UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

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

For the quarterly period ended June 30, ~~2019~~2020

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

☐~~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 001-38996

ProSight Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware		~~35‑2405664~~35-2405664

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

412 Mt. Kemble Avenue

Suite 300

Morristown, NJ 07960

(973) 532-1900

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	PROS	New York Stock Exchange

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 ☒ No ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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~~12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12b‑2~~12b-2 of the Exchange Act). Yes ☐ No ☒.

There were ~~42,999,027~~43,587,642 shares of Common Stock ($0.01 par value) outstanding as of August ~~8, 2019.~~10, 2020.

ProSight Global, Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)



	June 30,		December 31,


					June 30,		December 31,
($ in thousands except share amounts)	2019		2018		2020		2019
Assets			(As restated)
Investments:
Fixed income securities, available-for-sale at fair value (amortized cost $1,855,160 in 2019 and $1,729,755 in 2018)	$	1,883,989	$	1,693,382
Commercial levered loans at amortized cost (fair value $16,168 in 2019 and $15,858 in 2018)		16,549		16,915
Limited partnerships and limited liability companies at fair value (cost $58,387 in 2019 and $51,903 in 2018)		62,351		53,432
Fixed maturity securities, available-for-sale at fair value (amortized cost $2,102,989 in 2020 and $1,999,403 in 2019, allowance for credit losses $(1,985) in 2020 and $0 in 2019)					$	2,162,780	$	2,040,682
Commercial levered loans at amortized cost (fair value $12,628 in 2020 and $13,950 in 2019)						13,463		14,069
Non-redeemable preferred stock securities at fair value (amortized cost $11,670 in 2020 and $0 in 2019)						11,785		—
Limited partnerships and limited liability companies at fair value (cost $74,019 in 2020 and $62,226 in 2019)						79,717		66,660
Short-term investments		49,824		36,661		496		43,873
Total investments		2,012,713		1,800,390		2,268,241		2,165,284
Cash and cash equivalents		34,241		22,279		50,637		17,284
Restricted cash		8,929		7,621		9,966		10,213
Accrued investment income		13,314		12,279		14,119		13,610
Premiums and other receivables, net		196,128		200,347		143,519		190,004
Receivable from reinsurers on paid losses		9,927		12,428
Reinsurance receivable on unpaid losses		210,021		185,295
Receivable from reinsurers on paid losses, net						2,497		3,481
Reinsurance receivables on unpaid losses, net						141,427		193,952
Deferred policy acquisition costs		101,740		93,613		94,587		98,812
Prepaid reinsurance premiums		59,218		44,626		47,837		42,861
Net deferred income taxes		13,724		33,239		—		4,803
Goodwill and net intangible assets		29,204		29,219		29,174		29,189
Fixed assets and capitalized software, net		38,145		39,001		35,630		37,167
Funds withheld related to sale of affiliate		19,534		19,397		19,529		19,453
Other assets		33,328		57,653		34,218		29,537
Assets of discontinued operations		19,278		19,719		23,171		21,584
Total assets	$	2,799,444	$	2,577,106	$	2,914,552	$	2,877,234


Liabilities
Reserve for unpaid losses and loss adjustment expenses	$	1,483,660	$	1,396,812	$	1,544,123	$	1,521,648
Reserve for unearned premiums		472,907		435,933		450,934		483,223
Ceded reinsurance payable		15,987		13,281		20,324		17,768
Notes payable, net of debt issuance costs		182,517		182,355		164,862		164,693
Secured loan payable, net of issuance costs						24,997		—
Funds held under reinsurance agreements		72,362		63,165		22,858		58,855
Net deferred income taxes						75		—
Other liabilities		91,293		73,474		66,762		56,438
Liabilities of discontinued operations		21,768		22,256		33,517		31,578
Total liabilities		2,340,494		2,187,276		2,328,452		2,334,203


Stockholders’ equity
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding		—		—		—		—
Common stock, $0.01 par value; 200,000,000 shares authorized; 38,864,289 shares issued and 38,851,369 shares outstanding		389		389
Common stock, $0.01 par value; 200,000,000 shares authorized; 43,355,319 and 43,071,186 shares issued, 43,342,399 and 43,058,266 shares outstanding in 2020 and 2019, respectively						433		431
Paid-in capital		603,163		607,260		664,895		661,761
Accumulated other comprehensive income (loss)		28,844		(22,315)
Accumulated other comprehensive income						52,756		37,453
Retained deficit		(173,246)		(195,304)		(131,784)		(156,414)
Treasury shares - at cost (12,920 shares)		(200)		(200)		(200)		(200)
Total stockholders’ equity		458,950		389,830		586,100		543,031
Total liabilities and stockholders’ equity	$	2,799,444	$	2,577,106	$	2,914,552	$	2,877,234

ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)


	Three Months Ended June 30				Six Months Ended June 30

									Three Months Ended June 30					Six Months Ended June 30
($ in thousands except per share amounts)	2019		2018		2019		2018		2020			2019		2020		2019
Gross written premiums	$	235,032	$	222,555	$	490,870	$	471,975	$	186,394		$	235,032	$	400,178	$	490,870
Net premiums earned		202,480		183,123		398,088		350,579
Net earned premiums										181,629			202,480		387,291		398,088
Net investment income		17,398		15,548		34,556		29,257		23,791			17,398		32,606		34,556
Realized investment gains, net		137		686		250		399		1,891			137		2,123		250
Other income		97		168		190		336		101			97		213		190
Total revenues		220,112		199,525		433,084		380,571		207,412			220,112		422,233		433,084


Expenses:
Net losses and loss adjustment expenses incurred		127,115		109,933		245,448		211,787		112,473			127,115		240,030		245,448
Policy acquisition expenses		45,533		43,253		92,106		81,624		42,033			45,533		89,019		92,106
General and administrative expenses		26,028		24,880		53,222		50,102		26,415			26,028		53,052		53,222
Interest expense		3,147		3,084		6,509		6,115		3,067			3,147		6,172		6,509
Other expense		7,170		—		7,170		—		1,390			7,170		3,127		7,170
Total expenses		208,993		181,150		404,455		349,628		185,378			208,993		391,400		404,455
Income from continuing operations before income taxes		11,119		18,375		28,629		30,943		22,034			11,119		30,833		28,629


Income tax provision:
Current		82		(397)		223		(404)		4,116			82		5,747		223
Deferred		2,341		4,120		6,015		6,685		635			2,341		992		6,015
Total income tax expense		2,423		3,723		6,238		6,281		4,751			2,423		6,739		6,238
Net income from continuing operations		8,696		14,652		22,391		24,662		17,283			8,696		24,094		22,391


Discontinued operations:
Net (loss) income from discontinued operations		(78)		(198)		(333)		587

Net income (loss) from discontinued operations										279			(78)		536		(333)
Net income	$	8,618	$	14,454	$	22,058	$	25,249	$	17,562	��	$	8,618	$	24,630	$	22,058


Earnings per share – basic:
Net income from continuing operations	$	0.22	$	0.38	$	0.58	$	0.64	$	0.39		$	0.22	$	0.55	$	0.58
Net income	$	0.22	$	0.37	$	0.57	$	0.66	$	0.40		$	0.22	$	0.56	$	0.57


Earnings per share – diluted:
Net income from continuing operations	$	0.22	$	0.37	$	0.57	$	0.63	$	0.39		$	0.22	$	0.55	$	0.57
Net income	$	0.22	$	0.36	$	0.56	$	0.64	$	0.40		$	0.22	$	0.56	$	0.56

ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income ~~(Loss)~~ (Unaudited)

Three Months Ended June 30

Six Months Ended June 30
($ in thousands)

2019

2018

2019

2018
Net income

$
8,618

$
14,454

$
22,058

$
25,249

Other comprehensive income (loss), net of taxes:








Change in unrealized holding gains (losses) on securities, net of deferred tax expense (benefit) of $6,206 and $13,447 in 2019 and $(2,769) and $(8,425) in 2018

23,624

(10,499)

51,186

(31,606)
Less: reclassification adjustment for gains included in net income, net of tax (benefit) expense of $(28) and $(52) in 2019 and $45 and $(109) in 2018

217

731

27

1,083
Other comprehensive income (loss)

23,407

(11,230)

51,159

(32,689)
Comprehensive income (loss)

$
32,025

$
3,224

$
73,217

$
(7,440)


	Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2020		2019		2020		2019
Net income	$	17,562	$	8,618	$	24,630	$	22,058
Other comprehensive income, net of taxes:
Change in unrealized holding gains on available-for-sale debt securities, net of deferred tax expense of $20,851 and $4,749 in 2020 and $6,206 and $13,447 in 2019		78,456		23,624		17,492		51,186
Less: reclassification adjustment for gains included in net income, net of tax expense (benefit) of $726 and $862 in 2020 and $(28) and $(52) in 2019		2,952		217		3,758		27
Less: reclassification adjustment for credit losses included in net income, net of tax benefit of $(330) and $(417) in 2020 and $0 and $0 in 2019		(1,240)		—		(1,569)		—
Other comprehensive income		76,744		23,407		15,303		51,159
Comprehensive income	$	94,306	$	32,025	$	39,933	$	73,217

See accompanying notes to interim consolidated financial statements (unaudited)

ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)


							Accumulated
	Preferred		Common		Paid-In		Other Comprehensive		Retained		Treasury

																					Accumulated
															Preferred		Common		Paid-In		Other Comprehensive		Retained		Treasury
($ in thousands)	Stock		Stock		Capital		Income (Loss)		Deficit		Shares		Total		Stock		Stock		Capital		Income (Loss)		Deficit		Shares		Total
December 31, 2017 (As restated)	$	—	$	387	$	606,346	$	19,297	$	(249,847)	$	(200)	$	375,983
December 31, 2018															$	—	$	389	$	607,260	$	(22,315)	$	(195,304)	$	(200)	$	389,830
Stock based employee compensation plan		—		—		238		—		—		—		238		—		—		77		—		—		—		77
Net unrealized loss on investment securities, net of deferred tax benefit of $(5,502)		—		—		—		(21,459)		—		—		(21,459)
Net income		—		—		—		—		10,795		—		10,795
March 31, 2018	$	—	$	387	$	606,584	$	(2,162)	$	(239,052)	$	(200)	$	365,557
Stock based employee compensation plan		—		—		160		—		—		—		160
Net unrealized loss on investment securities, net of deferred tax benefit of $(2,814)		—		—		—		(11,230)		—		—		(11,230)
Net income		—		—		—		—		14,454		—		14,454
June 30, 2018	$	—	$	387	$	606,744	$	(13,392)	$	(224,598)	$	(200)	$	368,941

December 31, 2018 (As restated)	$	—	$	389	$	607,260	$	(22,315)	$	(195,304)	$	(200)	$	389,830
Stock based employee compensation plan		—		—		77		—		—		—		77
Net unrealized gain on investment securities, net of deferred tax expense of $7,265		—		—		—		27,752		—		—		27,752
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $7,265																—		—		—		27,752		—		—		27,752
Equity distribution		—		—		(4,174)		—		—		—		(4,174)		—		—		(4,174)		—		—		—		(4,174)
Net income		—		—		—		—		13,440		—		13,440		—		—		—		—		13,440		—		13,440
March 31, 2019	$	—	$	389	$	603,163	$	5,437	$	(181,864)	$	(200)	$	426,925	$	—	$	389	$	603,163	$	5,437	$	(181,864)	$	(200)	$	426,925
Net unrealized gain on investment securities, net of deferred tax expense of $6,234		—		—		—		23,407		—		—		23,407
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $6,234																—		—		—		23,407		—		—		23,407
Net income		—		—		—		—		8,618		—		8,618		—		—		—		—		8,618		—		8,618
June 30, 2019	$	—	$	389	$	603,163	$	28,844	$	(173,246)	$	(200)	$	458,950	$	—	$	389	$	603,163	$	28,844	$	(173,246)	$	(200)	$	458,950


December 31, 2019															$	—	$	431	$	661,761	$	37,453	$	(156,414)	$	(200)	$	543,031
Stock based employee compensation plan																—		2		1,754		—		—		—		1,756
Net unrealized loss on available-for-sale debt securities, net of deferred tax benefit of $(16,151)																—		—		—		(61,441)		—		—		(61,441)
Retirement of common stock (tax payments on equity compensation)																—		—		(2,263)		—		—		—		(2,263)
Payments related to offering costs																—		—		(49)		—		—		—		(49)
Net income																—		—		—		—		7,068		—		7,068
March 31, 2020															$	—	$	433	$	661,203	$	(23,988)	$	(149,346)	$	(200)	$	488,102
Stock based employee compensation plan																—		—		3,057		—		—		—		3,057
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $20,455																—		—		—		76,744		—		—		76,744
Tax benefit on payments related to offering costs																—		—		635		—		—		—		635
Net income																—		—		—		—		17,562		—		17,562
June 30, 2020															$	—	$	433	$	664,895	$	52,756	$	(131,784)	$	(200)	$	586,100

ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended June 30

					Six Months Ended June 30
($ in thousands)	2019			2018	2020		2019
Operating activities
Net income from continuing operations	$	22,391	$	24,662	$	24,094	$	22,391
Net (loss) income from discontinued operations		(333)		587
Net income (loss) from discontinued operations						536		(333)
Net income		22,058		25,249		24,630		22,058


Adjustments to reconcile net income to net cash provided by operating activities:
Provision for deferred taxes		6,015		6,685		992		6,015
Net realized investment gains		(250)		(399)
Net limited partnerships gains		(2,449)		(2,825)
Net accretion from bonds and commercial loans		(2,227)		(2,080)
Realized investment gains, net						(2,123)		(250)
Net limited partnerships and limited liability companies gains						(1,254)		(2,449)
Net amortization (accretion) from bonds and commercial loans						1,808		(2,227)
Net change in fair value of non-redeemable preferred stock securities						(115)		—
Depreciation and amortization		4,131		3,368		4,186		4,131
Amortization of debt issuance costs		162		169		169		162
Stock based compensation		77		398		4,813		77


Changes in:
Premiums and other receivables		4,219		(60,746)
Premiums and other receivables, net						46,485		4,219
Receivable from reinsurers on paid losses and reinsurance receivable on unpaid losses		(22,225)		(6,141)		53,509		(22,225)
Ceded reinsurance payable		2,706		24,185		2,556		2,706
Accrued investment income		(1,035)		(3,643)		(509)		(1,035)
Deferred policy acquisition costs		(8,127)		(35,010)		4,225		(8,127)
Prepaid reinsurance premiums		(14,592)		58,366		(4,976)		(14,592)
Reserve for unpaid losses and loss adjustment expenses		86,848		68,684		22,475		86,848
Reserve for unearned premiums		36,974		80,474		(32,289)		36,974
Funds withheld related to sale of affiliate		(137)		(85)		(76)		(137)
Funds held under reinsurance agreements		9,197		(43,061)		(35,997)		9,197
Other assets		20,149		8,757		(4,465)		20,149
Other liabilities		17,819		8,703		10,324		17,819
Total adjustments		137,255		105,799		69,738		137,255
Net cash provided by operating activities – continuing operations		159,646		130,461		93,832		159,646
Net cash (used in) provided by operating activities – discontinued operations		(305)		2,986
Net cash provided by (used in) operating activities – discontinued operations						115		(305)
Net cash provided by operating activities		159,341		133,447		93,947		159,341


Investing activities
Purchases of available-for-sale fixed income securities		(221,287)		(201,987)
Sales of available-for-sale fixed income securities		32,791		73,779
Redemptions of available-for-sale fixed income securities		64,310		46,330
Purchases of commercial levered loans		—		(2,612)
Purchases of available-for-sale fixed maturity securities						(408,224)		(221,287)
Sales of available-for-sale fixed maturity securities						194,904		32,791
Redemptions of available-for-sale fixed maturity securities						111,877		64,310
Purchases of non-redeemable preferred stock securities						(11,669)		—
Redemptions of commercial levered loans		350		8,346		608		350
Purchases of limited partnerships		(8,244)		(27,049)		(13,651)		(8,244)
Distributions and redemptions from limited partnerships		1,775		2,080		1,847		1,775
Purchases of short-term investments		(241,574)		(80,868)		(34,955)		(241,574)
Sales of short-term investments		228,765		28,615		78,485		228,765
Acquisition of fixed assets and capitalized software		(3,260)		(4,607)		(2,634)		(3,260)
Net cash used in investing activities - continuing operations		(146,374)		(157,973)		(83,412)		(146,374)
Net cash (used in) provided by investing activities - discontinued operations		(320)		2,031
Net cash provided by (used in) investing activities - discontinued operations						634		(320)
Net cash used in investing activities		(146,694)		(155,942)		(82,778)		(146,694)


Financing activities
Payments related to offering costs						(49)		—
Tax withholding on stock compensation awards						(2,263)		—
Proceeds from secured notes payable						24,997
Net cash provided by financing activities		—		—		22,685		—

Net change in cash and cash equivalents		12,647		(22,495)		33,854		12,647
Cash, cash equivalents and restricted cash at beginning of year - continuing operations		29,900		77,872		27,497		29,900
Cash, cash equivalents and restricted cash at beginning of year - discontinued operations		1,034		1,322
Cash, cash equivalents and restricted cash at beginning of year- discontinued operations						255		1,034
Less: cash, cash equivalents and restricted cash at end of period - discontinued operations		(411)		(6,318)		(1,003)		(411)
Cash, cash equivalents and restricted cash at end of period - continuing operations	$	43,170	$	50,381	$	60,603	$	43,170

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

1. Basis of Reporting

The accompanying unaudited interim consolidated financial statements of ProSight Global, Inc. and its subsidiaries (the ~~Company)~~“Company”) have been prepared in conformity with U.S. generally accepted accounting principles ~~(GAAP)~~(“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 unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto ~~as of and for the year ended December 31, 2018,~~ included in the Company’s ~~final prospectus~~2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission ~~(SEC) pursuant to Rule 424(b) under the Securities Act of 1933,~~(“SEC”) on February 24, 2020, as amended ~~(the Securities Act)~~by Amendment No. 1 to Form 10-K filed with the SEC on ~~July 25, 2019 (the Prospectus).~~March 10, 2020. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements have been included. Such adjustments consist only of normal recurring items. All significant intercompany balances and transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results of operations for the full year.

~~Reorganization~~

~~The Company was incorporated in Delaware in 2010.~~ Prior to July 25, 2019, the Company was a wholly-owned subsidiary of ProSight Global Holdings Limited ~~(PGHL)~~(“PGHL”), a Bermuda holding company. Effective July 25, 2019, prior to the completion of the Company’s initial public offering ~~(IPO)~~(“IPO”), PGHL merged with and into the Company, with the Company surviving the merger (the ~~merger)~~“merger”). The prior holders of PGHL’s equity interests then outstanding received, as merger consideration, the right to receive 6.46 shares of the Company’s common stock for each such outstanding PGHL equity interest. ~~The total merger consideration was 38,851,369 shares of the Company’s common stock, which then comprised 100% of the shares of the Company’s outstanding common stock.~~

As a result of the merger, the assets and liabilities of the Company include, effective July 25, 2019, the assets and liabilities of PGHL. In addition, on July 24, 2019, in connection with the merger, the Company’s duly adopted amended and restated certificate of incorporation (the Certificate of Incorporation) became effective, providing for, among other things, the authorization of 200,000,000 shares of common stock and 50,000,000 shares of preferred stock. All share and per share amounts in the unaudited interim consolidated financial statements and related notes have been restated for all historical periods prior to July 25, 2019, presented to give effect to the merger and related conversion of shares, including reclassifying an amount equal to the change in value of common stock to additional paid-in capital, as well as the effectiveness of the Certificate of Incorporation.

Prior to the merger, PGHL’s subsidiaries ProSight Specialty International Holdings Limited (PSIH) and ProSight Specialty European Holdings Limited (PSEH) were merged with and into the Company, effective February 5, 2019. Additionally, effective February 5, 2019, ProSight Specialty Bermuda Limited (PSBL) became a wholly owned subsidiary of the Company. Prior to February 5, 2019, PSBL was a wholly owned subsidiary of PSEH.

Use of Estimates

The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statement balances, as well as disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Management periodically reviews its estimates and assumptions.

2.2. Recently Adopted Accounting Standards

~~No Accounting Standards Updates (ASU) have been adopted during the six months ended June 30, 2019.~~

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~~ProSight Global, Inc.~~

~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

Accounting Guidance ~~Not Yet~~ Adopted

In ~~January~~February 2016, the Financial Accounting Standards Board ~~(FASB)~~(“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU ~~2016-01,~~ ~~Financial Instruments – Overall, Recognition and Measurement of Financial Assets and Financial Liabilities~~. ASU 2016-01 provides guidance to improve certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically the guidance: (i) requires equity investments to be measured at fair value with changes in fair value recognized in earnings; (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (iii) eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost; (iv) requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and (v) clarifies that the need for a valuation allowance on a deferred tax asset related to an available-for-sale (AFS) security should be evaluated with other deferred tax assets. The Company shall apply ASU 2016-01 by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. ASU 2016-01 is effective for public entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2016-01 is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2016-01 on its financial condition and results of operations.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~2016-02”)to improve the financial reporting of leasing transactions. Under this ASU, lessees will recognize a right-of-use asset and corresponding liability on the balance sheet for all leases, except for leases covering a period of fewer than 12 months. The liability is to be measured as the present value of the future minimum lease payments taking into account renewal options, if applicable, plus initial incremental direct costs such as commissions. The minimum payments are discounted using the rate implicit in the lease or, if not known, the lessee’s incremental borrowing rate. The lessee’s income statement treatment for leases will vary depending on the nature of ~~what is being leased.~~the lease. A financing type lease is present when, among other matters, the asset is being leased for a substantial portion of its economic life or has an end-of-term title transfer or a bargain purchase option as in today’s practice. The payment of the liability set up for such leases will be apportioned between interest and principal; the right-of use asset will be generally amortized on a straight-line basis. If the lease does not qualify as a financing type lease, it will be accounted for on the income statement as rent on a straight-line basis. ASU 2016-02 requires the application of a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.

The Company adopted ASU 2016-02 ~~is effective~~in the first quarter of 2020, and as part of its implementation, elected the modified retrospective method approach at the beginning of the period of adoption and did not retrospectively adjust prior periods presented. The Company elected to not separate lease components from non-lease components (such as office cleanings, security and maintenance services provided by the Company’s lessors for ~~public entities for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. For~~certain of its leases). The Company

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Notes to Interim Consolidated Financial Statements (Unaudited)

also elected the package of practical expedients under the transition guidance, which allowed the Company ~~ASU 2016-02 is effective for annual periods beginning after December 15, 2019~~to not reevaluate existing lease classifications, among others. As of January 1, 2020, the Company’s adoption of this guidance resulted in recognition of a right-of-use asset of $5.6 million and ~~interim periods within annual periods beginning after December 15, 2020.~~a corresponding lease liability of $6.3 million in continuing operations, and a right-of-use asset of $2.5 million and a corresponding lease liability of $3.0 million in discontinued operations. The ~~Company is currently evaluating ASU 2016-02, and does~~adoption of this guidance did not ~~expect~~have a material impact on ~~its financial condition or results of operations from~~ the ~~adoption of this guidance.~~Company’s retained earnings. See Note 15. Leases for further information on the Company’s leases.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments –— Credit Losses, Measurement of Credit Losses on Financial Instruments(“ASU 2016-13”). ASU 2016-13 will change the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including, among others, held-to-maturity debt securities, trade receivables, and reinsurance receivables. ASU 2016-13 requires a valuation allowance to be calculated on these financial assets and that they be presented on the financial statements net of the valuation allowance. The valuation allowance is a measurement of expected losses that is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This methodology is referred to as the current expected credit loss model. The Company adopted ASU 2016-13 ~~is effective for public entities annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. For~~in the ~~Company, ASU 2016-13 is effective for annual periods beginning after December 15,~~first quarter of 2020 ~~and interim periods within annual periods beginning after December 15, 2021. The Company is currently evaluating the impact of ASU 2016-13 on its financial condition and results of operations.~~

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~~ProSight Global, Inc.~~

~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

~~In October 2016, the FASB issued ASU 2016-16,~~ ~~Income Taxes, Intra-Entity Transfersof Assets Other Than Inventory~~. ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset has been sold to an outside party. ASU 2016-16 should be applied onusing a modified retrospective ~~basis through a cumulative-effect adjustment directly to retained earnings as~~approach. As of January 1, 2020, the ~~beginning~~Company’s adoption of the period of adoption. ASU 2016-16 is effective for public entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2016-16 is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. The Company is currently evaluating ASU 2016-16 and doesthis guidance did not ~~expect~~have a material impact on ~~its financial condition or results of operations.~~the Company’s retained earnings.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value ~~Measurement.~~Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements for fair value measurements. The modifications removed the following disclosure requirements: (i) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU added the following disclosure requirements: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and (ii) the range and weighted average of significant ~~observable~~unobservable inputs used to develop Level 3 fair value measurements. ~~This update shall be applied retrospectively~~The Company adopted ASU 2018-13 in the first quarter of 2020 using a retrospective approach and ~~is effective for all entities annual and interim periods beginning after December 15, 2019, with early adoption permitted. As~~as the requirements of this literature are disclosure only, ASU 2018-13 ~~will~~did not have an impact on the Company’s financial condition or results of operations.

Accounting Guidance Not Yet Adopted

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). ASU 2017-08 shortens the amortization period of the premium for certain callable debt securities, from the contractual maturity date to the earliest call date. ASU 2017-08 is effective for public entities for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2017-08 is effective for annual periods beginning after December 15, 2019 and interim periods within annual periods beginning after December 15, 2020. The Company is currently evaluating the impact of this guidance on its financial condition or results of operations.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract(“ASU 2016-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 provides the option to apply prospectively to costs for activities performed on or after the date that the entity first adopts or retrospectively in accordance with guidance on accounting changes. ASU 2018-15 is effective for public entities for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2018-15 is effective for annual periods beginning after December 15, 2020 and interim periods within annual periods beginning after December 15, 2021. The Company is currently evaluating the impact of this guidance on its financial condition or results of operations.

In December 2019, the FASB issued ASU 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes (“ASU 2019-12”). Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipate loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019-12 removes this exception and provides that in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU 2019-12 is effective for public entities for annual periods beginning after December 15, 2020, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2019-12 is effective for annual periods beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2021. The Company is currently evaluating the impact of this guidance on its financial condition or results of operations.

In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”). ASU 2020-01 will clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. ASU 2020-01 is effective for public entities for annual periods beginning after December 15, 2020, including interim periods within those annual periods, with early adoption permitted. For the Company, ASU 2020-01 is effective for annual periods beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2021. The Company is currently evaluating the impact of this guidance on its financial condition or results of operations.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions to the guidance in GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition away from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Companies can elect to adopt ASU 2020-04 as of the beginning of the interim period that includes March 2020, or any date thereafter through December 31, 2022. The Company is currently evaluating the impact of this guidance on its financial condition and results of operations.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

3. Supplemental Cash Flow

~~Supplemental~~The following table represents the supplemental cash flow information for the six months ended June 30, ~~2019~~2020 and ~~2018, is as follows:~~2019:


	Six Months Ended June 30
($ in thousands)	2020		2019
Cash paid during the period for:
Interest	$	6,187	$	6,566
Non-cash activity:
Operating lease right-of-use assets due to the adoption of ASU 2016-02 - continuing operations	$	4,117	$	—
Operating lease right-of-use assets due to the adoption of ASU 2016-02 - discontinued operations	$	2,174	$	—
Operating lease liabilities due to the adoption of ASU 2016-02 - continuing operations	$	4,624	$	—
Operating lease liabilities due to the adoption of ASU 2016-02 - discontinued operations	$	2,526	$	—
Tax benefit on payments related to offering costs	$	635	$	—

Six Months Ended June 30
($ in thousands)

2019

2018
Cash paid during the period for:




Interest

$
6,566

$
6,105

For the six months ended June 30, 2020, the Company withheld 154,629 shares of common stock from employees related to tax liabilities incurred upon the settlement of vested restricted stock units (“RSUs”). The number of shares of common stock issued, upon the settlement of vested RSUs net of tax withholding, was 284,133.

4. Discontinued Operations

In March 2017, the Company announced its exit from the United Kingdom (“U.K.”) insurance market. The financial results and subsequent expenses directly attributable to U.K. operations are included in the Company’s financial statements and classified within discontinued operations for all periods presented. Net income from discontinued operations was $0.3 million and $0.5 million for the three and six months ended June 30, 2020. Net loss ~~for~~from discontinued operations was $0.1 million and $0.3 million for the three and six months ended June 30, ~~2019, respectively. Net loss for discontinued operations was $0.2 million and net income for discontinued operations was $0.6 million for the three and six months ended June 30, 2018, respectively.~~

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~~ProSight Global, Inc.~~

~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

2019.

The following table represents the carrying amounts of assets and liabilities associated with the exit from the insurance market in the U.K. reported as discontinued operations in its consolidated balance ~~sheet:~~sheets:


	June 30,		December 31,

					June 30,		December 31,
($ in thousands)	2019		2018		2020		2019
Assets
Total cash and investments	$	10,250	$	10,436
Cash and investments					$	10,120	$	10,428
Other assets		9,028		9,283		13,051		11,156
Total assets	$	19,278	$	19,719	$	23,171	$	21,584


Liabilities
Unpaid losses and loss adjustment expenses	$	13,917	$	14,030
Reserve for unpaid losses and loss adjustment expenses					$	24,146	$	24,169
Other liabilities		7,851		8,226		9,371		7,409
Total liabilities	$	21,768	$	22,256	$	33,517	$	31,578

5. Investments

The Company’s investment portfolio consists of fixed maturity securities, commercial levered loans, limited partnerships and limited liability companies, non-redeemable preferred stock securities, and short-term investments. Fixed ~~income~~maturity securities may include U.S. Treasury securities, government agency securities, municipal debt obligations, residential ~~mortgage backed~~mortgage-backed securities ~~(RMBS)~~(“RMBS”), commercial ~~mortgage backed~~mortgage-backed securities ~~(CMBS)~~(“CMBS”), collateralized loan obligations ~~(CLO)~~(“CLO”), ~~asset backed~~asset-backed securities ~~(ABS)~~(“ABS”) and corporate debt securities. Corporate debt securities may include

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

investment grade and below investment grade bonds, bank loan investments and redeemable preferred stock securities. The Company has designated its investments in fixed maturity securities as available-for-sale (“AFS”) securities.

(a) The gross unrealized gains and losses on ~~AFS~~fixed maturity securities included in assets from continuing operations at June 30, ~~2019,~~2020, are as follows:


	Cost/		Gross		Gross
	Amortized		Unrealized		Unrealized		Fair

									Cost/				Gross		Gross
									Amortized		Credit Loss		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Gains		Losses		Value		Cost		Allowance		Gains		Losses		Value
Fixed income securities:
Fixed maturity securities:
U.S. Treasury securities	$	84,377	$	901	$	(191)	$	85,087	$	36,265	$	—	$	2,204	$	—	$	38,469
Government agency securities		473		—		—		473		28,358		—		526		—		28,884
Corporate debt securities		1,300,218		21,985		(5,838)		1,316,365		1,302,996		(615)		65,651		(15,795)		1,352,237
Municipal debt obligations		8,274		217		—		8,491		158,464		—		5,623		(792)		163,295
ABS		86,573		1,212		(231)		87,554		49,723		(275)		347		(1,064)		48,731
CLO		173,538		212		(1,609)		172,141		175,687		(6)		41		(7,201)		168,521
CMBS		65,174		1,489		(102)		66,561		99,218		—		5,245		(986)		103,477
RMBS - non-agency		66,350		10,916		(118)		77,148		115,588		(1,089)		6,369		(2,008)		118,860
RMBS - agency		70,183		464		(478)		70,169		136,690		—		3,616		—		140,306
Total fixed income securities	$	1,855,160	$	37,396	$	(8,567)	$	1,883,989
Total fixed maturity securities									$	2,102,989	$	(1,985)	$	89,622	$	(27,846)	$	2,162,780

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~~ProSight Global, Inc.~~

~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

The gross unrealized gains and losses on ~~AFS~~fixed maturity securities included in assets from continuing operations at December 31, ~~2018,~~2019, are as follows:


	Cost/		Gross		Gross
	Amortized		Unrealized		Unrealized		Fair

									Cost/		Gross		Gross
									Amortized		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Fixed income securities:
Fixed maturity securities:
U.S. Treasury securities	$	92,219	$	126	$	(2,017)	$	90,328	$	49,161	$	838	$	(14)	$	49,985
Government agency securities										6,522		23		(14)		6,531
Corporate debt securities		1,231,352		1,216		(40,138)		1,192,430		1,308,094		33,743		(3,025)		1,338,812
Municipal debt obligations		6,238		—		(153)		6,085		80,338		243		(766)		79,815
ABS		82,603		1,095		(117)		83,581		73,068		854		(340)		73,582
CLO		161,421		160		(4,668)		156,913		181,704		125		(2,280)		179,549
CMBS		55,980		—		(2,137)		53,843		95,810		1,863		(147)		97,526
RMBS - non-agency		68,594		11,078		(121)		79,551		62,343		9,458		(191)		71,610
RMBS - agency		31,348		—		(697)		30,651		142,363		1,256		(347)		143,272
Total fixed income securities	$	1,729,755	$	13,675	$	(50,048)	$	1,693,382
Total fixed maturity securities									$	1,999,403	$	48,403	$	(7,124)	$	2,040,682

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The following table summarizes ~~all~~the fair values and gross unrealized losses for fixed maturity securities in an unrealized loss position at December 31, ~~2018, the fair value and gross unrealized loss~~2019, grouped by asset class and by ~~length~~duration of time ~~those securities have been~~ in a continuous unrealized loss position:


	Less Than 12 Months				Greater Than 12 Months				Total
											Total
	Fair		Unrealized		Fair		Unrealized		Total		Unrealized

													Less Than 12 Months				Greater Than 12 Months				Total
																							Total
													Fair		Unrealized		Fair		Unrealized		Total		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Fair Value		Losses		Value		Losses		Value		Losses		Fair Value		Losses
U.S. Treasury securities	$	8,263	$	(82)	$	69,727	$	(1,935)	$	77,990	$	(2,017)	$	—	$	—	$	7,469	$	(14)	$	7,469	$	(14)
Government agency securities														3,192		(14)		—		—		3,192		(14)
Corporate debt securities		393,931		(10,241)		710,482		(29,897)		1,104,413		(40,138)		133,341		(2,509)		50,695		(516)		184,036		(3,025)
Municipal debt obligations		—		—		6,085		(153)		6,085		(153)		66,355		(766)		—		—		66,355		(766)
ABS		25,258		(61)		4,249		(56)		29,507		(117)		27,884		(175)		11,165		(165)		39,049		(340)
CLO		146,004		(4,668)		—		—		146,004		(4,668)		28,485		(338)		110,825		(1,942)		139,310		(2,280)
CMBS		—		—		53,843		(2,137)		53,843		(2,137)		18,307		(102)		6,053		(45)		24,360		(147)
RMBS - non-agency		529		(13)		2,449		(108)		2,978		(121)		2,173		(14)		2,418		(177)		4,591		(191)
RMBS - agency		27,150		(513)		3,502		(184)		30,652		(697)		10,450		(12)		12,367		(335)		22,817		(347)
Total	$	601,135	$	(15,578)	$	850,337	$	(34,470)	$	1,451,472	$	(50,048)
Total fixed maturity securities													$	290,187	$	(3,930)	$	200,992	$	(3,194)	$	491,179	$	(7,124)

(c) The Company was holding ~~412~~286 and ~~708~~313 fixed ~~income~~maturity securities that were in an unrealized loss position as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. The Company ~~believes these unrealized losses are temporary, as they resulted from changes in market conditions, including interest rates or sector spreads, and are~~does not ~~considered to be credit~~

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~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

~~risk related. Other-than-temporary impairments (OTTI) charges are recognized as a realized loss to the extent that they are credit related, unless the Company has the intent~~intend to sell the ~~security or~~investments and it is ~~more-likely-than~~not more likely than not that the Company will be required to sell the ~~security. In those circumstances,~~investments before recovery of their amortized cost bases, which may be maturity.

The Company analyzes fixed maturity securities in an unrealized loss position for credit losses if they meet the following criteria: (i) they are trading in a significant loss position, (ii) failure of the issuer of the security ~~is written down~~ to ~~fair~~make scheduled interest or principal payments, (iii) there have been negative credit events with respect to the issuer, or (iv) there have been negative current events surrounding an issuer or the environment in which an issuer operates.

For fixed maturity securities in an unrealized loss position that require a credit loss analysis, the Company estimates a present value ~~with~~of expected cash flows. If the ~~entire~~results of the cash flow analysis indicate that the Company will not recover the full amount of its amortized cost basis, the ~~write-down charged~~Company records a credit loss for the excess of amortized cost over the present value of expected cash flows, not to ~~earnings as a component~~exceed the unrealized loss. Changes in the credit loss allowance are recognized through realized investment gains, net on the consolidated statements of ~~realized losses.~~operations. The ~~Company had no OTTI charges~~credit loss allowance expense for fixed maturity securities was $1.6 million and $2.0 million for the three and six months ended June 30, ~~2019~~2020.

The following table is a rollforward of the credit loss allowance for fixed maturity securities:


	December 31,		Additions		Reduction		Reduction		Change in Securities		June 30,
($ in thousands)	2019		New Securities		Sales		Intent to Sell		with Previous Allowance		2020
Fixed maturity securities:
Corporate debt securities	$	—	$	615	$	—	$	—	$	—	$	615
ABS		—		275		—		—		—		275
CLO		—		6		—		—		—		6
RMBS - non-agency		—		1,090		(1)		—		—		1,089
Total fixed maturity securities allowance	$	—	$	1,986	$	(1)	$	—	$	—	$	1,985

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ProSight Global, Inc. and ~~2018.~~Subsidiaries

~~(c)~~Notes to Interim Consolidated Financial Statements (Unaudited)

(d) The amortized cost and fair value of fixed ~~income~~maturity securities, ~~which excludes~~excluding the Company’s structured securities portfolio, at June 30, ~~2019,~~2020, by contractual maturity are shown below. Expected maturities will differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	June 30, 2019
	Amortized		Fair

					June 30, 2020
					Amortized		Fair
($ in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	85,287	$	85,352	$	107,187	$	108,224
Due after one through five years		724,384		731,504		641,649		661,544
Due after five through ten years		499,428		510,299		494,186		520,225
Due after ten years		84,243		83,261		254,703		264,008
		1,393,342		1,410,416
						1,497,725		1,554,001
Structured securities:
Government agency securities						28,358		28,884
ABS		86,573		87,554		49,723		48,731
CLO		173,538		172,141		175,687		168,521
CMBS		65,174		66,561		99,218		103,477
RMBS - non-agency		66,350		77,148		115,588		118,860
RMBS - agency		70,183		70,169		136,690		140,306
Total	$	1,855,160	$	1,883,989
Total fixed maturity securities					$	2,102,989	$	2,162,780

The Company did not have any non-income producing fixed ~~income~~maturity investments as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~(d)~~(e) The Company ~~elected~~records its limited partnership and limited liability companies using net asset value, which the Company has determined to ~~account~~be the best indicator of fair value for ~~its investments in~~these investments. At June 30, 2020 and December 31, 2019, the fair value of limited partnerships and limited liability companies ~~of $62.4~~were $79.7 million and ~~$53.4~~$66.7 million, ~~at June 30, 2019 and December 31, 2018, respectively, at fair value.~~respectively. Changes in fair value of such investments are recorded in the consolidated statements of operations within net investment income. The largest investment within the portfolio is the ~~PIMCO~~Pacific Investment Management Company LLC Tactical Opportunities fund, which is carried at ~~$32.0~~$43.0 million at June 30, ~~2019.~~2020.

The carrying values used for ~~investment~~investments in limited partnerships and limited liability companies generally are established on the basis of the current valuations provided ~~monthly or quarterly~~ by the managers of such investments. These valuations are determined based upon the valuation criteria established by the governing documents of such investments or utilized in the normal course of such manager’s business, which are reflective of fair value. Such valuations may differ significantly from the values that would have been used had available markets for these investments existed and the differences could be material.

The Company’s strategies for its investments in limited partnerships and limited liability companies include investment funds that employ diverse and fundamentally driven approaches to investing which include effective risk management, hedging strategies and leverage. The portfolio of investments in limited partnerships and limited liability companies consists of common stocks, real estate assets, options, swaps, derivative instruments and other structured products.

The limited partnerships and limited liability companies in which the Company invests sometimes impose limitations on the timing of withdrawals from the funds. The Company’s inability to withdraw its investment quickly from a particular limited partnership or a limited liability company that is performing poorly could result in losses and may

~~Table of Contents~~

~~ProSight Global, Inc.~~

~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

affect liquidity. All of the Company’s limited partnerships and limited liability companies have timing limitations. Most limited partnerships and limited liability companies require a 90-day notice period in order to withdraw funds. Some limited partnerships and limited liability companies may require a withdrawal only at the end of their fiscal year. The Company may also be subject to withdrawal fees in the event the limited partnerships and limited liability companies isare sold within a minimum holding period, which may be up to one year. Many limited partnerships and limited liability companies have invoked gated provisions that allow the fund to disperse redemption proceeds to investors over an

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

extended period. The Company is subject to such restrictions, which may delay the receipt of proceeds from limited partnerships and limited liability companies.

~~(e)~~(f) The Company invests in commercial ~~levered~~ loans, which are private placements. Loans are reported at the principal amount outstanding, reduced by unearned discounts, net deferred loan fees, and an allowance for ~~loan losses.~~credit losses on loans. Interest on loans is calculated using the simple interest method on the daily principal amount outstanding. The allowance for loan losses related to impaired loans is determined based on the difference of the carrying value of loans and the present value of expected cash flows discounted at the loan’s effective interest rate or, as a practical expedient, the loan’s observable market price. There was no allowance for ~~loan~~credit losses on loans at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~(f)~~(g) Proceeds from sales and redemptions in AFS securities totaled ~~$53.7~~$154.0 million and ~~$57.1~~$53.7 million for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. Proceeds from sales and redemptions in AFS securities totaled ~~$97.1~~$306.8 million and ~~$120.1~~$97.1 million for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. Gross realized gains from sales and redemptions in AFS securities totaled ~~$0.4~~$3.7 million and ~~$0.7~~$0.4 million for the three months ended June 30, 2020 and 2019, respectively. Gross realized gains from sales and ~~2018, respectively,~~redemptions in AFS securities totaled $4.7 million and $0.6 ~~million and $0.8~~ million for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. Gross realized losses from sales and redemptions of AFS investments totaled ~~$0.3~~$0.2 million and ~~an insignificant amount~~$0.3 million for the three months ended June 30, 2020 and 2019, respectively. Gross realized losses from sales and ~~2018, respectively,~~redemptions of AFS investments totaled $0.6 million and $0.4 million for the six months ended June 30, 2020 and 2019, ~~and 2018.~~respectively.

~~(g)~~(h) Net investment income included in net income from continuing operations in the consolidated statements of operations from each major category of investments for the three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, is as follows:



									Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	Three Months Ended June 30				Six Months Ended June 30				2020		2019		2020		2019
		2019		2018		2019		2018
Fixed income securities	$	16,531	$	14,016	$	32,650	$	26,408
Fixed maturity securities									$	15,849	$	16,531	$	32,131	$	32,650
Commercial levered loans		159		301		378		665		139		159		234		378
Net limited partnerships gains		1,143		1,563		2,394		2,825
Net limited partnerships and limited liability companies gains										8,131		1,143		1,254		2,394
Other		92		6		181		23		322		92		312		181
Gross investment income		17,925		15,886		35,603		29,921		24,441		17,925		33,931		35,603
Less: investment income attributable to funds withheld liabilities										118		141		254		283
Less: expenses		527		338		1,047		664		532		386		1,071		764
Net investment income	$	17,398	$	15,548	$	34,556	$	29,257	$	23,791	$	17,398	$	32,606	$	34,556

~~(h)~~(i) Included in investments at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, are securities required to be held by the Company (or those that are on deposit) with various regulatory authorities as required by law with a fair value of ~~$211.2~~$230.4 million and ~~$188.6~~$210.8 million, respectively. Fair value and carrying value of assets in the amount of ~~$358.4~~$399.7 million and ~~$347.4~~$381.5 million, respectively, were on deposit in collateral agreements at June 30, ~~2019.~~2020. Fair value and carrying value of assets in the amount of ~~$358.5~~$367.1 million and ~~$368.0~~$352.0 million, respectively, were on deposit in collateral agreements at December 31, ~~2018.~~2019.

~~(i)~~(j) The investment portfolio has exposure to market risks, which include the effect of adverse changes in interest rates, credit quality, limited partnership value and illiquid securities, including commercial ~~loans and RMBS~~loan values, on the portfolio. Interest rate risk includes the changes in the fair value of fixed maturities based upon changes in interest rates. Credit quality risk includes the risk of default by issuers of debt securities. Risks from investments in limited partnerships and limited liability companies and illiquid securities risks include the potential loss from the diminution in the value of

~~Table of Contents~~

~~ProSight Global, Inc.~~

~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

the underlying investment of the limited partnerships and limited liability companies and the potential loss from changes in the fair value of commercial ~~loans~~loans.

(k) Non-redeemable preferred stock securities with readily determinable fair values are recorded at fair value. Changes in fair value of such investments are recorded in the consolidated statements of operations within net investment income.

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ProSight Global, Inc. and ~~RMBS.~~Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The change in fair value recognized in income on non-redeemable preferred stock securities for the three and six months ended June 30, 2020 was a gain of $0.4 million and $0.1 million, respectively.

6. Fair Value Measurements

The Company has established a framework for valuing financial assets and financial liabilities. The framework is based on a hierarchy of inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions. The standard describes three levels of inputs that may be used to measure fair value and categorize the assets and liabilities within the hierarchy:

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities. These prices generally provide the most reliable evidence and are used to measure fair value whenever available. Active markets are defined as having the following for the measured asset/liability: (i) many transactions, (ii) current prices, (iii) price quotes not varying substantially among market makers, (iv) narrow bid/ask spreads and (v) most information publicly available.

As of June 30, ~~2019~~2020, and December 31, ~~2018,~~2019, the Company does not hold any Level 1 securities.

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, nonbinding quotes in markets that are not active for identical or similar assets and other market observable inputs (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.).

The Company’s Level 2 assets include U.S. Treasury securities, government agency securities, municipal debt obligations, RMBS, CMBS, CLO, ABS, ~~and~~ corporate debt securities and non-redeemable preferred stock securities.

The Company generally obtains valuations from third-party pricing services and/or security dealers for identical or comparable assets or liabilities by obtaining nonbinding broker quotes (when pricing service information is not available) in order to determine an estimate of fair value. The Company bases all of its estimates of fair value for assets on the bid price as it represents what a third-party market participant would be willing to pay in an arm’s-length transaction.

Level 3 – Fair value is based on at least one or more significant unobservable inputs that are supported by little or no market activity for the asset. These inputs reflect the Company’s understanding about the assumptions market participants would use in pricing the asset or liability.

The Company’s Level 3 assets include its investments in certain corporate debt securities and commercial levered loans as they are illiquid and trade in inactive markets. These markets are considered inactive as a result of the low level of trades of such investments. Commercial levered loans are also not considered within the Level 3 tabular disclosure, because they are in the “held for investment” category and are also not measured at fair value on a recurring basis.

The corporate debt securities classified under Level 3 in the fair value hierarchy are provided to the Company by an independent valuation service provider which use both observable and unobservable inputs in the calculation of fair value. Unobservable inputs, significant to the measurement and valuation of the corporate debt securities are assumptions about prepayment speed, default rates and reinvestment parameters. Significant changes to any of these inputs, or combination of inputs, could significantly change the fair value measurement for these securities when using the income approach.

1415

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The primary pricing sources for the Company’s investments in commercial levered loans are reviewed for reasonableness, based on the Company’s understanding of the respective market. Prices may then be determined using valuation methodologies such as discounted cash flow models, as well as matrix pricing analyses performed on nonbinding quotes from brokers or other market makers.

The following are the major categories of assets measured at fair value on a recurring basis at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):


	June 30, 2019
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for		Observable		Unobservable
	Identical Assets		Inputs		Inputs

									June 30, 2020
($ in thousands)	(Level 1)		(Level 2)		(Level 3)		Total		Level 1		Level 2		Level 3		Total
Fixed income securities:
Fixed maturity securities:
U.S. Treasury securities	$	—	$	85,087	$	—	$	85,087	$	—	$	38,469	$	—	$	38,469
Government agency securities		—		473		—		473		—		28,884		—		28,884
Corporate debt securities		—		1,188,347		128,018		1,316,365		—		1,190,160		162,077		1,352,237
Municipal debt obligations		—		8,491		—		8,491		—		163,295		—		163,295
ABS		—		87,554		—		87,554		—		48,731		—		48,731
CLO		—		172,141		—		172,141		—		168,521		—		168,521
CMBS		—		66,561		—		66,561		—		103,477		—		103,477
RMBS - non agency		—		77,148		—		77,148		—		118,860		—		118,860
RMBS - agency		—		70,169		—		70,169		—		140,306		—		140,306
Total fixed income securities	$	—	$	1,755,971	$	128,018		1,883,989

Total fixed maturity securities										—		2,000,703		162,077		2,162,780
Non-redeemable preferred stock securities										—		11,785		—		11,785
Total categorized									$	—	$	2,012,488	$	162,077	$	2,174,565

Investments measured at net asset value:
Limited partnerships and limited liability companies								62,351								79,717
Total assets at fair value							$	1,946,340
Total of invested assets carried at fair value															$	2,254,282


	December 31, 2018
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for		Observable		Unobservable
	Identical Assets		Inputs		Inputs

									December 31, 2019
($ in thousands)	(Level 1)		(Level 2)		(Level 3)		Total		Level 1		Level 2		Level 3		Total
Fixed income securities:
Fixed maturity securities:
U.S. Treasury securities	$	—	$	90,328	$	—	$	90,328	$	—	$	49,985	$	—	$	49,985
Government agency securities										—		6,531		—		6,531
Corporate debt securities		—		1,065,933		126,497		1,192,430		—		1,189,181		149,631		1,338,812
Municipal debt obligations		—		6,085		—		6,085		—		79,815		—		79,815
ABS		—		83,581		—		83,581		—		73,582		—		73,582
CLO		—		156,913		—		156,913		—		179,549		—		179,549
CMBS		—		53,843		—		53,843		—		97,526		—		97,526
RMBS - non agency		—		79,551		—		79,551		—		71,610		—		71,610
RMBS - agency		—		30,651		—		30,651		—		143,272		—		143,272
Total fixed income securities	$	—	$	1,566,885	$	126,497		1,693,382

Total categorized									$	—	$	1,891,051	$	149,631	$	2,040,682

Investments measured at net asset value:
Limited partnerships and limited liability companies								53,432								66,660
Total assets at fair value							$	1,746,814
Total of invested assets carried at fair value															$	2,107,342

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

~~There were no transfers between Levels 1 and 2 for the six months ended June 30, 2019 and the year ended December 31, 2018.~~

~~In 2018, securities in the amount of $126.5 million were transferred from Level 2 into Level 3 as it was determined that these securities trade in inactive markets.~~

~~Management believes that the use of the fair value option as specified in Accounting Standards Codification No. 825, Financial Instruments~~ ~~(ASC 825)~~to record limited partnerships and limited liability companies is consistent with its objective for such investments. As such, the entire limited partnership portfolio of $62.4 million and $53.4 million as of June 30, 2019 and December 31, 2018, respectively and was recorded using net asset value, which the Company has determined to be the best indicator of fair value for these investments.

The following tables disclose the carrying value and fair value of financial instruments that are not recognized or are not carried at fair value in the consolidated balance sheets as of June 30, ~~2019~~2020 and December 31, ~~2018:~~2019:


	June 30, 2019
	Carrying		Fair Value

											June 30, 2020
											Carrying		Fair Value
($ in thousands)	Value		Total		Level 1		Level 2		Level 3		Value		Total		Level 1		Level 2		Level 3
Assets
Commercial levered loans	$	16,549	$	16,168	$	—	$	—	$	16,168	$	13,463	$	12,628	$	—	$	—	$	12,628


Liabilities
Notes payable		182,993		185,979		—		185,979		—	$	165,000	$	166,961	$	—	$	166,961	$	—
Unamortized debt issuance costs		(476)										(138)
Total notes payable	$	182,517
Notes payable, net of debt issuance costs											$	164,862

Secured loan payable											$	24,997	$	24,997	$	—	$	24,997	$	—
Unamortized debt issuance costs												—
Secured loan payable, net of issuance costs											$	24,997

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The following tables provides a summary of the changes in the fair value of securities measured using Level 3 inputs during the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


	Level 3
	Corporate

			Level 3
			Corporate Debt
($ in thousands)	Securities		Securities
Fair value, December 31, 2018	$	126,497
Total net gains (losses) for the period included in:
Other comprehensive income		921
Fair value, December 31, 2019			$	149,631
Total net losses for the period included in:
Other comprehensive loss				(8,563)
Net realized loss		(71)		(2)
Purchases		3,516		22,634
Sales		—		—
Issuances		—		—
Settlements		(2,845)		(1,623)
Transfers into Level 3		—		—
Transfers out of Level 3		—		—
Fair value, June 30, 2019	$	128,018
Fair value, June 30, 2020			$	162,077

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)




($ in thousands)	Gross		Tax		Net		Gross		Tax		Net
December 31, 2018	$	(29,760)	$	(7,445)	$	(22,315)
Unrealized holding gains on fixed income securities		64,633		13,447		51,186
December 31, 2019							$	46,123	$	8,670	$	37,453
Unrealized holding gains on fixed maturity securities								22,241		4,749		17,492
Amounts reclassified into net income		(25)		(52)		27		4,620		862		3,758
Amounts reclassified as credit losses								(1,986)		(417)		(1,569)
Other comprehensive income		64,658		13,499		51,159		19,607		4,304		15,303
June 30, 2019	$	34,898	$	6,054	$	28,844
June 30, 2020							$	65,730	$	12,974	$	52,756

($ in thousands)

Gross

Tax

Net
December 31, 2017

$
22,265

$
2,968

$
19,297
Unrealized holding losses on fixed income securities

(40,031)

(8,425)

(31,606)
Amounts reclassified into net income

974

(109)

1,083
Other comprehensive loss

(41,005)

(8,316)

(32,689)
June 30, 2018

$
(18,740)

$
(5,348)

$
(13,392)


($ in thousands)	Gross		Tax		Net
December 31, 2018	$	(29,760)	$	(7,445)	$	(22,315)
Unrealized holding gains on fixed maturity securities		64,633		13,447		51,186
Amounts reclassified into net income		(25)		(52)		27
Other comprehensive income		64,658		13,499		51,159
June 30, 2019	$	34,898	$	6,054	$	28,844

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

On January 23, 2020, the Company and the former CEO entered into an amendment to the Separation Agreement, which, among other things, provides that effective as of February 1, 2020, the former CEO resigned from his position as Executive Chairman of the Company.

9. Insurance Operations

Total reinsurance ceded and assumed relating to written premiums, ~~written,~~ earned premiums and ~~net~~ losses and loss adjustment expenses incurred, are as follows:


	Three Months Ended June 30				Six Months Ended June 30

									Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2019		2018		2019		2018		2020		2019		2020		2019
Written premiums
Direct written premiums	$	234,306	$	221,116	$	489,291	$	468,205	$	185,722	$	234,306	$	398,673	$	489,291
Assumed from other companies		726		1,439		1,579		3,770		672		726		1,505		1,579
Ceded to other companies		24,464		9,520		70,400		(2,412)		29,771		24,464		53,372		70,400
Net written premiums	$	210,568	$	213,035	$	420,470	$	474,387	$	156,623	$	210,568	$	346,806	$	420,470


Earned premiums
Direct earned premiums	$	231,088	$	212,835	$	454,090	$	411,736	$	206,028	$	231,088	$	434,608	$	454,090
Assumed from other companies		932		2,294		1,874		7,164		697		932		1,439		1,874
Ceded to other companies		29,540		32,006		57,876		68,321		25,096		29,540		48,756		57,876
Net earned premiums	$	202,480	$	183,123	$	398,088	$	350,579	$	181,629	$	202,480	$	387,291	$	398,088
Percent of amount assumed to net		0.5%		1.3%		0.5%		2.0%		0.4%		0.5%		0.4%		0.5%


Losses and loss adjustment expenses incurred
Direct net losses and loss adjustment expenses incurred	$	166,696	$	135,069	$	302,044	$	255,453	$	120,680	$	138,560	$	265,057	$	273,908
Assumed from other companies		(26,023)		(5,669)		(23,204)		(6,678)		1,984		2,113		627		4,932
Ceded to other companies		13,558		19,467		33,392		36,988		10,191		13,558		25,654		33,392
Net losses and loss adjustment expenses incurred	$	127,115	$	109,933	$	245,448	$	211,787	$	112,473	$	127,115	$	240,030	$	245,448


($ in thousands)
Six Months Ended June 30, 2020	December 31, 2019		Current Provision		Write-offs		Recoveries		June 30, 2020
Premium receivable	$	5,056	$	2,854		(204)		—		7,706
Reinsurance receivable on paid and unpaid losses		505		201				—		706
Total receivable allowance	$	5,561	$	3,055		(204)		—		8,412

Three Months Ended June 30
($ in thousands)

2019

2018
Ceded written premium (return of ceded prepaid)

$
—

$
(18,831)
Ceded earned premium

—

1,368
(Increase) reduction to net loss and loss adjustment expenses incurred

(2,255)

642
Reduction to policy acquisition expenses

2,255

624
Reduction to pre-tax income

$
-

$
102

Six Months Ended June 30
($ in thousands)

2019

2018
Ceded written premium (return of ceded prepaid)

$
(3)

$
(68,800)
Ceded earned premium

(3)

14,544
(Increase) reduction to net loss and loss adjustment expenses incurred

(2,207)

8,548
Reduction to policy acquisition expenses

2,205

4,906
(Increase) reduction to pre-tax income

$
(1)

$
1,090

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

insured level, collection agencies are typically engaged. The amount with collection agencies as of June 30, 2020 was $5.7 million.

The reinsurance receivable allowance for credit loss is based on sources of credit ratings of reinsurers and applies probabilities of default and loss given default to the total uncollateralized exposure including incurred but not reported (“IBNR”) by rating class. The amount of uncollateralized exposure on unrated or counterparties rated below investment grade at June 30, 2020 is $4.0 million. At June 30, 2020, 96.3% of uncollateralized exposures are rated above investment grade.

Distribution Partners

The three distribution partners contributing the largest amounts of direct written premium (excluding the distribution partner below) totaled $80.8 million and $80.4 million for the three months ended June 30, 2020 and 2019, respectively. The three distribution partners contributing the largest amounts of direct written premium (excluding the distribution partner below) totaled $146.9 million and $133.3 million for the six months ended June 30, 2020 and 2019, respectively.

The Company negotiates with distribution partners to write direct premium on behalf of the Company’s affiliates. In January 2019, a distribution partner of the Company was acquired by a third-party insurance carrier. ~~In 2018, the Company has sourced 13.5% of direct premium from this distribution partner.~~ The Company does not anticipate any future premiums from this distribution partner other than audit premiums after the first quarter of 2019. The three distribution partners contributing the largest amounts of direct written premium (excluding the distribution partner above) totaled $80.4 million and $72.5 million for the three months ended June 30, 2019 and 2018, respectively. The three distribution partners contributing the largest amounts of direct written premium (excluding the distribution partner above) totaled $133.3 million and $131.9 million for the six months ended June 30, 2019 and 2018, respectively.

Unpaid Losses

Unpaid losses are based on individual case estimates for losses reported and include a provision for ~~incurred but not reported (IBNR)~~IBNR losses and loss adjustment expenses. The following table provides a roll forward of the Company’s reserve for unpaid losses and loss adjustment expenses:


	June 30

					June 30
($ in thousands)	2019		2018		2020		2019
Gross unpaid losses and loss expenses, at beginning of year	$	1,396,812	$	1,258,237
Ceded unpaid losses and loss expenses, at beginning of year		185,295		201,156
Net reserve for losses and loss expenses, at beginning of year		1,211,517		1,057,081
Gross reserve for unpaid losses and loss expenses, at beginning of year					$	1,521,648	$	1,396,812
Ceded reserve for unpaid losses and loss expenses, at beginning of year						193,952		185,295
Net reserve for unpaid losses and loss expenses, at beginning of year						1,327,696		1,211,517
Add:
Incurred losses and loss expenses occurring in the:
Current year		238,634		214,392		227,842		238,634
Prior years		(3,128)		(2,605)		508		(3,128)
Prior years attributable to adjusted premium		9,942		-		11,680		9,942
Total incurred losses and loss expenses		245,448		211,787
Total net losses and loss adjustment expenses incurred						240,030		245,448
Less:
Paid losses and loss expenses for claims occurring in the:
Current year		18,725		17,179		12,168		18,725
Prior years		164,601		127,696		152,862		164,601
Total paid losses and loss expenses for claims		183,326		144,875		165,030		183,326
Net reserves for losses and loss expenses, at end of period		1,273,639		1,123,993
Ceded unpaid losses and loss expenses, at end of period		210,021		202,928
Gross unpaid losses and loss expenses, at end of period	$	1,483,660	$	1,326,921
Net reserve for unpaid losses and loss expenses, at end of period						1,402,696		1,273,639
Ceded reserve for unpaid losses and loss expenses, at end of period						141,427		210,021
Gross reserve for unpaid losses and loss expenses, at end of period					$	1,544,123	$	1,483,660

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

adjustment expenses related to premium adjustments earned during the six months ended June 30, 2020 attributable to prior accident years 2019 and 2018.

The unfavorable development in General Liability and Commercial Multiple Peril related to 2013 through 2017 accident years due largely to increased severities in the runoff components within the Other customer segment. The favorable development in Workers’ Compensation derived from lower than expected claims severity across all customer segments primarily in accident years 2013 and 2015 through 2017. The favorable development in Commercial Auto was derived by physical damage and liability property damage in accident year 2019. The favorable development in All Other lines was in Ocean Marine, Inland Marine, Fire and Surety lines of business.

During the six months ended June 30, 2019, the Company’s estimated losses and loss expenses for accident years 2018 and prior developed favorably by $3.1 million driven by $14.5 million favorable development in Workers’ Compensation lines and $6.7 million favorable development in Auto Liability lines. The favorable experience was partially offset by $13.2 million in unfavorable development in General Liability lines and $4.6 million unfavorable development in Marine Liability lines within the All Other Lines category. The Company incurred $9.9 million of losses and loss adjustment expenses on earned premium attributable to prior accident years during the six months ended June 30, 2019. During the six months ended June 30, 2018, the Company’s estimated losses and loss expenses for accident years 2017 and prior developed favorably by $2.6 million driven by $7.2 million of favorable development in Workers’ Compensation, $7.8 million of favorable development in Commercial Auto lines and $2.1 million of favorable development in Marine Liability lines within the All Other Lines category, partially offset by $8.3 million of unfavorable development in General Liability lines and $6.1 million of unfavorable development in Commercial Multiple Peril lines.

~~Table of Contents~~

~~ProSight Global, Inc.~~

~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

10. Income Taxes

The Company ~~and its respective U.S. subsidiaries are~~is subject to the tax laws and regulations of the United States and various state jurisdictions. The Company files a consolidated federal tax ~~return that includes all domestic subsidiaries.~~

return.

The Company has one non-U.S. subsidiary, ~~PSBL,~~ProSight Specialty Bermuda Limited (“PSBL”), which has received an undertaking from the Minister of Finance in Bermuda that would exempt itsuch company from Bermudian taxation until March 2035.

In 2019, PSBL became a direct subsidiary of the Company and is subject to U.S. tax on its income.

The Company uses the estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company’s best estimate of the effective tax rate expected for the full year. The estimated annual effective tax rate typically differs from the U.S. statutory tax rate primarily as a result of ~~applying the Bermuda statutory tax rate of 0% to Bermuda income before taxes, tax-exempt investment income~~non-deductible expenses and ~~any~~ discrete items recognized during the period. The Company’s effective tax rates were ~~21.8%~~21.6% and ~~20.3%~~21.8% for the three months ended June 30, 2020 and 2019, respectively. The decrease in the effective tax rate for the three months ended June 30, 2020 compared to the same period in 2019 was primarily due to the decrease in non-deductible expenses. The Company’s effective tax rates were 21.9% and 21.8% for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The increase in the effective tax rate infor the ~~three and~~ six months ended June 30, ~~2019~~2020 compared to the same period in ~~2018~~2019 was primarily due to ~~prior year adjustments recorded in~~the tax effect of ~~2018 related to state income taxes.~~

~~11. Debt~~share-based compensation.

On March ~~15, 2019,~~27, 2020, the ~~Company entered~~President of the United States signed into ~~an amended~~law the Coronavirus Aid, Relief, and ~~restated revolving loan agreement (as amended, the revolving facility),~~Economic Security Act (the “CARES Act”). The CARES Act, among other things, ~~(a) extended~~includes certain income tax provisions for individuals and corporations; however, these benefits do not impact the ~~maturity date~~Company’s current tax provision.

11. Segment Information

The Company has one reportable segment, Specialty Insurance segment, which primarily offers property and casualty insurance products through its customers segments that include Construction, Consumer Services, Marine and Energy, Media and Entertainment, Professional Services, Real Estate, Sports, and Transportation. The primary criteria to determine the ~~earlier of (i) March 15, 2022, or (ii) 91 days before~~Company’s reportable segment is based on the ~~maturity of~~fact that the Company’s senior ~~notes due November 2020 or, if such senior notes are amended or replaced, 91 days before the maturity of such amendment or replacement~~management reviews, assesses and ~~(b) increased the aggregate principal amount of $25.0 million to $50.0 million.~~

~~12. Segment Information~~allocates resources both on a financial and personnel basis on an entity-wide level.

The following table provides a summary of the Company’s gross written ~~premium~~premiums by customer segments within our Specialty Insurance ~~reportable~~ segment. ~~Gross~~“Other” includes gross written premiums ~~included in “Other” consist of~~from; (i) primary and excess workers’ compensation coverage for exited Self-Insured Groups, (ii) niches exited prior to 2018, many with a concentration in

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

commercial auto, (iii) certain fronting arrangements in which all premium written is ceded to a third party (iv) participation in industry pools, and (v) emerging new ~~business customer segments.~~business.


	Three Months Ended June 30						Six Months Ended June 30

													Three Months Ended June 30								Six Months Ended June 30
($ in thousands)	2019			2018			2019			2018			2020				2019				2020				2019
Customer Segment
Construction	$	32,495	13.8%	$	26,575	11.9%	$	55,743	11.4%	$	49,528	10.5%	$	27,704	14.9	%	$	32,495	13.8	%	$	52,218	13.0	%	$	55,743	11.4	%
Consumer Services		37,893	16.1%		28,387	12.8%		65,378	13.3%		50,294	10.6%		40,730	21.8			37,893	16.1			71,298	17.8			65,378	13.3
Marine and Energy		20,845	8.9%		18,884	8.5%		36,779	7.5%		34,146	7.2%		26,821	14.4			25,633	10.9			59,611	14.9			45,445	9.3
Media and Entertainment		39,300	16.7%		37,977	17.1%		76,842	15.7%		78,231	16.6%		17,454	9.4			32,402	13.8			47,921	12.0			62,094	12.6
Professional Services		29,104	12.4%		27,939	12.5%		58,666	11.9%		57,504	12.2%		31,891	17.1			29,104	12.4			61,589	15.4			58,666	12.0
Real Estate		46,614	19.9%		44,072	19.8%		75,349	15.3%		72,030	15.3%		47,273	25.3			46,614	19.8			80,488	20.1			75,349	15.3
Sports														4,688	2.5			6,898	3.0			14,253	3.6			14,748	3.0
Transportation		23,499	10.0%		23,448	10.5%		57,514	11.7%		50,362	10.7%		(12,340)	(6.6)			18,985	8.1			9,127	2.3			49,742	10.1
Customer Segment subtotal		229,750	97.8%		207,282	93.1%		426,271	86.8%		392,095	83.1%
Customer segment subtotal														184,221	98.8			230,024	97.9			396,505	99.1			427,165	87.0
Other		5,282	2.2%		15,273	6.9%		64,599	13.2%		79,880	16.9%		2,173	1.2			5,008	2.1			3,673	0.9			63,705	13.0
Specialty Insurance total	$	235,032		$	222,555		$	490,870		$	471,975		$	186,394	100.0	%	$	235,032	100.0	%	$	400,178	100.0	%	$	490,870	100.0	%

~~Table of Contents~~

~~ProSight Global, Inc.~~

~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

The following table provides a summary of the Company’s gross written ~~premium~~premiums by line of business within our Specialty Insurance segment:


	Three Months Ended June 30						Six Months Ended June 30

													Three Months Ended June 30								Six Months Ended June 30
($ in thousands)	2019			2018			2019			2018			2020				2019				2020				2019
Line of Business
Commercial Auto	$	54,296	23.1%	$	34,451	15.5%	$	96,080	19.6%	$	72,702	15.4%	$	20,649	11.1	%	$	54,296	23.1	%	$	60,980	15.2	%	$	96,080	19.6	%
General Liability		83,156	35.4%		81,585	36.7%		154,451	31.5%		145,630	30.9%		81,876	43.9			83,156	35.4			160,409	40.1			154,451	31.5
Workers’ Compensation		34,921	14.9%		45,278	20.3%		124,983	25.4%		144,048	30.5%		20,420	10.9			34,921	14.9			49,241	12.3			124,983	25.4
Commercial Multiple Peril		17,040	7.2%		18,812	8.4%		36,674	7.5%		34,072	7.2%		10,928	5.9			17,040	7.2			27,293	6.8			36,674	7.5
All Other Lines		45,619	19.4%		42,429	19.1%		78,682	16.0%		75,523	16.0%		52,521	28.2			45,619	19.4			102,255	25.6			78,682	16.0
Specialty Insurance total	$	235,032		$	222,555		$	490,870		$	471,975		$	186,394	100.0	%	$	235,032	100.0	%	$	400,178	100.0	%	$	490,870	100.0	%

Continuing Operations

Discontinued Operations
($ in thousands, except per share amounts)

Income

Shares

Per Share

Loss

Shares

Per Share
Three Months Ended June 30, 2018

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount
Basic EPS:

Net income (loss) available to common stockholders

$
14,652

38,743

$
0.38

$
(198)

38,743

$
(0.01)
Effect of dilutive securities:

Stock compensation plans

698

0.01

698

—
Diluted EPS

$
14,652

39,441

$
0.37

$
(198)

39,441

$
(0.01)

Continuing Operations

Discontinued Operations
($ in thousands, except per share amounts)

Income

Shares

Per Share

Loss

Shares

Per Share
Six Months Ended June 30, 2019

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount
Basic EPS:

Net income (loss) available to common stockholders

$
22,391

38,851

$
0.58

$
(333)

38,851

$
(0.01)
Effect of dilutive securities:

Stock compensation plans

604

0.01

604

—
Diluted EPS

$
22,391

39,455

$
0.57

$
(333)

39,455

$
(0.01)

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)


	Continuing Operations						Discontinued Operations
(in thousands, except per share amounts)	Income		Shares	Per Share		Loss		Shares	Per Share
Three Months Ended June 30, 2019	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income (loss) available to common stockholders	$	8,696	38,851	$	0.22	$	(78)	38,851	$	—
Effect of dilutive securities:
Stock compensation plans			604		—			604		—
Diluted EPS	$	8,696	39,455	$	0.22	$	(78)	39,455	$	—


	Continuing Operations						Discontinued Operations
(in thousands, except per share amounts)	Income		Shares	Per Share		Income		Shares	Per Share
Six Months Ended June 30, 2020	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income available to common stockholders	$	24,094	43,866	$	0.55	$	536	43,866	$	0.01
Effect of dilutive securities:
Stock compensation plans			190		—			190		—
Diluted EPS	$	24,094	44,056	$	0.55	$	536	44,056	$	0.01


	Continuing Operations						Discontinued Operations
(in thousands, except per share amounts)	Income		Shares	Per Share		Loss		Shares	Per Share
Six Months Ended June 30, 2019	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income (loss) available to common stockholders	$	22,391	38,851	$	0.58	$	(333)	38,851	$	(0.01)
Effect of dilutive securities:
Stock compensation plans			604					604		—
Diluted EPS	$	22,391	39,455	$	0.57	$	(333)	39,455	$	(0.01)

13. Share-Based Compensation

On July 24, 2019, the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) became effective immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted shares, RSUs, dividend equivalent rights, performance-based shares or other equity-based or equity-related awards.

The 2019 Plan is administered by the compensation committee of the Company’s Board of Directors. Subject to the provisions of the 2019 Plan, the compensation committee determines in its discretion, the persons to whom and the times at which awards are granted, the size of awards (subject to certain limitations set forth in the compensation committee charter) and the terms and conditions of awards.

A total of 4,500,000 shares of common stock are initially authorized and reserved for issuance under the 2019 Plan, including shares underlying RSUs granted under the Company’s Amended and Restated 2010 Equity Incentive Plan.

Continuing Operations

Discontinued Operations
($ in thousands, except per share amounts)

Income

Shares

Per Share

Income

Shares

Per Share
Six Months Ended June 30, 2018

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount
Basic EPS:

Net income available to common stockholders

$
24,662

38,743

$
0.64

$
587

38,743

$
0.02
Effect of dilutive securities:

Stock compensation plans

698

0.01

698

0.01
Diluted EPS

$
24,662

39,441

$
0.63

$
587

39,441

$
0.01

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The following table summarizes the stock-based compensation transactions for the 2019 Plan for the six months ended June 30, 2020:


	Number of	Weighted Average Grant Date
	Shares	Fair Value Per Share

Unvested at December 31, 2019	1,289,396	$	14.00
Granted	587,612	$	12.42
Vested	(106,460)	$	8.91
Forfeited	(5,358)	$	14.00
Unvested at June 30, 2020	1,765,190	$	13.77

As of June 30, 2020, The Company had approximately $16.9 million of total unrecognized stock-based compensation expense expected to be recognized over a weighted-average period of 2.1 years.

14. Debt

Recent Financing Transactions

Termination of the Prior Credit Agreement

The Company, as borrower, was a party to a revolving loan agreement (the “Prior Credit Agreement”) dated January 29, 2018 and amended on March 15, 2019, for $50.0 million which was scheduled to mature on the earlier of (i) March 15, 2022, or (ii) 91 days before maturity of the Company’s 7.5% Senior Unsecured Notes due November 2020 and the Company’s 6.5% Senior Unsecured Notes due November 2020 (collectively, the “Notes”) or, if the Notes are amended or replaced, 91 days before the maturity of such amendment or replacement. The Company exercised its termination rights under the Prior Credit Agreement on June 12, 2020. There were no borrowings under the Prior Credit Agreement on the date of termination.

Credit Agreement

On June 12, 2020 (the “Effective Date”), the Company entered into a credit agreement (the “Credit Agreement”) with third-party lenders and an administrative agent. The Credit Agreement, which matures on June 11, 2023 (the “Maturity Date”), provides for (i) a delayed draw term loan facility in the aggregate principal amount of up to $165.0 million (the “Term Loan Facility”), and (ii) an uncommitted revolving credit facility of up to $35.0 million (the “Revolving Credit Facility”), for which commitments had not been obtained as of the closing date.

Interest on borrowings under the Term Loan Facility and the Revolving Credit Facility are calculated at each drawdown date based on variable rates described in the Credit Agreement.

Issuance costs of $4.5 million related to the Credit Agreement were incurred and are amortized over the life of the loan.

There were no borrowings under the Credit Agreement as of June 30, 2020.

Incremental Facility Agreement

On June 30, 2020, the Company entered into an Incremental Facility Agreement and Amendment (the “Agreement”), in the aggregate amount of $65.0 million, subject to the terms of the Credit Agreement. The Agreement had lenders commit to the previously uncommitted Revolving Credit Facility, and increased the available amount from the $35.0 million noted above to an aggregate of $65.0 million.

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

There were no borrowings under the Agreement as of June 30, 2020. On July 14, 2020, the Company drew down $5.0 million on the Revolving Credit Facility and on August 3, 2020, the Company drew down $30.0 million on the Revolving Credit Facility, primarily to make capital contributions to its insurance subsidiaries.

Secured Loan Payable

In June 2020, the Company entered into a $24.9 million lease transaction that for accounting purposes is treated as a loan secured by a portion of the Company’s fixed assets and capitalized software, payable at 4.83% interest with a maturity date of July 1, 2025 and providing for monthly interest and principal payments.

15. Commitments and Contingencies

Leases

The Company determines if an arrangement is a lease on the commencement date of the contract. The right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The right-of-use assets and lease liabilities are measured by the present value of the future minimum lease payments over the lease term. The Company uses the rate implicit in the lease whenever that rate is readily determinable. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate. The right-of-use asset is then adjusted to exclude lease incentives. Certain leases may contain rental escalation, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. Variable lease payment amounts that cannot be determined at the commencement of the lease are not included in the right-to-use assets or lease liabilities. Leases covering a period of fewer than 12 months are not recorded on the Company’s consolidated balance sheets. Rent expense is calculated using the straight-line method.

The Company leases certain facilities and equipment under non-cancelable lease agreements that expire at various dates through 2025, which are generally renewed or replaced by similar leases. The lease agreements do not contain any material restrictive covenants, do not contain any conditions of residual value guarantees and are substantially all considered to be operating leases. The Company’s leases relate to office facilities in New Jersey, New York, California, Florida, Georgia and the U.K. The weighted average lease term was 2.8 years and the weighted average discount rate was 2.0%.

Rent expense for the three and six months ended June 30, 2020 was $0.8 million and $1.6 million. The following table presents the Company’s lease liabilities and right-of-use assets related to operating leases as of June 30, 2020:


($ in thousands)	June 30, 2020
One year or less	$	3,025
More than one year to two years		1,677
More than two years to three years		—
More than three years to four years		—
More than four years to five years		—
More than five years		—
Total undiscounted future minimum lease payments		4,702
Less: difference between lease payments and discounted lease liabilities		78
Lease liabilities	$	4,624

Right-of-use assets	$	4,117
Prepaid lease assets, net of lease allowances and incentives		507
Total	$	4,624

The right-of-use assets are reported as a component of other assets and the lease liabilities are reported as a component of other liabilities on the Company’s consolidated balance sheets.

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

16. Legal Proceedings

In the normal course of business, the Company’s insurance subsidiaries are subject to disputes, including litigation and arbitration, arising out of the ordinary course of business. The Company’s estimates of the costs of settling such matters are reflected in its reserves for losses and loss expenses, and the Company does not believe that the ultimate outcome of such matters will have a material adverse effect on its financial condition or results of operations.

~~15. Subsequent Events~~

~~Initial Public Offering~~

On July 29, 2019, the Company completed the IPO with the sale of 7,857,145 shares of the Company’s common stock, including the issuance and sale by the Company of 4,285,715 shares of the Company’s common stock and the sale by ProSight Parallel Investment LLC and ProSight Investment LLC (collectively, the GS Investors) and ProSight TPG, L.P., TPG PS 1, L.P., TPG PS 2, L.P., TPG PS 3, L.P. and TPG PS 4, L.P. (collectively the TPG Investors and together with the GS Investors, the Principal Stockholders) of 3,571,430 shares of the Company’s common stock.

Shares of the Company’s common stock were initially offered to the public by the underwriters in the IPO at a per-share price of $14.00. After deducting underwriting discounts and commissions and estimated offering expenses, the net proceeds to the Company from the IPO were approximately $51.6 million. The Company did not receive any of the proceeds from the sale of the shares of the Company’s common stock sold by the Principal Stockholders in the IPO. Following the IPO, the GS Investors continue to hold approximately 40.9% of the Company’s outstanding common stock and the TPG Investors continue to hold approximately 39.4% of the Company’s outstanding common stock.

~~2019 Equity Incentive Plan~~

~~In connection with, and prior to the completion of the IPO, PGHL’s Amended and Restated 2010 Equity Incentive Plan (the 2010 Plan) was terminated. Immediately prior to the merger, all outstanding~~ ~~P Shares granted under the 2010 Plan prior to the IPO, were cancelled, and all outstanding RSUs granted under the 2010 Plan converted into RSUs based on the shares of common stock of the Company~~.

On July 24, 2019, the Company’s 2019 Equity Incentive Plan (the 2019 Plan) became effective immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, performance shares, and units and other cash‑based or share‑based awards.

The 2019 Plan is administered by the compensation committee of the Company’s board of directors. Subject to the provisions of the 2019 Plan, the compensation committee determines in its discretion the persons to whom and the times at which awards are granted, the size of awards (subject to certain limitations set forth in the compensation committee charter) and the terms and conditions of awards.

~~Table of Contents~~

~~ProSight Global, Inc.~~

~~Notes to Interim Consolidated Financial Statements (Unaudited)~~

A total of 4,500,000 shares of common stock are initially authorized and reserved for issuance under the 2019 Plan, including shares underlying RSUs granted under the 2010 Plan, which converted into the Company’s common stock, effective July 25, 2019, as a result of the merger.

~~The following is a summary of the post-offering compensation included in the 2019 Plan, including the number of common stock reserved to each award mentioned below:~~

~~(i)~~

183,095 annual long-term incentive awards in respect of 2019, 50% of which are time-vesting RSUs and 50% of which are performance-vesting RSUs, granted to management in connection with the IPO. The fair value of such awards is $2.6 million at grant date.

~~(ii)~~

1,302,198 supplemental RSU awards, 100% of which are time-vesting RSUs, granted to management in connection with the IPO and subject to vesting as follows: 25% vested at grant date, 25% will vest on the second anniversary of the grant date, subject to continued service, and 50% will vest on the third anniversary of the grant date, subject to continued service. The fair value of the supplemental RSUs is $18.2 million.

~~(iii)~~

~~250,000 founders grant awards in the form of time-vesting RSUs with a fair value of $3.5 million at grant date. These awards will cliff vest on the third anniversary of the grant date.~~

~~(iv)~~

26,399 non-employee director RSU awards with a fair value of $0.4 million at grant date (other than RSUs granted to non-employee directors designated by the Company’s principal stockholders, if any, which will be determined by the Board of Directors. These awards are fully vested on grant date.

~~(v)~~

~~668,135 RSUs initially granted under the 2010 Plan that were converted into RSUs based on shares of the Company’s common stock upon the consummation of the merger.~~

~~2019 Employee Stock Purchase Plan~~

On July 24, 2019, the Company’s 2019 Employee Stock Purchase Plan (the 2019 ESPP) became effective immediately prior to the effectiveness of the registration statement filed in connection with the IPO. A ~~total of 1,000,000 shares of the Company’s common stock will be reserved and available for sale under the 2019 ESPP.~~

~~The compensation committee of the board of directors administers the 2019 ESPP and have full authority to interpret the terms of the 2019 ESPP.~~

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited interim consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”), and in conjunction with our audited consolidated financial statements and the notes thereto included in ~~the final prospectus~~our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on ~~July 25, 2019~~February 24, 2020, as amended by Amendment No. 1 to Form 10-K filed with the SEC on March 10, 2020 (the ~~“Prospectus”~~“2019 Annual Report”).

Certain restatements have been made to historical information to give effect to the merger and related transactions. SeeNote 11. – Basis of Reporting in the notes to the ~~condensed~~ consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

References to the "Company," "ProSight," "we," "us," and "our" are to ProSight Global, Inc. and its consolidated subsidiaries unless the context otherwise requires. References to “insurance subsidiaries” are to New York Marine and General Insurance Company (“New York Marine”), Gotham Insurance Company (“Gotham”) and Southwest Marine and General Insurance Company (“Southwest Marine”) unless the context otherwise requires.

~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS~~Special Note Regarding Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes certain forward-looking statements that are subject to risks, uncertainties and other factors described in “Risk Factors” in this Quarterly Report. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “should,” “seek,” and other words and terms of similar meaning. Forward-looking statements in this Quarterly Report include, but are not limited to, statements about:

●

our strategies to continue our growth trajectory, expand our distribution network and maintain underwriting profitability;

●

the impact of coronavirus disease 2019 (“COVID-19”) and related economic conditions and governmental actions, including the Company's assessment of the vulnerability of certain categories of investments to the economic disruptions associated with COVID-19;

●

future growth in existing niches or by entering into new niches;

●

our loss expectations and expectation to decrease our loss ratio; and

●

our expectations with respect to the ultimate financial obligations to the buyers of our United Kingdom (“U.K.”) operations.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include:

●

the performance of and our relationship with third-party agents and vendors we rely upon to distribute certain business on our behalf;

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●

the adequacy of our loss ~~reserves;~~

reserves, including as a result of changes in the legal, regulatory, and economic environments in which the Company operates or the impacts of COVID-19;

●

the direct and indirect impacts of COVID-19 and related risks such as governmental responses and economic contraction, including on the Company’s investments and business operations, its distribution or other key partners and its customers;

●

the effects of uncertain emerging claim and coverage issues on the Company’s business, and court decisions or legislative or regulatory changes that take place after the Company issues its policies, including those taken in response to COVID-19 (such as effectively expanding workers’ compensation coverage by instituting presumptions of compensability of claims for certain types of workers or requiring insurers to cover business interruption claims irrespective of terms, exclusions or other conditions included in the policies that would otherwise preclude coverage);

●

the effectiveness of our risk management policies and procedures;

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●

potential technology breaches or failure of our or our business partners’ systems;

●

adverse changes in the economy which could lower the demand for our insurance products;

●

our ability to effectively start up or integrate new product opportunities;

●

cyclical changes in the insurance industry;

●

the effects of natural and man-made catastrophic events;

●

our ability to adequately assess risks and estimate losses;

●

the availability and affordability of reinsurance;

●

changes in interest rates, government monetary policies, general economic conditions, liquidity and overall market conditions;

●

changes in the business, financial condition or results of operations of the entities in which we invest;

●

increased costs as a result of operating as a public company, and time our management will be required to devote to new compliance initiatives;

●

our ability to protect intellectual property rights;

●

the impact of government regulation, including the impact of restrictions on our business activities under the ~~BHC~~Bank Holding Company (“BHC”) Act;

●

our status as an emerging growth company;

●

the absence of a previous public market for shares of our common stock; and

●

potential conflicts of interests with our principal stockholders.

We discuss many of these risks in greater detail under the section titled Item 1A. “Risk Factors” in ~~our prospectus filed with~~ the ~~Securities and Exchange Commission pursuant to Rule 424(b) and the Securities Act of 1933, as amended, on July 25, 2019.~~Company’s 2019 Annual Report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We qualify all of the forward-looking statements in this Quarterly Report by these cautionary statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Overview

We are an entrepreneurial specialty insurance company that since our founding in 2009 has built products, services and solutions with the goal of significantly improving the experience and value proposition for our customers. We write property and casualty insurance with a focus on underwriting specialty risks by partnering with a select number of distributors, often on an exclusive basis. We ~~have a diverse business mix covering specialty niches within the seven~~currently write insurance coverage in eight customer segments ~~in which we operate.~~across a broad range of specialty lines of business. Our customer segments currently include: Media and Entertainment, Real Estate, Professional Services, Transportation, Construction, Consumer Services, ~~and~~ Marine and ~~Energy.~~Energy, and Sports. Within each customer segment, we have multiple niches which represent similar groups of customers. We believe having deep expertise in these niches across our organization is critical and therefore, we have aligned various functional areas at the niche level, including underwriting, operations and claims. We focus on small and medium-sized customers, a market segment which we believe has been, and will continue to be, less affected by intense competitive dynamics of the broader property and casualty insurance industry. Over time, the composition of business within our customer segments evolves as we identify certain niches that present opportunities to develop distinct customer solutions with attractive profit potential and others that were at one time attractive but may become less so. We are focused on delivering consistent underwriting profitability with low volatility of underwriting results. We market and distribute our insurance product offerings in all 50 states on both an admitted and non-admitted basis. ~~We are focused on delivering consistent underwriting profitability with low volatility of underwriting results.~~

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Components of Our Results of Operations

Gross ~~written~~Written and ~~earned premiums~~Earned Premiums

Gross written premiums (“GWP”) are the amounts received or to be received for insurance policies written by us during a specific period of time without reduction for policy acquisition costs, reinsurance costs or other deductions. The volume of our GWP in any given period is generally influenced by:

●

Expansion or retraction of business within existing niches;

●

Entrance into new customer segments or niches;

●

Exit from customer segments or niches;

●

Average size and premium rate of newly issued and renewed policies; and

●

The amount of policy endorsements, audit premiums, and cancellations.

We earn insurance premiums on a pro rata basis over the term of the policy. Our insurance policies generally have a term of one year. Net earned premiums represent the earned portion of our GWP, less that portion of our GWP that is earned and ceded to third-party reinsurers under our reinsurance agreements.

Ceded ~~written~~Written and ~~earned premiums~~Earned Premiums

Ceded written premiums are the amount of GWP ceded to reinsurers. We actively use ceded reinsurance across our book of business to reduce our overall risk position and to protect our capital. Ceded written premiums are earned over the reinsurance contract period in proportion to the period of risk covered and the underlying policies. The volume of our ceded written premiums is impacted by the level of our GWP and any decision we make to increase or decrease retention levels.

Net ~~investment income~~Investment Income

We earn investment income on our portfolio of cash and invested assets. Our cash and invested assets are primarily comprised of ~~debt~~fixed maturity securities, and may also include cash and cash equivalents, short-term investments, non-redeemable preferred stock securities, commercial levered loans, and ~~alternative investments.~~limited partnerships and limited liability companies. Neither our limited partnerships nor our limited liability companies are not accounted for on a lag and thus reflect the current period fair value adjustments. The principal factors that influence net investment income are the size of our investment portfolio and the yield on that portfolio. As measured by amortized cost (which excludes changes in fair

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value, such as changes in interest rates and credit spreads), the size of our investment portfolio is mainly a function of our invested equity capital along with premiums we receive from our insureds less payments on policyholder claims and operating expenses.

Realized ~~investment gains~~Investment Gains and ~~losses~~Losses

Realized investment gains and losses are a function of the difference between the amount received by us on the sale of a security and the security’s amortized cost, as well as any ~~“other-than-temporary” impairments~~change in current expected credit loss allowance for available-for-sale investments recognized in earnings.

Losses and Loss Adjustment Expenses

Losses and loss adjustment expenses (“LAE”) are a function of the amount and type of insurance contracts we write, the loss experience associated with the underlying coverage, and the expenses incurred in the handling of the losses. In general, our losses and LAE are affected by:

●

Frequency of claims associated with the particular types of insurance contracts that we write;

●

Trends in the average size of losses incurred on a particular type of business;

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●

Mix of business written by us;

●

Changes in the legal or regulatory environment related to the business we write;

●

Trends in legal defense costs;

●

Wage inflation; and

●

Inflation in medical costs.

Losses and LAE are based on an actuarial analysis of the paid and estimated outstanding losses, including losses incurred during the period and changes in estimates from prior periods. Losses and LAE may be paid out over a number of ~~years~~years.

Within Losses and LAE, we report catastrophe losses separately. Catastrophe losses are unusual in nature and do not reflect upon the normal loss results of our underlying business. We define catastrophe losses as any one claim, or group of claims, with an accumulation of paid and estimated outstanding losses equal to or greater than $1.0 million related to a single, natural or man-made loss event as designated by Property Claims Services (“PCS”).

Underwriting, ~~acquisition~~Acquisition and ~~insurance expenses~~Insurance Expenses

Underwriting, acquisition and insurance expenses include policy acquisition costs and other underwriting expenses. Policy acquisition costs are principally comprised of the commissions we pay our distribution partners and ceding commissions we receive on business ceded under certain reinsurance contracts. Policy acquisition costs that are directly related to the successful acquisition of those policies are deferred. The amortization of such policy acquisition costs is charged to expense in proportion to premium earned over the policy life. Other underwriting expenses represent the general and administrative expenses of our insurance business including employment costs, telecommunication and technology costs, the costs of our leases, and legal and auditing fees.

Income ~~tax expense~~Tax Expense

Substantially all of our income tax expense relates to U.S. federal income taxes. Our insurance companies are generally not subject to income taxes in the states in which they operate; however, our non-insurance subsidiaries are subject to state income taxes. The amount of income tax expense or benefit recorded in future periods will depend on the

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jurisdictions in which we operate and the tax laws and regulations in effect. ~~Among other things, the Tax Cuts and Jobs Act (the “TCJA”), which was signed into law on December 22, 2017, lowered the U.S. federal corporate tax rate from 35% to 21% starting January 1, 2018.~~ Our income tax expense for periods beginning in 2018 is based on the U.S. federal corporate income tax rate of 21%.

Key Metrics

We discuss certain key metrics, described below, which provide useful information about our business and the operational factors underlying our financial performance.

Net income is the amount of profit or loss remaining after deducting all incurred expenses, including income taxes, from the total earned revenues for an accounting period.

Underwriting income is calculated by subtracting losses and LAE and underwriting, acquisition and insurance expenses from net earned premiums.

Adjusted operating income is net income excluding net realized investment gains and losses, expenses relating to various transactions that we consider to be unique and non-recurring in nature (net of estimated tax impact)~~, and excluding the income tax expense resulting from implementation of TCJA.~~.

Loss and LAE ratio, expressed as a percentage, is the ratio of losses and LAE, allocated and unallocated, to net earned premiums, net of the effects of reinsurance.

Expense ratio, expressed as a percentage, is the ratio of underwriting, acquisition and insurance expenses to net earned premiums.

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Combined ratio is the sum of the loss and LAE ratio and the expense ratio. A combined ratio under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.

Adjusted loss and LAE ratio is the loss and LAE ratio excluding the effects of the ~~WAQS~~whole account quota share reinsurance agreement (“WAQS”) (as defined below).

Adjusted expense ratio is the expense ratio excluding the effects of the WAQS.

Adjusted combined ratio is the combined ratio excluding the effects of the WAQS.

Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

Adjusted operating return on equity is adjusted operating income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

Net retention ratio is the ratio of net written premiums to GWP.

Underwriting income, adjusted operating income, adjusted loss and LAE ratio, adjusted expense ratio, adjusted combined ratio and adjusted operating return on equity are ~~non-GAAP~~non-generally accepted accounting principles (“GAAP”) financial measures. See ~~“—Reconciliation~~“Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income in accordance with GAAP to underwriting income and adjusted operating income. See ~~“—Factors~~“Factors Affecting Our Results of Operations—The WAQS” for additional detail on the impact of the WAQS on our results of operations.

Factors Affecting Our Results of Operations

The WAQS

In connection with the divestment of our U.K. business, New York Marine as reinsured entered into ~~Whole Account Quota Share Reinsurance Agreements (the “WAQS”)~~the WAQS with third party reinsurers to maintain reasonable underwriting leverage within New York Marine and its subsidiary insurance companies during a transition period following the U.K. divestment. The effective date of the WAQS was April 1, 2017. The reinsurers’ ceding participation is an aggregate 26.0%. A provisional ceding commission of ~~30%~~30.0% to 30.5% is received as a reduction in the amount of ceded premium. ~~Subject to limits, these ceding commissions will vary in subsequent periods based on contractual ultimate loss ratios.~~ During 2018 and following the transition of the U.S. business

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back to New York Marine, the WAQS were terminated. Previously ceded written and unearned premium, net of the ceding commission, was reversed. Loss reserves on premium earned prior to the cut-off termination remain ceded loss reserves. Loss reserve development on the reserves ceded under the WAQS is included in continuing operations. Effective January 1, 2020, the WAQS was commuted at an amount equal to ceded reserves.

The effect of the WAQS on our results of operations is primarily reflected in our ceded written premiums, losses and LAE, as well as our underwriting, acquisition and insurance expenses.

~~Table~~ For the three and six months ended June 30, 2020 there was no impact of ~~Contents~~

WAQS on underwriting results or ratios.

The following tables summarize the effect of the WAQS on our underwriting income for the three months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


	Three Months Ended June 30, 2019						Three Months Ended June 30, 2018
	Including		Effect of		Excluding		Including		Effect of		Excluding

													Three Months Ended June 30, 2020								Three Months Ended June 30, 2019
													Including			Effect of		Excluding			Including			Effect of		Excluding
($ in thousands)	WAQS		WAQS		WAQS		WAQS		WAQS		WAQS		WAQS			WAQS		WAQS			WAQS			WAQS		WAQS
GWP	$	235,032	$	—	$	235,032	$	222,555	$	—	$	222,555	$	186,394		$	—	$	186,394		$	235,032		$	—	$	235,032
Ceded written premiums		(24,464)		—		(24,464)		(9,520)		18,831		(28,351)		(29,771)			—		(29,771)			(24,464)			—		(24,464)
Net written premiums	$	210,568	$	—	$	210,568	$	213,035	$	18,831	$	194,204	$	156,623		$	—	$	156,623		$	210,568		$	—	$	210,568
Net retention(1)		89.6%		—		89.6%		95.7%		—		87.3%		84.0%			—		84.0%			89.6%			—		89.6%
Net earned premiums	$	202,480	$	—	$	202,480	$	183,123	$	(1,368)	$	184,491	$	181,629		$	—	$	181,629		$	202,480		$	—	$	202,480
Losses and LAE		127,115		2,255		124,860		109,933		(642)		110,575
Net losses and LAE incurred														112,473			—		112,473			127,115			2,255		124,860
Underwriting, acquisition and insurance expenses		71,561		(2,255)		73,816		68,133		(624)		68,757		68,448			—		68,448			71,561			(2,255)		73,816
Underwriting income (loss)(2)	$	3,804	$	—	$	3,804	$	5,057	$	(102)	$	5,159
Underwriting income ⁽²⁾													$	708		$	—	$	708		$	3,804		$	—	$	3,804
Loss and LAE ratio		62.8%		—		—		60.0%		46.9%		—		61.9	%		—		—			62.8	%		—		—
Expense ratio		35.3%		—		—		37.2%		45.6%		—		37.7	%		—		—			35.3	%		—		—
Combined ratio		98.1%		—		—		97.2%		92.5%		—		99.6	%		—		—			98.1	%		—		—
Adjusted loss and LAE ratio(3)		—		—		61.7%		—		—		59.9%		—			—		61.9	%		—			—		61.7	%
Adjusted expense ratio(3)		—		—		36.4%		—		—		37.3%		—			—		37.7	%		—			—		36.4	%
Adjusted combined ratio(3)		—		—		98.1%		—		—		97.2%		—			—		99.6	%		—			—		98.1	%

(1)

⁽¹⁾

~~The~~Net retention is a non-GAAP measure. We define net retention as the ratio of net written premiums to GWP.

(2)

⁽²⁾

Underwriting income is a non-GAAP financial measure. See ~~“—Reconciliation~~“Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income ~~in accordance with GAAP~~ to underwriting income.

(3)

⁽³⁾

Adjusted loss and LAE ratio, adjusted expense ratio and adjusted combined ratio are non-GAAP financial measures. We define adjusted loss and LAE ratio, adjusted expense ratio and adjusted combined ratio as the corresponding ratio ~~(calculated in accordance with GAAP)~~ excluding the effects of the WAQS. We use these adjusted ratios as internal performance measures in the management of our operations because we believe they give our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Our adjusted loss and LAE ratio, adjusted expense ratio and adjusted combined ratio should not be viewed as substitutes for our loss and LAE ratio, expense ratio and combined ratio, respectively.

Our results of operations may be difficult to compare from year to year due to the origination and termination of the WAQS. In light of the impact of the WAQS on our results of operations, we internally evaluated our financial performance both including and excluding the effect of the WAQS.

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The following tables summarize the effect of the WAQS on our underwriting income for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


	Six Months Ended June 30, 2019						Six Months Ended June 30, 2018
	Including		Effect of		Excluding		Including		Effect of		Excluding

													Six Months Ended June 30, 2020								Six Months Ended June 30, 2019
													Including			Effect of		Excluding			Including			Effect of		Excluding
($ in thousands)	WAQS		WAQS		WAQS		WAQS		WAQS		WAQS		WAQS			WAQS		WAQS			WAQS			WAQS		WAQS
GWP	$	490,870	$	—	$	490,870	$	471,975	$	—	$	471,975	$	400,178		$	—	$	400,178		$	490,870		$	—	$	490,870
Ceded written premiums		(70,400)		3		(70,403)		2,412		68,800		(66,388)		(53,372)			—		(53,372)			(70,400)			3		(70,403)
Net written premiums	$	420,470	$	3	$	420,467	$	474,387	$	68,800	$	405,587	$	346,806		$	—	$	346,806		$	420,470		$	3	$	420,467
Net retention(1)		85.7%		—		85.7%		100.5%		—		85.9%		86.7%			—		86.7%			85.7%			—		85.7%
Net earned premiums	$	398,088	$	3	$	398,085	$	350,579	$	(14,544)	$	365,123	$	387,291		$	—	$	387,291		$	398,088		$	3	$	398,085
Losses and LAE		245,448		2,207		243,241		211,787		(8,548)		220,335
Net losses and LAE incurred														240,030			—		240,030			245,448			2,207		243,241
Underwriting, acquisition and insurance expenses		145,328		(2,205)		147,533		131,726		(4,906)		136,632		142,071			—		142,071			145,328			(2,205)		147,533
Underwriting income (loss)(2)	$	7,312	$	1	$	7,311	$	7,066	$	(1,090)	$	8,156
Underwriting income ⁽²⁾													$	5,190		$	—	$	5,190		$	7,312		$	1	$	7,311
Loss and LAE ratio		61.7%		—		—		60.4%		58.8%		—		62.0	%		—		—			61.7	%		—		—
Expense ratio		36.5%		—		—		37.6%		33.7%		—		36.7	%		—		—			36.5	%		—		—
Combined ratio		98.2%		—		—		98.0%		92.5%		—		98.7	%		—		—			98.2	%		—		—
Adjusted loss and LAE ratio(3)		—		—		61.1%		—		—		60.4%		—			—		62.0	%		—			—		61.1	%
Adjusted expense ratio(3)		—		—		37.1%		—		—		37.4%		—			—		36.7	%		—			—		37.1	%
Adjusted combined ratio(3)		—		—		98.2%		—		—		97.8%		—			—		98.7	%		—			—		98.2	%

(1)

⁽¹⁾

~~The~~Net retention is a non-GAAP measure. We define net retention as the ratio of net written premiums to GWP.

(2)

⁽²⁾

(3)

⁽³⁾

Outlook

As the COVID-19 pandemic continues to impact individuals and businesses worldwide, we are focused on the health and safety of our employees while fulfilling our obligations to our customers and distribution partners. Through the investments we made in our technology infrastructure over time, we continued to operate in a remote work environment while maintaining the service and support levels that our customers expect. We are fully operational, and we believe we are capable of working remotely for as long as necessary.

There was a significant impact on our premium revenues in the second quarter relating to the pandemic’s effect on the insured exposure base of certain customers. It is too early to determine the ultimate effect of the economic shut-down as a result of the pandemic on our losses, however, we continue to evaluate claims individually and pay losses where coverage applies. We may see an increase in claims activity and expense due to the pandemic, and potentially higher expense costs due to bad debt provisioning related to regulatory actions taken in response to COVID-19 to provide premium refunds, grant extended grace periods for premium payments, and provide extended time to pay past due premiums.

Our investment portfolio experienced an appreciation in fair value during the second quarter as credit spreads narrowed; this offset a decline in fair value experienced in first quarter financial results driven by widening credit spreads during the onset of the COVID-19 pandemic. While we have seen improvement in unrealized investment positions, we expect there could be continued volatility in the unrealized position and uncertainty for the remainder of the year due to COVID-19.

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Results of Operations

Three Months Ended June 30, ~~2019~~2020 Compared to Three Months Ended June 30, ~~2018~~2019

The following table summarizes the results of continuing operations for the three months ended June 30, 2020 and 2019:


	Three Months Ended June 30						Change
($ in thousands)	2020			2019			$		Percent
GWP	$	186,394		$	235,032		$	(48,638)	(20.7)	%
Ceded written premiums		(29,771)			(24,464)			(5,307)	21.7
Net written premiums	$	156,623		$	210,568		$	(53,945)	(25.6)

Net earned premiums	$	181,629		$	202,480		$	(20,851)	(10.3)
Net losses and LAE incurred:		112,473			127,115			(14,642)	(11.5)
Underwriting, acquisition and insurance expenses		68,448			71,561			(3,113)	(4.4)
Underwriting income ⁽¹⁾		708			3,804			(3,096)	(81.4)
Interest and other expenses, net		4,356			10,220			(5,864)	(57.4)
Net investment income		23,791			17,398			6,393	36.7
Realized investment gains, net		1,891			137			1,754	1,280.3
Income before taxes		22,034			11,119			10,915	98.2
Income tax expense		4,751			2,423			2,328	96.1
Net income from continuing operations	$	17,283		$	8,696		$	8,587	98.7
Adjusted operating income ⁽¹⁾	$	16,890		$	14,228		$	2,662	18.7	%

Adjusted operating return on equity ⁽¹⁾		12.6	%		12.8	%
Return on equity		12.9	%		7.9	%

Loss and LAE ratio:		61.9	%		62.8	%
Loss and LAE ratio – excluding catastrophe		59.9	%		61.3	%
Loss and LAE ratio – catastrophe losses		2.0	%		1.5	%
Expense ratio		37.7	%		35.3	%
Combined ratio		99.6	%		98.1	%

Adjusted loss and LAE ratio ⁽²⁾		61.9	%		61.7	%
Adjusted loss and LAE ratio – excluding catastrophe		59.9	%		60.2	%
Adjusted loss and LAE ratio – catastrophe losses		2.0	%		1.5	%
Adjusted expense ratio ⁽²⁾		37.7	%		36.4	%
Adjusted combined ratio ⁽²⁾		99.6	%		98.1	%

(1)	Underwriting income, adjusted operating income and adjusted operating return on equity are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” for reconciliations of net income in accordance with GAAP to underwriting income and adjusted operating income.

(2)

Adjusted loss and LAE ratio, adjusted expense ratio and adjusted combined ratio are non-GAAP financial measures. We define adjusted loss and LAE ratio, adjusted expense ratio and adjusted combined ratio as the corresponding ratio excluding the effects of the WAQS. For additional detail on the impact of the WAQS on our results of operations see “Factors Affecting Our Results of Operations—The WAQS.”

Net Income from Continuing Operations

Net income was $17.3 million for the three months ended June 30, 2020 compared to $8.7 million for the three months ended June 30, 2019, an increase of $8.6 million, or 98.7%. The increase in net income primarily resulted from an increase in net investment income driven by the unrealized gains on investments in limited partnerships.

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Premiums

GWP were $186.4 million for the three months ended June 30, 2020 compared to $235.0 million for the three months ended June 30, 2019, a decrease of $48.6 million, or 20.7%.

The following table presents the GWP by customer segment for the three months ended June 30, 2020 and 2019:


($ in millions)	Three Months Ended June 30
Customer Segment	2020		2019		% Change
Construction	$	27.7	$	32.5	(14.8)	%
Consumer Services		40.7		37.9	7.4
Marine and Energy		26.8		25.6	4.7
Media and Entertainment		17.4		32.4	(46.3)
Professional Services		31.9		29.1	9.6
Real Estate		47.3		46.6	1.5
Sports		4.7		6.9	(31.9)
Transportation		(12.3)		19.0	(164.7)
Customer segments subtotal		184.2		230.0	(19.9)
Other		2.2		5.0	(56.0)
Total	$	186.4	$	235.0	(20.7)	%

GWP from customer segments (excluding GWP within “Other”) for the three months ended June 30, 2020 contracted by 19.9% primarily due to endorsement transactions within the Transportation customer segment due to exposure reductions driven by the COVID-19 pandemic. The contraction was also significant within the Media and Entertainment customer segment due to a reduction in insured exposure due to COVID-19.

The changes in GWP were most notable in the following customer segments and niches:

●

Transportation GWP contracted by 164.7% to ($12.3) million for the three months ended June 30, 2020 compared to $19.0 million for the three months ended June 30, 2019. The reduction of premium for the period was driven by endorsement transactions for changes in exposure due to COVID-19. Negative premium endorsements of $12.6 million for School Bus, $7.0 million for Taxis, and $3.0 million for Charter Bus niches were processed to provide immediate relief to our insureds and align the premium with exposure base.

●

Media and Entertainment GWP contracted by 46.3% to $17.4 million for the three months ended June 30, 2020 compared to $32.4 million for the three months ended June 30, 2019. The premium contraction is driven by approximately $4.0 million of exposure reductions due to COVID-19, $6.0 of declines in renewal business, and $4.0 million of reduced new business opportunities in the Live Entertainment and Film niches.

●

Construction GWP contracted by 14.8% to $27.7 million for the three months ended June 30, 2020 compared to $32.5 million for the three months ended June 30, 2019. The premium contraction is due to reduced new business opportunities and renewals due to the impact of COVID-19 across several niches.

Net written premiums decreased by $53.9 million, or 25.6%, to $156.6 million for the three months ended June 30, 2020 from $210.6 million for the three months ended June 30, 2019. The change in net written premiums was primarily related to the contraction in GWP.

Net earned premiums decreased by $20.9 million, or 10.3%, to $181.6 million for the three months ended June 30, 2020 from $202.5 million for the three months ended June 30, 2019. The decrease in net earned premiums was directly related to the contraction in net written premiums in the first half of 2020 and includes the impact of non-recurring net earned premiums of $21.2 million from the exit of excess workers’ compensation.

Loss and LAE Ratio

Our loss and LAE ratio was 61.9% for the three months ended June 30, 2020 compared to 62.8% for the three months ended June 30, 2019. For the three months ended June 30, 2020 our reserve for unpaid losses and loss adjustment

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expenses for accident years 2019 and ~~2018:~~prior developed unfavorably by $0.3 million driven by $7.7 million unfavorable development of General Liability offset by $3.4 million favorable development in Workers’ Compensation, $2.8 million in Commercial Multiple Peril and $1.1 million in All Other lines. In addition, the Company incurred $5.3 million of losses and loss adjustment expenses related to premium adjustments earned during the three months ended June 30, 2020 attributable to prior accident years 2019 and 2018. Catastrophe losses of $3.6 million for the three months ended June 30, 2020 were driven by civil unrest in various cities across the U.S., adding 2.0 points to the current accident year loss ratio compared to catastrophe losses of $3.0 million for the three months ended June 30, 2019, driven by weather related events, which added 1.5 points to the current accident year loss ratio of the prior period.

The following tables summarize the effect of the factors indicated above on the loss and LAE ratios and adjusted loss and LAE ratios for the three months ended June 30, 2020 and 2019:

Three Months Ended June 30

Change
($ in thousands)

2019

2018

$

Percent
GWP

$
235,032

$
222,555

$
12,477

5.6%
Ceded written premiums

(24,464)

(9,520)

(14,944)

(157.0%)
Net written premiums

$
210,568

$
213,035

$
(2,467)

(1.2%)

Net earned premiums

$
202,480

$
183,123

$
19,357

10.6%
Losses and LAE:

127,115

109,933

17,182

15.6%
Underwriting, acquisition and insurance expenses

71,561

68,133

3,428

5.0%
Underwriting income(1)

3,804

5,057

(1,253)

(24.8%)
Interest and other expenses, net

10,220

2,916

7,304

250.5%
Net investment income

17,398

15,548

1,850

11.9%
Net investment gains

137

686

(549)

(80.0%)
Income before taxes

11,119

18,375

(7,256)

(39.5%)
Income tax expense

2,423

3,723

(1,300)

(34.9%)
Net income from continuing operations

$
8,696

$
14,652

$
(5,956)

(40.6%)
Adjusted operating income(1)

$
14,228

$
14,110

$
118

0.8%

Adjusted operating return on equity(1)

12.8%

15.4%

Return on equity

7.9%

16.0%

Loss and LAE ratio:

62.8%

60.0%

Loss and LAE ratio –  excluding catastrophe

61.3%

60.0%

Loss and LAE ratio –  Catastrophe

1.5%

–

Expense ratio

35.3%

37.2%

Combined ratio

98.1%

97.2%

Adjusted loss and LAE ratio(2)

61.7%

59.9%

Adjusted loss and LAE ratio – excluding catastrophe

60.2%

59.9%

Adjusted loss and LAE ratio – Catastrophe

1.5%

–

Adjusted expense ratio(2)

36.4%

37.3%

Adjusted combined ratio(2)

98.1%

97.2%


	Three Months Ended June 30
	2020				2019
			% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums		Losses and LAE		Premiums

Loss and LAE:
Current accident year – excluding catastrophe	$	108,530	59.8	%	$	126,848	62.6	%
Current accident year – catastrophe losses ⁽¹⁾		3,633	2.0			3,000	1.5
Effect of prior year development		310	0.1			(2,733)	(1.3)
Total	$	112,473	61.9	%	$	127,115	62.8	%


	Three Months Ended June 30
	2020				2019
			% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums		Losses and LAE		Premiums
Adjusted loss and LAE:
Current accident year – excluding catastrophe	$	108,530	59.8	%	$	126,848	62.6	%
Current accident year – catastrophe losses ⁽¹⁾		3,633	2.0			3,000	1.5
Effect of prior year development		310	0.1			(4,988)	(2.4)
Total	$	112,473	61.9	%	$	124,860	61.7	%

(1)

^{Catastrophe losses are any one claim, or group of claims, equal or greater than $1.0 million related to a single PCS designated catastrophe event. PCS is Property Claim Services, a Verisk company. PCS has defined catastrophes in the United States, Puerto Rico, and the U.S. Virgin Islands as events that cause $25.0 million or more in direct insured losses to property and affect a significant number of policyholders and insurers.}

Expense Ratio

Our expense ratio was 37.7% for the three months ended June 30, 2020 compared to 35.3% for the three months ended June 30, 2019. The increase in the expense ratio is driven primarily by a decrease in net earned premiums in the period and $1.5 million of increased credit allowance related to premium collections impacted by COVID-19. In addition, the prior year expense ratio was favorably impacted by 1.1 points of non-recurring cede commission on the WAQS.

The following table summarizes the components of the expense ratio for the three months ended June 30, 2020 and 2019:


	Three Months Ended June 30
	2020				2019
			% of Earned				% of Earned
($ in thousands)	Expenses		Premiums		Expenses		Premiums
Underwriting, acquisition and insurance expenses:
Policy acquisition expenses, net of ceded reinsurance	$	42,033	23.1	%	$	47,788	23.6	%
Underwriting and insurance expenses		26,415	14.6			26,028	12.8
Underwriting, acquisition and insurance expenses ⁽¹⁾		68,448	37.7			73,816	36.4
Effect of WAQS ⁽¹⁾		—	—			(2,255)	(1.1)
Total underwriting, acquisition and insurance expenses	$	68,448	37.7	%	$	71,561	35.3	%

(1)	Total underwriting, acquisition and insurance expenses and the effect of the WAQS are calculated based on the net earned premiums including the effects of the WAQS for three months ended June 30, 2020 and 2019.

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Underwriting Income

Underwriting income was $0.7 million for the three months ended June 30, 2020 compared to $3.8 million for the three months ended June 30, 2019, a decrease of $3.1 million. The decrease in underwriting income is primarily due to the reduction in net earned premium and the increase in the credit allowance for premium receivable due to COVID-19.

Combined Ratio

Our combined ratio and adjusted combined ratio were 99.6% for the three months ended June 30, 2020 compared to 98.1% for the three months ended June 30, 2019.

Investing Results

Our net investment income increased by 36.7% to $23.8 million for the three months ended June 30, 2020 from $17.4 million for the three months ended June 30, 2019. The increase in net investment income is primarily due to unrealized gains on investments in limited partnerships and limited liability companies. Net investment yield was 4.3% for the three months ended June 30, 2020 and 3.5% for the three months ended June 30, 2019. Realized investment gains, net includes a $1.6 million credit loss allowance expense for fixed maturity securities for the three months ended June 30, 2020.

The weighted average duration of our fixed maturity portfolio, including cash equivalents, was 4.5 years at June 30, 2020 and 2.9 years at June 30, 2019.

The following table summarizes the components of net investment income and net investment gains for the three months ended June 30, 2020 and 2019:


	Three Months Ended June 30
($ in thousands)	2020		2019		$ Change
Fixed maturity securities	$	15,849	$	16,531	$	(682)
Other investments		8,592		1,394		7,198
Gross investment income		24,441		17,925		6,516
Investment expenses		(650)		(527)		(123)
Net investment income		23,791		17,398		6,393
Realized investment gains, net		1,891		137		1,754
Total	$	25,682	$	17,535	$	8,147
Average cash and invested assets	$	2,234,396	$	1,964,254	$	270,142

Interest and Other Expenses, Net

Our interest and other expenses decreased by $5.9 million to $4.4 million for the three months ended June 30, 2020 compared to $10.2 million for the three months ended June 30, 2019. The decrease is primarily driven by $7.2 million of payments made to our former Chief Executive Officer (“CEO”) for termination of service as CEO and his service as Executive Chairman in the prior period.

Income Tax Expense

Our effective tax rate for the three months ended June 30, 2020 and 2019 was 21.6% and 21.8%, respectively. The decrease in the effective tax rate for the three months ended June 30, 2020 compared to the same period in 2019 was primarily due to a reduction in non-deductible expenses.

Our income tax expense was $4.8 million and $2.4 million for the three months ended June 30, 2020 and 2019, respectively. The increase is due to the increase in income before income taxes compared to the same period in 2019.

On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes certain income tax provisions for individuals and corporations; however, these benefits do not impact the Company’s current tax provision.

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Adjusted Operating Income

Adjusted operating income was $16.9 million for the three months ended June 30, 2020, an increase of $2.7 million, or 18.7% from the adjusted operating income of $14.2 million for the three months ended June 30, 2019.

Adjusted Operating Return on Equity

Our adjusted operating return on equity was 12.6% for the three months ended June 30, 2020, a decrease of 0.2 percentage points from 12.8% for the three months ended June 30, 2019 primarily due to the increase in average book value.

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

The following table summarizes the results of continuing operations for the six months ended June 30, 2020 and 2019:


	Six Months Ended June 30						Change
($ in thousands)	2020			2019			$		Percent
GWP	$	400,178		$	490,870		$	(90,692)	(18.5)	%
Ceded written premiums		(53,372)			(70,400)			17,028	(24.2)
Net written premiums	$	346,806		$	420,470		$	(73,664)	(17.5)

Net earned premiums	$	387,291		$	398,088		$	(10,797)	(2.7)
Net losses and LAE incurred:		240,030			245,448			(5,418)	(2.2)
Underwriting, acquisition and insurance expenses		142,071			145,328			(3,257)	(2.2)
Underwriting income ⁽¹⁾		5,190			7,312			(2,122)	(29.0)
Interest and other expenses, net		9,086			13,489			(4,403)	(32.6)
Net investment income		32,606			34,556			(1,950)	(5.6)
Realized investment gains, net		2,123			250			1,873	749.2
Income before taxes		30,833			28,629			2,204	7.7
Income tax expense		6,739			6,238			501	8.0
Net income from continuing operations	$	24,094		$	22,391		$	1,703	7.6
Adjusted operating income ⁽¹⁾	$	24,879		$	27,858		$	(2,979)	(10.7)	%

Adjusted operating return on equity ⁽¹⁾		8.8	%		13.1	%
Return on equity		8.5	%		10.6	%

Loss and LAE ratio:		62.0	%		61.7	%
Loss and LAE ratio – excluding catastrophe		61.1	%		60.9	%
Loss and LAE ratio – catastrophe losses		0.9	%		0.8	%
Expense ratio		36.7	%		36.5	%
Combined ratio		98.7	%		98.2	%

Adjusted loss and LAE ratio ⁽²⁾		62.0	%		61.1	%
Adjusted loss and LAE ratio – excluding catastrophe		61.1	%		60.3	%
Adjusted loss and LAE ratio – catastrophe losses		0.9	%		0.8	%
Adjusted expense ratio ⁽²⁾		36.7	%		37.1	%
Adjusted combined ratio ⁽²⁾		98.7	%		98.2	%

(1)	Underwriting income, adjusted operating income and adjusted operating return on equity are non-GAAP financial measures. See “—Reconciliation of Non-GAAP Financial Measures” for reconciliations of net income in accordance with GAAP to underwriting income and adjusted operating income.

(2)

⁽²⁾

~~Net Income~~

~~Net income was~~ ~~$8.7 million~~ ~~for the three months ended June 30, 2019 compared to $14.7 million for the three months ended June 30, 2018, a decrease of $6.0 million, or 40.6%.~~The decrease in net income primarily resulted from an increase in other expenses of $7.2 million due to costs associated with the transition of our former Chief Executive Officer, partially offset by an increase in net investment income of $1.9 million.

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Net Income from Continuing Operations

~~Premiums~~

~~GWP were~~ ~~$235.0~~Net income was $24.1 million for the ~~three~~six months ended June 30, ~~2019 compared~~ ~~to $222.6 million~~ ~~for the three months ended June 30, 2018, an increase~~ ~~of $12.5 million, or 5.6%.~~

~~The following table presents the GWP by customer segment for the three months ended June 30, 2019 and 2018:~~

($ in millions)

Three Months Ended June 30

Customer Segment

2019

2018

% Change

Construction

$
32.5

$
26.6

22.2%

Consumer Services

37.9

28.4

33.5%

Marine and Energy

20.8

18.9

10.1%

Media and Entertainment

39.3

38.0

3.4%

Professional Services

29.1

27.9

4.3%

Real Estate

46.6

44.1

5.7%

Transportation

23.5

23.4

0.4%

Customer segments subtotal

$
229.7

$
207.3

10.8%

Other

5.3

15.3

(65.4%)

Total GWP

$
235.0

$
222.6

5.6%

Premium growth for the three months ended June 30, 2019 was primarily driven by new business and renewals within existing niches and the addition of a new niche. Excluding the decline of GWP within “Other,” premiums for the three months ended June 30, 2019 increased 10.8%2020 compared to ~~the three months ended June 30, 2018.~~

~~The changes in GWP were most notable in the following customer segments and niches:~~

~~Consumer Services GWP increased by 33.5% to~~ ~~$37.9 million for~~ ~~the three months ended June 30, 2019 compared to $28.4 million for the three months ended June 30, 2018.~~ ~~The~~ premium growth is due to increases in the Auto Dealers niche and the new Parking Facilities niche, partially offset by a decline in premium within the Professional Employer Organizations niche. Auto Dealers increased $8.0 million during the second quarter of 2019 when compared to the second quarter of 2018, primarily due to new business. Parking Facilities generated $6.6 million in premium in the three months ended June 30, 2019. Professional Employer Organizations declined $4.5 million in the second quarter of 2019 when compared to the second quarter of 2018. Renewal premium retention was limited by unfavorable pricing conditions in primary workers compensation.

Construction GWP increased by 22.2% to $32.5 million for the three months ended June 30, 2019 compared to $26.6 million for the three months ended June 30, 2018. The premium growth is primarily due to an increase in renewal premium retention of $4.9 million across all niches within the customer segment in the second quarter of 2019 when compared to the second quarter of 2018.

Marine and Energy GWP increased by 10.1% to $20.8 million for the three months ended June 30, 2019 compared to $18.9 million for the three months ended June 30, 2019. The premium growth is primarily due to new business of $2.0 million within the Oil Field Contractors niche in the second quarter of 2019 when compared to the second quarter of 2018.

Other GWP decreased by 65.4% to $5.3 million for the three months ended June 30, 2019 compared to $15.3 million for the three months ended June 30, 2018. The decline in GWP was driven by the exit of the excess workers compensation niche.

~~Net written premiums decreased~~ ~~by $2.5 million, or 1.2%, to $210.6~~$22.4 million for the ~~three months ended June 30, 2019~~ ~~from $213.0 million~~ ~~for the three months ended June 30, 2018. The decrease in net written premiums was directly related to the termination of the WAQS in 2018.~~ ~~Our net retention ratio was 89.6% and 95.7% for the three months ended June 30, 2019 and 2018, respectively. Excluding the effects of the WAQS, net written premiums for the three months~~

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ended June 30, 2019 increased by $16.3 million, or 8.4%, to $210.6 million for the three months ended June 30, 2019 from $194.2 million for the three months ended June 30, 2018. The increase in net written premiums was directly related to the growth in GWP in 2019.

~~Net earned premiums increased~~ ~~by $19.4 million, or 10.6%, to $202.5 million for the three months ended June 30, 2019 from $183.1 million for the three months ended June 30, 2018.~~ ~~The increase in net earned premiums was directly related to the growth in GWP in 2019.~~

~~Loss and LAE ratio~~

Our loss and LAE ratio was 62.8% for the three months ended June 30, 2019 compared to 60.0% for the three months ended June 30, 2018. For the three months ended June 30, 2019 we incurred favorable prior period development of $2.7 million which includes favorable development in primary workers compensation, partially offset by unfavorable development in general liability, as compared to favorable development of $1.3 million for the three months ended June 30, 2018.

~~The following tables summarize the effect of the factors indicated above on the loss and LAE ratios and adjusted loss and LAE ratios for the three months ended June 30, 2019 and 2018:~~

Three Months Ended June 30

2019

2018




% of Earned



% of Earned
($ in thousands)

Losses and LAE

Premiums

Losses and LAE

Premiums

Loss and LAE:






Current accident year – excluding catastrophe

$
126,848

62.6%

$
111,268

60.8%
Current accident year – catastrophe losses

3,000

1.5%

—

0.0%
Effect of prior year development

(2,733)

(1.3%)

(1,335)

(0.8%)
Total

$
127,115

62.8%

$
109,933

60.0%

Three Months Ended June 30

2019

2018

% of Earned

% of Earned
($ in thousands)

Losses and LAE

Premiums

Losses and LAE

Premiums
Adjusted loss and LAE:










Current accident year – excluding catastrophe

$
126,848

62.6%

$
111,910

60.7%
Current accident year – catastrophe losses

3,000

1.5%

—

0.0%
Effect of prior year development

(4,988)

(2.4%)

(1,335)

(0.8%)
Total

$
124,860

61.7%

$
110,575

59.9%

~~Expense ratio~~

~~Our expense ratio~~ ~~was 35.3% for~~ the three months ended June 30, 2019 compared to 37.2% for the three months ended June 30, 2018. The improvement in the expense ratio reflects an increase in net earned premiums and the effect of WAQS for the three months ended June 30, 2019 compared to the three months ended June 30, 2018.

~~Table of Contents~~

~~The following table summarizes the components of the expense ratio for the three months ended June 30, 2019 and 2018:~~

Three Months Ended June 30

2019

2018

% of Earned

% of Earned

($ in thousands)

Expenses

Premiums

Expenses

Premiums

Underwriting, acquisition and insurance expenses:











Policy acquisition expenses, net of ceded reinsurance

$
47,788

23.6%

$
43,877

23.8%

Underwriting and insurance expenses

26,028

12.8%

24,880

13.5%

Underwriting, acquisition and insurance expenses(1)

73,816

36.4%

68,757

37.3%

Effect of WAQS(1)

(2,255)

(1.1%)

(624)

(0.1%)

Total underwriting, acquisition and insurance expenses

$
71,561

35.3%

$
68,133

37.2%

⁽¹⁾

Total underwriting, acquisition and insurance expenses and the effect of the WAQS are calculated based on the net earned premiums including the effects of the WAQS for three months ended June 30, 2019 and 2018.

~~Underwriting income~~

Underwriting income was $3.8 million for the three months ended June 30, 2019 compared to $5.1 million for the three months ended June 30, 2018, a decrease of $1.3 million, or 24.8%. The change from the three months ended June 30, 2018 to the three months ended June 30, 2019 is primarily due an increase in the loss and LAE ratio offset by a decrease in the expense ratio.

~~Combined ratio~~

~~Our combined ratio and adjusted combined ratio~~ ~~was 98.1% for~~ ~~the three months ended June 30, 2019 compared~~ ~~to 97.2% for~~ ~~the three months ended June 30, 2018.~~

~~Investing results~~

~~Our net investment income increased by 11.9% to $17.4 million for the three months ended June 30, 2019 from $15.5 million for the three months ended June 30, 2018.~~ The increase in net investment income is primarily due to a larger portfolio size. Net investment yield decreased by 0.2 percentage points to 3.5% for the three months ended June 30, 2019 compared to 3.7% for the three months ended June 30, 2018. Gross investment income increased by 12.8% to $17.9 million for the three months ended June 30, 2019 compared to $15.9 million for the three months ended June 30, 2018.

~~The weighted average duration of our fixed income portfolio, including cash equivalents,~~ ~~was 2.9 years~~ ~~at June 30, 2019 and 3.5 years at June 30, 2018.~~

~~Table of Contents~~

~~The following table summarizes the components of net investment income and net investment gains for the three months ended June 30, 2019 and 2018:~~

Three Months Ended June 30
($ in thousands)

2019

2018

$ Change
Interest from securities

$
16,531

$
14,016

$
2,515
Other investments

1,394

1,870

(476)
Gross investment income

17,925

15,886

2,039
Investment expenses

(527)

(338)

(189)
Net investment income

17,398

15,548

1,850
Net realized investment gains

137

686

(549)
Total

$
17,535

$
16,234

$
1,301
Average cash and invested assets

$
2,003,150

$
1,674,782

$
328,368

~~Interest and other expenses~~

Our interest and other expenses increased by $7.3 million to $10.2 million for the three months ended June 30, 2019 compared to $2.9 million for the three months ended June 30, 2018. The increase is primarily driven by other expenses of $7.2 million due to costs associated with the transition of our former Chief Executive Officer.

~~Income tax expense~~

~~Our effective tax rate for the three months ended June 30, 2019 was 21.8% compared to 20.3% for the three months ended June 30, 2018.~~ ~~The increase in the effective tax rate in the second quarter of 2019 compared to the second quarter of 2018 was primarily due to the effect of state income taxes.~~ ~~Our income tax payments for the three months ended June 30, 2019 and 2018 were $0.1 million and $0.1 million, respectively.~~

~~Adjusted operating income~~

~~Adjusted operating~~ ~~income~~ ~~was $14.2 million for the three~~six months ended June 30, 2019, an increase of ~~$0.1~~$1.7 million, or ~~0.8% from~~7.6%. The increase in net income is due to a reduction of other expense which includes $7.2 million of payments made to our former CEO for termination of service as CEO and his service as Executive Chairman in the ~~adjusted operating income of $14.1~~prior period, partially offset by the reduction in underwriting profit driven by reduced net earned premium.

Premiums

GWP were $400.2 million for the ~~three~~six months ended June 30, ~~2018.~~

~~Adjusted operating return on equity~~

~~Our adjusted operating return on equity~~ ~~was 12.8%~~2020 compared to $490.9 million for the ~~three~~ six months ended June 30, 2019, a decrease of 2.6 percentage points from 15.4% for the three months ended June 30, 2018 primarily due to the increase in stockholders’ equity from $368.9 million in the second quarter of 2018 to $459.0 million in the second quarter of 2019.

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~~Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018~~

~~The following table summarizes the results of continuing operations for the six months ended June 30, 2019 and 2018:~~

Six Months Ended June 30

Change
($ in thousands)

2019

2018

$

Percent
GWP

$
490,870

$
471,975

$
18,895

4.0%
Ceded written premiums

(70,400)

2,412

(72,812)

(3018.7%)
Net written premiums

$
420,470

$
474,387

$
(53,917)

(11.4%)

Net earned premiums

$
398,088

$
350,579

$
47,509

13.6%
Losses and LAE:

245,448

211,787

33,661

15.9%
Underwriting, acquisition and insurance expenses

145,328

131,726

13,602

10.3%
Underwriting income(1)

7,312

7,066

246

3.5%
Interest and other expenses, net

13,489

5,779

7,710

133.4%
Net investment income

34,556

29,257

5,299

18.1%
Net investment gains

250

399

(149)

(37.3%)
Income before taxes

28,629

30,943

(2,314)

(7.5%)
Income tax expense

6,238

6,281

(43)

(0.7%)
Net income from continuing operations

$
22,391

$
24,662

$
(2,271)

(9.2%)
Adjusted operating income(1)

$
27,858

$
24,347

$
3,511

14.4%

Adjusted operating return on equity(1)

13.1%

13.1%

Return on equity

10.6%

13.2%

Loss and LAE ratio:

61.7%

60.4%

Loss and LAE ratio –  excluding catastrophe

60.9%

60.4%

Loss and LAE ratio –  Catastrophe

0.8%

–

Expense ratio

36.5%

37.6%

Combined ratio

98.2%

98.0%

Adjusted loss and LAE ratio(2)

61.1%

60.4%

Adjusted loss and LAE ratio – excluding catastrophe

60.3%

60.4%

Adjusted loss and LAE ratio – Catastrophe

0.8%

–

Adjusted expense ratio(2)

37.1%

37.4%

Adjusted combined ratio(2)

98.2%

97.8%

⁽¹⁾

Underwriting income, adjusted operating income and adjusted operating return on equity are non-GAAP financial measures. See “—Reconciliation of Non-GAAP Financial Measures” for reconciliations of net income in accordance with GAAP to underwriting income and adjusted operating income.

⁽²⁾

~~Net Income~~

~~Net income was~~ ~~$22.4 million~~ ~~for the six months ended June 30, 2019 compared to $24.7 million for the six months ended June 30, 2018, a decrease~~ ~~of $2.3~~$90.7 million, or ~~9.2%~~18.5%.The decrease in net income primarily resulted from an increase in other expenses of $7.2 million due to costs associated with the transition of our former Chief Executive Officer, partially offset by an increase in net investment income of $5.3 million.

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~~Premiums~~

~~GWP were~~ ~~$490.9 million~~ ~~for the six months ended June 30, 2019 compared~~ ~~to $472.0 million~~ ~~for the six months ended June 30, 2018, an increase~~ ~~of $18.9 million, or 4.0%.~~

The following table presents the GWP by customer segment for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


($ in millions)	Six Months Ended June 30
Customer Segment	2020		2019		% Change
Construction	$	52.2	$	55.8	(6.5)	%
Consumer Services		71.3		65.4	9.0
Marine and Energy		59.6		45.5	31.0
Media and Entertainment		47.9		62.1	(22.9)
Professional Services		61.6		58.7	4.9
Real Estate		80.5		75.3	6.9
Sports		14.3		14.7	(2.7)
Transportation		9.1		49.7	(81.7)
Customer segments subtotal		396.5		427.2	(7.2)
Other		3.7		63.7	(94.2)
Total	$	400.2	$	490.9	(18.5)	%

($ in millions)

Six Months Ended June 30

Customer Segment

2019

2018

% Change

Construction

$
55.8

$
49.5

12.7%

Consumer Services

65.4

50.3

30.0%

Marine and Energy

36.8

34.2

7.6%

Media and Entertainment

76.8

78.2

(1.8%)

Professional Services

58.7

57.5

2.1%

Real Estate

75.3

72.0

4.6%

Transportation

57.5

50.4

14.1%

Customer segments subtotal

$
426.3

$
392.1

8.7%

Other

64.6

79.9

(19.1%)

Total GWP

$
490.9

$
472.0

4.0%

~~Premium growth~~GWP from customer segments (excluding GWP within “Other”) for the six months ended June 30, ~~2019 was~~2020 contracted by 7.2% primarily due to endorsement transactions within the Transportation customer segment due to exposure reductions driven by ~~increases~~the COVID-19 pandemic in ~~new business~~the second quarter of 2020. The contraction was also significant within the Media and ~~premium retention within previously existing niches. Excluding~~Entertainment customer segment due to a reduction in insured exposure due to COVID-19 during the ~~decline~~second quarter of ~~GWP within “Other,” premiums for the six months ended June 30, 2019 increased 8.7% compared to the six months ended June 30, 2018.~~ 2020.

The changes in GWP were most notable in the following customer segments and niches:

●

~~Consumer Services~~Transportation GWP ~~increased~~contracted by ~~30.0%~~81.7% to ~~$65.4 million for~~ ~~the six months ended June 30, 2019 compared to $50.3~~$9.1 million for the six months ended June 30, 2018. The premium growth is due to increases in the Auto Dealers niche, addition of the Parking Facilities niche, and partially offset by declines in premium within the Professional Employer Organizations and Social Services niches. Auto Dealers increased $16.4 million during the six months of 2019 when2020 compared to the six months of 2018 primarily related to new business. Parking Facilities generated $6.6 million in premium in the six months ended June 30, 2019. For the Professional Employer Organization and Social Services niches, premiums declined by $4.7 million and $3.0 million, respectively, during the first six months of 2019 when compared to the first six months of 2018, respectively. New business growth and renewal premium retention were limited by unfavorable pricing conditions in primary workers compensation.

~~Transportation GWP increased by 14.1% to $57.5~~$49.7 million for the six months ended June 30, ~~2019 compared~~2019. The premium contraction is driven by exposure reductions as well as reduced renewal and new business opportunities due to ~~$50.4~~COVID-19. Negative premium endorsements of due to exposure reductions of $12.6 million for School Bus, $7.0 million for Taxis, and $3.0 million for Charter Bus niches were processed during the second quarter of 2020, to provide immediate relief to our insureds and align premium with exposures.

●

Media and Entertainment GWP contracted by 22.9% to $47.9 million for the six months ended June 30, ~~2018. Most of the premium growth for the six months ended June 30, 2019 when~~2020 compared to six months ended June 30, 2018 is due to Taxi and Charter Bus niches of $3.7 million and $3.0 million, respectively, primarily due to new business and rate increases of 10.6% across the customer segment also contributed to the growth during the six months ended June 30, 2019.

~~Construction GWP increased by 12.7% to~~ ~~$55.8 million for~~ ~~the six months ended June 30, 2019 compared to $49.5~~$62.1 million for the six months ended June 30, ~~2018.~~ 2019. The premium ~~growth~~contraction is driven by exposure reductions due to ~~increases in the Federal Contractors~~COVID-19 and ~~Marine Contractors niches. Federal Contractors increased $2.8 million~~reduced renewal and new business opportunities during the ~~six months~~second quarter of ~~2019 when compared~~2020 in both the Live Entertainment and Film niches.

●

Marine and Energy GWP grew by 31.0% to ~~the six months of 2018, due to new business of $1.6 million and premium retention of $1.2 million. Marine Contractors increased $2.2~~$59.6 million for the six months ended June 30, ~~2019 when~~2020 compared to ~~the six months ended June 2018 primarily due to increased renewal premium retention of $1.8 million.~~

~~Other GWP decreased by 19.1% to $64.6~~$45.5 million for the six months ended June 30, ~~2019 compared~~2019. The premium growth is primarily due to ~~$79.9 million for~~new business within the ~~six months ended June 30, 2018. The decline~~Propane and Fuel Dealers niche and increased renewal premium in ~~premium during the first six months of 2019~~

Solar Contractors and Marine & Excess Energy niches.

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~~when compared to the first six months of 2018 was driven by a decline in excess workers compensation, following the acquisition of our distribution partner, Midlands, in early 2019.~~

Net written premiums decreased by ~~$53.9~~$73.7 million, or ~~11.4%~~17.5%, to $346.8 million for the six months ended June 30, 2020 from $420.5 million for the six months ended June 30, 2019. The reduction in net written premiums was directly related to the contraction in GWP.

Net earned premiums decreased by $10.8 million, or 2.7%, to $387.3 million for the six months ended June 30, 2020 from $398.1 million for the six months ended June 30, 2019. The decrease in net earned premiums was directly related to the contraction in net written premiums during the first half of 2020, which includes the impact of non-recurring net earned premiums of $39.9 million from the exit of excess workers’ compensation.

Loss and LAE Ratio

Our loss and LAE ratio was 62.0% for the six months ended June 30, 2020 compared to 61.7% for the six months ended June 30, 2019. For the six months ended June 30, 2020, our reserve for unpaid losses and loss adjustment expenses for accident years 2019 and prior developed unfavorably by $0.5 million driven by $12.1 million unfavorable development in General Liability and $4.3 million unfavorable development in Commercial Multiple Peril offset by $8.3 million favorable development in Workers’ Compensation, $5.2 million in Commercial Auto and $2.4 million favorable development in All Other lines. In addition, the Company incurred $11.7 million of losses and loss adjustment expenses related to premium adjustments earned during the six months ended June 30, 2020 attributable to prior accident years 2019 and 2018. Catastrophe losses of $3.6 million for the six months ended June 30, 2020 were driven by civil unrest in various cities across the U.S. during the second quarter, adding 0.9 points to the current accident year loss ratio compared to catastrophe losses of $3.0 million for the six months ended June 30, 2019, ~~from $474.4 million~~ ~~for~~driven by weather related events in the ~~six months ended June 30, 2018. The decrease in net written premiums was directly related~~second quarter of 2019, which added 0.8 points to the ~~termination~~current accident year loss ratio of the ~~WAQS in 2018.~~ ~~Our net retention ratio was 85.7% and 100.5% for the six months ended June 30~~, 2019 and 2018, respectively. Excluding the effects of the WAQS, net written premiums for the six months ended June 30, 2019 increased by $14.9 million, or 3.7%, to $420.5 million for the six months ended June 30, 2019 from $405.6 million for the six months ended June 30, 2018 primarily related to the growth in GWP in 2019. ~~Our net retention ratio was 85.7% and 85.9% for the six months ended June 30, 2019 and 2018, respectively~~

~~Net earned premiums increased~~ by $47.5 million, or 13.6%, to $398.1 million for the six months ended June 30, 2019 from $350.6 million for the six months ended June 30, 2018. The increase in net earned premiums for the first six months of 2019 compared to the first six months of 2018 was due to the to the growth in written premium in 2019, and due to the termination of the WAQS in 2018. ~~Excluding the effects of the WAQS, net earned premiums for the six months ended June 30, 2019 were~~ ~~$398.1 million, an increase of 9.0% from~~ ~~the six months ended June 30, 2018 of $365.1 million.~~

~~Loss and LAE ratio~~

~~Our loss and LAE ratio~~ ~~was 61.7%~~ for the six months ended June 30, 2019 compared to 60.4% for the six months ended June 30, 2018. Included within the loss and LAE ratio of 61.7% is a catastrophe loss of $3.0 million, or 0.8%, from one tornado event in the first six months of 2019 compared to no catastrophes in the first six months of 2018.

~~For the six months ended June 30, 2019, we incurred favorable~~ prior period development of $3.1 million as compared to favorable development of $2.6 million for the first six months ended June 30, 2018 due to favorable development in primary workers compensation and commercial auto, partially offset by unfavorable development in general liability.period.

The following tables summarize the effect of the factors indicated above on the loss and LAE ratios and adjusted loss and LAE ratios for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


	Six Months Ended June 30
	2019			2018
			% of Earned			% of Earned

							Six Months Ended June 30
							2020				2019
									% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums	Losses and LAE		Premiums	Losses and LAE		Premiums		Losses and LAE		Premiums


Loss and LAE:
Current accident year – excluding catastrophe	$	245,576	61.7%	$	214,392	61.2%	$	235,889	60.9	%	$	245,576	61.7
Current accident year – catastrophe losses(1)		3,000	0.8%		—	0.0%		3,633	0.9			3,000	0.8
Effect of prior year development		(3,128)	(0.8%)		(2,605)	(0.8%)		508	0.2			(3,128)	(0.8)
Total	$	245,448	61.7%	$	211,787	60.4%	$	240,030	62.0	%	$	245,448	61.7


	Six Months Ended June 30
	2019			2018
			% of Earned			% of Earned

							Six Months Ended June 30
							2020				2019
									% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums	Losses and LAE		Premiums	Losses and LAE		Premiums		Losses and LAE		Premiums
Adjusted loss and LAE:
Current accident year – excluding catastrophe	$	245,576	61.7%	$	222,940	61.1%	$	235,889	60.9	%	$	245,576	61.7
Current accident year – catastrophe losses(1)		3,000	0.8%		—	-		3,633	0.9			3,000	0.8
Effect of prior year development		(5,335)	(1.4%)		(2,605)	(0.7%)		508	0.2			(5,335)	(1.4)
Total	$	243,241	61.1%	$	220,335	60.4%	$	240,030	62.0	%	$	243,241	61.1

(1)

Catastrophe losses are any one claim, or group of claims, equal or greater than $1.0 million related to a single PCS designated catastrophe event. PCS is Property Claim Services, a Verisk company. PCS has defined catastrophes in the United States, Puerto Rico, and the U.S. Virgin Islands as events that cause $25.0 million or more in direct insured losses to property and affect a significant number of policyholders and insurers.

Expense Ratio

~~Expense ratio~~

Our expense ratio was ~~36.5%~~36.7% for the six months ended June 30, ~~2019~~2020 compared to ~~37.6%~~36.5% for the six months ended June 30, ~~2018.~~2019. The ~~decrease~~increase in the expense ratio ~~was~~is driven primarily by the impact of the WAQS in 2019 and $2.5 million of increased credit allowance related to premium ~~growth in excess of expense growth and due~~collections impacted by COVID-19.

3941

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to the effect of the WAQS. The effect of WAQS resulted in a 0.8 percentage points improvement in the underwriting, acquisition and insurance expense ratio. Excluding the impact of the WAQS our expense ratio was 37.1% and 37.4% for the six months ended June 30, 2019 and June 30, 2018, respectively.

The following table summarizes the components of the expense ratio for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


	Six Months Ended June 30
	2019			2018
			% of Earned			% of Earned

							Six Months Ended June 30
							2020				2019
									% of Earned				% of Earned
($ in thousands)	Expenses		Premiums	Expenses		Premiums	Expenses		Premiums		Expenses		Premiums
Underwriting, acquisition and insurance expenses:
Policy acquisition expenses, net of ceded reinsurance	$	94,311	23.7%	$	86,530	23.7%	$	89,019	23.0	%	$	94,311	23.7	%
Underwriting and insurance expenses		53,222	13.4%		50,102	13.7%		53,052	13.7			53,222	13.4
Underwriting, acquisition and insurance expenses(1)		147,533	37.1%		136,632	37.4%		142,071	36.7			147,533	37.1
Effect of WAQS(1)		(2,205)	(0.6%)		(4,906)	0.2%		—	—			(2,205)	(0.6)
Total underwriting, acquisition and insurance expenses	$	145,328	36.5%	$	131,726	37.6%	$	142,071	36.7	%	$	145,328	36.5	%

(1)

⁽¹⁾

Total underwriting, acquisition and insurance expenses and the effect of the WAQS are calculated based on the net earned premiums including the effects of the WAQS for ~~the~~ six months ended June 30, ~~2019~~2020 and ~~2018.~~

2019.

Underwriting ~~income~~Income

Underwriting income was $5.2 million for the six months ended June 30, 2020 compared to $7.3 million for the six months ended June 30, 2019, ~~compared to $7.1~~a decrease of $2.1 million, or 29.0%. The decrease in underwriting income is primarily due the reduction in net earned premium.

Combined Ratio

Our combined ratio and adjusted combined ratio were 98.7% forthe six months ended June 30, ~~2018, an increase of $0.2 million, or 3.5%.~~

~~Combined ratio~~

2020 compared ~~Our combined ratio~~ ~~was~~to 98.2% for the six months ended June 30, ~~2019 compared~~ 2019.

Investing Results

Our net investment income decreased by 5.6% to ~~98.0% for~~ ~~the six months ended June 30,~~ ~~2018. Our adjusted combined ratio~~ ~~was 98.2% for the~~ ~~six months ended June 30, 2019 compared~~ ~~to 97.8%~~$32.6 million for the six months ended June 30, ~~2018.~~

~~Investing results~~

~~Our net investment income increased by 18.1% to~~2020 from $34.6 million for the six months ended June 30, ~~2019 from $29.3 million for the six months ended June 30, 2018.~~ 2019. The ~~increase~~decrease in net investment income is primarily due ~~to an increase~~lower net investment yields in the ~~amount of invested assets.~~ current year. Net investment yield ~~increased by 0.1 percentage points to 3.6%~~was 3.0% for the six months ended June 30, ~~2019 compared to~~2020 and 3.5% for the six months ended June 30, ~~2018. Gross~~2019. Realized investment ~~income increased by 19.0% to $35.6~~gains, net, includes a $1.9 million credit loss allowance for fixed maturity securities for the six months ended June 30, ~~2019 compared to $29.9 million for the six months ended June 30, 2018.~~ 2020.

The weighted average duration of our fixed ~~income~~maturity portfolio, including cash equivalents, was ~~2.9~~4.5 years at June 30, ~~2019~~2020 and ~~3.5~~2.9 years at June 30, ~~2018.~~

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2019.

The following table summarizes the components of net investment income and net investment gains for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


	Six Months Ended June 30

							Six Months Ended June 30
($ in thousands)	2019		2018		$ Change		2020		2019		$ Change
Interest from securities	$	32,650	$	26,408	$	6,242
Fixed maturity securities							$	32,131	$	32,650	$	(519)
Other investments		2,953		3,513		(560)		1,800		2,953		(1,153)
Gross investment income		35,603		29,921		5,682		33,931		35,603		(1,672)
Investment expenses		(1,047)		(664)		(383)		(1,325)		(1,047)		(278)
Net investment income		34,556		29,257		5,299		32,606		34,556		(1,950)
Net realized investment gains		250		399		(149)
Realized investment gains, net								2,123		250		1,873
Total	$	34,806	$	29,656	$	5,150	$	34,729	$	34,806	$	(77)
Average cash and invested assets	$	1,943,087	$	1,667,962	$	275,125	$	2,210,278	$	1,965,651	$	244,627

Interest and ~~other expenses~~Other Expenses, Net

Our interest and other expenses ~~increased~~decreased by ~~$7.7~~$4.4 million to $9.1 million for the six months ended June 30, 2020 compared to $13.5 million for the six months ended June 30, ~~2019 compared to $5.8 million for the six months ended June 30, 2018.~~2019. The ~~increase~~decrease is primarily driven by ~~other expenses of~~ $7.2 million ~~due~~of

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payments made to ~~costs associated with the transition of~~ our former ~~Chief~~CEO for termination of services as CEO and his service as Executive ~~Officer.~~Chairman in the prior period.

Income ~~tax expense~~Tax Expense

Our effective tax rate for the six months ended June 30, 2020 and 2019 was 21.9% and 21.8% ~~compared to 20.3% for the six months ended June 30, 2018.~~ , respectively. The increase in the effective tax rate in ~~2019~~the six months ended June 30, 2020 compared to the same period in ~~2018~~2019 was primarily due to the tax effect of ~~state income taxes.~~ share-based compensation.

Our income tax ~~payments~~expense was $6.7 million and $6.2 million for the periods ended June 30, 2020 and 2019, respectively. The increase is due to the increase in income before income taxes compared to the same period in 2019.

Adjusted Operating Income

Adjusted operating income was $24.9 million for the six months ended June 30, ~~2019 and 2018 were $0.1~~2020, a decrease of $3.0 million, ~~and $0.1 million, respectively.~~

~~Adjusted~~or 10.7% from the adjusted operating income

~~Adjusted operating~~ ~~income~~ ~~was~~ of $27.9 million for the six months ended June 30, ~~2019, an increase of $3.5 million, or 14.4% from the~~2019.

Adjusted Operating Return on Equity

Our adjusted operating ~~income of $24.3 million~~return on equity was 8.8% for the six months ended June 30, ~~2018. The increase in adjusted operating income~~2020, a decrease of 4.3% percentage points from 13.1% for the six months ended June 30, 2019 ~~was~~ primarily ~~related~~due to the increase in ~~underwriting income and net investment income~~average book value following our raise of ~~$0.2 million and $5.3 million, respectively.~~

~~Adjusted operating return on~~primary equity

~~Our~~ during our initial public offering in 2019 combined with the decrease in adjusted operating ~~return on equity~~ ~~was 13.1% for the~~ ~~six months ended June 30, 2019, and 13.1% for the six months ended June 30, 2018.~~income.

Liquidity and Capital Resources

Sources and Uses of Funds

We are organized as a holding company with our operations primarily conducted by our wholly owned insurance subsidiaries, New York Marine and Gotham, which are domiciled in New York, and Southwest Marine, which is domiciled in Arizona. Accordingly, the holding company may receive cash through ~~(1)~~(i) loans from banks, ~~(2)~~(ii) draws on a revolving loan agreement, ~~(3)~~(iii) issuance of equity and debt securities, ~~(4)~~(iv) corporate service fees from our operating subsidiaries, ~~(5)~~(v) payments from our subsidiaries pursuant to our consolidated tax allocation agreement and other transactions and ~~(6)~~(vi) subject to certain limitations discussed below, dividends from our insurance subsidiaries. We also may use the proceeds from these sources to contribute funds to the insurance subsidiaries in order to support premium growth, reduce our reliance on reinsurance, and pay dividends and taxes and for other business purposes.

We receive corporate service fees from the operating subsidiaries to reimburse us for most of the operating expenses that we incur. Reimbursement of expenses through corporate service fees is based on the actual costs that we expect to incur with no mark-up above our expected costs.

~~Table~~Our outstanding $140.0 million aggregate principal amount of ~~Contents~~

7.5% Senior Unsecured Notes and $25.0 million aggregate principal amount of 6.5% Senior Notes (collectively, the “Notes”) mature in November 2020.

Management believes that the Company has sufficient liquidity available to meet its operating cash needs and obligations and committed capital expenditures for the next 12 months.

Credit Agreement

On June 12, 2020 (the “Effective Date”), we entered into a credit agreement (the “Credit Agreement”) with certain lenders and Truist Bank, N.A., as administrative agent (“Truist”), providing for a $165.0 million delayed draw term loan facility (the “Term Loan Facility”). Borrowings under the Term Loan Facility will be used to refinance the Notes at

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maturity. The Credit Agreement includes a letter of credit sub-limit of up to $5.0 million and a swingline loan sub-limit of up to $5.0 million. Further, the Credit Agreement provided for an uncommitted revolving loan facility (the “Revolving Credit Facility”) in an initial aggregate amount of $35.0 million, which subsequently became committed and increased to an aggregate of $65.0 million pursuant to the Incremental Agreement (defined below). At our option, borrowings under the Term Loan Facility and the Revolving Credit Facility would be (i) a “Base Rate Borrowing” which would bear interest at the Base Rate (as defined below) plus the Applicable Margin (as described below), or (ii) an “Eurodollar Borrowing” which would bear interest at the Adjusted LIBO Rate (defined as reserve-adjusted LIBOR, subject to a floor of 0.75%), for periods of one, two, three or six months, plus the Applicable Margin. The Base Rate is the highest of (a) the rate of interest announced publicly by Truist as its prime lending rate, (b) 0.5% above the federal funds rate, (c) the Adjusted LIBO Rate determined on a daily basis for a one-month period (subject to a floor of 0.75%) plus 1.00%, and (d) zero percent. The Applicable Margin for a Eurodollar Borrowing will range from 2.00% to 3.25% per annum based upon ProSight’s Debt to Capitalization Ratio (as defined in the Credit Agreement) in effect on such date. The Applicable Margin for Base Rate Borrowings is 100 basis points lower than the Applicable Margin for Eurodollar Borrowings. The initial Applicable Margin was 3.00% and applied from the Effective Date until the date of the filing of this Quarterly Report. Following such date, the Applicable Margin will be determined as set forth above.

We agreed to pay a ticking fee with respect to the undrawn portion of the commitments for the Term Loan Facility, ranging from 0.20% to 0.30% per annum based upon our Debt to Capitalization Ratio (as defined in the Credit Agreement) in effect on such date. We also agreed to pay a commitment fee on the unused portion of the Revolving Credit Facility, ranging from 0.20% to 0.30% per annum and determined in the same way as ticking fee with respect to the Term Loan Facility. The initial ticking fee and commitment fee (if applicable) were 0.30% and applied from the Effective Date until the date of the filing of this Form 10-Q. Following such date, the ticking fee and the commitment fee will be determined as set forth above.

As a condition precedent to entry into the Credit Agreement, we terminated our amended and restated revolving loan agreement, dated as of March 15, 2019, with Citizens Bank, N.A. (“Citizens”), which had previously provided for a $50.0 million revolving credit facility. No amounts were outstanding at termination.

As of June 30, 2020, there were no amounts outstanding under the Credit Agreement.

Revolving Credit Facility

On June 30, 2020, we entered into an incremental facility agreement and amendment (the “Incremental Agreement”) with certain lenders and Truist as administrative agent. The Incremental Agreement supplemented the Credit Agreement by obtaining from lenders commitments with respect to the Revolving Credit Facility provided for under the Credit Agreement, and increasing the Revolving Credit Facility from $35.0 million as stated in the Credit Agreement to an aggregate amount of $65.0 million.

The Revolving Credit Facility may be used for general corporate purposes, including, without limitation, to support business growth and to provide additional liquidity if needed. As of June 30, 2020, there were no amounts outstanding under the Revolving Credit Facility, however, subsequent to the quarter, we drew $5.0 million and $30.0 million under the Revolving Credit Facility on July 14, 2020 and August 3, 2020, respectively.

Master Lease Agreement

On June 26, 2020, we sold certain assets, in exchange for approximately $24.9 million of proceeds and agreed to lease such assets back from Citizens in exchange for monthly payments bearing interest at 4.83%. The lease expires on July 1, 2025, on which date we will repurchase the assets from Citizens for one dollar. This transaction is treated as a secured loan payable under U.S. GAAP. For a discussion of the secured loan payable, see Note 14. Debt – Recent Financing Transactions – Secured Loan Payable.

Cash Flows

~~Our~~The most significant source of cash for our operating subsidiaries is from premiums received from our insureds, which, for most policies, we receive at the beginning of the coverage period, and net of the related commission amount for the policies. Our most significant cash outflow is for claims that arise when a policyholder incurs an insured loss. ~~Because the payment~~We

Table of ~~claims occurs after the receipt of the premium, often years later, we invest the cash in various investment securities that generally earn interest and dividends. We~~ Contents

also use cash to pay for operating expenses such as salaries, rent and taxes and capital expenditures such as technology systems. Because the payment of claims occurs well after the receipt of the premium, we invest the cash in various investment securities that generally earn interest and dividends. The operating subsidiaries’ investment portfolios represent an additional source of liquidity that could be accessed if needed. As described under “—Reinsurance” below, we use reinsurance to manage the risk that we take on our policies. We cede, or pay out, part of the premiums we receive to our reinsurers and collect cash back when losses subject to our reinsurance coverage are paid.

The casualty-focused nature of our products, and limited property exposures, ~~enabled~~typically allow us to generate significant ~~and increasing~~ operating cash ~~flow generation. The timing of our cash flows from operating activities can vary among periods due to the timing by which payments are made or received.~~flow. Some of our payments and receipts, including loss settlements and subsequent reinsurance receipts, can be significant, and as a result their timing can influence cash flows from operating activities in any given period. Management believes that cash receipts from premiums, proceeds from investment sales and maturities, and investment income are sufficient to cover cash outflows in the foreseeable future.

Our cash flows for the six months ended June 30, ~~2019~~2020 and ~~2018~~2019 were:


	Six Months Ended June 30

					Six Months Ended June 30
					2020		2019
	2019		2018
($ in thousands)
Cash and cash equivalents provided by (used in):
Operating activities	$	159,341	$	133,447	$	93,947	$	159,341
Investing activities		(146,694)		(155,942)		(82,778)		(146,694)
Financing activities		—		—		22,685		—
Effect of exchange rate differences on cash		—		—
Change in cash and cash equivalents	$	12,647	$	(22,495)
Net change in cash and cash equivalents					$	33,854	$	12,647

The ~~increase~~decrease in cash provided by operating activities for the six months ended June 30, ~~2019,~~2020, compared to the six months ended June 30, ~~2018,~~2019, was largely driven by ~~the~~ timing of ~~reinsurance activity.~~claim payments and premium collection declines due to COVID-19. Cash used in investing activities is primarily funded by cash flow from operations. The decrease in cash used in investing activities for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, primarily reflected the amount of operating funds available for investment in the current quarter. The increase in cash provided by financing activities for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, was primarily due to the issuance of the $24.9 million secured loan in June 2020, offset partly by cash outflows related to stock compensation plans in the current quarter.

Reinsurance

We actively use ceded reinsurance across our book of business to reduce our overall risk position and to protect our capital. Reinsurance involves a primary insurance company transferring, or “ceding”, a portion of its premium and losses in order to limit its exposure. The ceding of liability to a reinsurer does not relieve the obligation of the primary insurance to the policyholder. The primary insurer remains liable for the entire loss if the reinsurer fails to meet its obligations under the reinsurance agreement. Our reinsurance isagreements are primarily contracted under excess of loss agreements. In excess of loss reinsurance, the reinsurer agrees to assume all or a portion of the ceding company’s losses, in excess of a specified amount. In excess of loss reinsurance, the premium payable to the reinsurer is negotiated by the parties based on their assessment of the amount of risk being ceded to the reinsurer because the reinsurer does not share proportionately in the ceding company’s losses.

We use quota share and facultative ~~reinsurance in selected niches, on a limited basis.~~reinsurance. In quota share reinsurance, the reinsurer agrees to assume a specified percentage of the ceding company’s losses arising out of a defined class of business in exchange for a corresponding percentage of premiums, net of a ceding commission. Facultative coverage refers to a reinsurance contract on individual risks as opposed to a group or class of business. It is used for a variety of reasons, including supplementing the limits provided by the treaty coverage or covering risks or perils excluded from treaty reinsurance.

Our largest quota share reinsurance agreements were the WAQS. In connection with the divestment of our U.K. business, New York Marine as reinsured entered into the WAQS with third party reinsurers to maintain reasonable underwriting leverage within New York Marine and its subsidiary insurance companies during a transition period following the U.K. divestment. During 2018, and following the transition of the U.S. business back to New York Marine, the WAQS were terminated. Effective January 1, 2020, the WAQS were commuted.

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The following is a summary of our significant in-force excess of loss reinsurance programs as of June 30, ~~2019:~~2020:


Line of Business Covered
~~Line of Business Covered~~		Reinsurance Coverage
Property - per risk		$37.0 million excess of $3.0 million
Property - catastrophe		$195.0 million excess of $5.0 million
Casualty - 77% placed; 22.5% co-participation		~~General Liability: $3.0~~Supported Umbrella: $6.0 million excess of ~~$2.0~~$4.0 million ~~Supported~~ Unsupported Umbrella: ~~$9.0~~$5.0 million excess of ~~$1.0~~$5.0 million ~~Unsupported Umbrella: $8.0~~ Professional Liability: $5.0 million excess of ~~$2.0~~$5.0 million
Primary ~~Workers~~Workers' Compensation		$37.0 million excess of $3.0 million
~~Excess Workers Compensation~~Marine		$~~95.0 million excess of $5.0 million~~
~~Marine~~		~~$42.5~~45.0 million excess of $2.5 million

(1)

⁽¹⁾

Our excess of loss reinsurance reduces the financial impact of a loss occurrence. Our excess of loss reinsurance includes reinstatement provisions, inuring relationships, and other clauses that may impact the amount recovered on a loss occurrence.

At each annual renewal, we consider any plans to change the underlying insurance coverage we offer, as well as updated loss activity, the level of our capital and surplus, changes in our risk appetite and the cost and availability of reinsurance treaties.

Reinsurance contracts do not relieve us from our obligations to policyholders. Failure of the reinsurer to honor its obligations could result in losses to us, and therefore, we establish allowances for amounts considered uncollectible. ~~At each~~The allowance related to credit default with respect to our reinsurance assets as of June 30, 2020 and December 31, 2019 ~~and 2018 the allowance for uncollectible reinsurance~~ was ~~$7.2~~$0.7 million and ~~$5.5~~$0.5 million respectively. In formulating our reinsurance programs, we are selective in our choice of reinsurers and we consider numerous factors, the most important of which are the financial stability of the reinsurer, its history of responding to claims and its overall reputation. In an effort to minimize our exposure to the insolvency of our reinsurers, we review the financial condition of each reinsurer annually. In addition, we continually monitor for rating downgrades involving any of our reinsurers. At June 30, 2019, all reinsurance contracts that our insurance subsidiary was a party to were with companies with A.M. Best ratings of "A-" (Excellent) or better. The remaining reinsurance recoverable with non rated reinsurers is collateralized through funds held and letters of credit.

Ratings

ProSight and its insurance subsidiaries have a financial strength rating of “A-” (Excellent) from A.M. Best. A.M. Best assigns 16 ratings to insurance companies, which currently range from “A++” (Superior) to “F” (In Liquidation). The “A-” (Excellent) rating is assigned to insurers that have, in A.M. Best’s opinion, an excellent ability to meet their ongoing obligations to policyholders. This rating is intended to provide an independent opinion of an insurer’s ability to meet its obligation to policyholders and is not an evaluation directed at investors. See also “Risk Factors—Risks Related to Our Business—A downgrade in our Financial Strength Ratings (“FSRs”) from A.M. Best could negatively affect our results of operations.”

The financial strength ratings assigned by A.M. Best have an impact on the ability of the insurance subsidiaries to attract and retain our distribution partners and on the risk profiles of the submissions for insurance that the insurance subsidiaries receive. The “A-” (Excellent) rating affirmed by A.M. Best on November ~~1, 2018~~22, 2019 is consistent with our business plan and allows us to actively pursue relationships with the distribution partners identified in our marketing plan.

~~Table of Contents~~

Financial Condition

Stockholders’ ~~equity~~Equity

At June 30, ~~2019,~~2020, total stockholders’ equity was ~~$459.0~~$586.1 million and tangible stockholders’ equity was ~~$429.7~~$556.9 million, compared to total stockholders’ equity of ~~$389.8~~$543.0 million and tangible stockholders’ equity of ~~$360.6~~$513.8 million at December 31, ~~2018.~~2019. The increase in both total and tangible stockholders’ equity was primarily due to net income from continuing operations of $24.1 million and net unrealized gains on investment securities, net of ~~$51.2 million and net income~~tax of ~~$22.4~~$15.3 million, for the six months ended June 30, ~~2019.~~2020.

Tangible stockholders’ equity is a non-GAAP financial measure. We define tangible stockholders’ equity as stockholders’ equity less goodwill and intangible assets. Our definition of tangible stockholders’ equity may not be comparable to that of other companies, and it should not be viewed as a substitute for stockholders’ equity calculated in accordance with GAAP. We use tangible stockholders’ equity internally to evaluate the strength of our balance sheet and to compare returns relative to this measure.

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Stockholders’ equity at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 reconciles to tangible stockholders’ equity as follows:



					June 30, 2020		December 31, 2019
	June 30, 2019		December 31, 2018
($ in thousands)
Stockholders’ equity	$	458,950	$	389,830	$	586,100	$	543,031
Less: Intangible assets		29,204		29,219
Less: goodwill and net intangible assets						29,174		29,189
Tangible stockholders’ equity	$	429,746	$	360,611	$	556,926	$	513,842
Book value per share	$	11.81	$	10.03	$	13.52	$	12.61
Tangible book value per share	$	11.06	$	9.28	$	12.85	$	11.93

~~Initial Public Offering~~

On July 29, 2019, the Company completed its initial public offering (“IPO”) with the sale of 7,857,145 shares of the Company’s common stock, including the issuance and sale by the Company of 4,285,715 shares of the Company’s common stock and the sale by ProSight Parallel Investment LLC and ProSight Investment LLC (collectively, the “GS Investors”) and ProSight TPG, L.P., TPG PS 1, L.P., TPG PS 2, L.P., TPG PS 3, L.P. and TPG PS 4, L.P. (collectively the “TPG Investors” and together with the GS Investors, the “Principal Stockholders”) of 3,571,430 shares of the Company’s common stock.

~~2019 Equity Incentive Plan~~

In connection with, and prior to the completion of the IPO, PGHL’s Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”) was terminated. Immediately prior to the merger, all outstanding ~~P Shares granted under the 2010 Plan prior to the IPO, were cancelled, and all outstanding RSUs granted under the 2010 Plan converted into RSUs based on the shares of common stock of the Company~~.

On July 24, 2019, the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) became effective immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, performance shares, and units and other cash‑based or share‑based awards.

~~Table of Contents~~

~~The following is a summary of the post-offering compensation included in the 2019 Plan, including the number of common stock reserved to each award mentioned below:~~

~~(i)~~

~~(ii)~~

~~(iii)~~

~~250,000 founders grant awards in the form of time-vesting RSUs with a fair value of $3.5 million at grant date. These awards will cliff vest on the third anniversary of the grant date.~~

~~(iv)~~

~~(v)~~

~~668,135 RSUs initially granted under the 2010 Plan that were converted into RSUs based on shares of the Company’s common stock upon the consummation the merger.~~

~~2019 Employee Stock Purchase Plan~~

On July 24, 2019, the Company’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”) became effective immediately prior to the effectiveness of the registration statement filed in connection with the IPO. A ~~total of 1,000,000 shares of the Company’s common stock will be reserved and available for sale under the 2019 ESPP.~~

~~The compensation committee of the board of directors administers the 2019 ESPP and have full authority to interpret the terms of the 2019 ESPP.~~

~~Investment portfolio~~Portfolio

Our cash and invested assets consist of debt securities, cash and cash equivalents, short-term investments, commercial levered loans and alternative investments.

At June 30, ~~2019~~2020, the majority of the portfolio, or ~~$1.9~~$2.1 billion, was comprised of securities that are classified as available-for sale and carried at fair value with unrealized gains and losses on these securities, net of applicable taxes, reported as a separate component of accumulated other comprehensive ~~income.~~loss. Also included in our investments were ~~$190.4~~$240.1 million of alternative investments carried at fair value. Our securities, including cash equivalents, had a weighted average duration of ~~2.9~~4.5 years and an average rating of “A” at June 30, ~~2019. Our investment portfolio had a gross return of 3.7% at~~2020.

At June 30, 2020 and December 31, 2019, the cost and fair value on cash and invested assets were as follows:


	June 30, 2020						December 31, 2019
			Estimated		% of Total				Estimated Fair		% of Total Fair
	Cost		Fair Value		Fair Value		Cost		Value		Value

($ in thousands)
Fixed and floating rate securities	$	1,934,536	$	2,002,420	86.0	%	$	1,848,964	$	1,891,148	86.3	%
Alternate available-for-sale		168,453		160,360	6.9			150,439		149,534	6.8
Total fixed maturity securities		2,102,989		2,162,780	92.9			1,999,403		2,040,682	93.1
Other investments:
Commercial levered loans		13,463		12,628	0.5			14,069		13,950	0.6
Non-redeemable preferred stock securities		11,670		11,785	0.5			—		—	—
Limited partnerships and limited liability companies		79,717		79,717	3.4			66,660		66,660	3.0
Short-term investments		496		496	0.0			43,873		43,873	2.0
Total other investments		105,346		104,626	4.5			124,602		124,483	5.6
Total investments		2,208,335		2,267,406	97.4			2,124,005		2,165,165	98.7
Cash, cash equivalents, and restricted cash		60,603		60,603	2.6			27,497		27,497	1.3
Total	$	2,268,938	$	2,328,009	100.0	%	$	2,151,502	$	2,192,662	100.0	%

As of June 30, 2020, approximately 15.7% of our fixed maturity securities portfolio was comprised of investment securities that have a floating interest rate compared to ~~3.6% at June 30, 2018.~~

approximately 33.1%, as of December 31, 2019. Included in December 31, 2019, within our floating interest rate securities was 12.2% of total fair value that is no longer considered floating interest rate securities such as asset-backed securities, corporate securities, commercial mortgage-backed securities, agency residential mortgage-backed securities and non-agency residential mortgage-backed securities. These securities were reclassified by our new investment accounting service provider to fixed rate securities due to characteristics

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Table of Contents

~~At June 30, 2019 and December 31, 2018, the amortized cost and fair value on fixed-maturity~~that better align with coupon variability. Our floating rate securities ~~were~~are classified as ~~follows:~~

June 30, 2019

December 31, 2018

Estimated

% of Total

Estimated Fair

% of Total Fair

Amortized Cost

Fair Value

Fair Value

Amortized Cost

Value

Value

($ in thousands)










Fixed rate securities:

$
1,092,429

$
1,111,505

53.7
%

$
1,045,990

$
1,010,781

55.3
%
Floating rate securities:

631,504

644,466

31.8
%

554,626

556,104

30.4
%
Alternate available-for-sale:

131,227

128,018

6.2
%

129,139

126,497

6.9
%
Total Bonds

1,855,160

1,883,989

91.7
%

1,729,755

1,693,382

92.6
%
Other investments:







Commercial levered loans

16,549

16,168

0.8
%

16,915

15,858

0.9
%
Limited partnerships

62,351

62,351

3.0
%

53,432

53,432

2.9
%
Short-term investments

49,824

49,824

2.4
%

36,661

36,661

2.0
%
Cash and cash equivalents

43,170

43,170

2.1
%

29,900

29,900

1.6
%
Total other investments

171,894

171,513

8.3
%

136,908

135,851

7.4
%
Total Investments

$
2,027,054

$
2,055,502

100.0
%

$
1,866,663

$
1,829,233

100.0
%

having coupons that reset at a set schedule off of an index rate.

The table below presents the credit quality of total ~~bonds~~fixed maturity securities at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, as rated by Standard & Poor’s Financial Services, LLC (“Standard & Poor’s”) or Equivalent Designation:


	June 30, 2020				December 31, 2019
Standard & Poor’s or Equivalent Designation	Estimated Fair Value		% of Total		Estimated Fair Value		% of Total
($ in thousands)
AAA	$	205,898	9.5	%	$	219,696	10.8	%
AA		491,628	22.8			356,924	17.5
A		684,047	31.6			719,394	35.2
BBB		569,274	26.3			563,680	27.6
Below BBB/Not rated		211,933	9.8			180,988	8.9
Total	$	2,162,780	100.0	%	$	2,040,682	100.0	%

The table below presents the credit quality of total fixed maturity securities at June 30, 2020 and December 31, 2019, either rated below BBB or not rated by Standard & Poor’s and their National Association of Insurance Commissioners (“NAIC”) designation:

June 30, 2019

December 31, 2018

Standard & Poor’s or Equivalent Designation

Estimated Fair Value

% of Total


Estimated Fair Value

% of Total

($ in thousands)

AAA

$
207,318

11.0
%

$
172,575

10.2
%
AA

271,246

14.4
%

295,704

17.4
%
A

663,241

35.2
%

570,846

33.7
%
BBB

569,331

30.2
%

493,900

29.2
%
Below BBB/Not rated

172,853

9.2
%

160,357

9.5
%
Total

$
1,883,989

100.0
%

$
1,693,382

100.0
%


	June 30, 2020
	NAIC Designation (Estimated Fair Value)
Standard & Poor’s or Equivalent Designation	1		2		3		4		5		6		Total
($ in thousands)
BB	$	2,495	$	30,526	$	47,369	$	1,680	$	-	$	-	$	82,070
B		1,573		492		4,619		7,622		-		-		14,306
CCC		33,088		25		671		1,397		1,725		-		36,906
CC or lower		33,053		19,809		59		3,144		5		22,581		78,651
Total	$	70,209	$	50,852	$	52,718	$	13,843	$	1,730	$	22,581	$	211,933


	December 31, 2019
	NAIC Designation (Estimated Fair Value)
Standard & Poor’s or Equivalent Designation	1		2		3		4		5		6		Total
($ in thousands)
BB	$	11,533	$	-	$	60,917	$	2,516	$	-	$	-	$	74,966
B		698		-		111		12,691		-		-		13,500
CCC		33,893		-		-		-		-		-		33,893
CC or lower		35,590		32		-		-		-		23,007		58,629
Total	$	81,714	$	32	$	61,028	$	15,207	$	-	$	23,007	$	180,988

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The amortized cost and fair value of our ~~available-for-sale investments in~~ fixed maturity securities ~~presented~~ by contractual maturity are shown below as of June 30, ~~2019~~2020 and December 31, ~~2018, were as follows:~~2019.


		June 30, 2019					December 31, 2018
			Estimated		% of Fair				Estimated Fair

														June 30, 2020					December 31, 2019
															Estimated		% of Fair				Estimated Fair
													Amortized Cost		Fair Value		Value		Amortized Cost		Value		% of Fair Value
	Amortized Cost		Fair Value		Value		Amortized Cost		Value		% of Fair Value
($ in thousands)
Due in one year or less	$	85,287	$	85,352	4.5	%	$	82,048	$	81,553	4.8	%	$	107,187	$	108,224	5.0	%	$	99,035	$	99,326	4.9	%
Due after one year through five years		724,384		731,504	38.8	%		613,707		602,223	35.6	%		641,649		661,544	30.6			679,649		692,219	33.9
Due after five years through ten years		499,428		510,299	27.1	%		552,061		529,257	31.2	%		494,186		520,225	24.1			507,803		523,276	25.6
Due after ten years		84,243		83,261	4.4	%		81,993		75,810	4.5	%		254,703		264,008	12.2			151,105		153,790	7.5
Government agency securities														28,358		28,884	1.3			6,523		6,532	0.3
Asset-backed securities		86,573		87,554	4.7	%		82,603		83,581	4.9	%		49,723		48,731	2.3			73,068		73,582	3.6
Collateralized Loan Obligations		173,538		172,141	9.2	%		161,421		156,913	9.3	%
Commercial Mortgage Backed Securities		65,174		66,561	3.5	%		55,980		53,843	3.2	%
Residential Mortgage Backed Securities– non-agency		66,350		77,148	4.1	%		68,594		79,551	4.7	%
Residential Mortgage Backed Securities – agency		70,183		70,169	3.7	%		31,348		30,651	1.8	%
Collateralized loan obligations														175,687		168,521	7.8			181,704		179,549	8.8
Commercial mortgage-backed securities														99,218		103,477	4.8			95,810		97,526	4.8
Residential mortgage-backed securities – non-agency														115,588		118,860	5.5			62,343		71,610	3.5
Residential mortgage-backed securities – agency														136,690		140,306	6.5			142,363		143,272	7.0
Total fixed maturities	$	1,855,160	$	1,883,989	100.0	%	$	1,729,755	$	1,693,382	100.0	%	$	2,102,989	$	2,162,780	100.0	%	$	1,999,403	$	2,040,682	100.0	%

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, and the lenders may have the right to put the securities back to the borrower.

Restricted ~~investments~~Investments

In order to conduct business in certain states, we are required to maintain letters of credit or assets on deposit to support state-mandated insurance regulatory requirements and to comply with certain third-party agreements. Assets held on deposit or in trust accounts are primarily in the form of cash or certain high-grade securities.

The fair value of our restricted assets was ~~$569.6~~$630.2 million at June 30, ~~2019.~~2020. This includes ~~$124.4~~$151.8 million of funds in trust for the mutual benefit of our insurance companies due to participation in our intercompany pooling agreement. Restricted investments increased ~~4.1%~~9.0%, or ~~$22.5~~$52.3 million, when compared to December 31, ~~2018~~2019 primarily due to an increase in reinsurance collateral and state ~~deposits.~~deposits, and market appreciation from fixed maturity securities.

~~Off-balance sheet arrangements~~Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements as of June 30, ~~2019.~~2020.

As part of the 2017 sale transaction to divest our U.K. business, we entered into Aggregate Stop-Loss and 100% Quota Share reinsurance agreements as reinsurer, with Lloyd’s Syndicate 1110 as our reinsured and committed to fund Lloyd’s Syndicate 1110’s “Funds At Lloyd’s” requirements until June 30, 2020, though such Funds at Lloyd’s obligations would effectively terminate when the 2017 Year of Account completes a “Reinsurance to Close” transaction, which is expected by March 2020. We entered into a Letter of Credit facility arranged to fulfill a portion of these requirements. The facility has a principal amount of £17.7 million and contains certain covenants that require us, among other items, to maintain a minimum net worth, to remain within maximum leverage ratios, meet a minimum RBC ratio and maintain specified liquidity levels.

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Reconciliation of Non-GAAP Financial Measures

Reconciliation of ~~underwriting income~~Underwriting Income

Underwriting income is a non-GAAP financial measure that we believe is useful in evaluating our underwriting performance without regard to investment income. Underwriting income represents the pre-tax profitability of our insurance operations and is derived by subtracting losses and LAE and underwriting, acquisition and insurance expenses from net earned premiums. We use underwriting income as an internal performance measure in the management of our operations because we believe it gives us and users of our financial information useful insight into our results of operations and our underlying business performance. Underwriting income should not be considered in isolation or viewed as a substitute for net income calculated in accordance with GAAP, and other companies may calculate underwriting income differently.

Net income for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 reconciles to underwriting income as follows:


	Three Months Ended June 30				Six Months Ended June 30

									Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2019		2018		2019		2018		2020		2019		2020		2019
Net income	$	8,696	$	14,652	$	22,391	$	24,662
Net income from continuing operations									$	17,283	$	8,696	$	24,094	$	22,391
Income tax expense		2,423		3,723		6,238		6,281		4,751		2,423		6,739		6,238
Income before taxes		11,119		18,375		28,629		30,943
Income from continuing operations before taxes										22,034		11,119		30,833		28,629
Net investment income		17,398		15,548		34,556		29,257		23,791		17,398		32,606		34,556
Net investment gains		137		686		250		399
Realized investment gains, net										1,891		137		2,123		250
Interest and other expense, net		10,220		2,916		13,489		5,779		4,356		10,220		9,086		13,489
Underwriting income	$	3,804	$	5,057	$	7,312	$	7,066	$	708	$	3,804	$	5,190	$	7,312

Reconciliation of ~~adjusted operating income~~Adjusted Operating Income

Adjusted operating income is a non-GAAP financial measure that we use 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 underlying business performance, by excluding items that are not part of our underlying profitability drivers or likely to re-occur in the foreseeable future. Adjusted operating income should not be considered in isolation or viewed as a substitute for our net income calculated in accordance with GAAP. Other companies may calculate adjusted operating income differently.

Adjusted operating income for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 reconciles to net income as follows:


	Three Months Ended June 30				Six Months Ended June 30

									Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2019		2018		2019		2018		2020		2019		2020		2019
Net income	$	8,696	$	14,652	$	22,391	$	24,662
Net income from continuing operations									$	17,283	$	8,696	$	24,094	$	22,391
Income tax expense		2,423		3,723		6,238		6,281		4,751		2,423		6,739		6,238
Income before taxes		11,119		18,375		28,629		30,943
Transition expense and net investment (gains)		7,033		(686)		6,920		(399)
Income from continuing operations before taxes										22,034		11,119		30,833		28,629
Other expense										1,390		7,170		3,127		7,170
Realized investment gains, net										(1,891)		(137)		(2,123)		(250)
Adjusted operating income before taxes		18,152		17,689		35,549		30,544		21,533		18,152		31,837		35,549
Less: income tax expense on adjusted operating income		3,924		3,579		7,691		6,197		4,643		3,924		6,958		7,691
Adjusted operating income	$	14,228	$	14,110	$	27,858	$	24,347	$	16,890	$	14,228	$	24,879	$	27,858

Table of Contents

revenues and expenses and the disclosure of our material contingent assets and liabilities. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements. We evaluate our estimates regularly using information that we believe to be relevant. Our critical accounting policies and estimates are described in ~~our annual consolidated financial statements and~~ the ~~related notes in the Prospectus.~~Company’s 2019 Annual Report.

For additional information about our critical accounting policies and estimates, see the disclosure included in the ~~Prospectus,~~Company’s 2019 Annual Report, as well as Note 11. – Basis of Reporting in the notes to the ~~condensed~~ consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

~~Market risk is the risk of economic losses due to adverse~~There have been no material changes in the ~~estimated fair value of a financial instrument as the result of changes in interest rates, equity prices, foreign currency exchange rates and commodity prices. The primary components of~~information about market risk ~~affecting us are credit risk~~set forth in the Company’s 2019 Annual Report. The COVID-19 pandemic does present new and ~~interest rate risk. We do not have significant exposure~~emerging uncertainty to ~~equity risk, foreign currency exchange rate risk or commodity risk.~~

Credit risk is the potential loss resulting from adverse changes in an issuer’s ability to repay its debt obligations. We have exposure to credit risk as a holder of debt instruments. Our risk management strategy and investment policy is to primarily invest in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to particular ratings categories and any one issuer. At December 31, 2018, our securities portfolio had an average rating of “A,” with approximately 66.2% of securities in that portfolio rated “A” or better by at least one nationally recognized rating organization. Our policy is to invest in investment-grade securities and to limit investments in fixed maturities that are unrated or rated below investment-grade. At December 31, 2018, approximately 7.4% of our securities portfolio was unrated or rated below investment-grade. We monitor the financial ~~condition~~markets. See further discussion in Item 2, Management’s Discussion and Analysis of ~~all~~Financial Condition and Results of ~~the issuers~~Operations, and Part II, Item 1A., Risk Factors, of ~~securities in our portfolio.~~this Quarterly Report on Form 10-Q.

~~Table of Contents~~

In addition, we are subject to credit risk with respect to our third-party reinsurers. Although our third-party reinsurers are obligated to reimburse us to the extent we cede risk to them, we are ultimately liable to our policyholders on all risks we have ceded. As a result, reinsurance contracts do not limit our ultimate obligations to pay claims covered under the insurance policies we issue and we might not collect amounts recoverable from our reinsurers. We address this credit risk by selecting reinsurers that generally have an A.M. Best rating of “A-” (Excellent) or better at the time we enter into the agreement and by performing, along with our reinsurance broker, periodic credit reviews of our reinsurers. If one of our reinsurers suffers a credit downgrade, we may consider various options to lessen the risk of asset impairment, including commutation, novation and letters of credit.

Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates. The primary market risk to our investment portfolio is interest rate risk associated with investments in securities. Fluctuations in interest rates have a direct effect on the market valuation of these securities. When market interest rates rise, the fair value of our securities decreases. Conversely, as interest rates fall, the fair value of our securities increases. We manage this interest rate risk by investing in securities with varied maturity dates and by managing the duration of our investment portfolio in directional relation to the duration of our reserves. Expressed in years, duration is the weighted average payment period of cash flows, where the weighting is based on the present value of the cash flows. We set duration targets for our fixed income investment portfolios after consideration of the estimated duration of our liabilities and other factors. The effective weighted average duration of the portfolio, including cash equivalents, was 2.9 years as of December 31, 2018.

We had securities that were subject to interest rate risk with a fair value of $1.7 billion at December 31, 2018 and $1.5 billion at December 31, 2017. The table below illustrates the sensitivity of the fair value of our securities to selected hypothetical changes in interest rates as of December 31, 2018 and 2017.

December 31, 2018

December 31, 2017

($ in thousands)

Estimated Fair Value

Estimated Change in Fair Value

Estimated % Increase (Decrease) in Fair Value

Estimated Fair Value

Estimated Change in Fair Value

Estimated % Increase (Decrease) in Fair Value

200 basis points increase

$
1,600,239

$
(93,143)

(5.5)
%

$
1,376,647

$
(107,784)

(7.3)
%
100 basis points increase

$
1,645,364

$
(48,018)

(2.8)
%

$
1,428,390

$
(56,041)

(3.8)
%
No Change

$
1,693,382

$
-

-
%

$
1,484,431

$
-

-
%
100 basis points decrease

$
1,744,292

$
50,910

3.0
%

$
1,544,770

$
60,399

4.1
%
200 basis points decrease

$
1,798,095

$
104,713

6.2
%

$
1,609,406

$
124,975

8.4
%

Item 4: Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form ~~10‑Q,~~10-Q, the Company’s management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures defined under Rules ~~13a‑15(e)~~13a-15(e) and ~~15d‑15(e)~~15d-15(e) under the Securities Exchange ~~Act.~~Act of 1934 (“Exchange Act”). Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective in ensuring that material information relating to the Company required to be disclosed in the Company’s periodic SEC filings is made known to them in a timely manner.

Changes in Internal Controls over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules ~~13a‑15(f)~~13a-15(f) and ~~15d‑15(f)~~15d-15(f) under the Exchange Act) occurred during the quarter ended June 30, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Table of Contents~~

Inherent Limitations on Effectiveness of Controls

The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that our controls and procedures will detect all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained.

Part II: Other Information

Item 1: Legal Proceedings

We are party to legal proceedings which arise in the ordinary course of business. We believe that the outcome of such matters, individually and in the aggregate, will not have a material adverse effect on our condensed consolidated financial position.

~~Table of Contents~~

Item 1A: Risk Factors

~~There~~Except as set forth below, as of the date of this report, there have been no material changes with respect to ~~our~~those risk factors previously disclosed in our 2019 Annual Report.

Table of Contents

The impact of COVID-19 and related risks could materially affect our results of operations, financial position or liquidity.

Beginning in March 2020, the ~~Company’s Prospectus filed~~pandemic related to the novel coronavirus COVID-19 began to impact the global economy. Because of the size and breadth of this pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and may not emerge for some time. Risks presented by the ongoing effects of COVID-19 could include, without limitation, the following:

●

Revenues. The impact of COVID-19 on general economic activity has negatively impacted our premium volumes in the second quarter of 2020, and may continue to negatively impact our premium volumes to a degree that will vary based on the extent and duration of any economic contraction or related behavioral changes.

●

Adverse Legislative and/or Regulatory Action. Federal, state and local government actions to address the impact of COVID-19 may continue to adversely affect us. We may become subject to legislative and/or regulatory action that retroactively mandates coverage for losses that our insurance policies were not intended or priced to cover, including business interruption claims, despite terms included in our policies to preclude coverage or that creates presumptions of compensability not otherwise present (including for example in workers’ compensation exposures). Regulatory requirements could also impact pricing, risk selection and our rights and obligations with respect to our policies and insureds, including our ability to cancel policies, collect premiums, or requiring us to refund premiums in a manner not otherwise required.

●

Claims and Claim Adjustment Expenses. We may incur higher claims and claim adjustment expenses in certain lines of business due to increases in claims frequency and/or severity. Short-term and long-term impacts of COVID-19 could impact our various product lines in ways we cannot adequately predict.

●

Losses and Loss Reserves. Anticipated and unknown risks related to COVID-19 may cause uncertainty in the process of estimating losses and loss reserves. As a result, our estimated loss reserves may change. Higher inflation than anticipated could lead to an increase in our loss costs and a need to strengthen loss reserves. Such impacts could be more pronounced for those lines of business requiring a relatively longer period of time to finalize and settle claims.

●

Investments. The value of corporate, municipal and structured securities (including mortgage-backed securities) in our investment portfolio may be adversely impacted by ratings downgrades, government deficits, increased bankruptcies, credit spread widening, and real estate market disruption/devaluation, or could be subject to impairment as a result of issuer creditworthiness deterioration, default, and/or interest rate increases. Further disruption in global financial markets due to the continuing pandemic could result in net realized investment losses.

●

Operational Disruptions and Heightened Cybersecurity Risks. Our operations could be disrupted if key members of management, a significant percentage of our workforce, or the workforce of certain third parties (including our agents, brokers or service providers) are unable to continue to work because of illness, government directives or otherwise. The interruption of system capabilities for our agents, brokers or service providers could result in deterioration of our ability to perform necessary business functions, and the shift to remote work arrangements by us, our business partners, and our service providers could heighten the risk of cybersecurity or data security incidents.

The extent of the impact of COVID-19 on our business, results of operations, financial position or liquidity will depend largely on future developments, which are highly uncertain and cannot be predicted. To the extent the COVID-19 pandemic continues to adversely affect the U.S. or global economy or adversely affects our business, results of operations, financial position or liquidity, it may also have the effect of increasing the likelihood or magnitude of the other risks described in our 2019 Annual Report or in our other filings with the ~~Securities~~SEC. Additional risks and ~~Exchange Commission on July 25, 2019 pursuant~~uncertainties not currently known to ~~Rule 424(b)~~us or that we deem to be immaterial also may materially and adversely affect our business, results of ~~the Securities Act~~operations, financial position or liquidity.

Table of ~~1933, as amended.~~Contents

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

~~(b) Use of Proceeds~~None.

On July 29, 2019, the Company completed its IPO with the sale of 7,857,145 shares of the Company’s common stock, including the issuance and sale by the Company of 4,285,715 shares of the Company’s common stock and the sale by the Principal Stockholders of 3,571,430 shares of the Company’s common stock. Shares of the Company’s common stock were initially offered to the public by the underwriters in the IPO at a per-share price of $14.00 pursuant to the Prospectus that formed part of the Company’s Registration Statement on Form S-1 (File No. 333-232440), which became effective on July 24, 2019. After deducting underwriting discounts and commissions and estimated offering expenses, net proceeds from the IPO were approximately $51.6 million. The Company did not receive any of the proceeds from the sale of the shares of the Company’s common stock sold by the Principal Stockholders in the IPO.

We intend to use the net proceeds from the IPO for general corporate purposes, which may include capital contributions to our insurance subsidiaries in conjunction with future growth of premiums written. The principal purposes of the IPO are to create a public market for our common stock, obtain additional capital, facilitate future access to public equity markets, increase awareness of our company in the market, facilitate the use our common stock as a means of attracting and retaining key employees and provide liquidity to our current stockholders.

Item 3: Defaults Upon Senior Securities

None.

Item 4: Mine Safety Disclosures

Not applicable

Item 5: Other Information

None.

~~Table of Contents~~

Item 6: Exhibits

We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.


		Exhibit Index
Exhibit Number	~~Exhibit Index~~	Description
~~Exhibit Number~~3.1	~~Description~~
~~3.1~~	Amended and Restated Certificate of Incorporation of ProSight Global, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 29, 2019).
3.2		Amended and Restated Bylaws of ProSight Global, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed July 29, 2019).
4.1		Form of Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K/A filed March 10, 2020.
4.2		Registration Rights Agreement between ProSight Global, Inc. and the Holders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 29, 2019).
10.1		Credit Agreement, dated as of June 12, 2020, among Prosight Global, Inc., the lenders from time to time party thereto, and Truist Bank as administrative agent.
10.2		Incremental Facility Agreement and Amendment, dated as of June 30, 2020, by and among ProSight Global, Inc., each other loan party signatory thereto, Truist Bank as administrative agent, and each of the incremental revolving lenders.
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*		These certifications are furnished and are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

5253

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			ProSight Global, Inc.
	~~ProSight Global, Inc.~~

Dated: August ~~8, 2019~~11, 2020	By:	/s/ Lawrence Hannon
		Lawrence Hannon
		President and Chief Executive Officer

Dated: August ~~8, 2019~~11, 2020	By:	/s/ Anthony S. Piszel
		Anthony S. Piszel
		Chief Financial Officer

5354


	Less Than 12 Months				Greater Than 12 Months				Total
											Total
	Fair		Unrealized		Fair		Unrealized		Total		Unrealized

													Less Than 12 Months				Greater Than 12 Months				Total
																							Total
													Fair		Unrealized		Fair		Unrealized		Total		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Fair Value		Losses		Value		Losses		Value		Losses		Fair Value		Losses
U.S. Treasury securities	$	2,499	$	(5)	$	41,771	$	(186)	$	44,270	$	(191)
Corporate debt securities		119,250		(1,646)		179,264		(4,192)		298,514		(5,838)	$	131,043	$	(10,502)	$	76,754	$	(5,293)	$	207,797	$	(15,795)
Municipal debt obligations														25,587		(456)		11,372		(336)		36,959		(792)
ABS		30,311		(208)		2,795		(23)		33,106		(231)		9,504		(693)		16,883		(371)		26,387		(1,064)
CLO		81,999		(552)		56,217		(1,057)		138,216		(1,609)		47,434		(1,278)		116,188		(5,923)		163,622		(7,201)
CMBS		1,000		—		9,611		(102)		10,611		(102)		16,564		(859)		4,725		(127)		21,289		(986)
RMBS - non-agency		1,104		(11)		2,703		(107)		3,807		(118)		36,568		(1,189)		9,317		(819)		45,885		(2,008)
RMBS - agency		12,456		(308)		5,490		(170)		17,946		(478)
Total	$	248,619	$	(2,730)	$	297,851	$	(5,837)	$	546,470	$	(8,567)
Total fixed maturity securities													$	266,700	$	(14,977)	$	235,239	$	(12,869)	$	501,939	$	(27,846)


	Page

PART I. FINANCIAL INFORMATION

~~PART I. FINANCIAL INFORMATION~~	~~Page~~

Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited) as of June 30, ~~2019~~2020 and December 31, ~~2018~~2019	2	2
	Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	3	3
	Consolidated Statements of Comprehensive Income ~~(Loss)~~ (Unaudited) for the Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	4	4
	Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	5	5
	Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	6	6
	Notes to Interim Consolidated Financial Statements (Unaudited)	7	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51	48
Item 4.	Controls and Procedures		49
		51

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	51	50
Item 1A.	Risk Factors	51	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53	51
Item 3.	Defaults Upon Senior Securities	53	51
Item 4.	Mine Safety Disclosures	53	51
Item 5.	Other Information	53	51
Item 6.	Exhibits	53	52
	Signatures	54	53



($ in thousands)	Gross		Tax		Net
December 31, 2017	$	22,265	$	2,968	$	19,297
Unrealized holding losses on fixed income securities		(40,031)		(8,425)		(31,606)
Amounts reclassified into net income		974		(109)		1,083
Other comprehensive loss		(41,005)		(8,316)		(32,689)
June 30, 2018	$	(18,740)	$	(5,348)	$	(13,392)


	Line in Consolidated	Three Months Ended June 30				Six Months Ended June 30

										Line in Consolidated	Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	Statements of Operations	2019		2018		2019		2018		Statements of Operations	2020		2019		2020		2019
AOCI
Unrealized gains on securities	Realized investment gains (losses)	$	189	$	776	$	(25)	$	974
	Income tax (benefit) expense		(28)		45		(52)		(109)
Unrealized gains (losses) on securities										Realized investment gains, net	$	3,678	$	189	$	4,620	$	(25)
										Income tax expense		726		(28)		862		(52)
Reclassification adjustment for credit losses included in net income										Realized investment losses, net		(1,570)		—		(1,986)		—
										Income tax expense		(330)		—		(417)		—
Total reclassifications	Net realized investment gains	$	217	$	731	$	27	$	1,083		$	1,712	$	217	$	2,189	$	27


	Continuing Operations						Discontinued Operations
($ in thousands, except per share amounts)	Income		Shares	Per Share		Loss		Shares	Per Share
Three Months Ended June 30, 2019	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount

											Continuing Operations						Discontinued Operations
(in thousands, except per share amounts)											Income		Shares	Per Share		Income		Shares	Per Share
Three Months Ended June 30, 2020											(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income (loss) available to common stockholders	$	8,696	38,851	$	0.22	$	(78)	38,851	$	—
Net income available to common stockholders											$	17,283	43,810	$	0.39	$	279	43,810	$	0.01
Effect of dilutive securities:
Stock compensation plans			604		—			604		—			17		—			17		—
Diluted EPS	$	8,696	39,455	$	0.22	$	(78)	39,455	$	—	$	17,283	43,827	$	0.39	$	279	43,827	$	0.01


	Three Months Ended June 30				Change
($ in thousands)	2019		2018		$		Percent
GWP	$	235,032	$	222,555	$	12,477	5.6%
Ceded written premiums		(24,464)		(9,520)		(14,944)	(157.0%)
Net written premiums	$	210,568	$	213,035	$	(2,467)	(1.2%)

Net earned premiums	$	202,480	$	183,123	$	19,357	10.6%
Losses and LAE:		127,115		109,933		17,182	15.6%
Underwriting, acquisition and insurance expenses		71,561		68,133		3,428	5.0%
Underwriting income(1)		3,804		5,057		(1,253)	(24.8%)
Interest and other expenses, net		10,220		2,916		7,304	250.5%
Net investment income		17,398		15,548		1,850	11.9%
Net investment gains		137		686		(549)	(80.0%)
Income before taxes		11,119		18,375		(7,256)	(39.5%)
Income tax expense		2,423		3,723		(1,300)	(34.9%)
Net income from continuing operations	$	8,696	$	14,652	$	(5,956)	(40.6%)
Adjusted operating income(1)	$	14,228	$	14,110	$	118	0.8%

Adjusted operating return on equity(1)		12.8%		15.4%
Return on equity		7.9%		16.0%

Loss and LAE ratio:		62.8%		60.0%
Loss and LAE ratio – excluding catastrophe		61.3%		60.0%
Loss and LAE ratio – Catastrophe		1.5%		–
Expense ratio		35.3%		37.2%
Combined ratio		98.1%		97.2%

Adjusted loss and LAE ratio(2)		61.7%		59.9%
Adjusted loss and LAE ratio – excluding catastrophe		60.2%		59.9%
Adjusted loss and LAE ratio – Catastrophe		1.5%		–
Adjusted expense ratio(2)		36.4%		37.3%
Adjusted combined ratio(2)		98.1%		97.2%


($ in millions)	Three Months Ended June 30
Customer Segment	2019		2018		% Change
Construction	$	32.5	$	26.6	22.2%
Consumer Services		37.9		28.4	33.5%
Marine and Energy		20.8		18.9	10.1%
Media and Entertainment		39.3		38.0	3.4%
Professional Services		29.1		27.9	4.3%
Real Estate		46.6		44.1	5.7%
Transportation		23.5		23.4	0.4%
Customer segments subtotal	$	229.7	$	207.3	10.8%
Other		5.3		15.3	(65.4%)
Total GWP	$	235.0	$	222.6	5.6%


	June 30, 2019				December 31, 2018
Standard & Poor’s or Equivalent Designation	Estimated Fair Value		% of Total		Estimated Fair Value		% of Total
($ in thousands)
AAA	$	207,318	11.0	%	$	172,575	10.2	%
AA		271,246	14.4	%		295,704	17.4	%
A		663,241	35.2	%		570,846	33.7	%
BBB		569,331	30.2	%		493,900	29.2	%
Below BBB/Not rated		172,853	9.2	%		160,357	9.5	%
Total	$	1,883,989	100.0	%	$	1,693,382	100.0	%