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 March 31, 2019 and December 31, 2018, condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the quarters ended March 31, 2019 and 2018, and condensed consolidating statements of cash flows for the quarters ended March 31, 2019 and 2018. Global Indemnity Group, Inc. (“GIGI”) is a 100% owned subsidiary of the Company. See Note 11 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2018 Annual Report on Form 10-K for information on the Company’s debt obligations. Condensed Consolidating Balance Sheets at March 31, 2019 (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 $ 55,358 $ 263,820 $ 1,166,616 $ — $ 1,485,794 Cash and cash equivalents 366 656 36,852 — 37,874 Investments in subsidiaries 1,147,828 311,137 (527 ) (1,458,438 ) — Due from subsidiaries and affiliates (1,716 ) (4,097 ) 5,813 — — Notes receivable – affiliate — 80,049 847,808 (927,857 ) — Interest receivable – affiliate — 4,157 17,258 (21,415 ) — Premiums receivable, net — — 92,477 — 92,477 Reinsurance receivables, net — — 102,346 — 102,346 Funds held by ceding insurers — — 44,902 — 44,902 Federal income taxes receivable — 13,242 (2,173 ) — 11,069 Deferred federal income taxes — 40,034 909 — 40,943 Deferred acquisition costs — — 62,854 — 62,854 Intangible assets — — 21,888 — 21,888 Goodwill — — 6,521 — 6,521 Prepaid reinsurance premiums — — 19,041 — 19,041 Receivable for securities sold — 306 (306 ) — — Other assets 8,411 8,656 49,319 (7,187 ) 59,199 Total assets $ 1,210,247 $ 717,960 $ 2,471,598 $ (2,414,897 ) $ 1,984,908 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Unpaid losses and loss adjustment expenses $ — $ — $ 645,959 $ — $ 645,959 Unearned premiums — — 281,684 — 281,684 Ceded balances payable — — 14,573 — 14,573 Payable for securities purchased — — 5,252 — 5,252 Contingent commissions — — 7,170 — 7,170 Debt — 301,768 — (7,187 ) 294,581 Notes payable – affiliates 520,498 402,310 5,049 (927,857 ) — Accrued interest payable – affiliates 19,707 — 1,708 (21,415 ) — Other liabilities 2,387 14,409 51,238 — 68,034 Total liabilities 542,592 718,487 1,012,633 (956,459 ) 1,317,253 Shareholders’ equity Total shareholders’ equity 667,655 (527 ) 1,458,965 (1,458,438 ) 667,655 Total liabilities and shareholders’ equity $ 1,210,247 $ 717,960 $ 2,471,598 $ (2,414,897 ) $ 1,984,908 (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, 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 $ 55,377 $ 233,479 $ 1,121,799 $ — $ 1,410,655 Cash and cash equivalents 2,221 26,039 71,237 — 99,497 Investments in subsidiaries 1,105,032 296,357 (19,922 ) (1,381,467 ) — Due from subsidiaries and affiliates 584 (2,133 ) 1,549 — — Notes receivable – affiliate — 80,049 847,808 (927,857 ) — Interest receivable – affiliate — 3,869 17,425 (21,294 ) — Premiums receivable, net — — 87,679 — 87,679 Reinsurance receivables, net — — 114,418 — 114,418 Funds held by ceding insurers — — 49,206 — 49,206 Federal income taxes receivable — 4,631 6,235 — 10,866 Deferred federal income taxes — 44,481 4,108 — 48,589 Deferred acquisition costs — — 61,676 — 61,676 Intangible assets — — 22,020 — 22,020 Goodwill — — 6,521 — 6,521 Prepaid reinsurance premiums — — 20,594 — 20,594 Receivable for securities sold — — 15 — 15 Other assets 8,461 5,085 22,237 (7,253 ) 28,530 Total assets $ 1,171,675 $ 691,857 $ 2,434,605 $ (2,337,871 ) $ 1,960,266 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Unpaid losses