Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial information that follows gives effect to certain pro forma events related to the acquisition of American Reliable. The unaudited pro forma adjustments are based upon currently available information and certain assumptions that the Company believes to be reasonable under the circumstances. The pro forma information does not purport to project the future financial position or operating results of the combined post-acquisition company.
You should read the following unaudited pro forma condensed combined financial information in conjunction with the consolidated financial statements and the accompanying notes of Global Indemnity plc (the “Company” or “Global Indemnity”) for the period ending December 31, 2013 included in Global Indemnity plc’s Annual Report on Form 10-K for the year ended December 31, 2013, and as of and for the period ending September 30, 2014 included in Global Indemnity plc’s Quarterly Report on Form 10-Q for the period ended September 30, 2014, as well as the consolidated financial statements and the accompanying notes of American Reliable Insurance Company (“American Reliable”) as of and for the period ending December 31, 2013 and September 30, 2014, which are included in Exhibit 99.1 and 99.2 of this Amendment No. 1.
The unaudited pro forma condensed combined financial information gives effect to:
| • | | The purchase of American Reliable Insurance Company by Global Indemnity Group, Inc., a subsidiary of Global Indemnity plc, for approximately $117.9 million in cash, and the assumption of approximately $322.9 in customary insurance related liabilities, obligations, and mandates, which is subject to adjustment based on United States generally accepted accounting principles (“GAAP”) book value of the business as of the date of the closing of the transaction and the future development of loss reserves as further described in the stock purchase agreement relating to the purchase of American Reliable Insurance Company; |
as if transactions were completed as of the date of the balance sheet data or at the beginning of the applicable period in the case of statement of operations data, as applicable. The unaudited pro forma condensed combined financial statement of operations data do not include any projected synergies relating to the transactions.
The ultimate purchase price allocation to acquisition consideration is subject to accounting procedures that are expected to be completed by June 30, 2015. The adjustments that will be recorded as of the completion of those procedures may differ materially from the information presented in these preliminary unaudited pro forma consolidated financial statements.
The Company previously reported on Form 8-K on January 5, 2015 an estimated purchase price of $114.0 million for American Reliable based on historical financial statement information available at that time. The following summarizes the Company’s most recent estimate of the purchase price of American Reliable based on most recent financial statement information available as of December 31, 2014:
| | | | |
| | As of 12/31/2014 | |
Stockholders’ Equity as of December 31, 2014 | | $ | 120,122 | |
Less: Purchase Price Adjustment | | | (2,262 | ) |
| | | | |
Estimated Purchase Price | | $ | 117,860 | |
| | | | |
1
Global Indemnity plc
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2014
(In thousands, except share amounts)
| | | | | | | | | | | | | | | | |
| | Historical Global Indemnity plc (1) | | | Historical American Reliable Insurance Company | | | Pro Forma Adjustments | | | Pro Forma Combined Global Indemnity plc | |
ASSETS | | | | | | | | | | | | | | | | |
Fixed maturities: | | | | | | | | | | | | | | | | |
Available for sale, at fair value | | $ | 1,308,771 | | | $ | 191,688 | | | $ | 50,456 | (2) | | $ | 1,550,915 | |
Equity securities: | | | | | | | | | | | | | | | | |
Available for sale, at fair value | | | 120,736 | | | | 14,206 | | | | (14,206 | ) (2) | | | 120,736 | |
Other invested assets: | | | | | | | | | | | | | | | | |
Available for sale, at fair value | | | 21,118 | | | | 36,250 | | | | (36,250 | ) (2) | | | 21,118 | |
| | | | | | | | | | | | | | | | |
Total investments | | | 1,450,625 | | | | 242,144 | | | | — | | | | 1,692,769 | |
Cash and cash equivalents | | | 66,616 | | | | 6,333 | | | | (2,749 | ) (3) | | | 70,200 | |
Premiums receivable, net | | | 62,211 | | | | 28,208 | | | | — | | | | 90,419 | |
Reinsurance receivables, net | | | 178,193 | | | | 20,652 | | | | (5,628 | ) (4) | | | 193,217 | |
Funds held by ceding insurers | | | 23,762 | | | | — | | | | — | | | | 23,762 | |
Federal income tax recoverable | | | — | | | | 1,134 | | | | 1,632 | (22) | | | 2,766 | |
Deferred federal income taxes | | | 16,817 | | | | — | | | | 334 | (22) | | | 17,151 | |
Deferred acquisition costs | | | 26,090 | | | | 21,961 | | | | (10,121 | ) (5) | | | 37,930 | |
Intangible assets | | | 17,725 | | | | 213 | | | | 27,500 | (6) | | | 45,438 | |
Goodwill | | | 4,820 | | | | 118 | | | | 2,451 | (7) | | | 7,389 | |
Prepaid reinsurance premiums | | | 5,464 | | | | 77,672 | | | | (28,922 | ) (8) | | | 54,214 | |
Receivable for securities sold | | | — | | | | — | | | | — | | | | — | |
Other assets | | | 27,492 | | | | 15,127 | | | | — | | | | 42,619 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 1,879,815 | | | $ | 413,562 | | | $ | (15,503 | ) | | $ | 2,277,874 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Unpaid losses and loss adjustment expenses | | $ | 739,931 | | | $ | 60,080 | | | $ | 17,400 | (9) | | $ | 817,411 | |
Unearned premiums | | | 127,798 | | | | 166,472 | | | | 15,557 | (10) | | | 309,827 | |
Federal income taxes payable | | | 1,567 | | | | — | | | | 334 | (22) | | | 1,901 | |
Deferred federal income taxes payable | | | — | | | | 1,440 | | | | 1,632 | (22) | | | 3,072 | |
Ceded balances payable | | | 4,150 | | | | 5,003 | | | | — | | | | 9,153 | |
Contingent commissions | | | 12,511 | | | | 3,227 | | | | — | | | | 15,738 | |
Payable for Securities | | | 2,865 | | | | — | | | | — | | | | 2,865 | |
Margin borrowing facility | | | 62,274 | | | | — | | | | 102,000 | (11) | | | 164,274 | |
Funds held under reinsurance treaties | | | — | | | | 44,509 | | | | (44,509 | ) (12) | | | — | |
Other liabilities | | | 30,624 | | | | 24,914 | | | | — | | | | 55,538 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 981,720 | | | | 305,645 | | | | 92,414 | | | | 1,379,779 | |
| | | | | | | | | | | | | | | | |
Commitments and contingencies | | | — | | | | — | | | | — | | | | — | |
Shareholders’ equity: | | | | | | | | | | | | | | | | |
Ordinary shares | | | 3 | | | | 4,200 | | | | (4,200 | ) (13) | | | 3 | |
Additional paid-in capital | | | 518,889 | | | | 90,145 | | | | (90,145 | ) (13) | | | 518,889 | |
Accumulated other comprehensive income, net of taxes | | | 24,954 | | | | 8,942 | | | | (8,942 | ) (13) | | | 24,954 | |
Retained earnings | | | 455,653 | | | | 4,630 | | | | (4,630 | ) (13) | | | 455,653 | |
A ordinary shares in treasury | | | (101,404 | ) | | | — | | | | — | | | | (101,404 | ) |
| | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 898,095 | | | | 107,917 | | | | (107,917 | ) | | | 898,095 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 1,879,815 | | | $ | 413,562 | | | $ | (15,503 | ) | | $ | 2,277,874 | |
| | | | | | | | | | | | | | | | |
2
Global Indemnity plc
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2014
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | |
| | Historical Global Indemnity plc (1) | | | Historical American Reliable Insurance Company | | | Pro Forma Adjustments | | | Pro Forma Combined Global Indemnity plc | |
Revenues: | | | | | | | | | | | | | | | | |
Gross premiums written | | $ | 227,200 | | | $ | 242,075 | | | $ | 18,000 | (14) | | $ | 487,275 | |
| | | | | | | | | | | | | | | | |
Net premiums written | | $ | 212,495 | | | $ | 131,005 | | | $ | 61,631 | (15) | | $ | 405,131 | |
| | | | | | | | | | | | | | | | |
Net premiums earned | | $ | 201,589 | | | $ | 127,249 | | | $ | 59,556 | (16) | | $ | 388,394 | |
Net investment income | | | 22,488 | | | | 7,209 | | | | (1,276 | ) (17) | | | 28,421 | |
Net realized investment gains: | | | | | | | | | | | | | | | | |
Other than temporary impairment losses on investments | | | (68 | ) | | | — | | | | — | | | | (68 | ) |
Other net realized investment gains | | | 40,294 | | | | 448 | | | | — | | | | 40,742 | |
| | | | | | | | | | | | | | | | |
Total net realized investment gains | | | 40,226 | | | | 448 | | | | — | | | | 40,674 | |
Other income | | | 449 | | | | 1,075 | | | | 115 | (18) | | | 1,639 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 264,752 | | | | 135,981 | | | | 58,395 | | | | 459,128 | |
Losses and Expenses: | | | | | | | | | | | | | | | | |
Net losses and loss adjustment expenses | | | 113,496 | | | | 73,661 | | | | 35,694 | (19) | | | 222,851 | |
Acquisition costs and other underwriting expenses | | | 81,114 | | | | 55,448 | | | | 13,792 | (20) | | | 150,354 | |
Corporate and other operating expenses | | | 9,614 | | | | — | | | | — | | | | 9,614 | |
Interest expense | | | 628 | | | | — | | | | 765 | (21) | | | 1,393 | |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 59,900 | | | | 6,872 | | | | 8,144 | | | | 74,916 | |
Income tax expense | | | 8,108 | | | | 2,242 | | | | 1,257 | (22) | | | 11,607 | |
| | | | | | | | | | | | | | | | |
Net income | | $ | 51,792 | | | $ | 4,630 | | | $ | 6,887 | | | $ | 63,309 | |
| | | | | | | | | | | | | | | | |
Per share data: | | | | | | | | | | | | | | | | |
Net income | | | | | | | | | | | | | | | | |
Basic | | $ | 2.06 | | | $ | 0.18 | | | $ | 0.28 | | | $ | 2.52 | |
| | | | | | | | | | | | | | | | |
Diluted | | $ | 2.05 | | | $ | 0.18 | | | $ | 0.27 | | | $ | 2.50 | |
| | | | | | | | | | | | | | | | |
Weighted-average number of shares outstanding | | | | | | | | | | | | | | | | |
Basic | | | 25,126,684 | | | | — | | | | — | | | | 25,126,684 | |
| | | | | | | | | | | | | | | | |
Diluted | | | 25,323,187 | | | | — | | | | — | | | | 25,323,187 | |
| | | | | | | | | | | | | | | | |
3
Global Indemnity plc
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2013
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | |
| | | | Historical Global Indemnity plc (1) | | | Historical American Reliable Insurance Company | | | Pro Forma Adjustments | | | Pro Forma Combined Global Indemnity plc | |
Revenues: | | | | | | | | | | | | | | | | | | |
Gross premiums written | | | | $ | 290,723 | | | $ | 348,416 | | | $ | 23,000 | (14) | | $ | 662,139 | |
| | | | | | | | | | | | | | | | | | |
Net premiums written | | | | $ | 271,984 | | | $ | 170,893 | | | $ | 79,107 | (15) | | $ | 521,984 | |
| | | | | | | | | | | | | | | | | | |
Net premiums earned | | | | $ | 248,722 | | | $ | 171,166 | | | $ | 78,734 | (16) | | $ | 498,622 | |
Net investment income | | | | | 37,209 | | | | 9,866 | | | | (1,316 | ) (17) | | | 45,759 | |
Net realized investment gains: | | | | | | | | | | | | | | | | | | |
Other than temporary impairment losses on investments | | | | | (1,239 | ) | | | — | | | | — | | | | (1,239 | ) |
Other than temporary impairment losses on investments recognized in other comprehensive income | | | | | — | | | | — | | | | — | | | | — | |
Other net realized investment gains | | | | | 28,651 | | | | 720 | | | | — | | | | 29,371 | |
| | | | | | | | | | | | | | | | | | |
Total net realized investment gains | | | | | 27,412 | | | | 720 | | | | — | | | | 28,132 | |
Other income | | | | | 5,791 | | | | 1,458 | | | | 142 | (18) | | | 7,391 | |
| | | | | | | | | | | | | | | | | | |
Total revenues | | | | | 319,134 | | | | 183,210 | | | | 77,560 | | | | 579,904 | |
Losses and Expenses: | | | | | | | | | | | | | | | | | | |
Net losses and loss adjustment expenses | | | | | 132,991 | | | | 97,224 | | | | 43,276 | (19) | | | 273,491 | |
Acquisition costs and other underwriting expenses | | | | | 105,651 | | | | 72,773 | | | | 19,220 | (20) | | | 197,644 | |
Corporate and other operating expenses | | | | | 11,614 | | | | — | | | | — | | | | 11,614 | |
Interest expense | | | | | 6,169 | | | | — | | | | 1,020 | (21) | | | 7,189 | |
| | | | | | | | | | | | | | | | | | |
Income before income taxes | | | | | 62,709 | | | | 13,213 | | | | 14,044 | | | | 89,966 | |
Income tax expense | | | | | 1,019 | | | | 3,905 | | | | 1,664 | (22) | | | 6,588 | |
| | | | | | | | | | | | | | | | | | |
Net income | | | | $ | 61,690 | | | $ | 9,308 | | | $ | 12,380 | | | $ | 83,378 | |
| | | | | | | | | | | | | | | | | | |
Per share data: | | | | | | | | | | | | | | | | | | |
Net income | | | | | | | | | | | | | | | | | | |
Basic | | | | $ | 2.46 | | | $ | 0.37 | | | $ | 0.50 | | | $ | 3.33 | |
| | | | | | | | | | | | | | | | | | |
Diluted | | | | $ | 2.45 | | | $ | 0.37 | | | $ | 0.49 | | | $ | 3.31 | |
| | | | | | | | | | | | | | | | | | |
Weighted-average number of shares outstanding | | | | | | | | | | | | | | | | | | |
Basic | | | | | 25,072,712 | | | | — | | | | — | | | | 25,072,712 | |
| | | | | | | | | | | | | | | | | | |
Diluted | | | | | 25,174,015 | | | | — | | | | — | | | | 25,174,015 | |
| | | | | | | | | | | | | | | | | | |
4
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
Global Indemnity Group, Inc., an indirect wholly owned subsidiary of Global Indemnity, acquired American Reliable Insurance Company (“American Reliable”) on January 1, 2015. In connection with the acquisition of American Reliable, an allocation of the purchase price was made to the estimated fair value of assets acquired and liabilities acquired.
The unaudited pro forma condensed combined balance sheet as of September 30, 2014 reflects amounts contained in the unaudited balance sheets of Global Indemnity plc and American Reliable as of that date. The following adjustments have been reflected in the unaudited pro forma condensed combined balance sheet as if the acquisition of American Reliable occurred as of the date of the balance sheet.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 reflects amounts contained in the combined statements of operations of Global Indemnity for the year ended December 31, 2013 and the audited statements of operations of American Reliable for the year ended December 31, 2013. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2014 reflects amounts contained in the unaudited statements of operations of Global Indemnity and American Reliable for that period. The following adjustments have been reflected in the unaudited pro forma condensed combined statements of operations as if the acquisition of American Reliable occurred at the beginning of the earliest period presented.
(1) For a discussion of certain factors that affected the historical results of operations of Global Indemnity for the year ended December 31, 2013 , see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Global Indemnity’s Annual Report on Form 10-K for the year ended December 31, 2013. For a discussion of certain factors that affected the historical results of operations of Global Indemnity for the nine months ended September 30, 2014 , see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Global Indemnity’s Report on Form 10-Q for the nine months ended September 30, 2014.
(2) Adjustment to reflect sale of equity securities and other invested assets by American Reliable to Assurant in exchange for fixed-maturities available for sale as a result of restructuring transaction in the 4th quarter of 2014.
(3) Adjustment of $2.7 million to consists of the following:
| | | | |
| | Pro Forma Amount (dollars in thousands) | |
Margin borrowing resulting in additional debt | | $ | 102,000 | |
Reinsurance restructuring transactions: | | | | |
New assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014 | | $ | 27,446 | |
Termination of Quota Share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015 | | | (14,173 | ) |
New ceded reinsurance agreement for various lines of business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014 | | | (5,107 | ) |
| | | | |
| | $ | 8,166 | |
Purchase of American Reliable (a) | | | (117,860 | ) |
Adjustment in purchase price of American Reliable between 9/30/2014 and 12/31/2014 (a) | | | 4,945 | |
| | | | |
| | $ | (2,749 | ) |
| | | | |
(a) | A summary of the estimated purchase price of American Reliable as of December 31, 2014 and related change to American Reliable’s stockholders’ equity between September 30, 2014 and December 31, 2014 is as follows: |
| | | | | | | | | | | | |
| | (Dollars in Thousands) | |
| | As of 12/31/2014 | | | As of 9/30/2014 | | | Difference | |
Stockholders’ Equity | | $ | 120,122 | | | $ | 107,917 | | | | — | |
Add: Capital Contribution in 4th Quarter of 2014 | | | — | | | | 7,260 | | | | — | |
| | | | | | | | | | | | |
Adjusted Stockholders Equity | | $ | 120,122 | | | $ | 115,177 | | | $ | 4,945 | |
Less: Purchase Price Adjustment | | | (2,262 | ) | | | (2,262 | ) | | | — | |
| | | | | | | | | | | | |
Estimated Purchase Price | | $ | 117,860 | | | $ | 112,915 | | | $ | 4,945 | |
| | | | | | | | | | | | |
5
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION –(Continued)
(4) Adjustment of $5.6 million relates to consideration on reinsurance restructuring transactions primarily related to transfer unpaid loss and loss adjustment expenses and unearned premiums as follows:
| | | | |
| | Pro Forma Amount (dollars in thousands) | |
New assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014 | | $ | 1,857 | |
Termination of quota share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015 | | | (12,575 | ) |
New ceded reinsurance agreement for various lines of business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014 | | | 5,090 | |
| | | | |
| | $ | (5,628 | ) |
| | | | |
(5) Adjustment of $10.1 million to deferred acquisition costs consists of the following:
| • | | Decrease of $21.9 million to reduce American Reliable’s deferred acquisition costs to fair value |
| • | | Increase of $11.8 million for termination of a quota share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015. |
(6) Intangible assets of $27.5 million were recognized for the values of agency relationships, trade names, state insurance licenses and software technology. A summary of intangible assets, including estimated useful lives, is as follows:
| | | | | | | | |
| | December 31, 2014 | |
| | Pro Forma Amount | | | Estimated Useful Life | |
| | (dollars in thousands) | |
Value of Business Acquired | | $ | 19,000 | | | | 1 Year | |
State insurance licenses | | | 5,000 | | | | Indefinite | |
Software | | | 2,000 | | | | 5 years | |
Agent Relationships | | | 900 | | | | 10 years | |
Trade Names | | | 600 | | | | 7 years | |
| | | | | | | | |
| | | 27,500 | | | | | |
| | | | | | | | |
(7) Adjustment to record goodwill of $2.5 million for excess of the cash exchanged for American Reliable’s net assets. A summary of the preliminary purchase price allocation for the merger is as follows:
| | | | |
| | (dollars in thousands) | |
Estimated cash consideration | | | 117,860 | |
Less: Estimated fair value of net assets acquired | | | 115,409 | |
| | | | |
Goodwill | | $ | 2,451 | |
| | | | |
(8) Adjustment of $28.9 million to prepaid reinsurance premiums relates to termination of quota share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015.
