Condensed Consolidating Financial Information Provided in Connection with Outstanding Debt of Subsidiaries | 14. Condensed Consolidating Financial Information Provided in Connection with Outstanding Debt of Subsidiaries The following tables present condensed consolidating balance sheets at September 30, 2018 and December 31, 2017, condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the quarters and nine months ended September 30, 2018 and 2017, and condensed consolidating statements of cash flows for the nine months ended September 30, 2018 and 2017. GIGI is a 100% owned subsidiary of the Company. See Note 7 for information on the Company’s debt obligations. Condensed Consolidating Balance Sheets at September 30, 2018 (Dollars in thousands) Global Indemnity Limited (Parent co- obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co-obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated ASSETS Total investments $ 12,251 $ 303,299 $ 1,180,953 $ - $ 1,496,503 Cash and cash equivalents 102 1,904 38,640 - 40,646 Investments in subsidiaries 1,223,997 318,419 30,358 (1,572,774 ) - Due from subsidiaries and affiliates 459 (2,929 ) 2,470 - - Notes receivable – affiliate - 80,049 845,498 (925,547 ) - Interest receivable – affiliate - 3,576 38,029 (41,605 ) - Premiums receivable, net - - 84,641 - 84,641 Reinsurance receivables, net - - 96,534 - 96,534 Funds held by ceding insurers - - 50,805 - 50,805 Federal income taxes receivable - 7,734 3,024 - 10,758 Deferred federal income taxes - 31,201 4,474 - 35,675 Deferred acquisition costs - - 64,538 - 64,538 Intangible assets - - 22,152 - 22,152 Goodwill - - 6,521 - 6,521 Prepaid reinsurance premiums - - 22,976 - 22,976 Receivable for securities sold - - - - - Other assets 7,714 6,171 19,731 (7,319 ) 26,297 Total assets $ 1,244,523 $ 749,424 $ 2,511,344 $ (2,547,245 ) $ 1,958,046 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Unpaid losses and loss adjustment expenses $ - $ - $ 608,607 $ - $ 608,607 Unearned premiums - - 297,630 - 297,630 Ceded balances payable - - 16,612 - 16,612 Payable for securities purchased - (2,110 ) 7,052 - 4,942 Contingent commissions - - 8,076 - 8,076 Debt - 289,405 - (7,319 ) 282,086 Notes payable – affiliates 520,498 400,000 5,049 (925,547 ) - Accrued interest payable – affiliates 19,286 20,771 1,548 (41,605 ) - Other liabilities 2,413 11,000 24,354 - 37,767 Total liabilities 542,197 719,066 968,928 (974,471 ) 1,255,720 Shareholders’ equity Total shareholders’ equity 702,326 30,358 1,542,416 (1,572,774 ) 702,326 Total liabilities and shareholders’ equity $ 1,244,523 $ 749,424 $ 2,511,344 $ (2,547,245 ) $ 1,958,046 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Balance Sheets at December 31, 2017 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co-obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated ASSETS Total investments $ 13,118 $ 309,891 $ 1,136,477 $ - $ 1,459,486 Cash and cash equivalents 11,089 7,749 55,576 - 74,414 Investments in subsidiaries 1,207,590 321,194 62,950 (1,591,734 ) - Due from subsidiaries and affiliates 4,618 (6,513 ) 1,895 - - Notes receivable – affiliate - 80,049 845,498 (925,547 ) - Interest receivable – affiliate - 2,721 30,642 (33,363 ) - Premiums receivable, net - - 84,386 - 84,386 Reinsurance receivables, net - - 105,060 - 105,060 Funds held by ceding insurers - - 45,300 - 45,300 Federal income taxes receivable - 7,560 2,489 283 10,332 Deferred federal income taxes - 21,533 4,833 (170 ) 26,196 Deferred acquisition costs - - 61,647 - 61,647 Intangible assets - - 22,549 - 22,549 Goodwill - - 6,521 - 6,521 Prepaid reinsurance premiums - - 28,851 - 28,851 Receivable for securities sold - (403 ) 1,946 - 1,543 Other assets 20,681 52,806 21,897 (20,000 ) 75,384 Total assets $ 1,257,096 $ 796,587 $ 2,518,517 $ (2,570,531 ) $ 2,001,669 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Unpaid losses and loss adjustment expenses $ - $ - $ 634,664 $ - $ 634,664 Unearned premiums - - 285,397 - 285,397 Ceded balances payable - - 10,851 - 10,851 Payable for securities purchased - - - - - Contingent commissions - - 7,984 - 7,984 Debt 222,483 72,230 - - 294,713 Notes payable – affiliates 290,498 630,000 5,049 (925,547 ) - Accrued interest payable – affiliates 12,465 19,574 1,324 (33,363 ) - Other liabilities 13,256 11,832 44,578 (20,000 ) 49,666 Total liabilities 538,702 733,636 989,847 (978,910 ) 1,283,275 Shareholders’ equity Total shareholders’ equity 718,394 62,951 1,528,670 (1,591,621 ) 718,394 Total liabilities and shareholders’ equity $ 1,257,096 $ 796,587 $ 2,518,517 $ (2,570,531 ) $ 2,001,669 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Operations for the Quarter Ended September 30, 2018 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Revenues: Net premiums earned $ - $ - $ 120,528 $ - $ 120,528 Net investment income 146 2,492 18,318 (9,206 ) 11,750 Net realized investment gains (losses) (101 ) 5,321 99 - 5,319 Other income (loss) - (12 ) 423 - 411 Total revenues 45 7,801 139,368 (9,206 ) 138,008 Losses and Expenses: Net losses and loss adjustment expenses - - 80,493 - 80,493 Acquisition costs and other underwriting expenses - - 48,680 - 48,680 Corporate and other operating expenses 982 2,089 404 - 3,475 Interest expense 2,017 12,035 78 (9,206 ) 4,924 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (2,954 ) (6,323 ) 9,713 - 436 Equity in net income (loss) of subsidiaries 6,682 (3,995 ) (8,434 ) 5,747 - Income (loss) before income taxes 3,728 (10,318 ) 1,279 5,747 436 Income tax benefit - (1,884 ) (1,408 ) - (3,292 ) Net income (loss) $ 3,728 $ (8,434 ) $ 2,687 $ 5,747 $ 3,728 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Operations for the Quarter Ended September 30, 2017 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Revenues: Net premiums earned $ - $ - $ 108,619 $ - $ 108,619 Net investment income 104 2,321 19,351 (11,642 ) 10,134 Net realized investment gains (losses) 23 (1,229 ) 243 - (963 ) Other income - 1,738 556 - 2,294 Total revenues 127 2,830 128,769 (11,642 ) 120,084 Losses and Expenses: Net losses and loss adjustment expenses - - 82,395 - 82,395 Acquisition costs and other underwriting expenses - - 45,002 - 45,002 Corporate and other operating expenses 2,209 (6,441 ) 8,862 - 4,630 Interest expense 5,176 11,237 65 (11,642 ) 4,836 Loss before equity in net loss of subsidiaries and income taxes (7,258 ) (1,966 ) (7,555 ) - (16,779 ) Equity in net loss of subsidiaries (1,666 ) (12,523 ) (14,822 ) 29,011 - Loss before income taxes (8,924 ) (14,489 ) (22,377 ) 29,011 (16,779 ) Income tax benefit - (211 ) (7,644 ) - (7,855 ) Net loss $ (8,924 ) $ (14,278 ) $ (14,733 ) $ 29,011 $ (8,924 ) (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Operations for the Nine Months Ended September 30, 2018 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Revenues: Net premiums earned $ - $ - $ 342,447 $ - $ 342,447 Net investment income 483 8,404 58,258 (33,037 ) 34,108 Net realized investment gains (losses) (121 ) 8,167 (213 ) - 7,833 Other income - - 1,289 - 1,289 Total revenues 362 16,571 401,781 (33,037 ) 385,677 Losses and Expenses: Net losses and loss adjustment expenses - - 195,426 - 195,426 Acquisition costs and other underwriting expenses - - 141,196 - 141,196 Corporate and other operating expenses 9,959 12,734 960 - 23,653 Interest expense 12,715 34,773 274 (33,037 ) 14,725 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (22,312 ) (30,936 ) 63,925 - 10,677 Equity in net income (loss) of subsidiaries 38,933 6,770 (21,335 ) (24,368 ) - Income (loss) before income taxes 16,621 (24,166 ) 42,590 (24,368 ) 10,677 Income tax expense (benefit) - (2,831 ) (3,226 ) 113 (5,944 ) Net income (loss) $ 16,621 $ (21,335 ) $ 45,816 $ (24,481 ) $ 16,621 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Operations for the Nine Months Ended September 30, 2017 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Revenues: Net premiums earned $ - $ - $ 328,818 $ - $ 328,818 Net investment income 256 5,105 54,316 (32,059 ) 27,618 Net realized investment gains (losses) (226 ) (1,830 ) 1,206 - (850 ) Other income - 3,514 1,930 - 5,444 Total revenues 30 6,789 386,270 (32,059 ) 361,030 Losses and Expenses: Net losses and loss adjustment expenses - - 202,656 - 202,656 Acquisition costs and other underwriting expenses - - 135,010 - 135,010 Corporate and other operating expenses 3,709 (12,104 ) 19,440 - 11,045 Interest expense 12,769 31,087 268 (32,059 ) 12,065 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (16,448 ) (12,194 ) 28,896 - 254 Equity in net income (loss) of subsidiaries 29,895 (14,211 ) (22,781 ) 7,097 - Income (loss) before income taxes 13,447 (26,405 ) 6,115 7,097 254 Income tax benefit - (4,057 ) (9,136 ) - (13,193 ) Net income (loss) $ 13,447 $ (22,348 ) $ 15,251 $ 7,097 $ 13,447 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Comprehensive Income for the Quarter Ended September 30, 2018 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Net income (loss) $ 3,728 $ (8,434 ) $ 2,687 $ 5,747 $ 3,728 Other comprehensive income (loss), net of tax: Unrealized holding (losses) (63 ) (845 ) (716 ) - (1,624 ) Equity in other comprehensive income (loss) of unconsolidated subsidiaries (1,392 ) (603 ) (789 ) 2,784 - Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) - - 7 - 7 Reclassification adjustment for (gains) losses included in net income (loss) 101 659 (43 ) - 717 Unrealized foreign currency translation (losses) - - (454 ) - (454 ) Other comprehensive income (loss), net of tax (1,354 ) (789 ) (1,995 ) 2,784 (1,354 ) Comprehensive income (loss), net of tax $ 2,374 $ (9,223 ) $ 692 $ 8,531 $ 2,374 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Comprehensive Income for the Quarter Ended September 30, 2017 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Net income (loss) $ (8,924 ) $ (14,278 ) $ (14,733 ) $ 29,011 $ (8,924 ) Other comprehensive income (loss), net of tax: Unrealized holding gains 51 1,983 1,345 7 3,386 Equity in other comprehensive income (loss) of unconsolidated subsidiaries 4,071 397 2,846 (7,314 ) - Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) - - (1 ) - (1 ) Reclassification adjustment for (gains) losses included in net income (loss) (23 ) 561 (97 ) - 441 Unrealized foreign currency translation gains (losses) - (95 ) 368 - 273 Other comprehensive income (loss), net of tax 4,099 2,846 4,461 (7,307 ) 4,099 Comprehensive income (loss), net of tax $ (4,825 ) $ (11,432 ) $ (10,272 ) $ 21,704 $ (4,825 ) (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Comprehensive Income for the Nine Months Ended September 30, 2018 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Net income (loss) $ 16,621 $ (21,335 ) $ 45,816 $ (24,481 ) $ 16,621 Other comprehensive income (loss), net of tax: Unrealized holding (losses) (210 ) (2,930 ) (19,492 ) - (22,632 ) Equity in other comprehensive income (loss) of unconsolidated subsidiaries (22,695 ) (9,633 ) (11,515 ) 43,843 - Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) - - (1 ) - (1 ) Reclassification adjustment for (gains) losses included in net income 121 1,048 234 - 1,403 Unrealized foreign currency translation (losses) - - (1,554 ) - (1,554 ) Other comprehensive income (loss), net of tax (22,784 ) (11,515 ) (32,328 ) 43,843 (22,784 ) Comprehensive income (loss), net of tax $ (6,163 ) $ (32,850 ) $ 13,488 $ 19,362 $ (6,163 ) (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Comprehensive Income for the Nine Months Ended September 30, 2017 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Net income (loss) $ 13,447 $ (22,348 ) $ 15,251 $ 7,097 $ 13,447 Other comprehensive income (loss), net of tax: Unrealized holding gains (losses) (193 ) 5,806 5,084 22 10,719 Equity in other comprehensive income (loss) of unconsolidated subsidiaries 10,670 1,586 7,461 (19,717 ) - Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) - - (2 ) - (2 ) Reclassification adjustment for (gains) losses included in net income (loss) 226 (121 ) (893 ) - (788 ) Unrealized foreign currency translation gains - 190 584 - 774 Other comprehensive income (loss), net of tax 10,703 7,461 12,234 (19,695 ) 10,703 Comprehensive income (loss), net of tax $ 24,150 $ (14,887 ) $ 27,485 $ (12,598 ) $ 24,150 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Cash Flows at September 30, 2018 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Global Indemnity Limited Consolidated Cash flows from operating activities: Net cash provided by (used for) operating activities $ (19,280 ) $ (618 ) $ 65,769 $ 45,871 Cash flows from investing activities: Proceeds from sale of fixed maturities 28,118 44,760 156,484 229,362 Proceeds from sale of equity securities - 28,141 - 28,141 Proceeds from maturity of fixed maturities 5,431 7,600 30,272 43,303 Proceeds from limited partnerships - 1,058 7,294 8,352 Amounts received in connection with derivatives - 7,599 - 7,599 Purchases of fixed maturities (32,933 ) (39,314 ) (256,755 ) (329,002 ) Purchases of equity securities - (22,931 ) - (22,931 ) Purchases of other invested assets - (15,800 ) - (15,800 ) Acquisition of business - (3,515 ) - (3,515 ) Net cash used for investing activities 616 7,598 (62,705 ) (54,491 ) Cash flows from financing activities: Net borrowings (repayments) under margin borrowing facility - (12,825 ) - (12,825 ) Proceeds / (issuance) of notes to affiliates 230,000 (230,000 ) - - Debt restructuring (230,000 ) 230,000 - - Dividends paid to shareholders (10,510 ) - - (10,510 ) Dividends from subsidiaries 20,000 - (20,000 ) - Capital contribution to a subsidiary - - - - Purchase of A ordinary shares (1,813 ) - - (1,813 ) Net cash provided by (used for) financing activities 7,677 (12,825 ) (20,000 ) (25,148 ) Net change in cash and cash equivalents (10,987 ) (5,845 ) (16,936 ) (33,768 ) Cash and cash equivalents at beginning of period 11,089 7,749 55,576 74,414 Cash and cash equivalents at end of period $ 102 $ 1,904 $ 38,640 $ 40,646 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Cash Flows at September 30, 2017 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Global Indemnity Limited Consolidated Cash flows from operating activities: Net cash provided by (used for) operating activities $ (10,359 ) $ (19,634 ) $ 18,809 $ (11,184 ) Cash flows from investing activities: Proceeds from sale of fixed maturities 12,389 61,296 668,544 742,229 Proceeds from sale of equity securities - 24,483 - 24,483 Proceeds from maturity of fixed maturities 4,750 42,928 64,942 112,620 Proceeds from limited partnerships - 5,941 4,626 10,567 Amounts paid in connection with derivatives - (2,500 ) - (2,500 ) Purchases of fixed maturities (32,044 ) (248,518 ) (698,512 ) (979,074 ) Purchases of equity securities - (28,631 ) - (28,631 ) Purchases of other invested assets - (16,500 ) (1,500 ) (18,000 ) Net cash provided by (used for) investing activities (14,905 ) (161,501 ) 38,100 (138,306 ) Cash flows from financing activities: Net borrowings (repayments) under margin borrowing facility - 9,872 - 9,872 Proceeds from issuance of subordinated notes 130,000 - - 130,000 Debt issuance cost (4,246 ) - - (4,246 ) Proceeds / (issuance) of notes to affiliates - 120,000 (120,000 ) - Dividends from subsidiaries - 56,265 (56,265 ) - Capital contribution (96,000 ) - 96,000 - Purchase of A ordinary shares (1,159 ) - - (1,159 ) Net cash provided by (used for) financing activities 28,595 186,137 (80,265 ) 134,467 Net change in cash and cash equivalents 3,331 5,002 (23,356 ) (15,023 ) Cash and cash equivalents at beginning of period 91 5,536 69,483 75,110 Cash and cash equivalents at end of period $ 3,422 $ 10,538 $ 46,127 $ 60,087 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments |