Global Indemnity Group(GBLI) - 2020 Q4 - Annual Report

PART I Business Global Indemnity Group, LLC provides specialty property and casualty insurance and reinsurance through four segments, redomesticating to the U.S. in 2020 History and Corporate Structure The company redomesticated from the Cayman Islands to Delaware in August 2020, becoming a U.S. publicly traded partnership for tax purposes - On August 28, 2020, the company completed a redomestication transaction, moving its ultimate parent company from the Cayman Islands to Delaware, and merging its Bermuda reinsurance subsidiary into its U.S. operations[14] - Effective August 28, 2020, the company became a publicly traded partnership for U.S. federal income tax purposes, generally not subject to federal or most state income taxes at the corporate level; shareholders report their share of income via a Schedule K-1[15] Business Segments The company operates four segments: Commercial Specialty, Specialty Property, Farm, Ranch & Stable, and Reinsurance Operations, each serving distinct markets Gross Written Premiums by Segment (2020 vs. 2019) | Segment | 2020 GWP ($M) | 2019 GWP ($M) | Change | | :--- | :--- | :--- | :--- | | Commercial Specialty | $321.9 | $297.3 | ▲ 8.3% | | Specialty Property | $138.4 | $163.5 | ▼ 15.4% | | Farm, Ranch & Stable | $85.6 | $87.7 | ▼ 2.4% | | Reinsurance Operations | $60.7 | $88.3 | ▼ 31.3% | - In the first quarter of 2019, the company bifurcated its Personal Lines segment into two new reportable segments: Specialty Property and Farm, Ranch & Stable, and renamed Commercial Lines to Commercial Specialty[19] Geographic Concentration The company's gross written premiums are geographically concentrated, with the top ten states accounting for 52.4% in 2020 Geographic Distribution of Gross Written Premiums (2020) | State/Region | GWP ($ thousands) | Percent of Total | | :--- | :--- | :--- | | California | $57,542 | 9.5% | | Texas | $55,045 | 9.1% | | Florida | $49,122 | 8.1% | | New York | $42,183 | 7.0% | | Top 10 States Subtotal | $317,908 | 52.4% | | All other states | $228,018 | 37.6% | | Reinsurance Operations | $60,677 | 10.0% | | Total | $606,603 | 100.0% | Marketing, Distribution, and Underwriting Distribution relies on wholesale agents and brokers, with underwriting managed through binding authority or internal personnel, supported by strong oversight - The company's distribution strategy relies on strong relationships with a limited number of high-quality wholesale general agents and brokers, leveraging their local market knowledge and expertise[43] - Underwriting is performed through two primary models: granting specific binding authority to agents who operate within strict guidelines, or through internal underwriters for business submitted via brokerage channels[44][45][52] - The company employs a disciplined system of controls to monitor underwriting quality, including automated system edits, individual policy reviews, on-site audits, and quarterly actuarial and financial analysis of agent-produced business[51][56] Reinsurance of Underwriting Risk The company uses third-party reinsurance, including property catastrophe and casualty excess of loss treaties, to manage underwriting risk - Effective June 1, 2020, the company's property catastrophe treaty provides three layers of coverage for losses of $235 million in excess of a $15 million retention[64] - The casualty excess of loss treaty provides coverage of $10 million per occurrence in excess of a $2 million retention, subject to a $20 million aggregate limit[70] Top Reinsurers by Gross Receivables (as of Dec 31, 2020) | Reinsurer | AM Best Rating | Gross Reinsurance Receivables ($M) | % of Total | | :--- | :--- | :--- | :--- | | Munich Re America Corp. | A+ | $44.8 | 45.9% | | General Reinsurance Corp. | A++ | $7.1 | 7.3% | | Swiss Reinsurance America Corp. | A+ | $4.4 | 4.5% | | Top 10 Subtotal | | $75.2 | 77.0% | Reserves and A&E Exposure Loss reserves, including for A&E claims, are established based on reported and IBNR losses, reviewed by internal and external actuaries - Loss reserves are established by evaluating individual reported claims and estimating IBNR losses based on statistical information and industry experience, reviewed quarterly internally and annually by an independent external actuary[78][80] - As of December 31, 2020, the company held net loss reserves of $15.8 million for asbestos-related claims and $12.9 million for environmental claims[86] Investments The $1.45 billion investment portfolio is primarily high-quality fixed-income securities, with net realized losses of $14.7 million in 2020 Investment Portfolio Composition (as of Dec 31, 2020) | Asset Class | Fair Value ($ thousands) | Percent of Total | | :--- | :--- | :--- | | Total fixed maturities | $1,191,186 | 81.9% | | Equity securities | $98,990 | 6.8% | | Other invested assets | $97,018 | 6.7% | | Cash and cash equivalents | $67,359 | 4.6% | | Total | $1,454,553 | 100.0% | Fixed Maturities Credit Quality (as of Dec 31, 2020) | S&P Rating | Fair Value ($ thousands) | Percent of Total | | :--- | :--- | :--- | | AAA | $129,061 | 10.8% | | AA | $633,630 | 53.2% | | A | $136,009 | 11.4% | | BBB | $245,780 | 20.6% | | Investment Grade (BBB and above) | $1,144,480 | 96.1% | - The overall weighted average duration of the fixed maturities portfolio was 4.2 years as of December 31, 2020[93] - Net realized investment gains (losses) were ($14.7) million, $35.3 million, and ($16.9) million for the years ended December 31, 2020, 2019, and 2018, respectively[100] Regulation The company's U.S. insurance subsidiaries are subject to state regulations covering licensing, solvency, investments, and dividend restrictions - As a result of the redomestication, the United States is now the company's only governing and taxing nation, simplifying its regulatory structure[109] - The company's insurance subsidiaries are subject to state dividend limitations, which restrict payments to the parent company without prior regulatory approval, based on statutory accounting principles (SAP)[122] - The insurance subsidiaries reported capital and surplus levels above the prescribed risk-based capital requirements in their 2020 statutory filings[118] Risk Factors Key risks include reserve inadequacy, catastrophic events, rating downgrades, investment volatility, regulatory constraints, and controlling shareholder influence - A primary risk is that actual losses and loss adjustment expenses may exceed established reserves, which are based on estimates and could be inadequate due to unforeseen trends in claim severity, frequency, or legal developments[129][131] - The COVID-19 pandemic presents risks of business decline, increased claims, and potential legislation requiring coverage for business interruption claims regardless of policy exclusions[133][135] - The company's holding company structure and state insurance regulations limit its ability to receive dividends from its insurance subsidiaries, which are its primary source of funds for debt service and corporate expenses[166] - The Fox Paine Entities beneficially own shares representing approximately 83.9% of the company's total voting power, giving them control over matters requiring shareholder approval and creating potential conflicts of interest[175] - As a publicly traded partnership, shareholders are subject to U.S. federal income tax on their share of the company's taxable income, regardless of whether they receive cash distributions, which may not be sufficient to cover their tax liability[183][184] Unresolved Staff Comments There are no unresolved staff comments from the SEC - None[206] Properties The company leases office space for its principal executive offices and segment operations in the U.S. and Ireland - The company's principal executive offices and headquarters are located in leased office space in Bala Cynwyd, Pennsylvania[207] Legal Proceedings The company is involved in ordinary course legal proceedings, not expecting a material adverse financial impact - The company does not expect any currently pending legal proceedings to have a material adverse effect on its business, results of operations, cash flows, or financial condition[208] Mine Safety Disclosures No mine safety disclosures are required for the company - None[211] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities GBLI Class A common shares trade on NASDAQ, with a $0.25 quarterly dividend, dependent on subsidiary dividends - The company has a dividend/distribution program with an anticipated rate of $0.25 per share per quarter ($1.00 per share per year)[222] Five-Year Cumulative Total Return Comparison | Index | 12/31/15 | 12/31/16 | 12/31/17 | 12/31/18 | 12/31/19 | 12/31/20 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | GBLI | $100.0 | $131.7 | $144.8 | $124.8 | $102.1 | $98.5 | | NASDAQ Insurance Index | $100.0 | $115.6 | $119.3 | $109.2 | $138.3 | $139.6 | | NASDAQ Composite Index | $100.0 | $107.5 | $137.9 | $132.5 | $179.2 | $257.4 | Selected Financial Data In 2020, the company reported a $21.0 million net loss and a 97.2% combined ratio, with gross written premiums decreasing to $606.6 million Selected Consolidated Financial Data (2018-2020) | (In thousands, except per share data) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Operations Data | | | | | Gross written premiums | $606,603 | $636,861 | $547,897 | | Net earned premiums | $567,699 | $525,262 | $467,775 | | Net income (loss) | $(21,006) | $70,015 | $(56,696) | | Diluted EPS | $(1.48) | $4.88 | $(4.02) | | Operating Ratios | | | | | Loss ratio | 59.2% | 52.5% | 71.5% | | Expense ratio | 38.0% | 39.7% | 40.8% | | Combined ratio | 97.2% | 92.2% | 112.3% | | Financial Position (Year-End) | | | | | Total assets | $1,904,908 | $2,075,885 | $1,960,266 | | Total shareholders' equity | $718,324 | $726,809 | $629,059 | | Book value per share | $49.62 | $50.82 | $44.21 | Management's Discussion and Analysis of Financial Condition and Results of Operations The company reported a $21.0 million net loss in 2020, driven by investment losses, higher catastrophe claims, and redomestication fees, with a 97.2% combined ratio Results of Operations In 2020, the company reported a $21.0 million net loss, a 58.6% decline in underwriting income, and a 97.2% combined ratio, impacted by higher catastrophe losses Consolidated Results of Operations Summary (2019 vs. 2020) | (Dollars in thousands) | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | Gross written premiums | $606,603 | $636,861 | (4.8%) | | Net earned premiums | $567,699 | $525,262 | 8.1% | | Underwriting income | $17,929 | $43,273 | (58.6%) | | Net investment income | $28,392 | $42,052 | (32.5%) | | Net realized investment gains (losses) | $(14,662) | $35,342 | (141.5%) | | Net income (loss) | $(21,006) | $70,015 | (130.0%) | | Combined Ratio | 97.2% | 92.2% | 5.0 pts | - Gross written premiums decreased by 4.8% in 2020, mainly due to the reduction of catastrophe-exposed business in Specialty Property and Farm, Ranch & Stable, and the non-renewal of property catastrophe treaties in Reinsurance Operations[308] - The net premium retention ratio increased by 2.2 points to 90.4% in 2020, driven by the restructuring of catastrophe reinsurance treaties and a change in the mix of business[311][312] - Corporate and other operating expenses increased by 122.4% to $42.0 million in 2020, primarily due to $10.0 million in advisory fees and other costs related to the redomestication[379] Liquidity and Capital Resources The company's liquidity relies on regulated subsidiary dividends, with $32.7 million net cash from operations in 2020 and $100 million debt redeemed - The company's insurance subsidiaries are restricted by state law on the amount of dividends they can pay without regulatory approval; for 2021, the maximum ordinary dividend capacity from its main operating companies is approximately $69.8 million in aggregate[389][390][391][392][393][394] - In August 2020, the company redeemed the entire outstanding $100 million principal amount of its 7.75% Subordinated Notes due 2045 and repaid all outstanding debt on its margin borrowing facility[410][411] - Net cash provided by operating activities was $32.7 million in 2020, nearly flat compared to $32.4 million in 2019[399] - As of December 31, 2020, the company had future funding commitments of $31.2 million related to limited liability partnership investments[403][430] Quantitative and Qualitative Disclosures About Market Risk The company faces interest rate, credit, and equity price risks, with a 100 basis point rate increase potentially reducing fixed income value by $50.3 million Interest Rate Sensitivity of Fixed Income Portfolio (as of Dec 31, 2020) | Basis Point Change | Change in Market Value ($ thousands) | % Change | | :--- | :--- | :--- | | +200 | $(100,409) | (8.4%) | | +100 | $(50,285) | (4.2%) | | -100 | $44,678 | 3.8% | | -200 | $67,774 | 5.7% | Equity Price Risk Sensitivity (as of Dec 31, 2020) | Hypothetical Price Change | Change in Shareholders' Equity (%) | | :--- | :--- | | +20% | 1.7% | | +10% | 0.8% | | -10% | (0.8%) | | -20% | (1.7%) | - The company manages credit risk by investing primarily in high-quality debt instruments and mitigating exposure to reinsurers through collateral such as trusts and letters of credit[455][458] Financial Statements and Supplementary Data This section presents audited consolidated financial statements and notes, with an unqualified auditor's opinion, highlighting loss reserve valuation as a critical audit matter Report of Independent Registered Public Accounting Firm Ernst & Young LLP issued unqualified opinions on financial statements and internal controls, identifying loss reserve valuation as a critical audit matter - The independent auditor, Ernst & Young LLP, issued an unqualified opinion on both the consolidated financial statements and the effectiveness of internal control over financial reporting[472][473] - The valuation of unpaid losses and loss adjustment expenses was identified as a Critical Audit Matter due to the significant judgment and complexity involved in estimating these reserves, particularly for long-tail lines of business[476][479] Consolidated Financial Statements As of December 31, 2020, total assets were $1.90 billion, total liabilities $1.19 billion, and a $21.0 million net loss was reported for the year Key Financial Statement Figures (as of and for the year ended Dec 31, 2020) | Metric | Amount ($ thousands) | | :--- | :--- | | Balance Sheet | | | Total Investments | $1,387,194 | | Total Assets | $1,904,908 | | Unpaid Losses & Loss Adjustment Expenses | $662,811 | | Total Liabilities | $1,186,584 | | Total Shareholders' Equity | $718,324 | | Statement of Operations | | | Net Earned Premiums | $567,699 | | Total Revenues | $583,547 | | Net Loss | $(21,006) | | Statement of Cash Flows | | | Net Cash from Operating Activities | $32,670 | Notes to Consolidated Financial Statements Notes detail accounting policies, the 2020 redomestication, the $1.39 billion investment portfolio, $126.3 million debt, and $662.8 million loss reserves - The company completed its redomestication from the Cayman Islands to the U.S. on August 28, 2020, resulting in Global Indemnity Group, LLC becoming the new publicly traded parent company[497] - The liability for unpaid losses and loss adjustment expenses decreased from $680.0 million in 2018 to $630.2 million in 2019, and then increased to $662.8 million in 2020; the company recognized favorable prior year reserve development of $31.5 million in 2020, $32.8 million in 2019, and $28.8 million in 2018[622][623][625] - As of December 31, 2020, the company had $126.3 million in outstanding debt, consisting of 7.875% Subordinated Notes due 2047, a significant reduction from $296.6 million at year-end 2019[674] - The company incurred management fees of $2.6 million payable to Fox Paine & Company, LLC in 2020, as well as a special $10.0 million advisory fee related to the redomestication[723][728] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There are no reported changes in or disagreements with accountants on accounting and financial disclosure - None[810] Controls and Procedures Management concluded disclosure controls and internal controls over financial reporting were effective as of December 31, 2020 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[810] - Management assessed internal control over financial reporting and concluded it was effective as of December 31, 2020, with no material weaknesses identified; the independent auditor, Ernst & Young LLP, concurred with this assessment[814][815][818] Other Information No other information is reported for this item - None[826] PART III Directors, Executive Officers, and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the 2021 Proxy Statement[828] Executive Compensation Executive compensation information is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the 2021 Proxy Statement[829] Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters Security ownership information is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the 2021 Proxy Statement[830] Certain Relationships and Related Transactions, and Director Independence Information on related party transactions and director independence is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the 2021 Proxy Statement[831] Principal Accountant Fees and Services Principal accountant fees and services information is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the 2021 Proxy Statement[832] PART IV Exhibits, Financial Statement Schedules This section lists financial statements, schedules, and exhibits, including governance documents, debt indentures, and executive certifications - This section lists all financial statements, schedules, and exhibits filed with the report, including governance documents, debt indentures, and executive certifications[836][837] Form 10-K Summary No Form 10-K summary is provided by the company - None[839]