Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2011
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From to
001-34809
Commission File Number
GLOBAL INDEMNITY PLC
(Exact name of registrant as specified in its charter)
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Ireland
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98-0664891 |
(State or other jurisdiction
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(I.R.S. Employer Identification No.) |
of incorporation or organization) |
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ARTHUR COX BUILDING
EARLSFORT TERRACE
DUBLIN 2
IRELAND
(Address of principal executive office including zip code)
353 (0) 1 618 0517
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that registrant was required to submit and post such files.). Yes o
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer o;
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Accelerated filer þ;
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Non-accelerated filer o;
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of April 27, 2011, the registrant had outstanding 18,354,550 Class A Ordinary Shares and
12,061,370 Class B Ordinary Shares.
TABLE OF CONTENTS
Page
As used in this quarterly report, unless the context requires otherwise:
1) |
|
Global Indemnity refers to Global Indemnity plc, an exempted company incorporated with
limited liability under the laws of Ireland, and its U.S. and Non-U.S. Subsidiaries; |
2) |
|
we, us, our, and the Company refer to Global Indemnity and its subsidiaries or, prior
to July 2, 2010, to United America Indemnity; |
3) |
|
ordinary shares refers to Global Indemnity Class A and Class B ordinary shares, or, prior
to July 2, 2010, to United America Indemnity Class A and Class B common shares; |
4) |
|
United America Indemnity refers to United America Indemnity, Ltd., a Cayman Islands
exempted company that, on July 2, 2010, became a direct, wholly-owned subsidiary of Global
Indemnity plc, and its subsidiaries; |
5) |
|
our U.S. Subsidiaries refers to Global Indemnity Group, Global Indemnity Group Services,
LLC, AIS, Penn-America Group, Inc., and our Insurance Operations; |
6) |
|
our United States Based Insurance Operations and Insurance Operations refer to the
insurance and related operations conducted by the U.S. Insurance Companies, American Insurance
Adjustment Agency, Inc., Global Indemnity Collectibles Insurance Services, LLC, United America
Insurance Services, LLC, and J.H. Ferguson & Associates, LLC; |
7) |
|
our U.S. Insurance Companies refers to the insurance and related operations conducted by
United National Insurance
Company, Diamond State Insurance Company, United National Casualty Insurance Company, United
National Specialty Insurance Company, Penn-America Insurance Company, Penn-Star Insurance
Company and Penn-Patriot Insurance Company; |
1
8) |
|
our Non-U.S. Subsidiaries refers to Global Indemnity Services Ltd., Global Indemnity
(Gibraltar) Ltd., Global Indemnity (Cayman) Ltd., Global Indemnity (Luxembourg) Ltd., Wind
River Reinsurance, the Luxembourg Companies, and U.A.I. (Ireland) Ltd.; |
9) |
|
Wind River Reinsurance refers to Wind River Reinsurance Company, Ltd.; |
10) |
|
the Luxembourg Companies refers to U.A.I. (Luxembourg) I S.à r.l., U.A.I. (Luxembourg) II
S.à r.l., U.A.I. (Luxembourg) III S.à r.l., U.A.I. (Luxembourg) IV S.à r.l., U.A.I.
(Luxembourg) Investment S.à r.l., and Wind River (Luxembourg) S.à r.l.; |
11) |
|
AIS refers to American Insurance Service, Inc.; |
12) |
|
our Predecessor Insurance Operations refers to Wind River Investment Corporation, which was
dissolved on May 31, 2006, AIS, American Insurance Adjustment Agency, Inc., Emerald Insurance
Company, which was dissolved on March 24, 2008, United National Insurance Company, Diamond
State Insurance Company, United National Casualty Insurance Company, United National Specialty
Insurance Company, and J.H. Ferguson & Associates, LLC; |
13) |
|
our International Reinsurance Operations and Reinsurance Operations refer to the
reinsurance and related operations of Wind River Reinsurance; |
14) |
|
Global Indemnity Group refers to Global Indemnity Group, Inc., (fka United America
Indemnity Group, Inc.); |
15) |
|
Penn-America refers to our product classification that includes property and general
liability products for small commercial businesses distributed through a select network of
wholesale general agents with specific binding authority; |
16) |
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United National refers to our product classification that includes property, general
liability, and professional liability lines products distributed through program
administrators with specific binding authority; |
17) |
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Diamond State refers to our product classification that includes property, casualty, and
professional liability lines products distributed through wholesale brokers and program
administrators with specific binding authority; |
18) |
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the Statutory Trusts refers to United National Group Capital Trust I, United National Group
Capital Statutory Trust II, Penn-America Statutory Trust I, whose registration was cancelled
effective January 15, 2008, and Penn-America Statutory Trust II, whose registration was
cancelled effective February 2, 2009; |
19) |
|
Fox Paine & Company refers to Fox Paine & Company, LLC and affiliated investment funds; |
20) |
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GAAP refers to accounting principles generally accepted in the United States of America;
and |
21) |
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$ or dollars refers to U.S. dollars. |
2
PART I FINANCIAL INFORMATION
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Item 1. |
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Financial Statements |
GLOBAL INDEMNITY PLC
Consolidated Balance Sheets
(In thousands, except share amounts)
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(Unaudited) |
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March 31, 2011 |
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December 31, 2010 |
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ASSETS |
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Fixed maturities: |
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|
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Available for sale, at fair value (amortized cost: $1,414,836 and $1,393,655) |
|
$ |
1,457,717 |
|
|
$ |
1,444,392 |
|
Equity securities: |
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|
|
|
|
|
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Preferred stocks: |
|
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|
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|
|
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Available for sale, at fair value (cost: $930 and $930) |
|
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2,346 |
|
|
|
2,252 |
|
Common stocks: |
|
|
|
|
|
|
|
|
Available for sale, at fair value (cost: $126,691 and $120,674) |
|
|
154,325 |
|
|
|
145,274 |
|
Other invested assets |
|
|
|
|
|
|
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Available for sale, at fair value (cost: $14,126 and $4,255) |
|
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16,724 |
|
|
|
4,268 |
|
Securities classified as trading, at fair value (cost: $0 and $1,112) |
|
|
|
|
|
|
1,112 |
|
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|
|
|
|
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Total investments |
|
|
1,631,112 |
|
|
|
1,597,298 |
|
|
|
|
|
|
|
|
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Cash and cash equivalents |
|
|
108,170 |
|
|
|
119,888 |
|
Accounts receivable, net |
|
|
68,097 |
|
|
|
56,657 |
|
Reinsurance receivables |
|
|
390,574 |
|
|
|
422,844 |
|
Deferred federal income taxes |
|
|
8,044 |
|
|
|
6,926 |
|
Deferred acquisition costs |
|
|
38,037 |
|
|
|
35,344 |
|
Intangible assets |
|
|
18,987 |
|
|
|
19,082 |
|
Goodwill |
|
|
4,820 |
|
|
|
4,820 |
|
Prepaid reinsurance premiums |
|
|
8,046 |
|
|
|
11,104 |
|
Other assets |
|
|
25,911 |
|
|
|
20,720 |
|
|
|
|
|
|
|
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Total assets |
|
$ |
2,301,798 |
|
|
$ |
2,294,683 |
|
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Liabilities: |
|
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|
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|
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Unpaid losses and loss adjustment expenses |
|
$ |
1,035,088 |
|
|
$ |
1,052,743 |
|
Unearned premiums |
|
|
139,957 |
|
|
|
135,872 |
|
Ceded balances payable |
|
|
9,531 |
|
|
|
12,376 |
|
Contingent commissions |
|
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4,819 |
|
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|
9,260 |
|
Payable for securities purchased |
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10,916 |
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|
|
4,768 |
|
Federal income taxes payable |
|
|
8,128 |
|
|
|
55 |
|
Notes and debentures payable |
|
|
121,214 |
|
|
|
121,285 |
|
Other liabilities |
|
|
30,780 |
|
|
|
29,655 |
|
|
|
|
|
|
|
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Total liabilities |
|
|
1,360,433 |
|
|
|
1,366,014 |
|
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Commitments and contingencies (Note 10) |
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Shareholders equity: |
|
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|
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Ordinary shares, $0.0001 par value, 900,000,000 ordinary shares authorized; Class A
ordinary shares issued: 21,388,550 and 21,340,821, respectively; Class A ordinary shares
outstanding: 18,341,910 and 18,300,544, respectively; Class B ordinary shares issued and
outstanding: 12,061,370 and 12,061,370, respectively |
|
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3 |
|
|
|
3 |
|
Additional paid-in capital |
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|
623,181 |
|
|
|
622,725 |
|
Accumulated other comprehensive income, net of taxes |
|
|
55,787 |
|
|
|
57,211 |
|
Retained earnings |
|
|
363,427 |
|
|
|
349,642 |
|
Class A ordinary shares in treasury, at cost: 3,046,640 and 3,040,277 shares, respectively |
|
|
(101,033 |
) |
|
|
(100,912 |
) |
|
|
|
|
|
|
|
Total shareholders equity |
|
|
941,365 |
|
|
|
928,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total liabilities and shareholders equity |
|
$ |
2,301,798 |
|
|
$ |
2,294,683 |
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|
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|
|
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|
See accompanying notes to consolidated financial statements.
3
GLOBAL INDEMNITY PLC
Consolidated Statements of Operations
(In thousands, except shares and per share data)
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(Unaudited) |
|
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|
Quarters Ended March 31, |
|
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|
2011 |
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|
2010 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Gross premiums written |
|
$ |
87,666 |
|
|
$ |
92,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net premiums written |
|
$ |
83,108 |
|
|
$ |
81,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
|
$ |
75,969 |
|
|
$ |
70,788 |
|
Net investment income |
|
|
14,414 |
|
|
|
14,579 |
|
Net realized investment gains: |
|
|
|
|
|
|
|
|
Other-than-temporary impairment losses on investments |
|
|
(553 |
) |
|
|
(89 |
) |
Other-than-temporary impairment losses on investments
recognized in other comprehensive income |
|
|
|
|
|
|
47 |
|
Other net realized investment gains |
|
|
12,550 |
|
|
|
14,246 |
|
|
|
|
|
|
|
|
Total net realized investment gains |
|
|
11,997 |
|
|
|
14,204 |
|
Other income |
|
|
11,669 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
114,049 |
|
|
|
99,571 |
|
|
|
|
|
|
|
|
|
|
Losses and Expenses: |
|
|
|
|
|
|
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|
Net losses and loss adjustment expenses |
|
|
58,342 |
|
|
|
41,789 |
|
Acquisition costs and other underwriting expenses |
|
|
29,852 |
|
|
|
30,148 |
|
Corporate and other operating expenses |
|
|
2,780 |
|
|
|
4,896 |
|
Interest expense |
|
|
1,752 |
|
|
|
1,739 |
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
21,323 |
|
|
|
20,999 |
|
Income tax expense |
|
|
7,591 |
|
|
|
2,069 |
|
|
|
|
|
|
|
|
Income before equity in net income (loss) of partnerships |
|
|
13,732 |
|
|
|
18,930 |
|
Equity in net income (loss) of partnerships, net of taxes |
|
|
53 |
|
|
|
(29 |
) |
|
|
|
|
|
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Net income |
|
$ |
13,785 |
|
|
$ |
18,901 |
|
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Per share data (1): |
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Net income |
|
|
|
|
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|
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Basic |
|
$ |
0.45 |
|
|
$ |
0.63 |
|
|
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Diluted |
|
$ |
0.45 |
|
|
$ |
0.63 |
|
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|
|
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|
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|
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|
Weighted-average number of shares outstanding |
|
|
|
|
|
|
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Basic |
|
|
30,301,293 |
|
|
|
30,184,544 |
|
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Diluted |
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|
30,338,413 |
|
|
|
30,204,420 |
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(1) |
|
Shares outstanding and per share amounts have been retrospectively restated
to reflect the 1-for-2 stock exchange effective July 2, 2010 when the Company
completed its re-domestication to Ireland. |
See accompanying notes to consolidated financial statements.
4
GLOBAL INDEMNITY PLC
Consolidated Statements of Comprehensive Income
(In thousands)
|
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|
|
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|
(Unaudited) |
|
|
|
Quarters Ended March 31, |
|
|
|
2011 |
|
|
2010 |
|
|
Net income |
|
$ |
13,785 |
|
|
$ |
18,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss, net of tax: |
|
|
|
|
|
|
|
|
Unrealized holding gains arising during period |
|
|
7,335 |
|
|
|
9,978 |
|
Portion of other-than-temporary impairment losses
recognized in other comprehensive loss, net of
tax |
|
|
(4 |
) |
|
|
(1 |
) |
Recognition of previously unrealized holding gains |
|
|
(8,755 |
) |
|
|
(10,993 |
) |
Unrealized foreign currency translation losses |
|
|
|
|
|
|
(113 |
) |
|
|
|
|
|
|
|
Other comprehensive loss, net of tax |
|
|
(1,424 |
) |
|
|
(1,129 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income, net of tax |
|
$ |
12,361 |
|
|
$ |
17,772 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
5
GLOBAL INDEMNITY PLC
Consolidated Statements of Changes in Shareholders Equity
(In thousands, except share amounts)
|
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|
|
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|
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(Unaudited) |
|
|
|
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|
Quarter Ended |
|
|
Year Ended |
|
|
|
March 31, 2011 |
|
|
December 31, 2010 |
|
Number of Class A ordinary shares issued: |
|
|
|
|
|
|
|
|
Number at beginning of period |
|
|
21,340,821 |
|
|
|
21,243,345 |
|
Ordinary shares issued under share incentive plans |
|
|
33,558 |
|
|
|
20,828 |
|
Ordinary shares issued to directors |
|
|
14,171 |
|
|
|
76,648 |
|
|
|
|
|
|
|
|
Number at end of period |
|
|
21,388,550 |
|
|
|
21,340,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Class B ordinary shares issued: |
|
|
|
|
|
|
|
|
Number at beginning and end of period |
|
|
12,061,370 |
|
|
|
12,061,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value of Class A ordinary shares: |
|
|
|
|
|
|
|
|
Balance at beginning and end of period |
|
$ |
2 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value of Class B ordinary shares: |
|
|
|
|
|
|
|
|
Balance at beginning and end of period |
|
$ |
1 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital: |
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
622,725 |
|
|
$ |
619,473 |
|
Share compensation plans |
|
|
456 |
|
|
|
3,252 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
623,181 |
|
|
$ |
622,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income, net of deferred income tax: |
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
57,211 |
|
|
$ |
48,481 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) arising during the period |
|
|
(1,422 |
) |
|
|
8,703 |
|
Unrealized foreign currency translation losses |
|
|
|
|
|
|
(43 |
) |
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
(1,422 |
) |
|
|
8,660 |
|
Change in other-than-temporary impairment losses recognized in
other comprehensive income, net of taxes |
|
|
(2 |
) |
|
|
70 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
55,787 |
|
|
$ |
57,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings: |
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
349,642 |
|
|
$ |
264,739 |
|
Net income |
|
|
13,785 |
|
|
|
84,903 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
363,427 |
|
|
$ |
349,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Treasury Shares: |
|
|
|
|
|
|
|
|
Number at beginning of period |
|
|
3,040,277 |
|
|
|
3,028,106 |
|
Class A ordinary shares purchased |
|
|
6,363 |
|
|
|
12,171 |
|
|
|
|
|
|
|
|
Number at end of period |
|
|
3,046,640 |
|
|
|
3,040,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Shares, at cost: |
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
(100,912 |
) |
|
$ |
(100,720 |
) |
Class A ordinary shares purchased, at cost |
|
|
(121 |
) |
|
|
(192 |
) |
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
(101,033 |
) |
|
$ |
(100,912 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
$ |
941,365 |
|
|
$ |
928,669 |
|
|
|
|
|
|
|
|
Share amounts have been retrospectively restated to reflect the
1-for-2 stock exchange effective July 2, 2010 when the Company
completed its re-domestication to Ireland.
See accompanying notes to consolidated financial statements.
6
GLOBAL INDEMNITY PLC
Consolidated Statements of Cash Flows
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
Quarter Ended March 31, |
|
|
|
2011 |
|
|
2010 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
13,785 |
|
|
$ |
18,901 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Amortization of trust preferred securities issuance costs |
|
|
20 |
|
|
|
20 |
|
Amortization and depreciation |
|
|
522 |
|
|
|
528 |
|
Restricted stock expense |
|
|
562 |
|
|
|
1,167 |
|
Deferred federal income taxes |
|
|
(435 |
) |
|
|
(865 |
) |
Amortization of bond premium and discount, net |
|
|
940 |
|
|
|
657 |
|
Net realized investment gains |
|
|
(11,997 |
) |
|
|
(14,204 |
) |
Equity in net (income) loss of partnerships |
|
|
(53 |
) |
|
|
29 |
|
Changes in: |
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(11,440 |
) |
|
|
953 |
|
Reinsurance receivables |
|
|
32,270 |
|
|
|
22,643 |
|
Unpaid losses and loss adjustment expenses |
|
|
(17,655 |
) |
|
|
(25,100 |
) |
Unearned premiums |
|
|
4,085 |
|
|
|
6,890 |
|
Ceded balances payable |
|
|
(2,845 |
) |
|
|
(13,983 |
) |
Other assets and liabilities, net |
|
|
(4,512 |
) |
|
|
(9,236 |
) |
Contingent commissions |
|
|
(4,441 |
) |
|
|
(5,692 |
) |
Federal income taxes payable |
|
|
8,073 |
|
|
|
3,124 |
|
Deferred acquisition costs |
|
|
(2,693 |
) |
|
|
(474 |
) |
Prepaid reinsurance premiums |
|
|
3,058 |
|
|
|
3,803 |
|
|
|
|
|
|
|
|
Net cash provided by (used for) operating activities |
|
|
7,244 |
|
|
|
(10,839 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from sale of fixed maturities |
|
|
220,016 |
|
|
|
275,773 |
|
Proceeds from sale of stocks |
|
|
29,365 |
|
|
|
10,324 |
|
Proceeds from maturity of fixed maturities |
|
|
22,845 |
|
|
|
17,925 |
|
Proceeds from sale of other invested assets |
|
|
1,348 |
|
|
|
68 |
|
Purchases of fixed maturities |
|
|
(253,112 |
) |
|
|
(356,759 |
) |
Purchases of stocks |
|
|
(29,100 |
) |
|
|
(10,937 |
) |
Purchases of other invested assets |
|
|
(10,026 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(18,664 |
) |
|
|
(63,606 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Tax expense associated with share-based compensation plans |
|
|
(106 |
) |
|
|
(192 |
) |
Purchases of Class A ordinary shares |
|
|
(121 |
) |
|
|
(120 |
) |
Principal payments of term debt |
|
|
(71 |
) |
|
|
(71 |
) |
|
|
|
|
|
|
|
Net cash used for financing activities |
|
|
(298 |
) |
|
|
(383 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash and cash equivalents |
|
|
|
|
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(11,718 |
) |
|
|
(74,941 |
) |
Cash and cash equivalents at beginning of period |
|
|
119,888 |
|
|
|
186,087 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
108,170 |
|
|
$ |
111,146 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
7
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Principles of Consolidation and Basis of Presentation
Global Indemnity plc (Global Indemnity or the Company) was incorporated on March 9, 2010 and is
domiciled in Ireland. Global Indemnity replaced the Companys predecessor; United America
Indemnity, Ltd., as the ultimate parent company as a result of a re-domestication transaction. See
Note 2 below for details regarding the re-domestication. United America Indemnity, Ltd. was
incorporated on August 26, 2003, and is domiciled in the Cayman Islands. United America Indemnity,
Ltd. is now a subsidiary of the Company and an Irish tax resident. The Companys Class A ordinary
shares are publicly traded on the NASDAQ Global Select Market. On July 6, 2010, the Company
changed its trading symbol on the NASDAQ Global Select Market from INDM to GBLI.
The interim consolidated financial statements are unaudited, but have been prepared in conformity
with GAAP, which differs in certain respects from those principles followed in reports to insurance
regulatory authorities. The preparation of consolidated financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The unaudited consolidated financial statements include all adjustments that are, in the opinion of
management, of a normal recurring nature and are necessary for a fair statement of results for the
interim periods. Results of operations for the quarters ended March 31, 2011 and 2010 are not
necessarily indicative of the results of a full year. The accompanying notes to the unaudited
consolidated financial statements should be read in conjunction with the notes to the consolidated
financial statements contained in the Companys 2010 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of Global Indemnity and its wholly owned
subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The Companys wholly owned business trust subsidiaries, United National Group Capital Trust I (UNG
Trust I) and United National Group Capital Statutory Trust II (UNG Trust II), are not
consolidated pursuant to the Financial Accounting Standards Board (FASB) Accounting Standards
Codification (the Codification). The Companys business trust subsidiaries have issued $30.0
million in floating rate capital securities (Trust Preferred Securities) and $0.9 million of
floating rate common securities. The sole assets of the Companys business trust subsidiaries are
$30.9 million of junior subordinated debentures issued by the Company, which have the same terms
with respect to maturity, payments, and distributions as the Trust Preferred Securities and the
floating rate common securities.
2. Redomestication
In February 2010, the Companys Board of Directors approved a plan for the Company to
re-domesticate from the Cayman Islands to Ireland. At a special shareholders meeting held on May
27, 2010, the Companys shareholders voted in favor of completing the re-domestication proposal
pursuant to which all United America Indemnity, Ltd. ordinary shares would be cancelled and all
holders of such shares would receive ordinary shares of Global Indemnity plc, a newly formed Irish
company that was incorporated on March 9, 2010, on a one-for-two basis (two United America
Indemnity, Ltd. shares exchanged for one Global Indemnity plc share). The re-domestication
transaction was completed on July 2, 2010, following approval from the Grand Court of the Cayman
Islands, at which time Global Indemnity plc replaced United America Indemnity, Ltd. as the ultimate
parent company, and United America Indemnity, Ltd. became a wholly-owned subsidiary of Global
Indemnity plc. Shares of United America Indemnity, Ltd. previously traded on the NASDAQ Global
Select Market under the symbol INDM. Shares of the Irish company, Global Indemnity plc, began
trading on the NASDAQ Global Select Market on July 6, 2010 under the symbol GBLI.
8
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
3. Profit Enhancement Initiative
On November 2, 2010, we committed to a Profit Enhancement Initiative with respect to our U.S.
Insurance Operations. The plan was initiated on November 4, 2010, and is part of our efforts to
streamline our operations in response to the continuing impact of the domestic recession as well as
the competitive landscape within the excess and surplus lines market. This initiative is intended
to enhance profitability and earnings by aligning corporate overhead costs with changes in our
business. In the fourth quarter of 2010, the Company reduced its U.S. based census by approximately
25%, closed underperforming U.S. facilities, and supplemented staffing in Bermuda and in Ireland.
All action items relating to this initiative were implemented by December 31, 2010.
The total cost of implementing this initiative was recorded in our consolidated statements of
operations within our Insurance Operations segment in the fourth quarter of 2010. Components of
the initiative included: (1) employee termination and severance charges of $1.71 million; (2)
expenses of $1.53 million relating to discontinuing use of leased office space, net of expected
sublease income; (3) restructuring expenses of $0.63 million for related asset and leasehold
improvement impairments; and (4) expenses of $2.91 million relating to the curtailment of our
workers compensation product initiative, consisting of a minimum ceded premium charge of $1.48
million on our workers compensation reinsurance treaty and $1.43 million in asset impairments.
The following table summarizes charges incurred in 2010 by expense type and the remaining liability
as of December 31, 2010 and March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee |
|
|
Operating |
|
|
Asset |
|
|
Workers |
|
|
|
|
(Dollars in thousands) |
|
Termination |
|
|
Leases |
|
|
Impairments |
|
|
Compensation |
|
|
Total |
|
|
Charges incurred in 2010 |
|
$ |
1,711 |
|
|
$ |
1,532 |
|
|
$ |
631 |
|
|
$ |
2,907 |
|
|
$ |
6,781 |
|
Cash payments for 2010 actions |
|
|
(758 |
) |
|
|
|
|
|
|
|
|
|
|
(985 |
) |
|
|
(1,743 |
) |
Non-cash adjustments |
|
|
176 |
|
|
|
|
|
|
|
(631 |
) |
|
|
(1,430 |
) |
|
|
(1,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability at December 31, 2010 |
|
$ |
1,129 |
|
|
$ |
1,532 |
|
|
$ |
|
|
|
$ |
492 |
|
|
$ |
3,153 |
|
Cash payments for 2010 actions |
|
|
(504 |
) |
|
|
|
|
|
|
|
|
|
|
(492 |
) |
|
|
(996 |
) |
Non-cash adjustments |
|
|
|
|
|
|
(190 |
) |
|
|
|
|
|
|
|
|
|
|
(190 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability at March 31, 2011 |
|
$ |
625 |
|
|
$ |
1,342 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no charges incurred related to the Profit Enhancement Initiative in our statement
of operations for the periods ended March 31, 2011 or 2010.
4. Investments
The Companys investments in fixed maturities, preferred stock, and common stock are classified as
available for sale and are carried at their fair value. Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair values of the Companys available
for sale portfolio, other invested assets, are determined on the basis of quoted market prices
where available. If quoted market prices are not available, the Company uses third party pricing
services to assist in determining fair value. In many instances, these services examine the
pricing of similar instruments to estimate fair value. The Company purchases bonds with the
expectation of holding them to their maturity; however, changes to the portfolio are sometimes
required to assure it is appropriately matched to liabilities. In addition, changes in financial
market conditions and tax considerations may cause the Company to sell an investment before it
matures. Corporate loans have stated maturities; however, they generally do not reach their final
maturity due to borrowers refinancing. The difference between amortized cost and fair value of the
Companys available for sale investments, excluding the Companys convertible bond and convertible
preferred stock portfolios,
net of the effect of deferred income taxes, is reflected in accumulated other comprehensive income
in shareholders equity and, accordingly, has no effect on net income other than for the credit
loss component of impairments deemed to be other than temporary. The difference between amortized
cost and fair value of the convertible bonds and convertible preferred stocks is included in
income.
9
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Companys investments in other invested assets are comprised of limited liability partnership
interests and a mutual fund. Partnership interests where we owned more than 3% at any time are
carried at their fair value. The change in the difference between amortized cost and fair value of
partnership interests of 3% ownership or greater, net of the effect of deferred income taxes, is
reflected in income. The mutual fund and partnership interests of less than 3% ownership are
carried at their fair value. The change in the difference between amortized cost and the fair
value of the mutual fund and partnership interests of less than 3% ownership, net of the effect of
deferred income taxes, is reflected in accumulated other comprehensive income in shareholders
equity and, accordingly, has no effect on net income other than for impairments deemed to be other
than temporary.
The amortized cost and estimated fair value of investments were as follows as of March 31, 2011 and
December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other than |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
temporary |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
impairments |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
|
recognized in |
|
(Dollars in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
|
AOCI (1) |
|
As of March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agency obligations |
|
$ |
109,762 |
|
|
$ |
5,196 |
|
|
$ |
(4 |
) |
|
$ |
114,954 |
|
|
$ |
|
|
Obligations of states and political
subdivisions |
|
|
240,985 |
|
|
|
5,080 |
|
|
|
(602 |
) |
|
|
245,463 |
|
|
|
|
|
Mortgage-backed securities |
|
|
333,133 |
|
|
|
10,103 |
|
|
|
(136 |
) |
|
|
343,100 |
|
|
|
(17 |
) |
Asset-backed securities |
|
|
111,335 |
|
|
|
2,368 |
|
|
|
(122 |
) |
|
|
113,581 |
|
|
|
(38 |
) |
Commercial mortgage-backed
securities |
|
|
38,353 |
|
|
|
5 |
|
|
|
(173 |
) |
|
|
38,185 |
|
|
|
|
|
Corporate bonds and loans |
|
|
529,366 |
|
|
|
19,922 |
|
|
|
(595 |
) |
|
|
548,693 |
|
|
|
(134 |
) |
Foreign corporate bonds |
|
|
51,902 |
|
|
|
1,885 |
|
|
|
(46 |
) |
|
|
53,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
1,414,836 |
|
|
|
44,559 |
|
|
|
(1,678 |
) |
|
|
1,457,717 |
|
|
|
(189 |
) |
Common stock |
|
|
126,691 |
|
|
|
29,024 |
|
|
|
(1,390 |
) |
|
|
154,325 |
|
|
|
|
|
Preferred stock |
|
|
930 |
|
|
|
1,416 |
|
|
|
|
|
|
|
2,346 |
|
|
|
|
|
Other invested assets |
|
|
14,126 |
|
|
|
3,021 |
|
|
|
(423 |
) |
|
|
16,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,556,583 |
|
|
$ |
78,020 |
|
|
$ |
(3,491 |
) |
|
$ |
1,631,112 |
|
|
$ |
(189 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the total amount of other than temporary impairment losses recognized in
accumulated other comprehensive income (AOCI) due to the adoption of the recent guidance on
other than temporary impairments in 2009. Per the accounting guidance, these items were not
included in earnings as of March 31, 2011. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other than |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
temporary |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
impairments |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
|
recognized in |
|
(Dollars in thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
|
AOCI (2) |
|
As of December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agency obligations |
|
$ |
192,746 |
|
|
$ |
9,948 |
|
|
$ |
(4 |
) |
|
$ |
202,690 |
|
|
$ |
|
|
Obligations of states and political
subdivisions |
|
|
239,872 |
|
|
|
5,756 |
|
|
|
(616 |
) |
|
|
245,012 |
|
|
|
|
|
Mortgage-backed securities |
|
|
239,265 |
|
|
|
9,864 |
|
|
|
(49 |
) |
|
|
249,080 |
|
|
|
(19 |
) |
Asset-backed securities |
|
|
112,626 |
|
|
|
2,548 |
|
|
|
(75 |
) |
|
|
115,099 |
|
|
|
(41 |
) |
Commercial mortgage-backed
securities |
|
|
38,963 |
|
|
|
9 |
|
|
|
(239 |
) |
|
|
38,733 |
|
|
|
|
|
Corporate bonds and loans |
|
|
511,754 |
|
|
|
21,594 |
|
|
|
(564 |
) |
|
|
532,784 |
|
|
|
(134 |
) |
Foreign corporate bonds |
|
|
58,429 |
|
|
|
2,570 |
|
|
|
(5 |
) |
|
|
60,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
1,393,655 |
|
|
|
52,289 |
|
|
|
(1,552 |
) |
|
|
1,444,392 |
|
|
|
(194 |
) |
Common stock |
|
|
120,674 |
|
|
|
25,300 |
|
|
|
(700 |
) |
|
|
145,274 |
|
|
|
|
|
Preferred stock |
|
|
930 |
|
|
|
1,322 |
|
|
|
|
|
|
|
2,252 |
|
|
|
|
|
Other invested assets |
|
|
5,367 |
|
|
|
13 |
|
|
|
|
|
|
|
5,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,520,626 |
|
|
$ |
78,924 |
|
|
$ |
(2,252 |
) |
|
$ |
1,597,298 |
|
|
$ |
(194 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Represents the total amount of other than temporary impairment losses recognized in
accumulated other comprehensive income (AOCI) due to the adoption of the recent guidance on
other than temporary impairments in 2009. Per the accounting guidance, these items were not
included in earnings as of December 31, 2010. |
The Company holds a mortgage-backed security (MBS) issued by Government National Mortgage
Association (GNMA) which represented approximately 8% of shareholders equity as of March 31,
2011 and December 31, 2010. Excluding U.S. treasury, agency bonds, and the MBS issued by GNMA,
the Company did not hold any debt or equity investments in a single issuer that was in excess of
4.0% and 2.0% of shareholders equity at March 31, 2011 or December 31, 2010, respectively.
10
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The amortized cost and estimated fair value of the Companys fixed maturities portfolio classified
as available for sale at March 31, 2011, by contractual maturity, are shown below. Actual
maturities may differ from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Estimated |
|
(Dollars in thousands) |
|
Cost |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
69,569 |
|
|
$ |
70,842 |
|
Due after one year through five years |
|
|
604,897 |
|
|
|
627,804 |
|
Due after five years through ten years |
|
|
197,630 |
|
|
|
203,381 |
|
Due after ten years through fifteen years |
|
|
17,898 |
|
|
|
18,622 |
|
Due after fifteen years |
|
|
42,021 |
|
|
|
42,202 |
|
Mortgaged-backed securities |
|
|
333,133 |
|
|
|
343,100 |
|
Asset-backed securities |
|
|
111,335 |
|
|
|
113,581 |
|
Commercial mortgage-backed securities |
|
|
38,353 |
|
|
|
38,185 |
|
|
|
|
|
|
|
|
|
|
$ |
1,414,836 |
|
|
$ |
1,457,717 |
|
|
|
|
|
|
|
|
The following table contains an analysis of the Companys securities with gross unrealized
losses, categorized by the period that the securities were in a continuous loss position as of
March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
|
12 months or longer (1) |
|
|
Total |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
(Dollars in thousands) |
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agency
obligations |
|
$ |
1,012 |
|
|
$ |
(4 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
1,012 |
|
|
$ |
(4 |
) |
Obligations of states and
political subdivisions |
|
|
47,382 |
|
|
|
(537 |
) |
|
|
1,614 |
|
|
|
(65 |
) |
|
|
48,996 |
|
|
|
(602 |
) |
Mortgage-backed securities |
|
|
33,876 |
|
|
|
(114 |
) |
|
|
547 |
|
|
|
(22 |
) |
|
|
34,423 |
|
|
|
(136 |
) |
Asset-backed securities |
|
|
16,447 |
|
|
|
(71 |
) |
|
|
819 |
|
|
|
(51 |
) |
|
|
17,266 |
|
|
|
(122 |
) |
Commercial mortgage-backed
securities |
|
|
32,846 |
|
|
|
(173 |
) |
|
|
|
|
|
|
|
|
|
|
32,846 |
|
|
|
(173 |
) |
Corporate bonds and loans |
|
|
62,331 |
|
|
|
(591 |
) |
|
|
754 |
|
|
|
(4 |
) |
|
|
63,085 |
|
|
|
(595 |
) |
Foreign corporate bonds |
|
|
5,300 |
|
|
|
(46 |
) |
|
|
|
|
|
|
|
|
|
|
5,300 |
|
|
|
(46 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
199,194 |
|
|
|
(1,536 |
) |
|
|
3,734 |
|
|
|
(142 |
) |
|
|
202,928 |
|
|
|
(1,678 |
) |
Common stock |
|
|
25,611 |
|
|
|
(1,361 |
) |
|
|
361 |
|
|
|
(29 |
) |
|
|
25,972 |
|
|
|
(1,390 |
) |
Other invested assets |
|
|
9,577 |
|
|
|
(423 |
) |
|
|
|
|
|
|
|
|
|
|
9,577 |
|
|
|
(423 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
234,382 |
|
|
$ |
(3,320 |
) |
|
$ |
4,095 |
|
|
$ |
(171 |
) |
|
$ |
238,477 |
|
|
$ |
(3,491 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Fixed maturities in a gross unrealized loss position for twelve months or longer are
primarily comprised of non-credit losses on investment grade
securities where management does not intend to sell, and it is more likely than not that the
Company will not be forced to sell the security before recovery. The Company has analyzed these
securities and has determined that they are not impaired. |
The following table contains an analysis of the Companys securities with gross unrealized
losses, categorized by the period that the securities were in a continuous loss position as of
December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
|
12 months or longer (1) |
|
|
Total |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
(Dollars in thousands) |
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agency
obligations |
|
$ |
1,015 |
|
|
$ |
(4 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
1,015 |
|
|
$ |
(4 |
) |
Obligations of states and
political subdivisions |
|
|
38,601 |
|
|
|
(553 |
) |
|
|
1,651 |
|
|
|
(63 |
) |
|
|
40,252 |
|
|
|
(616 |
) |
Mortgage-backed securities |
|
|
2,298 |
|
|
|
(29 |
) |
|
|
561 |
|
|
|
(20 |
) |
|
|
2,859 |
|
|
|
(49 |
) |
Asset-backed securities |
|
|
7,021 |
|
|
|
(17 |
) |
|
|
880 |
|
|
|
(58 |
) |
|
|
7,901 |
|
|
|
(75 |
) |
Commercial mortgage-backed
securities |
|
|
32,889 |
|
|
|
(239 |
) |
|
|
|
|
|
|
|
|
|
|
32,889 |
|
|
|
(239 |
) |
Corporate bonds and loans |
|
|
35,063 |
|
|
|
(559 |
) |
|
|
1,014 |
|
|
|
(5 |
) |
|
|
36,077 |
|
|
|
(564 |
) |
Foreign corporate bonds |
|
|
1,990 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
1,990 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
118,877 |
|
|
|
(1,406 |
) |
|
|
4,106 |
|
|
|
(146 |
) |
|
|
122,983 |
|
|
|
(1,552 |
) |
Common stock |
|
|
12,580 |
|
|
|
(700 |
) |
|
|
|
|
|
|
|
|
|
|
12,580 |
|
|
|
(700 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
131,457 |
|
|
$ |
(2,106 |
) |
|
$ |
4,106 |
|
|
$ |
(146 |
) |
|
$ |
135,563 |
|
|
$ |
(2,252 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Fixed maturities in a gross unrealized loss position for twelve months or longer are
primarily comprised of non-credit losses on investment grade securities where management does
not intend to sell, and it is more likely than not that the Company will not be forced to sell
the security before recovery. The Company has analyzed these securities and has determined
that they are not impaired. |
11
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Company regularly performs various analytical valuation procedures with respect to its
investments, including reviewing each fixed maturity security in an unrealized loss position to
assess whether the security is a candidate for credit loss. Specifically, the Company considers
credit rating, market price, and issuer specific financial information, among other factors, to
assess the likelihood of collection of all principal and interest as contractually due. Securities
for which the Company determines that a credit loss is likely are subjected to further analysis
through discounted cash flow testing to estimate the credit loss to be recognized in earnings, if
any. The specific methodologies and significant assumptions used by asset class are discussed
below. Upon identification of such securities and periodically thereafter, a detailed review is
performed to determine whether the decline is considered other than temporary. This review
includes an analysis of several factors, including but not limited to, the credit ratings and cash
flows of the securities and the magnitude and length of time that the fair value of such securities
is below cost.
For fixed maturities, the factors considered in reaching the conclusion that a decline below cost
is other than temporary include, among others, whether:
|
(1) |
|
the issuer is in financial distress; |
|
|
(2) |
|
the investment is secured; |
|
|
(3) |
|
a significant credit rating action occurred; |
|
|
(4) |
|
scheduled interest payments were delayed or missed; |
|
|
(5) |
|
changes in laws or regulations have affected an issuer or industry; |
|
|
(6) |
|
the investment has an unrealized loss and was identified by the Companys
Investment Manager as an investment to be sold before recovery or maturity; and |
|
|
(7) |
|
the investment failed cash flow projection testing to determine if anticipated
principal and interest payments will be realized. |
According to the most recent accounting guidance, for debt securities in an unrealized loss
position, the Company is required to assess whether the Company has the intent to sell the debt
security or more likely than not will be required to sell the debt security before the anticipated
recovery. If either of these conditions is met, the Company must recognize an other than temporary
impairment with the entire unrealized loss being recorded through earnings.
For debt securities in an unrealized loss position not meeting these conditions, the Company
assesses whether the impairment of a security is other than temporary. If the impairment is deemed
to be other than temporary, the Company must separate the other than temporary impairment into two
components: the amount representing the credit loss and the amount related to all other factors,
such as changes in interest rates. The credit loss represents the portion of the amortized book
value in excess of the net present value of the projected future cash flows discounted at the
effective interest rate implicit in the debt security prior to impairment. The credit loss
component of the other than temporary impairment is recorded through earnings, whereas the amount
relating to factors other than credit losses are recorded in other comprehensive income, net of
taxes.
For equity securities, management carefully reviews all securities with unrealized losses and
further focuses on securities that have either:
|
(1) |
|
persisted for more than twelve consecutive months or |
|
|
(2) |
|
the value of the investment has been 20% or more below cost for six continuous
months or more to determine if the security should be impaired. |
The amount of any write-down, including those that are deemed to be other than temporary, is
included in earnings as a realized loss in the period in which the impairment arose.
The following is a description, by asset type, of the methodology and significant inputs that the
Company used to measure the amount of credit loss recognized in earnings, if any:
U.S. treasury and agency obligations As of March 31, 2011, gross unrealized losses related to
U.S. treasury and agency obligations were $0.004 million. All unrealized losses have been in an
unrealized loss position for less than twelve months. All of these securities are rated AAA. The
Companys investment managers analysis for this sector includes on-site visits and meetings with
officials in addition to the standard rigorous analysis that determines the financial condition of
the issuer.
12
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Obligations of states and political subdivisions As of March 31, 2011, gross unrealized losses
related to obligations of states and political subdivisions were $0.6 million. Of this amount,
$0.07 million has been in an unrealized loss position for twelve months or greater. These
securities are rated investment grade. The Companys investment managers analysis for this sector
includes on-site visits and meetings with officials in addition to the standard rigorous analysis
that determines the financial condition of the issuer.
Mortgage-backed securities As of March 31, 2011, gross unrealized losses related to
mortgage-backed securities were $0.14 million. Of this amount, $0.02 million has been in an
unrealized loss position for twelve months or greater. All of these securities are rated AA+. The
Companys investment manager models each mortgage-backed security to project principal losses under
downside, base, and upside scenarios for the economy and home prices. The primary assumption that
drives the security and loan level modeling is the Home Price Index (HPI) projection. The
Companys investment manager first projects HPI at the national level, then at the Metropolitan
Statistical Area (MSA) level based on the historical relationship between the individual MSA HPI
and the national HPI, using inputs from its macroeconomic team, mortgage portfolio management team,
and structured analyst team. The model utilizes loan level data and borrower characteristics
including FICO score, geographic location, original and content loan size, loan age, mortgage rate
and type (fixed rate / interest-only / adjustable rate mortgage), issuer / originator, residential
type (owner occupied / investor property), dwelling type (single family / multi-family), loan
purpose, level of documentation, and delinquency status as inputs.
Asset backed securities (ABS) As of March 31, 2011, gross unrealized losses related to asset
backed securities were $0.1 million. Of this amount, $0.05 million has been in an unrealized loss
position for twelve months or greater. These securities are rated investment grade. The weighted
average credit enhancement for the Companys asset backed portfolio is 29.8. The Companys
investment manager analyzes every ABS transaction on a stand-alone basis. This analysis involves a
thorough review of the collateral, prepayment, and structural risk in each transaction.
Additionally, their analysis includes an in-depth credit analysis of the originator and servicer of
the collateral. The Companys investment manager projects an expected loss for a deal given a set
of assumptions
specific to the asset type. These assumptions are used to calculate at what level of losses that
the deal will incur a dollar of loss. The major assumptions used to calculate this ratio are loss
severities, recovery lags, and no advances on principal and interest.
Commercial mortgage-backed securities (CMBS) As of March 31, 2011, gross unrealized losses
related to CMBS were $0.2 million. All unrealized losses have been in an unrealized loss position
for less than twelve months. All of these securities are rated AAA. The weighted average credit
enhancement for the Companys CMBS portfolio is 23.2. This represents the percentage of pool
losses that can occur before a mortgage-backed security will incur its first dollar of principle
losses. For the Companys CMBS portfolio, a loan level analysis is utilized where every underlying
CMBS loan is re-underwritten based on the Companys investment managers internally generated set
of assumptions that reflect their expectation for the future path of the economy. In the analysis,
the focus is centered on stressing the significant variables that influence commercial loan
defaults and collateral losses in CMBS deals. These variables include: (1) occupancies are
projected to drop; (2) capitalization rates vary by property type and are forecasted to return to
more normalized levels as the capital markets repair and capital begins to flow again; and (3)
property value was stressed by using projected property performance and projected capitalization
rates. Term risk is triggered if projected debt service coverage rate falls below 1x. Balloon
risk is triggered if a propertys projected performance does not satisfy new, tighter mortgage
standards.
Corporate bonds and loans As of March 31, 2011, gross unrealized losses related to corporate
bonds and loans were $0.6 million. Of this amount, $0.004 million has been in an unrealized loss
position for twelve months or greater. All of these securities are rated below investment grade.
The Companys investment managers analysis for this sector includes maintaining detailed financial
models that include a projection of each issuers future financial performance, including
prospective debt servicing capabilities, capital structure composition, and the value of the
collateral. The analysis incorporates the macroeconomic environment, industry conditions in which
the issuer operates, issuers current competitive position, vulnerability to changes in the
competitive environment, regulatory environment, issuer liquidity, issuer commitment to
bondholders, issuer creditworthiness, and asset protection. Part of the process also includes
running downside scenarios to evaluate the expected likelihood of default as well as potential
losses in the event of default.
13
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Foreign bonds As of March 31, 2011, gross unrealized losses related to foreign bonds were $0.05
million. All unrealized losses have been in an unrealized loss position for less than twelve
months. These securities are rated investment grade. The Companys investment manager maintains
financial models for the Companys bond issuers. These models include a projection of each
issuers future financial performance including prospective debt servicing capabilities and capital
structure composition. The analysis incorporates the macroeconomic environment, industry
conditions in which the issuer operates, issuers current competitive position, vulnerability to
changes in the competitive environment, regulatory environment, issuer liquidity, issuer commitment
to bondholders, issuer creditworthiness, and asset protection.
Common stocks As of
March 31, 2011, gross unrealized losses related to common stock were $1.39 million.
Of this amount, $0.03 million has been in an unrealized loss position for twelve months or
greater. To determine if an other than temporary impairment of an equity security has occurred,
the Company considers, among other things, the severity and duration of the decline in fair value
of the equity security. The Company also examines other factors to determine if the equity
security could recover its value in a reasonable period of time.
The Company recorded the following other than temporary impairments (OTTI) on its investment
portfolio for the quarters ended March 31, 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended |
|
|
|
March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
OTTI losses, gross |
|
$ |
|
|
|
$ |
(89 |
) |
Portion of loss recognized in other comprehensive income (pre-tax) |
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
|
Net impairment losses on fixed maturities recognized in earnings |
|
|
|
|
|
|
(42 |
) |
Common stock |
|
|
(553 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(553 |
) |
|
$ |
(42 |
) |
|
|
|
|
|
|
|
The following table is an analysis of the credit losses recognized in earnings on debt
securities held by the Company for the quarters ended March 31, 2011 and 2010 for which a portion
of the OTTI loss was recognized in other comprehensive income.
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended |
|
|
|
March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
115 |
|
|
$ |
50 |
|
Additions where no OTTI was previously recorded |
|
|
|
|
|
|
31 |
|
Additions where an OTTI was previously recorded |
|
|
|
|
|
|
11 |
|
Reductions for securities for which the company intends to sell or
more likely than not will be required to sell before recovery |
|
|
|
|
|
|
|
|
Reductions reflecting increases in expected cash flows to be collected |
|
|
|
|
|
|
|
|
Reductions for securities sold during the period |
|
|
(29 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
86 |
|
|
$ |
92 |
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income
Accumulated other comprehensive income as of March 31, 2011 and December 31, 2010 was as follows:
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
March 31, 2011 |
|
|
December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) from: |
|
|
|
|
|
|
|
|
Fixed maturities |
|
$ |
42,881 |
|
|
$ |
50,737 |
|
Preferred stock |
|
|
1,416 |
|
|
|
1,322 |
|
Common stock |
|
|
27,634 |
|
|
|
24,600 |
|
Mutual Fund |
|
|
(423 |
) |
|
|
|
|
Partnerships < 3% owned |
|
|
3,021 |
|
|
|
13 |
|
Deferred taxes |
|
|
(18,742 |
) |
|
|
(19,461 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income |
|
$ |
55,787 |
|
|
$ |
57,211 |
|
|
|
|
|
|
|
|
14
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Net Realized Investment Gains
The components of net realized investment gains for the quarters ended March 31, 2011 and 2010 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended |
|
|
|
March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
$ |
5,715 |
|
|
$ |
11,691 |
|
Convertibles |
|
|
|
|
|
|
3 |
|
Common stock |
|
|
6,282 |
|
|
|
2,510 |
|
|
|
|
|
|
|
|
Total |
|
$ |
11,997 |
|
|
$ |
14,204 |
|
|
|
|
|
|
|
|
The proceeds from sales of available-for-sale securities resulting in net realized investment
gains (losses) for the three months ended March 31, 2011 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
$ |
220,016 |
|
|
$ |
275,773 |
|
Equity securities |
|
|
29,365 |
|
|
|
10,324 |
|
Net Investment Income
The sources of net investment income for the quarters ended March 31, 2011 and 2010 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Fixed maturities |
|
$ |
14,683 |
|
|
$ |
15,580 |
|
Preferred and common stocks |
|
|
777 |
|
|
|
361 |
|
Cash and cash equivalents |
|
|
17 |
|
|
|
77 |
|
|
|
|
|
|
|
|
Total investment income |
|
|
15,477 |
|
|
|
16,018 |
|
Investment expense |
|
|
(1,063 |
) |
|
|
(1,439 |
) |
|
|
|
|
|
|
|
Net investment income |
|
$ |
14,414 |
|
|
$ |
14,579 |
|
|
|
|
|
|
|
|
The Companys total investment return on an after-tax basis for the quarters ended March 31,
2011 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
12,536 |
|
|
$ |
12,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized investment gains |
|
|
8,755 |
|
|
|
10,993 |
|
Net equity in net income (loss) of partnership |
|
|
53 |
|
|
|
(29 |
) |
Net unrealized investment losses |
|
|
(1,424 |
) |
|
|
(1,017 |
) |
|
|
|
|
|
|
|
Net investment gains |
|
|
7,384 |
|
|
|
9,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return |
|
$ |
19,920 |
|
|
$ |
22,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return % (1) |
|
|
1.2 |
% |
|
|
1.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average investment portfolio (2) |
|
$ |
1,720,392 |
|
|
$ |
1,694,571 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Not annualized. |
|
(2) |
|
Average of total cash and invested assets, net of payable for
securities purchased, as of the beginning and ending of the period. |
15
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Subprime and Alt-A Investments
The Company had approximately $2.9 million and $3.0 million worth of investment exposure through
subprime and Alt-A investments as of March 31, 2011 and December 31, 2010, respectively. An Alt-A
investment is one which is backed by a loan that contains limited documentation. As of March 31,
2011, approximately $0.2 million of those investments were rated AAA by Standard & Poors, $0.2
million were rated BBB- to AA, and $2.5 million were rated below investment grade. As of December
31, 2010, approximately $0.2 million of those investments were rated AAA by Standard & Poors, $0.2
million were rated BBB- to AA, and $2.6 million were rated below investment grade. There were no
impairments on these investments during the quarter ended March 31, 2011 and $0.04 million of
impairments on these investments during the year ended December 31, 2010.
Insurance Enhanced Municipal Bonds
As of March 31, 2011, the Company held insurance enhanced municipal bonds of approximately $115.9
million, which represented approximately 6.7% of the Companys total cash and invested assets.
These securities had an average rating of AA. Approximately $47.4 million of these bonds are
pre-refunded with U.S. treasury securities, of which $35.1 million are backed by financial
guarantors, meaning that funds have been set aside in escrow to satisfy the future interest and
principal obligations of the bond. Of the remaining $68.5 million of insurance enhanced municipal
bonds, $32.5 million would have carried a lower credit rating had they not been insured. The
following table provides a breakdown of the ratings for these municipal bonds with and without
insurance.
|
|
|
|
|
|
|
|
|
|
|
Ratings |
|
|
Ratings |
|
(Dollars in thousands) |
|
with |
|
|
without |
|
Rating |
|
Insurance |
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
AAA |
|
$ |
145 |
|
|
$ |
|
|
AA |
|
|
27,569 |
|
|
|
10,418 |
|
A |
|
|
422 |
|
|
|
16,271 |
|
BBB |
|
|
2,493 |
|
|
|
3,940 |
|
NR |
|
|
1,881 |
|
|
|
1,881 |
|
|
|
|
|
|
|
|
Total |
|
$ |
32,510 |
|
|
$ |
32,510 |
|
|
|
|
|
|
|
|
A summary of the Companys insurance enhanced municipal bonds that are backed by financial
guarantors, including the pre-refunded bonds that are escrowed in U.S. government obligations, as
of March 31, 2011 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exposure Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Pre-refunded |
|
|
|
|
|
|
|
|
|
|
|
Government |
|
|
& Government |
|
(Dollars in thousands) |
|
|
|
|
|
Pre-refunded |
|
|
Guaranteed |
|
|
Guaranteed |
|
Financial Guarantor |
|
Total |
|
|
Securities |
|
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ambac Financial Group |
|
$ |
11,258 |
|
|
$ |
5,721 |
|
|
$ |
|
|
|
$ |
5,537 |
|
Financial Guaranty Insurance Company |
|
|
2,454 |
|
|
|
2,454 |
|
|
|
|
|
|
|
|
|
Financial Security Assurance, Inc. |
|
|
42,621 |
|
|
|
15,122 |
|
|
|
|
|
|
|
27,499 |
|
Municipal Bond Insurance Association |
|
|
39,920 |
|
|
|
11,025 |
|
|
|
|
|
|
|
28,895 |
|
Federal Housing Association |
|
|
2,259 |
|
|
|
|
|
|
|
2,259 |
|
|
|
|
|
Government National Housing Association |
|
|
3,684 |
|
|
|
789 |
|
|
|
2,895 |
|
|
|
|
|
Permanent School Fund Guaranty |
|
|
1,373 |
|
|
|
|
|
|
|
1,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total backed by financial guarantors |
|
|
103,569 |
|
|
|
35,111 |
|
|
|
6,527 |
|
|
|
61,931 |
|
Other credit enhanced municipal bonds |
|
|
12,283 |
|
|
|
12,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
115,852 |
|
|
$ |
47,394 |
|
|
$ |
6,527 |
|
|
$ |
61,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition to the $115.9 million of insurance enhanced municipal bonds, the Company also held
insurance enhanced asset-backed and credit securities with a market value of approximately $32.4
million, which represented approximately 1.9% of the Companys total invested assets. The
financial guarantors of the Companys $32.4 million of insurance enhanced asset-backed and credit
securities include Financial Guaranty Insurance Company ($0.8 million), Municipal Bond Insurance
Association ($13.1 million), Ambac ($2.5 million), Financial Security Assurance, Inc. ($5.0
million), Assured Guaranty Insurance Group ($5.8 million), and Other ($5.2 million).
The Company had no direct investments in the entities that have provided financial guarantees or
other credit support to any security held by the Company at March 31, 2011.
16
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Bonds Held on Deposit
Certain cash balances, cash equivalents, and bonds available for sale were deposited with various
governmental authorities in accordance with statutory requirements or were held in trust pursuant
to intercompany reinsurance agreements. The estimated fair values of bonds available for sale and
on deposit or held in trust were as follows as of March 31, 2011 and December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair Value |
|
(Dollars in thousands) |
|
March 31, 2011 |
|
|
December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
On deposit with governmental authorities |
|
$ |
43,400 |
|
|
$ |
43,656 |
|
Intercompany trusts held for the benefit of U.S. policyholders |
|
|
601,160 |
|
|
|
609,242 |
|
Held in trust pursuant to third party requirements |
|
|
96,625 |
|
|
|
68,900 |
|
Held in trust pursuant to U.S. regulatory requirements for
the benefit of U.S. policyholders |
|
|
5,941 |
|
|
|
5,871 |
|
|
|
|
|
|
|
|
Total |
|
$ |
747,126 |
|
|
$ |
727,669 |
|
|
|
|
|
|
|
|
5. Fair Value Measurements
The Company elected to apply the fair value option within its limited partnership investment
portfolio to an investment where the Company previously owned more than a 3% interest. The fair
value of this investment was $1.1 million as of December 31, 2010. During the quarter ended March
31, 2011, the Company liquidated its remaining interest in this limited partnership.
During the quarters ended March 31, 2011 and 2010, the Company recognized the following gains
(losses), net of taxes, due to changes in the value of these investments.
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Limited partnership > 3% ownership |
|
$ |
53 |
|
|
$ |
(29 |
) |
These gains (losses) are reflected on the consolidated statement of operations as equity in
net income (loss) of partnerships, net of taxes.
The fair value option was not elected for the Companys investments in limited partnerships with
less than a 3% ownership interest.
The accounting standards related to fair value measurements define fair value, establish a
framework for measuring fair value, outline a fair value hierarchy based on inputs used to measure
fair value, and enhance disclosure requirements for fair value measurements. These standards do
not change existing guidance as to whether or not an instrument is carried at fair value. The
Company has determined that its fair value measurements are in accordance with the requirements of
these accounting standards.
The Companys invested assets are carried at their fair value and are categorized based upon a fair
value hierarchy:
|
|
|
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical
assets that the Company has the ability to access at the measurement date. |
|
|
|
|
Level 2 inputs utilize other than quoted prices included in Level 1 that are
observable for the similar assets, either directly or indirectly. |
|
|
|
|
Level 3 inputs are unobservable for the asset, and include situations where there is
little, if any, market activity for the asset. |
17
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
In certain cases, the inputs used to measure fair value may fall into different levels of the fair
value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value
measurement falls has been determined based on the lowest level input that is significant to the
fair value measurement in its entirety. The Companys assessment of the significance of a
particular input to the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset.
Both observable and unobservable inputs may be used to determine the fair value of positions that
the Company has classified within the Level 3 category. As a result, the unrealized gains and
losses for invested assets within the Level 3 category presented in the tables below may include
changes in fair value that are attributed to both observable (e.g., changes in market interest
rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.
The following tables present information about the Companys invested assets measured at fair value
on a recurring basis as of March 31, 2011 and December 31, 2010, and indicate the fair value
hierarchy of the valuation techniques utilized by the Company to determine such fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2011 |
|
Fair Value Measurements |
|
(Dollars in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agency obligations |
|
$ |
66,076 |
|
|
$ |
48,878 |
|
|
$ |
|
|
|
$ |
114,954 |
|
Obligations of states and political subdivisions |
|
|
|
|
|
|
245,463 |
|
|
|
|
|
|
|
245,463 |
|
Mortgage-backed securities |
|
|
|
|
|
|
343,100 |
|
|
|
|
|
|
|
343,100 |
|
Commercial mortgage-backed securities |
|
|
|
|
|
|
38,185 |
|
|
|
|
|
|
|
38,185 |
|
Asset-backed securities |
|
|
|
|
|
|
113,581 |
|
|
|
|
|
|
|
113,581 |
|
Corporate bonds and loans |
|
|
|
|
|
|
548,693 |
|
|
|
|
|
|
|
548,693 |
|
Foreign corporate bonds |
|
|
|
|
|
|
53,741 |
|
|
|
|
|
|
|
53,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
66,076 |
|
|
|
1,391,641 |
|
|
|
|
|
|
|
1,457,717 |
|
Preferred shares |
|
|
|
|
|
|
2,346 |
|
|
|
|
|
|
|
2,346 |
|
Common shares |
|
|
154,325 |
|
|
|
|
|
|
|
|
|
|
|
154,325 |
|
Other invested assets |
|
|
|
|
|
|
|
|
|
|
16,724 |
|
|
|
16,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total invested assets |
|
$ |
220,401 |
|
|
$ |
1,393,987 |
|
|
$ |
16,724 |
|
|
$ |
1,631,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010 |
|
Fair Value Measurements |
|
(Dollars in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and agency obligations |
|
$ |
89,187 |
|
|
$ |
113,503 |
|
|
$ |
|
|
|
$ |
202,690 |
|
Obligations of states and political subdivisions |
|
|
|
|
|
|
245,012 |
|
|
|
|
|
|
|
245,012 |
|
Mortgage-backed securities |
|
|
|
|
|
|
249,080 |
|
|
|
|
|
|
|
249,080 |
|
Commercial mortgage-backed securities |
|
|
|
|
|
|
38,733 |
|
|
|
|
|
|
|
38,733 |
|
Asset-backed securities |
|
|
|
|
|
|
115,099 |
|
|
|
|
|
|
|
115,099 |
|
Corporate bonds and loans |
|
|
|
|
|
|
532,784 |
|
|
|
|
|
|
|
532,784 |
|
Foreign corporate bonds |
|
|
|
|
|
|
60,994 |
|
|
|
|
|
|
|
60,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturities |
|
|
89,187 |
|
|
|
1,355,205 |
|
|
|
|
|
|
|
1,444,392 |
|
Preferred shares |
|
|
|
|
|
|
2,252 |
|
|
|
|
|
|
|
2,252 |
|
Common shares |
|
|
145,274 |
|
|
|
|
|
|
|
|
|
|
|
145,274 |
|
Other invested assets |
|
|
|
|
|
|
|
|
|
|
5,380 |
|
|
|
5,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total invested assets |
|
$ |
234,461 |
|
|
$ |
1,357,457 |
|
|
$ |
5,380 |
|
|
$ |
1,597,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The securities classified as Level 1 in the above table consist of U.S. Treasuries and equity
securities actively traded on an exchange.
The securities classified as Level 2 in the above table consist primarily of fixed maturity
securities. Based on the typical trading volumes and the lack of quoted market prices for fixed
maturities, security prices are derived through recent reported trades for identical or similar
securities making adjustments through the reporting date based upon available market observable
information. If there are no recent reported trades, matrix or model processes are used to develop
a security price where future cash flow expectations are developed based upon collateral
performance and discounted at an estimated market rate. Included in the pricing of asset-backed
securities, collateralized mortgage obligations, and mortgage-backed securities are estimates of
the rate of future prepayments of principal over the remaining life of the securities. Such
estimates are derived based on the characteristics of the underlying structure and prepayment
speeds previously experienced at the interest rate levels projected for the underlying collateral.
For corporate loans, price quotes from multiple dealers along with recent reported trades for
identical or similar securities are used to develop prices.
18
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
There were no significant transfers between Level 1 and Level 2 during the quarters ended March 31,
2011 or 2010.
The following table presents changes in Level 3 investments measured at fair value on a recurring
basis for the quarter ended March 31, 2011:
|
|
|
|
|
|
|
Other |
|
Quarter Ended March 31, 2011 |
|
Invested |
|
(Dollars in thousands) |
|
Assets |
|
|
Beginning balance at January 1, 2011 |
|
$ |
5,380 |
|
Total gains (realized / unrealized): |
|
|
|
|
Included in equity in net income of partnership |
|
|
81 |
|
Included in accumulated other comprehensive income |
|
|
2,585 |
|
Purchases |
|
|
10,025 |
|
Sales |
|
|
(1,347 |
) |
|
|
|
|
Ending balance at March 31, 2011 |
|
$ |
16,724 |
|
|
|
|
|
|
|
|
|
|
Net unrealized losses included in net income for the period related to assets still held at March 31, 2011 |
|
$ |
|
|
|
|
|
|
The amount is comprised of $7.1 million related to investments in limited partnerships and
$9.6 million related to an investment in a mutual fund. The $7.1 million related to investments in
limited partnerships was comprised of securities for which there is no readily available
independent market price. The estimated fair value of these limited partnerships is measured
utilizing the Companys net asset value as a practical expedient for each limited partnership.
Material assumptions and factors utilized in pricing these securities include future cash flows,
constant
default rates, recovery rates, and any market clearing activity that may have occurred since the
prior month-end pricing period. The Companys investment in a mutual fund of $9.6 million is
measured utilizing the funds net asset value. The net asset value of the fund is based on the
actual market price of the assets of the portfolio, including accrued income less liabilities and
provisions for accrued expenses. The fund is comprised primarily of foreign equities. However,
since the Company does not have the ability to see the invested asset composition of the mutual
fund on a daily basis, this investment has been classified within the Level 3 category.
