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

For the quarterly period ended ~~September~~June 30, ~~2020~~2021

☐	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

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

412 Mt. Kemble Avenue

Suite 300

Morristown, NJ07960

~~(973)~~ (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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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 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 of the Exchange Act). Yes ☐ No ☒.

There were ~~43,644,146~~43,788,499 shares of Common Stock ($0.01 par value) outstanding as of ~~November 9, 2020.~~August 3, 2021.

Table of Contents

PROSIGHT GLOBAL, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		Page

Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited) as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020	2
	Consolidated Statements of Operations (Unaudited) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	4
	Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	5
	Consolidated Statements of Cash Flows (Unaudited) for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	6
	Notes to Interim Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5350
Item 4.	Controls and Procedures	5350

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	5451
Item 1A.	Risk Factors	5451
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5551
Item 3.	Defaults Upon Senior Securities	5551
Item 4.	Mine Safety Disclosures	5551
Item 5.	Other Information	5551
Item 6.	Exhibits	5652
	Signatures	5753

Table of Contents

ProSight Global, Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)

September 30,

December 31,
($ in thousands except share amounts)

2020

2019
Assets



Investments:




Fixed maturity securities, available-for-sale at fair value (amortized cost $2,176,775 in 2020 and $1,999,403 in 2019, allowance for credit losses $(1,670) in 2020 and $0 in 2019)

$
2,260,193

$
2,040,682
Commercial levered loans at amortized cost (fair value $12,991 in 2020 and $13,950 in 2019)

13,433

14,069
Non-redeemable preferred stock securities at fair value (cost $11,670 in 2020 and $0 in 2019)

11,913

—
Bond exchange-traded funds at fair value (cost $12,878 in 2020 and $0 in 2019)

12,838

—
Limited partnerships and limited liability companies at fair value (cost $73,358 in 2020 and $62,226 in 2019)

84,608

66,660
Short-term investments

154

43,873
Total investments

2,383,139

2,165,284
Cash and cash equivalents

26,609

17,284
Restricted cash

7,625

10,213
Accrued investment income

13,967

13,610
Premiums and other receivables, net

134,915

190,004
Receivable from reinsurers on paid losses, net

2,571

3,481
Reinsurance receivables on unpaid losses, net

158,856

193,952
Deferred policy acquisition costs

93,298

98,812
Prepaid reinsurance premiums

60,392

42,861
Net deferred income taxes

—

4,803
Goodwill and net intangible assets

29,166

29,189
Fixed assets and capitalized software, net

34,961

37,167
Funds withheld related to sale of affiliate

19,529

19,453
Other assets

27,708

29,537
Assets of discontinued operations

23,484

21,584
Total assets

$
3,016,220

$
2,877,234

Liabilities




Reserve for unpaid losses and loss adjustment expenses

$
1,589,162

$
1,521,648
Reserve for unearned premiums

443,528

483,223
Ceded reinsurance payable

34,693

17,768
Notes payable, net of debt issuance costs

199,947

164,693
Secured loan payable, net of debt issuance costs

24,243

—
Funds held under reinsurance agreements

21,895

58,855
Net deferred income taxes

4,976

—
Other liabilities

55,950

56,438
Liabilities of discontinued operations

33,954

31,578
Total liabilities

2,408,348

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; 43,436,134 and 43,071,186 shares issued, 43,423,214 and 43,058,266 shares outstanding in 2020 and 2019, respectively

434

431
Paid-in capital

666,875

661,761
Accumulated other comprehensive income

71,029

37,453
Retained deficit

(130,266)

(156,414)
Treasury shares - at cost (12,920 shares)

(200)

(200)
Total stockholders’ equity

607,872

543,031
Total liabilities and stockholders’ equity

$
3,016,220

$
2,877,234



	June 30,		December 31,
($ in thousands except share amounts)	2021		2020
Assets
Investments:
Fixed maturity securities, available-for-sale at fair value (amortized cost $1,651,797 in 2021 and $2,159,743 in 2020, allowance for credit losses $(1,011) in 2021 and $(1,457) in 2020)	$	1,686,570	$	2,266,057
Commercial levered loans at amortized cost (fair value $5,269 in 2021 and $12,180 in 2020)		5,299		12,308
Non-redeemable preferred stock securities at fair value (cost $1,400 in 2021 and $6,541 in 2020)		1,400		7,049
Bond exchange-traded funds at fair value (cost $0 in 2021 and $44,679 in 2020)		—		44,882
Limited partnerships and limited liability companies at fair value (cost $72,814 in 2021 and $74,268 in 2020)		97,150		90,468
Short-term investments		18,833		154
Total investments		1,809,252		2,420,918
Cash and cash equivalents		652,374		12,078
Restricted cash		24,502		7,525
Accrued investment income		9,659		13,693
Premiums and other receivables, net		131,145		146,243
Receivable from reinsurers on paid losses, net		11,167		10,481
Reinsurance receivables on unpaid losses, net		152,075		170,522
Deferred policy acquisition costs		98,424		94,437
Prepaid reinsurance premiums		46,624		56,787
Goodwill and net intangible assets		17,233		17,248
Fixed assets and capitalized software, net		31,798		33,896
Funds withheld related to sale of affiliate		19,532		19,534
Other assets		16,008		25,996
Assets of discontinued operations		22,709		21,354
Total assets	$	3,042,502	$	3,050,712

Liabilities
Reserve for unpaid losses and loss adjustment expenses	$	1,598,934	$	1,602,902
Reserve for unearned premiums		450,278		448,676
Ceded reinsurance payable		23,429		38,152
Notes payable, net of debt issuance costs		204,029		203,267
Secured loan payable, net of debt issuance costs		20,773		22,668
Funds held under reinsurance agreements		19,099		23,179
Net deferred income taxes		1,669		10,137
Other liabilities		59,191		40,034
Liabilities of discontinued operations		44,115		37,729
Total liabilities		2,421,517		2,426,744

Stockholders’ equity
Preferred stock, $0.01 par value; 50,000,000 shares authorized; 0 shares issued or outstanding		—		—
Common stock, $0.01 par value; 200,000,000 shares authorized; 43,632,764 and 43,449,087 shares issued, 43,619,844 and 43,436,167 shares outstanding in 2021 and 2020, respectively		436		434
Paid-in capital		672,105		668,798
Accumulated other comprehensive income		31,103		89,122
Retained deficit		(82,459)		(134,186)
Treasury shares - at cost (12,920 shares)		(200)		(200)
Total stockholders’ equity		620,985		623,968
Total liabilities and stockholders’ equity	$	3,042,502	$	3,050,712

See accompanying notes to interim consolidated financial statements (unaudited)

Table of Contents

ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

Three Months Ended September 30

Nine Months Ended September 30
($ in thousands except per share amounts)

2020

2019

2020

2019
Gross written premiums

$
203,539

$
227,196

$
603,717

$
718,066
Net earned premiums

172,376

202,455

559,667

600,543
Net investment income

20,307

16,974

52,913

51,530
Realized investment gains, net

1,398

245

3,521

495
Other income

61

196

274

386
Total revenues

194,142

219,870

616,375

652,954

Expenses:








Net losses and loss adjustment expenses incurred

123,249

127,196

363,279

372,644
Policy acquisition expenses

40,387

45,953

129,406

138,059
General and administrative expenses

22,986

25,967

76,038

79,189
Interest expense

4,216

3,216

10,388

9,725
Other expense

1,394

7,162

4,521

14,332
Total expenses

192,232

209,494

583,632

613,949
Income from continuing operations before income taxes

1,910

10,376

32,743

39,005

Income tax provision:








Current

407

146

6,154

369
Deferred

5

1,869

997

7,884
Total income tax expense

412

2,015

7,151

8,253
Net income from continuing operations

1,498

8,361

25,592

30,752

Discontinued operations:








Net income (loss) from discontinued operations

20

(49)

556

(382)
Net income

$
1,518

$
8,312

$
26,148

$
30,370

Earnings per share – basic:








Net income from continuing operations

$
0.03

$
0.20

$
0.58

$
0.77
Net income

$
0.03

$
0.19

$
0.60

$
0.76

Earnings per share – diluted:







Net income from continuing operations

$
0.03

$
0.19

$
0.58

$
0.76
Net income

$
0.03

$
0.19

$
0.59

$
0.75




	Three Months Ended June 30				Six Months Ended June 30
($ in thousands except per share amounts)	2021		2020		2021		2020
Gross written premiums	$	238,522	$	186,394	$	407,913		400,178
Net earned premiums		178,897		181,629		351,868		387,291
Net investment income		14,581		23,791		31,260		32,606
Realized investment gains, net		15,784		1,891		48,892		2,123
Other income		45		101		117		213
Total revenues		209,307		207,412		432,137		422,233

Expenses:
Net losses and loss adjustment expenses incurred		114,400		112,473		219,923		240,030
Policy acquisition expenses		43,696		42,033		86,055		89,019
General and administrative expenses		24,457		26,415		47,456		53,052
Interest expense		2,666		3,067		5,324		6,172
Other expense		1,339		1,390		2,656		3,127
Total expenses		186,558		185,378		361,414		391,400
Income from continuing operations before income taxes		22,749		22,034		70,723		30,833

Income tax provision:
Current		2,619		4,116		8,465		5,747
Deferred		2,068		635		6,649		992
Total income tax expense		4,687		4,751		15,114		6,739
Net income from continuing operations		18,062		17,283		55,609		24,094

Discontinued operations:
Net (loss) income from discontinued operations		(1,544)		279		(3,882)		536
Net income	$	16,518	$	17,562	$	51,727		24,630

Earnings per share – basic:
Net income from continuing operations	$	0.41	$	0.39	$	1.27	$	0.55
Net income	$	0.38	$	0.40	$	1.18	$	0.56

Earnings per share – diluted:
Net income from continuing operations	$	0.40	$	0.39	$	1.24	$	0.55
Net income	$	0.37	$	0.40	$	1.16	$	0.56

See accompanying notes to interim consolidated financial statements (unaudited)

Table of Contents

ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30

Nine Months Ended September 30
($ in thousands)

2020

2019

2020

2019
Net income

$
1,518

$
8,312

$
26,148

$
30,370
Other comprehensive income, net of taxes:







Change in unrealized holding gains on available-for-sale debt securities, net of deferred tax expense of $5,190 and $9,939 in 2020 and $2,651 and $16,098 in 2019

19,826

9,292

37,318

60,478
Less: reclassification adjustment for gains included in net income, net of tax expense of $228 and $1,090 in 2020 and $156 and $104 in 2019

1,303

4,206

5,061

4,233
Less: reclassification adjustment for credit losses included in net income, net of tax expense (benefit) of $66 and $(351) in 2020 and $0 and $0 in 2019

250

—

(1,319)

—
Other comprehensive income

18,273

5,086

33,576

56,245
Comprehensive income

$
19,791

$
13,398

$
59,724

$
86,615


	Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2021		2020		2021		2020
Net income	$	16,518	$	17,562	$	51,727	$	24,630
Other comprehensive (loss) income, net of taxes:
Change in unrealized holding gains (losses) on available-for-sale debt securities, net of deferred tax expense (benefit) of $3,206 and $(4,849) in 2021 and $20,851 and $4,749 in 2020		12,069		78,456		(18,199)		17,492
Less: reclassification adjustment for gains included in net income, net of tax expense of $3,310 and $10,174 in 2021 and $726 and $862 in 2020		13,232		2,952		39,468		3,758
Less: reclassification adjustment for credit losses included in net income, net of tax expense (benefit) of $5 and $94 in 2021 and $(330) and $(417) in 2020		18		(1,240)		352		(1,569)
Other comprehensive (loss) income		(1,181)		76,744		(58,019)		15,303
Comprehensive income (loss)	$	15,337	$	94,306	$	(6,292)	$	39,933

See accompanying notes to interim consolidated financial statements (unaudited)

Table of Contents

ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Accumulated






Preferred

Common

Paid-In

Other Comprehensive

Retained

Treasury

($ in thousands)

Stock

Stock

Capital

Income (Loss)

Deficit

Shares

Total
December 31, 2018

$
—

$
389

$
607,260

$
(22,315)

$
(195,304)

$
(200)

$
389,830
Stock based employee compensation plan

—

—

77

—

—

—

77
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)
Net income

—

—

—

—

13,440

—

13,440
March 31, 2019

$
—

$
389

$
603,163

$
5,437

$
(181,864)

$
(200)

$
426,925
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
June 30, 2019

$
—

$
389

$
603,163

$
28,844

$
(173,246)

$
(200)

$
458,950
Stock based employee compensation plan

—

—

6,785

—

—

—

6,785
Shares cancelled

—

(1)

1

—

—

—

—
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $2,495

—

—

—

5,086

—

—

5,086
Retirement of common stock (tax payments on equity compensation)

—

—

(149)

—

—

—

(149)
Proceeds from common stock sold in initial public offering, net of offering costs

—

42

51,557

—

—

—

51,599
Net income

—

—

—

—

8,312

—

8,312
September 30, 2019

$
—

$
430

$
661,357

$
33,930

$
(164,934)

$
(200)

$
530,583

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
Stock based employee compensation plan

—

1

2,106

—

—

—

2,107
Net unrealized gain on available-for-sale debt securities, net of deferred tax expense of $4,896

—

—

—

18,273

—

—

18,273
Retirement of common stock (tax payments on equity compensation)

—

—

(126)

—

—

—

(126)
Net income

—

—

—

—

1,518

—

1,518
September 30, 2020

$
—

$
434

$
666,875

$
71,029

$
(130,266)

$
(200)

$
607,872


							Accumulated
	Preferred		Common		Paid-In		Other Comprehensive		Retained		Treasury
($ in thousands)	Stock		Stock		Capital		Income (Loss)		Deficit		Shares		Total
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


December 31, 2020	$	—	$	434	$	668,798	$	89,122	$	(134,186)	$	(200)	$	623,968
Stock based employee compensation plan		—		2		1,918		—		—		—		1,920
Share purchase plan		—		—		60		—		—		—		60
Net unrealized loss on available-for-sale debt securities, net of deferred tax benefit of $(15,008)		—		—		—		(56,838)		—		—		(56,838)
Retirement of common stock (tax payments on equity compensation)		—		—		(655)		—		—		—		(655)
Net income		—		—		—		—		35,209		—		35,209
March 31, 2021	$	—	$	436	$	670,121	$	32,284	$	(98,977)	$	(200)	$	603,664
Stock based employee compensation plan		—		—		1,984		—		—		—		1,984
Net unrealized loss on available-for-sale debt securities, net of deferred tax benefit of $(109)		—		—		—		(1,181)		—		—		(1,181)
Net income		—		—		—		—		16,518		—		16,518
June 30, 2021	$	—	$	436	$	672,105	$	31,103	$	(82,459)	$	(200)	$	620,985

See accompanying notes to interim consolidated financial statements (unaudited)

Table of Contents

ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30
($ in thousands)

2020

2019
Operating activities




Net income from continuing operations

$
25,592

$
30,752
Net income (loss) from discontinued operations

556

(382)
Net income

26,148

30,370

Adjustments to reconcile net income to net cash provided by operating activities:




Provision for deferred taxes

997

7,884
Realized investment gains, net

(3,521)

(495)
Net limited partnerships and limited liability companies gains

(6,759)

(2,917)
Net amortization (accretion) from bonds and commercial loans

2,861

(1,568)
Net change in fair value of non-redeemable preferred stock securities

(243)

—
Net change in fair value of bond exchange-traded funds

61

—
Depreciation and amortization

6,392

6,222
Amortization of debt issuance costs

748

254
Stock based compensation

6,920

6,862

Changes in:

Premiums and other receivables, net

55,089

20,427
Receivable from reinsurers on paid losses and reinsurance receivable on unpaid losses

36,006

(22,103)
Ceded reinsurance payable

16,925

(9,182)
Accrued investment income

(357)

(1,173)
Deferred policy acquisition costs

5,514

(9,929)
Prepaid reinsurance premiums

(17,531)

(2,659)
Reserve for unpaid losses and loss adjustment expenses

67,514

118,412
Reserve for unearned premiums

(39,695)

36,828
Funds withheld related to sale of affiliate

(76)

(169)
Funds held under reinsurance agreements

(36,960)

5,078
Other assets

1,555

22,249
Other liabilities

(487)

7,555
Total adjustments

94,953

181,576
Net cash provided by operating activities – continuing operations

120,545

212,328
Net cash provided by (used in) operating activities – discontinued operations

165

(267)
Net cash provided by operating activities

120,710

212,061

Investing activities




Purchases of available-for-sale fixed maturity securities

(574,039)

(423,335)
Sales of available-for-sale fixed maturity securities

215,856

67,848
Redemptions of available-for-sale fixed maturity securities

182,981

100,713
Purchases of non-redeemable preferred stock securities

(11,669)

—
Redemptions of commercial levered loans

640

2,298
Purchases of bond exchange-traded funds

(20,985)

—
Sales of bond exchange-traded funds

8,085

—
Purchases of limited partnerships

(14,329)

(13,016)
Distributions and redemptions from limited partnerships

3,139

4,043
Purchases of short-term investments

(34,955)

(293,065)
Sales of short-term investments

78,827

315,767
Acquisition of fixed assets and capitalized software

(4,164)

(4,903)
Net cash used in investing activities – continuing operations

(170,613)

(243,650)
Net cash provided by (used in) investing activities – discontinued operations

1,286

(380)
Net cash used in investing activities

(169,327)

(244,030)

Financing activities




Payments related to offering costs

(49)

—
Proceeds from shares issued

—

51,599
Tax withholding on stock compensation awards

(2,389)

(149)
Proceeds from secured loan payable

24,997

—
Repayment of secured loan payable

(754)

—
Proceeds from notes payable

35,000

—
Repayment of notes payable

—

(18,000)
Net cash provided by financing activities

56,805

33,450

Net change in cash and cash equivalents

8,188

1,481
Cash, cash equivalents and restricted cash at beginning of year – continuing operations

27,497

29,900
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

(1,706)

(387)
Cash, cash equivalents and restricted cash at end of period – continuing operations

$
34,234

$
32,028


	Six Months Ended June 30
($ in thousands)	2021		2020
Operating activities
Net income from continuing operations	$	55,609	$	24,094
Net (loss) income from discontinued operations		(3,882)		536
Net income		51,727		24,630

Adjustments to reconcile net income to net cash provided by operating activities:
Provision for deferred taxes		6,649		992
Realized investment gains, net		(48,892)		(2,123)
Net limited partnerships and limited liability companies gains		(8,100)		(1,254)
Net amortization from bonds and commercial loans		1,157		1,808
Net change in fair value of non-redeemable preferred stock securities		22		(115)
Net change in fair value of bond exchange-traded funds		1,511		—
Depreciation and amortization		4,487		4,186
Amortization of debt issuance costs		858		169
Stock based compensation		3,904		4,813

Changes in:
Premiums and other receivables, net		15,098		46,485
Receivable from reinsurers on paid losses and reinsurance receivable on unpaid losses		17,761		53,509
Ceded reinsurance payable		(14,723)		2,556
Accrued investment income		4,034		(509)
Deferred policy acquisition costs		(3,987)		4,225
Prepaid reinsurance premiums		10,163		(4,976)
Reserve for unpaid losses and loss adjustment expenses		(3,968)		22,475
Reserve for unearned premiums		1,602		(32,289)
Funds withheld related to sale of affiliate		2		(76)
Funds held under reinsurance agreements		(4,080)		(35,997)
Other assets		9,901		(4,465)
Other liabilities		19,157		10,324
Total adjustments		12,556		69,738
Net cash provided by operating activities – continuing operations		68,165		93,832
Net cash provided by operating activities – discontinued operations		68		115
Net cash provided by operating activities		68,233		93,947

Investing activities
Purchases of available-for-sale fixed maturity securities		(652,395)		(408,224)
Sales of available-for-sale fixed maturity securities		1,025,174		194,904
Redemptions of available-for-sale fixed maturity securities		182,428		111,877
Purchases of non-redeemable preferred stock securities		—		(11,669)
Sales of non-redeemable preferred stock securities		5,627		—
Redemptions of commercial levered loans		7,026		608
Sales of bond exchange-traded funds		43,371		—
Purchases of limited partnerships		(2,035)		(13,651)
Distributions and redemptions from limited partnerships		3,453		1,847
Purchases of short-term investments		(161,382)		(34,955)
Sales of short-term investments		142,714		78,485
Acquisition of fixed assets and capitalized software		(2,373)		(2,634)
Net cash provided by (used in) investing activities – continuing operations		591,608		(83,412)
Net cash provided by investing activities – discontinued operations		1,599		634
Net cash provided by (used in) investing activities		593,207		(82,778)

Financing activities
Payments related to offering costs		—		(49)
Tax withholding on stock compensation awards		(655)		(2,263)
Proceeds from stock purchase plan		60		—
Proceeds from secured loan payable		—		24,997
Repayment of secured loan payable		(1,905)		—
Net cash (used in) provided by financing activities		(2,500)		22,685

Net change in cash and cash equivalents		658,940		33,854
Cash, cash equivalents and restricted cash at beginning of year – continuing operations		19,603		27,497
Cash, cash equivalents and restricted cash at beginning of year – discontinued operations		1,779		255
Less: cash, cash equivalents and restricted cash at end of period – discontinued operations		(3,446)		(1,003)
Cash, cash equivalents and restricted cash at end of period – continuing operations	$	676,876	$	60,603

See accompanying notes to interim consolidated financial statements (unaudited)

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”) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and do not contain all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s ~~2019~~2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February ~~24, 2020, as amended by Amendment No. 1 to Form 10-K filed with the SEC on March 10, 2020.~~23, 2021. 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.

~~Prior to July 25, 2019,~~Effective August 4, 2021, the Company ~~was a wholly-owned subsidiary of ProSight Global Holdings Limited~~completed its previously announced merger with Pedal Merger Sub, Inc. (“~~PGHL”~~Merger Sub”), ~~a Bermuda holding company. Effective July 25, 2019, prior~~pursuant to the ~~completion~~agreement and plan of ~~the Company’s initial public offering~~merger (the “Merger Agreement”) by and among Pedal Parent Inc. (“~~IPO”~~Parent”), ~~PGHL~~owned by affiliates of TowerBrook Capital Partners L.P. and Further Global Capital Management, and Merger Sub. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “merger”), with the Company surviving as a wholly owned subsidiary of Parent.

Pursuant to the ~~merger (the “merger”). The prior holders of PGHL’s equity interests then outstanding received, as merger consideration,~~Merger Agreement, each ProSight common share held by our stockholders converted into the right to receive ~~6.46 shares~~$12.85 in cash, without interest. In connection with the merger, the Company executed an adverse development cover and loss portfolio transfer transaction with Cavello Bay Reinsurance Limited.

In connection with the merger, all outstanding obligations in respect of principal, interest and fees under the ~~Company’s common stock for each such outstanding PGHL equity interest.~~

~~All share~~Credit Agreement, dated as of June 12, 2020, (the “Credit Agreement”) were repaid and ~~per share amounts in~~all commitments under 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~~Credit Agreement were terminated. Simultaneously with the consummation of the merger and ~~related conversion~~the termination of ~~shares, including reclassifying~~the Credit Agreement, the Company entered into a credit agreement with third-party lenders and an ~~amount equal~~administrative agent dated August 4, 2021, with terms that were materially similar to the ~~change in value of common stock to additional paid-in capital, as well as the effectiveness of the Certificate of Incorporation.~~Credit Agreement.

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. Recently Adopted Accounting Standards

Accounting Guidance Adopted

In ~~February 2016,~~August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2016-02,~~ ~~Leases~~ ~~(“ASU 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 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 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 certain of its leases). The Company

~~Table of Contents~~

~~ProSight Global, Inc. and Subsidiaries~~

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

also elected the package of practical expedients under the transition guidance, which allowed the Company 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 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 adoption of this guidance did not have a material impact on the 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 in the first quarter of 2020 using a modified retrospective approach. As of January 1, 2020, the Company’s adoption of this guidance did not have a material impact on 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~~ ~~(“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 unobservable inputs used to develop Level 3 fair value measurements. The Company adopted ASU 2018-13 in the first quarter of 2020 using a retrospective approach and as the requirements of this literature are disclosure only, ASU 2018-13 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 and does not expect a material impact on its financial condition and 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. The Company adopted ASU 2018-15 ~~is effective for public entities for annual periods beginning~~as of January 1, 2021 and elected to apply the adopted guidance prospectively to all implementation costs incurred after ~~December 15, 2019, including interim periods within those annual periods, with early~~the 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.~~date. The ~~Company is currently evaluating the impact~~Company’s adoption of this guidance did not have a material impact on ~~its~~the Company’s financial condition or results of operations.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

Accounting Guidance Not Yet Adopted

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

~~Table of Contents~~

~~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

The following table represents the supplemental cash flow information for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

Nine Months Ended September 30
($ in thousands)

2020

2019
Cash paid (received) during the period for:




Interest

$
6,427

$
6,783
Federal income tax

$
5,553

$
(366)
Non-cash activity:

Operating lease right-of-use assets due to the adoption of ASU 2016-02 - continuing operations

$
3,454

$
—
Operating lease right-of-use assets due to the adoption of ASU 2016-02 - discontinued operations

$
2,164

$
—
Operating lease liabilities due to the adoption of ASU 2016-02 - continuing operations

$
3,849

$
—
Operating lease liabilities due to the adoption of ASU 2016-02 - discontinued operations

$
2,506

$
—
Tax benefit on payments related to offering costs

$
635

$
—


	Six Months Ended June 30
($ in thousands)	2021		2020
Cash paid during the period for:
Interest	$	4,385	$	6,187
Federal income tax	$	5,850	$	—
Non-cash activity:
Operating lease right-of-use assets due to the adoption of ASU 2016-02 - continuing operations	$	1,461	$	4,117
Operating lease right-of-use assets due to the adoption of ASU 2016-02 - discontinued operations	$	1,987	$	2,174
Operating lease liabilities due to the adoption of ASU 2016-02 - continuing operations	$	1,665	$	4,624
Operating lease liabilities due to the adoption of ASU 2016-02 - discontinued operations	$	2,274	$	2,526
Tax benefit on payments related to offering costs	$	—	$	635

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company withheld ~~185,806~~50,926 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 ~~364,948.~~183,677.

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 loss from discontinued operations was $1.5 million and $3.9 million for the three and six months ended June 30, 2021. Net income from discontinued operations was ~~$0.0~~$0.3 million and ~~$0.6~~$0.5 million for the three and ~~nine~~six months ended ~~September~~June 30, 2020. ~~Net loss from discontinued operations was $0.0 million and $0.4 million for the three and nine months ended September 30, 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 sheets:


	September 30,		December 31,		June 30,		December 31,
($ in thousands)	2020		2019		2021		2020
Assets
Cash and investments	$	10,464	$	10,428	$	11,032	$	10,939
Other assets		13,020		11,156		11,677		10,415
Total assets	$	23,484	$	21,584	$	22,709	$	21,354

Liabilities
Reserve for unpaid losses and loss adjustment expenses	$	24,418	$	24,169	$	38,668	$	32,414
Other liabilities		9,536		7,409		5,447		5,315
Total liabilities	$	33,954	$	31,578	$	44,115	$	37,729

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, bond exchange-traded funds, and short-term investments. Fixed maturity securities may include U.S. Treasury securities, government agency securities, municipal debt obligations, residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”), collateralized loan obligations (“CLO”), asset-backed securities (“ABS”) and corporate debt securities.

109

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

~~(“CMBS”), collateralized loan obligations (“CLO”), asset-backed securities (“ABS”) and corporate debt securities.~~ Corporate debt securities may include 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 fixed maturity securities included in assets from continuing operations at ~~September~~June 30, ~~2020,~~2021, are as follows:


	Cost/				Gross		Gross				Cost/				Gross		Gross
	Amortized		Credit Loss		Unrealized		Unrealized		Fair		Amortized		Credit Loss		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Allowance		Gains		Losses		Value		Cost		Allowance		Gains		Losses		Value
Fixed maturity securities:
U.S. Treasury securities	$	29,426	$	—	$	2,087	$	—	$	31,513	$	45,555	$	—	$	1,269	$	(28)	$	46,796
Government agency securities		28,990		—		546		(16)		29,520		19,935		—		148		(171)		19,912
Corporate debt securities		1,319,438		(1,052)		72,390		(8,798)		1,381,978		1,026,771		(508)		38,803		(12,676)		1,052,390
Municipal debt obligations		179,694		—		6,547		(323)		185,918		144,356		—		3,100		(435)		147,021
ABS		53,705		—		574		(732)		53,547		64,590		—		505		(200)		64,895
CLO		174,589		(6)		88		(3,501)		171,170		90,942		—		60		(427)		90,575
CMBS		113,076		—		7,076		(427)		119,725		53,219		—		1,570		(217)		54,572
RMBS - non-agency		112,904		(612)		7,366		(1,723)		117,935		89,432		(503)		5,262		(474)		93,717
RMBS - agency		164,953		—		3,947		(13)		168,887		116,997		—		808		(1,113)		116,692
Total fixed maturity securities	$	2,176,775	$	(1,670)	$	100,621	$	(15,533)	$	2,260,193	$	1,651,797	$	(1,011)	$	51,525	$	(15,741)	$	1,686,570

The gross unrealized gains and losses on fixed maturity securities included in assets from continuing operations at December 31, ~~2019,~~2020, are as follows:


	Cost/		Gross		Gross				Cost/				Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Credit Loss		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Gains		Losses		Value		Cost		Allowance		Gains		Losses		Value
Fixed maturity securities:
U.S. Treasury securities	$	49,161	$	838	$	(14)	$	49,985	$	50,248	$	—	$	1,909	$	—	$	52,157
Government agency securities		6,522		23		(14)		6,531		30,446		—		561		—		31,007
Corporate debt securities		1,308,094		33,743		(3,025)		1,338,812		1,317,667		(598)		86,447		(6,485)		1,397,031
Municipal debt obligations		80,338		243		(766)		79,815		198,773		—		8,437		(116)		207,094
ABS		73,068		854		(340)		73,582		54,989		—		696		(427)		55,258
CLO		181,704		125		(2,280)		179,549		140,615		—		154		(1,643)		139,126
CMBS		95,810		1,863		(147)		97,526		111,313		—		7,008		(361)		117,960
RMBS - non-agency		62,343		9,458		(191)		71,610		109,110		(859)		8,619		(734)		116,136
RMBS - agency		142,363		1,256		(347)		143,272		146,582		—		3,721		(15)		150,288
Total fixed maturity securities	$	1,999,403	$	48,403	$	(7,124)	$	2,040,682	$	2,159,743	$	(1,457)	$	117,552	$	(9,781)	$	2,266,057

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

(b) The following table summarizes the fair values and gross unrealized losses for fixed maturity securities in an unrealized loss position at ~~September~~June 30, ~~2020,~~2021, grouped by asset class and by duration of time in a continuous unrealized loss position:


	Less Than 12 Months				Greater Than 12 Months				Total				Less Than 12 Months				Greater Than 12 Months				Total
											Total												Total
	Fair		Unrealized		Fair		Unrealized		Total		Unrealized		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													$	23,079	$	(28)	$	—		—	$	23,079	$	(28)
Government agency securities	$	4,639	$	(16)	$	—	$	—	$	4,639	$	(16)		11,949		(171)		—		—		11,949		(171)
Corporate debt securities		71,409		(1,875)		122,671		(6,923)		194,080		(8,798)		193,335		(3,096)		88,194		(9,580)		281,529		(12,676)
Municipal debt obligations		26,466		(237)		3,441		(86)		29,907		(323)		48,243		(431)		2,162		(4)		50,405		(435)
ABS		7,612		(497)		15,264		(235)		22,876		(732)		25,627		(136)		6,421		(64)		32,048		(200)
CLO		30,319		(171)		131,400		(3,330)		161,719		(3,501)		7,596		(17)		41,476		(410)		49,072		(427)
CMBS		13,207		(311)		5,727		(116)		18,934		(427)		12,138		(202)		4,695		(15)		16,833		(217)
RMBS - non-agency		24,347		(762)		9,965		(961)		34,312		(1,723)		15,300		(210)		5,821		(264)		21,121		(474)
RMBS - agency		7,741		(13)		—		—		7,741		(13)		82,760		(1,113)		—		—		82,760		(1,113)
Total fixed maturity securities	$	185,740	$	(3,882)	$	288,468	$	(11,651)	$	474,208	$	(15,533)	$	420,027	$	(5,404)	$	148,769	$	(10,337)	$	568,796	$	(15,741)

The following table summarizes the fair values and gross unrealized losses for fixed maturity securities in an unrealized loss position at December 31, ~~2019,~~2020, grouped by asset class and by duration of time in a continuous unrealized loss position:


	Less Than 12 Months				Greater Than 12 Months				Total				Less Than 12 Months				Greater Than 12 Months				Total
											Total												Total
	Fair		Unrealized		Fair		Unrealized		Total		Unrealized		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	$	—	$	—	$	7,469	$	(14)	$	7,469	$	(14)
Government agency securities		3,192		(14)		—		—		3,192		(14)
Corporate debt securities		133,341		(2,509)		50,695		(516)		184,036		(3,025)	$	36,450	$	(740)	$	101,628	$	(5,745)	$	138,078	$	(6,485)
Municipal debt obligations		66,355		(766)		—		—		66,355		(766)		12,211		(73)		3,344		(43)		15,555		(116)
ABS		27,884		(175)		11,165		(165)		39,049		(340)		9,121		(364)		9,461		(63)		18,582		(427)
CLO		28,485		(338)		110,825		(1,942)		139,310		(2,280)		29,909		(215)		82,758		(1,428)		112,667		(1,643)
CMBS		18,307		(102)		6,053		(45)		24,360		(147)		17,559		(348)		800		(13)		18,359		(361)
RMBS - non-agency		2,173		(14)		2,418		(177)		4,591		(191)		11,759		(249)		6,723		(485)		18,482		(734)
RMBS - agency		10,450		(12)		12,367		(335)		22,817		(347)		2,467		(15)		—		—		2,467		(15)
Total fixed maturity securities	$	290,187	$	(3,930)	$	200,992	$	(3,194)	$	491,179	$	(7,124)	$	119,476	$	(2,004)	$	204,714	$	(7,777)	$	324,190	$	(9,781)

(c) The Company was holding ~~290~~360 and ~~313~~212 fixed maturity securities that were in an unrealized loss position as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the 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 to 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 of expected cash flows. If the results of the cash flow analysis indicate that the Company will not recover the full amount of its amortized cost basis, the Company records a credit loss for the excess of amortized cost over the present value of expected cash flows, not to exceed the unrealized loss. Changes in the credit loss allowance are recognized through realized investment gains, net on the consolidated statements of operations. The credit loss allowance benefit for fixed maturity securities was ~~$0.3~~$0.0 million and $0.4 million for the three and six months ended ~~September~~June 30, ~~2020.~~2021, respectively. The credit loss allowance expense for fixed maturity securities was ~~$1.7~~$1.6 million and $2.0 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2020.~~2020, respectively.

1211

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

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


	December 31,		Additions		Reduction		Reduction		Change in Securities		September 30,		December 31,		Additions		Reduction		Reduction		Change in Securities		June 30,
($ in thousands)	2019		New Securities		Sales		Intent to Sell		with Previous Allowance		2020		2020		New Securities		Sales		Intent to Sell		with Previous Allowance		2021
Fixed maturity securities:
Corporate debt securities	$	—	$	1,171	$	(119)	$	—	$	—	$	1,052	$	598	$	—	$	(111)	$	—	$	21	$	508
ABS		—		3		(3)		—		—		—
CLO		—		6		—		—		—		6
RMBS - non-agency		—		696		(84)		—		—		612		859		—		(59)		—		(297)		503
Total fixed maturity securities allowance	$	—	$	1,876	$	(206)	$	—	$	—	$	1,670	$	1,457	$	—	$	(170)	$	—	$	(276)	$	1,011


	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

(d) The amortized cost and fair value of fixed maturity securities, excluding the Company’s structured securities portfolio, at ~~September~~June 30, ~~2020,~~2021, 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.


	September 30, 2020				June 30, 2021
	Amortized		Fair		Amortized		Fair
($ in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	120,270	$	121,506	$	112,908	$	114,423
Due after one through five years		617,687		643,790		506,126		517,934
Due after five through ten years		513,039		543,555		389,723		400,097
Due after ten years		277,562		290,558		207,925		213,753
		1,528,558		1,599,409		1,216,682		1,246,207
Structured securities:
Government agency securities		28,990		29,520		19,935		19,912
ABS		53,705		53,547		64,590		64,895
CLO		174,589		171,170		90,942		90,575
CMBS		113,076		119,725		53,219		54,572
RMBS - non-agency		112,904		117,935		89,432		93,717
RMBS - agency		164,953		168,887		116,997		116,692
Total fixed maturity securities	$	2,176,775	$	2,260,193	$	1,651,797	$	1,686,570

The Company did not have any non-income producing fixed maturity investments as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

(e) The Company records its limited partnership and limited liability companies using net asset value, which the Company has determined to be the best indicator of fair value for these investments. At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the fair value of limited partnerships and limited liability companies were ~~$84.6~~$97.1 million and ~~$66.7~~$90.5 million, 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 Pacific Investment Management Company LLC Tactical Opportunities fund, which is carried at ~~$44.5~~$49.2 million at ~~September~~June 30, ~~2020.~~2021.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The carrying values used for investments in limited partnerships and limited liability companies generally are established on the basis of the current valuations provided 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

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~~ProSight Global, Inc. and Subsidiaries~~

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

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

(f) The Company invests in commercial 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 credit losses on loans. Interest on loans is calculated using the simple interest method on the daily principal amount outstanding. There was no0 allowance for credit losses on loans at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

(g) Proceeds from sales and redemptions in AFS securities totaled ~~$92.0~~$726.2 million and ~~$71.5~~$154.0 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Proceeds from sales and redemptions in AFS securities totaled ~~$398.8~~$1,207.6 million and ~~$168.6~~$306.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Gross realized gains from sales and redemptions in AFS securities totaled ~~$1.1~~$17.1 million and ~~$0.3~~$3.7 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Gross realized gains from sales and redemptions in AFS securities totaled ~~$5.8~~$49.9 million and ~~$0.9~~$4.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Gross realized losses from sales and redemptions of AFS investments totaled ~~$0.0~~$1.4 million and ~~$0.0~~$0.2 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Gross realized losses from sales and redemptions of AFS investments totaled ~~$0.6~~$1.5 million and ~~$0.4~~$0.6 million for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, respectively.

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ProSight Global, Inc. and ~~2019, respectively.~~Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

(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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, is as follows:


	Three Months Ended September 30				Nine Months Ended September 30				Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Fixed maturity securities	$	15,040	$	16,764	$	47,171	$	49,414	$	11,826	$	15,849	$	25,585	$	32,131
Net limited partnerships and limited liability companies gains		5,508		468		6,762		2,862		2,917		8,131		8,100		1,254
Other		685		309		1,231		868		1,084		461		(414)		546
Gross investment income		21,233		17,541		55,164		53,144		15,827		24,441		33,271		33,931
Less: investment income attributable to funds withheld liabilities		(98)		141		156		424		98		118		202		254
Less: expenses		1,024		426		2,095		1,190		1,148		532		1,809		1,071
Net investment income	$	20,307	$	16,974	$	52,913	$	51,530	$	14,581	$	23,791	$	31,260	$	32,606

(i) Included in investments at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, 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 ~~$231.5~~$230.5 million and ~~$210.8~~$233.4 million, respectively. Fair value and carrying value of assets in the amount of ~~$330.0~~$254.5 million and ~~$313.5~~$243.5 million, respectively, were on deposit in collateral agreements at ~~September~~June 30, ~~2020.~~2021. Fair value and carrying value of assets in the amount of ~~$367.1~~$256.4 million and ~~$352.0~~$241.0 million, respectively, were on deposit in collateral agreements at December 31, ~~2019.~~2020.

(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 loan values, on the portfolio.

~~Table of Contents~~

~~ProSight Global, Inc. and Subsidiaries~~

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

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

The change in fair value recognized in income on non-redeemable preferred stock securities for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was a gain of $0.1 million and ~~$0.2~~$0.5 million, respectively. The gain consisted of a gain recognized on the sale of non-redeemable preferred stock securities of $0.5 million and an unrealized loss of $0.4 million for the three months ended June 30 2021. The gain consisted of a gain recognized on the sale of non-redeemable preferred stock securities $0.5 million for the six months ended June 30 2021.

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. The gain consisted of an unrealized gain of $0.4 million and $0.1 million for the three and six months ended June 30 2020, respectively.

(l) Bond exchange-traded funds 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.

The change in fair value recognized in income on bond exchange-traded funds for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$0.0~~a gain of $0.2 million and a loss of $1.3 million, respectively. The gain consisted of a realized gain on the sale of bond exchange-traded funds of $0.2 million for the three months ended June 30, 2021. The loss consisted of a realized loss on the sale of bond exchange-traded funds of $1.3 million for the six months ended June 30, 2021, respectively.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

(m) The Company began participating in a securities lending program in March 2021. The Company loans certain of its securities to third parties, for short periods through a lending agent. The Company maintains legal control over the securities it lends, retains the earnings and cash flows associated with the loaned securities and receives a fee from the borrower for the temporary use of the securities and cash collateral received earns income which are both recorded within net investment income on the consolidated statement of operations. Collateral recorded within restricted cash on the consolidated balance sheet is received in an amount that is in excess of fair value at the time of borrowing (102% for domestic loaned securities and 105% for foreign loaned securities), including accrued investment income and is monitored and maintained by the lending agent. A securities lending payable is recorded within other liabilities on the consolidated balance sheet, which represents the Company’s obligation to return collateral upon receiving borrowed securities. An indemnification agreement with the lending agent protects the Company on the event a borrower becomes insolvent or fails to return any securities on loan to the Company. As of June 30, 2021, the fair value of the cash collateral received by the Company was $11.4 million.

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.

The Company’s Level 1 assets include bond exchange-traded funds.

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, 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.

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~~ProSight Global, Inc. and Subsidiaries~~

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

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, certain non-redeemable preferred stock 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

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

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 and non-redeemable preferred stock securities classified under Level 3 in the fair value hierarchy are either provided to the Company by an independent valuation service provider or calculated by the Company. For certain securities, the Company uses observable inputs such as readily available indices as well as change in estimated fund returns provided by third party investment managers. Unobservable inputs, significant to the measurement and valuation of the corporate debt securities are assumptions about prepayment speed, default rates and recovery rates. 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.

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.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The following are the major categories of assets measured at fair value on a recurring basis at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

September 30, 2020
($ in thousands)

Level 1

Level 2

Level 3

Total
Fixed maturity securities:








U.S. Treasury securities

$
—

$
31,513

$
—

$
31,513
Government agency securities

—

29,520

—

29,520
Corporate debt securities

—

1,196,059

185,919

1,381,978
Municipal debt obligations

—

185,918

—

185,918
ABS

—

53,547

—

53,547
CLO

—

171,170

—

171,170
CMBS

—

119,725

—

119,725
RMBS - non agency

—

117,935

—

117,935
RMBS - agency

—

168,887

—

168,887
Total fixed maturity securities

—

2,074,274

185,919

2,260,193
Non-redeemable preferred stock securities

—

10,513

1,400

11,913
Bond exchange-traded funds

12,838

—

—

12,838
Total categorized

$
12,838

$
2,084,787

$
187,319

$
2,284,944

Investments measured at net asset value:

Limited partnerships and limited liability companies

84,608
Total of invested assets carried at fair value

$
2,369,552


	June 30, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
Fixed maturity securities:
U.S. Treasury securities	$	—	$	46,796	$	—	$	46,796
Government agency securities		—		19,912		—		19,912
Corporate debt securities		—		741,341		311,049		1,052,390
Municipal debt obligations		—		147,021		—		147,021
ABS		—		64,895		—		64,895
CLO		—		90,575		—		90,575
CMBS		—		54,572		—		54,572
RMBS - non agency		—		93,717		—		93,717
RMBS - agency		—		116,692		—		116,692
Total fixed maturity securities		—		1,375,521		311,049		1,686,570
Non-redeemable preferred stock securities		—		—		1,400		1,400
Total categorized	$	—	$	1,375,521	$	312,449	$	1,687,970

Investments measured at net asset value:
Limited partnerships and limited liability companies								97,150
Total of invested assets carried at fair value							$	1,785,120


	December 31, 2020
($ in thousands)	Level 1		Level 2		Level 3		Total
Fixed maturity securities:
U.S. Treasury securities	$	—	$	52,157	$	—	$	52,157
Government agency securities		—		31,007		—		31,007
Corporate debt securities		—		1,139,066		257,965		1,397,031
Municipal debt obligations		—		207,094		—		207,094
ABS		—		55,258		—		55,258
CLO		—		139,126		—		139,126
CMBS		—		117,960		—		117,960
RMBS - non agency		—		116,136		—		116,136
RMBS - agency		—		150,288		—		150,288
Total fixed maturity securities		—		2,008,092		257,965		2,266,057
Non-redeemable preferred stock securities		—		5,649		1,400		7,049
Bond exchange-traded funds		44,882		—		—		44,882
Total categorized	$	44,882	$	2,013,741	$	259,365		2,317,988

Investments measured at net asset value:
Limited partnerships and limited liability companies								90,468
Total of invested assets carried at fair value							$	2,408,456

1617

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

December 31, 2019
($ in thousands)

Level 1

Level 2

Level 3

Total
Fixed maturity securities:

U.S. Treasury securities

$
—

$
49,985

$
—

$
49,985
Government agency securities

—

6,531

—

6,531
Corporate debt securities

—

1,189,181

149,631

1,338,812
Municipal debt obligations

—

79,815

—

79,815
ABS

—

73,582

—

73,582
CLO

—

179,549

—

179,549
CMBS

—

97,526

—

97,526
RMBS - non agency

—

71,610

—

71,610
RMBS - agency

—

143,272

—

143,272
Total categorized

$
—

$
1,891,051

$
149,631

$
2,040,682

Investments measured at net asset value:

Limited partnerships and limited liability companies

66,660
Total of invested assets carried at fair value

$
2,107,342

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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

September 30, 2020

Carrying

Fair Value
($ in thousands)

Value

Total

Level 1

Level 2

Level 3
Assets










Commercial levered loans

$
13,433

$
12,991

$
—

$
—

$
12,991

Liabilities










Notes payable

$
200,000

$
200,888

$
—

$
200,888

$
—
Unamortized debt issuance costs

(53)

Notes payable, net of debt issuance costs

$
199,947

Secured loan payable

$
24,243

$
24,502

$
—

$
24,502

$
—
Unamortized debt issuance costs

—

Secured loan payable, net of issuance costs

$
24,243


	December 31, 2019										June 30, 2021
	Carrying		Fair Value								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	$	14,069	$	13,950	$	—	$	—	$	13,950	$	5,299	$	5,269	$	—	$	—	$	5,269

Liabilities
Notes payable	$	165,000	$	167,507	$	—	$	167,507	$	—	$	207,000	$	207,661	$	—	$	207,661	$	—
Unamortized debt issuance costs		(307)										(2,971)
Notes payable, net of debt issuance costs	$	164,693									$	204,029

Secured loan payable											$	20,845	$	21,039	$	—	$	21,039	$	—
Unamortized debt issuance costs												(72)
Secured loan payable, net of issuance costs											$	20,773


	December 31, 2020
	Carrying		Fair Value
($ in thousands)	Value		Total		Level 1		Level 2		Level 3
Assets
Commercial levered loans	$	12,308	$	12,180	$	—	$	—	$	12,180

Liabilities
Notes payable	$	207,000	$	207,537	$	—	$	207,537	$	—
Unamortized debt issuance costs		(3,733)
Notes payable, net of debt issuance costs	$	203,267

Secured loan payable	$	22,750	$	23,265	$	—	$	23,265	$	—
Unamortized debt issuance costs		(82)
Secured loan payable, net of issuance costs	$	22,668

The fair value of the notes payable at ~~September~~June 30, ~~2020,~~2021, approximated a price equal to ~~$200.9~~$207.7 million or ~~100.4%~~100.3% of the par value. The fair value of the secured loan payable at ~~September~~June 30, ~~2020,~~2021, approximated a price equal to ~~$24.5~~$21.0 million or ~~101.1%~~101.3% of the par value.

The fair value of the notes payable at December 31, ~~2019,~~2020, approximated a price equal to ~~$167.5~~$207.5 million or ~~101.5%~~100.3% of the par value. The fair value of the secured loan payable at December 31, 2020, approximated a price equal to $23.3 million or 102.3% of the par value.

1718

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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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~

Non-Redeemable

Corporate Debt

Preferred Stock

Level 3
($ in thousands)

Securities

Securities

Total
Fair value, December 31, 2019

$
149,631

$
—

$
149,631
Total net losses for the period included in:

Other comprehensive loss

(355)

—

(355)
Net realized loss

(4)

—

(4)
Purchases

39,364

1,400

40,764
Sales

—

—

—
Issuances

—

—

—
Settlements

(2,717)

—

(2,717)
Transfers into Level 3

—

—

—
Transfers out of Level 3

—

—

—
Fair value, September 30, 2020

$
185,919

$
1,400

$
187,319

Level 3

Corporate Debt
($ in thousands)

Securities
Fair value, December 31, 2018

$
126,497
Total net gains (losses) for the period included in:

Other comprehensive income

1,514
Net realized loss

(4)
Purchases

4,372
Sales

—
Issuances

—
Settlements

(2,793)
Transfers into Level 3

—
Transfers out of Level 3

—
Fair value, September 30, 2019

$
129,586

2020:


			Non-Redeemable
	Corporate Debt		Preferred Stock		Level 3
($ in thousands)	Securities		Securities		Total
Fair value, December 31, 2020	$	257,965	$	1,400	$	259,365
Total net losses for the period included in:
Other comprehensive loss		(2,922)		—		(2,922)
Net realized loss		(165)		—		(165)
Purchases		70,894		—		70,894
Sales		—		—		—
Issuances		—		—		—
Settlements		(14,723)		—		(14,723)
Transfers into Level 3		—		—		—
Transfers out of Level 3		—		—		—
Fair value, June 30, 2021	$	311,049	$	1,400	$	312,449


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

7. Accumulated Other Comprehensive Income

The following table summarizes the components of accumulated other comprehensive income (“AOCI”) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

($ in thousands)

Gross

Tax

Net
June 30, 2020

$
65,730

$
12,974

$
52,756
Unrealized holding gains on fixed maturity securities

25,016

5,190

19,826
Amounts reclassified into net income

1,531

228

1,303
Amounts reclassified as credit losses

316

66

250
Other comprehensive income

23,169

4,896

18,273
September 30, 2020

$
88,899

$
17,870

$
71,029


($ in thousands)	Gross		Tax		Net		Gross		Tax		Net
June 30, 2019	$	34,898	$	6,054	$	28,844
March 31, 2021							$	39,909	$	7,625	$	32,284
Unrealized holding gains on fixed maturity securities		11,943		2,651		9,292		15,275		3,206		12,069
Amounts reclassified into net income		4,362		156		4,206		16,542		3,310		13,232
Other comprehensive income		7,581		2,495		5,086
September 30, 2019	$	42,479	$	8,549	$	33,930
Amounts reclassified as credit losses								23		5		18
Other comprehensive loss								(1,290)		(109)		(1,181)
June 30, 2021							$	38,619	$	7,516	$	31,103


($ in thousands)	Gross		Tax		Net
March 31, 2020	$	(31,469)	$	(7,481)	$	(23,988)
Unrealized holding gains on fixed maturity securities		99,307		20,851		78,456
Amounts reclassified into net income		3,678		726		2,952
Amounts reclassified as credit losses		(1,570)		(330)		(1,240)
Other comprehensive income		97,199		20,455		76,744
June 30, 2020	$	65,730	$	12,974	$	52,756

1819

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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, 2019	$	46,123	$	8,670	$	37,453
Unrealized holding gains on fixed maturity securities		47,257		9,939		37,318
December 31, 2020							$	111,755	$	22,633	$	89,122
Unrealized holding losses on fixed maturity securities								(23,048)		(4,849)		(18,199)
Amounts reclassified into net income		6,151		1,090		5,061		49,642		10,174		39,468
Amounts reclassified as credit losses		(1,670)		(351)		(1,319)		446		94		352
Other comprehensive income		42,776		9,200		33,576
September 30, 2020	$	88,899	$	17,870	$	71,029
Other comprehensive loss								(73,136)		(15,117)		(58,019)
June 30, 2021							$	38,619	$	7,516	$	31,103


($ in thousands)	Gross		Tax		Net		Gross		Tax		Net
December 31, 2018	$	(29,760)	$	(7,445)	$	(22,315)
December 31, 2019							$	46,123	$	8,670	$	37,453
Unrealized holding gains on fixed maturity securities		76,576		16,098		60,478		22,241		4,749		17,492
Amounts reclassified into net income		4,337		104		4,233		4,620		862		3,758
Amounts reclassified as credit losses								(1,986)		(417)		(1,569)
Other comprehensive income		72,239		15,994		56,245		19,607		4,304		15,303
September 30, 2019	$	42,479	$	8,549	$	33,930
June 30, 2020							$	65,730	$	12,974	$	52,756

The following table presents reclassifications out of AOCI attributable to the Company during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~

Line in Consolidated

Three Months Ended September 30

Nine Months Ended September 30
($ in thousands)

Statements of Operations

2020

2019

2020

2019
AOCI






Unrealized gains on securities

Realized investment gains, net

$
1,531

$
4,362

$
6,151

$
4,337

Income tax expense

228

156

1,090

104
Reclassification adjustment for credit losses included in net income

Realized investment gains, net

316

—

(1,670)

—

Income tax expense

66

—

(351)

—
Total reclassifications

$
1,553

$
4,206

$
3,742

$
4,233

2020:


	Line in Consolidated	Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	Statements of Operations	2021		2020		2021		2020
AOCI
Unrealized gains on securities	Realized investment gains, net	$	16,542	$	3,678	$	49,642	$	4,620
	Income tax expense		3,310		726		10,174		862
Reclassification adjustment for credit losses included in net income	Realized investment gains, net		23		(1,570)		446		(1,986)
	Income tax expense		5		(330)		94		(417)
Total reclassifications		$	13,250	$	1,712	$	39,820	$	2,189

8. Related-Party Information

~~Loans to Executives and Equity Distribution~~

The Company made loans of $4.2 million to certain executive officers, including the CEO. Most of the loans were made in connection with the settlement of RSUs and related tax withholdings. On March 15, 2019, all such loans were deemed repaid. On the same date, a special equity distribution of $4.2 million was made by the Company to the same executive officers, which was accounted for as a non-cash transaction on the Company’s consolidated balance sheets.

Transition and Separation Agreement

On May 3, 2019, the Company entered into a Transition and Separation Agreement (the “Separation Agreement”) with its former Chief Executive Officer (the “former CEO”). Under the Separation Agreement, the former CEO and the Company agreed to a general release of claims and his compliance with the restrictive covenants. The Company recorded no expense and an expense of $0.4 million for the three months ended September 30, 2020 and 2019, respectively, within other expense in the consolidated statements of operations relating to the severance payments and benefits payable to the former CEO. The Company recorded an expense of $0.3 million and $7.6 million for the nine months ended September 30, 2020 and 2019, respectively, within other expense in the consolidated statements of operations relating to the severance payments and benefits payable to the former CEO. Per the terms of the Separation Agreement, the former CEO’s profit interests (“P Shares”) were forfeited and outstanding RSUs are treated in accordance with the terms of the applicable

~~Table of Contents~~

~~ProSight Global, Inc. and Subsidiaries~~

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

~~award agreements. Additionally, the Company cancelled 137,987 shares of common stock in July 2019, with no consideration as per the terms of the Separation Agreement.~~

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.

The Company recorded 0 expense for the three months ended June 30, 2021 and 2020, respectively, within other expense in the consolidated statements of operations relating to the severance payments and benefits payable to the former CEO. The Company recorded 0 expense and $0.3 million for the six months ended June 30, 2021 and 2020, respectively, within other expense in the consolidated statements of operations relating to the severance payments and benefits payable to the former CEO.

Additionally, the Company entered into a niche management agreement with an independent agency founded by the former CEO. The Company recorded an expense of ~~$0.2~~$0.3 million and $0.6 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021, respectively.

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

9. Insurance Operations

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

Three Months Ended September 30

Nine Months Ended September 30
($ in thousands)

2020

2019

2020

2019
Written premiums








Direct written premiums

$
202,972

$
226,209

$
601,645

$
715,500
Assumed from other companies

567

987

2,072

2,566
Ceded to other companies

44,135

17,722

97,507

88,122
Net written premiums

$
159,404

$
209,474

$
506,210

$
629,944

Earned premiums








Direct earned premiums

$
205,877

$
229,816

$
640,485

$
683,906
Assumed from other companies

743

920

2,182

2,794
Ceded to other companies

34,244

28,281

83,000

86,157
Net earned premiums

$
172,376

$
202,455

$
559,667

$
600,543
Percent of amount assumed to net

0.4%

0.5%

0.4%

0.5%

Losses and loss adjustment expenses incurred








Direct net losses and loss adjustment expenses incurred

$
153,352

$
129,991

$
418,409

$
403,899
Assumed from other companies

3,086

1,230

3,713

6,162
Ceded to other companies

33,189

4,025

58,843

37,417
Net losses and loss adjustment expenses incurred

$
123,249

$
127,196

$
363,279

$
372,644


	Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2021		2020		2021		2020
Written premiums
Direct written premiums	$	239,587	$	185,722	$	408,359	$	398,673
Assumed from other companies		(1,065)		672		(446)		1,505
Ceded to other companies		26,811		29,771		44,281		53,372
Net written premiums	$	211,711	$	156,623	$	363,632	$	346,806

Earned premiums
Direct earned premiums	$	206,280	$	206,028	$	406,212	$	434,608
Assumed from other companies		(590)		697		100		1,439
Ceded to other companies		26,793		25,096		54,444		48,756
Net earned premiums	$	178,897	$	181,629	$	351,868	$	387,291
Percent of amount assumed to net		(0.3)%		0.4%		0.0%		0.4%

Losses and loss adjustment expenses incurred
Direct net losses and loss adjustment expenses incurred	$	136,827	$	120,680	$	244,284	$	265,057
Assumed from other companies		3,434		1,984		3,087		627
Ceded to other companies		25,861		10,191		27,448		25,654
Net losses and loss adjustment expenses incurred	$	114,400	$	112,473	$	219,923	$	240,030

In 2017, the Company ceded significant amounts of premium under the whole account quota share reinsurance agreements (“WAQS”). In 2018, the WAQS were terminated. To the extent of unearned premium at the time of termination, ceded written premiums, net of the ceding commission, was returned. In January 2020, the WAQS were commuted at no gain or loss to the Company.

~~Table of Contents~~

~~ProSight Global, Inc. and Subsidiaries~~

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

Allowances for Credit Losses

~~The following table is rollforward of the receivable allowance balances related to the risk of credit default as of September 30, 2020:~~

($ in thousands)

Nine Months Ended September 30, 2020

December 31, 2019

Current Provision

Write-offs

Recoveries

September 30, 2020
Premium receivable

$
5,056

$
3,002

$
(412)

—

$
7,646
Reinsurance receivable on paid and unpaid losses

505

201

—

—

706
Total receivable allowance

$
5,561

$
3,203

$
(412)

—

$
8,352

The allowance for credit loss for premium receivable is an assessment of ultimate non-collectability based on historical experience applicable to the respective current collection action status, age of the amount outstanding and expected collection costs. The credit loss allowance for premium receivables as of June 30, 2021 and December 31, 2020 were $5.3 million and $6.9 million, respectively.

The majority of the allowance relates to audit premium on workers’ compensation coverages assessed during or after the period of coverage whereby there is limited ability to cancel or limit coverage. In the final collection action at the insured level, collection agencies are typically engaged. The amount with collection agencies as of ~~September~~June 30, ~~2020~~2021 was ~~$6.3~~$5.5 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~~credit loss allowance for reinsurance receivables on paid and unpaid losses as of ~~uncollateralized exposure on unrated or counterparties rated below investment grade at September~~June 30, 2021 and December 31, 2020 ~~is $5.5 million. At September 30, 2020, 95.6% of uncollateralized exposures are rated above investment grade.~~were $0.7 million and $0.7 million, respectively.

Distribution Partners

The ~~three~~3 distribution partners contributing the largest amounts of direct written premium ~~(excluding the former distribution partner)~~ totaled ~~$60.9~~$96.7 million and ~~$75.4~~$80.8 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~three~~3 distribution partners contributing the largest amounts of direct written premium ~~(excluding the former distribution partner)~~ totaled ~~$207.8~~$153.5 million and ~~$208.4~~$146.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, 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. The Company does not anticipate any future premiums from this distribution partner other than audit premiums after the first quarter of 2019.

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

Unpaid Losses

Unpaid losses are based on individual case estimates for losses reported and include a provision for 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:

September 30
($ in thousands)

2020

2019
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

347,955

356,926
Prior years

560

2,367
Prior years attributable to adjusted premium

14,764

13,351
Total net losses and loss adjustment expenses incurred

363,279

372,644
Less:




Paid losses and loss expenses for claims occurring in the:




Current year

32,014

39,742
Prior years

228,655

243,172
Total paid losses and loss expenses for claims

260,669

282,914
Net reserve for unpaid losses and loss expenses, at end of period

1,430,306

1,301,247
Ceded reserve for unpaid losses and loss expenses, at end of period

158,856

213,977
Gross reserve for unpaid losses and loss expenses, at end of period

$
1,589,162

$
1,515,224


	June 30
($ in thousands)	2021		2020
Gross reserve for unpaid losses and loss expenses, at beginning of year	$	1,602,902	$	1,521,648
Ceded reserve for unpaid losses and loss expenses, at beginning of year		170,522		193,952
Net reserve for unpaid losses and loss expenses, at beginning of year		1,432,380		1,327,696
Add:
Incurred losses and loss expenses occurring in the:
Current year		210,287		227,842
Prior years		5,690		508
Prior years attributable to adjusted premium		3,946		11,680
Total net losses and loss adjustment expenses incurred		219,923		240,030
Less:
Paid losses and loss expenses for claims occurring in the:
Current year		24,087		12,168
Prior years		181,357		152,862
Total paid losses and loss expenses for claims		205,444		165,030
Net reserve for unpaid losses and loss expenses, at end of period		1,446,859		1,402,696
Ceded reserve for unpaid losses and loss expenses, at end of period		152,075		141,427
Gross reserve for unpaid losses and loss expenses, at end of period	$	1,598,934	$	1,544,123

During the ~~nine~~six months ended ~~September~~June 30, 2021, the Company’s reserve for unpaid losses and loss adjustment expenses for accident years 2020 and prior developed unfavorably by $5.7 million driven by $7.5 million unfavorable development in All Other lines, $4.7 million unfavorable development in Commercial Multiple Peril and $2.9 million unfavorable development in Commercial Auto offset by $6.2 million favorable development in Workers’ Compensation, $3.2 million favorable development in General Liability. In addition, the Company incurred $3.9 million of losses and loss adjustment expenses related to premium adjustments earned during the six months ended June 30, 2021 attributable to accident years 2020 and 2019.

The unfavorable development in All Other lines was due mainly to adverse development in accident years 2016 and 2018 from ocean marine liability exposures. The unfavorable development in Commercial Multiple Peril related primarily to accident year 2017 due largely to increased severities. The favorable development in Workers’ Compensation derived from lower than expected claims severity across all customer segments primarily in accident years 2017 and 2020.

During the six months ended June 30, 2020, the Company’s reserve for unpaid losses and loss adjustment expenses for accident years 2019 and prior developed unfavorably by ~~$0.6~~$0.5 million driven by ~~$23.2~~$12.1 million unfavorable development in General Liability and ~~$10.2~~$4.3 million unfavorable development in Commercial Multiple Peril offset by ~~$24.8~~$8.3 million favorable development in Workers’ Compensation, ~~$1.0~~$5.2 million favorable development in Commercial Auto and ~~$7.0~~$2.4 million favorable development in All Other lines. In addition, the Company incurred ~~$14.8~~$11.7 million of losses and loss adjustment expenses related to premium adjustments earned during the ~~nine~~six months ended ~~September~~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.~~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 ~~2018.~~2017. The favorable development in Commercial Auto was ~~derived by physical damage and liability property damage in accident year 2019.~~

During the nine months ended September 30, 2019, the Company’s estimated losses and loss expenses for accident years 2018 and prior developed unfavorably by $2.4 million driven by $23.2 million unfavorable development in General Liability lines partially offset by $18.7 million favorable development in Workers’ Compensation lines and $2.7 million of favorable development in Surety lines. In addition, the Company incurred $13.4 million of losses and loss adjustment expenses on earned premium attributable to prior accident years during the nine months ended September 30, 2019.

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

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.

10. Income Taxes

The Company is subject to the tax laws and regulations of the United States and various state jurisdictions. The Company files a consolidated federal tax return.

The Company has ~~one~~1 non-U.S. subsidiary, ProSight Specialty Bermuda Limited (“PSBL”), which has received an undertaking from the Minister of Finance in Bermuda that would exempt such 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 non-deductible expenses and discrete items recognized during the period. The Company’s effective tax rates were ~~21.6%~~20.6% and ~~19.4%~~21.6% for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~increase~~decrease in the effective tax rate for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the same period in ~~2019~~2020 was primarily due to the tax effect of share-based compensation. The Company’s effective tax rates were ~~21.8%~~21.4% and ~~21.2%~~21.9% for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~increase~~decrease in the effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to the same period in ~~2019~~2020 was primarily due to the tax effect of share-based compensation.

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.

11. Segment Information

The Company has ~~one~~1 reportable segment, Specialty Insurance, 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 Company’s reportable segment is based on the fact that the Company’s senior management reviews, assesses and 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 premiums by customer segments within our Specialty Insurance segment. “Other” includes gross written premiums from; (i) primary and excess workers’

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

compensation coverage for exited Self-Insured Groups, (ii) niches exited prior to 2018, many with a concentration in commercial auto, (iii) ~~certain fronting arrangements in which all premium written is ceded to a third party (iv)~~ participation in industry pools, and ~~(v)~~(iv) emerging new business.

Three Months Ended September 30

Nine Months Ended September 30

($ in thousands)

2020

2019

2020

2019

Customer Segment



















Construction

$
27,405

13.5
%
$
27,296

12.0
%
$
79,623

13.2
%
$
83,039

11.6
%
Consumer Services

23,712

11.7

35,502

15.6

95,010

15.7

100,880

14.0

Marine and Energy

27,677

13.6

26,064

11.5

87,288

14.5

71,509

10.0

Media and Entertainment

17,334

8.5

28,702

12.6

65,255

10.8

90,796

12.6

Professional Services

34,740

17.1

27,015

11.9

96,329

16.0

85,681

11.9

Real Estate

34,866

17.1

41,566

18.3

115,354

19.1

116,915

16.3

Sports

5,383

2.6

8,086

3.6

19,636

3.2

22,834

3.2

Transportation

30,802

15.1

29,621

13.0

39,929

6.6

79,363

11.1

Customer segment subtotal

201,919

99.2

223,852

98.5

598,424

99.1

651,017

90.7

Other

1,620

0.8

3,344

1.5

5,293

0.9

67,049

9.3

Specialty Insurance total

$
203,539

100.0
%
$
227,196

100.0
%
$
603,717

100.0
%
$
718,066

100.0
%


	Three Months Ended June 30								Six Months Ended June 30
($ in thousands)	2021				2020				2021				2020
Customer Segment
Construction	$	38,968	16.3	%	$	27,704	14.9	%	$	65,463	16.0	%	$	52,218	13.0	%
Consumer Services		41,784	17.5			40,730	21.8			64,408	15.8			71,298	17.8
Marine and Energy		33,013	13.8			26,821	14.4			57,224	14.0			59,611	14.9
Media and Entertainment		23,013	9.7			17,454	9.4			43,861	10.8			47,921	12.0
Professional Services		33,896	14.2			31,891	17.1			68,337	16.8			61,589	15.4
Real Estate		40,765	17.1			47,273	25.3			60,677	14.9			80,488	20.1
Sports		5,026	2.1			4,688	2.5			10,683	2.6			14,253	3.6
Transportation		20,888	8.8			(12,340)	(6.6)			34,678	8.5			9,127	2.3
Customer segment subtotal		237,353	99.5			184,221	98.8			405,331	99.4			396,505	99.1
Other		1,169	0.5			2,173	1.2			2,582	0.6			3,673	0.9
Specialty Insurance total	$	238,522	100.0	%	$	186,394	100.0	%	$	407,913	100.0	%	$	400,178	100.0	%

~~Table of Contents~~

~~ProSight Global, Inc. and Subsidiaries~~

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

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

Three Months Ended September 30

Nine Months Ended September 30

($ in thousands)

2020

2019

2020

2019

Line of Business



















Commercial Auto

$
56,355

27.7
%
$
52,693

23.2
%
$
117,335

19.4
%
$
148,773

20.7
%
General Liability

80,594

39.6

84,932

37.4

241,003

39.9

239,383

33.4

Workers’ Compensation

9,710

4.8

27,242

12.0

58,951

9.8

152,225

21.1

Commercial Multiple Peril

14,533

7.1

16,276

7.1

41,826

6.9

52,950

7.4

All Other Lines

42,347

20.8

46,053

20.3

144,602

24.0

124,735

17.4

Specialty Insurance total

$
203,539

100.0
%
$
227,196

100.0
%
$
603,717

100.0
%
$
718,066

100.0
%


	Three Months Ended June 30								Six Months Ended June 30
($ in thousands)	2021				2020				2021				2020
Line of Business
Commercial Auto	$	58,271	24.4	%	$	20,649	11.1	%	$	94,391	23.1	%	$	60,980	15.2	%
General Liability		107,612	45.1			81,876	43.9			178,505	43.8			160,409	40.1
Workers’ Compensation		12,007	5.0			20,420	10.9			23,852	5.9			49,241	12.3
Commercial Multiple Peril		13,915	5.9			10,928	5.9			28,167	6.9			27,293	6.8
All Other Lines		46,717	19.6			52,521	28.2			82,998	20.3			102,255	25.6
Specialty Insurance total	$	238,522	100.0	%	$	186,394	100.0	%	$	407,913	100.0	%	$	400,178	100.0	%

~~Table of Contents~~

~~ProSight Global, Inc. and Subsidiaries~~

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

12. Earnings per Share

The following table provides a reconciliation of the numerators and denominators of basic and diluted earnings per share (“EPS”):

Continuing Operations

Discontinued Operations
(in thousands, except per share amounts)

Income

Shares

Per Share

Income

Shares

Per Share
Three Months Ended September 30, 2020

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount
Basic EPS:

Net income available to common stockholders

$
1,498

43,916

$
0.03

$
20

43,916

$
—
Effect of dilutive securities:

Stock compensation plans

102

102

Diluted EPS

$
1,498

44,018

$
0.03

$
20

44,018

$
—


	Continuing Operations						Discontinued Operations
(in thousands, except per share amounts)	Income		Shares	Per Share		Loss		Shares	Per Share
Three Months Ended June 30, 2021	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income (loss) available to common stockholders	$	18,062	43,955	$	0.41	$	(1,544)	43,955	$	(0.03)
Effect of dilutive securities:
Stock compensation plans			868					868
Diluted EPS	$	18,062	44,823	$	0.40	$	(1,544)	44,823	$	(0.03)

Continuing Operations

Discontinued Operations
(in thousands, except per share amounts)

Income

Shares

Per Share

Loss

Shares

Per Share
Three Months Ended September 30, 2019

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount
Basic EPS:

Net income (loss) available to common stockholders

$
8,361

42,642

$
0.20

$
(49)

42,642

$
(0.01)
Effect of dilutive securities:

Stock compensation plans

418

418

Diluted EPS

$
8,361

43,060

$
0.19

$
(49)

43,060

$
—

Continuing Operations

Discontinued Operations
(in thousands, except per share amounts)

Income

Shares

Per Share

Income

Shares

Per Share
Nine Months Ended September 30, 2020

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount
Basic EPS:

Net income available to common stockholders

$
25,592

43,879

$
0.58

$
556

43,879

$
0.02
Effect of dilutive securities:

Stock compensation plans

151

151

Diluted EPS

$
25,592

44,030

$
0.58

$
556

44,030

$
0.01

Continuing Operations

Discontinued Operations
(in thousands, except per share amounts)

Income

Shares

Per Share

Loss

Shares

Per Share
Nine Months Ended September 30, 2019

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount
Basic EPS:

Net income (loss) available to common stockholders

$
30,752

40,120

$
0.77

$
(382)

40,120

$
(0.01)
Effect of dilutive securities:

Stock compensation plans

541

541

Diluted EPS

$
30,752

40,661

$
0.76

$
(382)

40,661

$
(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		Income		Shares	Per Share
Three Months Ended June 30, 2020	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income available to common stockholders	$	17,283	43,810	$	0.39	$	279	43,810	$	0.01
Effect of dilutive securities:
Stock compensation plans			17					17
Diluted EPS	$	17,283	43,827	$	0.39	$	279	43,827	$	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, 2021	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic EPS:
Net income (loss) available to common stockholders	$	55,609	43,946	$	1.27	$	(3,882)	43,946	$	(0.09)
Effect of dilutive securities:
Stock compensation plans			807					807
Diluted EPS	$	55,609	44,753	$	1.24	$	(3,882)	44,753	$	(0.08)


	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

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

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.~~initial public offering. 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.

