GLOBAL INDEMNITY GROUP, LLC – 10-K – 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 ofGlobal 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 7 and "Risk Factors" in Item 1A above for more information. You should review "Risk Factors" in Item 1A above 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. Recent Developments
Restructuring
The Company is restructuring its insurance operations in an effort to strengthen its market presence and enhance its focus onGBLI's core Wholesale Commercial and InsurTech products. As a result, the Company is exiting its four brokerage divisions: Professional Liability, Excess Casualty, Environmental, and Middle Market Property. The Company will cease writing new business and existing renewals will be placed in run-off for these four divisions. To support growth in the Company's Commercial Specialty segment and provide capital for business initiatives including share repurchases, a decision was made to reduce writings in its Reinsurance Operations. The Company anticipates that its Reinsurance Operations will comprise a smaller percentage of the Company's overall business prospectively. The restructuring plan was initiated in the fourth quarter of 2022 and is expected to be completed in the first quarter of 2023. The Company incurred restructuring charges of$3.4 million in the fourth quarter of 2022 and$2.1 million in the first quarter of 2023 for a total of$5.5 million . The Company anticipates recurring annual expense savings of$16.0 million beginning in 2023.
Professional Liability, Excess Casualty, Environmental, and Middle Market
Property will be reported in the Exited Lines Segment. Any information
technology initiatives related to business lines within Exited Lines have been
discontinued.
Sale of Renewal Rights related to Farm, Ranch & Stable and Sale of
Reliable Insurance Company
OnAugust 8, 2022 , the Company sold the renewal rights related to its Farm, Ranch & Stable business for policies written on or afterAugust 8, 2022 toEverett Cash Mutual Insurance Company for$30.0 million . The Company retained the unearned premium reserves for business written prior toAugust 8, 2022 .Everett Cash Mutual Insurance Company also acquired the Company's wholly-owned subsidiary,American Reliable Insurance Company , onDecember 31, 2022 for an amount equal to book value, which was$10.0 million , at the time of closing.
Appointment of new Chief Executive Officer
Effective
of
Global Indemnity Group, LLC's Board of Directors appointedJoseph W. Brown as its Chief Executive Officer.Mr. Brown has served as aGlobal Indemnity Group, LLC director sinceDecember 2015 and will remain onGlobal Indemnity Group, LLC's Board of Directors.Mr. Brown has close to 50 years of insurance industry experience, including prior tenures as a Director, Chairman, and Chief Executive Officer of MBIA, Inc. (NYSE: MBI), Chairman of the Board of Safeco, Chairman of theBoard of Talegen Holdings, Inc. , Chairman ofNoblr, Inc. , and President and Chief Executive Officer ofFireman's Fund Insurance Company .
Board of Directors
EffectiveOctober 21, 2022 ,Jason B. Hurwitz rejoinedGlobal Indemnity Group, LLC's Board of Directors.Mr. Hurwitz had previously served onGlobal Indemnity Group, LLC's Board fromSeptember 2017 toJanuary 2022 .Mr. Hurwitz is a partner withOsier Capital LLC , an investment firm focused on insurance and other long-term investments. As a principal and advisor during his career,Mr. Hurwitz completed 28 corporate acquisitions or divestitures totaling over$5 billion and served on the Boards of Directors of eight of these companies.Mr. Hurwitz joinedGlobal Indemnity Group, LLC's Audit Committee. 37 -------------------------------------------------------------------------------- EffectiveNovember 1, 2022 ,Gary Tolman joined the Board of Directors ofGlobal Indemnity Group, LLC pursuant to the Class B Majority Shareholder's rights underGlobal Indemnity Group, LLC's Second Amended and Restated Limited Liability Company Agreement.Mr. Tolman has over 45 years of experience in the property and casualty insurance and reinsurance industry. He was the chief executive officer and co-founder ofNoblr, Inc. and previously served as the chief executive officer and president ofEsurance Holdings, Inc. He also served as the chairman ofAnswer Financial, Inc. and president and treasurer ofTalegen Holdings, Inc. Mr. Tolman spent 15 years at theFireman's Fund Insurance Company , ultimately serving as senior vice president. He previously served on the board of directors of the White Mountains Insurance Group, Ltd. (NYSE: WTM).Mr. Tolman is a member of the Audit Committee. OnNovember 1, 2022 ,James R. Holt , Jr. resigned fromGlobal Indemnity Group, LLC's Board of Directors by providing notice toGlobal Indemnity Group, LLC .Mr. Holt's decision to resign was due to the time demands presented by his primary commercial activities. EffectiveDecember 16, 2022 ,Fred Donner joined the Board of Directors ofGlobal Indemnity Group, LLC pursuant to the Class B Majority Shareholder's rights underGBLI's Second Amended and Restated Limited Liability Company Agreement.Mr. Donner served as the Audit Committee chair and a member of theRisk & Capital Committee of the Board of Directors of Argo Group International Holdings Ltd. (NYSE:ARGO).Mr. Donner has nearly 40 years of insurance industry experience. He previously served as the former Executive Vice President, Enterprise Risk Management forTravelers Insurance Co. ("Travelers") (NYSE: TRV) and Chief Financial Officer for itsBusiness and International Insurance segment from 2014 until his retirement in 2017. Prior to that,Mr. Donner was Traveler's Senior Vice President and Chief Financial Officer of itsPersonal Lines Insurance segment and then the Chief Financial Officer and Chief Operating Officer of itsBusiness Insurance segment. Prior thereto,Mr. Donner served as Executive Vice President and Chief Financial Officer ofRenaissanceRe Ltd. (NYSE: RNR),Bermuda -based international reinsurance company. Prior to that,Mr. Donner served as the National Partner-in-Charge ofKPMG's Insurance Practice.Mr. Donner will serve on the Audit Committee and chair the Nomination, Compensation, and Governance Committee and the Enterprise Risk Management Committee.
Stock Repurchase
OnOctober 21, 2022 ,GBLI announced that it would commence a stock repurchase program beginning in the fourth quarter of 2022. OnJanuary 3, 2023 ,Global Indemnity Group, LLC announced that it had authorized an increase in the aggregate stock purchase program from$32 million , which was authorized onOctober 21, 2022 , to$60 million . The authorization to repurchase will expire onDecember 31, 2027 . The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases may be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, all in compliance withGlobal Indemnity Group, LLC's Insider Trading Policy, theUnited States Securities and Exchange Commission , and other applicable legal requirements. The repurchase program does not obligateGlobal Indemnity Group, LLC to acquire any particular amount of class A common shares, and the repurchase program may be suspended or discontinued at any time atGlobal Indemnity Group, LLC's discretion. ThroughMarch 15, 2023 , the Company repurchased 1,157,082 shares from third parties under this program for an aggregate amount of$28.4 million , or$24.54 per share. As a result of these transactions, book value per share increased by$1.44 per share. Distributions The Board of Directors approved a distribution payment of$0.25 per common share to all shareholders of record on the close of business onMarch 21, 2022 ,June 20, 2022 ,October 4, 2022 , andDecember 23, 2022 . Distributions paid to common shareholders were$14.4 million during the year endedDecember 31, 2022 . In addition, distributions of$0.4 million were paid toGlobal Indemnity Group, LLC's preferred shareholder during the year endedDecember 31, 2022 .
AM Best Rating
AM Best has seven Rating Categories in the AM Best Financial Strength Rating Scale. The categories ranging from best to worst are Superior, Excellent, Good, Fair, Marginal, Weak and Poor. Within each rating category, there are rating notches of plus or minus to show additional gradation of the ratings. OnMay 19, 2022 , AM Best affirmed the financial strength rating of "A" (Excellent) for theU.S. operating subsidiaries ofGlobal Indemnity Group, LLC . 38 --------------------------------------------------------------------------------
Redemption of Debt
OnApril 15, 2022 , the Company redeemed the entire$130 million in aggregate principal amount of the outstanding 7.875% Subordinated Notes due 2047 ("2047 Notes") plus accrued and unpaid interest on the 2047 Notes redeemed to, but not including the Redemption Date ofApril 15, 2022 . As a result of this redemption, the Company no longer has any outstanding debt with third parties. Overview
The Company operates and manages its business through three business segments:
Commercial Specialty, Reinsurance Operations, and Exited Lines.
The Company's Commercial Specialty products are distributed through
approximately 360 wholesale general agent and wholesale broker offices. The
Company's wholesale general agents have limited quoting and binding authority.
Commercial Specialty operates predominantly in the excess and surplus lines
marketplace. Commercial Specialty offers specialty property and casualty
products designed for
offerings.
The Company's Reinsurance Operations provides reinsurance and insurance solutions through brokers and primary writers including insurance and reinsurance companies. It uses its capital capacity to write niche and casualty-focused treaties and business which meet the Company's risk tolerance and return thresholds. Prior to the redomestication, the Company's Reinsurance Operations consisted solely of the operations of Global Indemnity Reinsurance. In connection with the redomestication, Global Indemnity Reinsurance merged intoPenn-Patriot Insurance Company and all of its business was assumed by the Company's existing insurance company subsidiaries. To support growth in the Company's Commercial Specialty segment and provide capital for business initiatives including share repurchases, a decision was made to reduce writings in its Reinsurance Operations. The Company anticipates that its Reinsurance Operations will comprise a smaller percentage of the Company's overall business prospectively. The Company's Exited Lines segment represents lines of business that are no longer being written or are in runoff. Exited Lines includes specialty personal lines property and property and casualty products such as manufactured home, dwelling, motorcycle, watercraft, certain homeowners business, property brokerage, property and catastrophe reinsurance treaties, several smaller casualty lines, and the farm, ranch and equine business. These insurance products were distributed through wholesale general agents, wholesale brokers, and retail agents. The Company derives its revenues primarily from premiums paid on insurance policies that it writes and from income generated by its investment portfolio, net of fees paid for investment management services. The amount of insurance premiums that the Company receives is a function of the amount and type of policies it writes, as well as prevailing market prices. The Company's expenses include losses and loss adjustment expenses, acquisition costs and other underwriting expenses, corporate and other operating expenses, interest, investment expenses, and income taxes. Losses and loss adjustment expenses are estimated by management and reflect the Company's best estimate of ultimate losses and costs arising during the reporting period and revisions of prior period estimates. The Company records its best estimate of losses and loss adjustment expenses considering both internal and external actuarial analyses of the estimated losses the Company expects to incur on the insurance policies it writes. The ultimate losses and loss adjustment expenses will depend on the actual costs to resolve claims. Acquisition costs consist principally of commissions and premium taxes that are typically a percentage of the premiums on the insurance policies the Company writes, net of ceding commissions earned from reinsurers. Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities. Corporate and other operating expenses are comprised primarily of outside legal fees, other professional and accounting fees, directors' fees, management fees & advisory fees, and salaries and benefits for company personnel whose services relate to the support of corporate activities. Interest expense is primarily comprised of amounts due on outstanding debt. Critical Accounting Estimates and Policies The Company's consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. See Note 5 of the notes to consolidated financial statements contained in Item 8 of Part II of this report. Actual results could differ from those estimates and assumptions. 39 --------------------------------------------------------------------------------
The Company believes that of the Company's significant accounting policies, the
following may involve a higher degree of judgment and estimation.
Liability for Unpaid Losses and Loss Adjustment Expenses
Although variability is inherent in estimates, the Company believes that the
liability for unpaid losses and loss adjustment expenses reflects Management's
best estimate for future amounts needed to pay losses and related loss
adjustment expenses and the impact of its reinsurance coverage with respect to
insured events.
In developing losses and loss adjustment expense ("loss" or "losses") reserve
estimates, the Company's actuaries perform detailed reserve analyses each
quarter. To perform the analysis, the data is organized at a "reserve category"
level. A reserve category can be a line of business such as commercial
automobile liability, or it can be a particular type of claim such as
construction defect. The reserves within a reserve category level are
characterized as long-tail or short-tail. For long-tail business, it will
generally be several years between the time the business is written and the time
when all claims are settled. The Company's long-tail exposures include general
liability, professional liability, products liability, commercial automobile
liability, and excess and umbrella. Short-tail exposures include property,
commercial automobile physical damage, and equine mortality. The Company also
reviews assumed reinsurance segments each quarter by treaty and treaty year
which is comprised primarily of long-tailed business. To manage its Insurance
Operations, the Company's insurance products target specific, defined groups of
insureds with customized coverage to meet their needs. The primary business
divisions include Wholesale Commercial and InsurTech. For further discussion
about the Company's business divisions, see "General - Business Segments -
Insurance Operations" in Item 1 of Part I of this report. Each of the Company's
business divisions contain both long-tail and short-tail exposures. Every
reserve category is analyzed by the Company's actuaries each quarter. Management
is responsible for the final determination of loss reserve selections.
In addition to the Company's internal reserve analysis, independent external
actuaries perform a full, detailed review of the reserves annually. The Company
reviews both the internal and external actuarial analyses in determining its
reserve position.
The actuarial methods used to project ultimate losses for both long-tail and
short-tail reserve categories include, but are not limited to, the following:
•Paid Development method;
•
•
Expected Loss Ratio method;
•
Bornhuetter-Ferguson method using premiums and paid loss;
•
Bornhuetter-Ferguson method using premiums and incurred loss; and
•
Average Loss method.
The Paid Development method estimates ultimate losses by reviewing paid loss patterns and applying them to accident years with further expected changes in paid loss. Selection of the paid loss pattern requires analysis of several factors including the impact of inflation on claims costs, the rate at which claims professionals make claim payments and close claims, the impact of judicial decisions, the impact of underwriting changes, the impact of large claim payments, and other factors. Claim cost inflation requires evaluation of changes in the cost of repairing or replacing property, changes in the cost of medical care, changes in the cost of wage replacement, judicial decisions, legislative changes, and other factors. Because this method assumes that losses are paid at a consistent rate, changes in any of these factors can impact the results. Since the method does not rely on case reserves, it is not directly influenced by changes in the adequacy of case reserves. For many reserve categories, paid loss data for recent periods may be too immature or erratic for reliable loss projections. This situation often exists for long-tail exposures. In addition, changes in the factors described above may result in inconsistent payment patterns. Finally, estimating the paid loss pattern subsequent to the most mature point available in the data analyzed often involves considerable uncertainty for long-tail reserve categories.The Incurred Development method is similar to thePaid Development method, but it uses case incurred losses instead of paid losses. Since this method uses more data (case reserves in addition to paid losses) than thePaid Development method, the incurred development patterns may be less variable than paid development patterns. However, selection of the incurred loss pattern requires analysis of all of the factors listed in the description of thePaid Development method. In addition, the 40 -------------------------------------------------------------------------------- inclusion of case reserves can lead to distortions if changes in case reserving practices have taken place and the use of case incurred losses may not eliminate the issues associated with estimating the incurred loss pattern subsequent to the most mature point available. The Expected Loss Ratio method multiplies premiums by an expected loss ratio to produce ultimate loss estimates for each accident year. This method may be useful if loss development patterns are inconsistent, losses emerge very slowly, or there is relatively little loss history from which to estimate future losses. The selection of the expected loss ratio requires analysis of loss ratios from earlier accident years or pricing studies and analysis of inflationary trends, frequency trends, rate changes, underwriting changes, and other applicable factors. The Bornhuetter-Ferguson method using premiums and paid losses is a combination of thePaid Development method and the Expected Loss Ratio method. This method normally determines expected loss ratios similar to the method used for the Expected Loss Ratio method and requires analysis of the same factors described above. The method assumes that only future losses will develop at the expected loss ratio level. The percent of paid loss to ultimate loss implied from thePaid Development method is used to determine what percentage of ultimate loss is yet to be paid. The use of the pattern from thePaid Development method requires consideration of all factors listed in the description of thePaid Development method. The estimate of losses yet to be paid is added to current paid losses to estimate the ultimate loss for each accident year. This method will react very slowly if actual ultimate loss ratios are different from expectations due to changes not accounted for by the Expected Loss Ratio calculation. The Bornhuetter-Ferguson method using premiums and incurred losses is similar to the Bornhuetter-Ferguson method using premiums and paid losses except that it uses case incurred losses. The use of case incurred losses instead of paid losses can result in development patterns that are less variable than paid development patterns. However, the inclusion of case reserves can lead to distortions if changes in case reserving practices have taken place. The method requires analysis of all the factors that need to be reviewed for the Expected Loss Ratio andIncurred Development methods. The Average Loss method multiplies a projected number of ultimate incurred claims by an estimated ultimate average loss for each accident year to produce ultimate loss estimates. Since projections of the ultimate number of claims are often less variable than projections of ultimate loss, this method can provide more reliable results for reserve categories where loss development patterns are inconsistent or too variable to be relied on exclusively. In addition, this method can more directly account for changes in coverage that impact the number and size of claims. However, this method can be difficult to apply to situations where very large claims or a substantial number of unusual claims result in volatile average claim sizes. Projecting the ultimate number of claims requires analysis of several factors including the rate at which policyholders report claims to the Company, the impact of judicial decisions, the impact of underwriting changes, and other factors. Estimating the ultimate average loss requires analysis of the impact of large losses and claim cost trends based on changes in the cost of repairing or replacing property, changes in the cost of medical care, changes in the cost of wage replacement, judicial decisions, legislative changes, and other factors. For many reserve categories, especially those that can be considered long-tail, a particular accident year may not have a sufficient volume of paid losses to produce a statistically reliable estimate of ultimate losses. In such a case, the Company's actuaries typically assign more weight to theIncurred Development method than to thePaid Development method. As claims continue to settle and the volume of paid losses increases, the Company's actuaries may assign additional weight to thePaid Development method. For most of the Company's reserve categories, even the case incurred losses for accident years that are early in the claim settlement process will not be of sufficient volume to produce a reliable estimate of ultimate losses. In these cases, the Company's actuaries will not assign any weight to the Paid andIncurred Development methods and will use the Bornhuetter-Ferguson and Expected Loss Ratio methods. For short-tail exposures, the Paid andIncurred Development methods can often be relied on sooner primarily because the Company's history includes a sufficient number of accident years to cover the entire period over which paid and incurred losses are expected to change. However, the Company's actuaries may also assign weights to the Expected Loss Ratio, Bornhuetter-Ferguson, and Average Loss methods for short-tail exposures when developing estimates of ultimate losses. Generally, reserves for long-tail lines give more weight to the Expected Loss Ratio method in the more recent immature years. As the accident years mature, weight shifts to the Bornhuetter-Ferguson methods and eventually to the Incurred and/orPaid Development method. Claims related to umbrella business are usually reported later than claims for other long-tail lines. For umbrella business, the shift from the Expected Loss Ratio method to the Bornhuetter-Ferguson methods to theLoss Development method may be more protracted than for most long-tailed lines. Reserves for short-tail lines tend to make the shift across methods more quickly than the long-tail lines. 41 --------------------------------------------------------------------------------
For other more complex reserve categories where the above methods may not
produce reliable indications, the Company's actuaries uses additional methods
tailored to the characteristics of the specific situation. Such reserve
categories include losses from construction defect and A&E claims.
For construction defect losses, the Company's actuaries organize losses by the
year in which they were reported to develop an IBNR provision for development on
known cases. To estimate losses from claims that have occurred but have not yet
been reported to the Company ("pure IBNR"), various extrapolation techniques are
applied to the pattern of claims that have been reported to estimate the number
of claims yet to be reported. This process requires analysis of several factors
including the rate at which policyholders report claims to the Company, the
impact of judicial decisions, the impact of underwriting changes, and other
factors. An estimated average claim size is determined from past experience and
applied to the estimated number of unreported claims to estimate reserves for
these claims.
Establishing reserves for A&E and other mass tort claims involves considerably
more judgment than other types of claims due to factors including, but not
limited to, inconsistent court decisions, bankruptcy filings as a result of
asbestos-related liabilities, and judicial interpretations that often expand
theories of recovery and broaden the scope of coverage. The insurance industry
continues to receive a substantial number of asbestos-related bodily injury
claims, with an increasing focus being directed toward other parties, including
installers of products containing asbestos rather than against asbestos
manufacturers. This shift has resulted in significant insurance coverage
litigation implicating applicable coverage defenses or determinations, if any,
including but not limited to, determinations as to whether or not an
asbestos-related bodily injury claim is subject to aggregate limits of liability
found in most comprehensive general liability policies. The Company continues to
closely monitor its asbestos exposure and make adjustments where they are
warranted.
Reserve analyses performed by the Company's internal and external actuaries
result in actuarial point estimates. The results of the detailed reserve reviews
were summarized and discussed with the Company's senior management to determine
management's best estimate of reserves. Management considered many factors in
making this decision. The factors included, but were not limited to, the
historical pattern and volatility of the actuarial indications, the sensitivity
of the actuarial indications to changes in paid and incurred loss patterns, the
consistency of claims handling processes, the consistency of case reserving
practices, changes in the Company's pricing and underwriting, and overall
pricing and underwriting trends in the insurance market.
Management's best estimate at December 31, 2022 was recorded as the loss
reserve. Management's best estimate is as of a particular point in time and is
based upon known facts, the Company's actuarial analyses, current law, and the
Company's judgment. This resulted in carried gross and net reserves of $832.4
million and $759.4 million , respectively, as of December 31, 2022 . A breakout of
the Company's gross and net reserves as of December 31, 2022 is as follows:
Gross Reserves
(Dollars in thousands) Case IBNR (1) Total
Commercial Specialty
Reinsurance Operations 9,419 170,784 180,203
Exited Lines
72,338 81,761 154,099 Total$ 251,073 $ 581,331 $ 832,404 Net Reserves (2)
(Dollars in thousands) Case IBNR (1) Total
Commercial Specialty
Reinsurance Operations 9,419 170,784 180,203
Exited Lines
55,783 76,477 132,260 Total$ 214,103 $ 545,280 $ 759,383 (1) Losses incurred but not reported, including the expected future emergence of case reserves. (2) Does not include reinsurance receivables on paid losses. The Company regularly reviews these estimates and, based on new developments and information, includes adjustments of the estimated ultimate liability in the operating results for the periods in which the adjustments are made. The establishment of losses and loss adjustment expense reserves makes no provision for the possible broadening of coverage by legislative action or judicial interpretation, or the emergence of new types of losses not sufficiently represented in the Company's historical experience or that cannot yet be quantified or estimated. The Company regularly analyzes its reserves and reviews reserving methodologies so that future adjustments to prior accident year reserves can be minimized. However, given the complexity of this process, reserves require continual updates and the ultimate liability may be higher or lower than previously indicated. Changes in estimates for losses and loss adjustment expense reserves are recorded in the period that the 42 -------------------------------------------------------------------------------- change in these estimates is made. See Note 13 to the consolidated financial statements in Item 8 of Part II of this report for details concerning the changes in the estimate for incurred losses and loss adjustment expenses related to prior accident years. The detailed reserve analyses that the Company's internal and external actuaries complete use a variety of generally accepted actuarial methods and techniques to produce a number of estimates of ultimate loss. The Company determines its best estimate of ultimate loss by reviewing the various estimates provided by its actuaries and other relevant information. The reserve estimate is the difference between the estimated ultimate loss and the losses paid to date. The difference between the estimated ultimate loss and the case incurred loss (paid loss plus case reserve) is considered to be IBNR. IBNR calculated as such includes a provision for IBNER, or development on known cases as well as a provision for pure IBNR, or claims that have occurred but have not yet been reported to the Company. In light of the many uncertainties associated with establishing the estimates and making the assumptions necessary to establish reserve levels, the Company reviews its reserve estimates on a regular basis and makes adjustments in the period that the need for such adjustments is determined. The key assumptions fundamental to the reserving process are often different for various reserve categories and accident years. Some of these assumptions are explicit assumptions that are required of a particular method, but most of the assumptions are implicit and cannot be precisely quantified. An example of an explicit assumption is the pattern employed in thePaid Development method. However, the assumed pattern is itself based on several implicit assumptions such as the impact of inflation on medical costs and the rate at which claim professionals close claims. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made. Previous reserve analyses have resulted in the Company's identification of information and trends that have caused it to increase or decrease frequency and severity assumptions in prior periods and could lead to the identification of a need for additional material changes in losses and loss adjustment expense reserves, which could materially affect results of operations, equity, business and insurer financial strength and debt ratings. Factors affecting loss frequency include, but are not limited to, the effectiveness of loss controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include, but are not limited to, changes in policy limits and deductibles, rate of inflation, and judicial interpretations. Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects the Company's ability to accurately predict loss frequency (loss frequencies are more predictable for short-tail lines) as well as the amount of reserves needed for IBNR. If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management's best estimate. For most of its 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$367.3 million for claims occurring during the year endedDecember 31, 2022 : Severity Change (Dollars in thousands) -10% -5% 0% 5% 10% Frequency Change -5%$ (53,258 ) $ (35,812 ) $ (18,365 ) $ (918 ) $ 16,528 -3% (46,647 ) (28,833 ) (11,019 ) 6,795 24,609 -2% (43,341 ) (25,344 ) (7,346 ) 10,652 28,649 -1% (40,036 ) (21,854 ) (3,673 ) 14,508 32,690 0% (36,730 ) (18,365 ) - 18,365 36,730 1% (33,424 ) (14,876 ) 3,673 22,222 40,770 2% (30,119 ) (11,386 ) 7,346 26,078 44,810 3% (26,813 ) (7,897 ) 11,019 29,935 48,851 5% (20,201 ) (918 ) 18,365 37,648 56,931 The Company's net reserves for losses and loss adjustment expenses of$759.4 million as ofDecember 31, 2022 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above. 43 --------------------------------------------------------------------------------
Recoverability of Reinsurance Receivables
The Company regularly reviews the collectability of its reinsurance receivables, and includes adjustments resulting from this review in earnings in the period in which the adjustment arises. An allowance for expected credit losses for reinsurance receivables is recognized based upon the Company's ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, disputes, applicable coverage defenses, insolvent reinsurers, financial strength of solvent reinsurers based on AM Best Ratings and other relevant factors. Changes in loss reserves can also affect the valuation of reinsurance receivables if the change is related to loss reserves that are ceded to reinsurers. Certain amounts may be uncollectible if the Company's reinsurers dispute a loss or if the reinsurer is unable to pay. If its reinsurers do not pay, the Company remains legally obligated to pay the loss. See Note 11 of the notes to consolidated financial statements in Item 8 of Part II of this report for further information surrounding the Company's reinsurance receivable balances and collectability as ofDecember 31, 2022 and 2021. For a listing of the ten reinsurers for which the Company has the largest reinsurance asset amounts as ofDecember 31, 2022 , see "Reinsurance of Underwriting Risk" in Item 1 of Part I of this report.
Investments
The carrying amount of the Company's investments approximates their fair value. The Company regularly performs various analytical valuation procedures with respect to investments, including reviewing each fixed maturity security in an unrealized loss position to determine whether the decline in fair value below amortized cost basis has resulted from a credit loss or other factors, such as changes in interest rates. In assessing whether a credit loss exists, the Company compares the present value of the cash flows expected to be collected from the security to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis of the security, a credit loss exists and an allowance for expected credit losses is recorded. Subsequent changes in the allowances are recorded in the period of change as either credit loss expense or reversal of credit loss expense. Any impairments related to factors other than credit losses or the intent to sell are recorded through other comprehensive income, net of taxes. During its review, the Company considers credit rating, market price, and issuer specific financial information, among other factors, to assess the likelihood of collection of all principal and interest as contractually due. See Note 6 of the notes to consolidated financial statements in Item 8 of Part II of this report for the specific methodologies and significant assumptions used by asset class as well as an analysis of the Company's securities with gross unrealized losses as ofDecember 31, 2022 and 2021.
Fair Value Measurements
The Company categorizes its invested assets and derivative instruments that are accounted for at fair value in the consolidated statements into a fair value hierarchy. The fair value hierarchy is directly related to the amount of subjectivity associated with the inputs utilized to determine the fair value of these assets. The reported value of financial instruments not carried at fair value, principally cash and cash equivalents and margin borrowing facility, approximate fair value. See Note 8 of the notes to the consolidated financial statements in Item 8 of Part II of this report for further information about the fair value hierarchy and the Company's assets that are accounted for at fair value.
The Company tests for impairment of goodwill at least annually and more
frequently as circumstances warrant in accordance with applicable accounting
guidance. Accounting guidance allows for the testing of goodwill for impairment
using both qualitative and quantitative factors. Impairment of goodwill is
recognized only if the carrying amount of the reporting unit, including
goodwill, exceeds the fair value of the reporting unit. The amount of the
impairment loss would be equal to the excess carrying value of the goodwill over
the implied fair value of the reporting unit goodwill.
Impairment of intangible assets with indefinite useful lives is tested at least
annually and more frequently as circumstances warrant in accordance with
applicable accounting guidance. Accounting guidance allows for the testing of
intangible assets for impairment using both qualitative and quantitative
factors. Impairment of indefinite lived intangible assets is recognized only if
the carrying amount of the intangible assets exceeds the fair value of said
assets. The amount of the impairment loss would be equal to the excess carrying
value of the assets over the fair value of said assets.
Intangible assets that are not deemed to have an indefinite useful life are
amortized over their estimated useful lives. The carrying amounts of definite
lived intangible assets are regularly reviewed for indicators of impairment in
accordance with applicable accounting guidance. Impairment is recognized only if
the carrying amount of the intangible asset is in excess of its undiscounted
projected cash flows. The impairment is measured as the difference between the
carrying amount and the estimated fair value of the asset.
44
--------------------------------------------------------------------------------
See Note 9 of the notes to the consolidated financial statements in Item 8 of
Part II of this report for more details concerning the Company's goodwill and
intangible assets as well as the result of its impairment testing.
Deferred Acquisition Costs
The costs of acquiring new and renewal insurance and reinsurance contracts primarily include commissions, premium taxes and certain other costs that are directly related to the successful acquisition of new and renewal insurance and reinsurance contracts. The excess of the Company's costs of acquiring new and renewal insurance and reinsurance contracts over the related ceding commissions earned from reinsurers is capitalized as deferred acquisition costs and amortized over the period in which the related premiums are earned. In accordance with accounting guidance for insurance enterprises, the method followed in computing such amounts limits them to amounts recoverable from premium to be earned, related investment income, losses and loss adjustment expenses, and certain other costs expected to be incurred as the premium is earned. A premium deficiency is recognized if the sum of expected losses and loss adjustment expenses and unamortized acquisition costs exceeds related unearned premium. This evaluation is done at a distribution and product line level for Insurance Operations and Exited Lines and at a treaty level for Reinsurance Operations. Any future expected loss on the related unearned premium is recorded first by impairing the unamortized acquisition costs on the related unearned premium followed by an increase to losses and loss adjustment expense reserves on additional expected loss in excess of unamortized acquisition costs. The Company calculates deferred acquisition costs for Insurance Operations and Exited Lines separately by distribution lines and for its Reinsurance Operations separately for each treaty. Taxation The Company provides for income taxes in accordance with applicable accounting guidance. The Company's deferred tax assets and liabilities primarily result from temporary differences between the amounts recorded in the consolidated financial statements and the tax basis of the Company's assets and liabilities. At each balance sheet date, management assesses the need to establish a valuation allowance that reduces deferred tax assets when it is more likely than not that all, or some portion, of the deferred tax assets will not be realized. A valuation allowance would be based on all available information including the Company's assessment of uncertain tax positions and projections of future taxable income from each tax-paying component in each jurisdiction, principally derived from business plans and available tax planning strategies. As ofDecember 31, 2022 , the Company had a deferred tax asset of approximately$10.6 million related to net unrealized losses on a fixed maturity available for sale securities. In the assessment of the future realizability of this deferred tax asset, management considered tax planning strategies and concluded that unrealized losses were caused by factors other than credit loss, and the Company have the intent and ability to hold these securities to recovery and collect all of the contractual cash flows. There are no valuation allowances as ofDecember 31, 2022 and 2021. The deferred tax asset balance is analyzed regularly by management. This assessment requires significant judgment and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of carryforward periods, and tax planning strategies and/or actions. Based on these analyses, the Company has determined that its deferred tax asset is recoverable. Projections of future taxable income incorporate several assumptions of future business and operations that are apt to differ from actual experience. If, in the future, the Company's assumptions and estimates that resulted in the forecast of future taxable income for each tax-paying component prove to be incorrect, a valuation allowance may be required. This could have a material adverse effect on the Company's financial condition, results of operations, and liquidity. The Company applies a more likely than not recognition threshold for all tax uncertainties, only allowing the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by relevant taxing authorities. Please see Note 12 of the notes to the consolidated financial statements in Item 8 of Part II of this report for a discussion of the Company's tax uncertainties.
Leases
The Company determines if an arrangement is a lease at inception. Leases with a
term of 12 months or less are not recorded on the consolidated balance sheets.
Lease right-of-use assets ("ROU") and lease liabilities are included on the
consolidated balance sheets.
45
--------------------------------------------------------------------------------
Lease ROU assets and lease liabilities are recognized based on the present value
of the future minimum lease payments over the lease term at the commencement
date. The Company's leases do not provide an implicit rate; therefore, the
Company uses its incremental borrowing rate at the commencement date in
determining the present value of future payments. The ROU asset is calculated
using the initial lease liability amount, plus any lease payments made at or
before the commencement date, minus any lease incentives received, plus any
initial direct costs incurred. Lease expenses for minimum lease payments are
recognized on a straight-line basis over the lease term.
The Company's lease agreements may contain both lease and non-lease components
which are accounted separately. The Company elected the practical expedient on
not separating lease components from non-lease components for its equipment
leases.
Rental income derived from subleases are recognized on a straight-line basis
over the operating lease term.
46
--------------------------------------------------------------------------------
Business Segments
The Company manages its business through two ongoing business segments:
Commercial Specialty and Reinsurance Operations. The Commercial Specialty
segment comprises the Company's Insurance Operations, which currently includes
the operations of United National Insurance Company , Diamond State Insurance
Company , Penn-America Insurance Company , Penn-Star Insurance Company ,
Penn-Patriot Insurance Company , American Insurance Adjustment Agency, Inc. ,
Collectibles Insurance Services, LLC , Global Indemnity Insurance Agency, LLC ,
and J.H. Ferguson & Associates, LLC . Prior to the redomestication, the Company's
Reinsurance Operations consisted solely of the operations of Global Indemnity
Reinsurance. In connection with the redomestication, Global Indemnity
Reinsurance merged into Penn-Patriot Insurance Company and all of its business
was assumed by the Company's existing insurance company subsidiaries. In
addition, the Company also has an Exited Lines segment that contains lines of
business that are no longer being written or are in runoff.
The Company evaluates the performance of these segments based on gross and net
written premiums, revenues in the form of net earned premiums, and expenses in
the form of (1) net losses and loss adjustment expenses, (2) acquisition costs,
and (3) other underwriting expenses.
During the fourth quarter of 2022, the Company decided to restructure its
insurance operations in an effort to strengthen its market presence and enhance
its focus on GBLI's core Wholesale Commercial and InsurTech products. As a
result, the Company will be exiting its four brokerage divisions: Professional
Liability, Excess Casualty, Environmental, and Middle Market Property. The
Company will cease writing new business and existing renewals will be placed in
run-off for these four divisions. On August 8, 2022 , the Company sold the
renewal rights related to its Farm, Ranch & Stable business for policies written
on or after August 8, 2022 to Everett Cash Mutual Insurance Company . During the
2nd quarter of 2022, the Company decided that Farm, Ranch & Stable would not be
a core business and a decision was made to not allocate additional resources to
this segment. Previously, on October 26, 2021 , the Company sold the renewal
rights related to its manufactured and dwelling homes business which were part
of the Specialty Property segment. In 2021, the Company decided to cease writing
certain Property Brokerage business which was part of the Commercial Specialty
segment, as well as exit certain property and catastrophe lines within the
Reinsurance Operations segment. In the fourth quarter of 2022, the Company also
decided it will reduce writings within its Reinsurance Operations segment. Based
on the decisions to exit or downsize these lines of business, the Company
changed the way it manages and analyzes its operating results. The chief
operating decision makers decided they will be reviewing the specific results of
the Exited Lines in a separate segment. The chief operating decision makers also
determined that the small amount of specialty property business that remained
from the Specialty Property segment would be included as a product offering in
the Commercial Specialty segment for purpose of reviewing results and allocating
resources. Several smaller reinsurance treaties have also been reclassified from
Reinsurance to Commercial Specialty. The Reinsurance Operations segment writes
casualty treaties as well as individual excess policies. Accordingly, the
Company has three reportable segments: Commercial Specialty, Reinsurance
Operations, and Exited Lines. Management believes these segments allow users of
the Company's financial statements to better understand the Company's
performance, better assess prospects for future net cash flows, and make more
informed judgments about the Company as a whole. The segment results for the
years ended December 31, 2021 and 2020 have been revised to reflect these
changes.
See "Business Segments" in Item 1 of Part I of this report for a description of
the Company's segments.
47
--------------------------------------------------------------------------------
Results of Operations
The following table summarizes the Company's results for the years ended
Years Ended Years Ended
December 31, % December 31, %
(Dollars in thousands) 2022 2021 Change 2021 2020 Change
Gross written premiums $ 727,603 $ 682,122 6.7 % $ 682,122 $ 606,603 12.4 %
Net written premiums $ 591,331 $ 580,068 1.9 % $ 580,068 $ 548,167 5.8 %
Net earned premiums $ 602,471 $ 595,610 1.2 % $ 595,610 $ 567,699 4.9 %
Other income 1,462 1,815 (19.4 %) 1,815 2,038 (10.9 %)
Total revenues 603,933 597,425 1.1 % 597,425 569,737 4.9 %
Losses and expenses:
Net losses and loss
adjustment expenses 359,228 384,964 (6.7 %) 384,964 336,201 14.5 %
Acquisition costs and other
underwriting expenses 236,381 222,841 6.1 % 222,841 215,607 3.4 %
Underwriting income (loss) 8,324 (10,380 ) (180.2 %) (10,380 ) 17,929 (157.9 %)
Net investment income 27,627 37,020 (25.4 %) 37,020 28,392 30.4 %
Net realized investment
gains (losses) (32,929 ) 15,887 NM 15,887 (14,662 ) (208.4 %)
Other income 29,903 27,936 7.0 % 27,936 80 NM
Corporate and other
operating expenses (24,421 ) (27,179 ) (10.1 %) (27,179 ) (41,998 ) (35.3 %)
Interest expense (3,004 ) (10,481 ) (71.3 %) (10,481 ) (15,792 ) (33.6 %)
Loss on extinguishment of
debt (3,529 ) - NM - (3,060 ) NM
Income (loss) before income
taxes 1,971 32,803 (94.0 %) 32,803 (29,111 ) (212.7 %)
Income tax (expense)
benefit (2,821 ) (3,449 ) (18.2 %) (3,449 ) 8,105 (142.6 %)
Net income (loss) $ (850 ) $ 29,354 (102.9 %) $ 29,354 $ (21,006 ) (239.7 %)
Underwriting Ratios:
Loss ratio (1) 59.6 % 64.7 % 64.7 % 59.2 %
Expense ratio (2) 39.2 % 37.4 % 37.4 % 38.0 %
Combined ratio (3) 98.8 % 102.1 % 102.1 % 97.2 %
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 earned
premiums.
(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 earned premiums.
(3)
The combined ratio is a GAAP financial measure and is the sum of the Company's
loss and expense ratios.
48
--------------------------------------------------------------------------------
Selected Financial Data by Business Segment
The following table summarizes selected financial data by business segment.
Years Ended December 31,
(Dollars in thousands) 2022 2021 2020 2019 2018
Gross written premiums (1)
Commercial Specialty $ 401,025 $ 373,552 $ 310,354 $ 280,472 $ 221,869
Reinsurance Operations (3) 158,711 103,690 55,616 34,837 6,915
Continuing Lines 559,736 477,242 365,970 315,309 228,784
Exited Lines 167,867 204,880 240,633 321,552 319,113
Total gross written premiums $ 727,603 $ 682,122 $ 606,603 $ 636,861 $ 547,897
Ceded premiums written
Commercial Specialty $ 17,343 $ 20,447 $ 21,609 $ 19,998 $ 15,873
Reinsurance Operations (3) - - - - -
Continuing Lines 17,343 20,447 21,609 19,998 15,873
Exited Lines 118,929 81,607 36,827 54,774 59,477
Total ceded premiums written $ 136,272 $ 102,054 $ 58,436 $ 74,772 $ 75,350
Net written premiums (2)
Commercial Specialty $ 383,682 $ 353,105 $ 288,745 $ 260,474 $ 205,996
Reinsurance Operations (3) 158,711 103,690 55,616 34,837 6,915
Continuing Lines 542,393 456,795 344,361 295,311 212,911
Exited Lines 48,938 123,273 203,806 266,778 259,636
Total net written premiums $ 591,331 $ 580,068 $ 548,167 $ 562,089 $ 472,547
Net earned premiums
Commercial Specialty $ 377,953 $ 331,503 $ 277,892 $ 234,064 $ 197,085
Reinsurance Operations (3) 141,287 76,663 46,105 19,154 6,172
Continuing Lines 519,240 408,166 323,997 253,218 203,257
Exited Lines 83,231 187,444 243,702 272,044 264,518
Total net earned premiums $ 602,471 $ 595,610 $ 567,699 $ 525,262 $ 467,775
Underwriting income (loss)
Commercial Specialty $ 12,122 $ 9,478 $ 35,712 $ 41,718 $ 14,163
Reinsurance Operations (3) 4,099 1,806 1,430 3,061 (490 )
Continuing Lines 16,221 11,284 37,142 44,779 13,673
Exited Lines (7,897 ) (21,664 ) (19,213 ) (1,506 ) (69,577 )
Total underwriting income (loss) $ 8,324 $ (10,380 ) $ 17,929 $ 43,273 $ (55,904 )
(1)
Gross written premiums represent the amount received or to be received for
insurance policies written without reduction for reinsurance costs or other
deductions.
(2)
Net written premiums equal gross written premiums less ceded premiums written.
(3)
External business only, excluding business assumed from affiliates.
49
--------------------------------------------------------------------------------
Years Ended December 31,
Loss ratio 2022 2021 2020 2019 2018
Commercial Specialty 59.6 % 61.0 % 50.5 % 41.4 % 51.9 %
Reinsurance Operations 60.4 % 62.7 % 62.3 % 56.8 % 90.3 %
Continuing Lines 59.9 % 61.3 % 52.2 % 42.5 % 53.0 %
Exited Lines 58.2 % 71.9 % 68.6 % 61.6 % 85.8 %
Total loss ratio 59.6 % 64.7 % 59.2 % 52.5 % 71.5 %
Expense ratio
Commercial Specialty 37.4 % 36.5 % 36.9 % 41.2 % 41.3 %
Reinsurance Operations 36.6 % 34.8 % 35.0 % 26.5 % 14.2 %
Continuing Lines 37.2 % 36.2 % 36.7 % 40.1 % 40.5 %
Exited Lines 51.9 % 40.2 % 39.7 % 39.3 % 41.0 %
Total expense ratio 39.2 % 37.4 % 38.0 % 39.7 % 40.8 %
Combined ratio
Commercial Specialty 97.0 % 97.5 % 87.4 % 82.6 % 93.2 %
Reinsurance Operations 97.0 % 97.5 % 97.3 % 83.3 % 104.5 %
Continuing Lines 97.1 % 97.5 % 88.9 % 82.6 % 93.5 %
Exited Lines 110.1 % 112.1 % 108.3 % 100.9 % 126.8 %
Total combined ratio 98.8 % 102.1 % 97.2 % 92.2 % 112.3 %
Premiums
The following table summarizes the change in premium volume by business segment:
Years Ended Years Ended
December 31, % December 31, %
(Dollars in thousands) 2022 2021 Change 2021 2020 Change
Gross written premiums (1) Commercial Specialty$ 401,025 $ 373,552 7.4 %$ 373,552 $ 310,354 20.4 % Reinsurance Operations (3) 158,711 103,690 53.1 % 103,690 55,616 86.4 % Continuing Lines 559,736 477,242 17.3 % 477,242 365,970 30.4 % Exited Lines 167,867 204,880 (18.1 %) 204,880 240,633 (14.9 %) Total gross written premiums$ 727,603 $ 682,122 6.7 %$ 682,122 $ 606,603 12.4 % Ceded premiums written Commercial Specialty$ 17,343 $ 20,447 (15.2 %)$ 20,447 $ 21,609 (5.4 %) Reinsurance Operations (3) - - - - - - Continuing Lines 17,343 20,447 (15.2 %) 20,447 21,609 (5.4 %) Exited Lines 118,929 81,607 45.7 % 81,607 36,827 121.6 % Total ceded premiums written$ 136,272 $ 102,054 33.5 %$ 102,054 $ 58,436 74.6 % Net written premiums (2) Commercial Specialty$ 383,682 $ 353,105 8.7 %$ 353,105 $ 288,745 22.3 % Reinsurance Operations (3) 158,711 103,690 53.1 % 103,690 55,616 86.4 % Continuing Lines 542,393 456,795 18.7 % 456,795 344,361 32.7 % Exited Lines 48,938 123,273 (60.3 %) 123,273 203,806 (39.5 %) Total net written premiums$ 591,331 $ 580,068 1.9 %$ 580,068 $ 548,167 5.8 % Net earned premiums Commercial Specialty$ 377,953 $ 331,503 14.0 %$ 331,503 $ 277,892 19.3 % Reinsurance Operations (3) 141,287 76,663 84.3 % 76,663 46,105 66.3 % Continuing Lines 519,240 408,166 27.2 % 408,166 323,997 26.0 % Exited Lines 83,231 187,444 (55.6 %) 187,444 243,702 (23.1 %) Total net earned premiums$ 602,471 $ 595,610 1.2 %$ 595,610 $ 567,699 4.9 % (1) Gross written premiums represent the amount received or to be received for insurance policies written without reduction for reinsurance costs or other deductions. (2) Net written premiums equal gross written premiums less ceded premiums written. (3) External business only, excluding business assumed from affiliates. Gross written premiums increased by 6.7% for year endedDecember 31, 2022 as compared to 2021. The increase in gross written premiums is mainly due to the continued growth of existing wholesale agent relationships and increased pricing from 50 -------------------------------------------------------------------------------- both rate and exposure growth within Commercial Specialty and the organic growth of existing casualty treaties within Reinsurance Operations. This increase was partially offset by actions taken within Commercial Specialty to improve underwriting results by not renewing underperforming business as well as a reduction in premiums within Exited Lines. Gross written premiums increased by 12.4% for year endedDecember 31, 2021 as compared to 2020. The increase in gross written premiums is mainly due to the continued growth from existing wholesale agent relationships, increased pricing, and several new wholesale agent relationships within Commercial Specialty as well as the organic growth of an existing casualty treaty within Reinsurance Operations. This growth in premiums was partially offset by the reduction of premiums within Exited Lines due to reducing catastrophe exposed business, reduction in business not providing an adequate return on capital, and the non-renewal of the Company's property catastrophe treaties. To support growth in the Company's Commercial Specialty segment and provide capital for business initiatives including share repurchases, a decision was made to reduce writings in its Reinsurance Operations. The Company anticipates that its Reinsurance Operations will comprise a smaller percentage of the Company's overall business prospectively.
Net Retention
The ratio of net written premiums to gross written premiums is referred to as
the Company's net premium retention. The Company's net premium retention is
summarized by segments as follows:
Years Ended Years Ended
December 31, December 31,
(Dollars in thousands) 2022 2021 Change 2021 2020 Change
Commercial Specialty 95.7 % 94.5 % 1.2 94.5 % 93.0 % 1.5
Reinsurance 100.0 % 100.0 % - 100.0 % 100.0 % -
Continuing Lines 96.9 % 95.7 % 1.2 95.7 % 94.1 % 1.6
Exited Lines 29.2 % 60.2 % (31.0 ) 60.2 % 84.7 % (24.5 )
Total 81.3 % 85.0 % (3.7 ) 85.0 % 90.4 % (5.4 )
The net premium retention for the year ended December 31, 2022 decreased by 3.7
points as compared to 2021. The reduction in retention is primarily due to all
of the Company's manufactured and dwelling homes policies, except for Florida
and Louisiana which are in run-off, were ceded to American Family Mutual
Insurance Company in 2022 and all policies written with an effective date of
August 8, 2022 and later within the Company's Farm , Ranch & Stable business were
ceded to Everett Cash Mutual Insurance Company . See Note 3 of the notes to the
consolidated financial statements in Item 8 of Part II of this report for
additional information on the sale of renewal rights related to the Company's
manufactured and dwelling homes business and the Company's Farm , Ranch & Stable
business.
The net premium retention for the year ended December 31, 2021 decreased by 5.4
points as compared to 2020. This decrease is primarily due to ceding the
majority of the manufactured home and dwelling policies that were in force on
November 30, 2021 .
Net Earned Premiums
Net earned premiums within the Commercial Specialty segment increased by 14.0%
for the year ended December 31, 2022 as compared to the same period in 2021. The
increase in net earned premiums was primarily due to a growth in premiums
written as a result of organic growth from existing agents and pricing
increases. Property net earned premiums were $143.1 million and $139.6 million
for the years ended December 31, 2022 and 2021, respectively. Casualty net
earned premiums were $234.9 million and $191.9 million for the years ended
December 31, 2022 and 2021, respectively.
Net earned premiums within the Commercial Specialty segment increased by 19.3%
for the year ended December 31, 2021 as compared to the same period in 2020. The
increase in net earned premiums was primarily due to a growth in premiums
written as a result of organic growth from existing agents, pricing increases,
and several new wholesale agent relationships. Property net earned premiums were
$139.6 million and $122.9 million for the years ended December 31, 2021 and
2020, respectively. Casualty net earned premiums were $191.9 million and $155.0
million for the years ended December 31, 2021 and 2020, respectively.
51
--------------------------------------------------------------------------------
Net earned premiums within the Reinsurance Operations segment increased by 84.3%
for the year ended December 31, 2022 as compared to the same period in 2021
primarily due to organic growth of existing casualty treaties. Casualty net
earned premiums were $141.3 million and $76.7 million for the years ended
December 31, 2022 and 2021, respectively. There was no property net earned
premiums for the years ended December 31, 2022 and 2021. To support growth in
the Company's Commercial Specialty segment and provide capital for business
initiatives including share repurchases, a decision was made to reduce writings
in its Reinsurance Operations. The Company anticipates that its Reinsurance
Operations will comprise a smaller percentage of the Company's overall business
prospectively.
Net earned premiums within the Reinsurance Operations segment increased by 66.3%
for the year ended December 31, 2021 as compared to the same period in 2020
primarily due to organic growth of an existing casualty treaty. Casualty net
earned premiums were $76.7 million and $46.1 million for the years ended
December 31, 2020 and 2019, respectively. There was no property net earned
premiums for the years ended December 31, 2021 and 2020.
Net earned premiums within the Exited Lines segment decreased by 55.6% for the
year ended December 31, 2022 as compared to the same period in 2021 primarily
due to the sale of the renewal rights related to the Company's manufactured and
dwelling homes business on October 26, 2021 and the sale of renewal rights
related to the Company's Farm , Ranch & Stable business on August 8, 2022 . The
decrease in net earned premiums is also due to exiting lines of business
unrelated to the company's continuing businesses. Property net earned premiums
were $63.9 million and $163.4 million for the years ended December 31, 2022 and
2021, respectively. Casualty net earned premiums were $19.3 million and $24.1
million for the years ended December 31, 2022 and 2021, respectively.
Net earned premiums within the Exited Lines segment decreased by 23.1% for the
year ended December 31, 2021 as compared to the same period in 2020 primarily
due to a continued reduction of catastrophe exposed business, a reduction in
business not providing an adequate return on capital, and the non-renewal of the
Company's property catastrophe treaties. Property net earned premiums were
$163.4 million and $214.9 million for the years ended December 31, 2021 and
2020, respectively. Casualty net earned premiums were $24.1 million and $28.8
million for the years ended December 31, 2021 and 2020, respectively.
Underwriting Results
Commercial Specialty
The components of income from the Company's Commercial Specialty segment and
corresponding underwriting ratios are as follows:
Years Ended Years Ended
December 31, % December 31, %
(Dollars in thousands) 2022 2021 Change 2021 2020 Change
Gross written premiums $ 401,025 $ 373,552 7.4 % $ 373,552 $ 310,354 20.4 %
Net written premiums $ 383,682 $ 353,105 8.7 % $ 353,105 $ 288,745 22.3 %
Net earned premiums $ 377,953 $ 331,503 14.0 % $ 331,503 $ 277,892 19.3 %
Other income $ 1,029 $ 1,028 0.1 % $ 1,028 $ 888 15.8 %
Total revenues 378,982 332,531 14.0 % 332,531 278,780 19.3 %
Losses and expenses:
Net losses and loss adjustment
expenses 225,389 202,176 11.5 % 202,176 140,388 44.0 %
Acquisition costs and other
underwriting expenses 141,471 120,877 17.0 % 120,877 102,680 17.7 %
Underwriting income $ 12,122 $ 9,478 27.9 % $ 9,478 $ 35,712 (73.5 %)
Years Ended Years Ended
December 31, Point December 31, Point
2022 2021 Change 2021 2020 Change
Underwriting Ratios:
Loss ratio:
Current accident year 60.0 % 60.5 % (0.5 ) 60.5 % 59.0 % 1.5
Prior accident year (0.4 %) 0.5 % (0.9 ) 0.5 % (8.5 %) 9.0
Calendar year loss ratio 59.6 % 61.0 % (1.4 ) 61.0 % 50.5 % 10.5
Expense ratio 37.4 % 36.5 % 0.9 36.5 % 36.9 % (0.4 )
Combined ratio 97.0 % 97.5 % (0.5 ) 97.5 % 87.4 % 10.1
52
--------------------------------------------------------------------------------
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 Specialty segment 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.
Years Ended December 31,
2022 2021 2020
Loss Loss Loss
Losses Ratio Losses Ratio Losses Ratio
Property
Non catastrophe property
losses and ratio excluding
the effect of prior accident
year (1) $ 73,054 51.1 % $ 65,556 47.0 % $ 53,951 43.9 %
Effect of prior accident year (3,608 ) (2.5 %) 1,703 1.2 % (1,124 ) (0.9 %)
Non catastrophe property
losses and ratio (2) $ 69,446 48.6 % $ 67,259 48.2 % $ 52,827 43.0 %
Catastrophe losses and ratio
excluding the effect of prior
accident year (1) $ 10,979 7.7 % $ 19,404 13.9 % $ 23,621 19.2 %
Effect of prior accident year 504 0.4 % 181 0.1 % 1,064 0.9 %
Catastrophe losses and ratio
(2) $ 11,483 8.1 % $ 19,585 14.0 % $ 24,685 20.1 %
Total property losses and
ratio excluding the effect of
prior accident year (1) $ 84,033 58.8 % $ 84,960 60.9 % $ 77,572 63.1 %
Effect of prior accident year (3,104 ) (2.1 %) 1,884 1.3 % (60 ) (0.0 %)
Total property losses and
ratio (2) $ 80,929 56.7 % $ 86,844 62.2 % $ 77,512 63.1 %
Casualty
Total Casualty losses and
ratio excluding the effect of
prior accident year (1) $ 142,800 60.8 % $ 115,646 60.3 % $ 86,305 55.7 %
Effect of prior accident year 1,660 0.7 % (314 ) (0.2 %) (23,429 ) (15.1 %)
Total Casualty losses and
ratio (2) $ 144,460 61.5 % $ 115,332 60.1 % $ 62,876 40.6 %
Total
Total net losses and loss
adjustment expense and total
loss ratio excluding the
effect of prior accident year
(1) $ 226,833 60.0 % $ 200,606 60.5 % $ 163,877 59.0 %
Effect of prior accident year (1,444 ) (0.4 %) 1,570 0.5 % (23,489 ) (8.5 %)
Total net losses and loss
adjustment expense and total
loss ratio (2) $ 225,389 59.6 % $ 202,176 61.0 % $ 140,388 50.5 %
(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
ended
comprised of fee income.
53 --------------------------------------------------------------------------------
Loss Ratio
The current accident year losses and loss ratio is summarized as follows:
Years Ended Years Ended
December 31, % December 31, %
(Dollars in thousands) 2022 2021 Change 2021 2020 Change
Property losses
Non-catastrophe $ 73,054 $ 65,556 11.4 % $ 65,556 $ 53,951 21.5 %
Catastrophe 10,979 19,404 (43.4 %) 19,404 23,621 (17.9 %)
Property losses 84,033 84,960 (1.1 %) 84,960 77,572 9.5 %
Casualty losses 142,800 115,646 23.5 % 115,646 86,305 34.0 %
Total accident year losses $ 226,833 $ 200,606 13.1 % $ 200,606 $ 163,877 22.4 %
Years Ended Years Ended
December 31, Point December 31, Point
2022 2021 Change 2021 2020 Change
Current accident year loss ratio:
Property
Non-catastrophe 51.1 % 47.0 % 4.1 47.0 % 43.9 % 3.1
Catastrophe 7.7 % 13.9 % (6.2 ) 13.9 % 19.2 % (5.3 )
Property loss ratio 58.8 % 60.9 % (2.1 ) 60.9 % 63.1 % (2.2 )
Casualty loss ratio 60.8 % 60.3 % 0.5
60.3 % 55.7 % 4.6
Total accident year loss ratio 60.0 % 60.5 % (0.5 ) 60.5 % 59.0 % 1.5
The current accident year property non-catastrophe loss ratio for 2022 increased by 4.1 points compared to 2021 primarily due to higher claims severity resulting from inflation and other factors. The current accident year property non-catastrophe loss ratio for 2021 increased by 3.1 points compared to 2020 primarily due to higher claims severity resulting from inflation and other factors. The current accident year property catastrophe loss ratio for 2022 improved by 6.2 points compared to 2021 due to lower claims frequency and severity as a result of taking underwriting actions to reduce catastrophe exposure. The current accident year property catastrophe loss ratio for 2021 improved by 5.3 points compared to 2020 due to lower claims frequency. The current accident year casualty loss ratio for 2022 increased by 0.5 points compared to 2021 due to higher claims severity resulting from inflation and other factors. The current accident year casualty loss ratio for 2021 increased by 4.6 points compared to 2020 due to higher claims frequency. The calendar year loss ratio for the years endedDecember 31, 2022 , 2021, and 2020 includes a decrease of$1.4 million , or 0.4%, an increase of$1.6 million or 0.5%, and a decrease of$23.5 million or 8.5%, respectively, related to reserve development on prior accident years. Please see Note 13 of the notes to the consolidated financial statements in Item 8 of Part II of this report for further discussion on prior accident year development.
Expense Ratios
The expense ratio increased 0.9 points from 36.5% for 2021 to 37.4% for 2022
primarily due to higher compensation cost.
The expense ratio improved 0.4 points from 36.9% for 2020 to 36.5% for 2021
primarily due to higher earned premiums.
COVID-19
COVID-19 could result in declines in business, non-payment of premiums, and
increases in claims that could adversely affect Commercial Specialty's business,
financial condition, and results of operation.
There is risk that legislation could be passed or there could be a court ruling
which would require the Company to cover business interruption claims regardless
of terms, exclusions including the virus exclusions contained within the
Company's Commercial Specialty policies, or other conditions included in these
policies that would otherwise preclude coverage.
54
--------------------------------------------------------------------------------
Reinsurance Operations
The components of income from the Company's Reinsurance Operations segment and
corresponding underwriting ratios are as follows:
Years Ended Years Ended
December 31, % December 31, %
(Dollars in thousands) 2022 (1) 2021 (1) Change 2021 (1) 2020 (1) Change
Gross written premiums $ 158,711 $ 103,690 53.1 % $ 103,690 $ 55,616 86.4 %
Net written premiums $ 158,711 $ 103,690 53.1 % $ 103,690 $ 55,616 86.4 %
Net earned premiums $ 141,287 $ 76,663 84.3 % $ 76,663 $ 46,105 66.3 %
Other income (loss) (82 ) (95 ) (13.7 %) (95 ) 191 (149.7 %)
Total revenues 141,205 76,568 84.4 % 76,568 46,296 65.4 %
Losses and expenses:
Net losses and loss adjustment
expenses 85,385 48,064 77.6 % 48,064 28,718 67.4 %
Acquisition costs and other
underwriting expenses 51,721 26,698 93.7 % 26,698 16,148 65.3 %
Underwriting income $ 4,099 $ 1,806 127.0 % $ 1,806 $ 1,430 26.3 %
Years Ended Years Ended
December 31, Point December 31, Point
2022 (1) 2021 (1) Change 2021 (1) 2020 (1) Change
Underwriting Ratios:
Loss ratio:
Current accident year (2) 61.5 % 64.1 % (2.6 ) 64.1 % 65.9 % (1.8 )
Prior accident year (1.1 %) (1.4 %) 0.3 (1.4 %) (3.6 %) 2.2
Calendar year loss ratio (3) 60.4 % 62.7 % (2.3 ) 62.7 % 62.3 % 0.4
Expense ratio 36.6 % 34.8 % 1.8 34.8 % 35.0 % (0.2 )
Combined ratio 97.0 % 97.5 % (0.5 ) 97.5 % 97.3 % 0.2
(1)
External business only, excluding business assumed from affiliates
(2)
Non-GAAP ratio
(3)
Most directly comparable GAAP ratio
Reconciliation of non-GAAP financial ratios
The table above includes a reconciliation of the current accident year loss ratio, which is a non-GAAP ratio, to its calendar year loss ratio, which is its most directly comparable GAAP ratio. The Company believes this non-GAAP ratio is 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. This non-GAAP ratio should not be considered as a substitute for its most directly comparable GAAP ratio and does not reflect the overall underwriting profitability of the Company.
Premiums
See "Result of Operations" above for a discussion on consolidated premiums.
Other Income (Loss)
Reinsurance Operations recognized other loss of$0.1 million in 2022, other loss of$0.1 million in 2021, and other income of$0.2 million in 2020. Other income (loss) is comprised of foreign exchange gains and losses.
Loss Ratio
The current accident year loss ratio for 2022 improved by 2.6 points compared to
2021 reflecting a mix of business change and growth in a treaty that has a lower
expected loss ratio than last year. The current accident year loss ratio for
2021 improved by 1.8 points compared to 2020 reflecting a mix of business change
and growth in a treaty that has a lower expected loss ratio.
55
--------------------------------------------------------------------------------
The calendar year loss ratio for the years ended December 31, 2022 , 2021, and
2020 includes a decrease of $1.5 million , or 1.1%, a decrease of $1.1 million or
1.4%, and a decrease of $1.7 million or 3.6%, respectively, related to reserve
development on prior accident years. Please see Note 13 of the notes to the
consolidated financial statements in Item 8 of Part II of this report for
further discussion on prior accident year development.
Expense Ratio
The expense ratio increased 1.8 points from 34.8% for 2021 to 36.6% for 2022.
This increase in the expense ratio was primarily due to an increase in
commission expense which was partially offset by a reduction in the expense
ratio as a result of a growth in net earned premiums.
The expense ratio improved 0.2 points from 35.0% for 2020 to 34.8% for 2021.
COVID-19
COVID-19 could result in declines in business, non-payment of premiums, and
increases in claims that could adversely affect the Reinsurance Operations'
business, financial condition, and results of operation.
Exited Lines
The components of loss from the Company's Exited Lines segment and corresponding
underwriting ratios are as follows:
Years Ended Years Ended
December 31, % December 31, %
(Dollars in thousands) 2022 2021 Change 2021 2020 Change
Gross written premiums $ 167,867 $ 204,880 (18.1 %) $ 204,880 $ 240,633 (14.9 %)
Net written premiums $ 48,938 $ 123,273 (60.3 %) $ 123,273 $ 203,806 (39.5 %)
Net earned premiums $ 83,231 $ 187,444 (55.6 %) $ 187,444 $ 243,702 (23.1 %)
Other income 515 882 (41.6 %) 882 959 (8.0 %)
Total revenues 83,746 188,326 (55.5 %) 188,326 244,661 (23.0 %)
Losses and expenses:
Net losses and loss adjustment
expenses 48,454 134,724 (64.0 %) 134,724 167,095 (19.4 %)
Acquisition costs and other
underwriting expenses 43,189 75,266 (42.6 %) 75,266 96,779 (22.2 %)
Underwriting loss $ (7,897 ) $ (21,664 ) (63.5 %) $ (21,664 ) $ (19,213 ) 12.8 %
Years Ended Years Ended
December 31, Point December 31, Point
2022 2021 Change 2021 2020 Change
Underwriting Ratios:
Loss ratio:
Current accident year 64.4 % 67.5 % (3.1 ) 67.5 % 71.2 % (3.7 )
Prior accident year (6.2 %) 4.4 % (10.6 ) 4.4 % (2.6 %) 7.0
Calendar year loss ratio 58.2 % 71.9 % (13.7 ) 71.9 % 68.6 % 3.3
Expense ratio 51.9 % 40.2 % 11.7 40.2 % 39.7 % 0.5
Combined ratio 110.1 % 112.1 % (2.0 ) 112.1 % 108.3 % 3.8
56
--------------------------------------------------------------------------------
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 Exited Lines segment 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.
Years Ended December 31,
2022 2021 2020
Loss Loss Loss
Losses Ratio Losses Ratio Losses Ratio
Property
Non catastrophe property
losses and ratio excluding
the effect of prior accident
year (1) $ 32,562 50.9 % $ 79,146 48.5 % $ 89,033 41.4 %
Effect of prior accident year (4,262 ) (6.7 %) 5,090 3.1 % (7,257 ) (3.4 %)
Non catastrophe property
losses and ratio (2) $ 28,300 44.2 % $ 84,236 51.6 % $ 81,776 38.0 %
Catastrophe losses and ratio
excluding the effect of prior
accident year (1) $ 11,011 17.2 % $ 34,274 21.0 % $ 69,092 32.2 %
Effect of prior accident year (391 ) (0.6 %) 5,608 3.4 % 3,228 1.5 %
Catastrophe losses and ratio
(2) $ 10,620 16.6 % $ 39,882 24.4 % $ 72,320 33.7 %
Total property losses and
ratio excluding the effect of
prior accident year (1) $ 43,573 68.1 % $ 113,420 69.5 % $ 158,125 73.6 %
Effect of prior accident year (4,653 ) (7.3 %) 10,698 6.5 % (4,029 ) (1.9 %)
Total property losses and
ratio (2) $ 38,920 60.8 % $ 124,118 76.0 % $ 154,096 71.7 %
Casualty
Total Casualty losses and
ratio excluding the effect of
prior accident year (1) $ 10,052 52.0 % $ 13,103 54.4 % $ 15,340 53.2 %
Effect of prior accident year (518 ) (2.7 %) (2,497 ) (10.4 %) (2,341 ) (8.1 %)
Total Casualty losses and
ratio (2) $ 9,534 49.3 % $ 10,606 44.0 % $ 12,999 45.1 %
Total
Total net losses and loss
adjustment expense and total
loss ratio excluding the
effect of prior accident year
(1) $ 53,625 64.4 % $ 126,523 67.5 % $ 173,465 71.2 %
Effect of prior accident year (5,171 ) (6.2 %) 8,201 4.4 % (6,370 ) (2.6 %)
Total net losses and loss
adjustment expense and total
loss ratio (2) $ 48,454 58.2 % $ 134,724 71.9 % $ 167,095 68.6 %
(1)
Non-GAAP measure / ratio
(2)
Most directly comparable GAAP measure / ratio
Premiums
See "Result of Operations" above for a discussion on consolidated premiums for
2022.
Other Income
Other income was
ended
comprised of fee income.
57
--------------------------------------------------------------------------------
Loss Ratio
The current accident year losses and loss ratio is summarized as follows:
Years Ended Years Ended
December 31, % December 31, %
(Dollars in thousands) 2022 2021 Change 2021 2020 Change
Property losses
Non-catastrophe $ 32,562 $ 79,146 (58.9 %) $ 79,146 $ 89,033 (11.1 %)
Catastrophe 11,011 34,274 (67.9 %) 34,274 69,092 (50.4 %)
Property losses 43,573 113,420 (61.6 %) 113,420 158,125 (28.3 %)
Casualty losses 10,052 13,103 (23.3 %) 13,103 15,340 (14.6 %)
Total accident year losses $ 53,625 $ 126,523 (57.6 %) $ 126,523 $ 173,465 (27.1 %)
Years Ended Years Ended
December 31, Point December 31, Point
2022 2021 Change 2021 2020 Change
Current accident year loss ratio:
Property
Non-catastrophe 50.9 % 48.5 % 2.4 48.5 % 41.4 % 7.1
Catastrophe 17.2 % 21.0 % (3.8 ) 21.0 % 32.2 % (11.2 )
Property loss ratio 68.1 % 69.5 % (1.4 ) 69.5 % 73.6 % (4.1 )
Casualty loss ratio 52.0 % 54.4 % (2.4 )
54.4 % 53.2 % 1.2
Total accident year loss ratio 64.4 % 67.5 % (3.1 ) 67.5 % 71.2 % (3.7 )
The current accident year property non-catastrophe loss ratio for 2022 increased by 2.4 points compared to 2021 primarily due to higher claims frequency. The current accident year property non-catastrophe loss ratio for 2021 increased by 7.1 points compared to 2020 primarily reflecting higher claims frequency, a higher loss ratio in the property reinsurance treaties, and higher claims severity in both the specialty property lines and the Farm, Ranch & Stable lines resulting from inflation and other factors. The current accident year property catastrophe loss ratio for 2022 improved by 3.8 points compared to 2021 recognizing lower claims frequency. The current accident year property catastrophe loss ratio for 2021 improved by 11.2 points compared to 2020 reflecting lower claims frequency and severity in the specialty property and Farm, Ranch & Stable lines and an improvement in the property catastrophe reinsurance treaties loss ratios. The current accident year casualty loss ratio for 2022 improved by 2.4 points compared to 2021 mainly due to lower claims severity in the Farm, Ranch & Stable business lines. The current accident year casualty loss ratio for 2021 increased by 1.2 points compared to 2020 primarily due to higher claims severity resulting from inflation and other factors. The calendar year loss ratio for the years endedDecember 31, 2022 , 2021, and 2020 includes a decrease of$5.2 million , or 6.2%, an increase of$8.2 million , or 4.4%, and a decrease of$6.4 million , or 2.6%, respectively, related to reserve development on prior accident years. Please see Note 13 of the notes to the consolidated financial statements in Item 8 of Part II of this report for further discussion on prior accident year development.
Expense Ratios
The expense ratio increased 11.7 points from 40.2% for 2021 to 51.9% for 2022. The increase in the expense ratio is primarily due to the reduction in earned premiums resulting from the runoff of lines of business that the Company is no longer writing.
The expense ratio increased 0.5 points from 39.7% for 2020 to 40.2% for 2021.
The increase in the expense ratio is primarily due to a reduction in earned
premiums partially offset by a reduction in commission expense.
COVID-19
COVID-19 could result in declines in business and non-payment of premiums that
could adversely affect Exited Lines' business, financial condition, and results
of operation.
58
--------------------------------------------------------------------------------
Unallocated Corporate Items
The Company's fixed income portfolio, excluding cash, continues to maintain high
quality with an A average rating and a duration of 1.7 years.
Net Investment Income
Years Ended Years Ended
December 31, % December 31, %
(Dollars in
thousands) 2022 2021 Change 2021 2020 Change
Gross investment
income (1) $ 29,776 $ 39,662 (24.9 %) $ 39,662 $ 31,487 26.0 %
Investment expenses (2,149 ) (2,642 ) (18.7 %) (2,642 ) (3,095 ) (14.6 %)
Net investment income
$ 28,392 30.4 % (1)
Excludes realized gains and losses
Gross investment income for 2022 decreased by 24.9% and net investment income for 2022 decreased by 25.4% compared to 2021. The decrease was primarily due to decreased returns from alternative investments and lowered invested assets due to the liquidation of the Company's common stock portfolio and a portion of the bond portfolio in order to raise funds to retire the 2047 Notes inApril 2022 . This decrease was partially offset by an increase in yield within the fixed maturities portfolio due to the rise in rates. Gross investment income for 2021 increased by 26.0% and net investment income for 2021 increased by 30.4% compared to 2020. The increase was primarily due to increased returns from alternative investments offset by a decrease in yield within the fixed maturities portfolio. AtDecember 31, 2022 , the Company held agency mortgage-backed securities with a market value of$3.3 million . Excluding the agency mortgage-backed securities, the average duration of the Company's fixed maturities portfolio was 1.7 years as ofDecember 31, 2022 , compared with 3.3 years as ofDecember 31, 2021 . Including cash and short-term investments, the average duration of the Company's fixed maturities portfolio, excluding agency mortgage-backed securities, was 1.6 years as ofDecember 31, 2022 , compared to 3.1 years as ofDecember 31, 2021 . Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. AtDecember 31, 2022 , the Company's embedded book yield on its fixed maturities, not including cash, was 3.5% compared with 2.2% atDecember 31, 2021 . The embedded book yield on the$31.6 million of taxable municipal bonds in the Company's portfolio was 3.1% atDecember 31, 2022 , compared to an embedded book yield of 2.8% on the Company's taxable municipal bonds of$54.6 million atDecember 31, 2021 . AtDecember 31, 2021 , the Company held agency mortgage-backed securities with a market value of$148.6 million . Excluding the agency mortgage-backed securities, the average duration of the Company's fixed maturities portfolio was 3.3 years as ofDecember 31, 2021 , compared with 4.8 years as ofDecember 31, 2020 . 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 ofDecember 31, 2021 , compared to 4.4 years as ofDecember 31, 2020 . Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. AtDecember 31, 2021 , the Company's embedded book yield on its fixed maturities, not including cash, was 2.2% compared with 2.3% atDecember 31, 2020 . The embedded book yield on the$54.6 million of taxable municipal bonds in the Company's portfolio was 2.8% atDecember 31, 2021 , compared to an embedded book yield of 3.0% on the Company's taxable municipal bonds of$61.2 million atDecember 31, 2020 .
Net Realized Investment Gains (Losses)
The components of net realized investment gains (losses) for the years ended
Years Ended December 31,
(Dollars in thousands) 2022 2021 2020
Equity securities $ (3,392 ) $ 13,440 $ (15,250 )
Fixed maturities (13,405 ) 342 23,604
Derivatives 10,073 2,105 (22,256 )
Other-than-temporary impairment losses (26,205 ) - (760 )
Net realized investment gains (losses) $ (32,929 ) $ 15,887 $ (14,662 )
59
-------------------------------------------------------------------------------- In response to a rising interest rate environment, the Company took action early inApril 2022 to shorten the duration of its fixed maturities portfolio. In connection with these actions, the Company identified fixed maturities securities with a weighted average life of five years or greater as having an intent to sell, the majority of which were sold in the 2nd quarter of 2022. Most of the proceeds from the sale of these securities were reinvested into fixed income investments with maturities of approximately two years. As a result of these actions, book yield increased from 2.2% atDecember 31, 2021 to 3.5% atDecember 31, 2022 . See Note 6 of the notes to the consolidated financial statements in Item 8 of Part II of this report for an analysis of total investment return on a pre-tax basis for the years endedDecember 31, 2022 , 2021, and 2020.
Corporate and Other Operating Expenses
Years Ended December
31,
(Dollars in thousands) 2022 2021
2020
Corporate expenses - nondisposition related
$ 41,998 Impairments and expenses related to dispositions within Exited Lines 10,462 7,202 -
Corporate and Other Operating Expenses
Corporate expenses - nondisposition related consist of outside legal fees, other professional fees, directors' fees, management fees & advisory fees, salaries and benefits for holding company personnel, development costs for new products, impairment losses, and taxes incurred which are not directly related to operations. The decrease in corporate expenses - nondisposition related for 2022 as compared to 2021 was primarily due to the Company receiving an employee retention credit under the CARES Act of$5.5 million . Corporate expenses in 2020 were higher primarily due to incurring expenses related to the redomestication which included an advisory fee of$10.0 million and legal and professional fees. Impairments and expenses related to dispositions within Exited Lines represent impairments of goodwill, intangible assets, software, and lease costs as well as legal expenses and merger and acquisition fees related to the sale of renewal rights related to theCompany's Farm , Ranch & Stable business and the Company's manufactured and dwelling homes business. Impairments and expenses related to dispositions within Exited Lines were$10.5 million and$7.2 million during the years endedDecember 31, 2022 and 2021, respectively. There was no impairments and expenses related to dispositions within Exited Lines during the year endedDecember 31, 2020 . See Note 3 of the notes to the consolidated financial statements in Item 8 of Part II of this report for additional information on the sale of the renewal rights related to theCompany's Farm , Ranch & Stable business and the Company's manufactured and dwelling homes business.
Interest Expense
Interest expense was$3.0 million ,$10.5 million , and$15.8 million during the years endedDecember 31, 2022 , 2021, and 2020, respectively. The reduction in interest expense is primarily due to the redemption of the Company's 7.75% Subordinated Notes due in 2045 and the repayment of the margin borrowing facility inAugust 2020 as well as the redemption of the 7.875% subordinated notes onApril 15, 2022 .
See Note 14 of the notes to the consolidated financial statements in Item 8 of
Part II of this report for details on the Company's debt.
Income Tax Benefit/ Expense
The income tax expense was$2.8 million for the year endedDecember 31, 2022 compared with income tax expense of$3.4 million for the year endedDecember 31, 2021 . The decrease in income tax expense is primarily due to lower taxable income in the Company'sU.S. subsidiaries. The income tax expense was$3.4 million for the year endedDecember 31, 2021 compared with income tax benefit of$8.1 million for the year endedDecember 31, 2020 . The difference between 2021 and 2020 is due to the increase in net income atGlobal Indemnity Group, LLC which is treated as a partnership for tax.
See Note 12 of the notes to the consolidated financial statements in Item 8 of
Part II of this report for a comparison of income tax between periods.
60 --------------------------------------------------------------------------------
Net Income (Loss)
The factors described above resulted in a net loss of$0.9 million , net income of$29.4 million , and a net loss of$21.0 million for the years endedDecember 31, 2022 , 2021, and 2020, respectively. Liquidity and Capital Resources
Sources and Uses of Funds
Global Indemnity Group, LLC is a holding company. Its principal asset is its ownership of the shares of its direct and indirect subsidiaries, including those of its insurance companies:United National Insurance Company ,Diamond State Insurance Company ,Penn-America Insurance Company ,Penn-Star Insurance Company , andPenn-Patriot Insurance Company .Global Indemnity Group, LLC's short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, debt service payments, distributions to shareholders, and share repurchases. The Company also has commitments in the form of operating leases, commitments to fund limited liability investments, and unpaid losses and loss expense obligations. See the contractual obligation table below for additional information on these commitments. In order to meet its short-term and long-term needs,Global Indemnity Group, LLC's principal sources of cash includes investment income, dividends from subsidiaries, other permitted disbursements from its direct and indirect subsidiaries, reimbursement for equity awards granted to employees and intercompany borrowings. The principal sources of funds at these direct and indirect subsidiaries include underwriting operations, investment income, proceeds from sales and redemptions of investments, capital contributions, intercompany borrowings, and dividends from subsidiaries. Funds are used principally by these operating subsidiaries to pay claims and operating expenses, to make debt payments, fund margin requirements on interest rate swap agreements, to purchase investments, and to make distribution payments. In addition, the Company periodically reviews opportunities related to business acquisitions and as a result, liquidity may be needed in the future.GBLI Holdings, LLC is a holding company which is a wholly-owned subsidiary ofPenn-Patriot Insurance Company .GBLI Holdings, LLC's principal asset is its ownership of the shares of its direct and indirect subsidiaries which includeUnited National Insurance Company ,Diamond State Insurance Company ,Penn-America Insurance Company , andPenn-Star Insurance Company .GBLI Holdings, LLC is dependent on dividends from its subsidiaries as well as reimbursements from its subsidiaries for utilization of net operating losses and other tax attributes in order to meet its corporate expense obligations and intercompany financing obligations. The future liquidity of bothGlobal Indemnity Group, LLC andGBLI Holdings, LLC is dependent on the ability of its subsidiaries to generate income to pay dividends.Global Indemnity Group, LLC andGBLI Holdings, LLC's insurance companies are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See "Regulation-Statutory Accounting Principles." Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. UnderVirginia law,Penn-Patriot Insurance Company may not pay any dividend or make any distribution of cash or other property, the fair market value of which, together with that of any other dividends or distributions made within the preceding 12 consecutive months exceeds the lesser of either (1) 10% of its surplus as of the 31st day of December of the last preceding year, or (2) its net income, not including net realized capital gains, for the 12 month period ending on the 31st day of December of the last preceding year, not including pro rata distributions of any class of its securities, unless the commissioner approves the proposed payment or fails to disapprove such payment within 30 days after receiving notice of such payment. In determining whether the dividend must be approved, undistributed net income from the second and third preceding years, not including net realized capital gains, may be carried forward. 61 -------------------------------------------------------------------------------- UnderPennsylvania law,United National Insurance Company ,Penn-America Insurance Company , andPenn-Star Insurance Company may not pay any dividend or make any distribution that, together with other dividends or distributions made within the preceding 12 consecutive months, exceeds the greater of (1) 10% of its surplus as shown on its last annual statement on file with the commissioner or (2) its net income for the period covered by such statement, not including pro rata distributions of any class of its own securities, unless the commissioner has received notice from the insurer of the declaration of the dividend and the commissioner approves the proposed payment or fails to disapprove such payment within 30 days after receiving notice of such payment. An additional limitation is thatPennsylvania does not permit a domestic insurer to declare or pay a dividend except out of unassigned funds (surplus) unless otherwise approved by the commissioner before the dividend is paid. Furthermore, no dividend or other distribution may be declared or paid by aPennsylvania insurance company that would reduce its total capital and surplus to an amount that is less than the amount required by theInsurance Department for the kind or kinds of business that it is authorized to transact.Pennsylvania law allows loans to affiliates up to 10% of statutory surplus without prior regulatory approval. UnderIndiana law,Diamond State Insurance Company may not pay any dividend or make any distribution of cash or other property, the fair market value of which, together with that of any other dividends or distributions made within the 12 consecutive months ending on the date on which the proposed dividend or distribution is scheduled to be made, exceeds the greater of (1) 10% of its surplus as of the 31st day of December of the last preceding year, or (2) its net income for the 12 month period ending on the 31st day of December of the last preceding year, unless the commissioner approves the proposed payment or fails to disapprove such payment within 30 days after receiving notice of such payment. An additional limitation is thatIndiana does not permit a domestic insurer to declare or pay a dividend except out of unassigned surplus unless otherwise approved by the commissioner before the dividend is paid. In 2022, the United National insurance companies, Penn-America insurance companies, andAmerican Reliable Insurance Company paid dividends in the amount of$4.5 million ,$7.5 million , and$124.8 million , respectively, during the year endedDecember 31, 2022 . The$124.8 million of dividends paid byAmerican Reliable Insurance Company represented two extraordinary dividends approved by theArizona Department of Insurance . An extraordinary dividend in the amount of$22.5 million was paid inApril 2022 and an extraordinary dividend in the amount of$102.3 million , which was contingent on the sale ofAmerican Reliable Insurance Company to Everett Cash Mutual, was paid inDecember 2022 . See Note 22 of the notes to consolidated financial statements in Item 8 of Part II of this report for the maximum amount of distributions thatU.S. insurance companies could pay as dividends in 2023.
Surplus Levels
Global Indemnity's insurance companies are required by law to maintain a certain minimum level of policyholders' surplus on a statutory basis. Policyholders' surplus is calculated by subtracting total liabilities from total assets. The NAIC has risk-based capital standards that are designed to identify property and casualty insurers that may be inadequately capitalized based on the inherent risks of each insurer's assets and liabilities and mix of net written premiums. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action. Based on the standards currently adopted, the policyholders' surplus of each of the insurance companies is in excess of the prescribed minimum company action level risk-based capital requirements. Sources of operating funds consist primarily of net written premiums and investment income. Funds are used primarily to pay claims and operating expenses and to purchase investments. As a result of the dividend / distribution policy, funds may also be used to pay distributions to shareholders of the Company.
The Company's reconciliation of net income (loss) to net cash provided by
operations is generally influenced by the following:
•
the fact that the Company collects premiums, net of commissions, in advance of
losses paid;
•
the timing of the Company's settlements with its reinsurers; and
•
the timing of the Company's loss payments.
Net cash provided by operating activities in 2022, 2021, and 2020 was
million
62 --------------------------------------------------------------------------------
In 2022, the decrease in operating cash flows of approximately
from the prior year was primarily a net result of the following items:
(Dollars in thousands) 2022 2021 Change Net premiums collected$ 541,087 $ 599,870 $ (58,783 ) Net losses paid (272,585 ) (299,027 ) 26,442 Underwriting and corporate expenses (251,031 ) (241,017 ) (10,014 ) Net investment income 32,316 41,367 (9,051 ) Net federal income taxes paid (426 ) (54 ) (372 ) Interest paid (5,125 ) (10,340 )
5,215
Net cash provided by operating activities
In 2021, the increase in operating cash flows of approximately
from the prior year was primarily a net result of the following items:
(Dollars in thousands) 2021 2020 Change Net premiums collected$ 599,870 $ 552,692 $ 47,178 Net losses paid (299,027 ) (308,341 ) 9,314 Underwriting and corporate expenses (241,017 ) (241,906 )
889
Net investment income 41,367 36,002
5,365
Net federal income taxes recovered (paid) (54 ) 10,825 (10,879 )
Interest paid
(10,340 ) (16,602 )
6,262
Net cash provided by operating activities
58,129
See the consolidated statements of cash flows in the consolidated financial
statements in Item 8 of Part II of this report for details concerning the
Company's investing and financing activities.
Liquidity
Currently, the Company believes each of its insurance companies maintains sufficient liquidity to pay claims through cash generated by operations and liquid investments. The holding companies also maintain sufficient liquidity to meet their obligations. The Company monitors its investment portfolios to assure liability and investment durations are closely matched. Prospectively, as fixed income investments mature and new cash is obtained, the cash available to invest will be invested in accordance with the Company's investment policy. The Company's investment policy allows the Company to invest in taxable and tax-exempt fixed income investments as well as publicly traded and private equity investments. With respect to bonds, the Company's credit exposure limit for each issuer varies with the issuer's credit quality. The allocation between taxable and tax-exempt bonds is determined based on market conditions and tax considerations. The fixed income portfolio currently has a duration of 1.7 years.
As of
and it is unlikely that a capital call will be made.
The Company has access to various capital sources including dividends from insurance subsidiaries and access to the debt and equity capital markets. The Company believes it has sufficient liquidity to meet its capital needs. See Note 22 of the notes to the consolidated financial statements in Item 8 of Part II of this report for a discussion of the Company's dividend capacity. However, the Company's future capital requirements depend on many factors, including the amount of premium it writes, the amount of loss reserves by lines of business, and catastrophe exposure. To the extent that the Company needs to raise additional funds, any equity or debt financing for this purpose, if available at all, may be on terms that are not favorable to the Company. If the Company cannot obtain adequate capital, its business, results of operations and financial condition could be adversely affected.
Sale of Renewal Rights related to Farm, Ranch & Stable and Sale of
Reliable Insurance Company
On
Ranch & Stable business for policies written on or after
the unearned premium reserves for business written prior to
63 --------------------------------------------------------------------------------
Company's wholly-owned subsidiary,
the time of closing.
Stock Repurchase OnOctober 21, 2022 ,GBLI announced that it would commence a stock repurchase program beginning in the fourth quarter of 2022. OnJanuary 3, 2023 ,Global Indemnity Group, LLC announced that it had authorized an increase in the aggregate stock purchase program from$32 million , which was authorized onOctober 21, 2022 , to$60 million . The authorization to repurchase will expire onDecember 31, 2027 . The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the repurchase program, repurchases may be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, all in compliance withGlobal Indemnity Group, LLC's Insider Trading Policy, theUnited States Securities and Exchange Commission , and other applicable legal requirements. The repurchase program does not obligateGlobal Indemnity Group, LLC to acquire any particular amount of class A common shares, and the repurchase program may be suspended or discontinued at any time atGlobal Indemnity Group, LLC's discretion. ThroughMarch 15, 2023 , the Company repurchased 1,157,082 shares from third parties under this program for an aggregate amount of$28.4 million , or$24.54 per share. As a result of these transactions, book value per share increased by$1.44 per share. Restructuring The Company is restructuring its insurance operations in an effort to strengthen its market presence and enhance its focus onGBLI's core Wholesale Commercial and InsurTech products. The restructuring plan was initiated in the fourth quarter of 2022 and is expected to be completed in the first quarter of 2023. The Company incurred restructuring charges of$3.4 million in the fourth quarter of 2022 and$2.1 million in the first quarter of 2023 for a total of$5.5 million . The Company anticipates recurring annual expense savings of$16.0 million beginning in 2023.
COVID-19
The Company's liquidity could be negatively impacted by the cancellation, delays, or non-payment of premiums related to the ongoing COVID-19 pandemic and its lasting impacts. There is continued risk that legislation could be passed or there could be a court ruling which would require the Company to cover business interruption claims regardless of terms, exclusions including the virus exclusions contained within the Company's Commercial Specialty and Farm, Ranch & Stable policies, or other conditions included in policies that would otherwise preclude coverage which would negatively impact liquidity. In addition, the liquidity of the Company's investment portfolio could be negatively impacted by disruption experienced in global financial markets. Management is taking actions it considers prudent to minimize the impact on the Company's liquidity. However, given the ongoing uncertainty surrounding the duration, magnitude and geographic reach of COVID-19, the Company is regularly evaluating the impact of COVID-19 on its liquidity. DistributionsGlobal Indemnity has adopted a distribution program. Although subject to the absolute discretion of the Board of Directors and factors, conditions, and prospects as such may exist from time to time when the Board of Directors considers the advisability of declaring a quarterly distribution,Global Indemnity Group, LLC currently anticipates a distribution rate of$0.25 per share per quarter ($1.00 per share per year). As ofDecember 31, 2022 , there are currently 13,867,272 shares outstanding. During 2022, the Board of Directors approved a distribution payment of$0.25 per common share to all shareholders of record on the close of business onMarch 21, 2022 ,June 20, 2022 ,October 4, 2022 , andDecember 23, 2022 . Distributions paid to common shareholders were$14.4 million during the year endedDecember 31, 2022 . In addition, distributions of$0.4 million were paid toGlobal Indemnity Group, LLC's preferred shareholder during the year endedDecember 31, 2022 . During 2021, the Board of Directors approved a distribution payment of$0.25 per common share to all shareholders of record on the close of business onMarch 22, 2021 ,June 21, 2021 ,September 23, 2021 , andDecember 20, 2021 . Distributions paid to common shareholders were$14.4 million during the year endedDecember 31, 2021 . In addition, distributions of$0.4 million were paid toGlobal Indemnity Group, LLC's preferred shareholder during the year endedDecember 31, 2021 . 64 -------------------------------------------------------------------------------- During 2020, the Board of Directors approved a dividend payment of$0.25 per common share to all shareholders of record on the close of business onMarch 24, 2020 andJune 23, 2020 and approved a distribution payment of$0.25 per common share to all shareholders of record on the close of business onSeptember 25, 2020 andDecember 24, 2020 . Dividends / distributions paid to common shareholders were$14.3 million during the year endedDecember 31, 2020 . In addition, distributions of$0.1 million were paid toGlobal Indemnity Group, LLC's preferred shareholder during the year endedDecember 31, 2020 .
Investment Portfolio
As a result of duration shortening, the Company significantly reduced its interest rate risk with more than 80% of the fixed maturity portfolio maturing over the next three years. With a shorter duration, the investment portfolio is well positioned to increase book yield by investing maturities in higher yielding bonds. AtDecember 31, 2022 , the Company's embedded book yield on its fixed maturities, not including cash, was 3.5% compared with 2.2% atDecember 31, 2021 . OnMay 18, 2022 , the Company provided theCredit Fund, LLC with formal withdrawal request in full. Proceeds of$99.6 million were received onJuly 29, 2022 and were invested in fixed income investments with maturities of two years and less.
Sale of Renewal Rights Related to Manufactured & Dwelling Homes Business
OnOctober 26, 2021 , the Company sold the renewal rights related to its manufactured and dwelling homes business toK2 Insurance Services ("K2") andAmerican Family Mutual Insurance Company ("American Family"). Pursuant to the tripartite transaction, the Company received$28.0 million in cash inOctober 2021 . The Company also retained the American Reliable 50-state licensed operating unit,$65 million of net capital supporting the business, and a related$42 million unearned premium reserve. The Company currently leases office space inScottsdale, Arizona . As part of this sale, K2 is subleasing approximately one third of theScottsdale, Arizona office space. Currently, the Company intends to exercise the early termination clause in theirScottsdale, Arizona lease. If the Company exercises the early termination clause, it will receive$1.6 million in sublease payments from K2. If it does not exercise the early termination clause, it will receive$2.4 million in sublease payments from K2 betweenOctober 2021 andNovember 2029 . To facilitate the transaction, American Reliable retained the specialty residential property business inFlorida andLouisiana and also retained business that was previously placed in runoff. American Reliable commenced the non-renewal of manufactured home insurance inFlorida beginning onMarch 11, 2022 , for policies expiring on or afterJuly 10, 2022 . American Reliable and United National non-renewed manufactured home and dwelling insurance inLouisiana beginning on or aboutJanuary 31, 2022 , for policies renewing on or afterMarch 7, 2022 . American Family assumed 100% of the risks for all policies covered under the renewal rights agreement which are written or renewed afterOctober 26, 2021 , except for policies covering properties in the state ofFlorida . The Company also retained risk for business previously placed in runoff and policies inLouisiana . In addition, effectiveNovember 30, 2021 , the Company and American Family reached an agreement where American Family agreed to reinsure 100% of the Company's unearned premium reserves of the same types as the policies comprising the manufactured and dwelling homes business lines noted above that were in force as ofNovember 30, 2021 . The approximate amount of the unearned premium reserves atNovember 30, 2021 was$33.8 million . The Company received a 40% ceding commission which included a provision for a 4% claims administration fee to be paid by the Company directly to K2 Claims.
Trust accounts
Global Indemnity Reinsurance established trust accounts to collateralize exposure it had to certain third-party ceding companies. As a result of the redomestication,Penn-Patriot Insurance Company now holds these trust accounts. The Company invests the funds in securities that have durations that closely match the expected duration of the liabilities assumed. The Company believes thatPenn-Patriot Insurance Company will have sufficient liquidity to pay claims prospectively. Capital Resources Investment Portfolio In response to a rising interest rate environment, the Company took action early inApril 2022 to shorten the duration of its fixed maturities portfolio. The Company identified fixed maturities securities with a weighted average life of five years or 65 -------------------------------------------------------------------------------- greater as having an intent to sell. Most of the proceeds from the sale of these securities are being reinvested into fixed income investments with maturities of two years and less. As a result of these actions, book yield increased from 2.2% atDecember 31, 2021 to 3.5% atDecember 31, 2022 .
Redemption of Debt
OnApril 15, 2022 , the Company redeemed the entire$130 million in aggregate principal amount of the outstanding 2047 Notes plus accrued and unpaid interest on the 2047 Notes redeemed to, but not including the Redemption Date ofApril 15, 2022 . The funds to redeem the debt were primarily obtained through the sale of the Company's equity portfolio in the amount of$75.9 million ,$32.0 million in dividends from insurance company subsidiaries,$18.4 million from distributions received from private equity investments, and the remainder from its subsidiary,GBLI Holdings, LLC .
As a result of this redemption, the Company no longer has any outstanding debt
with third parties.
Intercompany Pooling Arrangement
The Company'sU.S. insurance companies participate in an intercompany pooling arrangement whereby premiums, losses, and expenses are shared pro rata amongst theU.S. insurance companies. Prior to completion of the sale of American Reliable, American Reliable comprised 30% of the pool. Due to the sale of American Reliable onDecember 31, 2022 , the intercompany pooling agreement was amended. American Reliable was removed from the pool and its 30% participation in the business and capital was allocated to the Company's remaining five insurance companies.
The intercompany reinsurance agreement was updated in 2022 to require each
company in the reinsurance pool to fund its proportionate share of collateral
required to fund certain third party ceding companies.
For additional information on the Sale of American Reliable, please see the
liquidity section above.
Intercompany Loan
OnAugust 28, 2020 ,Global Indemnity Investments, Inc. entered into a promissory note withGlobal Indemnity Group, LLC for the principal amount of$11.3 million . This note was issued in conjunction withGlobal Indemnity Investment Inc.'s purchase of limited liability partnership interests fromGlobal Indemnity Group, LLC . The note bears interest at a rate of 1.47% and is due onAugust 28, 2030 . This loan was fully repaid atDecember 31, 2021 . OnDecember 15, 2021 ,Global Indemnity Investments, Inc. entered into a$10.0 million discretionary line of credit demand note withGlobal Indemnity Group, LLC , as borrower. Each advance outstanding under this note will bear interest at an annual interest rate equal to the short-term applicable federal rate in effect at the time the advance was granted and will reset once a month. The outstanding principal amount of each advance shall be payable on the last day of the applicable interest period of such advance and on demand. There is no balance outstanding on this note atDecember 31, 2022 . OnApril 13, 2022 ,GBLI Holdings, LLC issued a promissory note toGlobal Indemnity Group, LLC for the principal amount of$69.4 million . This note bears interest at a rate equal to the short-term, annual compound Applicable Federal Rate ("AFR") in effect forApril 2022 which was 1.26%. On each third anniversary of this Note, the interest rate shall reset to the then applicable short-term, annual compounded AFR for such month. The Note is due onApril 13, 2031 . The outstanding balance on this note was$69.4 million atDecember 31, 2022 . OnApril 13, 2022 ,GBLI Holdings, LLC issued a promissory note toGlobal Indemnity Investment Inc. for the principal amount of$18.4 million . This note bears interest at a rate equal to the short-term, annual compound AFR in effect forApril 2022 which was 1.26%. On each third anniversary of this Note, the interest rate shall reset to the then applicable short-term, annual compounded AFR for such month. The Note is due onApril 13, 2031 . The outstanding balance on this note was$18.4 million atDecember 31, 2022 .
Intercompany Dividends and Capital Contributions
In addition to intercompany dividends that are paid in the ordinary course of business,American Reliable Insurance Company paid an extraordinary dividend inDecember 2022 , which was approved by theArizona Department of Insurance , in the amount of$102.3 million which was treated as one of a series of liquidating distributions ofAmerican Reliable Insurance Company . In conjunction with the liquidation ofAmerican Reliable Insurance Company , a series of capital 66 -------------------------------------------------------------------------------- contributions were made downstream withinGBLI Holdings, LLC and subsidiaries in an effort to reallocate the capital from the sale ofAmerican Reliable Insurance Company .
All of the intercompany transactions discussed above eliminate in consolidation
and have no impact on the consolidating financial statements.
Margin Borrowing Facility
As ofDecember 31, 2022 , the Company had available a margin borrowing facility. The Company did not have any amounts outstanding on the margin borrowing facility as ofDecember 31, 2022 and 2021. The borrowing rate for this facility was tied to the Fed Funds Effective rate and was approximately 5.1% and 0.8% atDecember 31, 2022 and 2021, respectively. This facility is due on demand. The borrowings are subject to maintenance margin, which is a minimum account balance that must be maintained. A decline in market conditions could require an additional deposit of collateral. The Company did not have any securities that were deposited as collateral atDecember 31, 2022 or 2021. The amount borrowed against the margin account may fluctuate as routine investment transactions, such as dividends received, investment income received, maturities and pay-downs, impact cash balances. The margin facility contains customary events of default, including, without limitation, insolvency, failure to make required payments, failure to comply with any representations or warranties, failure to adequately assure future performance, and failure of a guarantor to perform under its guarantee.
Derivative Instruments
The Company entered into derivative instruments related to interest rate swaps. Due to fluctuations in interest rates, the Company received$12.7 million and$2.7 million in connection with these derivative instruments for the years endedDecember 31, 2022 and 2021, respectively. The Company terminated its outstanding interest rate swaps in the fourth quarter of 2022. As ofDecember 31, 2022 , the Company has no interest rate swap agreements. 67 -------------------------------------------------------------------------------- Contractual Obligations The Company has commitments in the form of operating leases, commitments to fund limited liability investments, subordinated notes, and unpaid losses and loss expense obligations. As ofDecember 31, 2022 , contractual obligations related toGlobal Indemnity's commitments, including any principal and interest payments, were as follows: Payment Due by Period Less than 1 - 3 3 - 5 More than (Dollars in thousands) Total 1 year years years 5 years Operating leases (1)$ 16,106 $ 2,995 $ 5,630 $ 4,240 $ 3,241 Commitments to fund limited partnership investment (2) 14,214 14,214 - - - Unpaid losses and loss adjustment expenses obligations (3) 832,404 322,972 284,682 122,364 102,386 Total$ 862,724 $ 340,181 $ 290,312 $ 126,604 $ 105,627 (1) The Company leases office space and equipment as part of its normal operations. The amounts shown above represent future commitments under such operating leases. (2) Represents future funding commitment of the Company's participation in a limited partnership investment. See Note 18 of the notes to the consolidated financial statements in Item 8 of Part II of this report for additional information on this commitment. (3) These amounts represent the gross future amounts needed to pay losses and related loss adjustment expenses and do not reflect amounts that are expected to be recovered from the Company's reinsurers. See discussion in "Liability for Unpaid Losses and Loss Adjustment Expenses" for more details. Inflation
Property and casualty insurance premiums are established before the Company
knows the amount of losses and loss adjustment expenses or the extent to which
inflation may affect such amounts. The Company attempts to anticipate the
potential impact of inflation in establishing its reserves.
Future increases in inflation could result in future increases in interest
rates, which in turn are likely to result in a decline in the market value of
the investment portfolio and resulting in unrealized losses and reductions in
shareholders' equity.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under "Business," "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 of this report for risks,
uncertainties and other factors that could cause actual results and experience
to differ from those projected.
The forward-looking statements contained in this report are primarily based on
the Company's current expectations and projections about future events and
trends that it believes may affect the Company's business, financial condition,
results of operations, prospects, business strategy and financial needs. The
outcome of the events described in these forward-looking statements is subject
to risks, uncertainties, assumptions and other factors described in the section
captioned "Risk Factors" and elsewhere in this report. These risks are not
exhaustive. Other sections of this report include additional factors that could
adversely impact the Company's business and financial performance. Moreover, the
Company operates in a very competitive environment. New risks and uncertainties
emerge from time to time and it is not possible for the Company to predict all
risks and uncertainties that could have an impact on the forward-looking
statements contained in this report. The Company cannot provide assurance that
the results, events and circumstances reflected in the forward-looking
statements will be achieved or occur, and actual results, events or
circumstances could differ materially from those described in the
forward-looking statements.
68
--------------------------------------------------------------------------------
In addition, statements that "the Company believes" and similar statements
reflect the Company's beliefs and opinions on the relevant subject. These
statements are based upon information available to the Company as of the date of
this report, and while the Company believes such information forms a reasonable
basis for such statements, such information may be limited or incomplete, and
these statements should not be read to indicate that the Company have conducted
an exhaustive inquiry into, or review of, all potentially available relevant
information. These statements are inherently uncertain and investors are
cautioned not to unduly rely upon these statements.
This report and the documents that are referenced in this report and have filed
as exhibits to this report should be read with the understanding that actual
future results, levels of activity, performance and achievements may be
materially different from what the Company expects. The Company qualifies all of
its forward-looking statements by these cautionary statements.
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.
69
--------------------------------------------------------------------------------



City of Wichita approves $5M settlement in Andrew Finch's shooting death in 'swatting' case
Feds Move to Rein In Prior Authorization, a System That Harms and Frustrates Patients
Advisor News
- Industry groups applaud House passage of Financial Exploitation Prevention Act
- Younger workers more likely to be eligible for a retirement plan after changing jobs
- Bank of America community event unpacks sales tax hike, small business struggles
- CONGRESSMAN VALADAO DEMANDS ANSWERS FROM CALIFORNIA OVER HEALTHCARE TAX HIKE
- How executive benefits impact an estate plan
More Advisor NewsAnnuity News
- State Farm’s agency overhaul: What distribution can learn
- IRI, ACLI express support for CLEAR Forms Act
- A new era at the Federal Reserve
- Globe Life Inc. (NYSE: GL) Making Surprising Moves in Tuesday Session
- Why annuities are gaining traction with younger investors
More Annuity NewsHealth/Employee Benefits News
- Public healthcare option overdue
- NEARLY 4 MILLION AMERICANS DROPPED ACA MARKETPLACE COVERAGE THIS YEAR
- REP. ONDER'S BILL TO STRENGTHEN TRANSPARENCY IN EMPLOYER-SPONSORED HEALTH PLANS PASSES COMMITTEE
- U.S. healthcare system needs a public option
- States seek to lower drug prices by targeting the companies that manage them for health plans
More Health/Employee Benefits NewsLife Insurance News
- AM Best Affirms Credit Ratings of Misr Insurance Company
- State Farm’s agency overhaul: What distribution can learn
- They Allegedly Enrolled People In Life Insurance Without Consent. Then Death Claims Paid Out
- How much do state residents need to retire comfortably?
- How executive benefits impact an estate plan
More Life Insurance News