6
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION –(Continued)
(9) Adjustment of $17.4 million to unpaid loss and loss adjustment expenses consists of the following:
| • | | Increase of $17.6 million for the related unpaid loss and loss adjustment expenses and unearned premiums on a new assumed reinsurance agreement for agriculture business between American Reliable Insurance Company American Bankers Insurance Company effective December 1, 2014. |
| • | | Decrease of $0.2 million to adjust loss and loss expenses to fair value using a discount rate of 0.2% for the risk free rates for the period that is equivalent to the duration of the reserves. No risk adjustment was considered necessary in determining fair value of unpaid losses and loss adjustment expenses based on preliminary analysis. The results of the reserve studies have not progressed to as stage to supply sufficient information to make a definitive allocation of acquisition consideration. |
| • | | The adjustments that will be recorded based upon completion of the reserve studies may differ materially from the information presented in these preliminary unaudited pro forma consolidated financial statements. American Bankers Insurance Company has agreed to indemnify Global Indemnity Group, Inc. to the extent that actual loss and loss adjustment expenses incurred exceed recorded unpaid loss and loss adjustment expense reserves of December 31, 2014. Global Indemnity Group, Inc. has agreed to indemnify American Bankers Insurance Company to the extent that loss and loss adjustment expenses incurred are lower than recorded unpaid loss and loss adjustment expense reserves as of December 31, 2014. |
(10) Adjustment of $15.6 million to unearned premiums relates to new assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014.
(11) Adjustment to additional debt obtained for financing of acquisition of American Reliable.
(12) Adjustment of $44.5 million to funds held under reinsurance treaties relates to settlement of funds from termination of quota share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015.
(13) Adjustment to eliminate American Reliable’s equity.
(14) Adjustment of $18.0 million for the nine months ended September 30, 2014 and $23.0 million for the year ended December 31, 2013 to gross written premium resulting from a reinsurance restructuring transaction of a new assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014.
(15) Adjustment of $61.6 million for the nine months ended September 30, 2014 and $79.1 million for the year ended December 31, 2013 to net written premiums resulting from reinsurance restructuring transactions as follows:
| | | | | | | | |
| | Pro Forma Amounts (Dollars in Thousands) | |
| | Nine Months Ended 9/30/2014 | | | Twelve Months Ended 12/31/2013 | |
New assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014 | | $ | 17,963 | | | $ | 22,143 | |
Termination of quota share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015 | | | 43,668 | | | | 56,964 | |
| | | | | | | | |
| | $ | 61,631 | | | $ | 79,107 | |
| | | | | | | | |
7
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION –(Continued)
(16) Adjustment of $59.6 million for the nine months ended September 30, 2014 and $78.7 million for the year ended December 31, 2013 to net earned premiums resulting from reinsurance restructuring transactions as follows:
| | | | | | | | |
| | Pro Forma Amounts (Dollars in Thousands) | |
| | Nine Months Ended 9/30/2014 | | | Twelve Months Ended 12/31/2013 | |
New assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014 | | $ | 17,140 | | | $ | 21,679 | |
Termination of quota share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015 | | | 42,416 | | | | 57,055 | |
| | | | | | | | |
| | $ | 59,556 | | | $ | 78,734 | |
| | | | | | | | |
(17) Net investment income adjusted for the following:
| • | | Decrease of $2.1 million for the nine months ended September 30, 2014 and $2.9 million for the year ended December 31, 2013 resulting from an increase of $11.4 million of the cost basis of fixed maturities, available for sale, based on the fair value of investments at December 31, 2014; |
| • | | Increase of $0.9 million for the nine months ended September 30, 2014 and $1.5 million for the year ended December 31, 2013 resulting from reinsurance restructuring transactions as follows: |
| | | | | | | | |
| | Pro Forma Amounts (Dollars in Thousands) | |
| | Nine Months Ended 9/30/2014 | | | Twelve Months Ended 12/31/2013 | |
New assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014 | | $ | 600 | | | $ | 1,000 | |
Termination of quota share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015 | | | 262 | | | | 534 | |
| | | | | | | | |
| | $ | 862 | | | $ | 1,534 | |
| | | | | | | | |
(18) Adjustment of $0.1 million for the nine months ended September 30, 2014 and for the year ended December 31, 2013 resulting from a reinsurance restructuring transaction of a new assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014.
(19) Adjustment of $35.7 million for the nine months ended September 30, 2014 and $43.3 million for the year ended December 31, 2013 to unpaid losses and loss adjustment expenses resulting from reinsurance restructuring transactions as follows:
| | | | | | | | |
| | Pro Forma Amounts (Dollars in Thousands) | |
| | Nine Months Ended 9/30/2014 | | | Twelve Months Ended 12/31/2013 | |
New assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014 | | $ | 11,140 | | | $ | 10,868 | |
Termination of quota share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015 | | | 24,554 | | | | 32,408 | |
| | | | | | | | |
| | $ | 35,694 | | | $ | 43,276 | |
| | | | | | | | |
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NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION –(Continued)
(20) Adjustment of $13.8 million for the nine months ended September 30, 2014 and $19.2 million for the twelve months ended December 31, 2013 for the following:
| | | | | | | | |
| | Pro Forma Amounts (Dollars in Thousands) | |
| | Nine Months Ended 9/30/2014 | | | Twelve Months Ended 12/31/2013 | |
Reinsurance Restructuring: | | | | | | | | |
Commissions on new assumed reinsurance agreement for agriculture business between American Reliable Insurance Company and American Bankers Insurance Company effective December 1, 2014 | | $ | 4,285 | | | $ | 5,420 | |
Commissions on termination of quota share agreement between American Reliable Insurance Company and Bankers Atlantic Reinsurance Company effective January 1, 2015 | | | 16,967 | | | | 22,822 | |
Excise tax on new intercompany quota share reinsurance treaty with Global Indemnity Reinsurance Company, Ltd. | | | 934 | | | | 1,250 | |
| | | | | | | | |
| | $ | 22,186 | | | $ | 29,492 | |
Impact of amortization of fair value adjustments to assets acquired(a) | | | (5,218 | ) | | | (6,957 | ) |
Personnel costs transitioned from American Reliable to American Bankers Insurance Company in the 4th quarter of 2014 | | | (3,176 | ) | | | (3,315 | ) |
| | | | | | | | |
| | $ | 13,792 | | | $ | 19,220 | |
| | | | | | | | |
(a) | Includes one-time reductions of $4.5 million for the nine months ended September 30, 2014 and $6.0 million for the year ended December 31, 2013 that will not reoccur. |
(21) Adjustment of $0.8 million for the nine months ended September 30, 2014 and $1.0 million for twelve months ended December 31, 2013 for interest expense on $102.0 million of debt pursuant to the company’s margin borrowing facilities to finance the acquisition of American Reliable at a rate of 1.0%.
(22) Adjustment to income tax expense for the nine months ended September 30, 2014 and the year ended December 31, 2013, deferred income taxes as of September 30, 2014 and federal income tax recoverable as of September 30, 2014 were calculated using the a statutory tax rate of 35%.
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