and loss adjustment expenses $ — $ — $ 680,031 $ — $ 680,031 Unearned premiums — — 281,912 — 281,912 Ceded balances payable — — 14,994 — 14,994 Contingent commissions — — 10,636 — 10,636 Debt — 295,818 — (7,253 ) 288,565 Notes payable – affiliates 520,498 402,310 5,049 (927,857 ) — Accrued interest payable – affiliates 19,499 — 1,795 (21,294 ) — Other liabilities 2,619 13,651 38,799 — 55,069 Total liabilities 542,616 711,779 1,033,216 (956,404 ) 1,331,207 Shareholders’ equity Total shareholders’ equity 629,059 (19,922 ) 1,401,389 (1,381,467 ) 629,059 Total liabilities and shareholders’ equity $ 1,171,675 $ 691,857 $ 2,434,605 $ (2,337,871 ) $ 1,960,266 (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 March 31, 2019 (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 $ — $ — $ 122,089 $ — $ 122,089 Net investment income 642 (2,075 ) 8,939 (287 ) 7,219 Net realized investment gains (losses) (7 ) 12,076 (1,679 ) — 10,390 Other income — 28 460 — 488 Total revenues 635 10,029 129,809 (287 ) 140,186 Losses and Expenses: Net losses and loss adjustment expenses — — 58,321 — 58,321 Acquisition costs and other underwriting expenses — — 49,743 — 49,743 Corporate and other operating expenses 1,329 1,566 310 — 3,205 Interest expense 274 4,957 79 (287 ) 5,023 Income (loss) before equity in net income of subsidiaries and income taxes (968 ) 3,506 21,356 — 23,894 Equity in net income of subsidiaries 20,568 7,893 10,059 (38,520 ) — Income before income taxes 19,600 11,399 31,415 (38,520 ) 23,894 Income tax expense — 1,340 2,954 — 4,294 Net income $ 19,600 $ 10,059 $ 28,461 $ (38,520 ) $ 19,600 (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 March 31, 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 $ — $ — $ 108,002 $ — $ 108,002 Net investment income 132 3,201 19,624 (11,553 ) 11,404 Net realized investment losses — (220 ) (96 ) — (316 ) Other income (loss) — (2 ) 556 — 554 Total revenues 132 2,979 128,086 (11,553 ) 119,644 Losses and Expenses: Net losses and loss adjustment expenses — — 56,072 — 56,072 Acquisition costs and other underwriting expenses — — 45,003 — 45,003 Corporate and other operating expenses 4,258 4,718 284 — 9,260 Interest expense 5,319 11,020 75 (11,553 ) 4,861 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (9,445 ) (12,759 ) 26,652 — 4,448 Equity in net income (loss) of subsidiaries 15,146 7,657 (6,467 ) (16,336 ) — Income (loss) before income taxes 5,701 (5,102 ) 20,185 (16,336 ) 4,448 Income tax benefit (expense) — 1,365 (2,618 ) — (1,253 ) Net Income (loss) $ 5,701 $ (6,467 ) $ 22,803 $ (16,336 ) $ 5,701 (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 March 31, 2019 (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 $ 19,600 $ 10,059 $ 28,461 $ (38,520 ) $ 19,600 Other comprehensive income, net of tax: Unrealized holding gains 659 2,047 18,079 — 20,785 Equity in other comprehensive income of unconsolidated subsidiaries 22,234 10,325 12,774 (45,333 ) — Portion of other-than-temporary impairment losses recognized in other comprehensive income — — (1 ) — (1 ) Reclassification adjustment for losses included in net income 7 402 1,513 — 1,922 Unrealized foreign currency translation gains — — 194 — 194 Other comprehensive income, net of tax 22,900 12,774 32,559 (45,333 ) 22,900 Comprehensive income, net of tax $ 42,500 $ 22,833 $ 61,020 $ (83,853 ) $ 42,500 (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 March 31, 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) $ 5,701 $ (6,467 ) $ 22,803 $ (16,336 ) $ 5,701 Other comprehensive loss, net of tax: Unrealized holding losses (124 ) (1,611 ) (13,453 ) — (15,188 ) Equity in other comprehensive loss of unconsolidated subsidiaries (15,362 ) (6,513 ) (8,126 ) 30,001 — Portion of other-than-temporary impairment losses recognized in other comprehensive loss — — (1 ) — (1 ) Reclassification adjustment for (gains) losses included in net income (loss) — (2 ) 77 — 75 Unrealized foreign currency translation losses — — (372 ) — (372 ) Other comprehensive loss, net of tax (15,486 ) (8,126 ) (21,875 ) 30,001 (15,486 ) Comprehensive income (loss), net of tax $ (9,785 ) $ (14,593 ) $ 928 $ 13,665 $ (9,785 ) (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 March 31, 2019 (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 $ 2,225 $ (10,514 ) $ (14,901 ) $ (23,190 ) Cash flows from investing activities: Proceeds from sale of fixed maturities 9,567 12,200 39,491 61,258 Proceeds from sale of equity securities — 15,354 — 15,354 Proceeds from maturity of fixed maturities — — 19,352 19,352 Proceeds from other invested assets 1,445 — — 1,445 Amounts paid in connection with derivatives — (3,735 ) — (3,735 ) Purchases of fixed maturities (10,548 ) (23,149 ) (78,327 ) (112,024 ) Purchases of equity securities — (17,989 ) — (17,989 ) Purchases of other invested assets — (3,500 ) — (3,500 ) Net cash provided by (used for) investing activities 464 (20,819 ) (19,484 ) (39,839 ) Cash flows from financing activities: Net borrowings under margin borrowing facility — 5,950 — 5,950 Dividends paid to shareholders (3,595 ) — — (3,595 ) Purchase of A ordinary shares (949 ) — — (949 ) Net cash provided by (used for) financing activities (4,544 ) 5,950 — 1,406 Net change in cash and cash equivalents (1,855 ) (25,383 ) (34,385 ) (61,623 ) Cash and cash equivalents at beginning of period 2,221 26,039 71,237 99,497 Cash and cash equivalents at end of period $ 366 $ 656 $ 36,852 $ 37,874 (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 March 31, 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 $ (3,472 ) $ 27,752 $ 16,947 $ 41,227 Cash flows from investing activities: Proceeds from sale of fixed maturities 2,500 4,190 40,458 47,148 Proceeds from sale of equity securities — 9,283 — 9,283 Proceeds from maturity of fixed maturities 3,642 7,600 7,039 18,281 Proceeds from other invested assets — (612 ) 3,323 2,711 Amounts received in connection with derivatives — 5,490 — 5,490 Purchases of fixed maturities (23,615 ) (27,169 ) (42,819 ) (93,603 ) Purchases of equity securities — (7,340 ) — (7,340 ) Purchases of other invested assets — (7,050 ) — (7,050 ) Acquisition of business (3,515 ) — (3,515 ) Net cash provided by (used for) investing activities (17,473 ) (19,123 ) 8,001 (28,595 ) Cash flows from financing activities: Net repayments under margin borrowing facility — (8,212 ) — (8,212 ) Dividends paid to shareholders (3,499 ) — — (3,499 ) Dividends from subsidiaries 20,000 — (20,000 ) — Purchase of A ordinary shares (1,813 ) — — (1,813 ) Net cash provided by (used for) financing activities 14,688 (8,212 ) (20,000 ) (13,524 ) Net change in cash and cash equivalents (6,257 ) 417 4,948 (892 ) Cash and cash equivalents at beginning of period 11,089 7,749 55,576 74,414 Cash and cash equivalents at end of period $ 4,832 $ 8,166 $ 60,524 $ 73,522 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments |