Reinsurance”).  Global Indemnity Reinsurance is a treaty reinsurer of specialty property and casualty insurance and reinsurance companies.  The Company’s Reinsurance Operations segment provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies.  

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 nine months ended September 30, 2018 and 2017 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 2017 Annual Report on Form 10-K.

On January 1, 2018, the Company adopted new accounting guidance which requires equity investments, except for those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with the changes in fair value recognized in net income.  Upon adoption, the Company recorded a cumulative effect adjustment, net of tax, of $10.0 million which reduced accumulated other comprehensive income and increased retained earnings.  During the quarter and nine months ended September 30, 2018, net realized investment gains (losses) included a gain of $2.7 million and a loss of $1.4 million, respectively, related to the change in the fair value of equity investments in accordance with this new accounting guidance.  In addition, under the new guidance, equity investments, are no longer classified into different categories as either trading or available for sale.  Prior to the adoption of this new guidance, equity securities were previously classified as available for sale.

8


GLOBAL INDEMNITY LIMITED

On January 1, 2018, the Company adopted new accounting guidance regarding the classification of certain cash receipts and cash payments within the statement of cash flows.  Upon adoption, the Company made a policy election to use the cumulative earnings approach for presenting distributions received from equity method investees.  Under this approach, distributions up to the amount of cumulative equity in earnings recognized will be treated as returns on investment and presented in operating activities and those in excess of that amount will be treated as returns of investment and presented in the investing section.  Prior to adoption, all distributions received from equity method investees were presented in the investing section of the consolidated statements of cash flows.  The provisions of this accounting guidance were adopted on a retrospective basis.  As a result, the consolidated statement of cash flows for the nine months ended September 30, 2017 that was included in the Form 10-Q for the nine months ended September 30, 2017 was restated.  For the nine months ended September 30, 2017, net cash flows from operating activities was increased by $2.4 million and net cash flows from investing activities was reduced by $2.4 million.  

The consolidated financial statements include the accounts of Global Indemnity and its wholly owned subsidiaries.  All intercompany balances and transactions have been eliminated in consolidation.

 

2.

Investments

The amortized cost and estimated fair value of investments were as follows as of September 30, 2018 and December 31, 2017:

(Dollars in thousands)

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Other than

temporary

impairments

recognized

in AOCI (1)

 

As of September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury and agency obligations

 

$

81,565

 

 

$

156

 

 

$

(2,051

)

 

$

79,670

 

 

$

-

 

Obligations of states and political subdivisions

 

 

100,494

 

 

 

131

 

 

 

(998

)

 

 

99,627

 

 

 

-

 

Mortgage-backed securities

 

 

138,442

 

 

 

280

 

 

 

(3,878

)

 

 

134,844

 

 

 

-

 

Asset-backed securities

 

 

201,317

 

 

 

46

 

 

 

(1,641

)

 

 

199,722

 

 

 

(1

)

Commercial mortgage-backed securities

 

 

186,081

 

 

 

3

 

 

 

(5,876

)

 

 

180,208

 

 

 

-

 

Corporate bonds

 

 

466,198

 

 

 

235

 

 

 

(9,601

)

 

 

456,832

 

 

 

-

 

Foreign corporate bonds

 

 

125,559

 

 

 

33

 

 

 

(2,814

)

 

 

122,778

 

 

 

-

 

Total fixed maturities

 

 

1,299,656

 

 

 

884

 

 

 

(26,859

)

 

 

1,273,681

 

 

 

(1

)

Common stock

 

 

137,554

 

 

 

-

 

 

 

-

 

 

 

137,554

 

 

 

-

 

Other invested assets

 

 

85,268

 

 

 

-

 

 

 

-

 

 

 

85,268

 

 

 

-

 

Total

 

$

1,522,478

 

 

$

884

 

 

$

(26,859

)

 

$

1,496,503

 

 

$

(1

)

 

(1)

Represents the total amount of other than temporary impairment losses relating to factors other than credit losses recognized in accumulated other comprehensive income (“AOCI”).

9


GLOBAL INDEMNITY LIMITED

 

(Dollars in thousands)

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

 

Other than

temporary

impairments

recognized

in AOCI (1)

 

As of December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury and agency obligations

 

$

105,311

 

 

$

562

 

 

$

(1,193

)

 

$

104,680

 

 

$

-

 

Obligations of states and political subdivisions

 

 

94,947

 

 

 

441

 

 

 

(274

)

 

 

95,114

 

 

 

-

 

Mortgage-backed securities

 

 

150,237

 

 

 

404

 

 

 

(1,291

)

 

 

149,350

 

 

 

-

 

Asset-backed securities

 

 

203,827

 

 

 

267

 

 

 

(393

)

 

 

203,701

 

 

 

(1

)

Commercial mortgage-backed securities

 

 

140,761

 

 

 

101

 

 

 

(1,067

)

 

 

139,795

 

 

 

-

 

Corporate bonds

 

 

422,486

 

 

 

2,295

 

 

 

(1,391

)

 

 

423,390

 

 

 

-

 

Foreign corporate bonds

 

 

125,575

 

 

 

377

 

 

 

(545

)

 

 

125,407

 

 

 

-

 

Total fixed maturities

 

 

1,243,144

 

 

 

4,447

 

 

 

(6,154

)

 

 

1,241,437

 

 

 

(1

)

Common stock

 

 

124,915

 

 

 

18,574

 

 

 

(3,260

)

 

 

140,229

 

 

 

-

 

Other invested assets

 

 

77,820

 

 

 

-

 

 

 

-

 

 

 

77,820

 

 

 

-

 

Total

 

$

1,445,879

 

 

$

23,021

 

 

$

(9,414

)

 

$

1,459,486

 

 

$

(1

)

 

(1)

Represents the total amount of other than temporary impairment losses relating to factors other than credit losses recognized in accumulated other comprehensive income (“AOCI”).

Excluding U.S. treasuries and agency bonds, the Company did not hold any debt or equity investments in a single issuer that was in excess of 5% of shareholders' equity at both September 30, 2018 and December 31, 2017.

The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at September 30, 2018, 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.

 

(Dollars in thousands)

 

Amortized

Cost

 

 

Estimated

Fair Value

 

Due in one year or less

 

$

84,071

 

 

$

83,626

 

Due in one year through five years

 

 

440,787

 

 

 

433,350

 

Due in five years through ten years

 

 

238,245

 

 

 

231,360

 

Due in ten years through fifteen years

 

 

6,501

 

 

 

6,331

 

Due after fifteen years

 

 

4,212

 

 

 

4,240

 

Mortgage-backed securities

 

 

138,442

 

 

 

134,844

 

Asset-backed securities

 

 

201,317

 

 

 

199,722

 

Commercial mortgage-backed securities

 

 

186,081

 

 

 

180,208

 

Total

 

$

1,299,656

 

 

$

1,273,681

 

 

10


GLOBAL INDEMNITY LIMITED

The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses, categorized by the period that the securities were in a continuous loss position as of September 30, 2018.  Due to new accounting guidance implemented in 2018 regarding the treatment of gains and losses on equity securities, common stock is no longer included in the table:  

 

 

 

Less than 12 months

 

 

12 months or longer (1)

 

 

Total

 

(Dollars in thousands)

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury and agency obligations

 

$

16,462

 

 

$

(279

)

 

$

61,137

 

 

$

(1,772

)

 

$

77,599

 

 

$

(2,051

)

Obligations of states and political subdivisions

 

 

62,981

 

 

 

(778

)

 

 

8,849

 

 

 

(220

)

 

 

71,830

 

 

 

(998

)

Mortgage-backed securities

 

 

90,574

 

 

 

(2,563

)

 

 

35,442

 

 

 

(1,315

)

 

 

126,016

 

 

 

(3,878

)

Asset-backed securities

 

 

138,627

 

 

 

(1,247

)

 

 

23,861

 

 

 

(394

)

 

 

162,488

 

 

 

(1,641

)

Commercial mortgage-backed securities

 

 

97,440

 

 

 

(3,249

)

 

 

77,775

 

 

 

(2,627

)

 

 

175,215

 

 

 

(5,876

)

Corporate bonds

 

 

385,878

 

 

 

(8,625

)

 

 

34,749

 

 

 

(976

)

 

 

420,627

 

 

 

(9,601

)

Foreign corporate bonds

 

 

83,304

 

 

 

(2,224

)

 

 

28,124

 

 

 

(590

)

 

 

111,428

 

 

 

(2,814

)

Total fixed maturities

 

$

875,266

 

 

$

(18,965

)

 

$

269,937

 

 

$

(7,894

)

 

$

1,145,203

 

 

$

(26,859

)

 

(1)

Fixed maturities in a gross unrealized loss position for twelve months or longer are primarily comprised of non-credit losses on investment grade securities where management does not intend to sell, and it is more likely than not that the Company will not be forced to sell the security before recovery.  The Company has analyzed these securities and has determined that they are not other than temporarily impaired.

The following table contains an analysis of the Company’s securities with gross unrealized losses, categorized by the period that the securities were in a continuous loss position as of December 31, 2017:  

 

 

 

Less than 12 months

 

 

12 months or longer (1)

 

 

Total

 

(Dollars in thousands)

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury and agency obligations

 

$

79,403

 

 

$

(962

)

 

$

17,469

 

 

$

(231

)

 

$

96,872

 

 

$

(1,193

)

Obligations of states and political subdivisions

 

 

34,537

 

 

 

(149

)

 

 

12,060

 

 

 

(125

)

 

 

46,597

 

 

 

(274

)

Mortgage-backed securities

 

 

127,991

 

 

 

(1,247

)

 

 

1,866

 

 

 

(44

)

 

 

129,857

 

 

 

(1,291

)

Asset-backed securities

 

 

97,817

 

 

 

(371

)

 

 

6,423

 

 

 

(22

)

 

 

104,240

 

 

 

(393

)

Commercial mortgage-backed securities

 

 

83,051

 

 

 

(523

)

 

 

27,976

 

 

 

(544

)

 

 

111,027

 

 

 

(1,067

)

Corporate bonds

 

 

147,064

 

 

 

(754

)

 

 

53,024

 

 

 

(637

)

 

 

200,088

 

 

 

(1,391

)

Foreign corporate bonds

 

 

53,320

 

 

 

(305

)

 

 

20,582

 

 

 

(240

)

 

 

73,902

 

 

 

(545

)

Total fixed maturities

 

 

623,183

 

 

 

(4,311

)

 

 

139,400

 

 

 

(1,843

)

 

 

762,583

 

 

 

(6,154

)

Common stock

 

 

32,759

 

 

 

(3,260

)

 

 

-

 

 

 

-

 

 

 

32,759

 

 

 

(3,260

)

Total

 

$

655,942

 

 

$

(7,571

)

 

$

139,400

 

 

$

(1,843

)

 

$

795,342

 

 

$

(9,414

)

 

(1)

Fixed maturities in a gross unrealized loss position for twelve months or longer are primarily comprised of non-credit losses on investment grade securities where management does not intend to sell, and it is more likely than not that the Company will not be forced to sell the security before recovery.  The Company has analyzed these securities and has determined that they are not other than temporarily impaired.

The Company regularly performs various analytical valuation procedures with respect to its investments, including reviewing each fixed maturity security in an unrealized loss position to assess whether the security has a credit loss.  Specifically, the Company considers credit rating, market price, and issuer specific financial information, among other factors, to assess the likelihood of collection of all principal and interest as contractually due.  Securities for which the Company determines that a credit loss is likely are subjected to further analysis through discounted cash flow testing to estimate the credit loss to be recognized in earnings, if any.  The specific methodologies and significant assumptions used by asset class are discussed below.  Upon identification of such securities and periodically thereafter, a detailed review is performed to determine whether the decline is considered other than temporary.  This review includes an analysis of several factors, including but not limited to, the credit ratings and cash flows of the securities and the magnitude and length of time that the fair value of such securities is below cost.  

11


GLOBAL INDEMNITY LIMITED

For fixed maturities, the factors considered in reaching the conclusion that a decline below cost is other than temporary include, among others, whether:

(1) the issuer is in financial distress;

(2) the investment is secured;

(3) a significant credit rating action occurred;

(4) scheduled interest payments were delayed or missed;

(5) changes in laws or regulations have affected an issuer or industry;

(6) 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; and

(7) the investment failed cash flow projection testing to determine if anticipated principal and interest payments will be realized. 

According to accounting guidance for debt securities in an unrealized loss position, the Company is required to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before the anticipated recovery.  If either of these conditions is met the Company must recognize an other than temporary impairment with the entire unrealized loss being recorded through earnings.  For debt securities in an unrealized loss position not meeting these conditions, the Company assesses whether the impairment of a security is other than temporary.  If the impairment is deemed to be other than temporary, the Company must separate the other than temporary impairment into two components: the amount representing the credit loss and the amount related to all other factors, such as changes in interest rates.  The credit loss represents the portion of the amortized book value in excess of the net present value of the projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment.  The credit loss component of the other than temporary impairment is recorded through earnings, whereas the amount relating to factors other than credit losses is recorded in other comprehensive income, net of taxes.  

The following is a description, by asset type, of the methodology and significant inputs that the Company used to measure the amount of credit loss recognized in earnings, if any:

U.S. treasury and agency obligations – As of September 30, 2018, gross unrealized losses related to U.S. treasury and agency obligations were $2.051 million. Of this amount, $1.772 million have been in an unrealized loss position for twelve months or greater and are rated AA+.  Macroeconomic and market analysis is conducted in evaluating these securities.  Consideration is given to the interest rate environment, duration and yield curve management of the portfolio, sector allocation and security selection.

Obligations of states and political subdivisions – As of September 30, 2018, gross unrealized losses related to obligations of states and political subdivisions were $0.998 million. Of this amount, $0.220 million have been in an unrealized loss position for twelve months or greater and are rated A- or better.  All factors that influence performance of the municipal bond market are considered in evaluating these securities.  The aforementioned factors include investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies.

Mortgage-backed securities (“MBS”) – As of September 30, 2018, gross unrealized losses related to mortgage-backed securities were $3.878 million. Of this amount, $1.315 million have been in an unrealized loss position for twelve months or greater. 99.3% of the unrealized losses for twelve months or greater are related to securities rated AA+ or better. 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 LTV, 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.

12


GLOBAL INDEMNITY LIMITED

Asset backed securities (“ABS”) - As of September 30, 2018, gross unrealized losses related to asset backed securities were $1.641 million. Of this amount, $0.394 million have been in an unrealized loss position for twelve months or greater. 78.2% of the unrealized losses for twelve months or greater are related to securities rated A or better. The weighted average credit enhancement for the Company’s asset backed portfolio is 23.2.  This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses.  Every ABS transaction is analyzed on a stand-alone basis.  This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction.  Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral.  The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type.  These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss.  The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest.

Commercial mortgage-backed securities (“CMBS”) - As of September 30, 2018, gross unrealized losses related to the CMBS portfolio were $5.876 million. Of this amount, $2.627 million have been in an unrealized loss position for twelve months or greater and are rated A- or better. The weighted average credit enhancement for the Company’s CMBS portfolio is 49.1.  This represents the percentage of pool losses that can occur before a mortgage-backed security will incur its first dollar of principal loss.  For the Company’s CMBS portfolio, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy.  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.

Corporate bonds - As of September 30, 2018, gross unrealized losses related to corporate bonds were $9.601 million. Of this amount, $0.976 million have been in an unrealized loss position for twelve months or greater. 89.0% of the unrealized losses for twelve months or greater are related to securities rated investment grade or better. The 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.

Foreign bonds – As of September 30, 2018, gross unrealized losses related to foreign bonds were $2.814 million. Of this amount, $0.590 million have been in an unrealized loss position for twelve months or greater. 95.5% of the unrealized losses for twelve months or greater are related to securities rated investment grade or better. For this asset class, 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.

13


GLOBAL INDEMNITY LIMITED

The Company recorded the following other than temporary impairments (“OTTI”) on its investment portfolio for the quarters and nine months ended September 30, 2018 and 2017:

 

 

 

Quarters Ended

September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTTI losses, gross

 

$

(24

)

 

$

-

 

 

$

(395

)

 

$

(31

)

Portion of loss recognized in other comprehensive income (pre-tax)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net impairment losses on fixed maturities recognized in earnings

 

 

(24

)

 

 

-

 

 

 

(395

)

 

 

(31

)

Equity securities

 

 

-

 

 

 

(1,020

)

 

 

-

 

 

 

(1,677

)

Total

 

$

(24

)

 

$

(1,020

)

 

$

(395

)

 

$

(1,708

)

 

The following table is an analysis of the credit losses recognized in earnings on fixed maturities held by the Company for the quarters and nine months ended September 30, 2018 and 2017 for which a portion of the OTTI loss was recognized in other comprehensive income.

 

 

 

Quarters Ended

September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Balance at beginning of period

 

$

13

 

 

$

16

 

 

$

13

 

 

$

31

 

Additions where no OTTI was previously recorded

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Additions where an OTTI was previously recorded

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Reductions for securities for which the company intends to sell or more likely than not will be required to sell before recovery

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Reductions reflecting increases in expected cash

   flows to be collected

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Reductions for securities sold during the period

 

 

-

 

 

 

(3

)

 

 

-

 

 

 

(18

)

Balance at end of period

 

$

13

 

 

$

13

 

 

$

13

 

 

$

13

 

 

Accumulated Other Comprehensive Income, Net of Tax

Accumulated other comprehensive income, net of tax, as of September 30, 2018 and December 31, 2017 was as follows:

 

(Dollars in thousands)

 

September 30, 2018

 

 

December 31, 2017

 

Net unrealized gains (losses)from:

 

 

 

 

 

 

 

 

Fixed maturities

 

$

(25,975

)

 

$

(1,707

)

Common stock

 

 

-

 

 

 

15,314

 

Foreign currency fluctuations

 

 

(1,003

)

 

 

551

 

Deferred taxes

 

 

3,149

 

 

 

(5,175

)

Accumulated other comprehensive income, net of tax

 

$

(23,829

)

 

$

8,983

 

 

14


GLOBAL INDEMNITY LIMITED

The following tables present the changes in accumulated other comprehensive income, net of tax, by component for the quarters and nine months ended September 30, 2018 and 2017:

 

Quarter Ended September 30, 2018

(Dollars In Thousands)

 

Unrealized

Gains

and Losses

on Available

for Sale

Securities

 

 

Foreign

Currency

Items

 

 

Accumulated

Other

Comprehensive

Income

 

Beginning balance, net of tax

 

$

(21,926

)

 

$

(549

)

 

$

(22,475

)

Other comprehensive loss before reclassification, before tax

 

 

(1,945

)

 

 

(454

)

 

 

(2,399

)

Amounts reclassified from accumulated other comprehensive income (loss), before tax

 

 

835

 

 

 

-

 

 

 

835

 

Other comprehensive loss, before tax

 

 

(1,110

)

 

 

(454

)

 

 

(1,564

)

Income tax benefit related to items of OCI

 

 

210

 

 

 

-

 

 

 

210

 

Cumulative effect adjustment, net of tax

 

 

-

 

 

 

-

 

 

 

-

 

Ending balance, net of tax

 

$

(22,826

)

 

$

(1,003

)

 

$

(23,829

)

 

Quarter Ended September 30, 2017

(Dollars In Thousands)

 

Unrealized

Gains

and Losses

on Available

for Sale

Securities

 

 

Foreign

Currency

Items

 

 

Accumulated

Other

Comprehensive

Income

 

Beginning balance, net of tax

 

$

5,549

 

 

$

437

 

 

$

5,986

 

Other comprehensive income before reclassification, before tax

 

 

4,486

 

 

 

548

 

 

 

5,034

 

Amounts reclassified from accumulated other comprehensive income (loss), before tax

 

 

923

 

 

 

(326

)

 

 

597

 

Other comprehensive income, before tax

 

 

5,409

 

 

 

222

 

 

 

5,631

 

Income Tax (expense) benefit related to items of OCI

 

 

(1,583

)

 

 

51

 

 

 

(1,532

)

Cumulative effect adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance, net of tax

 

$

9,375

 

 

$

710

 

 

$

10,085

 

 

Nine Months Ended September 30, 2018

(Dollars In Thousands)

 

Unrealized

Gains

and Losses

on Available

for Sale

Securities

 

 

Foreign

Currency

Items

 

 

Accumulated

Other

Comprehensive

Income

 

Beginning balance, net of tax

 

$

8,272

 

 

$

711

 

 

$

8,983

 

Other comprehensive loss before reclassification, before tax

 

 

(25,928

)

 

 

(1,554

)

 

 

(27,482

)

Amounts reclassified from accumulated  other comprehensive income (loss), before tax

 

 

1,660

 

 

 

-

 

 

 

1,660

 

Other comprehensive loss, before tax

 

 

(24,268

)

 

 

(1,554

)

 

 

(25,822

)

Income Tax benefit related to items of OCI

 

 

3,038

 

 

 

-

 

 

 

3,038

 

Cumulative effect adjustment, net of tax

 

 

(9,868

)

 

 

(160

)

 

 

(10,028

)

Ending balance, net of tax

 

$

(22,826

)

 

$

(1,003

)

 

$

(23,829

)

15


GLOBAL INDEMNITY LIMITED

 

Nine Months Ended September 30, 2017

(Dollars In Thousands)

 

Unrealized

Gains

and Losses

on Available

for Sale

Securities

 

 

Foreign

Currency

Items

 

 

Accumulated

Other

Comprehensive

Income

 

Beginning balance, net of tax

 

$

(554

)

 

$

(64

)

 

$

(618

)

Other comprehensive income before reclassification, before tax

 

 

14,675

 

 

 

1,212

 

 

 

15,887

 

Amounts reclassified from accumulated other comprehensive income (loss), before tax

 

 

(830

)

 

 

(336

)

 

 

(1,166

)

Other comprehensive income, before tax

 

 

13,845

 

 

 

876

 

 

 

14,721

 

Income Tax (expense) related to items of OCI

 

 

(3,916

)

 

 

(102

)

 

 

(4,018

)

Cumulative effect adjustment, net of tax

 

 

-

 

 

 

-

 

 

 

-

 

Ending balance, net of tax

 

$

9,375

 

 

$

710

 

 

$

10,085

 

 

The reclassifications out of accumulated other comprehensive income for the quarters and nine months ended September 30, 2018 and 2017 were as follows:

 

 

 

 

 

Amounts Reclassified from

Accumulated Other

Comprehensive Income

 

(Dollars in thousands)

 

 

 

Quarters Ended

September 30,

 

Details about Accumulated Other

Comprehensive Income Components

 

Affected Line Item in the Consolidated

Statements of Operations

 

2018

 

 

2017

 

Unrealized gains and losses on available for sale securities

 

Other net realized investment (gains) losses

 

$

811

 

 

$

(97

)

 

 

Other than temporary impairment losses on investments

 

 

24

 

 

 

1,020

 

 

 

Total before tax

 

 

835

 

 

 

923

 

 

 

Income tax (benefit)

 

 

(118

)

 

 

(270

)

 

 

Unrealized gains and losses on available for sale securities, net of tax

 

 

717

 

 

 

653

 

Foreign currency items

 

Other net realized investment (gains)

 

 

-

 

 

$

(326

)

 

 

Income tax expense

 

 

-

 

 

 

114

 

 

 

Foreign currency items, net of tax

 

 

-

 

 

 

(212

)

Total reclassifications

 

Total reclassifications, net of tax

 

$

717

 

 

$

441

 

16


GLOBAL INDEMNITY LIMITED

 

 

 

 

 

Amounts Reclassified from

Accumulated Other

Comprehensive Income

 

(Dollars in thousands)

 

 

 

Nine Months Ended September 30,

 

Details about Accumulated Other

Comprehensive Income Components

 

Affected Line Item in the Consolidated

Statements of Operations

 

2018

 

 

2017

 

Unrealized gains and losses on available for sale securities

 

Other net realized investment (gains) losses

 

$

1,265

 

 

$

(2,538

)

 

 

Other than temporary impairment losses on investments

 

 

395

 

 

 

1,708

 

 

 

Total before tax

 

 

1,660

 

 

 

(830

)

 

 

Income tax expense (benefit)

 

 

(257

)

 

 

261

 

 

 

Unrealized gains and losses on available for sale securities, net of tax

 

 

1,403

 

 

 

(569

)

Foreign currency items

 

Other net realized investment (gains)

 

 

-

 

 

 

(336

)

 

 

Income tax expense

 

 

-

 

 

 

117

 

 

 

Foreign currency items, net of tax

 

 

-

 

 

 

(219

)

Total reclassifications

 

Total reclassifications, net of tax

 

$

1,403

 

 

$

(788

)

 

Net Realized Investment Gains (Losses)

The components of net realized investment gains (losses) for the quarters and nine months ended September 30, 2018 and 2017 were as follows:

 

 

 

Quarters Ended

September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross realized gains

 

$

329

 

 

$

434

 

 

$

373

 

 

$

3,122

 

Gross realized losses

 

 

(1,164

)

 

 

(300

)

 

 

(2,033

)

 

 

(2,358

)

Net realized gains (losses)

 

 

(835

)

 

 

134

 

 

 

(1,660

)

 

 

764

 

Common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross realized gains

 

 

5,789

 

 

 

917

 

 

 

12,116

 

 

 

2,711

 

Gross realized losses

 

 

(946

)

 

 

(1,648

)

 

 

(9,582

)

 

 

(2,309

)

Net realized gains (losses)

 

 

4,843

 

 

 

(731

)

 

 

2,534

 

 

 

402

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross realized gains

 

 

1,690

 

 

 

486

 

 

 

8,457

 

 

 

822

 

Gross realized losses

 

 

(379

)

 

 

(852

)

 

 

(1,498

)

 

 

(2,838

)

Net realized gains (losses) (1)

 

 

1,311

 

 

 

(366

)

 

 

6,959

 

 

 

(2,016

)

Total net realized investment gains (losses)

 

$

5,319

 

 

$

(963

)

 

$

7,833

 

 

$

(850

)

 

(1)

Includes periodic net interest settlements related to the derivatives of $0.4 million and $0.9 million for the quarters ended September 30, 2018 and 2017, respectively, and $1.5 million and $2.8 million for the nine months ended September 30, 2018 and 2017, respectively.

17


GLOBAL INDEMNITY LIMITED

New accounting guidance regarding equity securities was implemented on January 1, 2018 which requires companies to disclose realized gains and losses for equity securities still held at period end and gains and losses from securities sold during the period.  See Note 15 for additional information regarding new accounting pronouncements.  The following table shows the calculation of the portion of realized gains and losses related to common stock held as of September 30, 2018:

 

 

 

Quarter Ended September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

2018

 

 

2018

 

Net gains and losses recognized during the period on equity securities

 

$

4,843

 

 

$

2,534

 

Less: Net gains and losses recognized during the

   period on equity securities sold during the period

 

 

2,096

 

 

 

3,958

 

Unrealized gains and losses recognized during

   the reporting period on equity securities still held

   at the reporting date

 

$

2,747

 

 

$

(1,424

)

 

The proceeds from sales and redemptions of available for sale and equity securities resulting in net realized investment gains (losses) for the nine months ended September 30, 2018 and 2017 were as follows:

 

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

2018

 

 

2017

 

Fixed maturities

 

$

229,362

 

 

$

742,229

 

Equity securities

 

 

28,141

 

 

 

24,483

 

 

Net Investment Income

The sources of net investment income for the quarters and nine months ended September 30, 2018 and 2017 were as follows:

 

 

 

Quarters Ended

September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Fixed maturities

 

$

9,520

 

 

$

9,020

 

 

$

27,236

 

 

$

24,032

 

Equity securities

 

 

1,006

 

 

 

906

 

 

 

3,010

 

 

 

2,740

 

Cash and cash equivalents

 

 

285

 

 

 

226

 

 

 

814

 

 

 

621

 

Other invested assets

 

 

1,631

 

 

 

655

 

 

 

5,194

 

 

 

2,423

 

Total investment income

 

 

12,442

 

 

 

10,807

 

 

 

36,254

 

 

 

29,816

 

Investment expense

 

 

(692

)

 

 

(673

)

 

 

(2,146

)

 

 

(2,198

)

Net investment income

 

$

11,750

 

 

$

10,134

 

 

$

34,108

 

 

$

27,618

 

 

The Company’s total investment return on a pre-tax basis for the quarters and nine months ended September 30, 2018 and 2017 were as follows:

 

 

 

Quarters Ended

September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net investment income

 

$

11,750

 

 

$

10,134

 

 

$

34,108

 

 

$

27,618

 

Net realized investment gains (losses)

 

 

5,319

 

 

 

(963

)

 

 

7,833

 

 

 

(850

)

Change in unrealized holding gains and losses

 

 

(1,564

)

 

 

5,631

 

 

 

(25,822

)

 

 

14,721

 

Net realized and unrealized investment returns

 

 

3,755

 

 

 

4,668

 

 

 

(17,989

)

 

 

13,871

 

Total investment return

 

$

15,505

 

 

$

14,802

 

 

$

16,119

 

 

$

41,489

 

Total investment return % (1)

 

 

1.0

%

 

 

0.9

%

 

 

1.1

%

 

 

2.6

%

Average investment portfolio

 

$

1,541,975

 

 

$

1,629,989

 

 

$

1,533,825

 

 

$

1,587,645

 

 

(1)

Not annualized.

18


GLOBAL INDEMNITY LIMITED

Insurance Enhanced Asset-Backed and Credit Securities

As of September 30, 2018, the Company held insurance enhanced collateralized mortgage obligations, commercial mortgage-backed and credit securities with a market value of approximately $34.2 million.  Approximately $0.71 million of these securities were tax-free municipal bonds, which represented less than 0.1% of the Company’s total cash and invested assets, net of payable/ receivable for securities purchased and sold.  These securities had an average rating of “AA.” None of these bonds are pre-refunded with U.S. treasury securities, nor would they have carried a lower credit rating had they not been insured.  

A summary of the Company’s insurance enhanced municipal bonds that are backed by financial guarantors, including the pre-refunded bonds that are escrowed in U.S. government obligations, as of September 30, 2018, is as follows:

 

(Dollars in thousands) Financial Guarantor

 

Total

 

 

Pre-

refunded

Securities

 

 

Government

Guaranteed

Securities

 

 

Exposure

Net of Pre-

refunded &

Government

Guaranteed

Securities

 

Municipal Bond Insurance Association

 

$

708

 

 

$

-

 

 

$

-

 

 

$

708

 

Total backed by financial guarantors

 

 

708

 

 

 

-

 

 

 

-

 

 

 

708

 

Other credit enhanced municipal bonds

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total

 

$

708

 

 

$

-

 

 

$

-

 

 

$

708

 

 

In addition to the tax-free municipal bonds, the Company held $33.5 million of insurance enhanced bonds, which represented approximately 2.2% of the Company’s total invested assets, net of receivable/payable for securities purchased and sold.  The insurance enhanced bonds are comprised of $20.5 million of taxable municipal bonds, $12.8 million of commercial mortgage-backed securities, and $0.2 million of collateralized mortgage obligations.  The financial guarantors of the Company’s $33.5 million of insurance enhanced commercial-mortgage-backed, taxable municipal securities, and collateralized mortgage obligations include Municipal Bond Insurance Association ($6.0 million), Assured Guaranty Corporation ($14.5 million), Federal Home Loan Mortgage Corporation ($12.8 million), and Federal Deposit Insurance Corporation ($0.2 million).

The Company had no direct investments in the entities that have provided financial guarantees or other credit support to any security held by the Company at September 30, 2018.

Bonds Held on Deposit

Certain cash balances, cash equivalents, equity securities, and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral pursuant to borrowing arrangements, or were held in trust pursuant to intercompany reinsurance agreements.  The fair values were as follows as of September 30, 2018 and December 31, 2017:

 

 

 

Estimated Fair Value

 

(Dollars in thousands)

 

September 30, 2018

 

 

December 31, 2017

 

On deposit with governmental authorities

 

$

25,817

 

 

$

26,852

 

Intercompany trusts held for the benefit of U.S. policyholders

 

 

205,995

 

 

 

328,494

 

Held in trust pursuant to third party requirements

 

 

97,407

 

 

 

94,098

 

Letter of credit held for third party requirements

 

 

2,317

 

 

 

3,944

 

Securities held as collateral for borrowing arrangements (1)

 

 

74,714

 

 

 

88,040

 

Total

 

$

406,250

 

 

$

541,428

 

 

(1)

Amount required to collateralize margin borrowing facility.

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

19


GLOBAL INDEMNITY LIMITED

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 three 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 fair value of one of the Company’s VIE’s, which invests in distressed securities and assets, was $19.0 million and $26.3 million as of September 30, 2018 and December 31, 2017, respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $33.2 million and $40.5 million at September 30, 2018 and December 31, 2017, respectively.  The fair value of a second VIE that provides financing for middle market companies, was $34.2 million and $33.8 million at September 30, 2018 and December 31, 2017, respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $39.4 million and $43.8 million at September 30, 2018 and December 31, 2017, respectively.  The fair value of a third VIE that also invests in distressed securities and assets, was $32.1 million and $17.8 million as of September 30, 2018 and December 31, 2017, respectively.  The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $52.6 million and $51.3 million at September 30, 2018 and December 31, 2017, respectively. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheet with changes in fair value recorded in the consolidated statements of operations.

 

3.

Derivative Instruments

Interest rate swaps are used by the Company primarily to reduce risks from changes in interest rates.  Under the terms of the interest rate swaps, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts as calculated by reference to an agreed notional amount.

The Company accounts for the interest rate swaps as non-hedge instruments and recognizes the fair value of the interest rate swaps in other assets or other liabilities on the consolidated balance sheets with the changes in fair value recognized as net realized investment gains in the consolidated 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.  

The following table summarizes information on the location and the gross amount of the derivatives’ fair value on the consolidated balance sheets as of September 30, 2018 and December 31, 2017:

 

(Dollars in thousands)

 

 

 

September 30, 2018

 

 

December 31, 2017

 

Derivatives Not Designated as

Hedging Instruments under ASC 815

 

Balance

Sheet

Location

 

Notional

Amount

 

 

Fair Value

 

 

Notional

Amount

 

 

Fair Value

 

Interest rate swap agreements

 

Other assets/liabilities

 

$

200,000

 

 

$

489

 

 

$

200,000

 

 

$

(7,968

)

 

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 nine months ended September 30, 2018 and 2017:

 

 

 

 

 

Quarters Ended

September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

Consolidated Statements of

Operations Line

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

Interest rate swap agreements

 

Net realized investment gains (losses)

 

$

1,311

 

 

$

(366

)

 

$

6,959

 

 

$

(2,016

)

 

As of September 30, 2018 and December 31, 2017, the Company is due $2.7 million and $3.1 million, respectively, for funds it needed to post to execute the swap transaction and $0.7 million and $9.5 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.

 

20


GLOBAL INDEMNITY LIMITED

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 September 30, 2018 and December 31, 2017 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

 

As of September 30, 2018

 

Fair Value Measurements

 

(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury and agency obligations

 

$

79,670

 

 

$             -

 

 

$             -

 

 

$

79,670

 

Obligations of states and political subdivisions

 

-

 

 

 

99,627

 

 

-

 

 

 

99,627

 

Mortgage-backed securities

 

-

 

 

 

134,844

 

 

-

 

 

 

134,844

 

Commercial mortgage-backed securities

 

-

 

 

 

180,208

 

 

-

 

 

 

180,208

 

Asset-backed securities

 

-

 

 

 

199,722

 

 

-

 

 

 

199,722

 

Corporate bonds

 

-

 

 

 

456,832

 

 

-

 

 

 

456,832

 

Foreign corporate bonds

 

-

 

 

 

122,778

 

 

-

 

 

 

122,778

 

Total fixed maturities

 

 

79,670

 

 

 

1,194,011

 

 

 

-

 

 

 

1,273,681

 

Common stock

 

 

137,554

 

 

 

-

 

 

 

-

 

 

 

137,554

 

Derivative instruments

 

 

-

 

 

 

489

 

 

 

-

 

 

 

489

 

Total assets measured at fair value (1)

 

$

217,224

 

 

$

1,194,500

 

 

$

-

 

 

$

1,411,724

 

 

(1)

Excluded from the table above are limited partnerships of $85.3 million at September 30, 2018 whose fair value is based on net asset value as a practical expedient.

21


GLOBAL INDEMNITY LIMITED

 

As of December 31, 2017

 

Fair Value Measurements

 

(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury and agency obligations

 

$

104,680

 

 

$

-

 

 

$

-

 

 

$

104,680

 

Obligations of states and political subdivisions

 

 

-

 

 

 

95,114

 

 

 

-

 

 

 

95,114

 

Mortgage-backed securities

 

 

-

 

 

 

149,350

 

 

 

-

 

 

 

149,350

 

Commercial mortgage-backed securities

 

 

-

 

 

 

139,795

 

 

 

-

 

 

 

139,795

 

Asset-backed securities

 

 

-

 

 

 

203,701

 

 

 

-

 

 

 

203,701

 

Corporate bonds

 

 

-

 

 

 

423,390

 

 

 

-

 

 

 

423,390

 

Foreign corporate bonds

 

 

-

 

 

 

125,407

 

 

 

-

 

 

 

125,407

 

Total fixed maturities

 

 

104,680

 

 

 

1,136,757

 

 

 

-

 

 

 

1,241,437

 

Common stock

 

 

140,229

 

 

 

-

 

 

 

-

 

 

 

140,229

 

Total assets measured at fair value (1)

 

$

244,909

 

 

$

1,136,757

 

 

$

-

 

 

$

1,381,666

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

$

-

 

 

$

7,968

 

 

$

-

 

 

$

7,968

 

Total liabilities measured at fair value

 

$

-

 

 

$

7,968

 

 

$

-

 

 

$

7,968

 

 

(1)

Excluded from the table above are limited partnerships of $77.8 million at December 31, 2017 whose fair value is based on net asset value as a practical expedient.

The securities classified as Level 1 in the above table consist of U.S. Treasuries and equity securities actively traded on an exchange.

The securities classified as Level 2 in the above table consist primarily of fixed maturity securities and derivative instruments.  Based on the typical trading volumes and the lack of quoted market prices for fixed maturities, security prices are derived through recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information.  If there are no recent reported trades, matrix or model processes are used to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate.  Included in the pricing of asset-backed securities, collateralized mortgage obligations, and mortgage-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities.  Such estimates are derived based on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral.  The estimated fair value of the 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.

For the Company’s material debt arrangements, the current fair value of the Company’s debt at September 30, 2018 and December 31, 2017 was as follows:

 

 

 

September 30, 2018

 

 

December 31, 2017

 

(Dollars in thousands)

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Margin Borrowing Facility

 

$

59,405

 

 

$

59,405

 

 

$

72,230

 

 

$

72,230

 

7.75% Subordinated Notes due 2045  (1)

 

 

96,711

 

 

 

99,511

 

 

 

96,619

 

 

 

100,059

 

7.875% Subordinated Notes due 2047 (2)

 

 

125,970

 

 

 

129,714

 

 

 

125,864

 

 

 

130,429

 

Total

 

$

282,086

 

 

$

288,630

 

 

$

294,713

 

 

$

302,718

 

 

(1)

As of September 30, 2018 and December 31, 2017, the carrying value and fair value of the 7.75% Subordinated Notes due 2045 are net of unamortized debt issuance cost of $3.3 million and $3.4 million, respectively.

(2)

As of September 30, 2018 and December 31, 2017, the carrying value and fair value of the 7.875% Subordinated Notes due 2047 are net of unamortized debt issuance cost of $4.0 million and $4.1 million, respectively.

The fair value of the margin borrowing facility approximates its carrying value due to the facility being due on demand.  The subordinated notes due 2045 and 2047 are publicly traded instruments and are classified as Level 1 in the fair value hierarchy.

22


GLOBAL INDEMNITY LIMITED

There were no transfers between Level 1 and Level 2 during the quarters ended September 30, 2018 and 2017.

Fair Value of Alternative Investments

Other invested assets consist of limited liability partnerships whose fair value is based on net asset value per share practical expedient.  The following table provides the fair value and future funding commitments related to these investments at September 30, 2018 and December 31, 2017.

 

 

 

September 30, 2018

 

 

December 31, 2017

 

(Dollars in thousands)

 

Fair Value

 

 

Future Funding

Commitment

 

 

Fair Value

 

 

Future Funding

Commitment

 

Real Estate Fund, LP  (1)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

European Non-Performing Loan Fund, LP  (2)

 

 

18,967

 

 

 

14,214

 

 

 

26,262

 

 

 

14,214

 

Private Middle Market Loan Fund, LP  (3)

 

 

34,199

 

 

 

5,200

 

 

 

33,760

 

 

 

10,000

 

Distressed Debt Fund, LP  (4)

 

 

32,102

 

 

 

20,500

 

 

 

17,798

 

 

 

33,500

 

Total

 

$

85,268

 

 

$

39,914

 

 

$

77,820

 

 

$

57,714

 

 

(1)

This limited partnership invests in real estate assets through a combination of direct or indirect investments in partnerships, limited liability companies, mortgage loans, and lines of credit.  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.  The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company continues to hold an investment in this limited partnership and has written the fair value down to zero.

(2)

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.  Based on the terms of the partnership agreement, the Company anticipates its interest in this partnership to be redeemed by 2020.

(3)

This limited partnership provides financing for 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. Based on the terms of the investment management agreement, the Company anticipates its interest to be redeemed no later than 2024.

(4)

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.  Based on the terms of the partnership agreement, the Company anticipates its interest to be redeemed no later than 2027.

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 a limited liability company and limited partnership requires that its cost basis be updated to account for the income or loss earned on the investment. The investment income associated with these limited liability companies or limited partnerships, which is reflected in the consolidated statements of operations, was $1.6 million and $0.7 million for the quarters ended September 30, 2018 and 2017, respectively, and $5.2 million and $2.4 million during the nine months ended September 30, 2018 and 2017, respectively.

Pricing

The Company’s pricing vendors provide prices for all investment categories except for investments in limited partnerships whose fair value is based on net asset values as a practical expedient.  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:

 

Common stock prices are received from all primary and secondary exchanges.

 

Corporate and agency bonds are evaluated by utilizing terms and conditions sourced from commercial vendors.  Bonds with similar characteristics are grouped into specific sectors.  Both asset classes use standard inputs and utilize bid price or spread, quotes, benchmark yields, discount rates, market data feeds, and financial statements.

23


GLOBAL INDEMNITY LIMITED

 

Data from commercial vendors is aggregated with market information, then converted into a prepayment/spread/LIBOR curve model used for commercial mortgage obligations (“CMO”). CMOs are categorized with mortgage-backed securities in the tables listed above.  For asset-backed securities, data derived from market information along with trustee and servicer reports is converted into spreads to interpolated benchmark curve.  For both asset classes, evaluations utilize standard inputs plus new issue data, monthly payment information, and collateral performance.  The evaluated pricing models incorporate discount rates, loan level information, prepayment speeds, treasury benchmarks, and LIBOR and swap curves.

 

For obligations of state and political subdivisions, an integrated evaluation system is used.  The pricing models incorporate trades, spreads, benchmark curves, market data feeds, new issue data, and trustee reports.

 

U.S. treasuries are evaluated by obtaining feeds from a number of live data sources including active market makers and inter-dealer brokers.

 

For mortgage-backed securities, various external analytical products are utilized and purchased from commercial vendors.

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 nine months ended September 30, 2018 and 2017, the Company has not adjusted quotes or prices obtained from the pricing vendors.

5.

Income Taxes

As of September 30, 2018, the statutory income tax rates of the countries where the Company conducts business are 21% in the United States, 0% in Bermuda, 0% in the Cayman Islands, 26.01% for companies with a registered office in Luxembourg City, 0.25% to 2.5% in Barbados, and 25% on non-trading income, 33% on capital gains and 12.5% on trading income in the Republic of Ireland.  The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense.  Generally, during interim periods, the Company will divide total estimated annual income tax expense by total estimated annual pre-tax income to determine the expected annual income tax rate used to compute the income tax provision.  The expected annual income tax rate is then applied against interim pre-tax income, excluding net realized gains and losses and limited partnership distributions, and that amount is then added to the actual income taxes on net realized gains and losses, discrete items and limited partnership distributions.  However, when there is significant volatility in the expected effective tax rate, the Company records its actual income tax provision in lieu of the estimated effective income tax rate.

24


GLOBAL INDEMNITY LIMITED

The Company’s income before income taxes from its non-U.S. subsidiaries and U.S. subsidiaries for the quarters and nine months ended September 30, 2018 and 2017 were as follows:

 

Quarter Ended September 30, 2018

(Dollars in thousands)

 

Non-U.S.

Subsidiaries

 

 

U.S.

Subsidiaries

 

 

Eliminations

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

9,361

 

 

$

126,245

 

 

$

-

 

 

$

135,606

 

Net premiums written

 

$

9,356

 

 

$

106,877

 

 

$

-

 

 

$

116,233

 

Net premiums earned

 

$

30,220

 

 

$

90,308

 

 

$

-

 

 

$

120,528

 

Net investment income

 

 

12,013

 

 

 

7,204

 

 

 

(7,467

)

 

 

11,750

 

Net realized investment gains (losses)

 

 

(273

)

 

 

5,592

 

 

 

-

 

 

 

5,319

 

Other income (loss)

 

 

(82

)

 

 

493

 

 

 

-

 

 

 

411

 

Total revenues

 

 

41,878

 

 

 

103,597

 

 

 

(7,467

)

 

 

138,008

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

14,877

 

 

 

65,616

 

 

 

-

 

 

 

80,493

 

Acquisition costs and other underwriting expenses

 

 

13,188

 

 

 

35,492

 

 

 

-

 

 

 

48,680

 

Corporate and other operating expenses

 

 

1,237

 

 

 

2,238

 

 

 

-

 

 

 

3,475

 

Interest expense

 

 

356

 

 

 

12,035

 

 

 

(7,467

)

 

 

4,924

 

Income (loss) before income taxes

 

$

12,220

 

 

$

(11,784

)

 

$

-

 

 

$

436

 

 

Quarter Ended September 30, 2017

(Dollars in thousands)

 

Non-U.S.

Subsidiaries

 

 

U.S.

Subsidiaries

 

 

Eliminations

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

50,812

 

 

$

114,076

 

 

$

(38,834

)

 

$

126,054

 

Net premiums written

 

$

50,800

 

 

$

58,245

 

 

$

-

 

 

$

109,045

 

Net premiums earned

 

$

50,392

 

 

$

58,227

 

 

$

-

 

 

$

108,619

 

Net investment income

 

 

14,631

 

 

 

6,584

 

 

 

(11,081

)

 

 

10,134

 

Net realized investment losses

 

 

(150

)

 

 

(813

)

 

 

-

 

 

 

(963

)

Other income

 

 

40

 

 

 

2,254

 

 

 

-

 

 

 

2,294

 

Total revenues

 

 

64,913

 

 

 

66,252

 

 

 

(11,081

)

 

 

120,084

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

31,044

 

 

 

51,351

 

 

 

-

 

 

 

82,395

 

Acquisition costs and other underwriting expenses

 

 

21,922

 

 

 

23,080

 

 

 

-

 

 

 

45,002

 

Corporate and other operating expenses

 

 

1,807

 

 

 

2,823

 

 

 

-

 

 

 

4,630

 

Interest expense

 

 

4,679

 

 

 

11,238

 

 

 

(11,081

)

 

 

4,836

 

Income (loss) before income taxes

 

$

5,461

 

 

$

(22,240

)

 

$

-

 

 

$

(16,779

)

25


GLOBAL INDEMNITY LIMITED

 

Nine Months Ended September 30, 2018

(Dollars in thousands)

 

Non-U.S.

Subsidiaries

 

 

U.S.

Subsidiaries

 

 

Eliminations

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

39,976

 

 

$

378,694

 

 

$

-

 

 

$

418,670

 

Net premiums written

 

$

39,970

 

 

$

320,587

 

 

$

-

 

 

$

360,557

 

Net premiums earned

 

$

115,353

 

 

$

227,094

 

 

$

-

 

 

$

342,447

 

Net investment income

 

 

39,527

 

 

 

21,428

 

 

 

(26,847

)

 

 

34,108

 

Net realized investment gains (losses)

 

 

(437

)

 

 

8,270

 

 

 

-

 

 

 

7,833

 

Other income (loss)

 

 

(179

)

 

 

1,468

 

 

 

-

 

 

 

1,289

 

Total revenues

 

 

154,264

 

 

 

258,260

 

 

 

(26,847

)

 

 

385,677

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

48,210

 

 

 

147,216

 

 

 

-

 

 

 

195,426

 

Acquisition costs and other underwriting expenses

 

 

50,475

 

 

 

90,721

 

 

 

-

 

 

 

141,196

 

Corporate and other operating expenses

 

 

10,550

 

 

 

13,103

 

 

 

-

 

 

 

23,653

 

Interest expense

 

 

6,749

 

 

 

34,823

 

 

 

(26,847

)

 

 

14,725

 

Income (loss) before income taxes

 

$

38,280

 

 

$

(27,603

)

 

$

-

 

 

$

10,677

 

 

Nine Months Ended September 30, 2017

(Dollars in thousands)

 

Non-U.S.

Subsidiaries

 

 

U.S.

Subsidiaries

 

 

Eliminations

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

164,975

 

 

$

348,331

 

 

$

(119,607

)

 

$

393,699

 

Net premiums written

 

$

164,947

 

 

$

179,401

 

 

$

-

 

 

$

344,348

 

Net premiums earned

 

$

150,384

 

 

$

178,434

 

 

$

-

 

 

$

328,818

 

Net investment income

 

 

41,519

 

 

 

16,786

 

 

 

(30,687

)

 

 

27,618

 

Net realized investment gains (losses)

 

 

87

 

 

 

(937

)

 

 

-

 

 

 

(850

)

Other income

 

 

213

 

 

 

5,231

 

 

 

-

 

 

 

5,444

 

Total revenues

 

 

192,203

 

 

 

199,514

 

 

 

(30,687

)

 

 

361,030

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

74,780

 

 

 

127,876

 

 

 

-

 

 

 

202,656

 

Acquisition costs and other underwriting expenses

 

 

65,544

 

 

 

69,466

 

 

 

-

 

 

 

135,010

 

Corporate and other operating expenses

 

 

4,137

 

 

 

6,908

 

 

 

-

 

 

 

11,045

 

Interest expense

 

 

11,653

 

 

 

31,099

 

 

 

(30,687

)

 

 

12,065

 

Income (loss) before income taxes

 

$

36,089

 

 

$

(35,835

)

 

$

-

 

 

$

254

 

 

For the quarter and nine months ended September 30, 2017, the Company’s income before income taxes from its non-U.S. subsidiaries and U.S. subsidiaries, as reported in the table above, includes the results of the quota share agreement between Global Indemnity Reinsurance and the Insurance Operations.  This quota share agreement was cancelled on a runoff basis effective January 1, 2018.

The following table summarizes the components of income tax benefit:

 

 

 

Quarters Ended September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Current income tax expense (benefit):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign

 

$

62

 

 

$

107

 

 

$

326

 

 

$

290

 

U.S. Federal

 

 

(732

)

 

 

128

 

 

 

-

 

 

 

128

 

Total current income tax expense (benefit)

 

 

(670

)

 

 

235

 

 

 

326

 

 

 

418

 

Deferred income tax benefit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Federal

 

 

(2,622

)

 

 

(8,090

)

 

 

(6,270

)

 

 

(13,611

)

Total deferred income tax benefit

 

 

(2,622

)

 

 

(8,090

)

 

 

(6,270

)

 

 

(13,611

)

Total income tax benefit

 

$

(3,292

)

 

$

(7,855

)

 

$

(5,944

)

 

$

(13,193

)

26


GLOBAL INDEMNITY LIMITED

 

The weighted average expected tax provision has been calculated using income before income taxes in each jurisdiction multiplied by that jurisdiction’s applicable statutory tax rate.  

The following table summarizes the differences between the tax provision for financial statement purposes and the expected tax provision at the weighted average tax rate:

 

 

 

Quarters Ended September 30,

 

 

 

2018

 

 

2017

 

(Dollars in thousands)

 

Amount

 

 

% of Pre-

Tax Income

 

 

Amount

 

 

% of Pre-

Tax Income

 

Expected tax provision at weighted average rate

 

$

(2,494

)

 

 

(571.9

%)

 

$

(7,678

)

 

 

(45.8

%)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax exempt interest

 

 

-

 

 

 

-

 

 

 

(40

)

 

 

(0.2

)

Dividend exclusion

 

 

(68

)

 

 

(15.6

)

 

 

(144

)

 

 

(0.9

)

Base Erosion Anti-Abuse Tax

 

 

(731

)

 

 

(167.7

)

 

 

-

 

 

 

-

 

Other

 

 

1

 

 

 

0.2

 

 

 

7

 

 

 

0.1

 

Actual tax on continuing operations

 

$

(3,292

)

 

 

(755.0

%)

 

$

(7,855

)

 

 

(46.8

%)

 

The effective income tax benefit for the quarter ended September 30, 2018 was $3,292, compared with an effective income tax benefit of $7,855 for the quarter ended September 30, 2017. The decrease in the effective income tax benefit in the quarter ended September 30, 2018 compared to the quarter ended September 30, 2017 is due to less pretax losses in the U.S. and the change in the U.S. statutory tax rate from 35% to 21% effective January 1, 2018 per the passage of the Tax Cuts and Jobs Act (“TCJA”).

.  

 

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

(Dollars in thousands)

 

Amount

 

 

% of Pre-

Tax Income

 

 

Amount

 

 

% of Pre-

Tax Income

 

Expected tax provision at weighted average rate

 

$

(5,527

)

 

 

(51.8

%)

 

$

(12,252

)

 

 

(4,823.6

%)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax exempt interest

 

 

(5

)

 

-

 

 

 

(191

)

 

 

(75.2

)

Dividend exclusion

 

 

(203

)

 

 

(1.9

)

 

 

(410

)

 

 

(161.4

)

Other

 

 

(209

)

 

 

(2.0

)

 

 

(340

)

 

 

(133.9

)

Actual tax on continuing operations

 

$

(5,944

)

 

 

(55.7

%)

 

$

(13,193

)

 

 

(5,194.1

%)

 

The effective income tax benefit for the nine months ended September 30, 2018 was $5,944, compared with an effective income tax benefit of $13,193 for the nine months ended September 30, 2017. The decrease in the effective income tax benefit in the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 is due to the change in the U.S. statutory tax rate from 35% to 21% effective January 1, 2018 upon the passage of the TCJA.  Taxes were computed using a discrete period computation because a reliable estimate of an effective tax rate could not be made.  

Financial results for the quarter and nine months ended September 30, 2018 reflect provisional tax estimates related to the TCJA. These provisional estimates are based on the Company’s initial analysis and current interpretation of the legislation. Given the complexity of the legislation, anticipated guidance from the U.S. Treasury, and the potential for additional guidance from the Securities and Exchange Commission (“SEC”) or the Financial Accounting Standards Board (“FASB”), these estimates may be adjusted during 2018. During the quarter and nine months ended September 30, 2018, there were no adjustments to provisional tax estimates recorded in prior periods.

The Company had an alternative minimum tax (“AMT”) credit carryforward of $11.0 million as of December 31, 2017.  The TCJA repealed the corporate AMT.  The AMT credit carryforward of $11.0 million was reclassed to federal income taxes receivable at December 31, 2017 and will be fully refunded by the end of 2021.  The Company has a net operating loss (“NOL”) carryforward of $21.9 million as of September 30, 2018, which begins to expire in 2035 based on when the original NOL was generated.  The Company’s NOL carryforward as of December 31, 2017 was $16.3 million. The Company has a

27


GLOBAL INDEMNITY LIMITED

Section 163(j) (“163(j)”) carryforward of $10.8 million and $7.9 million as of September 30, 2018 and December 31, 2017, respectively, which can be carried forward indefinitely. The 163(j) carryforward is for disqualified interest paid or accrued.

6.

Liability for Unpaid Losses and Loss Adjustment Expenses

Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:

 

 

 

Quarters Ended September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Balance at beginning of period

 

$

613,670

 

 

$

615,763

 

 

$

634,664

 

 

$

651,042

 

Less: Ceded reinsurance receivables

 

 

91,397

 

 

 

104,245

 

 

 

97,243

 

 

 

130,439

 

Net balance at beginning of period

 

 

522,273

 

 

 

511,518

 

 

 

537,421

 

 

 

520,603

 

Purchased reserves, gross

 

 

-

 

 

 

9,063

 

 

 

-

 

 

 

18,024

 

Purchased reserves ceded

 

 

-

 

 

 

63

 

 

 

-

 

 

 

573

 

Purchased reserves, net of third party reinsurance

 

 

-

 

 

 

9,126

 

 

 

-

 

 

 

18,597

 

Incurred losses and loss adjustment expenses related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

92,469

 

 

 

91,766

 

 

 

222,916

 

 

 

237,460

 

Prior years

 

 

(11,976

)

 

 

(9,371

)

 

 

(27,490

)

 

 

(34,804

)

Total incurred losses and loss adjustment expenses

 

 

80,493

 

 

 

82,395

 

 

 

195,426

 

 

 

202,656

 

Paid losses and loss adjustment expenses related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year

 

 

53,121

 

 

 

45,193

 

 

 

103,695

 

 

 

115,927

 

Prior years

 

 

27,312

 

 

 

25,190

 

 

 

106,819

 

 

 

93,273

 

Total paid losses and loss adjustment expenses

 

 

80,433

 

 

 

70,383

 

 

 

210,514

 

 

 

209,200

 

Net balance at end of period

 

 

522,333

 

 

 

532,656

 

 

 

522,333

 

 

 

532,656

 

Plus:  Ceded reinsurance receivables

 

 

86,274

 

 

 

117,070

 

 

 

86,274

 

 

 

117,070

 

Balance at end of period

 

$

608,607

 

 

$

649,726

 

 

$

608,607

 

 

$

649,726

 

 

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 third quarter of 2018, the Company reduced its prior accident year loss reserves by $12.0 million, which consisted of a $1.2 million decrease related to Commercial Lines, $7.5 million decrease related to Personal Lines, and a $3.3 million decrease related to Reinsurance Operations.

The $1.2 million reduction of prior accident year loss reserves related to Commercial Lines primarily consisted of the following:

 

Commercial Auto Liability:   A $1.1 million decrease primarily due to a $1.5 million reduction in the 2013 accident year resulting from lower than anticipated claims severity, partially offset by a $0.4 million increase in the 2015 accident year reflecting higher than expected case incurred emergence.

The $7.5 million reduction of prior accident year loss reserves related to Personal Lines primarily consisted of the following:

 

Property: A $4.1 million reduction primarily in the 2014 through 2017 accident years.  The reductions mainly reflect lower than anticipated claims severity.

 

General Liability:  A $3.3 million decrease primarily in the 2011 through 2014 and 2016 through 2017 accident years.  The decrease recognizes lower than expected claims severity.

The $3.3 million reduction of prior accident year loss reserves related to Reinsurance Operations was from the property lines for accident years 2007, 2009 through 2012 and 2014 through 2016, partially offset by an increase in the 2017 accident year.  The accident year changes were based on a review of the experience reported from cedants.

28


GLOBAL INDEMNITY LIMITED

In the third quarter of 2017, the Company reduced its prior accident year loss reserves by $9.4 million, which consisted of a $7.3 million decrease related to Commercial Lines, a $1.3 million decrease related to Personal Lines, and a $0.8 million decrease related to Reinsurance Operations.

The $7.3 million reduction of prior accident year loss reserves related to Commercial Lines primarily consisted of the following:

 

General Liability: A $6.9 million reduction in aggregate with $1.0 million of favorable development in the construction defect reserve category and $5.9 million of favorable development in the other general liability reserve categories.  The favorable development in the construction defect reserve category recognizes lower than anticipated claims frequency and severity which led to reductions primarily in the 2005 through 2009 accident years.  For the other general liability reserve categories, lower than expected claims severity was the primary driver of the favorable development mainly in accident years 2008 through 2016.

 

Professional Liability: A $0.2 million decrease in aggregate primarily reflects lower than expected claims severity in the 2010 through 2012 accident years which was partially offset by unfavorable development in the 2013 accident year.

The $1.3 million reduction of prior accident year loss reserves related to Personal Lines reflects $1.3 million in subrogation recoveries involving the 2015 wildfire.

The $0.8 million reduction related to Reinsurance Operations was from the property lines.  Ultimate losses were lowered primarily in the 2015 accident year and partially offset by an increase in the 2016 accident year based on a review of the experience reported from cedants.

During the first nine months of 2018, the Company reduced its prior accident year loss reserves by $27.5 million, which consisted of a $9.1 million decrease related to Commercial Lines, $10.6 million decrease related to Personal Lines, and a $7.8 million decrease related to Reinsurance Operations.

The $9.1 million reduction of prior accident year loss reserves related to Commercial Lines primarily consisted of the following:

 

General Liability:   A $3.1 million reduction in reserve categories excluding construction defect.  Lower than expected claims severity was the primary driver of the favorable development, mainly in the 2002 through 2004, 2006 through 2010, 2012 through 2014, and 2016 accident years which was partially offset by increases in the 2011, 2015 and 2017 accident years.

 

Commercial Auto Liability:   A $3.3 million decrease in the 2010, 2012 and 2013 accident years recognizes lower than anticipated claims severity, partially offset by an increase in the 2015 accident year.

 

Professional Liability: A $0.8 million decrease reflects lower than expected claims severity mainly in the 2010 through 2011 and 2014 accident years.

 

Property:   A $1.9 million decrease in aggregate recognizes lower than anticipated claims severity primarily in the 2014 through 2015 and 2017 accident years, partially offset by an increase in the 2016 accident year.

The $10.6 million reduction of prior accident year loss reserves related to Personal Lines primarily consisted of the following:

 

Property:   A $6.9 million reduction primarily in the 2014 through 2017 accident years mainly reflects lower than anticipated claims severity.

 

General Liability:  A $3.7 million decrease primarily in the 2011 through 2014 and 2016 through 2017 accident years, partially offset by an increase in the 2007 and 2015 accident years.  The decreases recognize lower than expected claims severity.

29


GLOBAL INDEMNITY LIMITED

The $7.8 million reduction of prior accident year loss reserves related to Reinsurance Operations was from the property lines for accident years 2007, 2009 through 2012 and 2015 through 2016, partially offset by an increases in the 2013 through 2014 and 2017 accident years.  The accident year changes were based on a review of the experience reported from cedants.

During the first nine months of 2017, the Company reduced its prior accident year loss reserves by $34.8 million, which consisted of a $26.2 million decrease related to Commercial Lines, a $4.5 million decrease related to Personal Lines, and a $4.1 million decrease related to Reinsurance Operations.

The $26.2 million reduction of prior accident year loss reserves related to Commercial Lines primarily consisted of the following:

 

General Liability: A $17.1 million reduction in aggregate with $6.0 million of favorable development in the construction defect reserve category and $11.1 million of favorable development in the other general liability reserve categories.  The favorable development in the construction defect reserve category recognizes lower than anticipated claims frequency and severity which led to reductions primarily in the 2005 through 2010 and 2012 through 2016 accident years.  For the other general liability reserve categories, lower than expected claims severity was the primary driver of the favorable development mainly in the 2005 through 2014 accident years.

 

Professional Liability: A $3.7 million decrease in aggregate primarily reflects lower than expected claims severity in the 2006 through 2008 and 2011 through 2012 accident years.

 

Property: A $5.4 million reduction in aggregate with $3.2 million of favorable development in the property excluding catastrophe reserve categories and $2.2 million of favorable development in the property catastrophe reserve categories. The favorable development in the reserve categories excluding catastrophe experience reflects lower than expected claims frequency and severity in the 2011 through 2015 accident years.  For the property catastrophe reserve categories, lower than anticipated claims severity was the driver of the favorable development in the 2011 through 2016 accident years.

The $4.5 million reduction of prior accident year loss reserves related to Personal Lines primarily consisted of the following:

 

Property: A $3.9 million reduction in the property reserve categories, both including and excluding catastrophes.  The decrease reflects lower than expected case incurred emergence, primarily in the 2016 accident year and the aforementioned $1.3 million favorable development from the 2015 wildfire.

 

General Liability: A $0.6 million reduction in the agriculture reserve categories.  The favorable development was primarily due to lower than expected case incurred emergence in the 2016 accident year partially offset by higher than expected development in the dwelling liability reserve category for the 2015 accident year.

The $4.1 million reduction of prior accident year loss reserve related to Reinsurance Operations was from the property lines.  Ultimate losses were lowered in the 2013 through 2015 accident years and partially offset by an increase in the 2016 accident year based on a review of the experience reported from cedants.

Loss indemnification related to Purchase of American Reliable

On March 8, 2018, the Company settled its final reserve calculation which resulted in $41.5 million being due to Global Indemnity Group, Inc. in accordance with the Stock Purchase Agreement between Global Indemnity Group, Inc. and American Bankers Insurance Group, Inc. for the purchase of American Reliable.  The settlement is comprised of (i) receipt of $38.8 million for loss and loss adjustment expenses paid on or after January 1, 2015 or payable as of December 31, 2017 with respect to losses incurred prior to January 1, 2015, (ii) receipt of $6.2 million for accrued interest and (iii) payment of $3.5 million for the difference between the agreed upon purchase price and actual settlement on January 1, 2015. These amounts, which were included in other assets on the consolidated balance sheets as of December 31, 2017, were received on March 9, 2018.

30


GLOBAL INDEMNITY LIMITED

7.

Debt

The Company’s outstanding debt consisted of the following at September 30, 2018 and December 31, 2017:

 

(Dollars in thousands)

 

September 30, 2018

 

 

December 31, 2017

 

Margin Borrowing Facility

 

$

59,405

 

 

$

72,230

 

7.75% Subordinated Notes due 2045

 

 

96,711

 

 

 

96,619

 

7.875% Subordinated Notes due 2047

 

 

125,970

 

 

 

125,864

 

Total

 

$

282,086

 

 

$

294,713

 

 

On April 25, 2018, Global Indemnity Group, Inc. ("GIGI"), an indirect wholly owned subsidiary of the Company, became a subordinated co-obligor with respect to the 7.75% Subordinated Notes due in 2045 and the 7.875% Subordinated Notes due in 2047 with the same obligations and duties as the Company under the Indenture (including the due and punctual performance and observance of all of the covenants and conditions to be performed by the Company, including, without limitation, the obligation to pay the principal of, and interest on, the Notes of either series when due whether at maturity, by acceleration, redemption or otherwise), and with the same rights, benefits and privileges of the Company thereunder.  Notwithstanding the foregoing, GIGI's obligations (including the obligation to pay the principal of and interest in respect of the Notes of any series) are subject to subordination to all monetary obligations or liabilities of GIGI owing to Global Indemnity Reinsurance, Ltd., a wholly owned subsidiary of the Company, and/or any other regulated reinsurance or insurance company that is a direct or indirect subsidiary of the Company, in addition to indebtedness of GIGI for borrowed money.  If the Company pays any amount with respect to the subordinated note obligations, the Company is entitled to be reimbursed by GIGI within 10 business days after a demand is made to GIGI by the Company.  In consideration for becoming a subordinated co-obligor on the subordinated notes, GIGI received a promissory note from the Company with a principal amount of $230 million due April 15, 2047 that has since been assigned to an affiliate. This promissory note is eliminated in consolidation.

Please see Note 12 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2017 Annual Report on Form 10-K for more information on the Company’s 7.75% Subordinated Notes due in 2045 and the 7.875% Subordinated Notes due in 2047 as well as the Margin Borrowing Facility.

8.

Shareholders’ Equity

There were no A ordinary shares that were surrendered or repurchased during the quarter ended September 30, 2018 or 2017.

The following table provides information with respect to the A ordinary shares that were surrendered or repurchased during the nine months ended September 30, 2018:

 

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, 2018

 

 

26,639

 

(2)

$

42.02

 

 

 

-

 

 

 

-

 

March 1-31, 2018

 

 

18,594

 

(2)

$

37.27

 

 

 

-

 

 

 

-

 

Total

 

 

45,233

 

 

$

40.07

 

 

 

-

 

 

 

 

 

 

(1)

Based on settlement date.

(2)

Surrendered by employees as payment of taxes withheld on the vesting of restricted stock.

31


GLOBAL INDEMNITY LIMITED

The following table provides information with respect to the A ordinary shares that were surrendered or repurchased during the nine months ended September 30, 2017:

 

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, 2017

 

 

13,656

 

(2)

$

38.21

 

 

-

 

-

February 1-28, 2017

 

 

15,309

 

(2)

$

40.18

 

 

-

 

-

May 1 - 31, 2017

 

 

586

 

(2)

$

38.49

 

 

-

 

-

Total

 

 

29,551

 

 

$

39.24

 

 

-

 

 

 

(1)

Based on settlement date.

(2)

Surrendered by employees as payment of taxes withheld on the vesting of restricted stock.

There were no B ordinary shares that were surrendered or repurchased during the quarters or nine months ended September 30, 2018 or 2017.

Please see Note 13 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2017 Annual Report on Form 10-K for more information on the Company’s repurchase program.

Dividends

On March 4, 2018, the Company’s Board of Directors approved a dividend payment of $0.25 per ordinary share to all shareholders of record on the close of business on March 21, 2018.  On March 29, 2018, dividends totaling $3.5 million were paid to shareholders.  

On June 3, 2018, the Company’s Board of Directors approved a dividend payment of $0.25 per ordinary share to all shareholders of record on the close of business on June 22, 2018.  On June 29, 2018, dividends totaling $3.5 million were paid to shareholders.  

On September 16, 2018, the Company’s Board of Directors approved a dividend payment of $0.25 per ordinary share to all shareholders of record on the close of business on September 27, 2018.  On October 1, 2018, dividends totaling $3.5 million were paid to shareholders.  

As of September 30, 2018, accrued dividends on unvested shares, which were included in other liabilities on the consolidated balance sheets, were $0.1 million.  

Please see Note 13 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2017 Annual Report on Form 10-K for more information on the Company’s dividend program.

9.

Related Party Transactions

Fox Paine & Company (“Fox Paine”)

As of September 30, 2018, Fox Paine beneficially owned shares having approximately 82% of the Company’s total outstanding voting power.  Fox Paine has the right to appoint a number of the Company’s Directors equal in aggregate to the pro rata percentage of the voting shares of the Company beneficially held by Fox Paine for so long as Fox Paine holds an aggregate of 25% or more of the voting power in the Company. Fox Paine controls the election of all of the Company’s Directors due to its controlling share ownership.  The Company’s Chairman is a member of Fox Paine.    

The Company relies on Fox Paine to provide management services and other services related to the operations of the Company, and Fox Paine may propose and negotiate transaction fees with the Company, subject to the provisions of the Company’s related party transaction policies including approval of the Company’s Audit Committee of the Board of Directors, for those services from time to time.  The Company incurred management fees of $0.6 million during each of the quarters ended September 30, 2018 and 2017, and $1.6 million in each of the nine months ended September 30, 2018 and

32


GLOBAL INDEMNITY LIMITED

2017 as part of the annual management fee paid to Fox Paine. As of September 30, 2018 and December 31, 2017, unpaid management fees, which were included in other liabilities on the consolidated balance sheets, were $0.2 million and $6.8 million, respectively.  

Fox Paine also performed advisory services for the Company in relation to a transaction whereby one of the Company’s indirect wholly owned subsidiaries became a co-obligor on the Company’s subordinated notes. The advisory services were performed during the first and second quarter of 2018. The total fee for these services was $12.5 million which was paid during June, 2018.  Advisory fees were $12.5 million during the nine months ended September 30, 2018.  

10.

Commitments and Contingencies

Legal Proceedings

The Company is, from time to time, involved in various legal proceedings in the ordinary course of business.  The Company maintains insurance and reinsurance coverage for such risks in amounts that it considers adequate.  However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost.  The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.  

There is a greater potential for disputes with reinsurers who are in runoff.  Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships.  The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.

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 September 30, 2018, the Company has funded $35.8 million of this commitment leaving $14.2 million as unfunded.

In 2016, the Company entered into a $40 million commitment with an investment manager that provides financing for middle market companies.  As of September 30, 2018, the Company has completely funded the $40.0 million commitment. Of this amount, $5.2 million is still recallable.

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 September 30, 2018, the Company has funded $29.5 million of this commitment leaving $20.5 million as unfunded. 

11.

Share-Based Compensation Plans

On June 13, 2018, the Company’s Shareholders approved the Global Indemnity Limited 2018 Share Incentive Plan (“the 2018 Plan”).  The purpose of the 2018 Plan is to provide the Company a competitive advantage in attracting, retaining, and motivating officers, employees, consultants and non-employee directors, and to provide the Company with a share plan providing incentives linked to the financial results of the Company’s business and increases in shareholder value.  Under the 2018 Plan, the Company may issue up to 2.5 million A ordinary shares pursuant to awards granted under the Plan.  The 2018 Plan replaced the Global Indemnity Limited Share Incentive Plan, effective since February 2014, which was set to expire pursuant to its terms on February 9, 2019.

Options

No stock options were awarded during the quarters ended September 30, 2018 or 2017.  No unvested stock options were forfeited during the quarters ended September 30, 2018 or 2017.

On March 6, 2018, the Company entered into a Chief Executive Agreement (the “Employment Agreement”) with Cynthia Y. Valko, the Company’s Chief Executive Officer.  In accordance with the Employment Agreement, the vesting schedule on the 300,000 stock options issued in 2014 (“Tranche 2 Options”) was modified.  The Tranche 2 Options will now vest on each December 31 of 2018, 2019 and 2020 in an amount based on Ms. Valko’s attainment of Return on Equity criteria specified in the Employment Agreement.  As a result of applying modification accounting, stock based compensation was increased by $0.2 million and $0.3 million during the quarter and nine months ended September 30, 2018, respectively.  

33


GLOBAL INDEMNITY LIMITED

Under the terms of the Employment Agreement, Ms. Valko was also granted an additional 300,000 Time-Based Options (“Tranche 3 Options”) with an exercise price of $50 per share.  Tranche 3 Options vest 1/3 on December 31 of 2018, 2019 and 2020, if Ms. Valko remains employed and in good standing as of such date.  Tranche 3 Options expire on the earlier of December 31, 2027 and 90 calendar days after Ms. Valko is neither employed by Global Indemnity nor a member of the Board of Directors.  

Other than the Tranche 3 Options granted to Ms. Valko, no additional stock options were awarded during the nine months ended September 30, 2018.  No stock options were awarded during the nine months ended September 30, 2017.  No unvested stock options were forfeited during the nine months ended September 30, 2018 or 2017.

Restricted Shares

No restricted shares were issued to employees during the quarters ended September 30, 2018 and 2017.

During the nine months ended September 30, 2018, the Company granted 38,778 A ordinary shares, with a weighted average grant date value of $40.57 per share, to key employees under the Plan.   11,843 of these shares vested immediately.  The remainder will vest as follows:

 

16.5%, 16.5%, and 17.0% of the granted stock vest on January 1, 2019, January 1, 2020, and January 1, 2021, respectively.

 

Subject to Board approval, 50% of granted stock vests 100%, no later than March 15, 2021, following a re-measurement of 2017 results as of December 31, 2020.

During the nine months ended September 30, 2017, the Company granted 22,503 A ordinary shares, with a weighted average grant date value of $38.21 per share, to key employees under the Plan.   These shares will vest as follows:

 

16.5%, 16.5%, and 17.0% of the granted stock vest on January 1, 2018, January 1, 2019, and January 1, 2020, respectively.

 

Subject to Board approval, 50% of granted stock vests 100%, no later than March 15, 2020, following a re-measurement of 2016 results as of December 31, 2019.

During the quarters ended September 30, 2018 and 2017, the Company granted 7,049 and 6,245 A ordinary shares, respectively, at a weighted average grant date value of $37.70 and $42.40 per share, respectively, to non-employee directors of the Company under the Plan. During the nine months ended September 30, 2018 and 2017, the Company granted 23,983 and 19,713 A ordinary shares, respectively, at a weighted average grant date value of $36.90 and $39.82 per share, respectively, to non-employee directors of the Company under the Plan. All of the shares granted to non-employee directors of the Company in 2018 and 2017 were fully vested but are subject to certain restrictions.

34


GLOBAL INDEMNITY LIMITED

12.

Earnings Per Share

Earnings per share have been computed using the weighted average number of ordinary shares and ordinary share equivalents outstanding during the period.  

The following table sets forth the computation of basic and diluted earnings per share:

 

 

 

Quarters Ended

September 30,

 

 

Nine Months Ended September 30,

 

(Dollars in thousands, except share and per share data)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income (loss)

 

$

3,728

 

 

$

(8,924

)

 

$

16,621

 

 

$

13,447

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic

 

 

14,100,180

 

 

 

17,343,292

 

 

 

14,082,698

 

 

 

17,331,840

 

Net income (loss) per share

 

$

0.26

 

 

$

(0.51

)

 

$

1.18

 

 

$

0.78

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – diluted (1)

 

 

14,346,585

 

 

 

17,343,292

 

 

 

14,321,113

 

 

 

17,684,519

 

Net income (loss) per share

 

$

0.26

 

 

$

(0.51

)

 

$

1.16

 

 

$

0.76

 

 

 

(1)

For the quarter ended September 30, 2017, “weighted average shares outstanding – basic” was used to calculate “diluted earnings per share” due to a net loss for the period.

 

A reconciliation of weighted average shares for basic earnings per share to weighted average shares for diluted earnings per share is as follows:

 

 

 

Quarters Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Weighted average shares for basic earnings per share

 

 

14,100,180

 

 

 

17,343,292

 

 

 

14,082,698

 

 

 

17,331,840

 

Non-vested restricted stock

 

 

83,882

 

 

 

-

 

 

 

74,768

 

 

 

149,490

 

Options

 

 

162,523

 

 

 

-

 

 

 

163,647

 

 

 

203,189

 

Weighted average shares for diluted earnings per share

 

 

14,346,585

 

 

 

17,343,292

 

 

 

14,321,113

 

 

 

17,684,519

 

 

If the Company had not incurred a loss in the quarter ended September 30, 2017, 17,721,954 weighted average shares would have been used to compute the diluted loss per share calculation which would have included 164,693 shares of non-vested restricted stock and 213,969 share equivalents for options.

 

The weighted average shares outstanding used to determine dilutive earnings per share for the quarter and nine months ended September 30, 2018 does not include 600,000 shares which were deemed to be anti-dilutive.  There were no anti-dilutive shares for the quarter or nine months ended September 30, 2017.

13.

Segment Information

The Company manages its business through three business segments.  Commercial Lines offers specialty property and casualty products designed for product lines such as Small Business Binding Authority, Property Brokerage, and Programs. Personal Lines offers specialty personal lines and agricultural coverage. Reinsurance Operations provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies.

35


GLOBAL INDEMNITY LIMITED

The following are tabulations of business segment information for the quarters and nine months ended September 30, 2018 and 2017.

 

Quarter Ended September 30, 2018

(Dollars in thousands)

 

Commercial

Lines

 

(1)

Personal

Lines

 

(1)

Reinsurance

Operations

 

(2)

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

63,177

 

 

$

63,072

 

(6)

$

9,357

 

 

$

135,606

 

Net premiums written

 

$

56,161

 

 

$

50,719

 

 

$

9,353

 

 

$

116,233

 

Net premiums earned

 

$

56,352

 

 

$

50,841

 

 

$

13,335

 

 

$

120,528

 

Other income (loss)

 

 

 

 

 

493

 

 

 

(82

)

 

 

411

 

Total revenues

 

 

56,352

 

 

 

51,334

 

 

 

13,253

 

 

 

120,939

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

31,899

 

 

 

41,316

 

 

 

7,278

 

 

 

80,493

 

Acquisition costs and other underwriting expenses

 

 

22,533

 

(3)

 

21,040

 

(4)

 

5,107

 

 

 

48,680

 

Income (loss) from segments

 

$

1,920

 

 

$

(11,022

)

 

$

868

 

 

$

(8,234

)

Unallocated Items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,750

 

Net realized investment gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,319

 

Corporate and other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,475

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,924

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

436

 

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,292

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,728

 

Total assets

 

$

874,059

 

 

$

526,127

 

 

$

557,860

 

(5)

$

1,958,046

 

 

(1)

Includes business ceded to the Company’s Reinsurance Operations.

(2)

External business only, excluding business assumed from affiliates.

(3)

Includes federal excise tax of $77 relating to cessions from Commercial Lines to Reinsurance Operations.

(4)

Includes federal excise tax of $92 relating to cessions from Personal Lines to Reinsurance Operations.

(5)

Comprised of Global Indemnity Reinsurance’s total assets less its investment in subsidiaries.

(6)

Includes ($3) of business written by American Reliable that was ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement.

36


GLOBAL INDEMNITY LIMITED

 

Quarter Ended September 30, 2017

(Dollars in thousands)

 

Commercial

Lines

 

(1)

Personal

Lines

 

(1)

Reinsurance

Operations

 

(2)

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

53,113

 

 

$

60,962

 

(6)

$

11,979

 

 

$

126,054

 

Net premiums written

 

$

46,471

 

 

$

50,607

 

 

$

11,967

 

 

$

109,045

 

Net premiums earned

 

$

44,778

 

 

$

52,268

 

 

$

11,573

 

 

$

108,619

 

Other income

 

 

 

 

 

2,254

 

 

 

40

 

 

 

2,294

 

Total revenues

 

 

44,778

 

 

 

54,522

 

 

 

11,613

 

 

 

110,913

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

19,095

 

 

 

42,534

 

 

 

20,766

 

 

 

82,395

 

Acquisition costs and other underwriting expenses

 

 

18,237

 

(3)

 

22,689

 

(4)

 

4,076

 

 

 

45,002

 

Income (loss) from segments

 

$

7,446

 

 

$

(10,701

)

 

$

(13,229

)

 

$

(16,484

)

Unallocated Items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,134

 

Net realized investment losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(963

)

Corporate and other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,630

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,836

)

Loss before income taxes benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,779

)

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,855

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,924

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

911,412

 

 

$

481,357

 

 

$

737,921

 

(5)

$

2,130,690

 

 

(1)

Includes business ceded to the Company’s Reinsurance Operations.

(2)

External business only, excluding business assumed from affiliates.

(3)

Includes federal excise tax of $127 relating to cessions from Commercial Lines to Reinsurance Operations.

(4)

Includes federal excise tax of $262 relating to cessions from Personal Lines to Reinsurance Operations.

(5)

Comprised of Global Indemnity Reinsurance’s total assets less its investment in subsidiaries.

(6)

Includes ($1,427) of business written by American Reliable that was ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement.

37


GLOBAL INDEMNITY LIMITED

 

Nine Months Ended September 30, 2018

(Dollars in thousands)

 

Commercial

Lines

 

(1)

Personal

Lines

 

(1)

Reinsurance

Operations

 

(2)

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

186,923

 

 

$

191,782

 

(6)

$

39,965

 

 

$

418,670

 

Net premiums written

 

$

165,817

 

 

$

154,781

 

 

$

39,959

 

 

$

360,557

 

Net premiums earned

 

$

155,966

 

 

$

151,333

 

 

$

35,148

 

 

$

342,447

 

Other income (loss)

 

 

 

 

 

1,468

 

 

 

(179

)

 

 

1,289

 

Total revenues

 

 

155,966

 

 

 

152,801

 

 

 

34,969

 

 

 

343,736

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

82,023

 

 

 

98,946

 

 

 

14,457

 

 

 

195,426

 

Acquisition costs and other underwriting expenses

 

 

62,789

 

(3)

 

65,446

 

(4)

 

12,961

 

 

 

141,196

 

Income (loss) from segments

 

$

11,154

 

 

$

(11,591

)

 

$

7,551

 

 

$

7,114

 

Unallocated Items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34,108

 

Net realized investment gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,833

 

Corporate and other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,653

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,725

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,677

 

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,944

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

874,059

 

 

$

526,127

 

 

$

557,860

 

(5)

$

1,958,046

 

 

(1)

Includes business ceded to the Company’s Reinsurance Operations.

(2)

External business only, excluding business assumed from affiliates.

(3)

Includes federal excise tax of $367 relating to cessions from Commercial Lines to Reinsurance Operations.

(4)

Includes federal excise tax of $435 relating to cessions from Personal Lines to Reinsurance Operations.

(5)

Comprised of Global Indemnity Reinsurance’s total assets less its investment in subsidiaries.

(6)

Includes ($1,859) of business written by American Reliable that was ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement.

38


GLOBAL INDEMNITY LIMITED

 

Nine Months Ended September 30, 2017

(Dollars in thousands)

 

Commercial

Lines

 

(1)

Personal

Lines

 

(1)

Reinsurance

Operations

 

(2)

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

155,776

 

 

$

192,551

 

(6)

$

45,372

 

 

$

393,699

 

Net premiums written

 

$

137,025

 

 

$

161,979

 

 

$

45,344

 

 

$

344,348

 

Net premiums earned

 

$

133,289

 

 

$

164,102

 

 

$

31,427

 

 

$

328,818

 

Other income

 

 

78

 

 

 

5,153

 

 

 

213

 

 

 

5,444

 

Total revenues

 

 

133,367

 

 

 

169,255

 

 

 

31,640

 

 

 

334,262

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

53,688

 

 

 

120,410

 

 

 

28,558

 

 

 

202,656

 

Acquisition costs and other underwriting expenses

 

 

55,398

 

(3)

 

69,281

 

(4)

 

10,331

 

 

 

135,010

 

Income (loss) from segments

 

$

24,281

 

 

$

(20,436

)

 

$

(7,249

)

 

$

(3,404

)

Unallocated Items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,618

 

Net realized investment losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(850

)

Corporate and other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,045

)

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,065

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

254

 

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,193

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

911,412

 

 

$

481,357

 

 

$

737,921

 

(5)

$

2,130,690

 

 

(1)

Includes business ceded to the Company’s Reinsurance Operations.

(2)

External business only, excluding business assumed from affiliates.

(3)

Includes federal excise tax of $366 relating to cessions from Commercial Lines to Reinsurance Operations.

(4)

Includes federal excise tax of $821 relating to cessions from Personal Lines to Reinsurance Operations.

(5)

Comprised of Global Indemnity Reinsurance’s total assets less its investment in subsidiaries.

(6)

Includes ($185) of business written by American Reliable that was ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement.

14.

Condensed Consolidating Financial Information Provided in Connection with Outstanding Debt of Subsidiaries

The following tables present condensed consolidating balance sheets at September 30, 2018 and December 31, 2017, condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the quarters and nine months ended September 30, 2018 and 2017, and condensed consolidating statements of cash flows for the nine months ended September 30, 2018 and 2017.  GIGI is a 100% owned subsidiary of the Company.  See Note 7 for information on the Company’s debt obligations.

39


GLOBAL INDEMNITY LIMITED

 

Condensed Consolidating Balance Sheets

at September 30, 2018 (Dollars in thousands)

 

Global Indemnity Limited (Parent co-

obligor)

 

 

Global Indemnity Group, Inc. (Subsidiary co-obligor)

 

 

Other Global

Indemnity Limited Subsidiaries and Eliminations (non-co-obligor

subsidiaries (1)

 

 

Consolidating

Adjustments (2)

 

 

Global

Indemnity

Limited

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

12,251

 

 

$

303,299

 

 

$

1,180,953

 

 

$

-

 

 

$

1,496,503

 

Cash and cash equivalents

 

 

102

 

 

 

1,904

 

 

 

38,640

 

 

 

-

 

 

 

40,646

 

Investments in subsidiaries

 

 

1,223,997

 

 

 

318,419

 

 

 

30,358

 

 

 

(1,572,774

)

 

 

-

 

Due from subsidiaries and affiliates

 

 

459

 

 

 

(2,929

)

 

 

2,470

 

 

 

-

 

 

 

-

 

Notes receivable – affiliate

 

 

-

 

 

 

80,049

 

 

 

845,498

 

 

 

(925,547

)

 

 

-

 

Interest receivable – affiliate

 

 

-

 

 

 

3,576

 

 

 

38,029

 

 

 

(41,605

)

 

 

-

 

Premiums receivable, net

 

 

-

 

 

 

-

 

 

 

84,641

 

 

 

-

 

 

 

84,641

 

Reinsurance receivables, net

 

 

-

 

 

 

-

 

 

 

96,534

 

 

 

-

 

 

 

96,534

 

Funds held by ceding insurers

 

 

-

 

 

 

-

 

 

 

50,805

 

 

 

-

 

 

 

50,805

 

Federal income taxes receivable

 

 

-

 

 

 

7,734

 

 

 

3,024

 

 

 

-

 

 

 

10,758

 

Deferred federal income taxes

 

 

-

 

 

 

31,201

 

 

 

4,474

 

 

 

-

 

 

 

35,675

 

Deferred acquisition costs

 

 

-

 

 

 

-

 

 

 

64,538

 

 

 

-

 

 

 

64,538

 

Intangible assets

 

 

-

 

 

 

-

 

 

 

22,152

 

 

 

-

 

 

 

22,152

 

Goodwill

 

 

-

 

 

 

-

 

 

 

6,521

 

 

 

-

 

 

 

6,521

 

Prepaid reinsurance premiums

 

 

-

 

 

 

-

 

 

 

22,976

 

 

 

-

 

 

 

22,976

 

Receivable for securities sold

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Other assets

 

 

7,714

 

 

 

6,171

 

 

 

19,731

 

 

 

(7,319

)

 

 

26,297

 

Total assets

 

$

1,244,523

 

 

$

749,424

 

 

$

2,511,344

 

 

$

(2,547,245

)

 

$

1,958,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unpaid losses and loss adjustment expenses

 

$

-

 

 

$

-

 

 

$

608,607

 

 

$

-

 

 

$

608,607

 

Unearned premiums

 

 

-

 

 

 

-

 

 

 

297,630

 

 

 

-

 

 

 

297,630

 

Ceded balances payable

 

 

-

 

 

 

-

 

 

 

16,612

 

 

 

-

 

 

 

16,612

 

Payable for securities purchased

 

 

-

 

 

 

(2,110

)

 

 

7,052

 

 

 

-

 

 

 

4,942

 

Contingent commissions

 

 

-

 

 

 

-

 

 

 

8,076

 

 

 

-

 

 

 

8,076

 

Debt

 

 

-

 

 

 

289,405

 

 

 

-

 

 

 

(7,319

)

 

 

282,086

 

Notes payable – affiliates

 

 

520,498

 

 

 

400,000

 

 

 

5,049

 

 

 

(925,547

)

 

 

-

 

Accrued interest payable – affiliates

 

 

19,286

 

 

 

20,771

 

 

 

1,548

 

 

 

(41,605

)

 

 

-

 

Other liabilities

 

 

2,413

 

 

 

11,000

 

 

 

24,354

 

 

 

-

 

 

 

37,767

 

Total liabilities

 

 

542,197

 

 

 

719,066

 

 

 

968,928

 

 

 

(974,471

)

 

 

1,255,720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

702,326

 

 

 

30,358

 

 

 

1,542,416

 

 

 

(1,572,774

)

 

 

702,326

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,244,523

 

 

$

749,424

 

 

$

2,511,344

 

 

$

(2,547,245

)

 

$

1,958,046

 

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

40


GLOBAL INDEMNITY LIMITED

 

Condensed Consolidating Balance Sheets

at December 31, 2017 (Dollars in thousands)

 

Global Indemnity Limited (Parent co-obligor)

 

 

Global Indemnity Group, Inc. (Subsidiary co-obligor)

 

 

Other Global Indemnity Limited Subsidiaries and Eliminations (non-co-obligor subsidiaries (1)

 

 

Consolidating Adjustments (2)

 

 

Global Indemnity Limited Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

$

13,118

 

 

$

309,891

 

 

$

1,136,477

 

 

$

-

 

 

$

1,459,486

 

Cash and cash equivalents

 

 

11,089

 

 

 

7,749

 

 

 

55,576

 

 

 

-

 

 

 

74,414

 

Investments in subsidiaries

 

 

1,207,590

 

 

 

321,194

 

 

 

62,950

 

 

 

(1,591,734

)

 

 

-

 

Due from subsidiaries and affiliates

 

 

4,618

 

 

 

(6,513

)

 

 

1,895

 

 

 

-

 

 

 

-

 

Notes receivable – affiliate

 

 

-

 

 

 

80,049

 

 

 

845,498

 

 

 

(925,547

)

 

 

-

 

Interest receivable – affiliate

 

 

-

 

 

 

2,721

 

 

 

30,642

 

 

 

(33,363

)

 

 

-

 

Premiums receivable, net

 

 

-

 

 

 

-

 

 

 

84,386

 

 

 

-

 

 

 

84,386

 

Reinsurance receivables, net

 

 

-

 

 

 

-

 

 

 

105,060

 

 

 

-

 

 

 

105,060

 

Funds held by ceding insurers

 

 

-

 

 

 

-

 

 

 

45,300

 

 

 

-

 

 

 

45,300

 

Federal income taxes receivable

 

 

-

 

 

 

7,560

 

 

 

2,489

 

 

 

283

 

 

 

10,332

 

Deferred federal income taxes

 

 

-

 

 

 

21,533

 

 

 

4,833

 

 

 

(170

)

 

 

26,196

 

Deferred acquisition costs

 

 

-

 

 

 

-

 

 

 

61,647

 

 

 

-

 

 

 

61,647

 

Intangible assets

 

 

-

 

 

 

-

 

 

 

22,549

 

 

 

-

 

 

 

22,549

 

Goodwill

 

 

-

 

 

 

-

 

 

 

6,521

 

 

 

-

 

 

 

6,521

 

Prepaid reinsurance premiums

 

 

-

 

 

 

-

 

 

 

28,851

 

 

 

-

 

 

 

28,851

 

Receivable for securities sold

 

 

-

 

 

 

(403

)

 

 

1,946

 

 

 

-

 

 

 

1,543

 

Other assets

 

 

20,681

 

 

 

52,806

 

 

 

21,897

 

 

 

(20,000

)

 

 

75,384

 

Total assets

 

$

1,257,096

 

 

$

796,587

 

 

$

2,518,517

 

 

$

(2,570,531

)

 

$

2,001,669

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’

   EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unpaid losses and loss adjustment expenses

 

$

-

 

 

$

-

 

 

$

634,664

 

 

$

-

 

 

$

634,664

 

Unearned premiums

 

 

-

 

 

 

-

 

 

 

285,397

 

 

 

-

 

 

 

285,397

 

Ceded balances payable

 

 

-

 

 

 

-

 

 

 

10,851

 

 

 

-

 

 

 

10,851

 

Payable for securities purchased

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Contingent commissions

 

 

-

 

 

 

-

 

 

 

7,984

 

 

 

-

 

 

 

7,984

 

Debt

 

 

222,483

 

 

 

72,230

 

 

 

-

 

 

 

-

 

 

 

294,713

 

Notes payable – affiliates

 

 

290,498

 

 

 

630,000

 

 

 

5,049

 

 

 

(925,547

)

 

 

-

 

Accrued interest payable – affiliates

 

 

12,465

 

 

 

19,574

 

 

 

1,324

 

 

 

(33,363

)

 

 

-

 

Other liabilities

 

 

13,256

 

 

 

11,832

 

 

 

44,578

 

 

 

(20,000

)

 

 

49,666

 

Total liabilities

 

 

538,702

 

 

 

733,636

 

 

 

989,847

 

 

 

(978,910

)

 

 

1,283,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

718,394

 

 

 

62,951

 

 

 

1,528,670

 

 

 

(1,591,621

)

 

 

718,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,257,096

 

 

$

796,587

 

 

$

2,518,517

 

 

$

(2,570,531

)

 

$

2,001,669

 

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

41


GLOBAL INDEMNITY LIMITED

 

Condensed Consolidating Statements of Operations

for the Quarter Ended September 30, 2018 (Dollars in thousands)

 

Global

Indemnity

Limited

(Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Consolidating

Adjustments (2)

 

 

Global

Indemnity

Limited

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

-

 

 

$

-

 

 

$

120,528

 

 

$

-

 

 

$

120,528

 

Net investment income

 

 

146

 

 

 

2,492

 

 

 

18,318

 

 

 

(9,206

)

 

 

11,750

 

Net realized investment gains (losses)

 

 

(101

)

 

 

5,321

 

 

 

99

 

 

 

-

 

 

 

5,319

 

Other income (loss)

 

 

-

 

 

 

(12

)

 

 

423

 

 

 

-

 

 

 

411

 

Total revenues

 

 

45

 

 

 

7,801

 

 

 

139,368

 

 

 

(9,206

)

 

 

138,008

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

-

 

 

 

-

 

 

 

80,493

 

 

 

-

 

 

 

80,493

 

Acquisition costs and other underwriting expenses

 

 

-

 

 

 

-

 

 

 

48,680

 

 

 

-

 

 

 

48,680

 

Corporate and other operating expenses

 

 

982

 

 

 

2,089

 

 

 

404

 

 

 

-

 

 

 

3,475

 

Interest expense

 

 

2,017

 

 

 

12,035

 

 

 

78

 

 

 

(9,206

)

 

 

4,924

 

Income (loss) before equity in net income (loss) of

   subsidiaries and income taxes

 

 

(2,954

)

 

 

(6,323

)

 

 

9,713

 

 

 

-

 

 

 

436

 

Equity in net income (loss) of subsidiaries

 

 

6,682

 

 

 

(3,995

)

 

 

(8,434

)

 

 

5,747

 

 

 

-

 

Income (loss) before income taxes

 

 

3,728

 

 

 

(10,318

)

 

 

1,279

 

 

 

5,747

 

 

 

436

 

Income tax benefit

 

 

-

 

 

 

(1,884

)

 

 

(1,408

)

 

 

-

 

 

 

(3,292

)

Net income (loss)

 

$

3,728

 

 

$

(8,434

)

 

$

2,687

 

 

$

5,747

 

 

$

3,728

 

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

42


GLOBAL INDEMNITY LIMITED

Condensed Consolidating Statements of Operations

for the Quarter Ended September 30, 2017 (Dollars in thousands)

 

Global

Indemnity

Limited

(Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Consolidating

Adjustments (2)

 

 

Global

Indemnity

Limited

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

-

 

 

$

-

 

 

$

108,619

 

 

$

-

 

 

$

108,619

 

Net investment income

 

 

104

 

 

 

2,321

 

 

 

19,351

 

 

 

(11,642

)

 

 

10,134

 

Net realized investment gains (losses)

 

 

23

 

 

 

(1,229

)

 

 

243

 

 

 

-

 

 

 

(963

)

Other income

 

 

-

 

 

 

1,738

 

 

 

556

 

 

 

-

 

 

 

2,294

 

Total revenues

 

 

127

 

 

 

2,830

 

 

 

128,769

 

 

 

(11,642

)

 

 

120,084

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

-

 

 

 

-

 

 

 

82,395

 

 

 

-

 

 

 

82,395

 

Acquisition costs and other underwriting expenses

 

 

-

 

 

 

-

 

 

 

45,002

 

 

 

-

 

 

 

45,002

 

Corporate and other operating expenses

 

 

2,209

 

 

 

(6,441

)

 

 

8,862

 

 

 

-

 

 

 

4,630

 

Interest expense

 

 

5,176

 

 

 

11,237

 

 

 

65

 

 

 

(11,642

)

 

 

4,836

 

Loss before equity in net loss of

   subsidiaries and income taxes

 

 

(7,258

)

 

 

(1,966

)

 

 

(7,555

)

 

 

-

 

 

 

(16,779

)

Equity in net loss of subsidiaries

 

 

(1,666

)

 

 

(12,523

)

 

 

(14,822

)

 

 

29,011

 

 

 

-

 

Loss before income taxes

 

 

(8,924

)

 

 

(14,489

)

 

 

(22,377

)

 

 

29,011

 

 

 

(16,779

)

Income tax benefit

 

 

-

 

 

 

(211

)

 

 

(7,644

)

 

 

-

 

 

 

(7,855

)

Net loss

 

$

(8,924

)

 

$

(14,278

)

 

$

(14,733

)

 

$

29,011

 

 

$

(8,924

)

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

Condensed Consolidating Statements of Operations

for the Nine Months Ended September 30, 2018 (Dollars in thousands)

 

Global

Indemnity

Limited

(Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Consolidating

Adjustments (2)

 

 

Global

Indemnity

Limited

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

-

 

 

$

-

 

 

$

342,447

 

 

$

-

 

 

$

342,447

 

Net investment income

 

 

483

 

 

 

8,404

 

 

 

58,258

 

 

 

(33,037

)

 

 

34,108

 

Net realized investment gains (losses)

 

 

(121

)

 

 

8,167

 

 

 

(213

)

 

 

-

 

 

 

7,833

 

Other income

 

 

-

 

 

 

-

 

 

 

1,289

 

 

 

-

 

 

 

1,289

 

Total revenues

 

 

362

 

 

 

16,571

 

 

 

401,781

 

 

 

(33,037

)

 

 

385,677

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

-

 

 

 

-

 

 

 

195,426

 

 

 

-

 

 

 

195,426

 

Acquisition costs and other underwriting expenses

 

 

-

 

 

 

-

 

 

 

141,196

 

 

 

-

 

 

 

141,196

 

Corporate and other operating expenses

 

 

9,959

 

 

 

12,734

 

 

 

960

 

 

 

-

 

 

 

23,653

 

Interest expense

 

 

12,715

 

 

 

34,773

 

 

 

274

 

 

 

(33,037

)

 

 

14,725

 

Income (loss) before equity in net income (loss)

   of subsidiaries and income taxes

 

 

(22,312

)

 

 

(30,936

)

 

 

63,925

 

 

 

-

 

 

 

10,677

 

Equity in net income (loss) of subsidiaries

 

 

38,933

 

 

 

6,770

 

 

 

(21,335

)

 

 

(24,368

)

 

 

-

 

Income (loss) before income taxes

 

 

16,621

 

 

 

(24,166

)

 

 

42,590

 

 

 

(24,368

)

 

 

10,677

 

Income tax expense (benefit)

 

 

-

 

 

 

(2,831

)

 

 

(3,226

)

 

 

113

 

 

 

(5,944

)

Net income (loss)

 

$

16,621

 

 

$

(21,335

)

 

$

45,816

 

 

$

(24,481

)

 

$

16,621

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

43


GLOBAL INDEMNITY LIMITED

 

Condensed Consolidating Statements of Operations

for the Nine Months Ended September 30, 2017 (Dollars in thousands)

 

Global

Indemnity

Limited

(Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Consolidating

Adjustments (2)

 

 

Global

Indemnity

Limited

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

-

 

 

$

-

 

 

$

328,818

 

 

$

-

 

 

$

328,818

 

Net investment income

 

 

256

 

 

 

5,105

 

 

 

54,316

 

 

 

(32,059

)

 

 

27,618

 

Net realized investment gains (losses)

 

 

(226

)

 

 

(1,830

)

 

 

1,206

 

 

 

-

 

 

 

(850

)

Other income

 

 

-

 

 

 

3,514

 

 

 

1,930

 

 

 

-

 

 

 

5,444

 

Total revenues

 

 

30

 

 

 

6,789

 

 

 

386,270

 

 

 

(32,059

)

 

 

361,030

 

Losses and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

-

 

 

 

-

 

 

 

202,656

 

 

 

-

 

 

 

202,656

 

Acquisition costs and other underwriting expenses

 

 

-

 

 

 

-

 

 

 

135,010

 

 

 

-

 

 

 

135,010

 

Corporate and other operating expenses

 

 

3,709

 

 

 

(12,104

)

 

 

19,440

 

 

 

-

 

 

 

11,045

 

Interest expense

 

 

12,769

 

 

 

31,087

 

 

 

268

 

 

 

(32,059

)

 

 

12,065

 

Income (loss) before equity in net income (loss)

   of subsidiaries and income taxes

 

 

(16,448

)

 

 

(12,194

)

 

 

28,896

 

 

 

-

 

 

 

254

 

Equity in net income (loss) of subsidiaries

 

 

29,895

 

 

 

(14,211

)

 

 

(22,781

)

 

 

7,097

 

 

 

-

 

Income (loss) before income taxes

 

 

13,447

 

 

 

(26,405

)

 

 

6,115

 

 

 

7,097

 

 

 

254

 

Income tax benefit

 

 

-

 

 

 

(4,057

)

 

 

(9,136

)

 

 

-

 

 

 

(13,193

)

Net income (loss)

 

$

13,447

 

 

$

(22,348

)

 

$

15,251

 

 

$

7,097

 

 

$

13,447

 

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

 

Condensed Consolidating Statements of

Comprehensive Income for the Quarter Ended September 30, 2018 (Dollars in thousands)

 

Global

Indemnity

Limited

(Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Consolidating

Adjustments (2)

 

 

Global

Indemnity

Limited

Consolidated

 

Net income (loss)

 

$

3,728

 

 

$

(8,434

)

 

$

2,687

 

 

$

5,747

 

 

$

3,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding (losses)

 

 

(63

)

 

 

(845

)

 

 

(716

)

 

 

-

 

 

 

(1,624

)

Equity in other comprehensive income (loss) of

   unconsolidated subsidiaries

 

 

(1,392

)

 

 

(603

)

 

 

(789

)

 

 

2,784

 

 

 

-

 

Portion of other-than-temporary impairment

   losses recognized in other comprehensive

   income (losses)

 

 

-

 

 

 

-

 

 

 

7

 

 

 

-

 

 

 

7

 

Reclassification adjustment for (gains) losses included

   in net income (loss)

 

 

101

 

 

 

659

 

 

 

(43

)

 

 

-

 

 

 

717

 

Unrealized foreign currency translation (losses)

 

 

-

 

 

 

-

 

 

 

(454

)

 

 

-

 

 

 

(454

)

Other comprehensive income (loss), net of tax

 

 

(1,354

)

 

 

(789

)

 

 

(1,995

)

 

 

2,784

 

 

 

(1,354

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss), net of tax

 

$

2,374

 

 

$

(9,223

)

 

$

692

 

 

$

8,531

 

 

$

2,374

 

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

44


GLOBAL INDEMNITY LIMITED

 

Condensed Consolidating Statements of

Comprehensive Income for the Quarter Ended September 30, 2017 (Dollars in thousands)

 

Global

Indemnity

Limited

(Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Consolidating

Adjustments (2)

 

 

Global

Indemnity

Limited

Consolidated

 

Net income (loss)

 

$

(8,924

)

 

$

(14,278

)

 

$

(14,733

)

 

$

29,011

 

 

$

(8,924

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains

 

 

51

 

 

 

1,983

 

 

 

1,345

 

 

 

7

 

 

 

3,386

 

Equity in other comprehensive income (loss) of

   unconsolidated subsidiaries

 

 

4,071

 

 

 

397

 

 

 

2,846

 

 

 

(7,314

)

 

 

-

 

Portion of other-than-temporary impairment

   losses recognized in other comprehensive

   income (losses)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

 

 

(1

)

Reclassification adjustment for (gains) losses included

   in net income (loss)

 

 

(23

)

 

 

561

 

 

 

(97

)

 

 

-

 

 

 

441

 

Unrealized foreign currency translation

   gains (losses)

 

 

-

 

 

 

(95

)

 

 

368

 

 

 

-

 

 

 

273

 

Other comprehensive income (loss), net of tax

 

 

4,099

 

 

 

2,846

 

 

 

4,461

 

 

 

(7,307

)

 

 

4,099

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss), net of tax

 

$

(4,825

)

 

$

(11,432

)

 

$

(10,272

)

 

$

21,704

 

 

$

(4,825

)

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

 

Condensed Consolidating Statements of

Comprehensive Income for the Nine Months Ended September 30, 2018 (Dollars in thousands)

 

Global

Indemnity

Limited

(Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Consolidating

Adjustments (2)

 

 

Global

Indemnity

Limited

Consolidated

 

Net income (loss)

 

$

16,621

 

 

$

(21,335

)

 

$

45,816

 

 

$

(24,481

)

 

$

16,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding (losses)

 

 

(210

)

 

 

(2,930

)

 

 

(19,492

)

 

 

-

 

 

 

(22,632

)

Equity in other comprehensive income (loss) of

   unconsolidated subsidiaries

 

 

(22,695

)

 

 

(9,633

)

 

 

(11,515

)

 

 

43,843

 

 

 

-

 

Portion of other-than-temporary impairment

   losses recognized in other comprehensive

   income (losses)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

 

 

(1

)

Reclassification adjustment for (gains) losses included

   in net income

 

 

121

 

 

 

1,048

 

 

 

234

 

 

 

-

 

 

 

1,403

 

Unrealized foreign currency translation (losses)

 

 

-

 

 

 

-

 

 

 

(1,554

)

 

 

-

 

 

 

(1,554

)

Other comprehensive income (loss), net of tax

 

 

(22,784

)

 

 

(11,515

)

 

 

(32,328

)

 

 

43,843

 

 

 

(22,784

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss), net of tax

 

$

(6,163

)

 

$

(32,850

)

 

$

13,488

 

 

$

19,362

 

 

$

(6,163

)

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

45


GLOBAL INDEMNITY LIMITED

 

Condensed Consolidating Statements of

Comprehensive Income for the Nine Months Ended September 30, 2017 (Dollars in thousands)

 

Global

Indemnity

Limited

(Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Consolidating

Adjustments (2)

 

 

Global

Indemnity

Limited

Consolidated

 

Net income (loss)

 

$

13,447

 

 

$

(22,348

)

 

$

15,251

 

 

$

7,097

 

 

$

13,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses)

 

 

(193

)

 

 

5,806

 

 

 

5,084

 

 

 

22

 

 

 

10,719

 

Equity in other comprehensive income (loss) of

   unconsolidated subsidiaries

 

 

10,670

 

 

 

1,586

 

 

 

7,461

 

 

 

(19,717

)

 

 

-

 

Portion of other-than-temporary impairment

   losses recognized in other comprehensive

   income (losses)

 

 

-

 

 

 

-

 

 

 

(2

)

 

 

-

 

 

 

(2

)

Reclassification adjustment for (gains) losses included

   in net income (loss)

 

 

226

 

 

 

(121

)

 

 

(893

)

 

 

-

 

 

 

(788

)

Unrealized foreign currency translation gains

 

 

-

 

 

 

190

 

 

 

584

 

 

 

-

 

 

 

774

 

Other comprehensive income (loss), net of tax

 

 

10,703

 

 

 

7,461

 

 

 

12,234

 

 

 

(19,695

)

 

 

10,703

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss), net of tax

 

$

24,150

 

 

$

(14,887

)

 

$

27,485

 

 

$

(12,598

)

 

$

24,150

 

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

46


GLOBAL INDEMNITY LIMITED

 

Condensed Consolidating  Statements of

Cash Flows at September 30, 2018  (Dollars in thousands)

 

Global

Indemnity

Limited (Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Global

Indemnity

Limited

Consolidated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used for) operating activities

 

$

(19,280

)

 

$

(618

)

 

$

65,769

 

 

$

45,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of fixed maturities

 

 

28,118

 

 

 

44,760

 

 

 

156,484

 

 

 

229,362

 

Proceeds from sale of equity securities

 

 

-

 

 

 

28,141

 

 

 

-

 

 

 

28,141

 

Proceeds from maturity of fixed maturities

 

 

5,431

 

 

 

7,600

 

 

 

30,272

 

 

 

43,303

 

Proceeds from limited partnerships

 

 

-

 

 

 

1,058

 

 

 

7,294

 

 

 

8,352

 

Amounts received in connection with derivatives

 

 

-

 

 

 

7,599

 

 

 

-

 

 

 

7,599

 

Purchases of fixed maturities

 

 

(32,933

)

 

 

(39,314

)

 

 

(256,755

)

 

 

(329,002

)

Purchases of equity securities

 

 

-

 

 

 

(22,931

)

 

 

-

 

 

 

(22,931

)

Purchases of other invested assets

 

 

-

 

 

 

(15,800

)

 

 

-

 

 

 

(15,800

)

Acquisition of business

 

 

-

 

 

 

(3,515

)

 

 

-

 

 

 

(3,515

)

Net cash used for investing activities

 

 

616

 

 

 

7,598

 

 

 

(62,705

)

 

 

(54,491

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net borrowings (repayments) under margin borrowing facility

 

 

-

 

 

 

(12,825

)

 

 

-

 

 

 

(12,825

)

Proceeds / (issuance) of notes to affiliates

 

 

230,000

 

 

 

(230,000

)

 

 

-

 

 

 

-

 

Debt restructuring

 

 

(230,000

)

 

 

230,000

 

 

 

-

 

 

 

-

 

Dividends paid to shareholders

 

 

(10,510

)

 

 

-

 

 

 

-

 

 

 

(10,510

)

Dividends from subsidiaries

 

 

20,000

 

 

 

-

 

 

 

(20,000

)

 

 

-

 

Capital contribution to a subsidiary

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Purchase of A ordinary shares

 

 

(1,813

)

 

 

-

 

 

 

-

 

 

 

(1,813

)

Net cash provided by (used for) financing activities

 

 

7,677

 

 

 

(12,825

)

 

 

(20,000

)

 

 

(25,148

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(10,987

)

 

 

(5,845

)

 

 

(16,936

)

 

 

(33,768

)

Cash and cash equivalents at beginning of period

 

 

11,089

 

 

 

7,749

 

 

 

55,576

 

 

 

74,414

 

Cash and cash equivalents at end of period

 

$

102

 

 

$

1,904

 

 

$

38,640

 

 

$

40,646

 

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

47


GLOBAL INDEMNITY LIMITED

 

Condensed Consolidating  Statements of

Cash Flows at September 30, 2017  (Dollars in thousands)

 

Global

Indemnity

Limited (Parent

co-obligor)

 

 

Global

Indemnity

Group, Inc.

(Subsidiary

co-obligor)

 

 

Other Global

Indemnity

Limited

Subsidiaries

and

Eliminations

(non-co-

obligor

subsidiaries (1)

 

 

Global

Indemnity

Limited

Consolidated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used for) operating activities

 

$

(10,359

)

 

$

(19,634

)

 

$

18,809

 

 

$

(11,184

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of fixed maturities

 

 

12,389

 

 

 

61,296

 

 

 

668,544

 

 

 

742,229

 

Proceeds from sale of equity securities

 

 

-

 

 

 

24,483

 

 

 

-

 

 

 

24,483

 

Proceeds from maturity of fixed maturities

 

 

4,750

 

 

 

42,928

 

 

 

64,942

 

 

 

112,620

 

Proceeds from limited partnerships

 

 

-

 

 

 

5,941

 

 

 

4,626

 

 

 

10,567

 

Amounts paid in connection with derivatives

 

 

-

 

 

 

(2,500

)

 

 

-

 

 

 

(2,500

)

Purchases of fixed maturities

 

 

(32,044

)

 

 

(248,518

)

 

 

(698,512

)

 

 

(979,074

)

Purchases of equity securities

 

 

-

 

 

 

(28,631

)

 

 

-

 

 

 

(28,631

)

Purchases of other invested assets

 

 

-

 

 

 

(16,500

)

 

 

(1,500

)

 

 

(18,000

)

Net cash provided by (used for) investing activities

 

 

(14,905

)

 

 

(161,501

)

 

 

38,100

 

 

 

(138,306

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net borrowings (repayments) under margin borrowing facility

 

 

-

 

 

 

9,872

 

 

 

-

 

 

 

9,872

 

Proceeds from issuance of subordinated notes

 

 

130,000

 

 

 

-

 

 

 

-

 

 

 

130,000

 

Debt issuance cost

 

 

(4,246

)

 

 

-

 

 

 

-

 

 

 

(4,246

)

Proceeds / (issuance) of notes to affiliates

 

 

-

 

 

 

120,000

 

 

 

(120,000

)

 

 

-

 

Dividends from subsidiaries

 

 

-

 

 

 

56,265

 

 

 

(56,265

)

 

 

-

 

Capital contribution

 

 

(96,000

)

 

 

-

 

 

 

96,000

 

 

 

-

 

Purchase of A ordinary shares

 

 

(1,159

)

 

 

-

 

 

 

-

 

 

 

(1,159

)

Net cash provided by (used for) financing activities

 

 

28,595

 

 

 

186,137

 

 

 

(80,265

)

 

 

134,467

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

3,331

 

 

 

5,002

 

 

 

(23,356

)

 

 

(15,023

)

Cash and cash equivalents at beginning of period

 

 

91

 

 

 

5,536

 

 

 

69,483

 

 

 

75,110

 

Cash and cash equivalents at end of period

 

$

3,422

 

 

$

10,538

 

 

$

46,127

 

 

$

60,087

 

 

(1)

Includes all other subsidiaries of Global Indemnity Limited and eliminations

(2)

Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments

48


GLOBAL INDEMNITY LIMITED

15.

New Accounting Pronouncements

Accounting Standards Adopted in 2018

In July, 2018, the FASB issued new accounting guidance that affected a wide variety of topics in the Codification.  The amendments in this update represent changes to clarify, correct errors in, or make minor improvements to the Codification.  This amendment is meant to make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarification.  Some of the amendments in this guidance are effective immediately with the remainder effective for annual periods beginning after December 31, 2018.  The adoption of this new accounting guidance did not have a material impact to the Company’s financial condition, results of operation, or cash flows.

In March, 2018, the FASB issued new accounting guidance whereby the SEC provided clarification to address any uncertainty or diversity of views in practice related to the application of ASC Topic 740, Income Taxes, in situations where a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting under ASC Topic 740 for certain income tax effects of the TCJA for the reporting period in which the Act was enacted.   This guidance is effective immediately.  Accordingly, provisional estimates were recorded based on the Company’s initial analysis and current interpretation of the legislation and disclosed in the notes above.  The adoption of this new accounting guidance did not have a material impact to the Company’s financial condition, results of operation, or cash flows.    

In February, 2018, the FASB issued new accounting guidance which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the TCJA.  The amendments in this Update also require certain disclosures related to stranded tax effects.  The guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.  The Company early adopted the provisions of this new guidance on a retrospective basis as of January 1, 2018 and made an election to reclassify, in its entirety, all stranded tax effects related to TCJA.  As a result, the Company recorded a cumulative effect adjustment of $0.1 million which was reclassified from accumulated other comprehensive income to retained earnings.  The adoption of this new accounting guidance did not have a material impact to the Company’s financial condition, results of operation, or cash flows.    

In May, 2017, the FASB issued updated accounting guidance which clarified whether changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting.  This guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017.  The Company adopted this guidance during the first quarter of 2018.  The provisions of this guidance were adopted on a prospective basis.  As a result of adopting this guidance, stock based compensation was increased by $0.2 million and $0.3 million during the quarter and nine months ended September 30, 2018, respectively.  The adjustment was due to the Company entering into an Employment Agreement with its Chief Executive Officer which modified the vesting schedule on 300,000 options issued in 2014.  The Company did not record a cumulative effect adjustment to shareholders’ equity as a result of adopting this guidance and the adoption of this new accounting guidance did not have a material impact to the Company’s financial condition, results of operation, or cash flows.    

In October, 2016, the FASB issued new accounting guidance regarding intra-entity transfers of assets other than inventory.  Prior to adoption, the tax effects of intra-entity asset transfers (intercompany sales) were deferred until the transferred asset was sold to a third party or otherwise recovered through use. This is an exception to the principle in ASC 740, Income Taxes, that generally requires comprehensive recognition of current and deferred income taxes. The new guidance eliminates the exception for all intra-entity sales of assets other than inventory. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. Upon adoption on January 1, 2018, the Company applied the provisions of this guidance on a modified retrospective basis resulting in a cumulative-effect adjustment which increased retained earnings by $0.2 million.  The adoption of this new accounting guidance did not have a material impact to the Company’s financial condition, results of operation, or cash flows.    

49


GLOBAL INDEMNITY LIMITED

In August, 2016, the FASB issued new accounting guidance regarding the classification of certain cash receipts and cash payments within the statements of cash flows.  The new guidance addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice.  This guidance is effective for public business entities for fiscal periods beginning after December 15, 2017, and interim periods within those fiscal years.  Upon adoption on January 1, 2018, the Company made an accounting policy election to use the cumulative earnings approach for presenting distributions received from equity method investees.  Under this approach, distributions up to the amount of cumulative equity in earnings recognized will be treated as returns on investment and presented in operating activities and those in excess of that amount will be treated as returns of investment and presented in the investing section.  Prior to adoption, all distributions received from equity method investees were presented in the investing section of the consolidated statements of cash flows.  The other cash flow issues addressed by the new guidance did not impact the Company. The provisions of this accounting guidance were adopted on a retrospective basis. The adoption of this new accounting guidance did not have a material impact to the Company’s financial condition, results of operation, or cash flows.    

In January, 2016, the FASB issued new accounting guidance surrounding the accounting for financial instruments.  The new guidance addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments.  In particular, the guidance requires equity investments, except for those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with the changes in fair value recognized in net income.  It also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment.  This guidance is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  Upon adoption on January 1, 2018, the Company recorded a cumulative effect adjustment, net of tax, of $10.0 million which reduced accumulated other comprehensive income and increased retained earnings.  During the quarter and nine months ended September 30, 2018, net realized investment gains (losses) included a gain of $2.7 million and loss of $1.4 million, respectively, related to the change in the fair value of equity investments in accordance with this new accounting guidance.

In May, 2014, the FASB issued new accounting guidance regarding the recognition of revenue from customers arising from the transfer of goods and services. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  The Company adopted the standard and all related amendments using the modified retrospective method.  Long and short duration insurance contracts, which comprise the majority of the Company’s revenues, are excluded from this accounting guidance.  As such, revenue within the scope of the new guidance primarily includes fee income. The adoption of this new accounting guidance did not have a material impact to the Company’s financial condition, results of operation, or cash flows. There were no material changes in the timing or measurement of revenues based upon the guidance.  As a result, there is no cumulative effect on retained earnings.

Recently Issued Accounting Guidance Not Yet Adopted

 

In August, 2018, the FASB issued new accounting guidance which removed, modified, and added certain disclosures related to Topic 820, Fair Value.  This guidance is effective for all fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. The Company does not expect the new guidance to have a material impact on its financial condition, results of operations, or cash flows.

 

In July, 2018, the FASB issued new accounting guidance related to Update 2016-02 Leases (Topic 842) which clarified or corrected unintended application of the new guidance in Update 2016-02.  It also provided entities with an additional and optional transition method to adopt the new lease standard.  Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative effect adjustment to the opening balance sheet of retained earnings.  In addition, the amendments in this update also provide lessors with a practical expedient to not separate non-lease components from the associated lease components, and instead, to account for those components as a single component if the non-lease component otherwise would be accounted for under the new revenue guidance, Topic 606.  The guidance is effective for fiscal years beginning after December 15, 2018 including interim periods within those fiscal years.  The Company is still evaluating the impact of this guidance on the balance sheet and opening retained earnings. The Company expects the new guidance to have minimal impact on the Consolidated Statement of Operations or Consolidated Statement of Cash Flows.  

50


GLOBAL INDEMNITY LIMITED

In June, 2018, the FASB issued new accounting guidance which expanded the scope of Accounting Standards Codification (“ASC”) Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees.  This guidance is effective for fiscal years beginning after December 15, 2018 including interim periods.  The Company does not anticipate the new guidance having a material impact on its financial condition, results of operations, or cash flows.

Please see Note 22 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2017 Annual Report on Form 10-K for more information on accounting pronouncements issued in 2017 which have not been implemented in 2018.

 

51


GLOBAL INDEMNITY LIMITED

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of Global Indemnity included elsewhere in this report.  Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties.  Please see "Cautionary Note Regarding Forward-Looking Statements" at the end of this Item 2 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein.  For more information regarding the Company’s business and operations, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Recent Developments

During the quarter ended March 31, 2018, the Company received regulatory approval to terminate the quota share agreement between Global Indemnity Reinsurance and the Company’s U.S. insurance companies effective January 1, 2018.

Each quarter, the Board of Directors approved a dividend payment of $0.25 per ordinary share to all shareholders of record on the close of business on March 21, 2018, June 22, 2018, and September 27, 2018.  Dividends of $3.5 million were paid on March 29, 2018, June 29, 2018, and October 1, 2018.  

On April 25, 2018, the Company and Global Indemnity Group, Inc., an indirect wholly owned subsidiary of the Company, entered into an agreement pursuant to which Global Indemnity Group, Inc. agreed to become a subordinated co-obligor with respect to the 7.75% subordinated notes due 2045 and the 7.875% subordinated notes due 2047.  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 this transaction.  

Overview

The Company’s Commercial Lines segment distribute property and casualty insurance products through a group of approximately 130 professional general agencies that have limited quoting and binding authority, as well as a number of wholesale insurance brokers who in turn sell the Company’s insurance products to insureds through retail insurance brokers.  Commercial Lines operates predominantly in the excess and surplus lines marketplace.  The Company manages its Commercial Lines segment via product classifications.  These product classifications are: 1) Penn-America, which includes property and general liability products for small commercial businesses distributed through a select network of wholesale general agents with specific binding authority; 2) United National, which includes property, general liability, and professional lines products distributed through program administrators with specific binding authority; 3) Diamond State, which includes property, casualty, and professional lines products distributed 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 distributed through aggregators, brokers, and retail agents.  

The Company’s Personal Lines segment, via American Reliable, offers specialty personal lines and agricultural coverage through a group of approximately 270 agents, primarily comprised of wholesale general agents, with specific binding authority in the admitted marketplace.

The Company’s Reinsurance Operations, consisting solely of the operations of Global Indemnity Reinsurance, currently provides reinsurance solutions through brokers and on a direct basis.  Global Indemnity Reinsurance is a Bermuda based treaty reinsurer for specialty property and casualty insurance and reinsurance companies. Global Indemnity Reinsurance conducts business in Bermuda and is focused on using its capital capacity to write catastrophe-oriented placements and other niche or specialty-focused treaties meeting the Company’s risk tolerance and return thresholds.  

The Company derives its revenues primarily from premiums paid on insurance policies that it writes and from income generated by its investment portfolio, net of fees paid for investment management services.  The amount of insurance premiums that the Company receives is a function of the amount and type of policies it writes, as well as prevailing market prices.  

The Company’s expenses include losses and loss adjustment expenses, acquisition costs and other underwriting expenses, corporate and other operating expenses, interest, investment expenses, and income taxes.  Losses and loss adjustment expenses are estimated by management and reflect the Company’s best estimate of ultimate losses and costs arising during

52


GLOBAL INDEMNITY LIMITED

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, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.  There have been no significant changes to any of these policies or underlying methodologies during the current year except for the following:

 

The Company adopted new accounting guidance which requires equity investments, except for those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with the changes in fair value recognized in net income.  

 

The Company adopted new accounting guidance regarding the classification of certain cash receipts and cash payments within the statement of cash flows.  Upon adoption, the Company made a policy election to use the cumulative earnings approach for presenting distributions received from equity method investees.  Under this approach, distributions up to the amount of cumulative equity in earnings recognized will be treated as returns on investment and presented in operating activities and those in excess of that amount will be treated as returns of investment and presented in the investing section.  

 

The Company adopted new accounting guidance regarding intra-entity transfers of assets other than inventory.  Upon adoption, the Company now recognizes the tax expense from the sale of the asset in the appropriate tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises would also be recognized at the time of the transfer.

53


GLOBAL INDEMNITY LIMITED

Results of Operations

The following table summarizes the Company’s results for the quarters and nine months ended September 30, 2018 and 2017:

 

 

 

Quarters Ended

September 30,

 

 

%

 

 

Nine Months Ended

September 30,

 

 

%

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Gross premiums written

 

$

135,606

 

 

$

126,054

 

 

 

7.6

%

 

$

418,670

 

 

$

393,699

 

 

 

6.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums written

 

$

116,233

 

 

$

109,045

 

 

 

6.6

%

 

$

360,557

 

 

$

344,348

 

 

 

4.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

120,528

 

 

$

108,619

 

 

 

11.0

%

 

$

342,447

 

 

$

328,818

 

 

 

4.1

%

Other income

 

 

411

 

 

 

2,294

 

 

 

(82.1

%)

 

 

1,289

 

 

 

5,444

 

 

 

(76.3

%)

Total revenues

 

 

120,939

 

 

 

110,913

 

 

 

9.0

%

 

 

343,736

 

 

 

334,262

 

 

 

2.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

80,493

 

 

 

82,395

 

 

 

(2.3

%)

 

 

195,426

 

 

 

202,656

 

 

 

(3.6

%)

Acquisition costs and other underwriting expenses

 

 

48,680

 

 

 

45,002

 

 

 

8.2

%

 

 

141,196

 

 

 

135,010

 

 

 

4.6

%

Underwriting income (loss)

 

 

(8,234

)

 

 

(16,484

)

 

 

(50.0

%)

 

 

7,114

 

 

 

(3,404

)

 

 

(309.0

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

11,750

 

 

 

10,134

 

 

 

15.9

%

 

 

34,108

 

 

 

27,618

 

 

 

23.5

%

Net realized investment gains (losses)

 

 

5,319

 

 

 

(963

)

 

NM

 

 

 

7,833

 

 

 

(850

)

 

NM

 

Corporate and other operating expenses

 

 

(3,475

)

 

 

(4,630

)

 

 

(24.9

%)

 

 

(23,653

)

 

 

(11,045

)

 

 

114.2

%

Interest expense

 

 

(4,924

)

 

 

(4,836

)

 

 

1.8

%

 

 

(14,725

)

 

 

(12,065

)

 

 

22.0

%

Income (loss) before income taxes

 

 

436

 

 

 

(16,779

)

 

 

(102.6

%)

 

 

10,677

 

 

 

254

 

 

NM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

 

3,292

 

 

 

7,855

 

 

 

(58.1

%)

 

 

5,944

 

 

 

13,193

 

 

 

(54.9

%)

Net income (loss)

 

$

3,728

 

 

$

(8,924

)

 

 

(141.8

%)

 

$

16,621

 

 

$

13,447

 

 

 

23.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio (1):

 

 

66.8

%

 

 

75.9

%

 

 

 

 

 

 

57.1

%

 

 

61.6

%

 

 

 

 

Expense ratio (2)

 

 

40.4

%

 

 

41.4

%

 

 

 

 

 

 

41.2

%

 

 

41.1

%

 

 

 

 

Combined ratio (3)

 

 

107.2

%

 

 

117.3

%

 

 

 

 

 

 

98.3

%

 

 

102.7

%

 

 

 

 

 

NM – not meaningful

(1)

The loss ratio is a GAAP financial measure that is generally viewed in the insurance industry as an indicator of underwriting profitability and is calculated by dividing net losses and loss adjustment expenses by net premiums earned.

(2)

The expense ratio is a GAAP financial measure that is calculated by dividing the sum of acquisition costs and other underwriting expenses by net premiums earned.  

(3)

The combined ratio is a GAAP financial measure and is the sum of the Company’s loss and expense ratios.

54


GLOBAL INDEMNITY LIMITED

Premiums

The following table summarizes the change in premium volume by business segment:

 

 

 

Quarters Ended

September 30,

 

 

 

 

 

 

Nine Months Ended

September 30,

 

 

 

 

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

% Change

 

 

2018

 

 

2017

 

 

% Change

 

Gross premiums written (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Lines (4)

 

$

63,177

 

 

$

53,113

 

 

 

18.9

%

 

$

186,923

 

 

$

155,776

 

 

 

20.0

%

Personal Lines  (3) (4)

 

 

63,072

 

 

 

60,962

 

 

 

3.5

%

 

 

191,782

 

 

 

192,551

 

 

 

(0.4

%)

Reinsurance (5)

 

 

9,357

 

 

 

11,979

 

 

 

(21.9

%)

 

 

39,965

 

 

 

45,372

 

 

 

(11.9

%)

Total gross premiums written

 

$

135,606

 

 

$

126,054

 

 

 

7.6

%

 

$

418,670

 

 

$

393,699

 

 

 

6.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ceded premiums written

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Lines (4)

 

$

7,016

 

 

$

6,642

 

 

 

5.6

%

 

$

21,106

 

 

$

18,751

 

 

 

12.6

%

Personal Lines (4)

 

 

12,353

 

 

 

10,355

 

 

 

19.3

%

 

 

37,001

 

 

 

30,572

 

 

 

21.0

%

Reinsurance (5)

 

 

4

 

 

 

12

 

 

 

(66.7

%)

 

 

6

 

 

 

28

 

 

 

(78.6

%)

Total ceded premiums written

 

$

19,373

 

 

$

17,009

 

 

 

13.9

%

 

$

58,113

 

 

$

49,351

 

 

 

17.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums written (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Lines (4)

 

$

56,161

 

 

$

46,471

 

 

 

20.9

%

 

$

165,817

 

 

$

137,025

 

 

 

21.0

%

Personal Lines (4)

 

 

50,719

 

 

 

50,607

 

 

 

0.2

%

 

 

154,781

 

 

 

161,979

 

 

 

(4.4

%)

Reinsurance (5)

 

 

9,353

 

 

 

11,967

 

 

 

(21.8

%)

 

 

39,959

 

 

 

45,344

 

 

 

(11.9

%)

Total net premiums written

 

$

116,233

 

 

$

109,045

 

 

 

6.6

%

 

$

360,557

 

 

$

344,348

 

 

 

4.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Lines (4)

 

$

56,352

 

 

$

44,778

 

 

 

25.8

%

 

$

155,966

 

 

$

133,289

 

 

 

17.0

%

Personal Lines (4)

 

 

50,841

 

 

 

52,268

 

 

 

(2.7

%)

 

 

151,333

 

 

 

164,102

 

 

 

(7.8

%)

Reinsurance (5)

 

 

13,335

 

 

 

11,573

 

 

 

15.2

%

 

 

35,148

 

 

 

31,427

 

 

 

11.8

%

Total net premiums earned

 

$

120,528

 

 

$

108,619

 

 

 

11.0

%

 

$

342,447

 

 

$

328,818

 

 

 

4.1

%

 

NM – not meaningful

(1)

Gross premiums written represent the amount received or to be received for insurance policies written without reduction for reinsurance costs, ceded premiums, or other deductions.

(2)

Net premiums written equal gross premiums written less ceded premiums written.

(3)

Includes business written by American Reliable that was ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement of ($3) and ($1,427) during the quarters ended September 30, 2018 and 2017, respectively, and ($1,859) and ($185) during the nine months ended September 30, 2018 and 2017, respectively.

(4)

Includes business ceded to the Company’s Reinsurance Operations.

(5)

External business only, excluding business assumed from affiliates.

Gross premiums written increased by 7.6% and 6.3% for the quarter and nine months ended September 30, 2018, respectively, as compared to same period in 2017.  Gross premiums written include business written by American Reliable that was ceded to insurance entities owned by Assurant under a 100% quota share reinsurance agreement in the amount of ($3) and ($1,427) for the quarters ended September 30, 2018 and 2017, respectively and ($1,859) and ($185) for the nine months ended September 30, 2018 and 2017, respectively.  Excluding the business that is ceded 100% to insurance entities owned by Assurant, gross premiums written increased by 6.4%  and 6.8% for the quarter and nine months ended September 30, 2018, respectively, as compared to same period in 2017.  For the quarter ended September 30, 2018, the increase is mainly due to premium growth within Commercials Lines which is primarily being driven by rate increases mainly due to catastrophe experienced in the prior year, new programs, and increased interaction with agents offset by decline in Reinsurance Operations primarily due to the non-renewal of a treaty.  For the nine months ended September 30, 2018, the increase is mainly due to the premium growth within the Company’s Commercial Lines partially offset by a reduction in premiums written within the Company’s Reinsurance Operations. The growth experienced in Commercial Lines is primarily being driven by rate increases mainly due to catastrophes experienced in the prior year, new programs, and increased interactions with agents.  The reduction in gross premiums written within the Company’s Reinsurance Operations

55


GLOBAL INDEMNITY LIMITED

is primarily due to the non-renewal of a treaty partially offset by growth in the property catastrophe treaties and professional liability portfolio.

Net Retention

The ratio of net premiums written to gross premiums written is referred to as the Company’s net premium retention.  The Company’s net premium retention is summarized by segments as follows:

 

 

 

Quarters Ended

September 30,

 

 

Point

 

 

Nine Months Ended

September 30,

 

 

Point

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Commercial Lines

 

 

88.9

%

 

 

87.5

%

 

 

1.4

 

 

 

88.7

%

 

 

88.0

%

 

 

0.7

 

Personal Lines (1)

 

 

80.4

%

 

 

81.1

%

 

 

(0.7

)

 

 

79.9

%

 

 

84.0

%

 

 

(4.1

)

Reinsurance

 

 

100.0

%

 

 

99.9

%

 

 

0.1

 

 

 

100.0

%

 

 

99.9

%

 

 

0.1

 

Total (1)

 

 

85.7

%

 

 

85.5

%

 

 

0.2

 

 

 

85.7

%

 

 

87.4

%

 

 

(1.7

)

 

(1)

Excludes business written by American Reliable that was ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement of ($3) and ($1,427) during the quarters ended September 30, 2018 and 2017, respectively, and ($1,859) and ($185) during the nine months ended September 30, 2018 and 2017, respectively.

The net premium retention for the quarter and nine months ended September 30, 2018 increased by 0.2 points and decreased by 1.7 points, respectively, as compared to the same period in 2017.  The change in retention for the nine months ended September 30, 2018 is primarily driven by the Company’s Personal Lines.  The net premium retention for the nine months ended September 30, 2018 decreased by 4.1 points for Personal Lines as compared to 2017 primarily due to primarily due to the Property Catastrophe Quota Share Treaty that became effective on April 15, 2017.  Please see the Liquidity section within Item 7 of Part II in the Company’s 2017 Annual Report on Form 10-K for additional information on the Property Catastrophe Quota Share.  

Net Premiums Earned

Net premiums earned within the Commercial Lines segment increased by 25.8% and 17.0% for the quarter and nine months ended September 30, 2018, respectively, as compared to the same period in 2017.  The increase in net premiums earned was primarily due to an increase in gross premiums written.  Property net premiums earned were $31.0 million and $22.0 million for the quarters ended September 30, 2018 and 2017, respectively, and $81.3 million and $67.6 million for the nine months ended September 30, 2018 and 2017, respectively.  Casualty net premiums earned were $25.4 million and $22.8 million for the quarters ended September 30, 2018 and 2017, respectively, and $74.7 million and $65.7 million for the nine months ended September 30, 2018 and 2017, respectively.  

Net premiums earned within the Personal Lines segment decreased by 2.7% and 7.8% for the quarter and nine months ended September 30, 2018, respectively, as compared to the same period in 2017 primarily due to a slight decline in gross premiums written in previous quarters as well as additional premiums being ceded due to the Property Catastrophe Quota Share Treaty that became effective on April 15, 2017.  Property net premiums earned were $43.5 million and $44.3 million for the quarters ended September 30, 2018 and 2017, respectively, and $128.4 million and $139.5 million for the nine months ended September 30, 2018 and 2017, respectively. Casualty net premiums earned were $7.4 million and $8.0 million for the quarters ended September 30, 2018 and 2017, respectively, and $23.0 million and $24.6 million for the nine months ended September 30, 2018 and 2017, respectively.  

Net premiums earned within the Reinsurance Operations segment increased by 15.2% and 11.8% for the quarter and nine months ended September 30, 2018, respectively, as compared to the same period in 2017 primarily due to growth in gross premiums written within the property and professional lines of business as well as earnings from a treaty that was non-renewed.  Property net premiums earned were $11.7 million and $10.4 million for the quarters ended September 30, 2018 and 2017, respectively, and $30.7 million and $27.8 million for the nine months ended September 30, 2018 and 2017, respectively.  Casualty net premiums earned were $1.7 million and $1.2 million for the quarters ended September 30, 2018 and 2017, respectively, and $4.4 million and $3.6 million for the nine months ended September 30, 2018 and 2017, respectively.  

56


GLOBAL INDEMNITY LIMITED

Reserves

Management’s best estimate at September 30, 2018 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 $608.6 million and $522.3 million, respectively, as of September 30, 2018.  A breakout of the Company’s gross and net reserves, as of September 30, 2018, is as follows:

 

 

 

Gross Reserves

 

(Dollars in thousands)

 

Case

 

 

IBNR (1)

 

 

Total

 

Commercial Lines

 

$

114,067

 

 

$

295,181

 

 

$

409,248

 

Personal Lines

 

 

33,996

 

 

 

73,213

 

 

 

107,209

 

Reinsurance Operations

 

 

30,949

 

 

 

61,201

 

 

 

92,150

 

Total

 

$

179,012

 

 

$

429,595

 

 

$

608,607

 

 

 

 

Net Reserves (2)

 

(Dollars in thousands)

 

Case

 

 

IBNR (1)

 

 

Total

 

Commercial Lines

 

$

92,389

 

 

$

249,308

 

 

$

341,697

 

Personal Lines

 

 

28,492

 

 

 

60,231

 

 

 

88,723

 

Reinsurance Operations

 

 

30,949

 

 

 

60,964

 

 

 

91,913

 

Total

 

$

151,830

 

 

$

370,503

 

 

$

522,333

 

 

(1)

Losses incurred but not reported, including the expected future emergence of case reserves.

(2)

Does not include reinsurance receivable on paid losses.

Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made.  If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s best estimate.  For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity.  Therefore, the Company believes management’s best estimate is more likely 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 $222.9 million for claims occurring during the nine months ended September 30, 2018:

 

 

 

 

 

 

 

Severity Change

 

(Dollars in thousands)

 

 

-10%

 

 

-5%

 

 

0%

 

 

5%

 

 

10%

 

Frequency Change

 

-5%

 

 

$

(32,321

)

 

$

(21,733

)

 

$

(11,145

)

 

$

(557

)

 

$

10,031

 

 

 

-3%

 

 

 

(28,308

)

 

 

(17,498

)

 

 

(6,687

)

 

 

4,124

 

 

 

14,934

 

 

 

-2%

 

 

 

(26,302

)

 

 

(15,380

)

 

 

(4,458

)

 

 

6,464

 

 

 

17,386

 

 

 

-1%

 

 

 

(24,296

)

 

 

(13,263

)

 

 

(2,229

)

 

 

8,805

 

 

 

19,838

 

 

 

0%

 

 

 

(22,290

)

 

 

(11,145

)

 

 

-

 

 

 

11,145

 

 

 

22,290

 

 

 

1%

 

 

 

(20,284

)

 

 

(9,027

)

 

 

2,229

 

 

 

13,485

 

 

 

24,742

 

 

 

2%

 

 

 

(18,278

)

 

 

(6,910

)

 

 

4,458

 

 

 

15,826

 

 

 

27,194

 

 

 

3%

 

 

 

(16,272

)

 

 

(4,792

)

 

 

6,687

 

 

 

18,166

 

 

 

29,646

 

 

 

5%

 

 

 

(12,260

)

 

 

(557

)

 

 

11,145

 

 

 

22,847

 

 

 

34,550

 

 

The Company’s net reserves for losses and loss adjustment expenses of $522.3 million as of September 30, 2018 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.

57


GLOBAL INDEMNITY LIMITED

Underwriting Results

Commercial Lines

The components of income from the Company’s Commercial Lines segment and corresponding underwriting ratios are as follows:

 

(Dollars in thousands)

 

Quarters Ended

September 30,

 

 

%

 

 

Nine Months Ended

September 30,

 

 

%

 

 

 

2018 (2)

 

 

2017 (2)

 

 

Change

 

 

2018 (2)

 

 

2017 (2)

 

 

Change

 

Gross premiums written

 

$

63,177

 

 

$

53,113

 

 

 

18.9

%

 

$

186,923

 

 

$

155,776

 

 

 

20.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums written

 

$

56,161

 

 

$

46,471

 

 

 

20.9

%

 

$

165,817

 

 

$

137,025

 

 

 

21.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

56,352

 

 

$

44,778

 

 

 

25.8

%

 

$

155,966

 

 

$

133,289

 

 

 

17.0

%

Other income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

78

 

 

 

(100.0

%)

Total revenues

 

 

56,352

 

 

 

44,778

 

 

 

25.8

%

 

 

155,966

 

 

 

133,367

 

 

 

16.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

31,899

 

 

 

19,095

 

 

 

67.1

%

 

 

82,023

 

 

 

53,688

 

 

 

52.8

%

Acquisition costs and other underwriting expenses (1)

 

 

22,533

 

 

 

18,237

 

 

 

23.6

%

 

 

62,789

 

 

 

55,398

 

 

 

13.3

%

Underwriting income (loss)

 

$

1,920

 

 

$

7,446

 

 

 

(74.2

%)

 

$

11,154

 

 

$

24,281

 

 

 

(54.1

%)

 

 

 

Quarters Ended

September 30,

 

 

Point

 

 

Nine Months Ended

September 30,

 

 

Point

 

 

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current accident year

 

 

58.7

%

 

 

58.9

%

 

 

(0.2

)

 

 

58.4

%

 

 

59.9

%

 

 

(1.5

)

Prior accident year

 

 

(2.1

%)

 

 

(16.2

%)

 

 

14.1

 

 

 

(5.8

%)

 

 

(19.6

%)

 

 

13.8

 

Calendar year loss ratio

 

 

56.6

%

 

 

42.7

%

 

 

13.9

 

 

 

52.6

%

 

 

40.3

%

 

 

12.3

 

Expense ratio

 

 

40.0

%

 

 

40.7

%

 

 

(0.7

)

 

 

40.3

%

 

 

41.6

%

 

 

(1.3

)

Combined ratio

 

 

96.6

%

 

 

83.4

%

 

 

13.2

 

 

 

92.9

%

 

 

81.9

%

 

 

11.0

 

 

(1)

Includes excise tax related to cessions from the Company’s Commercial Lines to its Reinsurance Operations of $77 and $127 for the quarters ended September 30, 2018 and 2017, respectively, and $367 and $366 for the nine months ended September 30, 2018 and 2017, respectively.

(2)

Includes business ceded to the Company’s Reinsurance Operations.

58


GLOBAL INDEMNITY LIMITED

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 in the Company's Commercial Lines may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.

 

 

 

Quarters Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

Losses $

 

 

Loss

Ratio

 

 

Losses $

 

 

Loss

Ratio

 

 

Losses $

 

 

Loss

Ratio

 

 

Losses $

 

 

Loss

Ratio

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non catastrophe property losses

   and ratio excluding the effect of

   prior accident year (1)

 

$

14,003

 

 

 

45.2

%

 

$

8,401

 

 

 

38.1

%

 

$

38,534

 

 

 

47.4

%

 

$

30,073

 

 

 

44.5

%

Effect of prior accident year

 

 

(70

)

 

 

(0.2

%)

 

 

(356

)

 

 

(1.6

%)

 

 

(1,189

)

 

 

(1.5

%)

 

 

(4,023

)

 

 

(6.0

%)

Non catastrophe property losses

   and ratio (2)

 

$

13,933

 

 

 

45.0

%

 

$

8,045

 

 

 

36.5

%

 

$

37,345

 

 

 

45.9

%

 

$

26,050

 

 

 

38.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe losses and ratio

   excluding the effect of

   prior accident year (1)

 

$

2,928

 

 

 

9.5

%

 

$

3,873

 

 

 

17.6

%

 

$

7,651

 

 

 

9.4

%

 

$

9,132

 

 

 

13.5

%

Effect of prior accident year

 

 

(60

)

 

 

(0.2

%)

 

 

212

 

 

 

1.0

%

 

 

(662

)

 

 

(0.8

%)

 

 

(1,331

)

 

 

(2.0

%)

Catastrophe losses and ratio (2)

 

$

2,868

 

 

 

9.3

%

 

$

4,085

 

 

 

18.6

%

 

$

6,989

 

 

 

8.6

%

 

$

7,801

 

 

 

11.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property losses and ratio

   excluding the effect of prior

   accident year (1)

 

$

16,931

 

 

 

54.7

%

 

$

12,274

 

 

 

55.7

%

 

$

46,185

 

 

 

56.8

%

 

$

39,205

 

 

 

58.0

%

Effect of prior accident year

 

 

(130

)

 

 

(0.4

%)

 

 

(144

)

 

 

(0.6

%)

 

 

(1,851

)

 

 

(2.3

%)

 

 

(5,354

)

 

 

(8.0

%)

Total property losses and ratio (2)

 

$

16,801

 

 

 

54.3

%

 

$

12,130

 

 

 

55.1

%

 

$

44,334

 

 

 

54.5

%

 

$

33,851

 

 

 

50.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casualty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Casualty losses and ratio

   excluding the effect of prior

   accident year (1)

 

$

16,152

 

 

 

63.6

%

 

$

14,084

 

 

 

61.9

%

 

$

44,902

 

 

 

60.1

%

 

$

40,667

 

 

 

61.9

%

Effect of prior accident year

 

 

(1,054

)

 

 

(4.2

%)

 

 

(7,119

)

 

 

(31.3

%)

 

 

(7,213

)

 

 

(9.7

%)

 

 

(20,830

)

 

 

(31.7

%)

Total Casualty losses and ratio (2)

 

$

15,098

 

 

 

59.4

%

 

$

6,965

 

 

 

30.6

%

 

$

37,689

 

 

 

50.4

%

 

$

19,837

 

 

 

30.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net losses and loss

   adjustment expense and total

   loss ratio excluding the effect

   of prior accident year (1)

 

$

33,083

 

 

 

58.7

%

 

$

26,358

 

 

 

58.9

%

 

$

91,087

 

 

 

58.4

%

 

$

79,872

 

 

 

59.9

%

Effect of prior accident year

 

 

(1,184

)

 

 

(2.1

%)

 

 

(7,263

)

 

 

(16.2

%)

 

 

(9,064

)

 

 

(5.8

%)

 

 

(26,184

)

 

 

(19.6

%)

Total net losses and loss

   adjustment expense and total

   loss ratio (2)

 

$

31,899

 

 

 

56.6

%

 

$

19,095

 

 

 

42.7

%

 

$

82,023

 

 

 

52.6

%

 

$

53,688

 

 

 

40.3

%

 

(1)

Non-GAAP measure / ratio

(2)

Most directly comparable GAAP measure / ratio

59


GLOBAL INDEMNITY LIMITED

Premiums

See “Result of Operations” above for a discussion on premiums.

Loss Ratio

The current accident year losses and loss ratio is summarized as follows:

 

 

 

Quarters Ended September 30,

 

 

%

 

 

Nine Months Ended September 30,

 

 

%

 

 

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Property losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe

 

$

2,928

 

 

$

3,873

 

 

 

(24.4

%)

 

$

7,651

 

 

$

9,132

 

 

 

(16.2

%)

Non-catastrophe

 

 

14,003

 

 

 

8,401

 

 

 

66.7

%

 

 

38,534

 

 

 

30,073

 

 

 

28.1

%

Property losses

 

 

16,931

 

 

 

12,274

 

 

 

37.9

%

 

 

46,185

 

 

 

39,205

 

 

 

17.8

%

Casualty losses

 

 

16,152

 

 

 

14,084

 

 

 

14.7

%

 

 

44,902

 

 

 

40,667

 

 

 

10.4

%

Total accident year losses

 

$

33,083

 

 

$

26,358

 

 

 

25.5

%

 

$

91,087

 

 

$

79,872

 

 

 

14.0

%

 

 

 

Quarter Ended September 30,

 

 

Point

 

 

Nine Months Ended September 30,

 

 

Point

 

 

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Current accident year loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe

 

 

9.5

%

 

 

17.6

%

 

 

(8.1

)

 

 

9.4

%

 

 

13.5

%

 

 

(4.1

)

Non-catastrophe

 

 

45.2

%

 

 

38.1

%

 

 

7.1

 

 

 

47.4

%

 

 

44.5

%

 

 

2.9

 

Property loss ratio

 

 

54.7

%

 

 

55.7

%

 

 

(1.0

)

 

 

56.8

%

 

 

58.0

%

 

 

(1.2

)

Casualty loss ratio

 

 

63.6

%

 

 

61.9

%

 

 

1.7

 

 

 

60.1

%

 

 

61.9

%

 

 

(1.8

)

Total accident year loss ratio

 

 

58.7

%

 

 

58.9

%

 

 

(0.2

)

 

 

58.4

%

 

 

59.9

%

 

 

(1.5

)

 

The current accident year catastrophe loss ratio improved by 8.1 points during the quarter ended September 30, 2018 as compared to the same period in 2017 primarily due to lower claims frequency compared to last year.

The current accident year catastrophe loss ratio improved by 4.1 points during the nine months ended September 30, 2018 as compared to the same period in 2017.  The loss ratio improvement reflects lower claims frequency compared to last year, particularly in the third accident quarter.

The current accident year non-catastrophe property loss ratio increased by 7.1 points during the quarter ended September 30, 2018 as compared to the same period in 2017 primarily due to an increase in the quarter for the ultimate claims frequency and severity from the second accident quarter.

The current accident year non-catastrophe property loss ratio increased by 2.9 points during the nine months ended September 30, 2018 as compared to the same period in 2017.  The increase in the loss ratio reflects a higher claims severity for each of the accident quarters of 2018 compared to the same accident quarters last year.

The current accident year casualty loss ratio increased by 1.7 points during the quarter ended September 30, 2018 as compared to the same period in 2017 primarily due an increase in claims frequency in the latest accident quarter.

The current accident year casualty loss ratio improved by 1.8 points during the nine months ended September 30, 2018 as compared to the same period in 2017 mainly due to lower claims severity compared to last year.

The calendar year loss ratio for the quarter and nine months ended September 30, 2018 includes a decrease of $1.2 million, or 2.1 percentage points, and a decrease of $9.1 million, or 5.8 percentage points, respectively, related to reserve development on prior accident years.  The calendar year loss ratio for the quarter and nine months ended September 30, 2017 includes a decrease of $7.3 million, or 16.2 percentage points, and a decrease of $26.2 million, or 19.6 percentage points, respectively, related to reserve development on prior accident years.  Please see Note 6 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.

60


GLOBAL INDEMNITY LIMITED

Expense Ratios

The expense ratio for the Company’s Commercial Lines improved by 0.7 points from 40.7% for the quarter ended September 30, 2017 to 40.0% for the quarter ended September 30, 2018 and improved by 1.3 points from 41.6% for the nine months ended September 30, 2017 to 40.3% for the nine months ended September 30, 2018.  The improvement in the expense ratio is primarily due to an increase in the net earned premiums as discussed above.

Personal Lines

The components of income and loss from the Company’s Personal Lines segment and corresponding underwriting ratios are as follows:

 

(Dollars in thousands)

 

Quarters Ended

September 30,

 

 

%

 

 

Nine Months Ended

September 30,

 

 

%

 

 

 

2018 (3)

 

 

2017 (3)

 

 

Change

 

 

2018 (3)

 

 

2017 (3)

 

 

Change

 

Gross premiums written (1)

 

$

63,072

 

 

$

60,962

 

 

 

3.5

%

 

$

191,782

 

 

$

192,551

 

 

 

(0.4

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums written

 

$

50,719

 

 

$

50,607

 

 

 

0.2

%

 

$

154,781

 

 

$

161,979

 

 

 

(4.4

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

50,841

 

 

$

52,268

 

 

 

(2.7

%)

 

$

151,333

 

 

$

164,102

 

 

 

(7.8

%)

Other income

 

 

493

 

 

 

2,254

 

 

 

(78.1

%)

 

 

1,468

 

 

 

5,153

 

 

 

(71.5

%)

Total revenues

 

 

51,334

 

 

 

54,522

 

 

 

(5.8

%)

 

 

152,801

 

 

 

169,255

 

 

 

(9.7

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

41,316

 

 

 

42,534

 

 

 

(2.9

%)

 

 

98,946

 

 

 

120,410

 

 

 

(17.8

%)

Acquisition costs and other underwriting expenses (2)

 

 

21,040

 

 

 

22,689

 

 

 

(7.3

%)

 

 

65,446

 

 

 

69,281

 

 

 

(5.5

%)

Underwriting income (loss)

 

$

(11,022

)

 

$

(10,701

)

 

 

3.0

%

 

$

(11,591

)

 

$

(20,436

)

 

 

(43.3

%)

 

 

 

Quarters Ended

September 30,

 

 

Point

 

 

Nine Months Ended

September 30,

 

 

Point

 

 

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current accident year

 

 

95.9

%

 

 

83.9

%

 

 

12.0

 

 

 

72.4

%

 

 

76.1

%

 

 

(3.7

)

Prior accident year

 

 

(14.7

%)

 

 

(2.5

%)

 

 

(12.2

)

 

 

(7.0

%)

 

 

(2.7

%)

 

 

(4.3

)

Calendar year loss ratio

 

 

81.2

%

 

 

81.4

%

 

 

(0.2

)

 

 

65.4

%

 

 

73.4

%

 

 

(8.0

)

Expense ratio

 

 

41.4

%

 

 

43.4

%

 

 

(2.0

)

 

 

43.2

%

 

 

42.2

%

 

 

1.0

 

Combined ratio

 

 

122.6

%

 

 

124.8

%

 

 

(2.2

)

 

 

108.6

%

 

 

115.6

%

 

 

(7.0

)

 

(1)

Includes business written by American Reliable that was ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement of ($3)  and ($1,427)  during the quarters ended September 30, 2018 and 2017, respectively, and ($1,859) and ($185) during the nine months ended September 30, 2018 and 2017, respectively.

(2)

Includes excise tax related to cessions from the Company’s Personal Lines to its Reinsurance Operations of $92 and $262 for the quarters ended September 30, 2018 and 2017, respectively, and $435 and $821 for the nine months ended September 30, 2018 and 2017.

(3)

Includes business ceded to the Company’s Reinsurance Operations.

61


GLOBAL INDEMNITY LIMITED

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 in the Company's Personal Lines may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.

 

 

 

Quarters Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

Losses $

 

 

Loss Ratio

 

 

Losses $

 

 

Loss Ratio

 

 

Losses $

 

 

Loss Ratio

 

 

Losses

 

 

Loss Ratio

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non catastrophe property losses

   and ratio excluding the effect of

   prior accident year (1)

 

$

27,830

 

 

 

64.0

%

 

$

26,530

 

 

 

59.9

%

 

$

68,796

 

 

 

53.6

%

 

$

72,923

 

 

 

52.3

%

Effect of prior accident year

 

 

(3,766

)

 

 

(8.7

%)

 

 

17

 

 

 

0.0

%

 

 

(5,350

)

 

 

(4.2

%)

 

 

(1,885

)

 

 

(1.4

%)

Non catastrophe property losses

   and ratio (2)

 

$

24,064

 

 

 

55.3

%

 

$

26,547

 

 

 

59.9

%

 

$

63,446

 

 

 

49.4

%

 

$

71,038

 

 

 

50.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe losses and ratio

   excluding the effect of

   prior accident year (1)

 

$

15,594

 

 

 

35.9

%

 

$

11,424

 

 

 

25.8

%

 

$

27,701

 

 

 

21.6

%

 

$

35,048

 

 

 

25.1

%

Effect of prior accident year

 

 

(372

)

 

 

(0.9

%)

 

 

(1,241

)

 

 

(2.8

%)

 

 

(1,540

)

 

 

(1.2

%)

 

 

(2,055

)

 

 

(1.4

%)

Catastrophe losses and ratio (2)

 

$

15,222

 

 

 

35.0

%

 

$

10,183

 

 

 

23.0

%

 

$

26,161

 

 

 

20.4

%

 

$

32,993

 

 

 

23.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property losses and ratio

   excluding the effect of prior

   accident year (1)

 

$

43,424

 

 

 

99.9

%

 

$

37,954

 

 

 

85.7

%

 

$

96,497

 

 

 

75.2

%

 

$

107,971

 

 

 

77.4

%

Effect of prior accident year

 

 

(4,138

)

 

 

(9.6

%)

 

 

(1,224

)

 

 

(2.8

%)

 

 

(6,890

)

 

 

(5.4

%)

 

 

(3,940

)

 

 

(2.8

%)

Total property losses and ratio (2)

 

$

39,286

 

 

 

90.3

%

 

$

36,730

 

 

 

82.9

%

 

$

89,607

 

 

 

69.8

%

 

$

104,031

 

 

 

74.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casualty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Casualty losses and ratio

   excluding the effect of prior

   accident year (1)

 

$

5,344

 

 

 

72.6

%

 

$

5,898

 

 

 

73.7

%

 

$

13,051

 

 

 

56.8

%

 

$

16,942

 

 

 

68.8

%

Effect of prior accident year

 

 

(3,314

)

 

 

(45.0

%)

 

 

(94

)

 

 

(1.2

%)

 

 

(3,712

)

 

 

(16.2

%)

 

 

(563

)

 

 

(2.3

%)

Total Casualty losses and ratio (2)

 

$

2,030

 

 

 

27.6

%

 

$

5,804

 

 

 

72.5

%

 

$

9,339

 

 

 

40.6

%

 

$

16,379

 

 

 

66.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net losses and loss

   adjustment expense and total

   loss ratio excluding the effect

   of prior accident year (1)

 

$

48,768

 

 

 

95.9

%

 

$

43,852

 

 

 

83.9

%

 

$

109,548

 

 

 

72.4

%

 

$

124,913

 

 

 

76.1

%

Effect of prior accident year

 

 

(7,452

)

 

 

(14.7

%)

 

 

(1,318

)

 

 

(2.5

%)

 

 

(10,602

)

 

 

(7.0

%)

 

 

(4,503

)

 

 

(2.7

%)

Total net losses and loss

   adjustment expense and total

   loss ratio (2)

 

$

41,316

 

 

 

81.2

%

 

$

42,534

 

 

 

81.4

%

 

$

98,946

 

 

 

65.4

%

 

$

120,410

 

 

 

73.4

%

 

(1)

Non-GAAP measure / ratio

(2)

Most directly comparable GAAP measure / ratio

Premiums

See “Result of Operations” above for a discussion on consolidated premiums.

Other Income

Other income was $0.5 million and $2.3 million for the quarters ended September 30, 2018 and 2017, respectively, and $1.5

62


GLOBAL INDEMNITY LIMITED

million and $5.2 million for the nine months ended September 30, 2018 and 2017, respectively. In 2018, other income is primarily comprised of fee income.  In 2017, other income is primarily comprised of fee income, commission income and accrued interest on the anticipated indemnification of unpaid loss and loss adjustment expense reserves. In accordance with a dispute resolution agreement between Global Indemnity Group, Inc. and American Bankers Group, Inc., any variance paid related to the loss indemnification was subjected to interest of 5% compounded semi-annually.  The reduction in other income is primarily due to the Company settling its final reserve calculation with American Bankers Group, Inc. with an effective date of December 31, 2017 resulting in no interest on the loss indemnification being accrued in 2018.

Loss Ratio

The current accident year losses and loss ratio is summarized as follows:

 

 

 

Quarters Ended

September 30,

 

 

%

 

 

Nine Months Ended

September 30,

 

 

%

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Property losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe

 

$

15,594

 

 

$

11,424

 

 

 

36.5

%

 

$

27,701

 

 

$

35,048

 

 

 

(21.0

%)

Non-catastrophe

 

 

27,830

 

 

 

26,530

 

 

 

4.9

%

 

 

68,796

 

 

 

72,923

 

 

 

(5.7

%)

Property losses

 

 

43,424

 

 

 

37,954

 

 

 

14.4

%

 

 

96,497

 

 

 

107,971

 

 

 

(10.6

%)

Casualty losses

 

 

5,344

 

 

 

5,898

 

 

 

(9.4

%)

 

 

13,051

 

 

 

16,942

 

 

 

(23.0

%)

Total accident year losses

 

$

48,768

 

 

$

43,852

 

 

 

11.2

%

 

$

109,548

 

 

$

124,913

 

 

 

(12.3

%)

 

 

 

Quarters Ended

September 30,

 

 

Point

 

 

Nine Months Ended

September 30,

 

 

Point

 

 

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Current accident year loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe

 

 

35.9

%

 

 

25.8

%

 

 

10.1

 

 

 

21.6

%

 

 

25.1

%

 

 

(3.5

)

Non-catastrophe

 

 

64.0

%

 

 

59.9

%

 

 

4.1

 

 

 

53.6

%

 

 

52.3

%

 

 

1.3

 

Property loss ratio

 

 

99.9

%

 

 

85.7

%

 

 

14.2

 

 

 

75.2

%

 

 

77.4

%

 

 

(2.2

)

Casualty loss ratio

 

 

72.6

%

 

 

73.7

%

 

 

(1.1

)

 

 

56.8

%

 

 

68.8

%

 

 

(12.0

)

Total accident year loss ratio

 

 

95.9

%

 

 

83.9

%

 

 

12.0

 

 

 

72.4

%

 

 

76.1

%

 

 

(3.7

)

 

The current accident year catastrophe loss ratio increased by 10.1 points during the quarter ended September 30, 2018 as compared to the same period in 2017 primarily due to higher losses experienced from the California wildfire, Arizona monsoon, and Hurricane Florence.

 

The current accident year catastrophe loss ratio improved by 3.5 points during the nine months ended September 30, 2018 as compared to the same period in 2017.  The loss ratio improvement reflects a lower claims frequency for both the first accident quarter and second accident quarter compared to last year.

The current accident year non-catastrophe property loss ratio increased by 4.1 points and 1.3 points during the quarter and nine months ended September 30, 2018, respectively, as compared to the same period in 2017 reflecting a higher claims frequency and severity in the third accident quarter compared to last year.

The current accident year casualty loss ratio improved by 1.1 points and 12.0 points during the quarter and nine months ended September 30, 2018, respectively, as compared to the same period in 2017.  The decrease is driven by a lower claims frequency and severity compared to last year.

The calendar year loss ratio for the quarter and nine months ended September 30, 2018 includes a decrease of $7.5 million, or 14.7 percentage points, and a decrease of $10.6 million, or 7.0 percentage points, respectively, related to reserve development on prior accident years.  The calendar year loss ratio for the quarter and nine months ended September 30, 2017 includes a decrease of $1.3 million, or 2.5 percentage points, and a decrease of $4.5 million, or 2.7 percentage points, respectively, related to reserve development on prior accident years.  Please see Note 6 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.

63


GLOBAL INDEMNITY LIMITED

Expense Ratios

The expense ratio for the Company’s Personal Lines improved 2.0 points from 43.4% for the quarter ended September 30, 2017 to 41.4% for the quarter ended September 30, 2018 primarily due to reduction in commission expense due to mix of business as well as a reduction in corporate overhead.  

The expense ratio for the Company’s Personal Lines increased 1.0 points from 42.2% for the nine months ended September 30, 2017 to 43.2% for the nine months ended September 30, 2018.  The increase in the expense ratio is primarily due to a reduction in net earned premiums which is the result of additional premiums being ceded due to the Property Catastrophe Quota Share Treaty that became effective on April 15, 2017 as well as an increase in contingent commissions.  This increase was partially offset by a reduction in commission expense due to mix of business.  

Reinsurance Operations

The components of income from the Company’s Reinsurance Operations segment and corresponding underwriting ratios are as follows:

 

 

 

Quarters Ended

September 30,

 

 

%

 

 

Nine Months Ended

September 30,

 

 

%

 

 

 

2018 (1)

 

 

2017 (1)

 

 

Change

 

 

2018 (1)

 

 

2017 (1)

 

 

Change

 

Gross premiums written

 

$

9,357

 

 

$

11,979

 

 

 

(21.9

%)

 

$

39,965

 

 

$

45,372

 

 

 

(11.9

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums written

 

$

9,353

 

 

$

11,967

 

 

 

(21.8

%)

 

$

39,959

 

 

$

45,344

 

 

 

(11.9

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

13,335

 

 

$

11,573

 

 

 

15.2

%

 

$

35,148

 

 

$

31,427

 

 

 

11.8

%

Other income

 

 

(82

)

 

 

40

 

 

 

(305.0

%)

 

 

(179

)

 

 

213

 

 

 

(184.0

%)

Total revenues

 

 

13,253

 

 

 

11,613

 

 

 

14.1

%

 

 

34,969

 

 

 

31,640

 

 

 

10.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net losses and loss adjustment expenses

 

 

7,278

 

 

 

20,766

 

 

 

(65.0

%)

 

 

14,457

 

 

 

28,558

 

 

 

(49.4

%)

Acquisition costs and other underwriting expenses

 

 

5,107

 

 

 

4,076

 

 

 

25.3

%

 

 

12,961

 

 

 

10,331

 

 

 

25.5

%

Underwriting income (loss)

 

$

868

 

 

$

(13,229

)

 

 

(106.6

%)

 

$

7,551

 

 

$

(7,249

)

 

 

(204.2

%)

 

 

 

Quarters Ended

September 30,

 

 

Point

 

 

Nine Months Ended

September 30,

 

 

Point

 

 

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Underwriting Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current accident year

 

 

79.6

%

 

 

186.3

%

 

 

(106.7

)

 

 

63.4

%

 

 

104.0

%

 

 

(40.6

)

Prior accident year

 

 

(25.0

%)

 

 

(6.8

%)

 

 

(18.2

)

 

 

(22.3

%)

 

 

(13.1

%)

 

 

(9.2

)

Calendar year loss ratio

 

 

54.6

%

 

 

179.5

%

 

 

(124.9

)

 

 

41.1

%

 

 

90.9

%

 

 

(49.8

)

Expense ratio

 

 

38.3

%

 

 

35.2

%

 

 

3.1

 

 

 

36.9

%

 

 

32.9

%

 

 

4.0

 

Combined ratio

 

 

92.9

%

 

 

214.7

%

 

 

(121.8

)

 

 

78.0

%

 

 

123.8

%

 

 

(45.8

)

 

(1)

External business only, excluding business assumed from affiliates.

64


GLOBAL INDEMNITY LIMITED

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 in the Company's Reinsurance Operations may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.

 

 

 

Quarters Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Loss ratio excluding the effect of prior accident year (1)

 

 

79.6

%

 

 

186.3

%

 

 

63.4

%

 

 

104.0

%

Effect of prior accident year

 

 

(25.0

%)

 

 

(6.8

%)

 

 

(22.3

%)

 

 

(13.1

%)

Loss ratio (2)

 

 

54.6

%

 

 

179.5

%

 

 

41.1

%

 

 

90.9

%

 

(1)

Non-GAAP measure / ratio

(2)

Most directly comparable GAAP measure / ratio

Premiums

See “Result of Operations” above for a discussion on premiums.

Other Income

The Company recognized a loss of $0.1 million and income of less than $0.1 million for the quarters ended September 30, 2018 and 2017, respectively, and a loss of $0.2 million and income of $0.2 million for the nine months ended September 30, 2018 and 2017, respectively.  Other income is comprised of foreign exchange gains and losses.

Loss Ratio

The current accident year loss ratio improved by 106.7 points  and 40.6 points during the quarter and nine months ended September 30, 2018, respectively, as compared to the same period in 2017.  The decrease is driven by lower loss ratios in the property catastrophe contracts as the third quarter of 2017 was adversely impacted by Hurricanes Harvey, Irma and Maria.

The calendar year loss ratio for the quarter and nine months ended September 30, 2018 includes a decrease of $3.3 million, or 25.0 percentage points, and a decrease of $7.8 million or 22.3 percentage points, respectively, related to reserve development on prior accident years.  The calendar year loss ratio for the quarter and nine months ended September 30, 2017 includes a decrease of $0.8 million, or 6.8 percentage points, and a decrease of $4.1 million, or 13.1 percentage points, respectively, related to reserve development on prior accident years.  Please see Note 6 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 Reinsurance Operations increased by 3.1 points from 35.2% for the quarter ended September 30, 2017 to 38.3% for the quarter ended September 30, 2018.  The expense ratio for the Company’s Reinsurance Operations increased by 4.0 points from 32.9% for the nine months ended September 30, 2017 to 36.9% for the nine months ended September 30, 2018. This was primarily due to the expense ratio for 2017 being lower than it otherwise would have been due to receiving a federal excise tax refund related to prior years of $0.7 million and $1.1 million during the quarter and nine months ended September 30, 2017, respectively.

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GLOBAL INDEMNITY LIMITED

Unallocated Corporate Items

The Company’s investments are managed distinctly according to assets supporting future insurance obligations and assets in excess of those supporting future insurance obligations. Assets supporting insurance obligations are referred to as the Insurance Obligations Portfolio. The Insurance Obligations Portfolio consists of cash and high-quality fixed income investments.  Assets in excess of insurance obligations are referred to as the Surplus Portfolio. The Surplus Portfolio targets higher returns and is comprised of cash, fixed income, common stocks, and alternative investments.

The Insurance Obligations Portfolio has a market value of $780.0 million and the fixed income securities excluding cash have a credit quality of AA- and duration of 3.1 years. The Surplus Portfolio has a market value of $752.3 million and the fixed income securities within have a credit quality of A- and duration of 3.4 years.

The Insurance Obligations Portfolio returned (0.1%) for the nine months ended September 30, 2018 with net investment income of $15.4 million, offset by realized losses of $0.4 million and unrealized losses of $15.6 million. The Surplus Portfolio returned 1.8% for the nine months ended September 30, 2018 with net investment income of $18.7 million, realized gains of $1.2 million offset by unrealized losses of $10.2 million.

Net Investment Income

 

 

 

Quarters Ended

September 30,

 

 

%

 

 

Nine Months Ended

September 30,

 

 

%

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

Change

 

 

2018

 

 

2017

 

 

Change

 

Gross investment income (1)

 

$

12,442

 

 

$

10,807

 

 

 

15.1

%

 

$

36,254

 

 

$

29,816

 

 

 

21.6

%

Investment expenses

 

 

(692

)

 

 

(673

)

 

 

2.8

%

 

 

(2,146

)

 

 

(2,198

)

 

 

(2.4

%)

Net investment income

 

$

11,750

 

 

$

10,134

 

 

 

15.9

%

 

$

34,108

 

 

$

27,618

 

 

 

23.5

%

 

(1)

Excludes realized gains and losses

Gross investment income increased by 15.1% and 21.6% for the quarter and nine months ended September 30, 2018, respectively, as compared to the same period in 2017.  The increase was primarily due to an increase in yield within the fixed maturities portfolio due to extending duration in 2017 and increased returns from alternative investments.

Investment expenses increased by 2.8% for the quarter ended September 30, 2018 and decreased 2.4% for the nine months ended September 30, 2018, respectively, as compared to the same period in 2017.  The increase for the quarter ended was primarily due to increased service fees related to the Company’s equity portfolio during 2018.  The decrease for the nine months ended was primarily due to reduced fees related to the custody of the Company’s investment portfolio during 2018.

At September 30, 2018, the Company held agency mortgage-backed securities with a market value of $35.3 million.  Excluding the agency mortgage-backed securities, the average duration of the Company’s fixed maturities portfolio was 3.2 years as of September 30, 2018 and September 30, 2017.  Including cash and short-term investments, the average duration of the Company’s fixed maturities portfolio, excluding agency mortgage-backed securities, was 3.1 years as of September 30, 2018 and September 30, 2017.  Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration.  At September 30, 2018, the Company’s embedded book yield on its fixed maturities, not including cash, was 3.0% compared with 2.7% at September 30, 2017.  The embedded book yield on the $99.6 million of municipal bonds in the Company’s portfolio, which includes $98.9 million of taxable municipal bonds, was 3.2% at September 30, 2018, compared to an embedded book yield of 3.1% on the Company’s municipal bond portfolio of $117.2 million at September 30, 2017.

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GLOBAL INDEMNITY LIMITED

Net Realized Investment Gains (Losses)

The components of net realized investment gains (losses) for the quarters and nine months ended September 30, 2018 and 2017 were as follows:

 

 

Quarters Ended

September 30,

 

 

Nine Months Ended

September 30,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Common stock

 

$

4,843

 

 

$

289

 

 

$

2,534

 

 

$

2,079

 

Fixed maturities

 

 

(811

)

 

 

134

 

 

 

(1,265

)

 

 

795

 

Interest rate swap

 

 

1,311

 

 

 

(366

)

 

 

6,959

 

 

 

(2,016

)

Other than temporary impairment losses

 

 

(24

)

 

 

(1,020

)

 

 

(395

)

 

 

(1,708

)

Net realized investment gains (losses)

 

$

5,319

 

 

$

(963

)

 

$

7,833

 

 

$

(850

)

 

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 nine months ended September 30, 2018 and 2017.

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 $3.5 million and $4.6 million during the quarters ended September 30, 2018 and 2017, respectively, and $23.7 million and $11.0 million during the nine months ended September 30, 2018 and 2017, respectively.  The decrease in corporate expenses for the quarter ended September 30, 2018 is primarily due to 2017 including $1.1 million in professional fees related to the share redemption.  The increase in corporate expenses for the nine months ended September 30, 2018 is primarily due to incurring an advisory fee related to the co-obligor transaction of $12.5 million.  Of the $12.5 million advisory fee, $6.25 million was incurred in the first quarter of 2018 and an additional $6.25 million was incurred in the second quarter of 2018.  For additional information on the co-obligor transaction, see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report.

Interest Expense

Interest expense increased 1.8% during the quarter ended September 30, 2018 as compared to the same period in 2017.  This increase is primarily due to higher interest rates on the Margin Borrowing Facility.  

Interest expense increased 22.0% during the nine months ended September 30, 2018 as compared to the same period in 2017.  This increase is primarily due to the Company’s $130 million debt offering in March, 2017.

Income Tax Benefit

 

The income tax benefit was $3.3 million for the quarter ended September 30, 2018 compared with income tax benefit of $7.9 million for the quarter ended September 30, 2017.  The decrease in the income tax benefit for the quarter ended September 30, 2018 compared to the quarter ended September 30, 2017 is due to less pretax losses in the U.S. and the change in the U.S. statutory tax rate from 35% to 21% effective January 1, 2018 per the passage of the TCJA .

The income tax benefit was $5.9 million for the nine months ended September 30, 2018 compared with income tax benefit of $13.2 million for the nine months ended September 30, 2017.  The decrease in the income tax benefit for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 is due to the change in the U.S. statutory tax rate from 35% to 21% effective January 1, 2018 upon the passage of the TCJA.

See Note 5 of the notes to the consolidated financial statements in Item 1 of Part I of this report for a comparison of income tax between periods.  

Net Income (Loss)

The factors described above resulted in a net income of $3.7 million and a net loss of $8.9 million for the quarters ended September 30, 2018 and 2017, respectively, and net income of $16.6 million and $13.4 million for the nine months ended September 30, 2018 and 2017, respectively.  

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GLOBAL INDEMNITY LIMITED

Liquidity and Capital Resources

Sources and Uses of Funds

Global Indemnity is a holding company.  Its principal asset is its ownership of the shares of its direct and indirect subsidiaries, including those of its U.S. insurance companies: United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, Penn-Patriot Insurance Company, and American Reliable Insurance Company; and its Reinsurance Operations: Global Indemnity Reinsurance.

Global Indemnity’s short term and long term liquidity needs include the payment of corporate expenses, debt service payments, dividend payments to shareholders, and share repurchases.  In order to meet their short term and long term needs, the Company’s principal sources of cash includes 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, and proceeds from sales and redemptions of investments.  Funds are used principally by these operating subsidiaries to pay claims and operating expenses, to make debt payments, fund margin requirements on interest rate swap agreements, to purchase investments, and to make dividend payments.  In addition, the Company periodically reviews opportunities related to business acquisitions and as a result, liquidity may be needed in the future.

As of September 30, 2018, the Company also had future funding commitments of $39.9 million related to investments.  The timing of commitments related to investments is uncertain.  

The future liquidity of Global Indemnity is dependent on the ability of its subsidiaries to pay dividends.  Global Indemnity’s U.S. insurance companies are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company within the Insurance Operations that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP.  See “Regulation - Statutory Accounting Principles” in Item 1 of Part I of the Company’s 2017 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 19 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2017 Annual Report on Form 10-K for further information on dividend limitations related to the U.S. Insurance Companies.  The U.S. Insurance Companies did not declare or pay any dividends during the quarter or nine months ended September 30, 2018.  

For 2018, the Company believes that Global Indemnity Reinsurance, including distributions it could receive from its subsidiaries, should have sufficient liquidity and solvency to pay dividends.  Global Indemnity Reinsurance is prohibited, without the approval of the Bermuda Monetary Authority (“BMA”), from reducing by 15% or more its total statutory capital as set out in its previous year’s statutory financial statements, and any application for such approval must include such information as the BMA may require.  See “Regulation—Bermuda Insurance Regulation” in Item 1 of Part I of the Company’s 2017 Annual Report on Form 10-K. During the quarter ended September 30, 2018, Global Indemnity Reinsurance’s Board authorized, but did not declare, a dividend in the aggregate amount of up to $50 million which may be declared and paid on or before June 30, 2019 to its parent company, Global Indemnity Limited.  Global Indemnity Reinsurance did not declare or pay any dividends during the quarter ended September 30, 2018 but it did receive a dividend payment from its wholly owned subsidiary, GBLI Barbados, Ltd in the amount of $17.9 million.  During the nine months ended September 30, 2018, Global Indemnity Reinsurance paid a $20.0 million dividend, which was previously declared in 2017, to its parent company, Global Indemnity Limited.

Cash Flows

Sources of operating funds consist primarily of net premiums written and investment income.  Funds are used primarily to pay claims and operating expenses and to purchase investments.

The Company’s reconciliation of net income to cash provided by (used for) operations is generally influenced by the following:

 

the fact that the Company collects premiums, net of commissions, in advance of losses paid;

 

the timing of the Company’s settlements with its reinsurers; and

68


GLOBAL INDEMNITY LIMITED

 

the timing of the Company’s loss payments.

Net cash provided by (used for) operating activities was $45.9 million and ($11.2) million for the nine months ended September 30, 2018 and 2017, respectively.  The increase in operating cash flows of approximately $57.1 million from the prior year was primarily a net result of the following items:

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

Change

 

Net premiums collected

 

$

361,383

 

 

$

323,239

 

 

$

38,144

 

Net losses paid

 

 

(212,957

)

 

 

(202,564

)

 

 

(10,393

)

Underwriting and corporate expenses

 

 

(176,259

)

 

 

(150,012

)

 

 

(26,247

)

Recovery on loss indemnification (1)

 

 

45,045

 

 

 

-

 

 

 

45,045

 

Net investment income

 

 

43,922

 

 

 

27,995

 

 

 

15,927

 

Net federal income taxes paid

 

 

(752

)

 

 

(104

)

 

 

(648

)

Interest paid

 

 

(14,511

)

 

 

(9,738

)

 

 

(4,773

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used for) operating activities (1)

 

$

45,871

 

 

$

(11,184

)

 

$

57,055

 

 

(1)

Excludes a $3.5 million payment related to a purchase price adjustment for American Reliable.  This payment is included in the net cash used in investing activities on the Company’s Consolidated Statement of Cash Flows.  The recovery on loss indemnification, net of the purchase price adjustment, is $41.5 million.  For additional information on the loss indemnification, please see Note 6 of the notes to the consolidated financial statements in Item 1 of Part I of this report.

See the consolidated statement of cash flows in the consolidated financial statements in Item 1 of Part I of this report for details concerning the Company’s investing and financing activities.

Liquidity

The Board of Directors approved a dividend payment of $0.25 per ordinary share to all shareholders of record on the close of business on March 21, 2018, June 22, 2018, and September 27, 2018.  Dividends of $3.5 million were paid on March 29, 2018, June 29, 2018, and October 1, 2018.  

On March 8, 2018, the Company settled its final reserve calculation which resulted in the recovery of $41.5 million in accordance with the Stock Purchase Agreement between Global Indemnity Group, Inc. and American Bankers Insurance Group, Inc. for the purchase of American Reliable.

Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s liquidity during the nine months ended September 30, 2018.  Please see Item 7 of Part II in the Company’s 2017 Annual Report on Form 10-K for information regarding the Company’s liquidity.

Capital Resources

On April 25, 2018 the Company and Global Indemnity Group, Inc., an indirect wholly owned subsidiary of the Company, entered into an agreement pursuant to which Global Indemnity Group, Inc. agreed to become a subordinated co-obligor with respect to the 7.75% subordinated notes due 2045 and the 7.875% subordinated notes due 2047.  Global Indemnity Group, Inc. has agreed to pay all amounts due and payable in respect of the subordinated note obligations, including, without limitation, the payment of principal of and interest on each series of notes.   In consideration for becoming a subordinated co-obligor on the subordinated notes, Global Indemnity Group, Inc. received a promissory note from the Company with a principal amount of $230 million at an interest rate of 7.825% per annum and due on April 15, 2047.  Global Indemnity Group, Inc. assigned the $230 million promissory note from the Company to U.A.I. (Luxembourg) Investment S.à.r.l. as payment on $230 million of the outstanding debt owed to U.A.I. (Luxembourg) Investment S.à.r.l. by Global Indemnity Group, Inc.

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GLOBAL INDEMNITY LIMITED

In July, 2018, U.A.I. (Luxembourg) Investment S.à.r.l. declared and paid a dividend totaling $430.4 million.  The ultimate recipient of this dividend was GBLI (Barbados) Limited.  This dividend was satisfied by the assignment of intercompany note receivables totaling $412.5 million, $11.6 million in accrued interest receivables on the intercompany notes, and $6.3 million in fixed income securities.  The $412.5 million in intercompany notes were then converted into interest free loans. GBLI (Barbados) Limited subsequently declared and paid a dividend to its parent, Global Indemnity Reinsurance, in the amount of $17.9 million which consisted of the accrued interest receivable and fixed income securities.  These transactions all eliminate in consolidation and have no impact on the consolidating financial statements.

Other than the items discussed in the preceding paragraph, there have been no material changes to the Company’s capital resources during the nine months ended September 30, 2018.  Please see Item 7 of Part II in the Company’s 2017 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 2017 Annual Report on Form 10-K for risks, uncertainties and other factors that could cause actual results and experience to differ from those projected.  The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For the quarter ending September 30, 2018, global equities rose for the second straight quarter. Global markets stabilized in the wake of robust US economic data, while political uncertainty and trade concerns weighed on some regions. US-China trade relations remained volatile: US tariffs on approximately US$200 billion of Chinese imports took effect in September, and China promptly retaliated with tariffs on about US$60 billion of US exports. Emerging markets volatility spiked after Turkey’s financial crisis rattled global markets, but receded at the end of the quarter. Oil approached a four-year high amidst global supply uncertainties and strong global growth. On the monetary front, the US Federal Reserve (Fed), the Bank of England, and the Bank of Canada raised interest rates. The European Central Bank (ECB) remained dovish, leaving rates unchanged and reiterating its pledge to keep them low at least until the summer of 2019. Within the S&P 500 Index, all 11 sectors posted positive results for the quarter. Health care stocks performed best, climbing for the second consecutive quarter, led by strength in pharmaceuticals and health care providers and services. Information technology continued to drive the market higher, led by technology hardware, storage and peripherals.

Global fixed income markets posted negative returns in USD terms during the third quarter, while the US fixed income market returns were flat. Global monetary policy turned more hawkish in aggregate during the period. The Fed upgraded its projection for US growth, raised its target interest rate by 25 bps, and forecast four additional rate hikes through the end of next year. The Bank of England and Bank of Canada each hiked rates by 25 bps. Sovereign yields rose across the long end of most developed markets’ yield curves, as trade war concerns lifted inflation expectations. Greater confidence for continued monetary tightening pushed up short-term yields in the US and Canada.

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GLOBAL INDEMNITY LIMITED

The Company’s investment grade fixed income portfolio continues to maintain high quality with an A+ average rating and a duration of 3.1 years. The Insurance Obligations Portfolio has a credit quality of AA- and duration of 3.0 years. The portion of the Surplus Portfolio comprised of cash and fixed income securities has a credit quality of A- and duration of 3.4 years.  Portfolio purchases were focused within investment grade credit and asset backed securities (“ABS”). These purchases were funded primarily through sales of ABS and investment grade credit, as well as maturities and paydowns. During the third quarter, the portfolio’s allocation to investment grade credit increased, while allocations to securitized sectors and cash and equivalents decreased.

There have been no other material changes to the Company’s market risk since December 31, 2017.  Please see Item 7A of Part II in the Company’s 2017 Annual Report on Form 10-K for information regarding the Company’s market risk.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2018.  Based upon that evaluation, and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2018, 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 September 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.  

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GLOBAL INDEMNITY LIMITED

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for risks in amounts that it considers adequate.  However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost.  The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.  

There is a greater potential for disputes with reinsurers who are in runoff.  Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships.  The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.

Item 1A.

Risk Factors

The Company’s results of operations and financial condition are subject to numerous risks and uncertainties described in Item 1A of Part I in the Company’s 2017 Annual Report on Form 10-K, filed with the SEC on March 9, 2018.  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 A ordinary shares as payment for the tax liability incurred upon the vesting of restricted stock.  There were no shares surrendered by the Company’s employees during the quarter ended September 30, 2018.  All A ordinary shares surrendered by the employees by the Company are held as treasury stock and recorded at cost until formally retired.  

Item 3.

Defaults upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None

 

 

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GLOBAL INDEMNITY LIMITED

Item 6.

Exhibits

 

 

 

 

 

 

  31.1+

 

Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

  31.2+

 

Certification of Chief Financial Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

  32.1+

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

  32.2+

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.1+

 

The following financial information from Global Indemnity Limited’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 formatted in XBRL: (i) Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017; (ii) Consolidated Statements of Operations for the quarters and nine months ended September 30, 2018 and 2017;  (iii) Consolidated Statements of Comprehensive Income for the quarters and nine months ended September 30, 2018 and 2017; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2018  and the year ended December 31, 2017; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017; and (vi) Notes to Consolidated Financial Statements.

 

+

Filed or furnished herewith, as applicable.

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GLOBAL INDEMNITY LIMITED

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.

 

 

 

GLOBAL INDEMNITY LIMITED

 

 

Registrant

 

 

 

 

 

November 9, 2018

 

By:

 

/s/ Thomas M. McGeehan

Date: November 9, 2018

 

 

 

Thomas M. McGeehan

 

 

 

 

Chief Financial Officer

 

 

 

 

(Authorized Signatory and Principal Financial and Accounting Officer)

 

74