The following table presents changes in Level 3 investments measured at fair value on a recurring
basis for the quarter ended March 31, 2010:
|
|
|
|
|
|
|
Other |
|
Quarter Ended March 31, 2010 |
|
Invested |
|
(Dollars in thousands) |
|
Assets |
|
|
Beginning balance at January 1, 2010 |
|
$ |
7,999 |
|
Total losses (realized / unrealized): |
|
|
|
|
Included in equity in net loss of partnership |
|
|
(44 |
) |
Included in accumulated other comprehensive income |
|
|
(1,339 |
) |
Distribution |
|
|
(68 |
) |
|
|
|
|
Ending balance at March 31, 2010 |
|
$ |
6,548 |
|
|
|
|
|
|
|
|
|
|
Net unrealized losses included in net income for the period related to assets still held at March 31, 2010 |
|
$ |
(44 |
) |
|
|
|
|
The amount is comprised of $6.5 million related to investments in limited partnerships. Of the
investments in limited partnerships, $5.4 million was comprised of securities for which there is no
readily available independent market price. The estimated fair value of these limited partnerships
is measured utilizing the Companys net asset value as a practical expedient for each limited
partnership. Material assumptions and factors utilized in pricing these securities include future
cash flows, constant default rates, recovery rates, and any market clearing activity that may have
occurred since the prior month-end pricing period. Of our investments in limited partnerships, $1.1
million was related to a limited partnership which holds convertible preferred securities of a
privately held company. In February, 2011, the Companys remaining interest of $1.1 million was
liquidated.
19
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Fair Value of Alternative Investments
Included in Other invested assets in the fair value hierarchy at March 31, 2011 are limited
liability partnerships and a mutual fund measured at fair value. The following table provides the
fair value and future funding commitments related to these investments at March 31, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future |
|
|
|
|
|
|
|
Funding |
|
(Dollars in thousands) |
|
Fair Value |
|
|
Commitments |
|
|
Equity Fund, LP (1) |
|
$ |
7,147 |
|
|
$ |
2,544 |
|
Real Estate Fund, LP (2) |
|
|
|
|
|
|
|
|
Mutual Fund (3) |
|
|
9,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
16,724 |
|
|
$ |
2,544 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This limited partnership invests in companies, from various business sectors, whereby
the partnership has acquired control of the operating business as a lead or organizing
investor. The Company does not have the contractual option to redeem its limited
partnership interest but receives distributions based on the liquidation of the
underlying assets. The Company does not have the ability to sell or transfer its
limited partnership interest without consent from the general partner. |
|
(2) |
|
This limited partnership invests in real estate assets through a combination of direct
or indirect investments in partnerships, limited liability companies, mortgage loans,
and lines of credit. The Company does not have the contractual option to redeem its
limited partnership interest but receives distributions based on the liquidation of the
underlying assets. The Company does not have the ability to sell or transfer its
limited partnership interest without consent from the general partner. The Company
continues to hold an investment in this limited partnership and has written the fair
value down to zero in 2010. |
|
(3) |
|
This is an open-ended unincorporated mutual investment fund which seeks to generate
attractive long term total returns by investing in companies which benefit from
increasing levels of domestic consumption expenditure in the Asia ex Japan region.
Investments will primarily be in equity securities within the consumer staples, consumer
discretionary and healthcare sectors in the Asia ex Japan region; however, the approach
is unconstrained and may opportunistically invest in any sector. The Company may
request to redeem units of the portfolio. However, depending on the size of the
redemption request, certain restrictions may apply. |
Pricing
The Companys pricing vendors provide prices for all investment categories except for investments
in limited partnerships. One vendor provides prices for equity securities and select fixed
maturity categories including: corporate loans, commercial mortgage backed securities, high yield,
investment grade, short term securities, and international fixed income securities, if any. A
second vendor provides prices for other fixed maturity categories including: asset backed
securities (ABS), collateralized mortgage obligations (CMO), and municipals. A third vendor
provides prices for the remaining fixed maturity categories including mortgage backed securities
(MBS) and treasuries.
The following is a description of the valuation methodologies used by the Companys pricing vendors
for investment securities carried at fair value:
|
|
|
Equity prices are received from all primary and secondary exchanges. |
|
|
|
|
Corporate bonds are individually evaluated on a nominal spread or an option adjusted
spread basis depending on how the market trades a security or sector. Spreads are updated
each day and compared with those from the broker/dealer community and contributing firms.
Issues are generally benchmarked off of the U.S. treasuries or LIBOR. |
20
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
|
|
|
For CMOs, which are categorized with mortgage-backed securities in the tables listed
above, a volatility-driven, multi-dimensional single cash flow stream model or
option-adjusted spread model is used. For ABSs, a single expected cash flow stream model
is utilized. For both asset classes, evaluations utilize standard inputs plus new issue
data, monthly payment information, and collateral performance. The evaluated pricing
models incorporate security set-up, prepayment speeds, cash flows, treasury, swap curves
and spread adjustments. |
|
|
|
|
For municipals, a series of matrices are used to evaluate securities within this asset
class. The evaluated pricing models for this asset class incorporate security set-up,
sector curves, yield to worst, ratings updates, and adjustments for material events
notices. |
|
|
|
|
U.S. Treasuries are priced on the bid side by a market maker. |
|
|
|
|
For MBSs, the pricing vendor utilizes a matrix model correlation to TBA (a forward MBS
trade) or benchmarking to value a security. |
|
|
|
|
Corporate loans are priced using averages of bids and offers obtained from the
broker/dealer community involved in trading such loans. |
The Company performs certain procedures to validate whether the pricing information received from
the pricing vendors is reasonable, to ensure that the fair value determination is consistent with
the most recent accounting guidance, and to ensure that its assets are properly classified in the
fair value hierarchy. The Companys procedures include, but are not limited to:
|
|
|
Reviewing periodic reports provided by the Investment Manager that provides information
regarding rating changes and securities placed on watch. This procedure allows the Company
to understand why a particular securitys market value may have changed. |
|
|
|
|
Understanding and periodically evaluating the various pricing methods and procedures
used by the Companys pricing vendors to ensure that investments are properly classified
within the fair value hierarchy. |
During the quarter ended March 31, 2011, the Company has not needed to adjust quotes or prices
obtained from the pricing vendors.
6. Reinsurance
The Company cedes risk to unrelated reinsurers on a pro rata (quota share) and excess of loss
basis in the ordinary course of business to limit its net loss exposure on insurance contracts.
Reinsurance ceded arrangements do not discharge the Company of primary liability. Moreover,
reinsurers may fail to pay the Company due to a lack of reinsurer liquidity, perceived improper
underwriting, losses for risks that are excluded from reinsurance coverage, and other similar
factors, all of which could adversely affect the Companys financial results.
The Company had the following reinsurance balances as of March 31, 2011 and December 31, 2010:
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
March 31, 2011 |
|
|
December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
Reinsurance receivables |
|
$ |
390,574 |
|
|
$ |
422,839 |
|
Collateral securing reinsurance receivables |
|
|
(214,653 |
) |
|
|
(289,284 |
) |
|
|
|
|
|
|
|
Reinsurance receivables, net of collateral |
|
$ |
175,921 |
|
|
$ |
133,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for uncollectible reinsurance receivables |
|
$ |
12,742 |
|
|
$ |
12,742 |
|
Prepaid reinsurance premiums |
|
|
8,046 |
|
|
|
11,105 |
|
21
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Company regularly evaluates retention levels to ensure that the ultimate reinsurance
cessions are aligned with corporate risk tolerance and capital levels. The Companys U.S.
Insurance Operations primary reinsurance treaties are as follows:
Property Catastrophe Excess of Loss The Companys current property writings create exposure to
catastrophic events. To protect against these exposures, the Company purchases a property
catastrophe treaty. Effective June 1, 2010, the Company renewed its property catastrophe excess of
loss treaty which provides occurrence coverage for losses of $75.0 million in excess of $15.0
million. This treaty provides for one full reinstatement of coverage at 100% additional premium as
to time and pro rata as to amount of limit reinstated. This replaces the treaty that expired on
May 31, 2010, which provided identical limits of coverage.
Property Per Risk Excess of Loss Effective January 1, 2011, the Company renewed its property per
risk excess of loss treaty which provides coverage of $13.0 million per risk in excess of $2.0
million per risk. This replaces the treaty that expired December 31, 2010, which provided coverage
of $14.0 million per risk in excess of $1.0 million per risk. The renewal treaty provides coverage
in two layers: $3.0 million per risk in excess of $2.0 million per risk, and $10.0 million per risk
in excess of $5.0 million per risk. The first layer is split into two sections, each subject to a
$3.0 million limit of liability for all risks involved in one loss occurrence, and the second layer
is subject to a $10.0 million limit for all risks involved in one loss occurrence.
Professional Liability Excess of Loss Effective January 1, 2010, the Company renewed its
professional liability excess of loss treaty which provides coverage of $4.0 million per policy /
occurrence in excess of $1.0 million per policy / occurrence. This replaces the treaty that
expired December 31, 2009, which provided identical limits of coverage. For 2011, it is
anticipated that the exposure will be added to the casualty excess of loss treaty.
Casualty Excess of Loss Effective May 1, 2010, the Company renewed its casualty excess of loss
treaty which provides coverage for $2.0 million per occurrence in excess of $1.0 million per
occurrence for general liability and auto liability. Allocated loss adjustment expenses are
included within limits. This replaces the treaty that expired April 30, 2010, which provided
coverage for $2.25 million per occurrence in excess of $0.75 million per occurrence, with allocated
loss adjustment expenses shared in proportion to losses retained and ceded.
Casualty Clash Excess of Loss Effective January 1, 2011, the Company renewed its casualty clash
excess of loss treaty which provides coverage of $10.0 million per occurrence in excess of $3.0
million per occurrence, subject to a $20.0 million limit for all loss occurrences. This replaces
the treaty that expired December 31, 2010, which provided identical coverage.
Property Quota Share Effective January 1, 2010, the Company renewed its 40% quota share treaty
related to the Penn-America property line of business. This treaty covers premiums earned in 2010
on policies written in 2009 and 2010. During 2010, the Company ceded $14.1 million of earned
premium. This treaty expired on December 31, 2010 and was not renewed.
Workers Compensation Excess of Loss Effective April 15, 2010, the Company entered into two new
workers compensation excess of loss treaties. The first treaty provides coverage for $3.0 million
per occurrence in excess of $2.0 million per occurrence, with three full reinstatements of coverage
one at no cost and two at 100% additional premium as to time and pro rata as to amount of limit
reinstated. The second treaty provides coverage in three layers for $45.0 million per occurrence
in excess of $5.0 million per occurrence. The first layer of $5.0 million in excess of $5.0
million provides for two full reinstatements of coverage at 100% additional premium. The second
layer of $10.0 million in excess of $10.0 million, and the third layer of $30.0 million in excess
of $20.0 million, provides for one full reinstatement of coverage at 100% additional premium. As
discussed in Note 3 above, as part of the Profit Enhancement Initiative we curtailed our workers
compensation product initiative, which resulted in a minimum premium charge of $1.5 million for
2010 under these contracts. These treaties are not expected to be renewed in 2011.
22
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Marine Excess of Loss Effective May 24, 2010, the Company entered into a new marine excess of
loss treaty which provides coverage in three layers for $13.0 million per occurrence in excess of
$2.0 million per occurrence. The first layer of $3.0 million in excess of $2.0 million, and the
second layer of $5.0 million in excess of $5.0 million, provides for two full reinstatements of
coverage at 100% additional premium. The third layer of $5.0 million in excess of $10.0 million
provides for one full reinstatement of coverage at 100% additional premium.
There were no other significant changes to any of the Companys other reinsurance treaties during
the quarter ended March 31, 2011. To the extent that there may be an increase or decrease in
catastrophe or casualty clash exposure in the future, the Company may increase or decrease its
reinsurance protection for these exposures commensurately.
7. Income Taxes
The statutory income tax rates of the countries where the Company does business are 35.0% in the
United States, 0.0% in Bermuda, 0.0% in the Cayman Islands, 0.0% in Gibraltar, 28.59% in the Duchy
of Luxembourg, and 25.0% on non-trading income and 12.5% on trading income in the Republic of
Ireland. The statutory income tax rate of each country is applied against the expected annual
taxable income of the Company in each country to estimate the annual income tax expense. Total
estimated annual income tax expense is divided by total estimated annual pre-tax income to
determine the expected annual income tax rate used to compute the income tax provision. On an
interim basis, the expected annual income tax rate is applied against interim pre-tax income,
excluding net realized gains and losses, discrete items such as the AON settlement and limited
partnership distributions, and then adding that amount to income taxes on net realized gains and
losses, discrete items and limited partnership distributions. The Companys income before income
taxes from the Non-U.S. Subsidiaries and U.S. Subsidiaries, including the results of the quota
share agreement between Wind River Reinsurance and the Insurance Operations, for the quarters ended
March 31, 2011 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, 2011: |
|
Non-U.S. |
|
|
U.S. |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross premiums written |
|
$ |
58,697 |
|
|
$ |
56,467 |
|
|
$ |
(27,498 |
) |
|
$ |
87,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
58,195 |
|
|
$ |
24,913 |
|
|
$ |
|
|
|
$ |
83,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
|
$ |
49,626 |
|
|
$ |
26,343 |
|
|
$ |
|
|
|
$ |
75,969 |
|
Net investment income |
|
|
11,649 |
|
|
|
7,313 |
|
|
|
(4,548 |
) |
|
|
14,414 |
|
Net realized investment gains |
|
|
3,415 |
|
|
|
8,582 |
|
|
|
|
|
|
|
11,997 |
|
Other income |
|
|
|
|
|
|
11,669 |
|
|
|
|
|
|
|
11,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
64,690 |
|
|
|
53,907 |
|
|
|
(4,548 |
) |
|
|
114,049 |
|
Losses and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
40,851 |
|
|
|
17,491 |
|
|
|
|
|
|
|
58,342 |
|
Acquisition costs and other underwriting expenses |
|
|
18,737 |
|
|
|
11,115 |
|
|
|
|
|
|
|
29,852 |
|
Corporate and other operating expenses |
|
|
1,763 |
|
|
|
1,017 |
|
|
|
|
|
|
|
2,780 |
|
Interest expense |
|
|
|
|
|
|
6,300 |
|
|
|
(4,548 |
) |
|
|
1,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
3,339 |
|
|
$ |
17,984 |
|
|
$ |
|
|
|
$ |
21,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, 2010: |
|
Non-U.S. |
|
|
U.S. |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross premiums written |
|
$ |
61,646 |
|
|
$ |
54,071 |
|
|
$ |
(22,864 |
) |
|
$ |
92,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
60,867 |
|
|
$ |
20,614 |
|
|
$ |
|
|
|
$ |
81,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
|
$ |
47,041 |
|
|
$ |
23,747 |
|
|
$ |
|
|
|
$ |
70,788 |
|
Net investment income |
|
|
10,861 |
|
|
|
8,265 |
|
|
|
(4,547 |
) |
|
|
14,579 |
|
Net realized investment gains |
|
|
5,031 |
|
|
|
9,173 |
|
|
|
|
|
|
|
14,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
62,933 |
|
|
|
41,185 |
|
|
|
(4,547 |
) |
|
|
99,571 |
|
Losses and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
25,954 |
|
|
|
15,835 |
|
|
|
|
|
|
|
41,789 |
|
Acquisition costs and other underwriting expenses |
|
|
20,375 |
|
|
|
9,773 |
|
|
|
|
|
|
|
30,148 |
|
Corporate and other operating expenses |
|
|
2,168 |
|
|
|
2,728 |
|
|
|
|
|
|
|
4,896 |
|
Interest expense |
|
|
|
|
|
|
6,286 |
|
|
|
(4,547 |
) |
|
|
1,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
14,436 |
|
|
$ |
6,563 |
|
|
$ |
|
|
|
$ |
20,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following tables summarize the differences between the tax provisions under accounting
guidance applicable to interim financial statement periods and the expected tax provision at the
weighted average tax rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended March 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
% of Pre- |
|
|
|
|
|
|
% of Pre- |
|
(Dollars in thousands) |
|
Amount |
|
|
Tax Income |
|
|
Amount |
|
|
Tax Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected tax provision at weighted average rate |
|
$ |
6,553 |
|
|
|
30.7 |
% |
|
$ |
2,374 |
|
|
|
11.3 |
% |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax exempt interest |
|
|
(524 |
) |
|
|
(2.5 |
) |
|
|
(519 |
) |
|
|
(2.5 |
) |
Dividend exclusion |
|
|
(157 |
) |
|
|
(0.7 |
) |
|
|
(79 |
) |
|
|
(0.4 |
) |
Effective tax rate adjustment |
|
|
1,698 |
|
|
|
8.0 |
|
|
|
278 |
|
|
|
1.3 |
|
Other |
|
|
21 |
|
|
|
0.1 |
|
|
|
15 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
$ |
7,591 |
|
|
|
35.6 |
% |
|
$ |
2,069 |
|
|
|
9.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The effective income tax expense rate for the quarter ended March 31, 2011 was 35.6%, compared
to 9.9% for the quarter ended March 31, 2010. The increase in the effective tax rate is primarily
due to the Companys settlement with AON as noted in our 2010 Form 10-K. Excluding realized gains
and the AON settlement, the Companys expected annual effective tax rate is (14.6%). The effective
rates differed from the weighted average expected income tax expense rates of 30.7% and 11.3% for
the quarter ended March 31, 2011 and 2010, respectively, primarily due to the fact that the Company
records tax based on the annualized effective tax rate, net of tax-exempt interest and dividends.
The Company and some of its subsidiaries file income tax returns in the U.S. federal jurisdiction,
and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal tax
examinations by tax authorities for tax years before 2007.
The alternative minimum tax credit carryforward was $6.5 million and $6.5 million as of March 31,
2011 and December 31, 2010, respectively.
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties whereby
it only recognizes those tax benefits that have a greater than 50% likelihood of being sustained
upon examination by the taxing authorities. The Companys unrecognized tax benefits were $0.7
million as of March 31, 2011 and December 31, 2010. If recognized, the gross unrecognized tax
benefits could lower the effective income tax rate in any future period.
The Company classifies all interest and penalties related to uncertain tax positions as income tax
expense. As of March 31, 2011, the Company has recorded $0.1 million in liabilities for
tax-related interest and penalties on its consolidated balance sheet.
8. Liability for Unpaid Losses and Loss Adjustment Expenses
The liability for unpaid losses and loss adjustment expenses reflects the Companys best estimate
for future amounts needed to pay claims and related settlement expenses and the impact of the
Companys reinsurance coverage with respect to insured events. Estimating the ultimate claims
liability of the Company is a complex and judgmental process, because the amounts are based on
managements informed estimates and judgments using data currently available. In some cases,
significant periods of time, up to several years or more, may elapse between the occurrence of an
insured loss and the reporting of such to the Company. The method for determining the Companys
liability for unpaid losses and loss adjustment expenses includes, but is not limited to, reviewing
past loss experience and considering other factors such as industry data and legal, social, and
economic developments. As additional experience and data become available, the Companys estimate
for the liability for unpaid losses and loss adjustment expenses is revised accordingly. If the
Companys ultimate losses, net of reinsurance, prove to differ substantially from the amounts
recorded with respect to unpaid losses and loss adjustment expenses at March 31, 2011, the related
adjustments could have a material impact on the Companys future results of operations.
24
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended |
|
|
|
March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
1,052,745 |
|
|
$ |
1,257,741 |
|
Less: Ceded reinsurance receivables |
|
|
407,197 |
|
|
|
514,466 |
|
|
|
|
|
|
|
|
Net balance at beginning of period |
|
|
645,548 |
|
|
|
743,275 |
|
|
|
|
|
|
|
|
|
|
Incurred losses and loss adjustment expenses related to: |
|
|
|
|
|
|
|
|
Current year |
|
|
63,641 |
|
|
|
44,627 |
|
Prior years |
|
|
(5,299 |
) |
|
|
(2,838 |
) |
|
|
|
|
|
|
|
Total incurred losses and loss adjustment expenses |
|
|
58,342 |
|
|
|
41,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid losses and loss adjustment expenses related to: |
|
|
|
|
|
|
|
|
Current year |
|
|
5,123 |
|
|
|
2,660 |
|
Prior years |
|
|
39,525 |
|
|
|
56,364 |
|
|
|
|
|
|
|
|
Total paid losses and loss adjustment expenses |
|
|
44,648 |
|
|
|
59,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net balance at end of period |
|
|
659,242 |
|
|
|
726,040 |
|
Plus: Ceded reinsurance receivables |
|
|
375,846 |
|
|
|
506,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
1,035,088 |
|
|
$ |
1,232,641 |
|
|
|
|
|
|
|
|
When analyzing loss reserves and prior year development, the Company considers many factors,
including the frequency and severity of claims, loss trends, case reserve settlements that may have
resulted in significant development, and any other additional or pertinent factors that may impact
reserve estimates.
In the first quarter of 2011, the Company reduced its prior accident year loss reserves by $5.3
million, which consisted of a $5.0 million reduction in general liability lines, a $0.9 million
reduction in property lines, and $0.9
million in net reductions to other insignificant lines, offset by a $0.7 million increase in auto
liability lines and a $0.8 million increase in workers compensation lines:
|
|
|
General liability: The $5.0 million reduction primarily consisted of reductions of $7.0
million related to our Insurance Operations, $5.8 million of which is from accident years
2004 through 2008 due to continued favorable emergence. Incurred losses for these segments
have developed at a rate lower than the Companys historical averages. This reduction was
offset by a net increase of $2.0 million related to our Reinsurance Operations in accident
years 2009 and 2010 due to loss emergence on our Marine treaties. |
|
|
|
|
Property: The $0.9 million reduction primarily related to accident year 2009 related to
anticipated subrogation on a large equine mortality claim. |
|
|
|
|
Auto liability: The $0.7 million increase primarily consisted of an increase of $0.6
million related to accident years 2009 and 2010 in our Reinsurance Operations related to a
non-standard auto treaty. |
|
|
|
|
Workers compensation: The $0.8 million increase related to accident years 2009 and 2010
in our Reinsurance Operations resulting from expected losses related to adjustment premiums
recorded in the first quarter of 2011. |
25
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
In the first quarter of 2010, the Company reduced its prior accident year loss reserves by $2.8
million. The reduction consisted of a $2.0 million reduction in general liability lines, a $0.6
million reduction in professional liability lines, and a $0.2 million reduction in property lines:
|
|
|
General liability: The $2.0 million reduction primarily related to accident years 2006
and prior and was due to continued favorable emergence on Penn-America business. |
|
|
|
|
Professional liability: The $0.6 million reduction primarily consisted of net reductions
of $1.0 million related to accident years 2007 and prior for our lawyers and real estate
programs due to lower severity than originally anticipated, offset by increases of $0.4
million related to accident years 2008 and 2009 for our real estate program, where loss
development was higher than expected during the quarter. |
|
|
|
|
Property: The $0.2 million reduction primarily consisted of net reductions of $1.9
million primarily related to accident years 2002 and 2006 through 2008 due to a large
subrogation recovery on a disputed claim, offset by an increase of $1.7 million primarily
related to accident year 2009 due to higher than expected claim development. |
9. Related Party Transactions
Fox Paine & Company
As of March 31, 2011, Fox Paine & Company beneficially owned shares having approximately 89.5% of
the Companys total outstanding voting power. Fox Paine & Company can nominate a certain number of
Directors, dependent on Fox Paine & Companys percentage ownership of voting shares in the Company,
for so long as Fox Paine & Company hold an aggregate of 25% or more of the voting power in the
Company. Fox Paine & Company controls the election of all of our Directors due to its controlling
share ownership. The Companys Chairman is a member of Fox Paine & Company. The Company relies on
Fox Paine & Company to provide management services and other services related to the operations of
the Company.
The Company incurred management fees of $0.4 million in each of the quarters ended March 31, 2011
and 2010 as part of the annual management fee that is paid to Fox Paine & Company.
At March 31, 2011 and December 31, 2010, Wind River Reinsurance was a limited partner in Fox Paine
Capital Fund, II, which is managed by Fox Paine & Company. This investment was originally made by
United National Insurance Company in June 2000 and pre-dates the September 5, 2003 acquisition by
Fox Paine & Company of Wind River Investment Corporation, the holding company for the Companys
Predecessor Insurance Operations. The Companys investment in this limited partnership was valued
at $7.1 million and $4.3 million at March 31, 2011 and December 31, 2010, respectively. At March
31, 2011, the Company had an unfunded capital commitment of $2.5 million to the partnership.
Distributions of $0.15 million and $0.07 million were received from the limited partnership during
the first quarters of 2011 and 2010, respectively.
On July 2, 2010, United America Indemnity, Ltd. entered into an agreement to indemnify the affected
indirect owners of the affiliates of Fox Paine & Company that were shareholders of United America
Indemnity, Ltd. immediately prior to the effective date of our re-domestication to Ireland (See
Note 2 for details). The agreement indemnifies them for any tax cost (including interest on tax and
penalties, if any) of any triggering event and such affected indirect owners will pay us an amount
equal to any tax benefits, if any, realized by them as a result of a triggering event for which
they were indemnified, provided that the indirect owners will not be required to pay any amount of
tax benefits in excess of the tax costs for which we have indemnified them. A sale or other
disposition by these indirect owners of our ordinary shares will not constitute a triggering event
for this purpose. In addition, the indemnification agreement provides that, under certain
circumstances, in the event the conversion of Global Indemnity plcs Class B ordinary shares to
Class A ordinary shares or a sale or other disposition of Global Indemnity plcs Class B ordinary
shares is subject to Irish stamp duty, we will indemnify such affiliates of Fox Paine & Company and
their transferees against such Irish stamp duty.
Cozen OConnor
During the quarter ended March 31, 2010, the Company incurred $0.04 million for legal services
rendered by Cozen OConnor. Stephen A. Cozen, the chairman of Cozen OConnor, was a member of the
Companys Board of Directors until his retirement effective December 31, 2010.
26
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Validus Reinsurance, Ltd.
Validus is a participant in a quota share retrocession agreement with Wind River Reinsurance. The
Company estimated that the following written premium and losses related to the quota share
retrocession agreement have been assumed by Validus from Wind River Reinsurance:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Ceded written premium |
|
$ |
(76 |
) |
|
$ |
(2,401 |
)(1) |
Ceded paid losses |
|
|
54 |
|
|
|
644 |
|
|
|
|
(1) |
|
Represents an adjustment to true up the Companys estimated amount of ceded premium
to actual. |
Edward J. Noonan, the chairman and chief executive officer of Validus, was a member of the
Companys Board of Directors until June 1, 2007, when he resigned from the Companys Board.
Validus remains a related party since the current quota share retrocession agreement between
Validus and Wind River Reinsurance was put in place during the period when Mr. Noonan was a member
of the Companys Board of Directors.
Frank Crystal & Company
During the quarter ended March 31, 2011, the Company paid $0.1 million in brokerage fees to Frank
Crystal & Company, an insurance broker. James W. Crystal, the chairman and chief executive officer
of Frank Crystal & Company, became a member of the Companys Board of Directors effective July 6,
2010.
10. Commitments and Contingencies
Legal Proceedings
The Company is, from time to time, involved in various legal proceedings in the ordinary course of
business. The Company purchases insurance and reinsurance policies covering such risks in amounts
that it considers adequate. However, there can be no assurance that the insurance and reinsurance
coverage that the Company maintains is sufficient or will be available in adequate amounts or at a
reasonable cost. The Company does not believe that the resolution of any currently pending legal
proceedings, either individually or taken as a whole, will have a material adverse effect on the
Companys business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in a runoff of their reinsurance
operations. Some of the Companys reinsurers reinsurance operations are in runoff, and therefore,
the Company closely monitors those relationships. The Company anticipates that, similar to the
rest of the insurance and reinsurance industry, it will continue to be subject to litigation and
arbitration proceedings in the ordinary course of business.
On December 4, 2008, a federal jury in the U.S. District Court for the Eastern District of
Pennsylvania (Philadelphia) returned a $24.0 million verdict in favor of United National Insurance
Company (United National), an indirect wholly owned subsidiary of the Company, against AON Corp.,
an insurance and reinsurance broker. On July 24, 2009, a federal judge from the U.S. District Court
for the Eastern District of Pennsylvania (Philadelphia) upheld that jury verdict. In doing so, the
U.S. District Judge increased the verdict to $32.2 million by adding more than $8.2 million in
prejudgment interest. AON filed its Notice of Appeal and a Bond in the amount of $33.0 million.
Oral arguments were heard by the Appellate Court on October 26, 2010. In January, 2011, we settled
with AON for $16.3 million. We realized approximately $7.5 million, net of income taxes and
attorneys fees.
11. Share-Based Compensation Plans
During the quarter ended March 31, 2011, the Company granted 65,481 Class A ordinary shares at a
weighted average grant date value of $21.44 per share, to key employees of the Company under the
Global Indemnity plc Share Incentive Plan (the Plan). Of those shares, 54,233 were subject to
certain restrictions and 11,248 vested immediately. In addition, during the same period, the
Company granted an aggregate of 14,171 fully vested Class A ordinary shares, subject to certain
restrictions, at a weighted average grant date value of $20.82 per share, to non-employee directors
of the Company under the Plan.
27
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
12. Earnings Per Share
Earnings per share have been computed using the weighted average number of ordinary shares and
ordinary share equivalents outstanding during the period. All share counts and corresponding per
share market prices have been adjusted to reflect the one-for-two stock exchange of Global
Indemnity plc shares for United America Indemnity, Ltd. shares as part of the re-domestication to
Ireland. See Note 2 above for more information regarding the re-domestication.
The following table sets forth the computation of basic and diluted earnings per share.
|
|
|
|
|
|
|
|
|
(Dollars in thousands, |
|
Quarters Ended March 31, |
|
except per share data) |
|
2011 |
|
|
2010 |
|
|
Net income |
|
$ |
13,785 |
|
|
$ |
18,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
30,301,293 |
|
|
|
30,184,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
$ |
0.45 |
|
|
$ |
0.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted |
|
|
30,338,413 |
|
|
|
30,204,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
$ |
0.45 |
|
|
$ |
0.63 |
|
|
|
|
|
|
|
|
A reconciliation of weighted average shares for basic earnings per share to weighted average
shares for diluted earnings per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended March 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Weighted average shares for basic earnings per share |
|
|
30,301,293 |
|
|
|
30,184,544 |
|
Non-vested restricted stock |
|
|
28,318 |
|
|
|
19,876 |
|
Options |
|
|
8,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares for diluted earnings per share |
|
|
30,338,413 |
|
|
|
30,204,420 |
|
|
|
|
|
|
|
|
The weighted average shares outstanding used to determine dilutive earnings per share for the
quarters ended March 31, 2011 and 2010 do not include 305,968 and 334,020 shares, respectively,
that were deemed to be anti-dilutive.
13. Segment Information
The Company manages its business through two business segments: Insurance Operations, which
includes the operations of the U.S. Insurance Companies, and Reinsurance Operations, which includes
the operations of Wind River Reinsurance.
The Insurance Operations segment and the Reinsurance Operations segment follow the same accounting
policies used for the Companys consolidated financial statements. For further disclosure
regarding the Companys accounting policies, please see Note 4 of the notes to the consolidated
financial statements in Item 8 of Part II of the Companys 2010 Annual Report on Form 10-K.
28
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following are tabulations of business segment information for the quarters ended March 31, 2011
and 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, 2011: |
|
Insurance |
| |
Reinsurance |
|
|
|
|
(Dollars in thousands) |
|
Operations (1) |
|
|
Operations (2) |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Gross premiums written |
|
$ |
56,467 |
|
|
$ |
31,199 |
|
|
$ |
87,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
52,411 |
|
|
$ |
30,697 |
|
|
$ |
83,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
|
$ |
54,786 |
|
|
$ |
21,183 |
|
|
$ |
75,969 |
|
Other income |
|
|
11,669 |
|
|
|
|
|
|
|
11,669 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
66,455 |
|
|
|
21,183 |
|
|
|
87,638 |
|
Losses and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
32,800 |
|
|
|
25,542 |
|
|
|
58,342 |
|
Acquisition costs and other underwriting expenses |
|
|
25,178 |
(3) |
|
|
4,674 |
|
|
|
29,852 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from segments |
|
$ |
8,477 |
|
|
$ |
(9,033 |
) |
|
|
(556 |
) |
|
|
|
|
|
|
|
|
|
|
|
Unallocated Items: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
14,414 |
|
Net realized investment gains |
|
|
|
|
|
|
|
|
|
|
11,997 |
|
Corporate and other operating expenses |
|
|
|
|
|
|
|
|
|
|
(2,780 |
) |
Interest expense |
|
|
|
|
|
|
|
|
|
|
(1,752 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
21,323 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
7,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in net income of partnership |
|
|
|
|
|
|
|
|
|
|
13,732 |
|
Equity in net income of partnership, net of tax |
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
$ |
13,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,632,579 |
|
|
$ |
669,219 |
(4) |
|
$ |
2,301,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes business ceded to Reinsurance Operations. |
|
(2) |
|
External business only, excluding business assumed from Insurance Operations. |
|
(3) |
|
Includes federal excise tax of $284 relating to cessions from Insurance Operations to Reinsurance Operations. |
|
(4) |
|
Comprised of Wind River Reinsurances total assets less its investment in subsidiaries. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, 2010: |
|
Insurance |
| |
Reinsurance |
|
|
|
|
(Dollars in thousands) |
|
Operations (1) |
|
|
Operations (2) |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Gross premiums written |
|
$ |
54,071 |
|
|
$ |
38,782 |
|
|
$ |
92,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
43,478 |
|
|
$ |
38,003 |
|
|
$ |
81,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
|
$ |
49,744 |
|
|
$ |
21,044 |
|
|
$ |
70,788 |
|
Losses and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
29,714 |
|
|
|
12,075 |
|
|
|
41,789 |
|
Acquisition costs and other underwriting expenses |
|
|
22,700 |
(3) |
|
|
7,448 |
|
|
|
30,148 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from segments |
|
$ |
(2,670 |
) |
|
$ |
1,521 |
|
|
|
(1,149 |
) |
|
|
|
|
|
|
|
|
|
|
|
Unallocated Items: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
14,579 |
|
Net realized investment gains |
|
|
|
|
|
|
|
|
|
|
14,204 |
|
Corporate and other operating expenses |
|
|
|
|
|
|
|
|
|
|
(4,896 |
) |
Interest expense |
|
|
|
|
|
|
|
|
|
|
(1,739 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
20,999 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
2,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in net loss of partnership |
|
|
|
|
|
|
|
|
|
|
18,930 |
|
Equity in net loss of partnership, net of tax |
|
|
|
|
|
|
|
|
|
|
(29 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
$ |
18,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,775,927 |
|
|
$ |
640,714 |
(4) |
|
$ |
2,416,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes business ceded to Reinsurance Operations. |
|
(2) |
|
External business only, excluding business assumed from Insurance Operations. |
|
(3) |
|
Includes federal excise tax of $260 relating to cessions from Insurance Operations to Reinsurance Operations. |
|
(4) |
|
Comprised of Wind River Reinsurances total assets less its investment in subsidiaries. |
29
GLOBAL INDEMNITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
14. Supplemental Cash Flow Information
The Company paid the following amounts in cash for net U.S. federal income taxes and interest
during the quarters ended March 31, 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended |
|
|
|
March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Net U.S. federal income taxes paid (recovered) |
|
$ |
(48 |
) |
|
$ |
|
|
Interest paid |
|
|
3,123 |
|
|
|
3,124 |
|
15. Subsequent Events
On March 23, 2011, the Company announced that David J. Myers is no longer President of Diamond
State Group. The Company appointed Ronald F. Gorman as President of Diamond State Group on April
11, 2011.
On April 28, 2011, the Company announced it is evaluating potential strategic alternatives, which
will include discussions with potential acquirers, and has retained Morgan Stanley & Co.
Incorporated to assist with its evaluation.
In April and early May of 2011, the United States experienced severe weather from wind, hail,
floods and tornados resulting in widespread property damage. We currently estimate that we have
incurred pretax net losses of $6.1 million as a result of these events. Actual losses may vary
materially from our current estimates due to the inherent uncertainties resulting from several
factors, including the preliminary nature of the loss data available and potential inaccuracies and
inadequacies in the data provided.
30
GLOBAL INDEMNITY PLC
|
|
|
Item 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should
be read in conjunction with the consolidated financial statements and accompanying notes of Global
Indemnity included elsewhere in this report. Some of the information contained in this discussion
and analysis or set forth elsewhere in this report, including information with respect to our plans
and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please
see Cautionary Note Regarding Forward-Looking Statements at the end of this Item 2 for a
discussion of important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained herein. For more
information regarding our business and operations, please see our Annual Report on Form 10-K for
the year ended December 31, 2010.
Recent Developments
On March 23, 2011, the Company announced that David J. Myers is no longer President of Diamond
State Group. The Company appointed Ronald F. Gorman as President of Diamond State Group on April
11, 2011.
On April 28, 2011, the Company announced it is evaluating potential strategic alternatives, which
will include discussions with potential acquirers, and has retained Morgan Stanley & Co.
Incorporated to assist with its evaluation.
In April and early May of 2011, the United States experienced severe weather from wind, hail,
floods and tornados resulting in widespread property damage. We currently estimate that we have
incurred pretax net losses of $6.1 million as a result of these events. Actual losses may vary
materially from our current estimates due to the inherent uncertainties resulting from several
factors, including the preliminary nature of the loss data available and potential inaccuracies and
inadequacies in the data provided.
Overview
Our Insurance Operations distribute property and casualty insurance products through a group of
approximately 102 professional general agencies that have limited quoting and binding authority, as
well as a number of wholesale insurance brokers who in turn sell our insurance products to insureds
through retail insurance brokers. We operate predominantly in the excess and surplus lines
marketplace. To manage our operations, we differentiate them by product classification. These
product classifications are: 1) Penn-America, which includes property and general liability
products for small commercial businesses distributed through a select network of wholesale general
agents with specific binding authority; 2) United National, which includes property, general
liability, and professional lines products distributed through program administrators with specific
binding authority; and 3) Diamond State, which includes property, casualty, and professional lines
products distributed through wholesale brokers and program administrators with specific binding
authority.
Our Reinsurance Operations are comprised of the operations of Wind River Reinsurance, a Bermuda
based treaty reinsurer of excess and surplus lines and specialty property and casualty insurance.
We derive our revenues primarily from premiums paid on insurance policies that we write and from
income generated by our investment portfolio, net of fees paid for investment management services.
The amount of insurance premiums that we receive is a function of the amount and type of policies
we write, as well as of prevailing market prices.
Our expenses include losses and loss adjustment expenses, acquisition costs and other underwriting
expenses, corporate and other operating expenses, interest, other investment expenses, and income
taxes. Losses and loss adjustment expenses are estimated by management and reflect our best
estimate of ultimate losses and costs arising during the reporting period and revisions of prior
period estimates. We record losses and loss adjustment expenses based on an actuarial analysis of
the estimated losses we expect to incur on the insurance policies we write. The ultimate losses
and loss adjustment expenses will depend on the actual costs to resolve claims. Acquisition costs
consist principally of commissions that are typically a percentage of the premiums on the insurance
policies we write, net of ceding commissions earned from reinsurers and allocated internal costs.
Other underwriting expenses
consist primarily of personnel expenses and general operating expenses. Corporate and other
operating expenses are comprised primarily of outside legal fees, other professional fees,
including accounting fees, directors fees, management fees, salaries and benefits for company
personnel whose services relate to the support of corporate activities, and capital duty taxes
incurred. Interest expense consists primarily of interest on senior notes payable, junior
subordinated debentures, and funds held on behalf of others.
31
GLOBAL INDEMNITY PLC
Critical Accounting Estimates and Policies
Our consolidated financial statements are prepared in conformity with GAAP, which requires us to
make estimates and assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates and assumptions. We believe
that of our 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, we believe that the liability for unpaid losses and
loss adjustment expenses reflects our best estimate for future amounts needed to pay losses and
related loss adjustment expenses and the impact of our reinsurance coverages with respect to
insured events.
In developing loss and loss adjustment expense (loss or losses) reserve estimates for our
Insurance Operations, our 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 either
short-tail or long-tail. Most of our business can be characterized as medium to long-tail. For
long-tail business, it will generally be several years between the time the business is written and
the time when all claims are settled. Our 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. For further discussion about our product classifications, see General Business
Segments Our Insurance Operations in Item 1 of Part I of our 2010 Annual Report on Form 10-K.
Each of our product classifications contain both long-tail and short-tail exposures. Every reserve
category is analyzed by our actuaries each quarter. The analyses generally include reviews of
losses gross of reinsurance and net of reinsurance.
In addition to our internal reserve analysis, independent external actuaries perform a detailed
review of our reserves during the second and fourth quarters and performed an additional, higher
level review as of March 31, 2011. We do not rely upon the review of the independent actuaries to
develop our reserves; however, the data is used to corroborate the analysis performed by the
in-house actuarial staff.
Loss reserve estimates for our Reinsurance Operations are developed by independent, external
actuaries. The data for this analysis is organized by treaty and treaty year. As with our
reserves for our Insurance Operations, reserves for our Reinsurance Operations are characterized as
short-tail through long-tail. Most of our business can be characterized as medium to long-tail.
Long-tail exposures include workers compensation, professional liability, and excess and umbrella
liability. Short-tail exposures are primarily catastrophe exposed property accounts. Every treaty
is reviewed each quarter, both gross and net of reinsurance.
The methods that we use to project ultimate losses for long-tail through short-tail exposures
include, but are not limited to, the following:
|
|
|
Paid Development method; |
|
|
|
|
Incurred 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. |
32
GLOBAL INDEMNITY PLC
The Paid Development method estimates ultimate losses by reviewing paid loss patterns and applying
them to accident years with further expected changes in paid loss. Selection of the paid loss
pattern requires analysis of several factors including the impact of inflation on claims costs, the
rate at which claims professionals make claim payments and close claims, the impact of judicial
decisions, the impact of underwriting changes, the impact of large claim payments and other
factors. Claim cost inflation itself requires evaluation of changes in the cost of repairing or
replacing property, changes in the cost of medical care, changes in the cost of wage replacement,
judicial decisions, legislative changes and other factors. Because this method assumes that losses
are paid at a consistent rate, changes in any of these factors can impact the results. Since the
method does not rely on case reserves, it is not directly influenced by changes in the adequacy of
case reserves.
For many reserve categories, paid loss data for recent periods may be too immature or erratic for
accurate predictions. This situation often exists for long-tail exposures. In addition, changes
in the factors described above may result in inconsistent payment patterns. Finally, estimating
the paid loss pattern subsequent to the most mature point available in the data analyzed often
involves considerable uncertainty for long-tail reserve categories.
The Incurred Development method is similar to the Paid Development method, but it uses case
incurred losses instead of paid losses. Since this method uses more data (case reserves in
addition to paid losses) than the Paid Development method, the incurred development patterns may be
less variable than paid development patterns. However, selection of the incurred loss pattern
requires analysis of all of the factors listed in the description of the Paid Development method.
In addition, the inclusion of case reserves can lead to distortions if changes in case reserving
practices have taken place and the use of case incurred losses may not eliminate the issues
associated with estimating the incurred loss pattern subsequent to the most mature point available.
The Expected Loss Ratio method multiplies premiums by an expected loss ratio to produce ultimate
loss estimates for each accident year. This method may be useful if loss development patterns are
inconsistent, losses emerge very slowly, or there is relatively little loss history from which to
estimate future losses. The selection of the expected loss ratio requires analysis of loss ratios
from earlier accident years or pricing studies and analysis of inflationary trends, frequency
trends, rate changes, underwriting changes, and other applicable factors.
The Bornhuetter-Ferguson method using premiums and paid losses is a combination of the Paid
Development method and the Expected Loss Ratio method. This method normally determines expected
loss ratios similar to the method used for the Expected Loss Ratio method and requires analysis of
the same factors described above. The method assumes that only future losses will develop at the
expected loss ratio level. The percent of paid loss to ultimate loss implied from the Paid
Development method is used to determine what percentage of ultimate loss is yet to be paid. The
use of the pattern from the Paid Development method requires consideration of all factors listed in
the description of the Paid Development method. The estimate of losses yet to be paid is added to
current paid losses to estimate the ultimate loss for each year. This method will react very
slowly if actual ultimate loss ratios are different from expectations due to changes not accounted
for by the expected loss ratio calculation.
The Bornhuetter-Ferguson method using premiums and incurred losses is similar to the
Bornhuetter-Ferguson method using premiums and paid losses except that it uses case incurred
losses. The use of case incurred losses instead of paid losses can result in development patterns
that are less variable than paid development patterns. However, the inclusion of case reserves can
lead to distortions if changes in case reserving practices have taken place, and the method
requires analysis of all the factors that need to be reviewed for the Expected Loss Ratio and
Incurred Development methods.
The Average Loss method multiplies a projected number of ultimate claims by an estimated ultimate
average loss for each accident year to produce ultimate loss estimates. Since projections of the
ultimate number of claims are often less variable than projections of ultimate loss, this method
can provide more reliable results for reserve categories where loss development patterns are
inconsistent or too variable to be relied on exclusively. In addition, this method can more
directly account for changes in coverage that impact the number and size of claims. However, this
method can be difficult to apply to situations where very large claims or a substantial number of
unusual claims result in volatile average claim sizes. Projecting the ultimate number of claims
requires analysis of several factors including the rate at which policyholders report claims to us,
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.
33
GLOBAL INDEMNITY PLC
For many exposures, especially those that can be considered long-tail, a particular accident year
may not have a sufficient volume of paid losses to produce a statistically reliable estimate of
ultimate losses. In such a case, our actuaries typically assign more weight to the Incurred
Development method than to the Paid Development method. As claims continue to settle and the
volume of paid losses increases, the actuaries may assign additional weight to the Paid Development
method. For most of our reserve categories, even the incurred losses for accident years that are
early in the claim settlement process will not be of sufficient volume to produce a reliable
estimate of ultimate losses. In these cases, we will not assign any weight to the Paid and
Incurred Development methods and will use the Bornhuetter-Ferguson and Expected Loss Ratio methods.
For short-tail exposures, the Paid and Incurred Development methods can often be relied on sooner
primarily because our history includes a sufficient number of years to cover the entire period over
which paid and incurred losses are expected to change. However, we may also use the Expected Loss
Ratio, Bornhuetter-Ferguson and Average Loss methods for short-tail exposures.
Generally, reserves for long-tail lines use the Expected Loss Ratio method for the most recent
accident year, shift to the Bornhuetter-Ferguson methods for the next two years, and then shift to
the Incurred and/or Paid Development method. Claims related to umbrella business are usually
reported later than claims for other long-tail lines. For umbrella business, the Expected Loss
Ratio and Bornhuetter-Ferguson methods are used for as many as six years before shifting to the
Incurred Development method. Reserves for short-tail lines use the Bornhuetter-Ferguson methods
for the most recent accident year and shift to the Incurred and/or Paid Development method in
subsequent years.
For other more complex reserve categories where the above methods may not produce reliable
indications, we use additional methods tailored to the characteristics of the specific situation.
Such reserve categories include losses from construction defects and asbestos and environmental
losses (A&E).
For construction defect losses, our actuaries organize losses by the year in which they were
reported. To estimate losses from claims that have not been reported, various extrapolation
techniques are applied to the pattern of claims that have been reported to estimate the number of
claims yet to be reported. This process requires analysis of several factors including the rate at
which policyholders report claims to us, the impact of judicial decisions, the impact of
underwriting changes and other factors. An average claim size is determined from past experience
and applied to the number of unreported claims to estimate reserves for these claims.
Establishing reserves for A&E and other mass tort claims involves considerably more judgment than
other types of claims due to, among other things, inconsistent court decisions, an increase in
bankruptcy filings as a result of asbestos-related liabilities, and judicial interpretations that
often expand theories of recovery and broaden the scope of coverage. The insurance industry
continues to receive a substantial number of asbestos-related bodily injury claims, with an
increasing focus being directed toward other parties, including installers of products containing
asbestos rather than against asbestos manufacturers. This shift has resulted in significant
insurance coverage litigation implicating applicable coverage defenses or determinations, if any,
including but not limited to, determinations as to whether or not an asbestos-related bodily injury
claim is subject to aggregate limits of liability found in most comprehensive general liability
policies. In response to these continuing developments, management increased gross and net A&E
reserves during the second quarter of 2008 to reflect its best estimate of A&E exposures. In 2009,
one of our insurance companies was dismissed from a lawsuit seeking coverage from it and other
unrelated insurance companies. The suit involved issues related to approximately 3,900 existing
asbestos related bodily injury claims and future claims. The dismissal was the result of a
settlement of a disputed claim related to accident year 1984. The settlement is conditioned upon
certain legal events occurring which will trigger financial obligations by the insurance company.
Management will continue to monitor the developments of the litigation to determine if any
additional financial exposure is present.
Reserve analyses performed by our internal and external actuaries result in actuarial point
estimates. The results of the detailed reserve reviews were summarized and discussed with our
senior management to determine the best estimate of reserves. This group considered many factors
in making this decision. The factors included, but were not limited to, the historical pattern and
volatility of the actuarial indications, the sensitivity of the actuarial indications to changes in
paid and incurred loss patterns, the consistency of claims handling processes, the
consistency of case reserving practices, changes in our pricing and underwriting, and overall
pricing and underwriting trends in the insurance market.
34
GLOBAL INDEMNITY PLC
Managements best estimate at March 31, 2011 was recorded as the loss reserve. Managements best
estimate is as of a particular point in time and is based upon known facts, our actuarial analyses,
current law, and our judgment. This resulted in carried gross and net reserves of $1,035.1 million
and $659.2 million, respectively, as of March 31, 2011. A breakout of our gross and net reserves,
excluding the effects of our intercompany pooling arrangements and intercompany stop loss and quota
share reinsurance agreements, as of March 31, 2011 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Reserves |
|
(Dollars in thousands) |
|
Case |
|
|
IBNR (1) |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance Operations |
|
$ |
342,476 |
|
|
$ |
597,722 |
|
|
$ |
940,198 |
|
Reinsurance Operations |
|
|
26,781 |
|
|
|
68,109 |
|
|
|
94,890 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
369,257 |
|
|
$ |
665,831 |
|
|
$ |
1,035,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Reserves (2) |
|
|
|
Case |
|
|
IBNR (1) |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance Operations |
|
$ |
219,822 |
|
|
$ |
345,720 |
|
|
$ |
565,542 |
|
Reinsurance Operations |
|
|
26,660 |
|
|
|
67,040 |
|
|
|
93,700 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
246,482 |
|
|
$ |
412,760 |
|
|
$ |
659,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Losses incurred but not reported, including the
expected future emergence of case reserves. |
|
(2) |
|
Does not include reinsurance receivable on paid
losses. |
We continually review these estimates and, based on new developments and information, we
include adjustments of the estimated ultimate liability in the operating results for the periods in
which the adjustments are made. The establishment of loss and loss adjustment expense reserves
makes no provision for the possible broadening of coverage by legislative action or judicial
interpretation, or the emergence of new types of losses not sufficiently represented in our
historical experience or that cannot yet be quantified or estimated. We regularly analyze our
reserves and review pricing and reserving methodologies so that future adjustments to prior year
reserves can be minimized. However, given the complexity of this process, reserves require
continual updates and the ultimate liability may be higher or lower than previously indicated.
Changes in estimates for loss and loss adjustment expense reserves are recorded in the period that
the change in these estimates is made. See Note 8 of the notes to the consolidated financial
statements in Item 1 of Part I of this report for details concerning the changes in the estimate
for incurred loss and loss adjustment expenses related to prior accident years.
The detailed reserve analyses that our internal and external actuaries complete use a variety of
generally accepted actuarial methods and techniques to produce a number of estimates of ultimate
loss. We determine our best estimate of ultimate loss by reviewing the various estimates and
assigning weight to each estimate given the characteristics of the reserve category being reviewed.
The reserve estimate is the difference between the estimated ultimate loss and the losses paid to
date. The difference between the estimated ultimate loss and the case incurred loss (paid loss
plus case reserve) is considered to be IBNR. IBNR calculated as such includes a provision for
development on known cases (supplemental development) as well as a provision for claims that have
occurred but have not yet been reported (pure IBNR).
In light of the many uncertainties associated with establishing the estimates and making the
assumptions necessary to establish reserve levels, we review our reserve estimates on a regular
basis and make adjustments in the period that the need for such adjustments is determined. The
anticipated future loss emergence continues to be reflective of historical patterns, and the
selected development patterns have not changed significantly from those underlying our most recent
analyses.
The key assumptions fundamental to the reserving process are often different for various reserve
categories and accident years. Some of these assumptions are explicit assumptions that are
required of a particular method, but most of the assumptions are implicit and cannot be precisely
quantified. An example of an explicit assumption is the pattern employed in the Paid Development
method. However, the assumed pattern is itself based on several implicit assumptions such as the
impact of inflation on medical costs and the rate at which claim professionals close
claims. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss
severity is a measure of the average size of claims. Each reserve segment has an implicit
frequency and severity for each accident year as a result of the various assumptions made.
35
GLOBAL INDEMNITY PLC
Previous reserve analyses have resulted in our identification of information and trends that have
caused us to increase or decrease our frequency and severity assumptions in prior periods and could
lead to the identification of a need for additional material changes in loss and loss adjustment
expense reserves, which could materially affect our results of operations, equity, business and
insurer financial strength and debt ratings. Factors affecting loss frequency include, among other
things, the effectiveness of loss controls and safety programs and changes in economic activity or
weather patterns. Factors affecting loss severity include, among other things, changes in policy
limits and deductibles, rate of inflation and judicial interpretations. Another factor affecting
estimates of loss frequency and severity is the loss reporting lag, which is the period of time
between the occurrence of a loss and the date the loss is reported to us. The length of the loss
reporting lag affects our 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 managements best estimate. For most of our reserving classes, we
believe that frequency can be predicted with greater accuracy than severity. Therefore, we believe
managements best estimate is more sensitive to changes in severity than frequency. The following
table, which we believe reflects a reasonable range of variability around our best estimate based
on our historical loss experience and managements judgment, reflects the
impact of changes (which could be favorable or unfavorable) in frequency and severity on our
current accident year gross loss estimate of $63.6 million for claims occurring during the quarter
ended March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severity Change |
|
(Dollars in thousands) |
|
|
|
|
|
-10% |
|
|
-5% |
|
|
0% |
|
|
5% |
|
|
10% |
|
Frequency Change |
|
|
-5 |
% |
|
$ |
(9,228 |
) |
|
$ |
(6,205 |
) |
|
$ |
(3,182 |
) |
|
$ |
(159 |
) |
|
$ |
2,864 |
|
|
|
|
-3 |
% |
|
|
(8,082 |
) |
|
|
(4,996 |
) |
|
|
(1,909 |
) |
|
|
1,177 |
|
|
|
4,264 |
|
|
|
|
-2 |
% |
|
|
(7,510 |
) |
|
|
(4,391 |
) |
|
|
(1,273 |
) |
|
|
1,846 |
|
|
|
4,964 |
|
|
|
|
-1 |
% |
|
|
(6,937 |
) |
|
|
(3,787 |
) |
|
|
(636 |
) |
|
|
2,514 |
|
|
|
5,664 |
|
|
|
|
0 |
% |
|
|
(6,364 |
) |
|
|
(3,182 |
) |
|
|
|
|
|
|
3,182 |
|
|
|
6,364 |
|
|
|
|
1 |
% |
|
|
(5,791 |
) |
|
|
(2,577 |
) |
|
|
636 |
|
|
|
3,850 |
|
|
|
7,064 |
|
|
|
|
2 |
% |
|
|
(5,219 |
) |
|
|
(1,973 |
) |
|
|
1,273 |
|
|
|
4,519 |
|
|
|
7,764 |
|
|
|
|
3 |
% |
|
|
(4,646 |
) |
|
|
(1,368 |
) |
|
|
1,909 |
|
|
|
5,187 |
|
|
|
8,464 |
|
|
|
|
5 |
% |
|
|
(3,500 |
) |
|
|
(159 |
) |
|
|
3,182 |
|
|
|
6,523 |
|
|
|
9,864 |
|
Our net reserves for losses and loss expenses of $659.2 million as of March 31, 2011 relate to
multiple accident years. Therefore, the impact of changes in frequency and severity for more than
one accident year could be higher or lower than the amounts reflected above.
Recoverability of Reinsurance Receivables
We regularly review the collectability of our reinsurance receivables, and we include adjustments
resulting from this review in earnings in the period in which the adjustment arises. A.M. Best
ratings, financial history, available collateral, and payment history with the reinsurers are
several of the factors that we consider when judging collectability. Changes in loss reserves can
also affect the valuation of reinsurance receivables if the change is related to loss reserves that
are ceded to reinsurers. Certain amounts may be uncollectible if our reinsurers dispute a loss or
if the reinsurer is unable to pay. If our reinsurers do not pay, we are still legally obligated to
pay the loss. At March 31, 2011, our reinsurance receivables were $390.6 million, net of an
allowance for uncollectible reinsurance receivables of $12.7 million. See Note 6 of the notes to
the consolidated financial statements in Item 1 of Part I of this report for more details
concerning the collectability of our reinsurance receivables.
36
GLOBAL INDEMNITY PLC
Investments
The carrying amount of our investments approximates their estimated fair value. We regularly
perform various analytical valuation procedures with respect to investments, including reviewing
each fixed maturity security in an unrealized loss position to determine the amount of unrealized
loss related to credit loss and the amount related to all other factors, such as changes in
interest rates. The credit loss represents the portion of the amortized book value in
excess of the net present value of the projected future cash flows discounted at the effective
interest rate implicit in the debt security prior to impairment. The credit loss component of the
other than temporary impairment is recorded through earnings, whereas the amount relating to
factors other than credit losses are recorded in other comprehensive income, net of taxes. During
our review, we consider credit rating, market price, and issuer specific financial information,
among other factors, to assess the likelihood of collection of all principal and interest as
contractually due. Securities for which we determine that a credit loss is likely are subjected to
further analysis to estimate the credit loss to be recognized in earnings, if any. See Note 4 of
the notes to consolidated financial statements in Item 1 of Part I of this report for the specific
methodologies and significant assumptions used by asset class. Upon identification of such
securities and periodically thereafter, a detailed review is performed to determine whether the
decline is considered other than temporary. This review includes an analysis of several factors,
including but not limited to, the credit ratings and cash flows of the securities, and the
magnitude and length of time that the fair value of such securities is below cost.
For an analysis of our securities with gross unrealized losses as of March 31, 2011 and December
31, 2010, and for other than temporary impairment losses that we recorded for the quarters ended
March 31, 2011 and 2010, please see Note 4 of the notes to the consolidated financial statements in
Item 1 of Part I of this report.
Fair Value Measurements
We categorize our assets 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. See Note 5 of the
notes to the consolidated financial statements in Item 1 of Part I of this report for further
information about the fair value hierarchy and our assets that are accounted for at fair value.
Goodwill and Intangible Assets
The Company tests for impairment of goodwill at least annually and more frequently as circumstances
warrant in accordance with applicable accounting guidance. Impairment of goodwill is recognized
only if the carrying amount of the business 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. 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.
37
GLOBAL INDEMNITY PLC
Taxation
We provide for income taxes in accordance with applicable accounting guidance. Our deferred tax
assets and liabilities primarily result from temporary differences between the amounts recorded in
our consolidated financial statements and the tax basis of our 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 our assessment of uncertain tax positions and projections of future taxable
income from each tax-paying component in each jurisdiction, principally derived from business plans
and available tax planning strategies. There are no valuation allowances as of March 31, 2011
or December 31, 2010. The deferred tax asset balance is analyzed regularly by management. Based
on these analyses, we have determined that our 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, our assumptions and estimates that
resulted in our 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 our
financial condition, results of operations, and liquidity.
On an interim basis, we book our tax provision using the expected full year effective tax rate.
Forecasts which compute taxable income and taxes expected to be incurred in the jurisdictions where
we do business are prepared several times per year. The effective tax rate is computed by dividing
forecasted income tax expense not including net realized investment gains (losses), discrete items
such as the AON settlement and limited partnership distributions by forecasted pre-tax income not
including net realized investment gains (losses), discrete items and limited partnership
distributions. Changes in pre-tax and taxable income in the jurisdictions where we do business can
change the effective tax rate. To compute our income tax expense on an interim basis, we apply our
expected full year effective tax rate against our pre-tax income excluding net realized investment
gains (losses), discrete items and limited partnership distributions and then add actual tax on net
realized investment gains (losses), discrete items and limited partnership distributions to that
result.
We apply a more likely than not recognition threshold for all tax uncertainties, only allowing the
recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon
examination by the taxing authorities. Please see Note 7 of the notes to the consolidated
financial statements in Item 1 of Part I of this report for a discussion of our tax uncertainties.
Our Business Segments
We manage our business through two business segments: Insurance Operations, which includes the
operations of the U.S. Insurance Companies, and Reinsurance Operations, which are the operations of
Wind River Reinsurance.
We evaluate the performance of our Insurance Operations and Reinsurance Operations segments based
on gross and net premiums written, revenues in the form of net premiums earned and commission and
fee income, and expenses in the form of (1) net losses and loss adjustment expenses, (2)
acquisition costs, and (3) other underwriting expenses.
For a description of our segments, see Business Segments in Item 1 of Part I in our 2010 Annual
Report on Form 10-K.
38
GLOBAL INDEMNITY PLC
The following table sets forth an analysis of financial data for our segments during the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended |
|
|
|
March 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
Insurance Operations premiums written: |
|
|
|
|
|
|
|
|
Gross premiums written |
|
$ |
56,467 |
|
|
$ |
54,071 |
|
Ceded premiums written |
|
|
4,056 |
|
|
|
10,593 |
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
52,411 |
|
|
$ |
43,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance Operations premiums written: |
|
|
|
|
|
|
|
|
Gross premiums written |
|
$ |
31,199 |
|
|
$ |
38,782 |
|
Ceded premiums written |
|
|
502 |
|
|
|
779 |
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
30,697 |
|
|
$ |
38,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: (1) |
|
|
|
|
|
|
|
|
Insurance Operations |
|
$ |
66,455 |
|
|
$ |
49,744 |
|
Reinsurance Operations |
|
|
21,183 |
|
|
|
21,044 |
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
87,638 |
|
|
$ |
70,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: (2) |
|
|
|
|
|
|
|
|
Insurance Operations (3) |
|
$ |
57,978 |
|
|
$ |
52,414 |
|
Reinsurance Operations |
|
|
30,216 |
|
|
|
19,523 |
|
|
|
|
|
|
|
|
Total expenses |
|
$ |
88,194 |
|
|
$ |
71,937 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from segments: |
|
|
|
|
|
|
|
|
Insurance Operations |
|
$ |
8,477 |
|
|
$ |
(2,670 |
) |
Reinsurance Operations |
|
|
(9,033 |
) |
|
|
1,521 |
|
|
|
|
|
|
|
|
Total income from segments |
|
$ |
(556 |
) |
|
$ |
(1,149 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance combined ratio analysis: (4) |
|
|
|
|
|
|
|
|
Insurance Operations |
|
|
|
|
|
|
|
|
Loss ratio |
|
|
59.9 |
|
|
|
59.7 |
|
Expense ratio |
|
|
46.0 |
|
|
|
45.6 |
|
|
|
|
|
|
|
|
Combined ratio |
|
|
105.9 |
|
|
|
105.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance Operations |
|
|
|
|
|
|
|
|
Loss ratio |
|
|
120.6 |
|
|
|
57.4 |
|
Expense ratio |
|
|
22.1 |
|
|
|
35.4 |
|
|
|
|
|
|
|
|
Combined ratio |
|
|
142.7 |
|
|
|
92.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
Loss ratio |
|
|
76.8 |
|
|
|
59.0 |
|
Expense ratio |
|
|
39.3 |
|
|
|
42.6 |
|
|
|
|
|
|
|
|
Combined ratio |
|
|
116.1 |
|
|
|
101.6 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excludes net investment income and net realized investment gains, which are not allocated to
our segments. |
|
(2) |
|
Excludes corporate and other operating expenses and interest expense, which are not allocated
to our segments. |
|
(3) |
|
Includes excise tax of $284 and $260 for the quarters ended March 31, 2011 and 2010,
respectively, related to cessions from our Insurance Operations to our Reinsurance Operations. |
|
(4) |
|
Our insurance combined ratios are non-GAAP financial measures that are generally viewed in
the insurance industry as indicators of underwriting profitability. The loss ratio is the
ratio of net losses and loss adjustment expenses to net premiums earned. The expense ratio is
the ratio of acquisition costs and other underwriting expenses to net premiums earned. The
combined ratio is the sum of the loss and expense ratios. |
39
GLOBAL INDEMNITY PLC
Results of Operations
All percentage changes included in the text below have been calculated using the corresponding
amounts from the applicable tables.
Quarter Ended March 31, 2011 Compared with the Quarter Ended March 31, 2010
Insurance Operations
The components of income from our Insurance Operations segment and corresponding underwriting
ratios are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended March 31, |
|
|
Increase / (Decrease) |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
$ |
|
|
% |
|
|
Gross premiums written |
|
$ |
56,467 |
|
|
$ |
54,071 |
|
|
$ |
2,396 |
|
|
|
4.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
52,411 |
|
|
$ |
43,478 |
|
|
$ |
8,933 |
|
|
|
20.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
|
$ |
54,786 |
|
|
$ |
49,744 |
|
|
$ |
5,042 |
|
|
|
10.1 |
% |
Other income |
|
|
11,669 |
|
|
|
|
|
|
|
11,669 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
66,455 |
|
|
$ |
49,744 |
|
|
$ |
16,711 |
|
|
|
33.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
32,800 |
|
|
|
29,714 |
|
|
|
3,086 |
|
|
|
10.4 |
% |
Acquisition costs and other underwriting expenses (1) |
|
|
25,178 |
|
|
|
22,700 |
|
|
|
2,478 |
|
|
|
10.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from segment |
|
$ |
8,477 |
|
|
$ |
(2,670 |
) |
|
$ |
11,147 |
|
|
|
417.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current accident year |
|
|
75.8 |
|
|
|
63.9 |
|
|
|
11.9 |
|
|
|
|
|
Prior accident year |
|
|
(15.9 |
) |
|
|
(4.2 |
) |
|
|
(11.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calendar year |
|
|
59.9 |
|
|
|
59.7 |
|
|
|
0.2 |
|
|
|
|
|
Expense ratio |
|
|
46.0 |
|
|
|
45.6 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
105.9 |
|
|
|
105.3 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes excise tax of $284 and $260 related to cessions from our Insurance Operations
to our Reinsurance Operations for the quarters ended March 31, 2011 and 2010, respectively. |
Premiums
Gross premiums written, which represent the amount received or to be received for insurance
policies written without reduction for reinsurance costs or other deductions, were $56.5 million
for the quarter ended March 31, 2011, compared with $54.1 million for the quarter ended March 31,
2010, an increase of $2.4 million or 4.4%. The increase is primarily related to growth in Diamond
State brokerage operations, offset partially by decreases in Penn-America.
Net premiums written, which equal gross premiums written less ceded premiums written, were $52.4
million for the quarter ended March 31, 2011, compared with $43.5 million for the quarter ended
March 31, 2010, an increase of $8.9 million or 20.5%. The increase was primarily due to the
cancellation of a property quota share reinsurance treaty effective January 1, 2011 and an increase
in retention related to the property excess of loss treaty which renewed January 1, 2011.
The ratio of net premiums written to gross premiums written was 92.8% for the quarter ended March
31, 2011 and 80.4% for the quarter ended March 31, 2010, an increase of 12.4 points, which was
primarily due to changes in our reinsurance structure on our property business noted above.
40
GLOBAL INDEMNITY PLC
Net premiums earned were $54.8 million for the quarter ended March 31, 2011, compared with $49.7
million for the quarter ended March 31, 2010, an increase of $5.0 million or 10.1%. The increase
was primarily due to increases in
net premiums written within the previous year. Property net premiums earned for the quarters ended
March 31, 2011 and 2010 were $24.2 million and $19.3 million, respectively. Casualty net premiums
earned for the quarters ended March 31, 2011 and 2010 were $30.6 million and $30.5 million,
respectively.
Other Income
Other income was $11.7 million and $0.0 million for the quarters ended March 31, 2011 and 2010,
respectively. Other income is comprised of fee income and $11.5 million received from our settlement with AON, net
of attorneys fees. Income from the AON settlement is non-recurring. Please see Note 10 to the
consolidated financial statements in Item 1 of Part I of this report for additional details
regarding income and related tax expense from this settlement.
Net Losses and Loss Adjustment Expenses
The loss ratio for our Insurance Operations was 59.9% for the quarter ended March 31, 2011 compared
with 59.7% for the quarter ended March 31, 2010. The loss ratio is a non-GAAP financial measure
that is generally viewed in the insurance industry as an indicator of underwriting profitability
and is calculated by dividing net losses and loss adjustment expenses by net premiums earned.
The current accident year loss ratio for the quarter ended March 31, 2011 increased 11.9 points
from the quarter ended March 31, 2010:
|
|
|
The current accident year property loss ratio increased 11.8 points from 61.2% in the
quarter ended March 31, 2010 to 73.0% in the quarter ended March 31, 2011, which consists
of a 9.7 point increase in the non-catastrophe loss ratio from 59.4% in the quarter ended
March 31, 2010 to 69.1% in the quarter ended March 31, 2011 and a 2.1 point increase in the
catastrophe loss ratio from 1.8% in the quarter ended March 31, 2010 to 3.9% in the quarter
ended March 31, 2011. The increase in the non-catastrophe loss ratio is primarily due to
severity from fire losses. Non-catastrophe losses were $16.7 million and $11.4 million for
the quarters ended March 31, 2011 and 2010, respectively. The increase in the catastrophe
loss ratio is primarily due to tornado losses. Catastrophe losses were $0.9 million and
$0.3 million for the quarters ended March 31, 2011 and 2010, respectively. Property net
premiums earned for the quarters ended March 31, 2011 and 2010 were $24.2 million and $19.3
million, respectively. |
|
|
|
|
The current accident year casualty loss ratio increased 12.4 points from 65.6% in the
quarter ended March 31, 2010 to 78.0% in the quarter ended March 31, 2011 primarily due to
a professional lines loss in a class of business that we are exiting and loss emergence in
our general liability lines. Casualty net premiums earned for the quarters ended March 31,
2011 and 2010 were $30.6 million and $30.5 million, respectively. |
The impact of changes to prior accident years is 15.9 points resulting from a reduction of net
losses and loss adjustment expenses for prior accident years of $8.7 million in the quarter ended
March 31, 2011 compared to a reduction of net losses and loss adjustment expenses for prior
accident years of $2.1 million in the quarter ended March 31, 2010. When analyzing loss reserves
and prior year development, we consider many factors, including the frequency and severity of
claims, loss trends, case reserve settlements that may have resulted in significant development,
and any other additional or pertinent factors that may impact reserve estimates.
In the first quarter of 2011, the Company reduced its prior accident year loss reserves by $8.7
million, which consisted of a $7.0 million reduction in general liability lines, a $1.0 million
reduction in property lines, a $0.5 million reduction in umbrella lines, and $0.2 million in net
reductions in all other lines:
|
|
|
General liability: The $7.0 million reduction primarily consisted of reductions of $6.9
million from accident years 2004 through 2008 and 1996 and prior due to continued favorable
emergence. Incurred losses for these segments have developed at a rate lower than the
Companys historical averages. |
|
|
|
|
Property: The $1.0 million reduction primarily related to accident year 2009 related to
anticipated subrogation on a large equine mortality claim. |
|
|
|
|
Umbrella: The $0.5 million reduction primarily related to accident years 2008 and 2003
through 2005 primarily due to continued favorable emergence. |
41
GLOBAL INDEMNITY PLC
In the first quarter of 2010, the Company reduced its prior accident year loss reserves by $2.1
million. The reduction consisted of a $2.0 million reduction in general liability lines and a $0.6
million reduction in professional liability lines, offset by a $0.5 million increase in property
lines:
|
|
|
General liability: The $2.0 million reduction primarily related to accident years 2006
and prior and was due to continued favorable emergence on Penn-America business. |
|
|
|
|
Professional liability: The $0.6 million reduction primarily consisted of net reductions
of $1.0 million related to accident years 2007 and prior for our lawyers and real estate
programs due to lower severity than originally anticipated, offset by increases of $0.4
million related to accident years 2008 and 2009 for our real estate program, where loss
development was higher than expected during the quarter. |
|
|
|
|
Property: The $0.5 million increase primarily consisted of an increase of $2.4 million
primarily related to accident year 2009 due to higher than expected claim development,
partially offset by net reductions of $1.9 million primarily related to accident years 2002
and 2006 through 2008 that were due to a recent large subrogation recovery on a disputed
claim. |
Net losses and loss adjustment expenses were $32.8 million for the quarter ended March 31, 2011,
compared with $29.7 million for the quarter ended March 31, 2010, an increase of $3.1 million or
10.4%. Excluding the $8.7 million reduction of net losses and loss adjustment expenses for prior
accident years in the quarter ended March 31, 2011 and the $2.1 million reduction of net losses and
loss adjustment expenses for prior accident years in the quarter ended March 31, 2010, the current
accident year net losses and loss adjustment expenses were $41.5 million and $31.8 million for the
quarters ended March 31, 2011 and 2010, respectively. This increase is primarily attributable to
the increase in net premiums earned, and the factors described above.
Acquisition Costs and Other Underwriting Expenses
Acquisition costs and other underwriting expenses were $25.2 million for the quarter ended March
31, 2011, compared with $22.7 million for the quarter ended March 31, 2010, an increase of $2.5
million or 10.9%. The increase is comprised of a $2.0 million increase in acquisition costs and a
$0.5 million increase in other underwriting expenses:
|
|
|
The $2.0 million increase in acquisition costs is primarily due to an increase in
commissions resulting mainly from an increase in net earned premiums, a decrease in ceding commission resulting from an increase in retained business and an increase in contingent commissions related primarily to Penn-America business. |
|
|
|
|
The $0.5 million increase in other underwriting expenses is primarily due to an increase
in compensation costs related to underwriting units that were acquired or formed in the middle of 2010 and overall bonus compensation, partially offset by a decrease in employee
compensation related to the Profit Enhancement Initiative. |
Expense and Combined Ratios
The expense ratio for our Insurance Operations was 46.0% for the quarter ended March 31, 2011,
compared with 45.6% for the quarter ended March 31, 2010. The expense ratio is a non-GAAP
financial measure that is calculated by dividing the sum of acquisition costs and other
underwriting expenses by net premiums earned. The increase in the expense ratio is primarily due
to the increase in retained Penn-America business, which has a higher commission ratio than our
other business units.
The combined ratio for our Insurance Operations was 105.9% for the quarter ended March 31, 2011,
compared with 105.3% for the quarter ended March 31, 2010. The combined ratio is a non-GAAP
financial measure and is the sum of our loss and expense ratios. Excluding the $8.7 million
reduction of net losses and loss adjustment expenses for prior accident years in the quarter ended
March 31, 2011 and the $2.1 million reduction of net losses and loss adjustment expenses for prior
accident years in the quarter ended March 31, 2010, the combined ratio increased from 109.5% for
the quarter ended March 31, 2010 to 121.8% for the quarter ended March 31, 2011. See discussion of
loss ratio included in Net Losses and Loss Adjustment Expenses above and discussion of expense
ratio in preceding paragraph above for an explanation of this increase.
42
GLOBAL INDEMNITY PLC
Income from segment
The factors described above resulted in income for our Insurance Operations of $8.5 million for the
quarter ended March 31, 2011, compared to a loss of $2.7 million for the quarter ended March 31,
2010.
Reinsurance Operations
The components of income from our Reinsurance Operations segment and corresponding underwriting
ratios are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended March 31, |
|
|
Increase / (Decrease) |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
$ |
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross premiums written |
|
$ |
31,199 |
|
|
$ |
38,782 |
|
|
$ |
(7,583 |
) |
|
|
(19.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written |
|
$ |
30,697 |
|
|
$ |
38,003 |
|
|
$ |
(7,306 |
) |
|
|
(19.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
|
$ |
21,183 |
|
|
$ |
21,044 |
|
|
$ |
139 |
|
|
|
0.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
25,542 |
|
|
|
12,075 |
|
|
|
13,467 |
|
|
|
111.5 |
% |
Acquisition costs and other underwriting expenses |
|
|
4,674 |
|
|
|
7,448 |
|
|
|
(2,774 |
) |
|
|
(37.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from segment |
|
$ |
(9,033 |
) |
|
$ |
1,521 |
|
|
$ |
(10,554 |
) |
|
|
(693.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current accident year |
|
|
104.4 |
|
|
|
61.0 |
|
|
|
43.4 |
|
|
|
|
|
Prior accident year |
|
|
16.2 |
|
|
|
(3.6 |
) |
|
|
19.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calendar year loss ratio |
|
|
120.6 |
|
|
|
57.4 |
|
|
|
63.2 |
|
|
|
|
|
Expense ratio |
|
|
22.1 |
|
|
|
35.4 |
|
|
|
(13.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
142.7 |
|
|
|
92.8 |
|
|
|
49.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums
Gross premiums written, which represent the amount received or to be received for reinsurance
agreements written without reduction for reinsurance costs or other deductions, were $31.2 million
for the quarter ended March 31, 2011, compared with $38.8 million for the quarter ended March 31,
2010, a decrease of $7.6 million or 19.6%. The decrease was primarily due to cancellations of
non-standard auto and workers compensation treaties in 2011 that were not replaced, offset
partially by several new general liability treaties written in 2011.
Net premiums written, which equal gross premiums written less ceded premiums written, were $30.7
million for the quarter ended March 31, 2011, compared with $38.0 million for the quarter ended
March 31, 2010, a decrease of $7.3 million or 19.2%. The decrease was primarily due to the
decrease of gross premiums written noted above. A significant majority of our reinsurance
agreements are not retro-ceded.
The ratio of net premiums written to gross premiums written was 98.4% for the quarter ended March
31, 2011 and 98.0% for the quarter ended March 31, 2010, an increase of 0.4 points.
Net premiums earned were $21.2 million for the quarter ended March 31, 2011, compared with $21.0
million for the quarter ended March 31, 2010, an increase of $0.2 million or 0.7%. Property net
premiums earned for the quarters ended March 31, 2011 and 2010 were $8.3 million and $8.4 million,
respectively. Casualty net premiums earned for the quarters ended March 31, 2011 and 2010 were
$12.9 million and $12.6 million, respectively.
Net Losses and Loss Adjustment Expenses
The loss ratio for our Reinsurance Operations was 120.6% for the quarter ended March 31, 2011
compared with 57.4% for the quarter ended March 31, 2010. The loss ratio is a non-GAAP financial
measure that is generally viewed in the insurance industry as an indicator of underwriting
profitability and is calculated by dividing net losses and loss adjustment expenses by net premiums
earned.
43
GLOBAL INDEMNITY PLC
The current accident year loss ratio for the quarter ended March 31, 2011 increased 43.4 points
from the quarter ended March 31, 2010.
|
|
|
The current accident year property loss ratio increased 117.8 points from 45.1% in the
quarter ended March 31, 2010 to 162.9% in the quarter ended March 31, 2011. This increase
was primarily due to catastrophe losses of $3.0 million and $8.8 million during the first
quarter of 2011 related to earthquakes in New Zealand and Japan, respectively. Current
accident year property losses for the quarters ended March 31, 2011 and 2010 were $13.5
million and $3.8 million, respectively. |
|
|
|
|
The current accident year casualty loss ratio decreased 4.7 points from 71.6% in the
quarter ended March 31, 2010 to 66.9% in the quarter ended March 31, 2011. This decrease
was primarily due to $1.0 million in adjustment premiums booked in 2011 on a workers
compensation treaty that was not renewed and therefore, had no losses incurred in the 2011
accident year. Losses were recorded related to the adjustment premiums in prior accident
years as noted below. |
The impact of changes to prior accident years is 16.2 points resulting from an increase in net
losses and loss adjustment expenses for prior accident years of $3.4 million in the quarter ended
March 31, 2011 compared to a reduction of net losses and loss adjustment expenses for prior
accident years of $0.8 million in the quarter ended March 31, 2010. When analyzing loss reserves
and prior year development, we consider many factors, including the frequency and severity of
claims, loss trends, case reserve settlements that may have resulted in significant development,
and any other additional or pertinent factors that may impact reserve estimates.
In the first quarter of 2011, the Company increased its prior accident year loss reserves by $3.4
million, which consisted of a $2.0 million increase in general liability lines, a $0.8 million
increase in workers compensation lines, and a $0.6 million increase in auto liability lines:
|
|
|
General liability: The $2.0 million increase primarily related to accident years 2009
and 2010 due to marine loss emergence that was greater than expected. |
|
|
|
|
Workers compensation: The $0.8 million increase primarily related to accident years
2009 and 2010 and is the result of expected losses recorded on adjustment premiums recorded
in 2011 as discussed above. |
|
|
|
|
Auto liability: The $0.6 million increase is primarily related to accident years 2009
and 2010 resulting from greater severity on a non-standard auto treaty. |
In the first quarter of 2010, the Company reduced its prior accident year loss reserves by $0.8
million. This reduction is primarily due to a reduction of $0.8 million in our property lines that
is primarily due to a 2009 reinsurance treaty. There were also offsetting adjustments made to our
general liability and professional liability lines for accident years 2007 through 2009 that
resulted in no net change.
Net losses and loss adjustment expenses were $25.5 million for the quarter ended March 31, 2011,
compared with $12.1 million for the quarter ended March 31, 2010, an increase of $13.5 million or
111.5%. Excluding the $3.4 million increase of net losses and loss adjustment expenses for prior
accident years in the quarter ended March 31, 2011 and the $0.8 million reduction of net losses and
loss adjustment expenses for prior accident years in the quarter ended March 31, 2010, the current
accident year net losses and loss adjustment expenses increased from $12.9 million for the quarter
ended March 31, 2010 to $22.1 million for the quarter ended March 31, 2011. This increase is
primarily attributable to large catastrophe losses incurred related to the New Zealand and Japan
earthquakes as discussed above. Property net premiums earned for the quarters ended March 31, 2011
and 2010 were $8.3 million and $8.4 million, respectively. Casualty net premiums earned for the
quarters ended March 31, 2011 and 2010 were $12.9 million and $12.6 million, respectively.
44
GLOBAL INDEMNITY PLC
Acquisition Costs and Other Underwriting Expenses
Acquisition costs and other underwriting expenses were $4.7 million for the quarter ended March 31,
2011, compared with $7.4 million for the quarter ended March 31, 2010, a decrease of $2.8 million
or 37.2%. The decrease is due to a $3.1 million decrease in acquisition costs and a $0.3 million
increase in other underwriting expenses:
|
|
|
The $3.1 million decrease in acquisition costs is primarily due to a decrease in contingent commissions resulting from severe
current accident year losses discussed above. |
|
|
|
|
The $0.3 million increase in other underwriting expenses is primarily due to an increase
in compensation related to the hiring of new employees within this business unit. |
Expense and Combined Ratios
The expense ratio for our Reinsurance Operations was 22.1% for the quarter ended March 31, 2011,
compared with 35.4% for the quarter ended March 31, 2010. The expense ratio is a non-GAAP
financial measure that is calculated by dividing the sum of acquisition costs and other
underwriting expenses by net premiums earned. The decrease in the expense ratio is primarily due
to the decreases in commissions noted above.
The combined ratio for our Reinsurance Operations was 142.7% for the quarter ended March 31, 2011,
compared with 92.8% for the quarter ended March 31, 2010. The combined ratio is a non-GAAP
financial measure and is the sum of our loss and expense ratios. Excluding the impact of a $3.4
million increase of net losses and loss adjustment expenses for prior accident years in the quarter
ended March 31, 2011 and a $0.8 million reduction of net losses and loss adjustment expenses for
prior accident years in the quarter ended March 31, 2010, the combined ratio increased from 96.4%
for the quarter ended March 31, 2010 to 126.5% for the quarter ended March 31, 2011. See
discussion of loss ratio included in Net Losses and Loss Adjustment Expenses above and discussion
of expense ratio in the preceding paragraph above for an explanation of this increase.
Income (loss) from segment
The factors described above resulted in a loss from our Reinsurance Operations of $9.0 million for
the quarter ended March 31, 2011 compared to income of $1.5 million for the quarter ended March 31,
2010.