~~Table of Contents~~

~~ProSight Global, Inc. and Subsidiaries~~

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

The 2019 Plan is administered by the compensation committee of the Company’s ~~Board~~board of ~~Directors.~~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.

The following table summarizes the stock-based compensation transactions for the 2019 Plan for the ~~nine~~six months ended ~~September~~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

$
12.32
Vested

(134,001)

$
9.96
Forfeited

(27,253)

$
13.57
Unvested at September 30, 2020

1,715,754

$
13.48

2021:


	Number of	Weighted Average Grant Date
	Shares	Fair Value Per Share

Unvested at December 31, 2020	1,705,441	$	13.46
Granted	15,634	$	12.55
Vested	(76,213)	$	12.97
Forfeited	(31,488)	$	12.60
Unvested at June 30, 2021	1,613,374	$	13.49

As of ~~September~~June 30, ~~2020,~~2021, The Company had approximately ~~$14.0~~$7.8 million of total unrecognized stock-based compensation expense expected to be recognized over a weighted-average period of ~~1.9~~1.2 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 no0 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”)~~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.

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

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~~Debt issuance costs of ~~$4.8~~$4.6 million related to the Credit Agreement were incurred and are amortized over the life of the loan.

~~Table~~There were 0 borrowings under the Credit Agreement as of ~~Contents~~June 30, 2020. There were borrowings of $165.0 million under the Credit Agreement as of June 30, 2021.

~~ProSight Global, Inc. and Subsidiaries~~

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

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.

~~On July 14, 2020,~~Debt issuance costs of $0.5 million related to the ~~Company drew down $5.0~~Agreement were incurred and are being amortized over the life of the agreement.

There were 0 borrowings under the Agreement as of June 30, 2020. There were borrowings of $42.0 million onunder the ~~Revolving Credit Facility and on August 3, 2020, the Company drew down an additional $30.0 million, primarily to make capital contributions to its insurance subsidiaries.~~Agreement as of June 30, 2021.

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, California, Florida ~~Georgia~~ and the U.K. The weighted average lease term was ~~2.7~~2.3 years and the weighted average discount rate was ~~2.0%~~2.1%.

Table of Contents

ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

~~Rent~~The Company recorded rent expense $0.7 million and $0.8 million for the three ~~and nine~~ months ended ~~September~~June 30, 2021 and 2020, ~~was $0.7~~respectively. The Company recorded rent expense $1.4 million and ~~$2.3 million.~~$1.6 million for the six months ended June 30, 2021 and 2020, respectively. The following table presents the Company’s lease liabilities and right-of-use assets related to operating leases as of ~~September~~June 30, ~~2020:~~2021:

($ in thousands)

September 30, 2020
One year or less

$
3,003
More than one year to two years

902
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

3,905
Less: difference between lease payments and discounted lease liabilities

56
Lease liabilities

$
3,849

Right-of-use assets

$
3,454
Prepaid lease assets, net of lease allowances and incentives

395
Total

$
3,849


($ in thousands)	June 30, 2021
One year or less	$	1,678
More than one year to two years		—
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		1,678
Less: difference between lease payments and discounted lease liabilities		13
Lease liabilities	$	1,665

Right-of-use assets	$	1,461
Prepaid lease assets, net of lease allowances and incentives		204
Total	$	1,665

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.

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.

Table of Contents

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 our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February ~~24, 2020, as amended by Amendment No. 1 to Form 10-K filed with the SEC on March 10, 2020~~23, 2021 (the ~~“2019~~“2020 Annual Report”).

~~Certain restatements have been made to historical information to give effect to the merger and related transactions. See~~~~Note 1. – Basis of Reporting in the notes to the 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

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 outcome of any potential legal proceedings that may be instituted against us;

●

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

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●

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;

●

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; and

●

the impact of government regulation, including the impact of restrictions on our business activities under the 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.~~Act.

We discuss many of these risks in greater detail under the section titled Item 1A. “Risk Factors” in the ~~Company’s 2019~~2020 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.

Merger Agreement and Merger

On January 15, 2021, we announced that we had entered into an agreement and plan of merger (the “Merger Agreement”) with Pedal Parent Inc., a Delaware corporation (“Parent”), owned by affiliates of TowerBrook Capital Partners L.P. and Further Global Capital Management, and Pedal Merger Sub, Inc.

Effective August 4, 2021, we completed the merger with Pedal Merger Sub, Inc. pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the time the Merger became effective (the “Effective Time”), each outstanding share of the Company common stock, par value $0.01 per share (“Shares”), other than Shares owned by the Company or any of its subsidiaries, Parent or Merger Sub, and Shares that

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were owned by stockholders who have perfected and not withdrawn a demand for appraisal rights, converted into the right to receive $12.85 in cash, without interest (the “Per Share Consideration”).

In addition, subject to the terms and conditions of the Merger Agreement, at the Effective Time, (1) each vested and unvested time-vesting restricted stock unit award (each, a “Company RSU Award”) that was outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (A) the total number of Shares subject to such award multiplied by (B) the Per Share Consideration; (2) each vested and unvested performance-based restricted stock unit award (each, a “Company PSU Award”) that was outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash equal to the product of (A) the number of Shares subject to such award that became vested based on the higher of target performance and actual performance through the Effective Time, multiplied by (B) the Per Share Consideration; (3) each vested and unvested award of Shares subject to time-based vesting conditions (each, a “Company Restricted Stock Award”) that was outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash equal to the product of (A) the total number of shares subject to such award multiplied by (B) the Per Share Consideration; and (4) each vested and unvested award of Shares subject to performance-based vesting conditions (each, a “Company Performance Share Award”) that was outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash equal to the product of (A) the number of shares subject to such award that became vested based on the higher of target performance and actual performance through the Effective Time multiplied by (B) the Per Share Consideration.

Delisting

In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (“NYSE”) of the completion of the Merger and requested that trading in the Company common stock be suspended on NYSE prior to the opening of trading August 4, 2021. On August 4, 2021, NYSE filed a notification of removal from listing and/or registration on Form 25 with the SEC with respect to the Company common stock to report the delisting of the Common Shares from NYSE, and to deregister the Company common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Legacy Transfer Transaction

In connection with the Merger, the Company executed an adverse development cover and loss portfolio transfer transaction with Cavello Bay Reinsurance Limited (“Cavello Bay”).

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 currently write insurance coverage in eight customer segments 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, Marine and 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.

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Components of Our Results of Operations

Gross Written and 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 and 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

We earn investment income on our portfolio of cash and invested assets. Our cash and invested assets are primarily comprised of fixed maturity securities, and may also include cash and cash equivalents, short-term investments, non-redeemable preferred stock securities, bond exchange-traded funds, commercial levered loans, and limited partnerships and limited liability companies. Neither our limited partnerships nor our limited liability companies are 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

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~~(which~~ (which excludes changes in fair 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 and 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 change in current expected credit loss allowance for available-for-sale fixed maturity securities 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;

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●

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

●

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.

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 and 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

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. 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 (loss) 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, impairment of goodwill and expenses relating to various transactions that we consider to be unique and non-recurring in nature (net of estimated tax impact).

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.

~~Loss and LAE ratio, excluding catastrophe,~~ ~~is the ratio~~33

Table of losses and LAE, allocated and unallocated, excluding those losses categorized as catastrophe losses, to net earned premiums, net of the effects of reinsurance, excluding the impact of reinsurance premiums related to catastrophe losses.Contents

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

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.

~~Combined ratio, excluding catastrophe losses and related items,~~ ~~is the sum of the loss and LAE ratio, excluding catastrophe losses and related items and the expense ratio.~~

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

~~Adjusted Loss and LAE ratio, excluding catastrophe,~~ is the ratio of losses and LAE, allocated and unallocated, excluding the effects of the WAQS, and excluding those losses categorized as catastrophe losses, to net earned premiums, net of the effects of reinsurance, excluding the impact of reinsurance premiums related to catastrophe losses.

~~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 ~~(loss)~~ income, adjusted operating income, ~~adjusted loss and LAE ratio, adjusted expense ratio, adjusted combined ratio~~ and adjusted operating return on equity are non-generally accepted accounting principles (“GAAP”) financial measures. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income

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in accordance with GAAP to underwriting ~~(loss)~~ income and adjusted operating income. See “Factors Affecting Our Results of ~~Operations—~~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 the ~~WAQS~~whole account quota share reinsurance agreements (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 30.0% to 30.5% is received as a reduction in the amount of ceded premium.~~ During 2018 and following the transition of the U.S. business 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~~There were no ceded loss ~~reserves. Loss reserve development on the~~ reserves ~~ceded~~ under the WAQS ~~is included in continuing operations. Effective January 1, 2020,~~as of June 30, 2021 and for 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~~years ended June 30, 2021 and ~~LAE, as well as our underwriting, acquisition and insurance expenses. For the three and nine months ended September~~June 30, 2020 there was no impact of WAQS on underwriting results or ratios.

~~The following tables summarize the effect of the WAQS on our underwriting (loss) income for the three months ended September 30, 2020 and 2019:~~

Three Months Ended September 30, 2020

Three Months Ended September 30, 2019


Including

Effect of

Excluding

Including

Effect of

Excluding

($ in thousands)

WAQS

WAQS

WAQS

WAQS

WAQS

WAQS

GWP

$
203,539

$
—

$
203,539

$
227,196

$
—

$
227,196

Ceded written premiums

(44,135)

—

(44,135)

(17,722)

(6)

(17,716)

Net written premiums

$
159,404

$
—

$
159,404

$
209,474

$
(6)

$
209,480

Net retention ⁽¹⁾

78.3%

—

78.3%

92.2%

—

92.2%

Net earned premiums

$
172,376

$
—

$
172,376

$
202,455

$
—

$
202,455

Net losses and LAE incurred

123,249

—

123,249

127,196

1,632

125,564

Underwriting, acquisition and insurance expenses

63,373

—

63,373

71,920

(1,632)

73,552

Underwriting (loss) income ⁽²⁾

$
(14,246)

$
—

$
(14,246)

$
3,339

$
—

$
3,339

Loss and LAE ratio

71.5
%

—

—

62.8
%

—

—

Expense ratio

36.8
%

—

—

35.5
%

—

—

Combined ratio

108.3
%

—

—

98.3
%

—

—

Adjusted loss and LAE ratio ⁽³⁾

—

—

71.5
%

—

—

62.0
%
Adjusted expense ratio ⁽³⁾

—

—

36.8
%

—

—

36.3
%
Adjusted combined ratio ⁽³⁾

—

—

108.3
%

—

—

98.3
%

~~(1)~~

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

~~(2)~~

~~Underwriting (loss) income is a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income to underwriting (loss) income.~~

~~(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 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 (loss) income for the nine months ended September 30, 2020 and 2019:~~

Nine Months Ended September 30, 2020

Nine Months Ended September 30, 2019

Including

Effect of

Excluding

Including

Effect of

Excluding

($ in thousands)

WAQS

WAQS

WAQS

WAQS

WAQS

WAQS

GWP

$
603,717

$
—

$
603,717

$
718,066

$
—

$
718,066

Ceded written premiums

(97,507)

—

(97,507)

(88,122)

(3)

(88,119)

Net written premiums

$
506,210

$
—

$
506,210

$
629,944

$
(3)

$
629,947

Net retention ⁽¹⁾

83.8%

—

83.8%

87.7%

—

87.7%

Net earned premiums

$
559,667

$
—

$
559,667

$
600,543

$
3

$
600,540

Net losses and LAE incurred

363,279

—

363,279

372,644

3,839

368,805

Underwriting, acquisition and insurance expenses

205,444

—

205,444

217,248

(3,837)

221,085

Underwriting (loss) income ⁽²⁾

$
(9,056)

$
—

$
(9,056)

$
10,651

$
1

$
10,650

Loss and LAE ratio

64.9
%

—

—

62.1
%

—

—

Expense ratio

36.7
%

—

—

36.2
%

—

—

Combined ratio

101.6
%

—

—

98.3
%

—

—

Adjusted loss and LAE ratio ⁽³⁾

—

—

64.9
%

—

—

61.4
%
Adjusted expense ratio ⁽³⁾

—

—

36.7
%

—

—

36.8
%
Adjusted combined ratio ⁽³⁾

—

—

101.6
%

—

—

98.2
%

~~(1)~~

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

~~(2)~~

~~Underwriting (loss) income is a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income to underwriting (loss) income.~~

~~(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 continue to operate primarily 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 and third quarters relating to the pandemic’s effect on the insured exposure base of certain customers, particularly our customers in the Media and Entertainment as well as the Transportation customer segments. 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 have seen 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.

While we have seen an increase in unrealized investment gains in the second and third quarters, 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 ~~September~~June 30, ~~2020~~2021 Compared to Three Months Ended ~~September~~June 30, ~~2019~~2020

The following table summarizes the results of continuing operations for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

Three Months Ended September 30

Change

($ in thousands)

2020

2019

$

Percent

GWP

$
203,539

$
227,196

$
(23,657)

(10.4)
%
Ceded written premiums

(44,135)

(17,722)

(26,413)

149.0

Net written premiums

$
159,404

$
209,474

$
(50,070)

(23.9)
%

Net earned premiums

$
172,376

$
202,455

$
(30,079)

(14.9)
%
Net losses and LAE incurred:

123,249

127,196

(3,947)

(3.1)

Underwriting, acquisition and insurance expenses

63,373

71,920

(8,547)

(11.9)

Underwriting (loss) income ⁽¹⁾

(14,246)

3,339

(17,585)

(526.7)

Interest and other expenses, net

5,549

10,182

(4,633)

(45.5)

Net investment income

20,307

16,974

3,333

19.6

Realized investment gains, net

1,398

245

1,153

470.6

Income before taxes

1,910

10,376

(8,466)

(81.6)

Income tax expense

412

2,015

(1,603)

(79.6)

Net income from continuing operations

$
1,498

$
8,361

$
(6,863)

(82.1)
%
Adjusted operating income ⁽¹⁾

$
1,495

$
13,825

$
(12,330)

(89.2)
%

Adjusted operating return on equity ⁽¹⁾

1.0
%

11.2
%

Return on equity

1.0
%

6.8
%

Loss and LAE ratio:

71.5
%

62.8
%

Loss and LAE ratio – excluding catastrophe ⁽²⁾

59.9
%

62.8
%

Loss and LAE ratio – catastrophe losses

11.6
%

-
%

Expense ratio

36.8
%

35.5
%

Combined ratio

108.3
%

98.3
%

Adjusted loss and LAE ratio ⁽³⁾

71.5
%

62.0
%

Adjusted loss and LAE ratio – excluding catastrophe ⁽²⁾

59.9
%

62.0
%

Adjusted loss and LAE ratio – catastrophe losses

11.6
%

-
%

Adjusted expense ratio ⁽³⁾

36.8
%

36.3
%

Adjusted combined ratio ⁽³⁾

108.3
%

98.3
%


	Three Months Ended June 30						Change
($ in thousands)	2021			2020			$		Percent
GWP	$	238,522		$	186,394		$	52,128	28.0	%
Ceded written premiums		(26,811)			(29,771)			2,960	(9.9)
Net written premiums	$	211,711		$	156,623		$	55,088	35.2	%

Net earned premiums	$	178,897		$	181,629		$	(2,732)	(1.5)	%
Net losses and LAE incurred:		114,400			112,473			1,927	1.7
Underwriting, acquisition and insurance expenses		68,153			68,448			(295)	(0.4)
Underwriting (loss) income ⁽¹⁾		(3,656)			708			(4,364)	(616.4)
Interest and other expenses, net		3,960			4,356			(396)	(9.1)
Net investment income		14,581			23,791			(9,210)	(38.7)
Realized investment gains, net		15,784			1,891			13,893	734.7
Income before taxes		22,749			22,034			715	3.2
Income tax expense		4,687			4,751			(64)	(1.3)
Net income from continuing operations	$	18,062		$	17,283		$	779	4.5	%
Adjusted operating income ⁽¹⁾	$	6,591		$	16,890		$	(10,299)	(61.0)	%

Adjusted operating return on equity ⁽¹⁾		4.3	%		12.6	%
Return on equity		11.8	%		12.9	%

Loss and LAE ratio:		63.9	%		61.9	%
Loss and LAE ratio – excluding catastrophe ⁽²⁾		63.9	%		59.9	%
Loss and LAE ratio – catastrophe losses		-	%		2.0	%
Expense ratio		38.1	%		37.7	%
Combined ratio		102.0	%		99.6	%

(1)	Underwriting (loss) 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 (loss) income and adjusted operating income.

(2)	Loss ~~and LAE ratio – excluding catastrophe and Adjusted loss~~ and LAE ratio – excluding catastrophe is adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period from net earned premium.

~~(3)~~

Net Income from Continuing Operations

Net income was ~~$1.5~~$18.1 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$8.4~~$17.3 million for the three months ended ~~September~~June 30, ~~2019, a decrease~~2020, an increase of ~~$6.9~~$0.8 million, or ~~82.1%~~4.5%. The ~~decrease~~increase in net income primarily resulted from ~~catastrophe losses experienced during the period, partially offset by a decrease in interest and other expenses combined with~~ an increase in ~~net investment income. In~~realized gains largely driven by the ~~third quarter~~sale of ~~2020,~~fixed maturity securities to generate cash required to fund the ~~Company incurred $16.9 million~~ceding of

~~Table of Contents~~

net catastrophe losses and $5.1 million of related reinstatement premiums on reinsurance contracts primarily resulting from Hurricane Laura and the California and Oregon wildfires. In the third quarter of 2019, the Company incurred other expense of $6.8 million due to non-recurring grants of restricted stock units (“RSUs”) in connection loss reserves associated with the ~~initial public offering (“IPO”).~~proposed reinsurance transaction with Cavello Bay.

Premiums

GWP were ~~$203.5~~$238.5 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$227.2~~186.4 million for the three months ended ~~September~~June 30, ~~2019, a decrease~~2020, an increase of ~~$23.7~~$52.1 million, or ~~10.4%~~28.0%.

