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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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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, 2022
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or
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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 _______ |
Commission File Number: 001-36777
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JAMES RIVER GROUP HOLDINGS, LTD. |
(Exact name of registrant as specified in its charter)
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Bermuda |
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98-0585280 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Wellesley House, 2nd Floor, 90 Pitts Bay Road, Pembroke HM08,
Bermuda
(Address of principal executive offices)
(Zip Code)
(441) 278-4580
(Registrant's
telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Names of each exchange on which registered |
Common Shares, par value $0.0002 per share |
JRVR |
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NASDAQ |
Global Select Market |
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Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90
days. Yes
x
No
¨
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes
x
No
¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
x |
Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
☐ |
Emerging growth company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
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Number of shares of the registrant's common shares outstanding at
May 6, 2022: 37,450,264
James River Group Holdings, Ltd.
Form 10-Q
Index
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or Quarterly Report, contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These statements may be identified by the fact that
they do not relate strictly to historical or current facts. You may
identify forward-looking statements in this Quarterly Report by the
use of words such as “anticipates,” “estimates,” “expects,”
“intends,” “plans”, “seeks” and “believes,” and similar expressions
or future or conditional verbs such as “will,” “should,” “would,”
“may” and “could.” These forward-looking statements include, among
others, all statements relating to our future financial
performance, our business prospects and strategy, anticipated
financial position and financial strength ratings, liquidity and
capital needs and other similar matters. These forward-looking
statements are based on management’s current expectations and
assumptions about future events, which are inherently subject to
uncertainties, risks and changes in circumstances that are
difficult to predict.
Our actual results may differ materially from those expressed in,
or implied by, the forward-looking statements included in this
Quarterly Report as a result of various factors, many of which are
beyond our control, including, among others:
•the
inherent uncertainty of estimating reserves and the possibility
that incurred losses may be greater than our loss and loss
adjustment expense reserves;
•inaccurate
estimates and judgments in our risk management may expose us to
greater risks than intended;
•the
downgrade in the financial strength rating of our regulated
insurance subsidiaries announced May 7, 2021, or further
downgrades, impacting our ability to attract and retain insurance
and reinsurance business that our subsidiaries write, our
competitive position, and our financial condition;
•the
potential loss of key members of our management team or key
employees, and our ability to attract and retain
personnel;
•adverse
economic factors resulting in the sale of fewer policies than
expected or an increase in the frequency or severity of claims, or
both;
•a
persistent high inflationary environment could have a negative
impact on our reserves, the values of our investments and
investment returns, and our compensation expenses;
•reliance
on a select group of brokers and agents for a significant portion
of our business and the impact of our potential failure to maintain
such relationships;
•reliance
on a select group of customers for a significant portion of our
business and the impact of our potential failure to maintain, or
decision to terminate, such relationships;
•our
ability to obtain reinsurance coverage at prices and on terms that
allow us to transfer risk and adequately protect our Company
against financial loss;
•losses
resulting from reinsurance counterparties failing to pay us on
reinsurance claims, insurance companies with whom we have a
fronting arrangement failing to pay us for claims, or a former
customer with whom we have an indemnification arrangement that
fails to perform their reimbursement obligations;
•inadequacy
of premiums we charge to compensate us for our losses
incurred;
•changes
in laws or government regulation, including tax or insurance law
and regulations;
•the
ongoing effect of Public Law No. 115-97, informally titled the Tax
Cuts and Jobs Act, which may have a significant effect on us
including, among other things, by potentially increasing our tax
rate, as well as on our shareholders;
•in
the event we do not qualify for the insurance company exception to
the passive foreign investment company (“PFIC”) rules and are
therefore considered a PFIC, there could be material adverse tax
consequences to an investor that is subject to U.S. federal income
taxation;
•the
Company or any of its foreign subsidiaries becoming subject to U.S.
federal income taxation;
•a
failure of any of the loss limitations or exclusions we utilize to
shield us from unanticipated financial losses or legal exposures,
or other liabilities;
•losses
from catastrophic events, such as natural disasters and terrorist
acts, which substantially exceed our expectations and/or exceed the
amount of reinsurance we have purchased to protect us from such
events;
•the
effects of the COVID-19 pandemic and associated government actions
on our operations and financial performance;
•potential
effects on our business of emerging claim and coverage
issues;
•exposure
to credit risk, interest rate risk and other market risk in our
investment portfolio;
•the
potential impact of internal or external fraud, operational errors,
systems malfunctions or cyber security incidents;
•our
ability to manage our growth effectively;
•failure
to maintain effective internal controls in accordance with
Sarbanes-Oxley Act of 2002, as amended
(“Sarbanes-Oxley”);
•changes
in our financial condition, regulations or other factors that may
restrict our subsidiaries’ ability to pay us dividends;
and
•other
risks and uncertainties discussed elsewhere in this Quarterly
Report.
Additional information about these risks and uncertainties, as well
as others that may cause actual results to differ materially from
those in the forward-looking statements, is contained in our
filings with the U.S. Securities and Exchange Commission (“SEC”),
including our Annual Report on Form 10-K for the year ended
December 31, 2021 filed with the SEC on March 1, 2022.
Forward-looking statements speak only as of the date of this
Quarterly Report. Except as expressly required under federal
securities laws and the rules and regulations of the SEC, we do not
have any obligation, and do not undertake, to update any
forward-looking statements to reflect events or circumstances
arising after the date of this Quarterly Report, whether as a
result of new information or future events or otherwise. You should
not place undue reliance on the forward-looking statements included
in this Quarterly Report or that may be made elsewhere from time to
time by us, or on our behalf. All forward-looking statements
attributable to us are expressly qualified by these cautionary
statements.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
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(Unaudited) March 31,
2022 |
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December 31,
2021 |
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(in thousands) |
Assets |
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Invested assets: |
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Fixed maturity securities, available-for-sale, at fair value
(amortized cost: 2022 – $1,726,202; 2021 –
$1,643,865)
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$ |
1,662,278 |
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$ |
1,677,561 |
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|
|
Equity securities, at fair value (cost: 2022 – $93,089; 2021 –
$95,783)
|
102,973 |
|
|
108,410 |
|
Bank loan participations, at fair value |
159,084 |
|
|
156,043 |
|
Short-term investments |
147,334 |
|
|
136,563 |
|
Other invested assets |
53,298 |
|
|
51,908 |
|
Total invested assets |
2,124,967 |
|
|
2,130,485 |
|
|
|
|
|
Cash and cash equivalents |
270,195 |
|
|
190,123 |
|
Restricted cash equivalents |
102,009 |
|
|
102,005 |
|
Accrued investment income |
11,730 |
|
|
11,037 |
|
Premiums receivable and agents’ balances, net |
367,991 |
|
|
393,967 |
|
Reinsurance recoverable on unpaid losses, net |
1,617,884 |
|
|
1,348,628 |
|
Reinsurance recoverable on paid losses |
87,595 |
|
|
82,235 |
|
Prepaid reinsurance premiums |
284,686 |
|
|
291,498 |
|
Deferred policy acquisition costs |
66,028 |
|
|
68,526 |
|
Intangible assets, net |
35,948 |
|
|
36,039 |
|
Goodwill |
181,831 |
|
|
181,831 |
|
Other assets |
116,354 |
|
|
112,176 |
|
Total assets |
$ |
5,267,218 |
|
|
$ |
4,948,550 |
|
See accompanying notes.
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) March 31,
2022 |
|
December 31,
2021 |
|
(in thousands, except share amounts) |
Liabilities and Shareholders’ Equity |
|
|
|
Liabilities: |
|
|
|
Reserve for losses and loss adjustment expenses |
$ |
2,750,188 |
|
|
$ |
2,748,473 |
|
Unearned premiums |
706,770 |
|
|
727,552 |
|
Payables to reinsurers |
127,012 |
|
|
135,617 |
|
Funds held |
371,853 |
|
|
97,360 |
|
Senior debt |
222,300 |
|
|
262,300 |
|
Junior subordinated debt |
104,055 |
|
|
104,055 |
|
Accrued expenses |
48,229 |
|
|
57,920 |
|
Other liabilities |
144,236 |
|
|
89,911 |
|
Total liabilities |
4,474,643 |
|
|
4,223,188 |
|
Commitments and contingent liabilities |
|
|
|
Series A redeemable preferred shares – 2022 and 2021: $0.00125 par
value; 20,000,000 shares authorized; 150,000 and no shares issued
and outstanding, respectively
|
144,898 |
|
|
— |
|
Shareholders’ equity: |
|
|
|
Common shares – 2022 and 2021: $0.0002 par value; 200,000,000
shares authorized; 37,448,314 and 37,373,066 shares issued and
outstanding, respectively
|
7 |
|
|
7 |
|
Additional paid-in capital |
862,904 |
|
|
862,040 |
|
Retained deficit |
(159,241) |
|
|
(166,663) |
|
Accumulated other comprehensive (loss) income |
(55,993) |
|
|
29,978 |
|
Total shareholders’ equity |
647,677 |
|
|
725,362 |
|
Total liabilities, Series A redeemable preferred shares, and
shareholders’ equity |
$ |
5,267,218 |
|
|
$ |
4,948,550 |
|
See accompanying notes.
JAMES
RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss) and
Comprehensive Loss (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(in thousands, except share amounts) |
Revenues |
|
|
|
|
|
|
|
Gross written premiums |
|
|
|
|
$ |
359,936 |
|
|
$ |
373,255 |
|
Ceded written premiums |
|
|
|
|
(184,077) |
|
|
(198,656) |
|
Net written premiums |
|
|
|
|
175,859 |
|
|
174,599 |
|
Change in net unearned premiums |
|
|
|
|
13,965 |
|
|
(14,006) |
|
Net earned premiums |
|
|
|
|
189,824 |
|
|
160,593 |
|
Net investment income |
|
|
|
|
16,267 |
|
|
15,089 |
|
Net realized and unrealized (losses) gains on
investments |
|
|
|
|
(5,010) |
|
|
6,272 |
|
Other income |
|
|
|
|
867 |
|
|
1,026 |
|
Total revenues |
|
|
|
|
201,948 |
|
|
182,980 |
|
Expenses |
|
|
|
|
|
|
|
Losses and loss adjustment expenses |
|
|
|
|
135,608 |
|
|
273,500 |
|
Other operating expenses |
|
|
|
|
50,061 |
|
|
47,381 |
|
Other expenses |
|
|
|
|
368 |
|
|
621 |
|
Interest expense |
|
|
|
|
2,292 |
|
|
2,216 |
|
Amortization of intangible assets |
|
|
|
|
91 |
|
|
91 |
|
Total expenses |
|
|
|
|
188,420 |
|
|
323,809 |
|
Income (loss) before taxes |
|
|
|
|
13,528 |
|
|
(140,829) |
|
Income tax expense (benefit) |
|
|
|
|
3,323 |
|
|
(37,369) |
|
Net income (loss) |
|
|
|
|
10,205 |
|
|
(103,460) |
|
Dividends on Series A preferred shares |
|
|
|
|
(875) |
|
|
— |
|
Net income (loss) available to common shareholders |
|
|
|
|
$ |
9,330 |
|
|
$ |
(103,460) |
|
|
|
|
|
|
|
|
|
Other comprehensive loss: |
|
|
|
|
|
|
|
Net unrealized losses, net of taxes of $(11,649) in 2022 and
$(5,647) in 2021
|
|
|
|
|
(85,971) |
|
|
(42,688) |
|
Total comprehensive loss |
|
|
|
|
$ |
(75,766) |
|
|
$ |
(146,148) |
|
|
|
|
|
|
|
|
|
Net income (loss) per common share: |
|
|
|
|
|
|
|
Basic |
|
|
|
|
$ |
0.25 |
|
|
$ |
(3.37) |
|
Diluted |
|
|
|
|
$ |
0.25 |
|
|
$ |
(3.37) |
|
Dividend declared per common share |
|
|
|
|
$ |
0.05 |
|
|
$ |
0.30 |
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
Basic |
|
|
|
|
37,406,913 |
|
|
30,713,986 |
|
Diluted |
|
|
|
|
37,554,662 |
|
|
30,713,986 |
|
See accompanying notes.
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Shareholders’
Equity (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Common
Shares
Outstanding |
|
Common
Shares (Par) |
|
|
|
Additional
Paid-in
Capital |
|
Retained
(Deficit) Earnings |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Total |
|
(in thousands, except share amounts) |
Balances at December 31, 2021 |
37,373,066 |
|
|
$ |
7 |
|
|
|
|
$ |
862,040 |
|
|
$ |
(166,663) |
|
|
$ |
29,978 |
|
|
$ |
725,362 |
|
Net income |
— |
|
|
— |
|
|
|
|
— |
|
|
10,205 |
|
|
— |
|
|
10,205 |
|
Other comprehensive loss |
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
(85,971) |
|
|
(85,971) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of RSUs |
75,248 |
|
|
— |
|
|
|
|
(922) |
|
|
— |
|
|
— |
|
|
(922) |
|
Compensation expense under share incentive plans |
— |
|
|
— |
|
|
|
|
1,786 |
|
|
— |
|
|
— |
|
|
1,786 |
|
Dividends on Series A preferred shares |
— |
|
|
— |
|
|
|
|
— |
|
|
(875) |
|
|
— |
|
|
(875) |
|
Dividends on common shares |
— |
|
|
— |
|
|
|
|
— |
|
|
(1,908) |
|
|
— |
|
|
(1,908) |
|
Balances at March 31, 2022 |
37,448,314 |
|
|
$ |
7 |
|
|
|
|
$ |
862,904 |
|
|
$ |
(159,241) |
|
|
$ |
(55,993) |
|
|
$ |
647,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2020 |
30,649,261 |
|
|
$ |
6 |
|
|
|
|
$ |
664,476 |
|
|
$ |
49,227 |
|
|
$ |
81,899 |
|
|
$ |
795,608 |
|
Net loss |
— |
|
|
— |
|
|
|
|
— |
|
|
(103,460) |
|
|
— |
|
|
(103,460) |
|
Other comprehensive loss |
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
(42,688) |
|
|
(42,688) |
|
Exercise of stock options |
16,471 |
|
|
— |
|
|
|
|
159 |
|
|
— |
|
|
— |
|
|
159 |
|
Vesting of RSUs |
109,198 |
|
|
— |
|
|
|
|
(2,553) |
|
|
— |
|
|
— |
|
|
(2,553) |
|
Compensation expense under share incentive plans |
— |
|
|
— |
|
|
|
|
1,905 |
|
|
— |
|
|
— |
|
|
1,905 |
|
Dividends on common shares |
— |
|
|
— |
|
|
|
|
— |
|
|
(9,343) |
|
|
— |
|
|
(9,343) |
|
Balances at March 31, 2021 |
30,774,930 |
|
|
$ |
6 |
|
|
|
|
$ |
663,987 |
|
|
$ |
(63,576) |
|
|
$ |
39,211 |
|
|
$ |
639,628 |
|
See accompanying notes.
JAMES
RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2022 |
|
2021 |
|
(in thousands) |
Operating activities |
|
|
|
Net cash provided by (used in) operating activities (a) |
$ |
65,355 |
|
|
$ |
(81,005) |
|
Investing activities |
|
|
|
Securities available-for-sale: |
|
|
|
Purchases – fixed maturity securities |
(154,091) |
|
|
(171,178) |
|
Sales – fixed maturity securities |
22,450 |
|
|
33,041 |
|
Maturities and calls – fixed maturity securities |
48,781 |
|
|
73,530 |
|
Purchases – equity securities |
(2,747) |
|
|
(4,305) |
|
Sales – equity securities |
5,089 |
|
|
3,776 |
|
Bank loan participations: |
|
|
|
Purchases |
(33,536) |
|
|
(35,832) |
|
Sales |
20,983 |
|
|
15,527 |
|
Maturities |
7,571 |
|
|
11,190 |
|
Other invested assets: |
|
|
|
Purchases |
— |
|
|
(9,795) |
|
Return of capital |
214 |
|
|
249 |
|
|
|
|
|
Short-term investments, net |
(10,771) |
|
|
79,091 |
|
Securities receivable or payable, net |
10,652 |
|
|
10,694 |
|
Purchases of property and equipment |
(1,729) |
|
|
— |
|
Net cash (used in) provided by investing activities |
(87,134) |
|
|
5,988 |
|
Financing activities |
|
|
|
|
|
|
|
Senior debt repayments |
(40,000) |
|
|
— |
|
Issuance of Series A preferred shares |
144,898 |
|
|
— |
|
|
|
|
|
Issuance of common shares under equity incentive plans |
— |
|
|
159 |
|
Common share repurchases |
(922) |
|
|
(2,553) |
|
|
|
|
|
Dividends on common shares |
(2,121) |
|
|
(9,610) |
|
|
|
|
|
Net cash provided by (used in) financing activities |
101,855 |
|
|
(12,004) |
|
Change in cash, cash equivalents, and restricted cash
equivalents |
80,076 |
|
|
(87,021) |
|
Cash, cash equivalents, and restricted cash equivalents at
beginning of period |
292,128 |
|
|
1,022,180 |
|
Cash, cash equivalents, and restricted cash equivalents at end of
period |
$ |
372,204 |
|
|
$ |
935,159 |
|
Supplemental information |
|
|
|
Interest paid |
$ |
2,495 |
|
|
$ |
2,482 |
|
|
|
|
|
Restricted cash equivalents at beginning of period |
$ |
102,005 |
|
|
$ |
859,920 |
|
Restricted cash equivalents at end of period |
$ |
102,009 |
|
|
$ |
751,668 |
|
Change in restricted cash equivalents |
$ |
4 |
|
|
$ |
(108,252) |
|
(a) Cash used in operating activities for the three months ended
March 31, 2021 primarily reflects restricted cash equivalents
returned to a former insured, per the terms of a collateral trust.
See “Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations –
Amounts Recoverable from an Indemnifying Party and Reinsurer on
Legacy Commercial Auto Book”.
Excluding the restricted cash activity above, cash provided by
operating activities was $65.4 million and $27.2 million for the
three months ended March 31, 2022 and 2021,
respectively.
See accompanying notes.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
1. Accounting Policies
Organization
James River Group Holdings, Ltd. (referred to as “JRG Holdings” or,
with its subsidiaries, the “Company”) is an exempted holding
company registered in Bermuda, organized for the purpose of
acquiring and managing insurance and reinsurance
entities.
The Company owns five insurance companies based in the United
States (“U.S.”) focused on specialty insurance niches and two
Bermuda-based reinsurance companies as described
below:
•James
River Group Holdings UK Limited (“James River UK”) is an insurance
holding company formed in 2015 in the United Kingdom (“U.K.”). JRG
Holdings contributed James River Group, Inc. (“James River Group”),
a U.S. insurance holding company, to James River UK in
2015.
•James
River Group is a Delaware domiciled insurance holding company
formed in 2002 which owns all of the Company’s U.S.-based
subsidiaries, either directly or indirectly through one of its
wholly-owned U.S. subsidiaries. James River Group oversees the
Company’s U.S. insurance operations and maintains all of the
outstanding debt in the U.S.
•James
River Insurance Company is an Ohio domiciled excess and surplus
lines insurance company that, with its wholly-owned insurance
subsidiary, James River Casualty Company, a Virginia domiciled
company, is authorized to write business in every state and the
District of Columbia.
•Falls
Lake National Insurance Company (“Falls Lake National”) is an Ohio
domiciled insurance company which wholly owns Stonewood Insurance
Company (“Stonewood Insurance”), a North Carolina domiciled
company, and Falls Lake Fire and Casualty Company, a California
domiciled company. Falls Lake National and its subsidiaries
primarily write specialty admitted fronting and program business
and individual risk workers' compensation insurance.
•JRG
Reinsurance Company Ltd. (“JRG Re”) was formed in 2007 and
commenced operations in 2008. JRG Re, a Bermuda domiciled
reinsurer, primarily provides non-catastrophe casualty reinsurance
to U.S. third parties and, through December 31, 2017, to the
Company’s U.S.-based insurance subsidiaries.
•Carolina
Re Ltd (“Carolina Re”) was formed in 2018 and as of January 1, 2018
provides reinsurance to the Company’s U.S.-based insurance
subsidiaries. Carolina Re was also the cedent on an aggregate stop
loss reinsurance treaty with JRG Re through December 31,
2021.
Basis of Presentation
The accompanying condensed consolidated financial statements and
notes have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) for interim financial information
and do not contain all of the information and footnotes required by
U.S. GAAP for complete financial statements. The condensed
consolidated financial statements include the results of the
Company and its subsidiaries from their respective dates of
inception or acquisition, as applicable. Readers are urged to
review the Company’s Annual Report on Form 10-K for the year ended
December 31, 2021 for a more complete description of the
Company’s business and accounting policies. In the opinion of
management, all adjustments necessary for a fair presentation of
the condensed consolidated financial statements have been included.
Such adjustments consist only of normal recurring items. Interim
results are not necessarily indicative of results of operations for
the full year. The consolidated balance sheet as of
December 31, 2021 was derived from the Company’s audited
annual consolidated financial statements.
Intercompany transactions and balances have been
eliminated.
Estimates and Assumptions
Preparation of the condensed consolidated financial statements in
conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the amounts reported in the condensed
consolidated financial statements and accompanying disclosures.
Those estimates are inherently subject to change, and actual
results may ultimately differ from those estimates.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
Variable Interest Entities
Entities that do not have sufficient equity at risk to allow the
entity to finance its activities without additional financial
support or in which the equity investors, as a group, do not have
the characteristic of a controlling financial interest are referred
to as variable interest entities (“VIE”). A VIE is consolidated by
the variable interest holder that is determined to have the
controlling financial interest (primary beneficiary) as a result of
having both the power to direct the activities of a VIE that most
significantly impact the VIE’s economic performance and the
obligation to absorb losses or the right to receive benefits from
the VIE that could potentially be significant to the VIE. The
Company determines whether it is the primary beneficiary of an
entity subject to consolidation based on a qualitative assessment
of the VIE’s capital structure, contractual terms, nature of the
VIE’s operations and purpose, and the Company’s relative exposure
to the related risks of the VIE on the date it becomes initially
involved in the VIE. The Company reassesses its VIE determination
with respect to an entity on an ongoing basis.
The Company holds interests in VIEs through certain equity method
investments included in “other invested assets” in the accompanying
condensed consolidated balance sheets. The Company has determined
that it should not consolidate any of the VIEs as it is not the
primary beneficiary in any of the relationships. Although the
investments resulted in the Company holding variable interests in
the entities, they did not empower the Company to direct the
activities that most significantly impact the economic performance
of the entities. The Company’s investments related to these VIEs
totaled $28.5 million and $26.9 million at March 31, 2022 and
December 31, 2021, respectively, representing the Company’s
maximum exposure to loss.
Income Tax Expense
Our effective tax rate fluctuates from period to period based on
the relative mix of income reported by country and the respective
tax rates imposed by each tax jurisdiction. For U.S.-sourced
income, the Company’s U.S. federal income tax expense differs from
the amounts computed by applying the federal statutory income tax
rate to income before taxes due primarily to interest income on
tax-advantaged state and municipal securities, dividends received
income, and excess tax benefits on share based compensation. For
the three months ended March 31, 2022, our U.S. federal income
tax expense was 24.6% of the income before taxes. The effective
rate exceeded the 21.0% U.S. statutory rate due to a projected
annual loss in Bermuda that does not provide a tax benefit and due
to discreet items for the quarter primarily related to excess tax
expenses associated with vested restricted share units (“RSUs”) in
the three months ended March 31, 2022. The Company had a
pre-tax loss of $140.8 million for the three months ended
March 31, 2021 and recorded a U.S. federal income tax benefit of
$37.4 million. The pre-tax loss was largely driven by the
$170.1 million of net adverse reserve development on prior
accident years, including $168.7 million of net adverse
development from the Excess and Surplus Lines segment that was
primarily related to a former commercial auto account. For the
three months ended March 31, 2021, our U.S. federal income tax
benefit was 26.5% of the loss before taxes.
Adopted Accounting Standards
In August 2020, the FASB issued
ASU 2020-06, Debt — Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging — Contracts in
Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible
Instruments and Contracts in an Entity’s Own Equity.
ASU 2020-06 simplifies the accounting for convertible debt
instruments and convertible preferred stock and became effective
for interim and annual periods beginning after December 15, 2021.
The Company adopted the new standard concurrent with the issuance
of our Series A preferred shares on March 1, 2022. Under ASU
2020-06, embedded conversion features are no longer separated from
the host contract for convertible instruments with conversion
features that are not required to be accounted for as derivatives
under Topic 815, or that do not result in substantial premiums
accounted for as paid-in capital. The new guidance also requires
entities to use the if-converted method for all convertible
instruments in the diluted earnings per share calculation and
generally requires them to include the effect of potential share
settlement for instruments that may be settled in cash or shares.
Adoption of the new standard did not materially impact our
financial position, results of operations, or earnings per share
for the three months ended March 31, 2022.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
2. Investments
The Company’s available-for-sale fixed maturity securities are
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost or
Amortized
Cost |
|
Gross
Unrealized
Gains |
|
Gross
Unrealized
Losses |
|
Fair
Value |
|
(in thousands) |
March 31, 2022 |
|
|
|
|
|
|
|
Fixed maturity securities: |
|
|
|
|
|
|
|
State and municipal
|
$ |
337,908 |
|
|
$ |
2,865 |
|
|
$ |
(21,281) |
|
|
$ |
319,492 |
|
Residential mortgage-backed
|
260,942 |
|
|
462 |
|
|
(13,503) |
|
|
247,901 |
|
Corporate
|
736,153 |
|
|
5,059 |
|
|
(25,837) |
|
|
715,375 |
|
Commercial mortgage and asset-backed
|
315,566 |
|
|
277 |
|
|
(10,086) |
|
|
305,757 |
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations guaranteed by the U.S.
government
|
75,633 |
|
|
168 |
|
|
(2,048) |
|
|
73,753 |
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, available-for-sale |
$ |
1,726,202 |
|
|
$ |
8,831 |
|
|
$ |
(72,755) |
|
|
$ |
1,662,278 |
|
December 31, 2021 |
|
|
|
|
|
|
|
Fixed maturity securities: |
|
|
|
|
|
|
|
State and municipal
|
$ |
323,773 |
|
|
$ |
12,156 |
|
|
$ |
(2,212) |
|
|
$ |
333,717 |
|
Residential mortgage-backed
|
246,586 |
|
|
2,384 |
|
|
(2,339) |
|
|
246,631 |
|
Corporate
|
711,930 |
|
|
26,119 |
|
|
(5,714) |
|
|
732,335 |
|
Commercial mortgage and asset-backed
|
301,247 |
|
|
4,941 |
|
|
(1,700) |
|
|
304,488 |
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations guaranteed by the U.S.
government
|
60,329 |
|
|
653 |
|
|
(592) |
|
|
60,390 |
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, available-for-sale |
$ |
1,643,865 |
|
|
$ |
46,253 |
|
|
$ |
(12,557) |
|
|
$ |
1,677,561 |
|
The amortized cost and fair value of available-for-sale investments
in fixed maturity securities at March 31, 2022 are summarized,
by contractual maturity, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost or
Amortized
Cost |
|
Fair
Value |
|
(in thousands) |
One year or less |
$ |
103,147 |
|
|
$ |
103,369 |
|
After one year through five years |
464,925 |
|
|
458,531 |
|
After five years through ten years |
332,124 |
|
|
311,381 |
|
After ten years |
249,498 |
|
|
235,339 |
|
Residential mortgage-backed |
260,942 |
|
|
247,901 |
|
Commercial mortgage and asset-backed |
315,566 |
|
|
305,757 |
|
|
|
|
|
Total |
$ |
1,726,202 |
|
|
$ |
1,662,278 |
|
Actual maturities may differ for some securities because borrowers
have the right to call or prepay obligations with or without
penalties.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
The following table shows the Company’s gross unrealized losses and
fair value for available-for-sale securities aggregated by
investment category and the length of time that individual
securities have been in a continuous unrealized loss
position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months |
|
12 Months or More |
|
Total |
|
Fair
Value |
|
Gross
Unrealized
Losses |
|
Fair
Value |
|
Gross
Unrealized
Losses |
|
Fair
Value |
|
Gross
Unrealized
Losses |
|
(in thousands) |
March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities: |
|
|
|
|
|
|
|
|
|
|
|
State and municipal |
$ |
241,369 |
|
|
$ |
(20,170) |
|
|
$ |
7,019 |
|
|
$ |
(1,111) |
|
|
$ |
248,388 |
|
|
$ |
(21,281) |
|
Residential mortgage-backed |
174,854 |
|
|
(9,524) |
|
|
47,740 |
|
|
(3,979) |
|
|
222,594 |
|
|
(13,503) |
|
Corporate |
292,795 |
|
|
(17,462) |
|
|
66,603 |
|
|
(8,375) |
|
|
359,398 |
|
|
(25,837) |
|
Commercial mortgage and asset-backed |
261,381 |
|
|
(9,355) |
|
|
8,159 |
|
|
(731) |
|
|
269,540 |
|
|
(10,086) |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations guaranteed by the U.S.
government
|
27,557 |
|
|
(1,095) |
|
|
15,749 |
|
|
(953) |
|
|
43,306 |
|
|
(2,048) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, available-for-sale |
$ |
997,956 |
|
|
$ |
(57,606) |
|
|
$ |
145,270 |
|
|
$ |
(15,149) |
|
|
$ |
1,143,226 |
|
|
$ |
(72,755) |
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities: |
|
|
|
|
|
|
|
|
|
|
|
State and municipal |
$ |
93,313 |
|
|
$ |
(2,162) |
|
|
$ |
1,150 |
|
|
$ |
(50) |
|
|
$ |
94,463 |
|
|
$ |
(2,212) |
|
Residential mortgage-backed |
140,386 |
|
|
(2,337) |
|
|
147 |
|
|
(2) |
|
|
140,533 |
|
|
(2,339) |
|
Corporate |
179,078 |
|
|
(4,232) |
|
|
18,635 |
|
|
(1,482) |
|
|
197,713 |
|
|
(5,714) |
|
Commercial mortgage and asset-backed |
159,289 |
|
|
(1,695) |
|
|
1,229 |
|
|
(5) |
|
|
160,518 |
|
|
(1,700) |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations guaranteed by the U.S.
government
|
24,378 |
|
|
(592) |
|
|
— |
|
|
— |
|
|
24,378 |
|
|
(592) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, available-for-sale |
$ |
596,444 |
|
|
$ |
(11,018) |
|
|
$ |
21,161 |
|
|
$ |
(1,539) |
|
|
$ |
617,605 |
|
|
$ |
(12,557) |
|
At March 31, 2022, the Company held fixed maturity securities
of 435 issuers that were in an unrealized loss position with a
total fair value of $1,143.2 million and gross unrealized losses of
$72.8 million. None of the fixed maturity securities with
unrealized losses has ever missed, or been delinquent on, a
scheduled principal or interest payment. At March 31, 2022,
99.3% of the Company’s fixed maturity security portfolio was rated
“BBB-” or better (“investment grade”) by Standard & Poor’s or
received an equivalent rating from another nationally recognized
rating agency. Fixed maturity securities with ratings below
investment grade by Standard & Poor’s or another nationally
recognized rating agency at March 31, 2022 had an aggregate
fair value of $11.2 million and an aggregate net unrealized gain of
$1,200.
The Company reviews its available-for-sale fixed maturities to
determine whether unrealized losses are due to credit-related
factors. An allowance for credit losses is established for any
credit-related impairments, limited to the amount by which fair
value is below amortized cost. Changes in the allowance for credit
losses are recognized in earnings and included in
net
realized and unrealized gains (losses) on
investments.
Unrealized losses that are not credit-related are recognized in
other comprehensive income.
The Company considers the extent to which fair value is below
amortized cost in determining whether a credit-related loss exists.
The Company also considers the credit quality rating of the
security, with a special emphasis on securities downgraded below
investment grade. A comparison is made between the present value of
expected future cash flows for a security and its amortized cost.
If the present value of future expected cash flows is less than
amortized cost, a credit loss is presumed to exist and an allowance
for credit losses is established. Management may conclude that a
qualitative analysis is sufficient to support its conclusion that
the present value of the expected cash flows equals or exceeds a
security’s amortized cost. As a result of this review, management
concluded that there were no credit-related impairments of fixed
maturity securities at March 31, 2022, December 31, 2021,
or March 31, 2021.
Management does not intend to sell the securities in an unrealized
loss position, and it is not “more likely than not” that the
Company will be required to sell these securities before a recovery
in their value to their amortized cost basis occurs.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
Bank loan participations are measured at fair value pursuant to the
Company's election of the fair value option, and changes in
unrealized gains and losses in bank loan participations are
reported in our income statement as net realized and unrealized
gains (losses) on investments. Applying the fair value option to
the bank loan portfolio increases volatility in the Company's
financial statements, but management believes it is less subjective
and less burdensome to implement and maintain than the requirements
of ASU 2016-13. At March 31, 2022, the Company's bank loan
portfolio had an aggregate fair value of $159.1 million and unpaid
principal of $164.1 million. Investment income on bank loan
participations included in net investment income was $2.4 million
and $2.9 million for the
three
months ended March 31, 2022 and
2021, respectively.
Net realized and unrealized gains (losses) on investments includes
losses of $2.1 million and gains of $3.8 million for the
three
months ended March 31, 2022 and
2021,
respectively. For the
three
months ended March 31, 2022 and
2021,
management concluded that none of the unrealized losses were due to
credit-related impairments. Losses due to credit-related
impairments are determined based upon consultations and advice from
the Company's specialized investment manager and consideration of
any adverse situations that could affect the borrower's ability to
repay, the estimated value of underlying collateral, and other
relevant factors.
Bank loan participations generally provide a higher yield than our
portfolio of fixed maturities and have a credit rating that is
below investment grade (i.e. below “BBB-” for Standard &
Poor’s) at the date of purchase. These bank loans are primarily
senior, secured floating-rate debt rated “BB”, “B”, or “CCC” by
Standard & Poor’s or an equivalent rating from another
nationally recognized rating agency. These bank loans include
assignments of, and participations in, performing and
non-performing senior corporate debt generally acquired through
primary bank syndications and in secondary markets. Bank loans
consist of, but are not limited to, term loans, the funded and
unfunded portions of revolving credit loans, and other similar
loans and investments. Management believed that it was probable at
the time that these loans were acquired that the Company would be
able to collect all contractually required payments
receivable.
Interest income on bank loan participations is accrued on the
unpaid principal balance, and discounts and premiums on bank loan
participations are amortized to income using the interest method.
Generally, the accrual of interest on a bank loan participation is
discontinued when the contractual payment of principal or interest
has become 90 days past due or management has serious doubts about
further collectability of principal or interest. A bank loan
participation may remain on accrual status if it is in the process
of collection and is either guaranteed or well secured. Generally,
bank loan participations are restored to accrual status when the
obligation is brought current, has performed in accordance with the
contractual terms for a reasonable period of time, and the ultimate
collectability of the total contractual principal and interest is
no longer in doubt. Interest received on nonaccrual loans generally
is reported as investment income. There were no bank loans on
nonaccrual status at March 31, 2022 or December 31,
2021.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
The Company’s net realized and unrealized gains and losses on
investments are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(in thousands) |
Fixed maturity securities: |
|
|
|
|
|
|
|
Gross realized gains |
|
|
|
|
$ |
366 |
|
|
$ |
1,056 |
|
Gross realized losses |
|
|
|
|
(164) |
|
|
(22) |
|
|
|
|
|
|
202 |
|
|
1,034 |
|
Bank loan participations: |
|
|
|
|
|
|
|
Gross realized gains |
|
|
|
|
95 |
|
|
198 |
|
Gross realized losses |
|
|
|
|
(184) |
|
|
(260) |
|
Changes in fair values of bank loan participations |
|
|
|
|
(2,009) |
|
|
3,911 |
|
|
|
|
|
|
(2,098) |
|
|
3,849 |
|
Equity securities: |
|
|
|
|
|
|
|
Gross realized gains |
|
|
|
|
24 |
|
|
29 |
|
Gross realized losses |
|
|
|
|
(381) |
|
|
(401) |
|
Changes in fair values of equity securities |
|
|
|
|
(2,742) |
|
|
1,745 |
|
|
|
|
|
|
(3,099) |
|
|
1,373 |
|
Short-term investments and other: |
|
|
|
|
|
|
|
Gross realized gains |
|
|
|
|
— |
|
|
5 |
|
Gross realized losses |
|
|
|
|
(15) |
|
|
— |
|
Changes in fair values of short-term investments and
other |
|
|
|
|
— |
|
|
11 |
|
|
|
|
|
|
(15) |
|
|
16 |
|
Total |
|
|
|
|
$ |
(5,010) |
|
|
$ |
6,272 |
|
Realized investment gains or losses are determined on a specific
identification basis.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
The Company invests selectively in private debt and equity
opportunities. These investments, which together comprise the
Company’s other invested assets, are primarily focused in renewable
energy, limited partnerships, and bank holding
companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value |
|
|
|
|
|
Investment Income |
|
|
|
|
|
March 31, |
|
December 31, |
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(in thousands) |
|
|
|
|
Renewable energy LLCs
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess and Surplus Lines |
$ |
25,655 |
|
|
$ |
24,211 |
|
|
|
|
|
|
$ |
2,280 |
|
|
$ |
— |
|
|
|
|
|
Corporate & Other |
2,838 |
|
|
2,709 |
|
|
|
|
|
|
244 |
|
|
(915) |
|
|
|
|
|
|
28,493 |
|
|
26,920 |
|
|
|
|
|
|
2,524 |
|
|
(915) |
|
|
|
|
|
Renewable energy notes receivable (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess and Surplus Lines |
2,329 |
|
|
2,329 |
|
|
|
|
|
|
70 |
|
|
104 |
|
|
|
|
|
Corporate & Other |
2,911 |
|
|
2,911 |
|
|
|
|
|
|
87 |
|
|
130 |
|
|
|
|
|
|
5,240 |
|
|
5,240 |
|
|
|
|
|
|
157 |
|
|
234 |
|
|
|
|
|
Limited partnerships
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess and Surplus Lines |
12,915 |
|
|
13,098 |
|
|
|
|
|
|
132 |
|
|
175 |
|
|
|
|
|
Corporate & Other |
2,150 |
|
|
2,150 |
|
|
|
|
|
|
— |
|
|
754 |
|
|
|
|
|
|
15,065 |
|
|
15,248 |
|
|
|
|
|
|
132 |
|
|
929 |
|
|
|
|
|
Bank holding companies
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess and Surplus Lines |
4,500 |
|
|
4,500 |
|
|
|
|
|
|
86 |
|
|
— |
|
|
|
|
|
Corporate & Other |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
86 |
|
|
|
|
|
|
4,500 |
|
|
4,500 |
|
|
|
|
|
|
86 |
|
|
86 |
|
|
|
|
|
Total other invested assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess and Surplus Lines |
45,399 |
|
|
44,138 |
|
|
|
|
|
|
2,568 |
|
|
279 |
|
|
|
|
|
Corporate & Other |
7,899 |
|
|
7,770 |
|
|
|
|
|
|
331 |
|
|
55 |
|
|
|
|
|
|
$ |
53,298 |
|
|
$ |
51,908 |
|
|
|
|
|
|
$ |
2,899 |
|
|
$ |
334 |
|
|
|
|
|
(a)The
Company's Excess and Surplus Lines and Corporate and Other segments
own equity interests ranging from 2.6% to 32.6% in various LLCs
whose principal objective is capital appreciation and income
generation from owning and operating renewable energy production
facilities (wind and solar). The LLCs are managed by an entity for
which two former directors served as officers, and the Company’s
Non-Executive Chairman has invested in certain of these LLCs. The
equity method is used to account for the Company’s LLC investments.
Income for the LLCs primarily reflects adjustments to the carrying
values of investments in renewable energy projects to their
determined fair values. The fair value adjustments are included in
revenues for the LLCs. Expenses for the LLCs are not significant
and are comprised of administrative and interest expenses. The
Company received cash distributions from these investments totaling
$951,000 and $265,000 in the three months ended March 31, 2022 and
2021, respectively.
(b)The
Company's
Excess and Surplus Lines and
Corporate and Other segments have invested in notes receivable for
renewable energy projects. At March 31, 2022, the Company held
two notes issued by an
entity for which two of our former directors serve as
officers.
Interest on the notes, which mature in 2025, is fixed at
12%.
(c)The
Company owns investments in limited partnerships that invest in
concentrated portfolios including publicly-traded small cap
equities, loans of middle market private equity sponsored
companies, private equity general partnership interests, commercial
mortgage-backed securities, and tranches of distressed home
loans.
Income from
the partnerships is recognized under the equity method of
accounting. At March 31, 2022, the Company’s Excess and
Surplus Lines segment has outstanding commitments to invest another
$5.3 million in these limited partnerships.
(d)The
Company's Excess and Surplus Lines segment holds $4.5 million of
subordinated notes issued by a bank holding company for which the
Company’s Non-Executive Chairman was previously the Lead
Independent Director and an investor and for which one of the
Company’s directors is also an investor (the "Bank Holding
Company").
Interest on the notes, which mature on August 12, 2023, is fixed at
7.6% per annum.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
3. Goodwill and Intangible
Assets
On December 11, 2007, the Company completed an acquisition of James
River Group by acquiring 100% of the outstanding shares of James
River Group common stock, referred to herein as the “Merger”. The
transaction was accounted for under the purchase method of
accounting, and goodwill and intangible assets were recognized by
the Company as a result of the transaction. Goodwill resulting from
the Merger was $181.8 million at March 31, 2022 and
December 31, 2021.
The gross carrying amounts and accumulated amortization for each
major specifically identifiable intangible asset class were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
Life
(Years) |
|
Gross
Carrying
Amount |
|
Accumulated
Amortization |
|
Gross
Carrying
Amount |
|
Accumulated
Amortization |
|
|
|
($ in thousands) |
Intangible Assets |
|
|
|
|
|
|
|
|
|
Trademarks |
Indefinite |
|
$ |
22,200 |
|
|
$ |
— |
|
|
$ |
22,200 |
|
|
$ |
— |
|
Insurance licenses and authorities |
Indefinite |
|
8,964 |
|
|
— |
|
|
8,964 |
|
|
— |
|
Identifiable intangibles not subject
to amortization |
|
|
31,164 |
|
|
— |
|
|
31,164 |
|
|
— |
|
Broker relationships |
24.6 |
|
11,611 |
|
|
6,827 |
|
|
11,611 |
|
|
6,736 |
|
Identifiable intangible assets subject to amortization |
|
|
11,611 |
|
|
6,827 |
|
|
11,611 |
|
|
6,736 |
|
|
|
|
$ |
42,775 |
|
|
$ |
6,827 |
|
|
$ |
42,775 |
|
|
$ |
6,736 |
|
4. Earnings (Loss) Per Share
The following represents a reconciliation of the numerator and
denominator of the basic and diluted earnings (loss) per common
share computations contained in the condensed consolidated
financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(in thousands, except share and per share amounts) |
Net income (loss) |
|
|
|
|
$ |
10,205 |
|
|
$ |
(103,460) |
|
Less: Dividends on Series A preferred shares |
|
|
|
|
$ |
(875) |
|
|
$ |
— |
|
Net income (loss) available to common shareholders |
|
|
|
|
$ |
9,330 |
|
|
$ |
(103,460) |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
Basic |
|
|
|
|
37,406,913 |
|
|
30,713,986 |
|
Dilutive potential common shares |
|
|
|
|
147,749 |
|
|
— |
|
Diluted |
|
|
|
|
37,554,662 |
|
|
30,713,986 |
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share: |
|
|
|
|
|
|
|
Basic |
|
|
|
|
$ |
0.25 |
|
|
$ |
(3.37) |
|
Dilutive potential common shares |
|
|
|
|
— |
|
|
— |
|
Diluted |
|
|
|
|
$ |
0.25 |
|
|
$ |
(3.37) |
|
For
the
three
months ended March 31, 2022, potential common shares
of 2,230,695 were excluded from the calculation of diluted earnings
per common share as their effects were anti-dilutive. Potential
common shares of 306,712 were excluded from the calculation of
diluted loss per common share for the three months ended
March 31, 2021 as a net loss in the period made the effects of
all potential common shares
anti-dilutive.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
5. Reserve for Losses and Loss Adjustment
Expenses
The following table provides a reconciliation of the beginning and
ending reserve balances for losses and loss adjustment expenses,
net of reinsurance, to the gross amounts reported in the condensed
consolidated balance sheets. Reinsurance recoverables on unpaid
losses and loss adjustment expenses are presented gross of an
allowance for credit losses on reinsurance balances of $604,000 at
March 31, 2022, $631,000 at December 31, 2021, and $335,000 at
March 31, 2021 and December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(in thousands) |
Reserve for losses and loss adjustment expenses net of reinsurance
recoverables at beginning of period |
|
|
|
|
$ |
1,399,214 |
|
|
$ |
1,386,061 |
|
Add: Incurred losses and loss adjustment expenses net of
reinsurance: |
|
|
|
|
|
|
|
Current year |
|
|
|
|
128,804 |
|
|
103,366 |
|
Prior years |
|
|
|
|
6,804 |
|
|
170,134 |
|
Total incurred losses and loss and adjustment expenses |
|
|
|
|
135,608 |
|
|
273,500 |
|
Deduct: Loss and loss adjustment expense payments net of
reinsurance: |
|
|
|
|
|
|
|
Current year |
|
|
|
|
2,774 |
|
|
3,194 |
|
Prior years |
|
|
|
|
100,855 |
|
|
121,588 |
|
Total loss and loss adjustment expense payments |
|
|
|
|
103,629 |
|
|
124,782 |
|
Deduct: Loss reserves ceded in Retrocession Agreement |
|
|
|
|
299,493 |
|
|
— |
|
Reserve for losses and loss adjustment expenses net of reinsurance
recoverables at end of period |
|
|
|
|
1,131,700 |
|
|
1,534,779 |
|
Add: Reinsurance recoverables on unpaid losses and loss adjustment
expenses at end of period |
|
|
|
|
1,618,488 |
|
|
879,067 |
|
Reserve for losses and loss adjustment expenses gross of
reinsurance recoverables on unpaid losses and loss adjustment
expenses at end of period |
|
|
|
|
$ |
2,750,188 |
|
|
$ |
2,413,846 |
|
The Company experienced $6.8 million of net adverse reserve
development in the three months ended March 31, 2022 on the reserve
for losses and loss adjustment expenses held at December 31,
2021. This reserve development included $59,000 of net favorable
development in the Excess and Surplus Lines segment, $63,000 of net
adverse development in the Specialty Admitted Insurance segment,
and $6.8 million of net adverse development in the Casualty
Reinsurance segment that was associated with the Retrocession
Agreement (as defined below).
On February 23, 2022, JRG Re entered into a loss portfolio transfer
retrocession agreement (the “Retrocession Agreement”) with
Fortitude Reinsurance Company Ltd. (“FRL”) under which FRL
reinsures the majority of the reserves in the Company’s Casualty
Reinsurance segment. Under the terms of the transaction, which
closed on March 31, 2022 (the “Retrocession Closing Date”), JRG Re
(a) ceded to FRL all existing and future claims for losses arising
under certain casualty reinsurance agreements with underlying
insurance companies with treaty inception dates ranging from 2011
to 2020 (the “Subject Business”), in each case net of third-party
reinsurance and other recoveries, up to an aggregate limit of
$400.0 million; (b) continues to manage and retain the benefit
of other third-party reinsurance on the Subject Business; (c) paid
FRL a reinsurance premium of $335.0 million,
$310.0 million of which JRG Re credited to a notional funds
withheld account (the “Funds Withheld Account”) and
$25.0 million of which was paid in cash to FRL; and (d) will
pay FRL a 2% per annum crediting rate on the Funds Withheld Account
balance on a quarterly basis. The total premium, initial Funds
Withheld Account credit, and aggregate limit was adjusted for
claims paid from October 1, 2021 to the Retrocession Closing Date.
The Casualty Reinsurance segment incurred losses of
$11.5 million (including $6.8 million of net adverse
reserve development and $4.7 million of current accident year
losses) in the three months ended March 31, 2022 associated with
the Retrocession Agreement.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
The Company experienced $170.1 million of net adverse reserve
development in the three months ended March 31, 2021 on the reserve
for losses and loss adjustment expenses held at December 31,
2020. This reserve development included $168.7 million of net
adverse development in the Excess and Surplus Lines segment,
including $170.0 million on commercial auto business, almost
entirely related to a previously canceled account that has been in
runoff since 2019. The reported losses on this terminated
commercial auto account meaningfully exceeded our expectations for
the three months ended March 31, 2021. We had expected that
reported losses would decline as the account moved further into
runoff, but the continued heavy reported loss emergence in the
first quarter of 2021 indicated more inherent severity than
anticipated. In response, we meaningfully adjusted our actuarial
methodology, resulting in a significant strengthening of reserves
for this account at March 31, 2021. In prior quarters, our
actuarial work for this terminated commercial auto account had been
based on industry data, pricing data, experience data, average
claims severity data, and blended methodologies. However, the
continuation of the highly elevated reported losses in the first
quarter of 2021 led us to conclude that using only our own loss
experience in our paid and incurred reserve projections rather than
the array of inputs that we had used in prior quarters, and giving
greater weight to incurred methods, would give us a better estimate
of ultimate losses on this account. The Company also experienced
$1.0 million of net favorable development in the Specialty Admitted
Insurance segment due to favorable development in the workers'
compensation business for prior accident years, and $2.5 million of
net adverse development in the Casualty Reinsurance
segment.
6. Other Comprehensive Loss
The following table summarizes the components of other
comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(in thousands) |
Unrealized losses arising during the period, before U.S. income
taxes |
|
|
|
|
$ |
(97,418) |
|
|
$ |
(47,300) |
|
U.S. income taxes |
|
|
|
|
11,608 |
|
|
5,453 |
|
Unrealized losses arising during the period, net of U.S.
income taxes |
|
|
|
|
(85,810) |
|
|
(41,847) |
|
Less reclassification adjustment: |
|
|
|
|
|
|
|
Net realized investment gains |
|
|
|
|
202 |
|
|
1,035 |
|
U.S. income taxes |
|
|
|
|
(41) |
|
|
(194) |
|
Reclassification adjustment for investment gains realized in net
income |
|
|
|
|
161 |
|
|
841 |
|
Other comprehensive loss |
|
|
|
|
$ |
(85,971) |
|
|
$ |
(42,688) |
|
The Company's invested assets at March 31, 2022 include
$1,662.3 million of fixed maturity securities that are classified
as available-for-sale and carried at fair value with unrealized
gains and losses on these securities reported, net of applicable
taxes, as a separate component of accumulated comprehensive (loss)
income. In the three months ended March 31, 2022 and 2021, the fair
values of our fixed maturity securities were negatively impacted by
rising interest rates leading to unrealized losses recognized in
other comprehensive loss.
In addition to the $202,000 and $1.0 million of net realized
investment gains on available-for-sale fixed maturities for the
three
months ended
March 31, 2022 and 2021,
respectively,
the Company also recognized net realized and unrealized investment
(losses) gains in the respective periods of $(2.1) million and $3.8
million on its investments in bank loan participations and $(3.1)
million and $1.4 million on its investments in equity
securities.
7. Contingent
Liabilities
The Company is involved in various legal proceedings, including
commercial matters and litigation regarding insurance claims
arising in the ordinary course of business as well as an alleged
class action lawsuit. In addition, the Company is involved from
time to time in legal actions which seek extra-contractual damages,
punitive damages or penalties, including claims alleging bad faith
in the handling of insurance claims. The Company believes that the
outcome of such matters, individually and in the aggregate, is not
reasonably likely to have a material adverse effect on its
consolidated financial position, results of operations or cash
flows.
On July 9, 2021 a purported class action lawsuit was filed in the
U.S. District Court, Eastern District of Virginia (the "Court") by
Employees' Retirement Fund of the City of Fort Worth against James
River Group Holdings, Ltd. and certain of its present and former
officers (together, "Defendants"). On September 22, 2021, the Court
entered an order appointing Employees' Retirement Fund of the City
of Fort Worth and the City of Miami General Employees' and
Sanitation Employees' Retirement
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
Trust as co-lead plaintiffs (together, "Plaintiffs"). Plaintiffs'
consolidated amended complaint was filed on November 19, 2021 (the
"Amended Complaint"), which asserts claims under Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 on behalf of a
putative class of persons and entities that purchased the Company's
stock between February 22, 2019 and October 25, 2021. The Amended
Complaint alleges that Defendants failed to make appropriate
disclosures concerning the adequacy of reserves for policies that
covered Rasier LLC, a subsidiary of Uber Technologies, Inc., and
seeks unspecified damages, costs, attorneys’ fees and such other
relief as the court may deem proper. The Defendants filed a motion
to dismiss on January 18, 2022. Plaintiffs’ opposition to the
motion to dismiss was filed on March 4, 2022, and the Defendants’
reply to the Plaintiff's opposition was filed on April 4, 2022. We
believe that Plaintiffs’ claims are without merit and we intend to
vigorously defend this lawsuit.
For a description of the potential future impacts of COVID-19 on
the Company, see the “The global coronavirus outbreak could harm
business and results of operations of the Company” risk factor in
Part I—Item IA in our Annual Report on Form 10-K for the year ended
December 31, 2021.
The Company’s reinsurance subsidiary, JRG Re, entered into three
letter of credit facilities with banks as security to third-party
reinsureds on reinsurance assumed by JRG Re. JRG Re has established
custodial accounts to secure these letters of credit. Under a $30.0
million facility, $4.6 million of letters of credit were issued
through March 31, 2022 which were secured by deposits of $9.2
million. Under a $102.5 million facility, $38.2 million of letters
of credit were issued through March 31, 2022 which were
secured by deposits of $45.5 million. Under a $100.0 million
facility, $22.6 million of letters of credit were issued through
March 31, 2022 which were secured by deposits of $30.4
million. JRG Re has also established trust accounts to secure its
obligations to selected reinsureds. The total amount deposited in
the trust accounts for the benefit of third-party reinsureds was
$397.7 million at March 31, 2022.
Amounts Recoverable from an Indemnifying Party and Reinsurer on
Legacy Commercial Auto Book
James River Insurance Company and James River Casualty Company
(together, “James River”) previously issued a set of commercial
auto insurance contracts (the “Rasier Commercial Auto Policies”) to
Rasier LLC and its affiliates (collectively, “Rasier”) under which
James River pays losses and loss adjustment expenses on the
contracts. James River has indemnity agreements with Rasier
(non-insurance entities) (collectively, the “Indemnity Agreements”)
and is contractually entitled to reimbursement for the portion of
the losses and loss adjustment expenses paid on behalf of Rasier
under the Rasier Commercial Auto Policies and other expenses
incurred by James River. On September 27, 2021, James River entered
into a loss portfolio transfer reinsurance agreement (the “LPT
Agreement”) with Aleka Insurance, Inc. (“Aleka”), a captive
insurance company affiliate of Rasier, to reinsure substantially
all of the Rasier Commercial Auto Policies for which James River is
not otherwise indemnified by Rasier under the Indemnity Agreements.
Under the terms of the LPT Agreement, effective as of July 1, 2021,
James River ceded to Aleka approximately $345.1 million of
commercial auto liabilities relating to Rasier Commercial Auto
Policies written in the years 2013-2019, which amount constituted
the reinsurance premium.
Each of Rasier and Aleka are required to post collateral under the
Indemnity Agreements and the LPT Agreement,
respectively:
•Pursuant
to the Indemnity Agreements, Rasier is required to post collateral
for the amounts that are recoverable or may be recoverable under
the indemnity agreements, including, among other things, case loss
and loss adjustment expense reserves, IBNR loss and loss adjustment
expense reserves, extra contractual obligations and excess policy
limits liabilities. The collateral is provided through a collateral
trust arrangement (the “Indemnity Trust”) in favor of James River
by Aleka. In connection with the execution of the LPT Agreement,
James River returned $691.3 million to the Indemnity Trust,
representing the remaining balance of the amount withdrawn in
October 2019, as was permitted under the indemnification agreements
with Rasier and the associated trust agreement. At March 31,
2022, the balance in the Indemnity Trust was $494.9 million,
and, together with the balance of the Loss Fund Trust (as defined
below) attributable to the Indemnity Agreements as described below,
the total balance of collateral securing Rasier’s obligations under
the Indemnity Agreements was $564.1 million.
•Pursuant
to the LPT Agreement, Aleka is required to post collateral equal to
102% of James River's estimate of Aleka's obligations under the LPT
Agreement, calculated in accordance with statutory accounting
principles. The collateral is provided through a collateral trust
arrangement (the “LPT Trust”) established in favor of James River
by Aleka. At March 31, 2022, the balance in the LPT Trust was
$214.3 million, and, together with the balance of the Loss
Fund Trust (as defined below) attributable to the LPT Agreement as
described below, the total balance of collateral securing Aleka’s
obligations under the LPT Agreement was $242.5 million. At
March 31, 2022, the total reinsurance recoverables under the
LPT Agreement was $237.3 million (including
$225.5 million of unpaid recoverables and $11.8 million
of paid recoverables).
In connection with the execution of the LPT Agreement, James River
and Aleka entered into an administrative services agreement (the
“Administrative Services Agreement”) with a third party claims
administrator (the “Administrator”) pursuant to
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
which the Administrator handles the claims on the Rasier Commercial
Auto Policies for the remaining life of those claims. The claims
paid by the Administrator are reimbursable by James River, and
pursuant to the Administrative Services Agreement, James River
established a loss fund trust account for the benefit of the
Administrator (the “Loss Fund Trust”) to collateralize its claims
payment reimbursement obligations. James River funds the Loss Fund
Trust using funds withdrawn from the Indemnity Trust, funds
withdrawn from the LPT Trust, and its own funds, in each case in an
amount equal to the pro rata portion of the required Loss Fund
Trust balance attributable to the Indemnity Agreements, the LPT
Agreement and James River’s existing third party reinsurance
agreements, respectively. At March 31, 2022, the balance in
the Loss Fund Trust was $102.0 million, including
$69.2 million representing collateral supporting Rasier’s
obligations under the Indemnity Agreements and $28.2 million
representing collateral supporting Aleka’s obligations under the
LPT Agreement. Funds posted to the Loss Fund Trust are classified
as restricted cash equivalents on the Company's balance
sheets.
While the LPT Agreement brings economic finality to substantially
all of the Rasier Commercial Auto Policies, the Company has credit
exposure to Rasier and Aleka under the Indemnity Agreements and the
LPT Agreement if the estimated losses and expenses of the Rasier
Commercial Auto Policies grow at a faster pace than the growth in
our collateral balances. In addition, we have credit exposure if
our estimates of future losses and loss adjustment expenses and
other amounts recoverable under the Indemnity Agreements and the
LPT Agreement, which are the basis for establishing the collateral
balances, are lower than actual amounts paid or payable. The amount
of our credit exposure in any of these instances could be material.
To mitigate these risks, we closely and frequently monitor our
exposure compared to our collateral held, and we request additional
collateral in accordance with the terms of the LPT Agreement and
Indemnity Agreements when our analysis indicates that we have
uncollateralized exposure.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
8. Segment Information
The Company has four reportable segments: the Excess and Surplus
Lines segment, the Specialty Admitted Insurance segment, the
Casualty Reinsurance segment, and the Corporate and Other segment.
Segment profit (loss) is measured by underwriting profit (loss),
which is generally defined as net earned premiums and gross fee
income (in specific instances when the Company is not retaining
insurance risk) in “other income” in the condensed consolidated
statements of income (loss) and comprehensive loss less loss and
loss adjustment expenses and other operating expenses of the
operating segments. Gross fee income of $800,000 and $927,000 for
the Specialty Admitted Insurance segment was included in other
income and in underwriting profit (loss) for the three
months ended
March 31, 2022
and 2021, respectively.
Segment results are reported prior to the effects of intercompany
reinsurance agreements among the Company’s insurance
subsidiaries.
The following table summarizes the Company’s segment
results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess and
Surplus
Lines |
|
Specialty
Admitted
Insurance |
|
Casualty
Reinsurance |
|
Corporate
and
Other |
|
Total |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
|
|
|
|
|
|
|
|
|
Gross written premiums |
$ |
204,282 |
|
|
$ |
125,710 |
|
|
$ |
29,944 |
|
|
$ |
— |
|
|
$ |
359,936 |
|
Net earned premiums |
131,301 |
|
|
19,318 |
|
|
39,205 |
|
|
— |
|
|
189,824 |
|
Underwriting profit (loss) of operating segments |
21,457 |
|
|
209 |
|
|
(8,837) |
|
|
— |
|
|
12,829 |
|
Net investment income |
5,542 |
|
|
757 |
|
|
9,713 |
|
|
255 |
|
|
16,267 |
|
Interest expense |
— |
|
|
— |
|
|
15 |
|
|
2,277 |
|
|
2,292 |
|
Segment revenues |
133,392 |
|
|
20,363 |
|
|
47,871 |
|
|
322 |
|
|
201,948 |
|
Segment goodwill |
181,831 |
|
|
— |
|
|
— |
|
|
— |
|
|
181,831 |
|
Segment assets |
2,000,524 |
|
|
1,103,658 |
|
|
2,126,040 |
|
|
36,996 |
|
|
5,267,218 |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021 |
|
|
|
|
|
|
|
|
|
Gross written premiums |
$ |
181,358 |
|
|
$ |
127,036 |
|
|
$ |
64,861 |
|
|
$ |
— |
|
|
$ |
373,255 |
|
Net earned premiums |
113,708 |
|
|
16,357 |
|
|
30,528 |
|
|
— |
|
|
160,593 |
|
Underwriting (loss) profit of operating segments |
(150,946) |
|
|
1,266 |
|
|
(1,625) |
|
|
— |
|
|
(151,305) |
|
Net investment income |
3,706 |
|
|
822 |
|
|
10,556 |
|
|
5 |
|
|
15,089 |
|
Interest expense |
— |
|
|
— |
|
|
— |
|
|
2,216 |
|
|
2,216 |
|
Segment revenues |
118,796 |
|
|
18,565 |
|
|
45,517 |
|
|
102 |
|
|
182,980 |
|
Segment goodwill |
181,831 |
|
|
— |
|
|
— |
|
|
— |
|
|
181,831 |
|
Segment assets |
2,129,985 |
|
|
980,824 |
|
|
1,930,747 |
|
|
68,151 |
|
|
5,109,707 |
|
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
The following table reconciles the underwriting profit (loss) of
the operating segments by individual segment to consolidated income
(loss) before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(in thousands) |
Underwriting profit (loss) of the operating segments: |
|
|
|
|
|
|
|
Excess and Surplus Lines |
|
|
|
|
$ |
21,457 |
|
|
$ |
(150,946) |
|
Specialty Admitted Insurance |
|
|
|
|
209 |
|
|
1,266 |
|
Casualty Reinsurance |
|
|
|
|
(8,837) |
|
|
(1,625) |
|
Total underwriting profit (loss) of operating segments |
|
|
|
|
12,829 |
|
|
(151,305) |
|
Other operating expenses of the Corporate and Other
segment |
|
|
|
|
(7,874) |
|
|
(8,056) |
|
Underwriting profit (loss) |
|
|
|
|
4,955 |
|
|
(159,361) |
|
Net investment income |
|
|
|
|
16,267 |
|
|
15,089 |
|
Net realized and unrealized (losses) gains on
investments |
|
|
|
|
(5,010) |
|
|
6,272 |
|
Amortization of intangible assets |
|
|
|
|
(91) |
|
|
(91) |
|
Other income and expenses |
|
|
|
|
(301) |
|
|
(522) |
|
Interest expense |
|
|
|
|
(2,292) |
|
|
(2,216) |
|
Income (loss) before income taxes |
|
|
|
|
$ |
13,528 |
|
|
$ |
(140,829) |
|
9. Other Operating Expenses and Other
Expenses
Other operating expenses consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(in thousands) |
Amortization of policy acquisition costs |
|
|
|
|
$ |
22,837 |
|
|
$ |
21,475 |
|
Other underwriting expenses of the operating segments |
|
|
|
|
19,350 |
|
|
17,850 |
|
Other operating expenses of the Corporate and Other
segment |
|
|
|
|
7,874 |
|
|
8,056 |
|
Total |
|
|
|
|
$ |
50,061 |
|
|
$ |
47,381 |
|
Other expenses of $347,000 and $621,000 for the three
months ended March 31, 2022
and 2021, respectively, include legal fees related to a purported
class action lawsuit, certain legal and professional consulting
fees related to various strategic initiatives, and employee
severance costs.
10. Fair Value Measurements
Three levels of inputs are used to measure fair value of financial
instruments: (1) Level 1: quoted price (unadjusted) in active
markets for identical assets, (2) Level 2: inputs to the valuation
methodology include quoted prices for similar assets and
liabilities in active markets, and inputs that are observable for
the asset or liability, either directly or indirectly, for
substantially the full term of the instrument, and (3) Level 3:
inputs to the valuation methodology are unobservable for the asset
or liability.
Fair value is defined as the exchange price that would be received
for an asset or paid to transfer a liability in the principal or
most advantageous market in an orderly transaction between market
participants on the measurement date.
The fair values of fixed maturity securities, equity securities,
and bank loan participations have been determined using fair value
prices provided by the Company’s investment accounting services
provider or investment managers, who utilize internationally
recognized independent pricing services. The prices provided by the
independent pricing services are generally based on observable
market data in active markets (e.g.
broker quotes and prices observed for comparable securities).
Values for U.S. Treasury and publicly-traded equity securities are
generally based on Level 1 inputs which use the market approach
valuation technique. The values for all other fixed maturity
securities (including state and municipal securities and
obligations of U.S. government corporations and agencies) and bank
loan participations generally incorporate significant Level 2
inputs,
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
and in some cases, Level 3 inputs, using the market approach and
income approach valuation techniques. There have been no changes in
the Company’s use of valuation techniques since December 31,
2020.
The Company reviews fair value prices provided by its outside
investment accounting service provider or investment managers for
reasonableness by comparing the fair values provided by the
managers to those provided by its investment custodian. The Company
also reviews and monitors changes in unrealized gains and losses.
The Company has not historically adjusted security prices. The
Company obtains an understanding of the methods, models and inputs
used by the investment managers and independent pricing services,
and controls are in place to validate that prices provided
represent fair values. The Company’s control process includes, but
is not limited to, initial and ongoing evaluation of the
methodologies used, a review of specific securities and an
assessment for proper classification within the fair value
hierarchy, and obtaining and reviewing internal control reports for
our investment manager that obtains fair values from independent
pricing services.
Assets measured at fair value on a recurring basis as of
March 31, 2022 are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
Quoted Prices
in Active
Markets for
Identical
Assets
Level 1 |
|
Significant
Other
Observable
Inputs
Level 2 |
|
Significant
Unobservable
Inputs
Level 3 |
|
Total |
|
(in thousands) |
Fixed maturity securities, available-for-sale: |
|
|
|
|
|
|
|
State and municipal |
$ |
— |
|
|
$ |
319,492 |
|
|
$ |
— |
|
|
$ |
319,492 |
|
Residential mortgage-backed |
— |
|
|
247,901 |
|
|
— |
|
|
247,901 |
|
Corporate |
— |
|
|
715,375 |
|
|
— |
|
|
715,375 |
|
Commercial mortgage and asset-backed |
— |
|
|
305,757 |
|
|
— |
|
|
305,757 |
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations guaranteed by the U.S.
government
|
73,393 |
|
|
360 |
|
|
— |
|
|
73,753 |
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, available-for-sale |
$ |
73,393 |
|
|
$ |
1,588,885 |
|
|
$ |
— |
|
|
$ |
1,662,278 |
|
Equity securities: |
|
|
|
|
|
|
|
Preferred stock |
— |
|
|
55,876 |
|
|
— |
|
|
55,876 |
|
Common stock |
43,660 |
|
|
3,437 |
|
|
— |
|
|
47,097 |
|
Total equity securities |
$ |
43,660 |
|
|
$ |
59,313 |
|
|
$ |
— |
|
|
$ |
102,973 |
|
|
|
|
|
|
|
|
|
Bank loan participations |
$ |
— |
|
|
$ |
159,084 |
|
|
$ |
— |
|
|
$ |
159,084 |
|
Short-term investments |
$ |
— |
|
|
$ |
147,334 |
|
|
$ |
— |
|
|
$ |
147,334 |
|
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
Assets measured at fair value on a recurring basis as of
December 31, 2021 are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
Quoted Prices
in Active
Markets for
Identical
Assets
Level 1 |
|
Significant
Other
Observable
Inputs
Level 2 |
|
Significant
Unobservable
Inputs
Level 3 |
|
Total |
|
(in thousands) |
Fixed maturity securities, available-for-sale: |
|
|
|
|
|
|
|
State and municipal |
$ |
— |
|
|
$ |
333,717 |
|
|
$ |
— |
|
|
$ |
333,717 |
|
Residential mortgage-backed |
— |
|
|
246,631 |
|
|
— |
|
|
246,631 |
|
Corporate |
— |
|
|
732,335 |
|
|
— |
|
|
732,335 |
|
Commercial mortgage and asset-backed |
— |
|
|
304,488 |
|
|
— |
|
|
304,488 |
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations guaranteed by the U.S.
government
|
59,988 |
|
|
402 |
|
|
— |
|
|
60,390 |
|
|
|
|
|
|
|
|
|
Total fixed maturity securities, available-for-sale |
$ |
59,988 |
|
|
$ |
1,617,573 |
|
|
$ |
— |
|
|
$ |
1,677,561 |
|
Equity securities: |
|
|
|
|
|
|
|
Preferred stock |
— |
|
|
63,612 |
|
|
— |
|
|
63,612 |
|
Common stock |
41,244 |
|
|
3,452 |
|
|
102 |
|
|
44,798 |
|
Total equity securities |
$ |
41,244 |
|
|
$ |
67,064 |
|
|
$ |
102 |
|
|
$ |
108,410 |
|
Bank loan participations |
$ |
— |
|
|
$ |
156,043 |
|
|
$ |
— |
|
|
$ |
156,043 |
|
Short-term investments |
$ |
— |
|
|
$ |
136,563 |
|
|
$ |
— |
|
|
$ |
136,563 |
|
A reconciliation of the beginning and ending balances of
available-for-sale fixed maturity securities, equity securities,
and bank loan participations measured at fair value on a recurring
basis using significant unobservable inputs (Level 3) is shown
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
(in thousands) |
Beginning balance |
|
|
|
|
$ |
102 |
|
|
$ |
980 |
|
Transfers out of Level 3 |
|
|
|
|
— |
|
|
— |
|
Transfers in to Level 3 |
|
|
|
|
— |
|
|
— |
|
Purchases |
|
|
|
|
— |
|
|
— |
|
Sales |
|
|
|
|
(92) |
|
|
(282) |
|
Maturities, calls and paydowns |
|
|
|
|
— |
|
|
(24) |
|
Amortization of discount |
|
|
|
|
— |
|
|
— |
|
Total gains or losses (realized/unrealized): |
|
|
|
|
|
|
|
Included in earnings |
|
|
|
|
(10) |
|
|
(375) |
|
Included in other comprehensive income |
|
|
|
|
— |
|
|
— |
|
Ending balance |
|
|
|
|
$ |
— |
|
|
$ |
299 |
|
The Company had one equity security at December 31, 2021 for
which the fair value was determined using significant unobservable
inputs (Level 3). The fair value of $102,000 for the equity
security was based on expected proceeds from its sale. During the
three months ended March 31, 2022, the Company sold the equity
security.
The Company held one bank loan participation and one equity
security at March 31, 2021 and one bank loan participation and
two equity securities at December 31, 2020 for which the fair
value was determined using significant unobservable inputs (Level
3). A market approach using prices in trades of comparable
securities was utilized to determine a fair value for the
securities of $299,000 at March 31, 2021 and $980,000 at
December 31, 2020.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
Transfers out of Level 3 occur when the Company is able to obtain
reliable prices from pricing vendors for securities for which the
Company was previously unable to obtain reliable prices. Transfers
in to Level 3 occur when the Company is unable to obtain reliable
prices for securities from pricing vendors and instead must use
broker price quotes to value the securities.
There were no transfers between Level 1 and Level 2 during the
three months ended March 31, 2022 or 2021. The Company
recognizes transfers between levels at the beginning of the
reporting period.
In the determination of the fair value for bank loan participations
and certain high yield bonds, the Company’s investment manager
endeavors to obtain data from multiple external pricing sources.
External pricing sources may include brokers, dealers and price
data vendors that provide a composite price based on prices from
multiple dealers. Such external pricing sources typically provide
valuations for normal institutional size trading units of such
securities using methods based on market transactions for
comparable securities, and various relationships between
securities, as generally recognized by institutional dealers. For
investments in which the investment manager determines that only
one external pricing source is appropriate or if only one external
price is available, the relevant investment is generally recorded
at fair value based on such price.
Investments for which external sources are not available or are
determined by the investment manager not to be representative of
fair value are recorded at fair value as determined by the Company,
with input from its investment managers and valuation specialists
as considered necessary. In determining the fair value of such
investments, the Company considers one or more of the following
factors: type of security held, convertibility or exchangeability
of the security, redeemability of the security (including the
timing of redemptions), application of industry accepted valuation
models, recent trading activity, liquidity, estimates of
liquidation value, purchase cost, and prices received for
securities with similar terms of the same issuer or similar
issuers. At March 31, 2022 and December 31, 2021, there
were no investments for which external sources were unavailable to
determine fair value.
The carrying values and fair values of financial instruments are
summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
Carrying
Value |
|
Fair Value |
|
Carrying
Value |
|
Fair Value |
|
(in thousands) |
Assets |
|
|
|
|
|
|
|
Fixed maturity securities, available-for-sale |
$ |
1,662,278 |
|
|
$ |
1,662,278 |
|
|
$ |
1,677,561 |
|
|
$ |
1,677,561 |
|
Equity securities |
102,973 |
|
|
102,973 |
|
|
108,410 |
|
|
108,410 |
|
|
|
|
|
|
|
|
|
Bank loan participations |
159,084 |
|
|
159,084 |
|
|
156,043 |
|
|
156,043 |
|
Cash and cash equivalents |
270,195 |
|
|
270,195 |
|
|
190,123 |
|
|
190,123 |
|
Restricted cash equivalents |
102,009 |
|
|
102,009 |
|
|
102,005 |
|
|
102,005 |
|
Short-term investments |
147,334 |
|
|
147,334 |
|
|
136,563 |
|
|
136,563 |
|
Other invested assets – notes receivable |
9,740 |
|
|
11,694 |
|
|
9,740 |
|
|
11,921 |
|
Liabilities |
|
|
|
|
|
|
|
Senior debt |
222,300 |
|
|
213,148 |
|
|
262,300 |
|
|
252,213 |
|
Junior subordinated debt |
104,055 |
|
|
105,143 |
|
|
104,055 |
|
|
106,635 |
|
The fair values of fixed maturity securities, equity securities,
and bank loan participations have been determined using quoted
market prices for securities traded in the public market or prices
using bid or closing prices for securities not traded in the public
marketplace. The fair values of cash and cash equivalents and
short-term investments approximate their carrying values due to
their short-term maturity.
The fair values of other invested assets-notes receivable, senior
debt, and junior subordinated debt at March 31, 2022 and
December 31, 2021 were determined by calculating the present
value of expected future cash flows under the terms of the note
agreements or debt agreements, as applicable, discounted at an
estimated market rate of interest at March 31, 2022 and
December 31, 2021, respectively.
The fair values of senior debt and junior subordinated debt at
March 31, 2022 and December 31, 2021 were determined
using inputs to the valuation methodology that are unobservable
(Level 3).
11. Senior Debt
The Company repaid $40.0 million of loans that were
outstanding under a credit agreement (the “2017 Facility”) in the
three months ended March 31, 2022. At March 31, 2022,
unsecured loans of $21.5 million and secured letters of credit
totaling
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
$22.6 million were outstanding under the 2017 Facility. The 2017
Facility provides the Company with a revolving line of credit of up
to $100.0 million, which may be used for loans and letters of
credit made or issued, at the borrowers’ option, on a secured or
unsecured basis. The 2017 Facility contains certain financial and
other covenants which the Company was in compliance with at
March 31, 2022.
12. Series A Preferred Shares
On February 24, 2022, we entered into an Investment Agreement with
GPC Partners Investments (Thames) LP (“GPC Partners”), an affiliate
of Gallatin Point Capital LLC, relating to the issuance and sale of
150,000 7% Series A Perpetual Cumulative Convertible Preferred
Shares, par value $0.00125 per share (the “Series A Preferred
Shares”), for an aggregate purchase price of $150.0 million, or
$1,000 per share, in a private placement. The transaction closed on
March 1, 2022 (the “Series A Closing Date”).
The Series A Preferred Shares rank senior to our common shares with
respect to dividend rights and rights on the distribution of assets
on any liquidation, dissolution or winding up of the affairs of the
Company, upon which the holders of Series A Preferred Shares would
receive the greater of the $1,000 liquidation preference per share
(the “Liquidation Preference”) plus accrued and unpaid dividends,
or the amount they would have received if they had converted all of
their Series A Preferred Shares to common shares immediately before
such liquidation, dissolution or winding up.
Holders of the Series A Preferred Shares are entitled to a dividend
at the initial rate of 7% of the Liquidation Preference per annum,
paid in cash, in-kind in common shares or in Series A Preferred
Shares, at our election. On the five-year anniversary of the Series
A Closing Date, and each five-year anniversary thereafter, the
dividend rate will reset to a rate equal to the five-year U.S.
treasury rate plus 5.2%. Dividends accrue quarterly and are payable
on March 31, June 30, September 30 and December 31 of each year,
commencing June 30, 2022. Dividends accrued on the Series A
Preferred Shares in the three months ended March 31, 2022 (which
represent dividends from the Series A Closing Date through March
31, 2022) were $875,000.
The Series A Preferred Shares are convertible at the option of the
holders thereof at any time into common shares at an initial
conversion price of $26.5950, making the Series A Preferred Shares
initially convertible into 5,640,158 common shares. The conversion
price is subject to customary anti-dilution adjustments, including
cash dividends on the common shares above specified levels, as well
as certain adjustments in case of adverse reserve
developments.
At any time on or after the
two year anniversary of the Series A Closing Date, if the
volume-weighted average price (“VWAP”) per Common Share is greater
than 130% of the then-applicable conversion price for at least
twenty (20) consecutive trading days, the Company will be able to
elect to convert (a “Mandatory Conversion”) all of the outstanding
Series A Preferred Shares into Common Shares. In the case of a
Mandatory Conversion, each Series A Preferred Share then
outstanding will be converted into (i) the number of Common Shares
equal to the quotient of (A) the sum of the Liquidation Preference
and the accrued and unpaid dividends with respect to such Series A
Preferred Share to be converted divided by (B) the conversion price
of such share in effect as of the date of the Mandatory Conversion
plus (ii) cash in lieu of fractional shares.
Upon any Mandatory Conversion on or before the five-year
anniversary of the Series A Closing Date, all dividends that would
have accrued from the date of the Mandatory Conversion to the later
of the five-year anniversary of the Series A Closing Date or the
last day of the eighth quarter following the date of the Mandatory
Conversion, the last eight quarters of which will be discounted to
present value using a discount rate of 3.5% per annum, and will be
immediately payable in Common Shares, valued at the average of the
daily VWAP of the Company’s Common Shares during the five (5)
trading days immediately preceding the Mandatory
Conversion.
The holders of the Series A Preferred Shares may require us to
repurchase their shares upon the occurrence of certain change of
control events. Upon the occurrence of a Fundamental Change (as
defined in the Certificate of Designations designating the Series A
Preferred Shares), each holder of outstanding Series A Preferred
Shares will be permitted to, at its election, (i) effective as of
immediately prior to the Fundamental Change, convert all or a
portion of its Series A Preferred Shares into Common Shares, or
(ii) require the Company to repurchase any or all of such holder’s
Series A Preferred Shares at a purchase price per Series A
Preferred Share equal to the Liquidation Preference of such Series
A Preferred Share plus accrued and unpaid dividends. The repurchase
price will be payable in cash.
Because the Company may be required to repurchase all or a portion
of the Series A Preferred Shares at the option of the holder upon
the occurrence of certain change of control events, the Series A
Preferred Shares have been classified as mezzanine equity in the
Company's condensed consolidated balance sheets and are initially
recognized at fair value of $150.0 million (the proceeds on the
date of issuance) less issuance costs of $5.1 million,
resulting in an initial value of $144.9 million.
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
Under the terms of the Investment Agreement, GPC Partners has the
right to designate one member of the Board (the “Series A
Designee”). GPC Partners has designated Matthew Botein as the
Series A Designee and, accordingly, the Board approved the
appointment of Mr. Botein to serve as a Class I director with a
term expiring at the 2024 annual meeting of the Company’s
shareholders, effective following receipt of any necessary
regulatory approvals. Until applicable regulatory approvals are
obtained, Mr. Botein will have board observer status.
13. Capital Stock and Equity
Awards
Common Shares
Total common shares outstanding increased from 37,373,066 at
December 31, 2021 to 37,448,314 at March 31, 2022,
reflecting 75,248 common shares issued in the three months ended
March 31, 2022 related to vesting of RSUs.
Dividends
The Company declared the following dividends on common shares
during the first three months of 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of Declaration |
|
Dividend per Common Share |
|
Payable to Shareholders of Record on |
|
Payment Date |
|
Total Amount (thousands) |
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
February 16, 2022 |
|
$ |
0.05 |
|
|
March 14, 2022 |
|
March 31, 2022 |
|
$ |
1,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
February 24, 2021 |
|
$ |
0.30 |
|
|
March 15, 2021 |
|
March 31, 2021 |
|
$ |
9,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in the total dividends for the three months ended March
31, 2022 and 2021 are $36,000 and $113,000, respectively, of
dividend equivalents on unvested RSUs. The balance of dividends
payable on unvested RSUs was $305,000 at March 31, 2022 and
$518,000 at December 31, 2021.
Equity Incentive Plans
The Company’s shareholders have approved various equity incentive
plans, including the Amended and Restated 2009 Equity Incentive
Plan (the “Legacy Plan”), the 2014 Long Term Incentive Plan (“2014
LTIP”), and the 2014 Non-Employee Director Incentive Plan (“2014
Director Plan”) (collectively, the “Plans”). All awards issued
under the Plans are issued at the discretion of the Board of
Directors. Under the Legacy Plan, employees received non-qualified
stock options. Options are outstanding under the Legacy Plan;
however, no additional awards may be granted under such
plan.
Employees are eligible to receive non-qualified stock options,
incentive stock options, share appreciation rights, performance
shares, restricted shares, RSUs, and other awards under the 2014
LTIP. The maximum number of shares available for issuance under the
2014 LTIP is 4,171,150, and at March 31, 2022, 807,190 shares
are available for grant.
Non-employee directors of the Company are eligible to receive
non-qualified stock options, share appreciation rights, performance
shares, restricted shares, RSUs, and other awards under the 2014
Director Plan. The maximum number of shares available for issuance
under the 2014 Director Plan is 150,000, and at March 31,
2022, 75,269 shares are available for grant.
Generally, awards issued under the 2014 LTIP and 2014 Director Plan
vest immediately in the event that an award recipient is terminated
without Cause (as defined in the applicable plans), and in the case
of the 2014 LTIP for Good Reason (as defined in the applicable
plans), at any time following a Change in Control (as defined in
the applicable plans).
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
Options
The following table summarizes option activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2022 |
|
2021 |
|
Shares |
|
Weighted-
Average
Exercise
Price |
|
Shares |
|
Weighted-
Average
Exercise
Price |
Outstanding: |
|
|
|
|
|
|
|
Beginning of period |
287,974 |
|
|
$ |
35.26 |
|
|
463,324 |
|
|
$ |
32.25 |
|
Granted |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
Exercised |
— |
|
|
$ |
— |
|
|
(29,884) |
|
|
$ |
26.37 |
|
Forfeited |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
End of period |
287,974 |
|
|
$ |
35.26 |
|
|
433,440 |
|
|
$ |
32.65 |
|
Exercisable, end of period |
287,974 |
|
|
$ |
35.26 |
|
|
433,440 |
|
|
$ |
32.65 |
|
All of the outstanding options are fully vested (vesting period of
three years from date of grant) and have a contractual life of
seven years from the original date of grant. All of the outstanding
options have an exercise price equal to the fair value of the
underlying shares at the date of grant. The weighted-average
remaining contractual life of the options outstanding and
exercisable at March 31, 2022 was 1.2 years.
RSUs
The following table summarizes RSU activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2022 |
|
2021 |
|
Shares |
|
Weighted-
Average
Grant Date
Fair Value |
|
Shares |
|
Weighted-
Average
Grant Date
Fair Value |
|
|
|
|
|
|
|
|
Unvested, beginning of period |
292,135 |
|
|
$ |
45.89 |
|
|
399,856 |
|
|
$ |
43.59 |
|
Granted |
538,778 |
|
|
$ |
20.50 |
|
|
138,936 |
|
|
$ |
50.24 |
|
Vested |
(109,589) |
|
|
$ |
45.57 |
|
|
(161,004) |
|
|
$ |
41.89 |
|
Forfeited |
— |
|
|
$ |
— |
|
|
(1,089) |
|
|
$ |
42.44 |
|
Unvested, end of period |
721,324 |
|
|
$ |
26.97 |
|
|
376,699 |
|
|
$ |
46.78 |
|
Outstanding RSUs granted to employees generally vest ratably over a
three year vesting period. RSUs granted to non-employee directors
have a one year vesting period. The holders of RSUs are entitled to
dividend equivalents. The dividend equivalents are settled in cash
at the same time that the underlying RSUs vest and are subject to
the same risk of forfeiture as the underlying shares. The fair
value of the RSUs granted is based on the market price of the
underlying shares at the date of grant.
Compensation Expense
Share based compensation expense is recognized on a straight line
basis over the vesting period. The amount of expense and related
tax benefit is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(in thousands) |
Share based compensation expense |
|
|
|
|
$ |
1,786 |
|
|
$ |
1,905 |
|
U.S. tax benefit on share based compensation expense |
|
|
|
|
336 |
|
|
294 |
|
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(continued)
As of March 31, 2022, the Company had $18.0 million of
unrecognized share based compensation expense expected to be
charged to earnings over a weighted-average period of 2.3
years.
14. Subsequent Events
On April 28, 2022, the Board of Directors declared a cash
dividend of $0.05 per common share. The dividend is payable on
June 30, 2022 to shareholders of record on June 13,
2022.
On April 28, 2022, the Board of Directors declared a 7%
dividend on the Series A Preferred Shares. The dividend of $3.5
million will be payable in cash on June 30, 2022 to
shareholders of record on June 15, 2022.
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion and analysis contains forward-looking
statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these
forward-looking statements as a result of many factors. Factors
that could cause such differences are discussed in the sections
entitled “Special Note Regarding Forward-Looking Statements”, and
Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2021. The results of
operations for the three months ended March 31, 2022 are not
necessarily indicative of the results that may be expected for the
full year ending December 31, 2022, or for any other future
period. The following discussion should be read in conjunction with
the unaudited condensed consolidated financial statements and the
notes thereto included in Part I, Item 1 of this Quarterly Report
on Form 10-Q, and in conjunction with our Annual Report on Form
10-K for the year ended December 31, 2021.
The accompanying condensed consolidated financial statements and
related notes have been prepared in accordance with United States
(“U.S.”) generally accepted accounting principles (“GAAP”) and
include the accounts of James River Group Holdings, Ltd. and its
subsidiaries. Unless the context indicates or suggests otherwise,
references to “the Company”, “we”, “us” and “our” refer to James
River Group Holdings, Ltd. and its subsidiaries.
Our Business
James River Group Holdings, Ltd. is a Bermuda-based holding
company. We own and operate a group of specialty insurance and
reinsurance companies with the objective of generating compelling
returns on tangible equity while limiting underwriting and
investment volatility. We seek to accomplish this by earning
profits from insurance and reinsurance underwriting and generating
meaningful risk-adjusted investment returns while managing our
capital.
We are organized into four reportable segments, which are
separately managed business units:
•The
Excess and Surplus Lines segment offers commercial excess and
surplus lines liability and property insurance in every U.S. state,
the District of Columbia, Puerto Rico and the U.S. Virgin Islands
through James River Insurance Company and its wholly-owned
subsidiary, James River Casualty Company;
•The
Specialty Admitted Insurance segment approaches the insurance
market in two ways: as a risk bearing underwriter, and as a
“fronting” company. The Company’s risk bearing underwriting is
focused on niche classes within the standard insurance markets,
such as workers’ compensation coverage for residential contractors,
light manufacturing operations, transportation workers and
healthcare workers. In its fronting business, the Specialty
Admitted segment works with distributors, such as managing general
agents and other producers, by using our licensure, rating and
administrative services in order to produce and service insurance
policies for reinsurers and other third party risk bearing
entities. We charge fees for “fronting” for these capital
providers. In some instances, we retain a small percentage of the
risk on fronted business, generally 10%-30%. This segment has
admitted licenses and the authority to write excess and surplus
lines insurance in 50 states and the District of
Columbia;
•The
Casualty Reinsurance segment primarily provides proportional and
working layer casualty reinsurance to third parties (primarily
through reinsurance intermediaries) through JRG Reinsurance Company
Ltd. (“JRG Re”). JRG Re has also in the past provided reinsurance
to the Company’s U.S.-based insurance subsidiaries through a
quota-share reinsurance agreement. Carolina Re Ltd (“Carolina Re”)
was formed in 2018 to also provide reinsurance to the Company’s
U.S. based insurance subsidiaries through a quota-share reinsurance
agreement, and was also the cedent on an aggregate stop loss
reinsurance treaty with JRG Re through December 31, 2021. JRG Re
and Carolina Re are both Bermuda-based reinsurance
companies.
•The
Corporate and Other segment consists of the management and treasury
activities of our holding companies, interest expense associated
with our debt, and expenses of our holding companies, including
public company expenses, that are not reimbursed by our insurance
segments.
All of our insurance and reinsurance subsidiaries have financial
strength ratings of “A-” (Excellent) from A.M. Best
Company.
Critical Accounting Policies and Estimates
In preparing the unaudited condensed consolidated financial
statements, we are required to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosures of contingent assets and liabilities as of the date of
the condensed consolidated financial statements and the reported
amounts of revenues and expenses for the reporting period. Actual
results could differ significantly from those
estimates.
The most critical accounting policies involve significant estimates
and include those used in determining the reserve for losses and
loss adjustment expenses and investment valuation and impairment.
For a detailed discussion of each of these policies, refer to our
Annual Report on Form 10-K for the year ended December 31,
2021. There have been no significant changes to any of these
policies during the current year.
Impact of the COVID-19 Pandemic
For a discussion of the impact of the coronavirus (COVID-19)
pandemic and related economic conditions on the Company’s results
for the year ended December 31, 2021, please see “Part II—Item
7—Management’s Discussion and Analysis of Financial Condition and
Results of Operation” in our Annual Report. The Company continues
to monitor the impact that the ongoing coronavirus (COVID-19)
pandemic may be having on the Company’s financial condition and
results of operations.
Recent Strategic Actions
Issuance of Series A Preferred Shares
The Company closed on the issuance and sale of 150,000 7% Series A
Perpetual Cumulative Convertible Preferred Shares, par value
$0.00125 per share (the “Series A Preferred Shares”) on March 1,
2022 for an aggregate purchase price of $150.0 million, or $1,000
per share, in a private placement. The Series A Preferred Shares
are convertible into the Company’s common shares at the option of
the holder at any time, or at the Company’s option under certain
circumstances. Dividends on the Series A preferred shares accrue
quarterly at the initial rate of 7% of the $1,000 liquidation
preference per share (the “Liquidation Preference”) per annum,
which may be paid in cash, in-kind in common shares or in Series A
Preferred Shares, at the Company’s election. Dividends accrued on
the Series A Preferred Shares in the three months ended March 31,
2022 (which represent the dividends from March 1, 2022, the date of
issuance of the Series A Preferred Shares, through March 31, 2022)
were $875,000. Please see “Part I—Item 1—Note 12. Series A
Preferred Shares” in the Notes to our Condensed Consolidated
Financial Statements in this Form 10-Q.
Loss Portfolio Transfer Retrocession Agreement
On February 23, 2022, JRG Re entered into a loss portfolio transfer
retrocession agreement (the “Retrocession Agreement”) with
Fortitude Reinsurance Company Ltd. (“FRL”) under which FRL
reinsures the majority of the reserves in the Company’s Casualty
Reinsurance segment. Under the terms of the transaction, which
closed on March 31, 2022 (the “Retrocession Closing Date”), JRG Re
(a) ceded to FRL all existing and future claims for losses arising
under certain casualty reinsurance agreements with underlying
insurance companies with treaty inception dates ranging from 2011
to 2020 (the “Subject Business”), in each case net of third-party
reinsurance and other recoveries, up to an aggregate limit of
$400.0 million; (b) continues to manage and retain the benefit
of other third-party reinsurance on the Subject Business; (c) paid
FRL a reinsurance premium of $335.0 million,
$310.0 million of which JRG Re credited to a notional funds
withheld account (the “Funds Withheld Account”) and
$25.0 million of which was paid in cash to FRL; and (d) will
pay FRL a 2% per annum crediting rate on the Funds Withheld Account
balance on a quarterly basis. The total premium, initial Funds
Withheld Account credit, and aggregate limit was adjusted for
claims paid from October 1, 2021 to the Retrocession Closing Date.
The Casualty Reinsurance segment incurred losses of $11.5 million
(including $6.8 million of net adverse reserve development and
$4.7 million of current accident year losses) in the three months
ended March 31, 2022 associated with the Retrocession
Agreement.
RESULTS OF OPERATIONS
The following table summarizes our results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
% |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
|
|
|
|
|
|
|
($ in thousands) |
|
|
Gross written premiums |
|
|
|
|
|
|
$ |
359,936 |
|
|
$ |
373,255 |
|
|
(3.6) |
% |
Net retention
(1)
|
|
|
|
|
|
|
48.9 |
% |
|
46.8 |
% |
|
|
Net written premiums |
|
|
|
|
|
|
$ |
175,859 |
|
|
$ |
174,599 |
|
|
0.7 |
% |
Net earned premiums |
|
|
|
|
|
|
$ |
189,824 |
|
|
$ |
160,593 |
|
|
18.2 |
% |
Losses and loss adjustment expenses |
|
|
|
|
|
|
(135,608) |
|
|
(273,500) |
|
|
(50.4) |
% |
Other operating expenses |
|
|
|
|
|
|
(49,261) |
|
|
(46,454) |
|
|
6.0 |
% |
Underwriting profit (loss)
(2), (3)
|
|
|
|
|
|
|
4,955 |
|
|
(159,361) |
|
|
— |
|
Net investment income |
|
|
|
|
|
|
16,267 |
|
|
15,089 |
|
|
7.8 |
% |
Net realized and unrealized (losses) gains on
investments |
|
|
|
|
|
|
(5,010) |
|
|
6,272 |
|
|
— |
|
Other income and expense |
|
|
|
|
|
|
(301) |
|
|
(522) |
|
|
(42.3) |
% |
Interest expense |
|
|
|
|
|
|
(2,292) |
|
|
(2,216) |
|
|
3.4 |
% |
Amortization of intangible assets |
|
|
|
|
|
|
(91) |
|
|
(91) |
|
|
— |
% |
Income (loss) before taxes |
|
|
|
|
|
|
13,528 |
|
|
(140,829) |
|
|
— |
|
Income tax expense (benefit) |
|
|
|
|
|
|
3,323 |
|
|
(37,369) |
|
|
— |
|
Net income (loss) |
|
|
|
|
|
|
$ |
10,205 |
|
|
$ |
(103,460) |
|
|
— |
|
Dividends on Series A Preferred Shares |
|
|
|
|
|
|
$ |
(875) |
|
|
$ |
— |
|
|
— |
|
Net income (loss) to common shareholders |
|
|
|
|
|
|
$ |
9,330 |
|
|
$ |
(103,460) |
|
|
— |
|
Adjusted net operating income (loss)
(4)
|
|
|
|
|
|
|
$ |
13,867 |
|
|
$ |
(108,795) |
|
|
— |
|
Ratios: |
|
|
|
|
|
|
|
|
|
|
|
Loss ratio |
|
|
|
|
|
|
71.4 |
% |
|
170.3 |
% |
|
|
Expense ratio |
|
|
|
|
|
|
26.0 |
% |
|
28.9 |
% |
|
|
Combined ratio |
|
|
|
|
|
|
97.4 |
% |
|
199.2 |
% |
|
|
Accident year loss ratio
(5)
|
|
|
|
|
|
|
67.9 |
% |
|
64.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Net
retention is defined as the ratio of net written premiums to gross
written premiums.
(2)Underwriting
profit (loss) is a non-GAAP measure. See “Reconciliation of
Non-GAAP Measures” for a reconciliation to income (loss) before
taxes and for additional information.
(3)Included
in underwriting results for the three months ended March 31,
2022 and 2021 is gross fee income of $5.6 million and $5.1 million,
respectively.
(4)Adjusted
net operating income (loss) is a non-GAAP measure. See
“Reconciliation of Non-GAAP Measures” for a reconciliation to net
income (loss) and for additional information.
(5)Accident
year loss ratio is defined as the ratio of losses and loss
adjustment expenses for the current accident year (excluding
development on prior accident year reserves) to net earned
premiums.
Three Months Ended March 31, 2022 and 2021
The Company had an underwriting profit of $5.0 million for the
three months ended March 31, 2022 compared to an underwriting loss
of $159.4 million for the same period in the prior year.
Underwriting results for the three months ended March 31, 2022
include $11.5 million of incurred losses (including
$6.8 million of net adverse reserve development and $4.7
million of current accident year losses) in the Casualty
Reinsurance segment associated with the Retrocession Agreement.
Underwriting results for the three months ended March 31, 2021
include $170.1 million of net adverse reserve development on prior
accident years, including $168.7 million of net adverse development
from the Excess and Surplus Lines segment almost entirely related
to a previously canceled commercial auto account (see underwriting
results of the Excess and Surplus Lines segment below for further
discussion).
The results for the three months ended March 31, 2022 and 2021 also
include certain non-operating items that are significant to the
Company. These items (on a pre-tax basis) include:
•Net
realized and unrealized investment (losses) gains of $(5.0) million
and $6.3 million for the three months ended March 31, 2022 and
2021, respectively.
The net realized and unrealized investment losses
for
the
three months ended March 31, 2022
include
$(2.7) million
and
$(2.0) million
of unrealized losses related to changes in unrealized gains and
losses on equity securities and bank loan participations,
respectively ($1.7
million
and
$3.9 million
of unrealized gains for the
three months ended March 31, 2021,
respectively).
See “— Investing Results" for more information on these realized
and unrealized investment gains.
•Other
expenses were $347,000 and $621,000 for the three months ended
March 31, 2022 and 2021, respectively, and include legal fees
related to a purported class action lawsuit, certain legal and
professional consulting fees related to various strategic
initiatives, and employee severance costs.
We define adjusted net operating income (loss) as income (loss)
available to common shareholders excluding net realized and
unrealized (losses) gains on investments, and certain non-operating
expenses such as professional service fees related to a purported
class action lawsuit, various strategic initiatives, and the filing
of registration statements for the offering of securities, and
severance costs associated with terminated employees. We use
adjusted net operating income (loss) as an internal performance
measure in the management of our operations because we believe it
gives our management and other users of our financial information
useful insight into our results of operations and our underlying
business performance. Adjusted net operating income (loss) should
not be viewed as a substitute for net income (loss) calculated in
accordance with GAAP, and our definition of adjusted net operating
income (loss) may not be comparable to that of other
companies.
Our income (loss) before taxes and net income (loss) reconcile to
our adjusted net operating income (loss) as follows:
|
|
|
|
|
|
|
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Three Months Ended March 31, |
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2022 |
|
2021 |
|
Income
Before
Taxes |
|
Net
Income |
|
Loss
Before
Taxes |
|
Net
Loss |
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($ in thousands) |
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Income (loss) available to common shareholders |
$ |
12,653 |
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$ |
9,330 |
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