Unallocated Corporate Items
The following items are not allocated to our Insurance Operations or Reinsurance Operations
segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended March 31, |
|
|
Increase / (Decrease) |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
$ |
|
|
% |
|
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
14,414 |
|
|
$ |
14,579 |
|
|
$ |
(165 |
) |
|
|
(1.1 |
%) |
Net realized investment gains |
|
|
11,997 |
|
|
|
14,204 |
|
|
|
(2,207 |
) |
|
|
(15.5 |
%) |
Corporate and other operating expenses |
|
|
(2,780 |
) |
|
|
(4,896 |
) |
|
|
(2,116 |
) |
|
|
(43.2 |
%) |
Interest expense |
|
|
(1,752 |
) |
|
|
(1,739 |
) |
|
|
13 |
|
|
|
0.7 |
% |
Income tax expense |
|
|
(7,591 |
) |
|
|
(2,069 |
) |
|
|
5,522 |
|
|
|
266.9 |
% |
Equity in net income (loss) of partnership, net of tax |
|
|
53 |
|
|
|
(29 |
) |
|
|
82 |
|
|
|
282.8 |
% |
Net Investment Income
Net investment income, which is gross investment income less investment expenses, was $14.4 million
for the quarter ended March 31, 2011, compared with $14.6 million for the quarter ended March 31,
2010, a decrease of $0.2 million or 1.1%.
|
|
|
Gross investment income, excluding realized gains and losses, was $15.5 million for the
quarter ended March 31, 2011, compared with $16.0 million for the quarter ended March 31,
2010, a decrease of $0.5 million or 3.4%. The decrease was primarily due to lower yields
on fixed maturities when compared to the corresponding period in 2010. |
|
|
|
|
Investment expenses were $1.1 million for the quarter ended March 31, 2011, compared
with $1.4 million for the quarter ended March 31, 2010, a decrease of $0.3 million or
26.1%. The decrease is primarily due to trust fee reductions in the current period. |
45
GLOBAL INDEMNITY PLC
At March 31, 2011, the Company held mortgage-backed securities with a book value of $322.5 million.
Excluding the mortgage-backed securities, the average duration of our fixed maturities portfolio
was 2.2 years as of March 31, 2011, compared with 2.5 years as of March 31, 2010. Including cash
and short-term investments, the average duration of our investments, excluding mortgage-backed
securities, was 2.1 years as of March 31, 2011 compared to 2.3 years as of March 31, 2010. At
March 31, 2011, our embedded book yield on our fixed maturities, not including cash, was 3.89%
compared with 3.94% at March 31, 2010. The embedded book yield on the $245.5 million of municipal
bonds in our portfolio was 3.61% at March 31, 2011, compared to an embedded book yield of 3.81% on
our municipal bond portfolio of $200.3 million at March 31, 2010.
Net Realized Investment Gains
Net realized investment gains were $12.0 million and $14.2 million for the quarters ended March 31,
2011 and 2010, respectively. The net realized investment gains for the quarters ended March 31,
2011 and 2010 consist entirely of net gains relative to our fixed maturities and equity portfolios.
See Note 4 of the notes to the consolidated financial statements in Item 1 of Part I of this report
for an analysis of total investment return on an after-tax basis for the quarters ended March 31,
2011 and 2010.
Corporate and Other Operating Expenses
Corporate and other operating expenses consist of outside legal fees, other professional fees,
directors fees, management fees, salaries and benefits for holding company personnel, development
costs for new products, and taxes incurred which are not directly related to operations. Corporate
and other operating expenses were $2.8 million for the quarter ended March 31, 2011, compared with
$4.9 million for the quarter ended March 31, 2010, a decrease of $2.1 million or 43.2%. The
decrease is primarily due to cost savings resulting from our previously disclosed Profit
Enhancement Initiative.
Interest Expense
Interest expense was $1.8 million and $1.7 million for the quarters ended March 31, 2011 and 2010,
respectively. See Note 11 of the notes to the consolidated financial statements in Item 8 of Part
II of our 2010 Annual Report on Form 10-K for details on our debt.
Income Tax Expense
Income tax expense was $7.6 million and $2.1 million for the quarters ended March 31, 2011 and
2010, respectively. See Note 7 of the notes to the consolidated financial statements in Item 1 of
Part I of this report for a comparison of income tax expense between periods.
Equity in Net Income (Loss) of Partnerships
Equity in net income (loss) of partnerships, net of tax was income of $0.05 million and a loss of
$0.03 million for the quarters ended March 31, 2011 and 2010, respectively, an increase of $0.08
million.
Net Income
The factors described above resulted in net income of $13.8 million and $18.9 million for the
quarters ended March 31, 2011 and 2010, respectively, a decrease of $5.1 million or 27.1%.
46
GLOBAL INDEMNITY PLC
Liquidity and Capital Resources
Sources and Uses of Funds
Global Indemnity is a holding company. Its principal asset is its ownership of the shares of its
direct and indirect subsidiaries, including those of its Insurance Operations: United National
Insurance Company, Diamond State Insurance Company, United National Specialty Insurance Company,
United National Casualty Insurance Company, Penn-America Insurance Company, Penn-Star Insurance
Company, and Penn-Patriot Insurance Company; and its Reinsurance Operations: Wind River
Reinsurance.
The principal source of cash that Global Indemnity, Global Indemnity Group, Inc. and AIS need to
meet their short term and long term liquidity needs, including the payment of corporate expenses,
includes dividends and other permitted disbursements from their direct and indirect subsidiaries
and reimbursement for equity awards granted to employees. The principal sources of funds at these
direct and indirect subsidiaries include underwriting operations, investment income, and proceeds
from sales and redemptions of investments. Funds are used principally by these operating
subsidiaries to pay claims and operating expenses, to make debt payments, to purchase investments,
and to make dividend payments. The future liquidity of Global Indemnity, Global Indemnity Group,
Inc. and AIS is dependent on the ability of their subsidiaries to pay dividends. Currently, Global
Indemnity, Global Indemnity Group, Inc. and AIS have no planned capital expenditures that could
have a material impact on their short-term or long-term liquidity needs.
The U.S. Insurance Companies are restricted by statute as to the amount of dividends that they may
pay without the prior approval of regulatory authorities. The U.S. Insurance Companies may pay
dividends without advance regulatory approval only out of unassigned surplus. For 2011, the
maximum amount of distributions that could be paid by the United National Insurance Companies and
Penn-America Insurance Companies as dividends under applicable laws and regulations without
regulatory approval is approximately $42.4 million and $21.4 million, respectively. The
Penn-America Insurance Companies limitation includes $7.0 million that would be distributed to
United National Insurance Company or its subsidiary Penn Independent Corporation based on the
December 31, 2010 ownership percentages. The U.S. Insurance Companies did not declare or pay any
dividends during the quarter ended March 31, 2011.
For 2011, we believe that Wind River Reinsurance, including distributions it could receive from its
subsidiaries, should have sufficient liquidity and solvency to pay dividends. Wind River
Reinsurance is prohibited, without the approval of the Bermuda Monetary Authority (BMA), from
reducing by 15% or more its total statutory capital as set out in its previous years statutory
financial statements, and any application for such approval must include such information as the
BMA may require. Based upon the total statutory capital plus the statutory surplus as set out in
its 2010 statutory financial statements that will be filed with the BMA in 2011, we believe Wind
River Reinsurance could pay a dividend in 2011 of up to $248.5 million without requesting BMA
approval.
Cash Flows
Sources of operating funds consist primarily of net premiums written and investment income. Funds
are used primarily to pay claims and operating expenses and to purchase investments.
Our reconciliation of net income to cash provided from operations is generally influenced by the
following:
|
|
|
the fact that we collect premiums, net of commissions, in advance of losses paid; |
|
|
|
|
the timing of our settlements with our reinsurers; and |
|
|
|
|
the timing of our loss payments. |
47
GLOBAL INDEMNITY PLC
Net cash provided by (used for) operating activities was $7.2 million and ($10.8) million for the
quarter ended March 31, 2011 and 2010, respectively. The increase in operating cash flows of
approximately $18.1 million from the prior year was primarily a net result of the following items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, |
|
|
|
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums collected |
|
$ |
72,103 |
|
|
$ |
65,078 |
|
|
$ |
7,025 |
|
Net losses paid |
|
|
(43,727 |
) |
|
|
(44,246 |
) |
|
|
519 |
|
Acquisition costs and other underwriting expenses |
|
|
(34,739 |
) |
|
|
(45,044 |
) |
|
|
10,305 |
|
Net investment income |
|
|
15,884 |
|
|
|
16,312 |
|
|
|
(428 |
) |
Net federal income taxes recovered |
|
|
580 |
|
|
|
190 |
|
|
|
390 |
|
Interest paid |
|
|
(3,123 |
) |
|
|
(3,123 |
) |
|
|
|
|
Other |
|
|
266 |
|
|
|
(6 |
) |
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) operating activities |
|
$ |
7,244 |
|
|
$ |
(10,839 |
) |
|
$ |
18,083 |
|
|
|
|
|
|
|
|
|
|
|
See the consolidated statement of cash flows in the consolidated financial statements in Item
1 of Part I of this report for details concerning our investing and financing activities.
Liquidity
There have been no significant changes to our liquidity during the quarter ended March 31, 2011.
Please see Item 7 of Part II in our 2010 Annual Report on Form 10-K for information regarding our
liquidity.
Capital Resources
There have been no significant changes to our capital resources during the quarter ended March 31,
2011. Please see Item 7 of Part II in our 2010 Annual Report on Form 10-K for information
regarding our capital resources.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements other than the Trust Preferred Securities and floating
rate common securities discussed in the Liquidity and Capital Resources sections in Item 7 of
Part II of our 2010 Annual Report on Form 10-K.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under Managements Discussion and Analysis of Financial Condition and
Results of Operations and elsewhere in this report may include forward-looking statements that
reflect our current views with respect to future events and financial performance that are intended
to be covered by the safe harbor for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical
facts. These statements can be identified by the use of forward-looking terminology such as
believe, expect, may, will, should, project, plan, seek, intend, or anticipate
or the negative thereof or comparable terminology, and include discussions of strategy, financial
projections and estimates and their underlying assumptions, statements regarding plans, objectives,
expectations or consequences of identified transactions, and statements about the future
performance, operations, products and services of the companies, including statements regarding
projected annual savings and costs resulting from the Profit Enhancement Initiative.
Our business and operations are and will be subject to a variety of risks, uncertainties and other
factors. Consequently, actual results and experience may materially differ from those contained in
any forward-looking statements. Such risks, uncertainties and other factors that could cause
actual results and experience to differ from those projected include, but are not limited to, the
following: (1) the ineffectiveness of our business strategy due to changes in current or future
market conditions; (2) the effects of competitors pricing policies, and of changes in laws and
regulations on competition, including industry consolidation and development of competing financial
products; (3) greater frequency or severity of claims and loss activity than our underwriting,
reserving or investment practices have anticipated; (4) decreased level of demand for our insurance
products or increased competition due to an increase in capacity of property and casualty insurers;
(5) risks inherent in establishing loss and loss adjustment expense reserves; (6) uncertainties
relating to the financial ratings of our insurance subsidiaries; (7) uncertainties arising from the
cyclical nature of our business; (8) changes in our relationships with, and the capacity of, our
general agents, brokers, insurance companies and reinsurance companies from which we derive our
business; (9) the
risk that our reinsurers may not be able to fulfill obligations; (10) investment performance and
credit risk; (11) risks associated with our completed re-domestication to Ireland, which may
include encountering difficulties moving jurisdictions and opening new offices and functions, tax
and financial expectations and advantages not materializing or changing, our stock price could
decline, and Irish corporate governance and regulatory schemes could prove different or more
challenging than currently expected; (12) new tax legislation or interpretations that could lead to
an increase in our tax burden; (13) uncertainties relating to governmental and regulatory policies,
both domestically and internationally; (14) foreign currency fluctuations; (15) impact of
catastrophic events; (16) estimates of the projected annual savings and costs for the Profit
Enhancement Initiative, which we made based on information available at the time the charges were
recorded; (17) our subsidiaries ability to pay dividends; and (18) uncertainties relating to
ongoing or future litigation matters.
48
GLOBAL INDEMNITY PLC
The foregoing review of important factors should not be construed as exhaustive and should be read
in conjunction with the other cautionary statements that are set forth in Risk Factors in Item 1A
and elsewhere in our 2010 Annual Report on Form 10-K. Our forward-looking statements speak only as
of the date of this report or as of the date they were made. We undertake no obligation to publicly
update or review any forward-looking statement, whether as a result of new information, future
developments or otherwise.
|
|
|
Item 3. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
During the first quarter of 2011, positive economic fundamentals led to growing optimism over
recovery in the United States throughout much of the quarter. However, geopolitical instability
and events in Japan later weighed on investors. Despite this late quarter sell-off due to fallout
from the earthquake in Japan, all risk segments in the fixed income market outperformed
duration-equivalent government bonds. An accommodative Federal policy and steep yield curve drove
investors to search for yield in the riskiest parts of the fixed income markets. High yield
outperformed and within the securitized sectors, commercial mortgage-backed securities also
benefitted from continued investor demand.
The investment grade fixed income portfolio continues to maintain high quality with an AA average
rating, and a low duration of 2.7 years. Portfolio purchases were focused on high quality credit
and U.S. mortgage backed securities (MBS). These purchases were funded primarily through
portfolio sales consisting of U.S. Treasuries and U.S. Agencies.
During the quarter, the portfolio allocation to U.S. mortgages was increased. The supply/demand
technicals for U.S. agency are more favorable than U.S. Treasuries. The supply for U.S. Treasuries
is projected to rise dramatically as U.S. budget deficits increase, whereas U.S. agency MBS supply
will decline over time.
On January 31, 2011, $10.0 million was allocated to an Asian Consumption equity strategy. This
allocation was made to take advantage of potential attractive long term total returns by investing
in companies which benefit from increasing levels of consumption expenditure in the Asia ex Japan
region.
There have been no other significant changes to our market risk since December 31, 2010. Please
see Item 7A of Part II in our 2010 Annual Report on Form 10-K for information regarding our market
risk.
|
|
|
Item 4. |
|
CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act))
that are designed to ensure that information required to be disclosed in the Companys reports
under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms, and that such information is
accumulated and communicated to the Companys management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. The Companys management, with the
participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of the design and
operation of the Companys disclosure controls and procedures as of March 31, 2011. Based upon that
evaluation and subject to the foregoing, the Companys Chief Executive Officer and Chief Financial
Officer concluded that, as of March 31, 2011, the design and operation of the Companys disclosure
controls and procedures were effective to accomplish their objectives at the reasonable assurance
level.
Changes in Internal Controls
During the quarter ended March 31, 2011 there have been no changes in our internal controls over
financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred that have
materially affected, or are reasonably likely to materially affect, our internal controls over
financial reporting.
49
GLOBAL INDEMNITY PLC
PART II-OTHER INFORMATION
|
|
|
Item 1. |
|
Legal Proceedings |
We are, from time to time, involved in various legal proceedings in the ordinary course of
business, including litigation regarding claims. There is a greater potential for disputes with
reinsurers who are in a runoff of their reinsurance operations. Some of our reinsurers are in a
runoff of their reinsurance operations, and therefore, we closely monitor those relationships. We
do not believe that the resolution of any currently pending legal proceedings, either individually
or taken as a whole, will have a material adverse effect on our business, consolidated financial
position or results of operations. We anticipate that, similar to the rest of the insurance and
reinsurance industry, we will continue to be subject to litigation and arbitration proceedings in
the ordinary course of business.
On December 4, 2008, a federal jury in the U.S. District Court for the Eastern District of
Pennsylvania (Philadelphia) returned a $24.0 million verdict in favor of United National Insurance
Company (United National), an indirect wholly owned subsidiary of the Company, against AON Corp.,
an insurance and reinsurance broker. On July 24, 2009, a federal judge from the U.S. District Court
for the Eastern District of Pennsylvania (Philadelphia) upheld that jury verdict. In doing so, the
U.S. District Judge increased the verdict to $32.2 million by adding more than $8.2 million in
prejudgment interest. AON filed its Notice of Appeal and a Bond in the amount of $33.0 million.
Oral arguments were heard by the Appellate Court on October 26, 2010. In January, 2011, we settled
with AON for $16.3 million. We realized approximately $7.5 million, net of income taxes and
attorneys fees.
Our results of operations and financial condition are subject to numerous risks and uncertainties
described in Item 1A of Part I in our 2010 Annual Report on Form 10-K, filed with the SEC on March
16, 2011. The risk factors identified therein have not materially changed.
|
|
|
Item 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
Our Share Incentive Plan allows employees to surrender our Class A ordinary shares as payment for
the tax liability incurred upon the vesting of restricted stock that was issued under the Plan.
There were 5,859 shares purchased from our employees during the quarter ended March 31, 2011. All
Class A ordinary shares purchased from employees by us are held as treasury stock and recorded at
cost.
The following table provides information with respect to the Class A ordinary shares that were
surrendered or repurchased during the quarter ended March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate |
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Dollar Value |
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
|
of Shares That |
|
|
|
Total Number |
|
|
Average |
|
|
as Part of Publicly |
|
|
May Yet Be |
|
|
|
of Shares |
|
|
Price Paid |
|
|
Announced Plan |
|
|
Purchased Under the |
|
Period (1) |
|
Purchased |
|
|
Per Share |
|
|
or Program |
|
|
Plan or Program (2) |
|
|
|
|
|
|
|
|
|
January 1-31, 2011 |
|
|
1,280 |
(3) |
|
$ |
21.00 |
|
|
|
|
|
|
$ |
|
|
February 1-28, 2011 |
|
|
4,579 |
(3) |
|
$ |
20.69 |
|
|
|
|
|
|
$ |
|
|
March 1-31, 2011 |
|
|
504 |
(3) |
|
$ |
21.19 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,363 |
|
|
$ |
20.79 |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Based on settlement date. |
|
(2) |
|
Approximate dollar value of shares is as of the last date of the applicable month. |
|
(3) |
|
Surrendered by employees as payment of taxes withheld on the vesting of restricted
stock. |
|
|
|
Item 5. |
|
Other Information |
None.
50
GLOBAL INDEMNITY PLC
|
|
|
|
|
|
10.1 |
|
|
Amendment to the Amended and Restated Employment Agreement for Larry
A. Frakes, entered into on March 15, 2011 and effective as of July 2,
2010 (incorporated herein by reference to Exhibit 10.13 of our Annual
Report on Form 10-K filed on March 16, 2011 (File No. 001-34809)). |
|
|
|
|
|
|
10.2 |
|
|
Retention Agreement between Penn-America Insurance Company and
Matthew B. Scott, dated March 15, 2011 (incorporated herein by
reference to Exhibit 10.19 of our Annual Report on Form 10-K filed on
March 16, 2011 (File No. 001-34809)). |
|
|
|
|
|
|
10.3 |
|
|
Retention Agreement between Wind River Reinsurance Company, Ltd. and
Troy W. Santora, dated March 15, 2011 (incorporated herein by
reference to Exhibit 10.21 of our Annual Report on Form 10-K filed on
March 16, 2011 (File No. 001-34809)). |
|
|
|
|
|
|
10.4 |
|
|
Retention Agreement between United America Indemnity, Ltd. and Thomas
M. McGeehan, dated March 15, 2011 (incorporated herein by reference
to Exhibit 10.23 of our Annual Report on Form 10-K filed on March 16,
2011 (File No. 001-34809)). |
|
|
|
|
|
|
10.5 |
|
|
Retention Agreement between Diamond State Insurance Company and David
J. Myers, dated March 15, 2011 (incorporated herein by reference to
Exhibit 10.24 of our Annual Report on Form 10-K filed on March 16,
2011 (File No. 001-34809)). |
|
|
|
|
|
|
10.6 |
|
|
Letter Agreement, dated March 16, 2011, assigning the 2003 Management
Agreement (as amended) and related indemnity agreement, by and among
United America Indemnity, Ltd., Global Indemnity (Cayman) Ltd. and
Fox Paine & Company, LLC (incorporated herein by reference to Exhibit
10.26 of our Annual Report on Form 10-K filed on March 16, 2011 (File
No. 001-34809)). |
|
|
|
|
|
|
10.7 |
|
|
Guaranties, dated March 15, 2011, provided by each of United America
Indemnity, Ltd., Wind River Reinsurance Company, Ltd., and Global
Indemnity Group, Inc., in each case in favor of Fox Paine & Company,
LLC, relating to the obligations of Global Indemnity (Cayman) Ltd.
under the Letter Agreement, dated March 15, 2011 (incorporated herein
by reference to Exhibit 10.27 of our Annual Report on Form 10-K filed
on March 16, 2011 (File No. 001-34809)). |
|
|
|
|
|
|
31.1 |
+ |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the
Securities Exchange of 1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
31.2 |
+ |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the
Securities Exchange of 1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.1 |
+ |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.2 |
+ |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
51
GLOBAL INDEMNITY PLC
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
GLOBAL INDEMNITY PLC
|
|
|
|
|
Registrant |
|
|
|
|
|
|
|
|
|
May 10, 2011
Date: May 10, 2011
|
|
By:
|
|
/s/ Thomas M. McGeehan
Thomas M. McGeehan
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
(Authorized Signatory and Principal Financial and |
|
|
|
|
|
|
Accounting Officer) |
|
|
52