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The following table presents the GWP by customer segment for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

($ in millions)

Three Months Ended September 30

Customer Segment

2020

2019

% Change

Construction

$
27.4

$
27.3

0.4
%
Consumer Services

23.7

35.5

(33.2)

Marine and Energy

27.7

26.1

6.1

Media and Entertainment

17.3

28.7

(39.7)

Professional Services

34.7

27.0

28.5

Real Estate

34.9

41.6

(16.1)

Sports

5.4

8.1

(33.3)

Transportation

30.8

29.6

4.1

Customer segments subtotal

201.9

223.9

(9.8)

Other

1.6

3.3

(51.5)

Total

$
203.5

$
227.2

(10.4)
%


($ in millions)	Three Months Ended June 30
Customer Segment	2021		2020		% Change
Construction	$	39.0	$	27.7	40.8	%
Consumer Services		41.8		40.7	2.7
Marine and Energy		33.0		26.8	23.1
Media and Entertainment		23.0		17.4	32.2
Professional Services		33.9		31.9	6.3
Real Estate		40.7		47.3	(14.0)
Sports		5.0		4.7	6.4
Transportation		20.9		(12.3)	269.9
Customer segments subtotal		237.3		184.2	28.8
Other		1.2		2.2	(45.5)
Total	$	238.5	$	186.4	28.0	%

GWP from customer segments (excluding GWP within “Other”) for the three months ended ~~September~~June 30, ~~2020 contracted~~2021 grew by ~~9.8%~~28.8% primarily due to ~~reduced insured exposures of customers within~~the rebound from the COVID-19 pandemic in the Transportation and Media & Entertainment ~~and~~customer segments, as well as strong growth in the Construction customer segment, partially offset by contraction in the Real Estate customer ~~segments~~segment due to the ~~economic downturn from the COVID-19 pandemic.~~strategic exit of certain niches.

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

●

Transportation GWP increased by ~~4.1%~~269.9% to ~~$30.8~~$20.9 million for the three months ended ~~September~~June 30, ~~2020~~2021, compared to ~~$29.6~~($12.3) million for the three months ended ~~September~~June 30, ~~2019.~~2020. The premium growth iswas driven by ~~$16.8 of new captive opportunities. Excluding new captive opportunities, GWP contracted 52.6%~~the rebound from ~~September 30, 2019, driven by reduction in new business of $5.7 million in Taxis, $3.9 million in School Bus, $2.5 million in Charter Bus, and $2.2 million in Intermodal due to~~ the economic downturn ~~from COVID-19.~~related to the COVID-19 pandemic across all niches.

●

~~Media and Entertainment~~Construction GWP ~~contracted by 39.7%~~increased 40.8% to ~~$17.3~~39.0 million for the three months ended ~~September~~June 30, ~~2020~~2021, compared to ~~$28.7~~$27.7 million for the three months ended ~~September~~June 30, ~~2019.~~2020. The premium ~~contraction is~~growth was driven by ~~$4.9 million of declines in renewal business, $4.0 million of exposure reductions and $1.8 million of reduced new business opportunities in~~strong organic growth across all niches within the ~~Live Entertainment and Film niches primarily due to regulatory restrictions and mandatory social distancing resulting from COVID-19.~~segment.

●

~~Consumer Services~~Media and Entertainment GWP ~~contracted~~increased by ~~33.2%~~32.2% to ~~$23.7~~$23.0 million for the three months ended ~~September~~June 30, ~~2020~~2021, compared to ~~$35.5~~$17.4 million for the three months ended ~~September~~June 30, ~~2019.~~2020. The premium growth was driven by the rebound from the economic downturn related to the COVID-19 pandemic.

●

Real Estate GWP decreased by 14.0% to $40.7 million for the three months ended June 30, 2021, compared to $47.3 million for the three months ended June 30, 2020. The premium contraction is primarily driven by the ~~decision to reduce monoline workers’ compensation.~~strategic exit of certain niches within the segment.

●

Professional Services GWP increased by 28.5% to $34.7 million for the three months ended September 30, 2020 compared to $27.0 million for the three months ended September 30, 2019. The premium growth is driven by approximately $4.4 million of increased renewal business and $1.4 million of increased new business in the Credit Unions niche.

~~Table of Contents~~

●

Real Estate GWP contracted by 16.1% to $34.9 million for the three months ended September 30, 2020 compared to $41.6 million for the three months ended September 30, 2019. The premium contraction is driven by approximately $3.1 million of reduced or delayed new business opportunities in Metrobuilders due to the economic downturn from COVID-19.

Net written premiums ~~decreased~~increased by ~~$50.1~~$55.1 million, or ~~23.9%~~35.2%, to ~~$159.4~~$211.7 million for the three months ended ~~September~~June 30, ~~2020~~2021 from ~~$209.5~~$156.6 million for the three months ended ~~September~~June 30, ~~2019.~~2020. The ~~decrease~~increase in net written premiums was primarily related to the ~~contraction~~growth in ~~GWP.~~GWP due to the rebound from the COVID-19 pandemic.

Net earned premiums decreased by ~~$30.1~~$2.7 million, or ~~14.9%~~1.5%, to ~~$172.4~~$178.9 million for the three months ended ~~September~~June 30, ~~2020~~2021 from ~~$202.5~~181.6 million for the three months ended ~~September~~June 30, ~~2019.~~2020. The decrease in net earned premiums was directly related to the contraction in net written premiums inover the ~~first nine months of 2020 and includes the impact of non-recurring net earned premiums of $11.3 million from the exit of excess workers’ compensation in 2019.~~past twelve months.

Loss and LAE Ratio

Our loss and LAE ratio was ~~71.5%~~63.9% for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~62.8%~~61.9% for the three months ended ~~September~~June 30, ~~2019.~~2020. For the three months ended ~~September~~June 30, ~~2020 our~~2021 the Company’s reserve for unpaid losses and loss adjustment expenses for accident years ~~2019~~2020 and prior developed unfavorably by ~~$0.1~~$5.4 million driven by ~~$11.1~~$8.1 million unfavorable development ~~of General Liability~~in All Other lines, $3.2 million unfavorable development in Commercial Auto and ~~$5.9~~$2.7 million unfavorable development in Commercial Multiple Peril offset by ~~$16.5~~$5.1 million favorable development in

Table of Contents

Workers’ ~~Compensation.~~Compensation and $3.6 million favorable development in General Liability. In addition, the Company incurred ~~$3.1~~$1.4 million of losses and loss adjustment expenses related to premium adjustments earned during the three months ended ~~September~~June 30, ~~2020~~2021 attributable to prior accident years ~~2019~~2020 and ~~2018.~~2019.

Catastrophe losses of $16.9 million for the three months ended September 30, 2020 were driven by Hurricane Laura and the California and Oregon wildfires, adding 9.8 points to the current accident year loss ratio compared to no catastrophe losses for the three months ended September 30, 2019. The Company also incurred $5.1 million of reinsurance reinstatement premiums, related to catastrophe losses during the period, which increased the loss ratio by 1.8 points for the three months ended September 30, 2020. The loss and LAE ratio, excluding catastrophe losses and related items was 59.9% for the three months ended September 30, 2020.

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 ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

Three Months Ended September 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 ⁽¹⁾

$
106,304

59.9
%
$
121,701

60.1
%
Current accident year – catastrophe losses ⁽²⁾

16,893

11.6

—

—

Effect of prior year development

52

—

5,495

2.7

Total

$
123,249

71.5
%
$
127,196

62.8
%


	Three Months Ended June 30
	2021				2020
			% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums		Losses and LAE		Premiums
Loss and LAE:
Current accident year – excluding catastrophe ⁽¹⁾	$	108,973	60.9	%	$	108,530	59.8	%
Current accident year – catastrophe losses ⁽²⁾		—	—			3,633	2.0
Effect of prior year development		5,427	3.0			310	0.1
Total	$	114,400	63.9	%	$	112,473	61.9	%

Three Months Ended September 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 ⁽¹⁾

$
106,304

59.9
%
$
121,701

60.1
%
Current accident year – catastrophe losses ⁽²⁾

16,893

11.6

—

—

Effect of prior year development

52

—

3,863

1.9

Total

$
123,249

71.5
%
$
125,564

62.0
%

(1)	Earned premiums are adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period.

~~Table of Contents~~

(2)

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 ~~36.8%~~38.1% for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~35.5%~~37.7% for the three months ended ~~September~~June 30, ~~2019.~~2020. The increase in the expense ratio is driven primarily by ~~a decrease~~an increase in ~~net earned premiums, which more than offset a decrease in underwriting and insurance expenses of $3.0 million, during~~ the ~~three months ended September 30, 2020. In addition, the prior year~~policy acquisition expense ratio ~~was favorably impacted by 0.8 points~~ of ~~non-recurring cede commission on~~1.3% due to a shift in the ~~WAQS.~~mix of business and changing reinsurance structure.

The following table summarizes the components of the expense ratio for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

Three Months Ended September 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

$
40,387

23.4
%
$
47,585

23.5
%
Underwriting and insurance expenses

22,986

13.4

25,967

12.8

Underwriting, acquisition and insurance expenses ⁽¹⁾

63,373

36.8

73,552

36.3

Effect of WAQS ⁽¹⁾

—

—

(1,632)

(0.8)

Total underwriting, acquisition and insurance expenses

$
63,373

36.8
%
$
71,920

35.5
%


	Three Months Ended June 30
	2021				2020
			% of Earned				% of Earned
($ in thousands)	Expenses		Premiums		Expenses		Premiums
Underwriting, acquisition and insurance expenses:
Policy acquisition expenses, net of ceded reinsurance	$	43,696	24.4	%	$	42,033	23.1	%
Underwriting and insurance expenses		24,457	13.7			26,415	14.6
Total underwriting, acquisition and insurance expenses	$	68,153	38.1	%	$	68,448	37.7	%

~~(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 September 30, 2020 and 2019.

Underwriting (Loss) Income

Underwriting loss was ~~$14.2~~$3.7 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to an underwriting income of ~~$3.3~~$0.7 million for the three months ended ~~September~~June 30, ~~2019,~~2020, a decrease of ~~$17.5~~$4.4 million. The decrease in underwriting income is primarily due to adverse prior period development and the ~~catastrophe losses experienced during the period combined with the reduction in net earned premium.~~ increased policy acquisition expense ratio.

Combined Ratio

Our combined ratio ~~and adjusted combined ratio~~ ~~were 108.3%~~was 102.0% for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~98.3%~~99.6% for the three months ended ~~September~~June 30, ~~2019. The combined ratio, excluding the impact of catastrophes was 96.7% for the three months ended September 30 , 2020 compared~~ ~~to 98.3% for~~ ~~the three months ended September 30, 2019.~~2020.

Investing Results

Our net investment income ~~increased~~decreased by ~~19.6%~~38.7% to ~~$20.3~~$14.6 million for the three months ended ~~September~~June 30, ~~2020~~2021 from ~~$17.0~~$23.8 million for the three months ended ~~September~~June 30, ~~2019.~~2020. The ~~increase~~decrease in net investment income is primarily due to the ~~change in fair value on investments in~~reduction of income generated by our limited ~~partnerships and limited liability companies.~~partnerships. Net investment yield was ~~3.5%~~2.4% for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~3.3%~~4.3% for the three months ended ~~September~~June 30, ~~2019.~~

2020. Realized investment gains, net increased by $12.2

3937

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million to $15.7 million for the three months ended June 30, 2021 compared to $3.5 million for the three months ended June 30, 2020, respectively. The increase is largely driven by the sale of fixed maturity securities to generate cash required to fund the ceding of loss reserves associated with the proposed reinsurance transaction with Cavello Bay.

The following table summarizes the components of net investment income and net investment gains for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

Three Months Ended September 30
($ in thousands)

2020

2019

$ Change
Fixed maturity securities

$
15,040

$
16,764

$
(1,724)
Other investments

6,193

777

5,416
Gross investment income

21,233

17,541

3,692
Investment expenses

(926)

(567)

(359)
Net investment income

20,307

16,974

3,333
Realized investment gains, net

1,398

245

1,153
Total

$
21,705

$
17,219

$
4,486
Average invested assets

$
2,301,504

$
2,069,327

$
232,178


	Three Months Ended June 30
($ in thousands)	2021		2020		$ Change
Fixed maturity securities	$	11,826	$	15,849	$	(4,023)
Other investments		4,001		8,592		(4,591)
Gross investment income		15,827		24,441		(8,614)
Investment expenses		(1,246)		(650)		(596)
Net investment income		14,581		23,791		(9,210)
Realized investment gains, net		15,784		1,891		13,893
Total	$	30,365	$	25,682	$	4,683
Average invested assets	$	2,437,914	$	2,234,396	$	203,518

Interest and Other Expenses, Net

Our interest and other expenses decreased by ~~$4.6~~$0.4 million to ~~$5.5~~$4.0 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$10.2~~$4.4 million for the three months ended ~~September~~June 30, ~~2019.~~2020. The decrease is primarily driven by ~~$6.8 million due to non-recurring grants~~the refinancing of ~~RSUs in connection with the IPO.~~our long term debt at a lower effective interest rate.

Income Tax Expense

Our effective tax rate for the three months ended ~~September~~June 30, 2021 and 2020 were 20.6% and ~~2019 were~~ 21.6% ~~and 19.4%~~, respectively. The ~~increase~~decrease in the effective tax rate for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the same period in ~~2019~~2020 was primarily due to the tax effect of share-based compensation.

Our income tax expense was ~~$0.4~~$4.7 million and ~~$2.0~~$4.8 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The decrease is due to the ~~decrease in income before income taxes compared to the same period in 2019.~~lower effective tax rate as a result of share-based compensation.

Adjusted Operating Income

Adjusted operating income was ~~$1.5~~$6.6 million for the three months ended ~~September~~June 30, ~~2020,~~2021, a decrease of ~~$12.3~~$10.3 million, or ~~89.2%~~61.0% from the adjusted operating income of ~~$13.8~~$16.9 million for the three months ended ~~September~~June 30, ~~2019,~~2020, primarily due to the ~~reduction~~decrease in ~~underwriting~~net investment income ~~offset by increased net investment~~and underwriting income.

Adjusted Operating Return on Equity

Our adjusted operating return on equity was ~~1.0%~~4.3% for the three months ended ~~September~~June 30, ~~2020,~~2021, a decrease of ~~10.2~~8.3 percentage points from ~~11.2%~~12.6% for the three months ended ~~September~~June 30, ~~2019~~2020 primarily due to the ~~reduction~~decrease in adjusted operating income combined with ~~the~~an increase in average book value.

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Table of Contents

~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020

The following table summarizes the results of continuing operations for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

Nine Months Ended September 30

Change

($ in thousands)

2020

2019

$

Percent

GWP

$
603,717

$
718,066

$
(114,349)

(15.9)
%
Ceded written premiums

(97,507)

(88,122)

(9,385)

10.7

Net written premiums

$
506,210

$
629,944

$
(123,734)

(19.6)
%

Net earned premiums

$
559,667

$
600,543

$
(40,876)

(6.8)
%
Net losses and LAE incurred:

363,279

372,644

(9,365)

(2.5)

Underwriting, acquisition and insurance expenses

205,444

217,248

(11,804)

(5.4)

Underwriting (loss) income ⁽¹⁾

(9,056)

10,651

(19,707)

(185.0)

Interest and other expenses, net

14,635

23,671

(9,036)

(38.2)

Net investment income

52,913

51,530

1,383

2.7

Realized investment gains, net

3,521

495

3,026

611.3

Income before taxes

32,743

39,005

(6,262)

(16.1)

Income tax expense

7,151

8,253

(1,102)

(13.4)

Net income from continuing operations

$
25,592

$
30,752

$
(5,160)

(16.8)
%
Adjusted operating income ⁽¹⁾

$
26,374

$
41,683

$
(15,309)

(36.7)
%

Adjusted operating return on equity ⁽¹⁾

6.1
%

12.1
%

Return on equity

5.9
%

8.9
%

Loss and LAE ratio:

64.9
%

62.1
%

Loss and LAE ratio – excluding catastrophe ⁽²⁾

60.7
%

61.6
%

Loss and LAE ratio – catastrophe losses

4.2
%

0.5
%

Expense ratio

36.7
%

36.2
%

Combined ratio

101.6
%

98.3
%

Adjusted loss and LAE ratio ⁽³⁾

64.9
%

61.4
%

Adjusted loss and LAE ratio – excluding catastrophe ⁽²⁾

60.7
%

60.9
%

Adjusted loss and LAE ratio – catastrophe losses

4.2
%

0.5
%

Adjusted expense ratio ⁽³⁾

36.7
%

36.8
%

Adjusted combined ratio ⁽³⁾

101.6
%

98.2
%


	Six Months Ended June 30						Change
($ in thousands)	2021			2020			$		Percent
GWP	$	407,913		$	400,178		$	7,735	1.9	%
Ceded written premiums		(44,281)			(53,372)			9,091	(17.0)
Net written premiums	$	363,632		$	346,806		$	16,826	4.9	%

Net earned premiums	$	351,868		$	387,291		$	(35,423)	(9.1)	%
Net losses and LAE incurred:		219,923		��	240,030			(20,107)	(8.4)
Underwriting, acquisition and insurance expenses		133,511			142,071			(8,560)	(6.0)
Underwriting (loss) income ⁽¹⁾		(1,566)			5,190			(6,756)	(130.2)
Interest and other expenses, net		7,863			9,086			(1,223)	(13.5)
Net investment income		31,260			32,606			(1,346)	(4.1)
Realized investment gains, net		48,892			2,123			46,769	2,203.0
Income before taxes		70,723			30,833			39,890	129.4
Income tax expense		15,114			6,739			8,375	124.3
Net income from continuing operations	$	55,609		$	24,094		$	31,515	130.8	%
Adjusted operating income ⁽¹⁾	$	19,253		$	24,879		$	(5,626)	(22.6)	%

Adjusted operating return on equity ⁽¹⁾		6.2	%		8.8	%
Return on equity		17.9	%		8.5	%

Loss and LAE ratio:		62.5	%		62.0	%
Loss and LAE ratio – excluding catastrophe ⁽²⁾		62.5	%		61.1	%
Loss and LAE ratio – catastrophe losses		-	%		0.9	%
Expense ratio		37.9	%		36.7	%
Combined ratio		100.4	%		98.7	%

(1)

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

(2)	Loss ~~and LAE ratio – excluding catastrophe and Adjusted loss~~ and LAE ratio – excluding catastrophe is adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period from net earned premium.

~~(3)~~

Net Income from Continuing Operations

Net income was ~~$25.6~~$55.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$30.8~~$24.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019, a decrease~~2020, an increase of ~~$5.2~~$31.5 million, or ~~16.8%~~130.8%. The ~~decrease~~increase in net income is primarily ~~due~~resulted from an increase in realized gains largely driven by the sale of fixed maturity securities to ~~catastrophe losses experienced during~~generate cash required to fund the ~~third quarter~~ceding of 2020, primarily Hurricane Laura and the California and Oregon wildfires, partially offset by a decrease of interest and other expense which includes $7.6 million of expense for our former CEO for termination of service as CEO and his services as Executive Chairman in the prior period and $6.8 million due to non-recurring grants of RSUs in connectionloss reserves associated with the ~~IPO in the prior period.~~proposed reinsurance transaction with Cavello Bay.

~~Table of Contents~~

Premiums

GWP were ~~$603.7~~$407.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$718.1~~$400.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019, a decrease~~2020, an increase of ~~$114.4~~$7.7 million, or ~~15.9%~~1.9%.

Table of Contents

The following table presents the GWP by customer segment for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

($ in millions)

Nine Months Ended September 30

Customer Segment

2020

2019

% Change

Construction

$
79.6

$
83.1

(4.2)
%
Consumer Services

95.0

100.9

(5.8)

Marine and Energy

87.3

71.5

22.1

Media and Entertainment

65.3

90.8

(28.1)

Professional Services

96.3

85.7

12.4

Real Estate

115.4

116.9

(1.3)

Sports

19.6

22.8

(14.0)

Transportation

39.9

79.4

(49.7)

Customer segments subtotal

598.4

651.1

(8.1)

Other

5.3

67.0

(92.1)

Total

$
603.7

$
718.1

(15.9)
%


($ in millions)	Six Months Ended June 30
Customer Segment	2021		2020		% Change
Construction	$	65.5	$	52.2	25.5	%
Consumer Services		64.4		71.3	(9.7)
Marine and Energy		57.2		59.6	(4.0)
Media and Entertainment		43.9		47.9	(8.4)
Professional Services		68.3		61.6	10.9
Real Estate		60.6		80.5	(24.7)
Sports		10.7		14.3	(25.2)
Transportation		34.7		9.1	281.3
Customer segments subtotal		405.3		396.5	2.2
Other		2.6		3.7	(29.7)
Total	$	407.9	$	400.2	1.9	%

GWP from customer segments (excluding GWP within “Other”) for the ~~nine~~six months ended ~~September~~June 30, ~~2020 contracted~~2021 grew by ~~8.1%~~2.2% primarily due to ~~endorsement transactions and reduction in insured exposures within~~ the ~~Transportation and Media and Entertainment customer segments driven by~~rebound from the COVID-19 pandemic in the ~~second~~Transportation customer segment, as well as strong organic growth in the Construction and ~~third quarters~~Professional services customer segment, partially offset by contraction in the Real Estate customer segment due to the strategic exit of ~~2020.~~certain niches.

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

●

Transportation GWP ~~contracted~~increased by ~~49.7%~~281.3% to ~~$39.9~~$34.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, compared to ~~$79.4~~$9.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The premium ~~contraction is~~growth was driven by ~~exposure reduction as well as reduced new business opportunities $28.1 million due~~the rebound from the economic downturn related to ~~COVID-19. Negative premium endorsements of $13.5 for School Bus, $9.1 million for Taxis, and $3.7 million for Charter Bus were processed to provide immediate relief to our insureds and align~~ the ~~premium with exposures. The premium contraction was offset by $18.0 million of new business in transportation related captive opportunities.~~COVID-19 pandemic across all niches.

●

~~Media and Entertainment~~Construction GWP ~~contracted~~increased by ~~28.1%~~25.5% to ~~$65.3~~$65.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, compared to ~~$90.8~~$52.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The premium ~~contraction is~~growth was driven by approximately $9.8 million of exposure reductions due to regulatory actions and mandatory social distancing related to COVID-19, $8.7 million of declines in renewal business, and $6.2 million of reduced new business opportunities instrong organic growth across all niches within the ~~Live Entertainment and Film niches.~~segment.

●

Marine and Energy GWP increased by 22.1% to $87.3 million for the nine months ended September 30, 2020 compared to $71.5 million for the nine months ended September 30, 2019. The premium growth is primarily due to $5.9 million of new business within the Propane and Fuel Dealers niche and $4.9 million of increased total renewal premiums in Solar Contractors and Propane and Fuel Dealers niches.

●

Professional Services GWP increased by ~~12.4%~~10.7% to ~~$96.3~~$68.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, compared to ~~$85.7~~$61.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. Premium growth was driven by strong organic growth across all niches within the segment.

●

Real Estate GWP decreased by 24.7% to $60.6 million for the six months ended June 30, 2021, compared to $80.5 million for the six months ended June 30, 2020. The premium ~~growth~~contraction is primarily driven by ~~approximately $9.1 million~~the strategic exit of ~~increased renewal business in~~certain niches within the ~~Credit Unions niche.~~segment.

Net written premiums ~~decreased~~increased by ~~$123.7~~$16.8 million, or ~~19.6%~~4.9%, to ~~$506.2~~$363.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 from ~~$629.9~~$346.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The ~~reduction~~increase in net written premiums was ~~directly~~primarily related to the ~~contraction~~growth in ~~GWP.~~GWP due to the rebound from the COVID-19 pandemic as well as a change in reinsurance structure.

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Net earned premiums decreased by ~~$40.9~~$35.4 million, or ~~6.8%~~9.1%, to ~~$559.7~~$351.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 from ~~$600.5~~$387.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The decrease in net earned premiums was directly related to the contraction in net written premiums ~~during~~over the ~~first nine months of 2020, which includes the impact of non-recurring net earned premiums of $41.3 million from the exit of excess workers’ compensation in 2019.~~past twelve months.

Loss and LAE Ratio

Our loss and LAE ratio was ~~64.9%~~62.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~62.1%~~62.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. For the ~~nine~~six months ended ~~September~~June 30, ~~2020, our~~2021 the Company’s reserve for unpaid losses and loss adjustment expenses for accident years ~~2019~~2020 and prior developed unfavorably by ~~$0.6~~$5.7 million driven by ~~$23.2~~$7.5 million unfavorable development in ~~General Liability and $10.2~~All Other lines, $4.7 million unfavorable development in Commercial Multiple Peril and $2.9 million unfavorable development in Commercial Auto offset by ~~$24.8~~$6.2 million favorable development in Workers’ Compensation, ~~$1.0~~$3.2 million favorable development in ~~Commercial Auto and $7.0 million favorable development in All Other lines.~~General Liability. In addition, the Company incurred ~~$14.8~~$3.9 million

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of losses and loss adjustment expenses related to premium adjustments earned during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 attributable to prior accident years ~~2019~~2020 and ~~2018.~~2019.

Catastrophe losses of $20.5 million for the nine months ended September 30, 2020 were driven by Hurricane Laura, the California and Oregon wildfires, and other weather events across the U.S., during the second and third quarters, adding 3.7 points to the current accident year loss ratio compared to catastrophe losses of $3.0 million for the nine months ended September 30, 2019, driven by weather related events in the second quarter of 2019, which added 0.5 points to the current accident year loss ratio of the prior period. The Company also incurred $5.1 million of reinsurance reinstatement premiums, related to catastrophe losses during the third quarter, which increased the loss ratio by 0.5 points for the nine months ended September 30, 2020. The loss and LAE ratio, excluding catastrophe losses and related items was 60.7% for the nine months ended September 30, 2020.

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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

Nine Months Ended September 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 ⁽¹⁾

$
342,193

60.6
%
$
367,277

61.2
%
Current accident year – catastrophe losses ⁽²⁾

20,526

4.2

3,000

0.5

Effect of prior year development

560

0.1

2,367

0.4

Total

$
363,279

64.9
%
$
372,644

62.1
%


	Six Months Ended June 30
	2021				2020
			% of Earned				% of Earned
($ in thousands)	Losses and LAE		Premiums		Losses and LAE		Premiums
Loss and LAE:
Current accident year – excluding catastrophe ⁽¹⁾	$	214,233	60.9	%	$	235,889	60.9	%
Current accident year – catastrophe losses ⁽²⁾		—	—			3,633	0.9
Effect of prior year development		5,690	1.6			508	0.2
Total	$	219,923	62.5	%	$	240,030	62.0	%

Nine Months Ended September 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 ⁽¹⁾

$
342,193

60.6
%
$
367,277

61.2
%
Current accident year – catastrophe losses ⁽²⁾

20,526

4.2

3,000

0.5

Effect of prior year development

560

0.1

(1,472)

(0.3)

Total

$
363,279

64.9
%
$
368,805

61.4
%

(1)	Earned premiums are adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period.

(2)

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Expense Ratio

Our expense ratio was 37.9% for the six months ended June 30, 2021 compared to 36.7% for the ~~nine~~six months ended ~~September~~June 30, ~~2020 compared to 36.2% for the nine months ended September 30, 2019.~~2020. The increase in the expense ratio is driven primarily by ~~the impact of the WAQS in 2019 and reductions in net earned premiums related to COVID-19~~an increase in the ~~current year.~~policy acquisition expense ratio of 1.5% due to a shift in the mix of business and changing reinsurance structure.

The following table summarizes the components of the expense ratio for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

Nine Months Ended September 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

$
129,406

23.1
%
$
141,896

23.6
%
Underwriting and insurance expenses

76,038

13.6

79,189

13.2

Underwriting, acquisition and insurance expenses⁽¹⁾

205,444

36.7

221,085

36.8

Effect of WAQS⁽¹⁾

—

—

(3,837)

(0.6)

Total underwriting, acquisition and insurance expenses

$
205,444

36.7
%
$
217,248

36.2
%


	Six Months Ended June 30
	2021				2020
			% of Earned				% of Earned
($ in thousands)	Expenses		Premiums		Expenses		Premiums
Underwriting, acquisition and insurance expenses:
Policy acquisition expenses, net of ceded reinsurance	$	86,055	24.5	%	$	89,019	23.0	%
Underwriting and insurance expenses		47,456	13.5			53,052	13.7
Underwriting, acquisition and insurance expenses	$	133,511	37.9		$	142,071	36.7

~~(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 nine months ended September 30, 2020 and 2019.

Underwriting (Loss) Income

Underwriting loss was ~~$9.1~~$1.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to an underwriting income of ~~$10.7~~$5.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, a decrease of ~~$19.8 million, or 185.0%.~~$6.8 million. The decrease in underwriting income is primarily due to adverse prior period development and the ~~catastrophe losses experienced during the third quarter of the current year combined with the reduction in net earned premium.~~ increased policy acquisition expense ratio.

Combined Ratio

Our combined ratio ~~and adjusted combined ratio~~ ~~were 101.6%~~was 100.4% for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~98.3%~~98.7% for the ~~nine~~six months ended ~~September~~June 30, ~~2019. The combined ratio, excluding the impact of catastrophes was 97.4% for the nine months ended September 30 , 2020 compared~~ ~~to 97.8% for~~ ~~the nine months ended September 30, 2019.~~2020.

Investing Results

Our net investment income ~~increased~~decreased by ~~2.7%~~4.1% to ~~$52.9~~$31.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 from ~~$51.5~~$32.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019. The increase in net investment income is primarily due to growth in the investment portfolio partially offset by lower net investment yields in the current year.~~2020. Net investment yield was ~~3.1%~~2.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~3.5%~~3.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. Realized investment gains, net ~~includes a $1.7~~increased by $44.3 million ~~credit loss allowance~~to $48.4 million for the six months ended June 30, 2021 compared to $4.1 million for the six months ended June 30, 2020,

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respectively. The increase is largely driven by the sale of fixed maturity securities ~~for~~to generate cash required to fund the ~~nine months ended September 30, 2020.~~

~~The weighted average duration~~ceding of ~~our fixed maturity portfolio, including cash equivalents,~~ ~~was 4.6 years~~ ~~at September 30, 2020 and 3.0 years at September 30, 2019.~~ loss reserves associated with the proposed reinsurance transaction with Cavello Bay.

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The following table summarizes the components of net investment income and net investment gains for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

Nine Months Ended September 30
($ in thousands)

2020

2019

$ Change
Fixed maturity securities

$
47,171

$
49,414

$
(2,243)
Other investments

7,993

3,730

4,263
Gross investment income

55,164

53,144

2,020
Investment expenses

(2,251)

(1,614)

(637)
Net investment income

52,913

51,530

1,383
Realized investment gains, net

3,521

495

3,026
Total

$
56,434

$
52,025

$
4,409
Average invested assets

$
2,242,729

$
1,989,131

$
253,598


	Six Months Ended June 30
($ in thousands)	2021		2020		$ Change
Fixed maturity securities	$	25,585	$	32,131	$	(6,546)
Other investments		7,686		1,800		5,886
Gross investment income		33,271		33,931		(660)
Investment expenses		(2,011)		(1,325)		(686)
Net investment income		31,260		32,606		(1,346)
Realized investment gains, net		48,892		2,123		46,769
Total	$	80,152	$	34,729	$	45,423
Average invested assets	$	2,392,782	$	2,210,278	$	182,504

Interest and Other Expenses, Net

Our interest and other expenses decreased by ~~$9.0~~$1.2 million to ~~$14.6~~$7.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$23.7~~$9.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The decrease is primarily driven by ~~$7.6 million~~the refinancing of ~~expense for~~ our former CEO for termination of service as CEO and his services as Executive Chairman in the prior period and $6.8 million due to non-recurring grants of RSUs in connection with the IPO and an increase in net investment income.long term debt at a lower effective interest rate.

Income Tax Expense

Our effective tax rate for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 were 21.4% and ~~2019 was 21.8% and 21.2%~~21.9%, respectively. The ~~increase~~decrease in the effective tax rate infor the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to the same period in ~~2019~~2020 was primarily due to the tax effect of share-based compensation.

Our income tax expense was ~~$7.2~~$15.1 million and ~~$8.3~~$6.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~decrease~~increase is ~~primarily~~ due to the ~~decrease~~increase in income before income taxes compared to the same period in ~~2019.~~2020.

Adjusted Operating Income

Adjusted operating income was ~~$26.4~~$19.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, a decrease of ~~$15.3~~$5.6 million, or ~~36.7%~~22.6% from the adjusted operating income of ~~$41.7~~$24.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, primarily due to the ~~reduction~~decrease in underwriting ~~income offset by decreased interest and other expenses.~~income.

Adjusted Operating Return on Equity

Our adjusted operating return on equity was ~~6.1%~~8.1% for the ~~nine~~ six months ended ~~September~~June 30, ~~2020, a decrease~~2021, an increase of ~~6.0~~1.9% percentage points from ~~12.1%~~6.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 primarily due to the ~~reduction~~decrease in adjusted operating income combined with ~~the~~an increase in average book value.

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~~through: (i) loans from ~~banks,~~banks; (ii) draws on a revolving loan ~~agreement,~~agreement; (iii) issuance of equity and debt ~~securities,~~securities; (iv) corporate service fees from our operating ~~subsidiaries,~~subsidiaries; (v)

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payments from our subsidiaries pursuant to our consolidated tax allocation agreement and other ~~transactions~~transactions; and (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.

Our outstanding $140.0 million aggregate principal amount of 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~~

OnIn 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~~In November 2020, the Company used the Term Loan Facility ~~will be used~~proceeds to ~~refinance~~repay $165.0 million in complete satisfaction of the Notes at 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, borrowingsoutstanding debt under the ~~Term Loan Facility~~Notes. (see “— Credit Agreement”).

Management believes that the Company has sufficient liquidity available to meet its operating cash needs 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%,obligations 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 initial Applicable Margin for Base Rate Borrowings is 100 basis points lower than the Applicable Margin for Eurodollar Borrowings. The Applicable Margin is currently 2.75%.

~~We agreed to pay a ticking fee with respect to the undrawn portion of the commitments~~committed capital expenditures 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 ticking fee and commitment fee (if applicable) are currently 0.25%.

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.

~~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. 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 an additional $30.0 million,

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primarily to make capital contributions to its insurance subsidiaries. Amounts outstanding under the Revolving Credit Facility as of the date of the filing are three-month Eurodollar Borrowings, bearing interest at 3.50%.

~~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. next 12 months.

Cash Flows

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. We 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, typically allow us to generate significant operating cash 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.

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Our cash flows for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ were:

Nine Months Ended September 30

2020

2019
($ in thousands)

Cash and cash equivalents provided by (used in):

Operating activities

$
120,710

$
212,061
Investing activities

(169,327)

(244,030)
Financing activities

56,805

33,450
Net change in cash and cash equivalents

$
8,188

$
1,481


	Six Months Ended June 30
	2021		2020

($ in thousands)
Cash and cash equivalents provided by (used in):
Operating activities	$	68,233	$	93,947
Investing activities		593,207		(82,778)
Financing activities		(2,500)		22,685
Net change in cash and cash equivalents	$	658,940	$	33,854

The decrease in cash provided by operating activities for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, was largely driven by timing of claim payments and premium collection declines due to COVID-19. Cash used in investing activities is primarily funded by cash flow from operations. The decreaseincrease in cash used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, compared to the ~~nine~~six months ended ~~September 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 nine months ended September~~June 30, 2020, ~~compared~~was largely driven by the sale of fixed maturity securities to generate cash required to fund the ~~nine months ended September~~ceding of loss reserves associated with the reinsurance transaction with Cavello Bay.

Credit Agreement

On June 12, 2020 (the “Effective Date”), we entered into the Credit Agreement with certain lenders and Truist Bank, N.A., as administrative agent, providing for a $165.0 million delayed draw term loan facility (the “Term Loan Facility”). Borrowings under the Term Loan Facility were used to refinance the Notes at maturity. As of June 30, ~~2019, was primarily due to proceeds from~~2021, borrowings under the Term Loan Facility bore interest at 3.75%, however, in connection with the completion of the Merger, on August 4, 2021, all outstanding obligations in respect of principal, interest and fees under the Term Loan Facility were repaid and all commitments under the Term Loan Facility were terminated.

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.

As of ~~$35.0~~June 30, 2021, there was $42.0 million ~~and~~outstanding principal under this facility that bore interest at 3.75%. In connection with the ~~issuance~~completion of the ~~$24.9 million secured loan~~Merger, however, on August 4, 2021, all outstanding obligations in respect of principal, interest and fees under this facility were repaid and all commitments under this facility were terminated.

Master Lease Agreement

On June 26, 2020, ~~compared to $51.6~~we sold certain assets, in exchange for approximately $24.9 million of proceeds ~~related~~and agreed to lease such assets back from Citizens Bank (“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 ~~IPO offset by the $18.0 million pay down of the~~assets from Citizens ~~Revolving Credit agreement in 2019.~~for one dollar. This transaction is treated as a secured loan payable under U.S. GAAP.

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

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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 agreements 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 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

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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.

The following is a summary of our significant in-force excess of loss reinsurance programs as of ~~September~~June 30, ~~2020:~~2021:


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		Supported Umbrella: $6.0 million excess of $4.0 million Unsupported Umbrella: $5.0 million excess of $5.0 million Professional ~~Liability:~~Liability and Credit Union Fidelity Bonds: $5.0 million excess of $5.0 million
Primary Workers' Compensation		$37.0 million excess of $3.0 million
Marine		$~~45.0~~42.5 million excess of $2.5 million
Custom Bonds		$~~38.0~~35.0 million excess of ~~$2.0~~$5.0 million

(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. The allowance related to credit default with respect to our reinsurance assets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was $0.7 million and ~~$0.5~~$0.7 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.

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”~~��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

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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 22, 2019~~December 17, 2020 is consistent with our business plan and allows us to actively pursue relationships with the distribution partners identified in our marketing plan.

Financial Condition

Stockholders’ Equity

At ~~September~~June 30, ~~2020,~~2021, total stockholders’ equity was ~~$607.9~~$621.0 million and tangible stockholders’ equity was ~~$578.7~~$603.8 million, compared to total stockholders’ equity of ~~$543.0~~$624.0 million and tangible stockholders’ equity of ~~$513.8~~$606.7 million at December 31, ~~2019.~~2020. The ~~increase~~decrease in both total and tangible stockholders’ equity was primarily due ~~to net income from continuing operations of $25.6 million and~~a reduction in net unrealized gains on available-for-sale fixed maturity securities, net of tax of ~~$33.6~~$58.0 million, ~~for the nine months ended September 30, 2020.~~offset by net income from continuing operations of $51.7 million.

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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.

Stockholders’ equity at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 reconciles to tangible stockholders’ equity as follows:

September 30, 2020

December 31, 2019
($ in thousands)

Stockholders’ equity

$
607,872

$
543,031
Less: goodwill and net intangible assets

29,166

29,189
Tangible stockholders’ equity

$
578,706

$
513,842
Book value per share

$
14.00

$
12.61
Tangible book value per share

$
13.33

$
11.93


	June 30, 2021		December 31, 2020

($ in thousands)
Stockholders’ equity	$	620,985	$	623,968
Less: goodwill and net intangible assets		17,233		17,248
Tangible stockholders’ equity	$	603,752	$	606,720
Book value per share	$	14.24	$	14.37
Tangible book value per share	$	13.84	$	13.97

Investment Portfolio

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

At ~~September~~June 30, ~~2020~~2021, the majority of the portfolio, or ~~$2.2~~$1.7 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. Also included in our investments were ~~$270.4~~$408.2 million of alternative investments carried at fair value. Our securities, including cash equivalents, had a weighted average duration of ~~4.6~~3.4 years and an average rating of ~~“A”~~“A+” at ~~September~~June 30, ~~2020.~~2021.

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At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the cost and fair value on cash and invested assets were as follows:

September 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

$
1,989,098

$
2,074,391

85.8
%

$
1,848,964

$
1,891,148

86.3
%
Alternate available-for-sale

187,677

185,802

7.7

150,439

149,534

6.8

Total fixed maturity securities

2,176,775

2,260,193

93.5

1,999,403

2,040,682

93.1

Other investments:







Commercial levered loans

13,433

12,991

0.6

14,069

13,950

0.6

Bond exchange-traded funds

12,878

12,838

0.5

—

—

—

Non-redeemable preferred stock securities

11,670

11,913

0.5

—

—

—

Limited partnerships and limited liability companies

84,608

84,608

3.5

66,660

66,660

3.0

Short-term investments

154

154

0.0

43,873

43,873

2.0

Total other investments

122,743

122,504

5.1

124,602

124,483

5.6

Total investments

2,299,518

2,382,697

98.6

2,124,005

2,165,165

98.7

Cash, cash equivalents, and restricted cash

34,234

34,234

1.4

27,497

27,497

1.3

Total

$
2,333,752

$
2,416,931

100.0
%

$
2,151,502

$
2,192,662

100.0
%


	June 30, 2021						December 31, 2020
	Amortized		Estimated		% of Total		Amortized		Estimated		% of Total
	Cost		Fair Value		Fair Value		Cost		Fair Value		Fair Value

($ in thousands)
Fixed and floating rate securities	$	1,340,034	$	1,375,521	55.3	%	$	1,905,891	$	2,008,210	82.3	%
Alternate available-for-sale		311,763		311,049	12.5			253,852		257,847	10.6
Total fixed maturity securities		1,651,797		1,686,570	67.8			2,159,743		2,266,057	92.9
Other investments:
Commercial levered loans		5,299		5,269	0.2			12,308		12,180	0.5
Bond exchange-traded funds		—		—	—			44,679		44,882	1.8
Non-redeemable preferred stock securities		1,400		1,400	0.1			6,541		7,049	0.3
Limited partnerships and limited liability companies		97,150		97,150	3.9			90,468		90,468	3.7
Short-term investments		18,833		18,833	0.8			154		154	—
Total other investments		122,682		122,652	4.9			154,150		154,733	6.3
Total investments		1,774,479		1,809,222	72.8			2,313,893		2,420,790	99.2
Cash, cash equivalents, and restricted cash		676,876		676,876	27.2			19,603		19,603	0.8
Total	$	2,451,355	$	2,486,098	100.0	%	$	2,333,496	$	2,440,393	100.0	%

As of September 30, 2020, approximately 14.8% of our fixed maturity securities portfolio was comprised of investment securities that have a floating interest rate compared to 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 that better align with coupon variability. Our floating rate securities are classified as having coupons that reset at a set schedule off of an index rate.

The table below presents the credit quality of total fixed maturity securities at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, as rated by Standard & Poor’s Financial Services, LLC (“Standard & Poor’s”) or Equivalent Designation:

September 30, 2020

December 31, 2019

Standard & Poor’s or Equivalent Designation

Estimated Fair Value

% of Total


Estimated Fair Value

% of Total

($ in thousands)

AAA

$
218,857

9.7
%

$
219,696

10.8
%
AA

542,023

24.0

356,924

17.5

A

705,998

31.2

719,394

35.2

BBB

603,282

26.7

563,680

27.6

Below BBB/Not rated

190,032

8.4

180,988

8.9

Total

$
2,260,193

100.0
%

$
2,040,682

100.0
%


	June 30, 2021				December 31, 2020
Standard & Poor’s or Equivalent Designation	Estimated Fair Value		% of Total		Estimated Fair Value		% of Total
($ in thousands)
AAA	$	146,833	8.7	%	$	192,038	8.5	%
AA		418,602	24.8			543,875	24.0
A		556,104	33.0			679,409	30.0
BBB		449,603	26.7			662,816	29.2
Below BBB/Not rated		115,428	6.8			187,919	8.3
Total	$	1,686,570	100.0	%	$	2,266,057	100.0	%

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The table below presents the credit quality of total fixed maturity securities at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, either rated below BBB or not rated by Standard & Poor’s and their National Association of Insurance Commissioners (“NAIC”) designation:

September 30, 2020

NAIC Designation (Estimated Fair Value)
Standard & Poor’s or Equivalent Designation

1

2

3

4

5

6

Total
($ in thousands)

BB

$
2,395

$
31,587

$
51,849

$
889

$
546

$
-

$
87,266
B

3,963

539

4,342

6,486

-

-

15,330
CCC

32,226

-

675

985

3,508

-

37,394
CC or lower

27,049

-

-

-

-

22,994

50,043
Total

$
65,633

$
32,126

$
56,866

$
8,360

$
4,053

$
22,994

$
190,032


		June 30, 2021
		NAIC Designation (Estimated Fair Value)
Standard & Poor’s or Equivalent Designation		1		2		3		4		5		6		Total
($ in thousands)
BB	$	1,834	$	8,558	$	34,183	$	92	$	-	$	-	$	44,667
B		3,512		537		943		6,652		-		-		11,644
CCC		14,269		171		282		231		2,350		-		17,303
CC or lower		20,453		-		-		-		-		21,361		41,814
Total	$	40,068	$	9,266	$	35,408	$	6,975	$	2,350	$	21,361	$	115,428

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


		December 31, 2020
		NAIC Designation (Estimated Fair Value)
Standard & Poor’s or Equivalent Designation		1		2		3		4		5		6		Total
($ in thousands)
BB	$	4,402	$	31,031	$	52,667	$	874	$	482	$	-	$	89,456
B		5,081		510		3,779		6,574		-		-		15,944
CCC		32,089		-		681		237		2,408		-		35,415
CC or lower		24,138		-		-		187		-		22,779		47,104
Total	$	65,710	$	31,541	$	57,127	$	7,872	$	2,890	$	22,779	$	187,919

The amortized cost and fair value of our fixed maturity securities by contractual maturity are shown below as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

September 30, 2020

December 31, 2019




Estimated

% of Fair




Estimated Fair


Amortized Cost

Fair Value

Value

Amortized Cost

Value

% of Fair Value

($ in thousands)

Due in one year or less

$
120,270

$
121,506

5.4
%

$
99,035

$
99,326

4.9
%
Due after one year through five years

617,687

643,790

28.5

679,649

692,219

33.9

Due after five years through ten years

513,039

543,555

24.0

507,803

523,276

25.6

Due after ten years

277,562

290,558

12.8

151,105

153,790

7.5

Government agency securities

28,990

29,520

1.3

6,523

6,532

0.3

Asset-backed securities

53,705

53,547

2.4

73,068

73,582

3.6

Collateralized loan obligations

174,589

171,170

7.6

181,704

179,549

8.8

Commercial mortgage-backed securities

113,076

119,725

5.3

95,810

97,526

4.8

Residential mortgage-backed securities – non-agency

112,904

117,935

5.2

62,343

71,610

3.5

Residential mortgage-backed securities – agency

164,953

168,887

7.5

142,363

143,272

7.0

Total fixed maturities

$
2,176,775

$
2,260,193

100.0
%

$
1,999,403

$
2,040,682

100.0
%


		June 30, 2021					December 31, 2020
	Amortized		Estimated		% of Fair		Amortized		Estimated		% of Fair
	Cost		Fair Value		Value		Cost		Fair Value		Value

($ in thousands)
Due in one year or less	$	112,908	$	114,423	6.8	%	$	103,243	$	104,316	4.6	%
Due after one year through five years		506,126		517,934	30.7			628,897		657,996	29.1
Due after five years through ten years		389,723		400,097	23.7			522,749		561,775	24.8
Due after ten years		207,925		213,753	12.7			311,799		332,195	14.7
Government agency securities		19,935		19,912	1.2			30,446		31,007	1.4
Asset-backed securities		64,590		64,895	3.8			54,989		55,258	2.4
Collateralized loan obligations		90,942		90,575	5.4			140,615		139,126	6.1
Commercial mortgage-backed securities		53,219		54,572	3.2			111,313		117,960	5.2
Residential mortgage-backed securities – non-agency		89,432		93,717	5.6			109,110		116,136	5.1
Residential mortgage-backed securities – agency		116,997		116,692	6.9			146,582		150,288	6.6
Total fixed maturities	$	1,651,797	$	1,686,570	100.0	%	$	2,159,743	$	2,266,057	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.

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Restricted 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 ~~$561.5~~$485.0 million at ~~September~~June 30, ~~2020.~~2021. This includes ~~$153.2~~$76.0 million of funds in trust for the mutual benefit of our insurance companies due to participation in our intercompany pooling agreement. Restricted investments decreased ~~2.8%~~1.0%, or ~~$16.4~~$4.8 million, when compared to December 31, ~~2019~~2020 primarily due to ~~the closure of two collateral trust accounts~~decreases in ~~the third quarter offset by an increase in reinsurance collateral and state deposits, and~~interest rates that led to market appreciation ~~from~~for fixed maturity ~~securities.~~securities during the quarter.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements as of ~~September~~June 30, ~~2020.~~2021.

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~~risk based capital ratio and maintain specified liquidity levels. The requirement for us to provide the Funds At Lloyd’s were expected to terminate by June 30, 2020. However, the buyer disputed its contractual obligation with respect to substituting our Funds At Lloyd’s at that time. In February 2021, a U.K. court granted summary judgment in our favor requiring the buyer to substitute our Funds At Lloyds. The buyer is in the process of substituting our Funds At Lloyd’s

Reconciliation of Non-GAAP Financial Measures

Reconciliation of Underwriting ~~(Loss)~~ Income

Underwriting (loss) income is a non-GAAP financial measure that we believe is useful in evaluating our underwriting performance without regard to investment income. Underwriting (loss) 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 (loss) 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 (loss) income should not be considered in isolation or viewed as a substitute for net income from continuing operations calculated in accordance with GAAP, and other companies may calculate underwriting (loss) income differently.

Net income from continuing operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 reconciles to underwriting (loss) income as follows:

Three Months Ended September 30

Nine Months Ended September 30
($ in thousands)

2020

2019

2020

2019
Net income from continuing operations

$
1,498

$
8,361

$
25,592

$
30,752
Income tax expense

412

2,015

7,151

8,253
Income from continuing operations before taxes

1,910

10,376

32,743

39,005
Net investment income

20,307

16,974

52,913

51,530
Realized investment gains, net

1,398

245

3,521

495
Interest and other expense, net

5,549

10,182

14,635

23,671
Underwriting (loss) income

$
(14,246)

$
3,339

$
(9,056)

$
10,651


	Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2021		2020		2021		2020
Net income from continuing operations	$	18,062	$	17,283	$	55,609	$	24,094
Income tax expense		4,687		4,751		15,114		6,739
Income from continuing operations before taxes		22,749		22,034		70,723		30,833
Net investment income		14,581		23,791		31,260		32,606
Realized investment gains, net		15,784		1,891		48,892		2,123
Interest and other expense, net		3,960		4,356		7,863		9,086
Underwriting (loss) income	$	(3,656)	$	708	$	(1,566)	$	5,190

Reconciliation of 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

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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 from continuing operations calculated in accordance with GAAP. Other companies may calculate adjusted operating income differently.

Net income from continuing operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 reconciles to adjusted operating income as follows:

Three Months Ended September 30

Nine Months Ended September 30
($ in thousands)

2020

2019

2020

2019
Net income from continuing operations

$
1,498

$
8,361

$
25,592

$
30,752
Income tax expense

412

2,015

7,151

8,253
Income from continuing operations before taxes

1,910

10,376

32,743

39,005
Other expense

1,394

7,162

4,521

14,332
Realized investment gains, net

(1,398)

(245)

(3,521)

(495)
Adjusted operating income before taxes

1,906

17,293

33,743

52,842
Less: income tax expense on adjusted operating income

411

3,468

7,369

11,159
Adjusted operating income

$
1,495

$
13,825

$
26,374

$
41,683


	Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2021		2020		2021		2020
Net income from continuing operations	$	18,062	$	17,283	$	55,609	$	24,094
Income tax expense		4,687		4,751		15,114		6,739
Income from continuing operations before taxes		22,749		22,034		70,723		30,833
Other expense		1,337		1,390		2,655		3,127
Realized investment gains, net		(15,784)		(1,891)		(48,892)		(2,123)
Adjusted operating income before taxes		8,302		21,533		24,486		31,837
Less: income tax expense on adjusted operating income		1,711		4,643		5,233		6,958
Adjusted operating income	$	6,591	$	16,890	$	19,253	$	24,879

Critical Accounting Estimates

We identified the accounting estimates which are critical to the understanding of our financial position and results of operations. Critical accounting estimates are defined as those estimates that are both important to the portrayal of our financial condition and results of operations and require us to exercise significant judgment. We use significant judgment concerning future results and developments in applying these critical accounting estimates and in preparing our consolidated financial statements. These judgments and estimates affect our reported amounts of assets, liabilities, 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~~For a detailed discussion of our accounting policies, see Note 2. Summary of Significant Accounting Policies in Item 8. Financial Statement and ~~estimates are described~~Supplementary Data in the ~~Company’s 2019~~2020 Annual Report.

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

Item 3: Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the information about market risk set forth in the Company’s ~~2019~~2020 Annual Report. The COVID-19 pandemic does present new and emerging uncertainty to the financial markets. See further discussion in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 1A., Risk Factors, of this Quarterly Report on Form 10-Q.

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, 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) and 15d-15(e) under the Securities Exchange 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.

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Changes in Internal Controls over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended ~~September~~June 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

Item 1A: Risk Factors

Except as set forth below, as of the date of this report, there have been no material changes with respect to those risk factors previously disclosed in our ~~2019~~2020 Annual Report.

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

Beginning in March 2020, the 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 and third quarters 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.

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●

~~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 SEC. Additional risks and uncertainties not currently known to us or that we deem to be immaterial also may materially and adversely affect our business, results of operations, financial position or liquidity.

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

None.

Item 3: Defaults Upon Senior Securities

None.

Item 4: Mine Safety Disclosures

Not applicable

Item 5: Other Information

None.

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Item 6: Exhibits

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


	Exhibit Index
Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of January 14, 2021, among ProSight Global, Inc., Pedal Parent, Inc., and Pedal Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 19, 2021).
2.2	Stockholder Support Agreement, dated as of January 14, 2021, by and among Pedal Parent, Inc. and certain affiliates of the Goldman Sachs Group, Inc. and TPG Advisors VI, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed January 19, 2021).
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)~~August 4, 2021).
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)~~August 4, 2021).
~~4.1~~31.1*	~~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~~	~~Transition Agreement, dated September 2, 2020, between the Company and Frank Papalia.~~
~~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~~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~~101.INS*	Inline XBRL Instance Document
~~101.SCH~~101.SCH*	Inline XBRL Taxonomy Extension Schema Document
~~101.CAL~~101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
~~101.LAB~~101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

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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.

Dated: ~~November 10, 2020~~August 9, 2021	By:	/s/ Lawrence Hannon
		Lawrence Hannon
		President ~~and Chief Executive Officer~~

Dated: ~~November 10, 2020~~August 9, 2021	By:	/s/ Anthony S. Piszel
		Anthony S. Piszel
		Chief Financial Officer

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