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 June 30, 2019 and December 31, 2018, condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the quarters and six months ended June 30, 2019 and 2018, and condensed consolidating statements of cash flows for the six months ended June 30, 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 June 30, 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 $ 51,114 $ 262,387 $ 1,196,276 $ - $ 1,509,777 Cash and cash equivalents 132 353 55,730 - 56,215 Investments in subsidiaries 1,178,510 329,022 15,022 (1,522,554 ) — Due from subsidiaries and affiliates (256 ) (5,204 ) 5,460 - — Notes receivable – affiliate — 80,049 847,808 (927,857 ) — Interest receivable – affiliate — 4,445 17,258 (21,703 ) — Premiums receivable, net — — 120,649 — 120,649 Reinsurance receivables, net — — 66,398 — 66,398 Funds held by ceding insurers — — 41,588 — 41,588 Federal income taxes receivable — 13,621 (2,487 ) — 11,134 Deferred federal income taxes — 38,848 (1,423 ) — 37,425 Deferred acquisition costs — — 69,047 — 69,047 Intangible assets — — 21,755 — 21,755 Goodwill — — 6,521 — 6,521 Prepaid reinsurance premiums — — 19,244 — 19,244 Receivable for securities sold — — - — — Other assets 7,731 10,778 44,331 (7,121 ) 55,719 Total assets $ 1,237,231 $ 734,299 $ 2,523,177 $ (2,479,235 ) $ 2,015,472 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Unpaid losses and loss adjustment expenses $ - $ — $ 608,773 $ — $ 608,773 Unearned premiums - — 312,758 — 312,758 Ceded balances payable - — 17,459 — 17,459 Payable for securities purchased - 423 9,426 — 9,849 Contingent commissions - — 8,103 — 8,103 Debt - 299,227 — (7,121 ) 292,106 Notes payable – affiliates 520,498 402,310 5,049 (927,857 ) — Accrued interest payable – affiliates 19,918 — 1,785 (21,703 ) — Other liabilities 2,303 17,317 52,292 — 71,912 Total liabilities 542,719 719,277 1,015,645 (956,681 ) 1,320,960 Shareholders’ equity Total shareholders’ equity 694,512 15,022 1,507,532 (1,522,554 ) 694,512 Total liabilities and shareholders’ equity $ 1,237,231 $ 734,299 $ 2,523,177 $ (2,479,235 ) $ 2,015,472 (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 June 30, 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 $ — $ — $ 128,201 $ — $ 128,201 Net investment income 729 5,020 8,366 (289 ) 13,826 Net realized investment gains (losses) 406 (582 ) 3,766 — 3,590 Other income — 2 520 — 522 Total revenues 1,135 4,440 140,853 (289 ) 146,139 Losses and Expenses: Net losses and loss adjustment expenses — — 70,075 — 70,075 Acquisition costs and other underwriting expenses — — 50,534 — 50,534 Corporate and other operating expenses 1,657 2,681 301 — 4,639 Interest expense 277 4,961 93 (289 ) 5,042 Income (loss) before equity in net income of subsidiaries and income taxes (799 ) (3,202 ) 19,850 — 15,849 Equity in net income of subsidiaries 15,462 7,005 5,306 (27,773 ) — Income before income taxes 14,663 3,803 25,156 (27,773 ) 15,849 Income tax expense (benefit) — (1,503 ) 2,689 — 1,186 Net income $ 14,663 $ 5,306 $ 22,467 $ (27,773 ) $ 14,663 (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 June 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 $ — $ — $ 113,917 $ — $ 113,917 Net investment income 205 2,711 20,316 (12,278 ) 10,954 Net realized investment gains (losses) (20 ) 3,066 (216 ) - 2,830 Other income - 14 310 - 324 Total revenues 185 5,791 134,327 (12,278 ) 128,025 Losses and Expenses: Net losses and loss adjustment expenses - - 58,861 - 58,861 Acquisition costs and other underwriting expenses - - 47,513 - 47,513 Corporate and other operating expenses 4,719 5,927 272 - 10,918 Interest expense 5,379 11,718 121 (12,278 ) 4,940 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (9,913 ) (11,854 ) 27,560 - 5,793 Equity in net income (loss) of subsidiaries 17,105 3,108 (6,428 ) (13,785 ) — Income (loss) before income taxes 7,192 (8,746 ) 21,132 (13,785 ) 5,793 Income tax expense (benefit) - (2,312 ) 913 — (1,399 ) Net Income (loss) $ 7,192 $ (6,434 ) $ 20,219 $ (13,785 ) $ 7,192 (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 Six Months Ended June 30, 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 $ — $ — $ 250,290 $ — $ 250,290 Net investment income 1,371 2,945 17,305 (576 ) 21,045 Net realized investment gains 399 11,494 2,087 — 13,980 Other income — 30 980 — 1,010 Total revenues 1,770 14,469 270,662 (576 ) 286,325 Losses and Expenses: Net losses and loss adjustment expenses — — 128,396 — 128,396 Acquisition costs and other underwriting expenses — — 100,277 — 100,277 Corporate and other operating expenses 2,986 4,247 611 — 7,844 Interest expense 551 9,918 172 (576 ) 10,065 Income (loss) before equity in net income of subsidiaries and income taxes (1,767 ) 304 41,206 — 39,743 Equity in net income of subsidiaries 36,030 14,898 15,365 (66,293 ) — Income before income taxes 34,263 15,202 56,571 (66,293 ) 39,743 Income tax expense (benefit) — (163 ) 5,643 — 5,480 Net income $ 34,263 $ 15,365 $ 50,928 $ (66,293 ) $ 34,263 (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 Six Months Ended June 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 $ — $ — $ 221,919 $ — $ 221,919 Net investment income 337 5,912 39,940 (23,831 ) 22,358 Net realized investment gains (losses) (20 ) 2,846 (312 ) — 2,514 Other income — 12 866 — 878 Total revenues 317 8,770 262,413 (23,831 ) 247,669 Losses and Expenses: Net losses and loss adjustment expenses — — 114,933 — 114,933 Acquisition costs and other underwriting expenses — — 92,516 — 92,516 Corporate and other operating expenses 8,977 10,645 556 — 20,178 Interest expense 10,698 22,738 196 (23,831 ) 9,801 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (19,358 ) (24,613 ) 54,212 — 10,241 Equity in net income (loss) of subsidiaries 32,251 10,765 (12,901 ) (30,115 ) — Income (loss) before income taxes 12,893 (13,848 ) 41,311 (30,115 ) 10,241 Income tax benefit — (947 ) (1,818 ) 113 (2,652 ) Net income (loss) $ 12,893 $ (12,901 ) $ 43,129 $ (30,228 ) $ 12,893 (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 June 30, 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 $ 14,663 $ 5,306 $ 22,467 $ (27,773 ) $ 14,663 Other comprehensive income, net of tax: Unrealized holding gains (losses) 221 (480 ) 18,936 - 18,677 Equity in other comprehensive income of unconsolidated subsidiaries 15,220 9,165 8,526 (32,911 ) — Portion of other-than-temporary impairment losses recognized in other comprehensive income — — (1 ) — (1 ) Reclassification adjustment for gains included in net income (568 ) (159 ) (3,013 ) - (3,740 ) Unrealized foreign currency translation gains — — (63 ) — (63 ) Other comprehensive income, net of tax 14,873 8,526 24,385 (32,911 ) 14,873 Comprehensive income, net of tax $ 29,536 $ 13,832 $ 46,852 $ (60,684 ) $ 29,536 (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 June 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) $ 7,192 $ (6,434 ) $ 20,219 $ (13,785 ) $ 7,192 Other comprehensive loss, net of tax: Unrealized holding losses (23 ) (475 ) (5,322 ) — (5,820 ) Equity in other comprehensive loss of unconsolidated subsidiaries (5,941 ) (2,517 ) (2,600 ) 11,058 — Portion of other-than-temporary impairment losses recognized in other comprehensive loss — — (7 ) — (7 ) Reclassification adjustment for (gains) losses included in net income (loss) 20 392 199 — 611 Unrealized foreign currency translation losses — — (728 ) — (728 ) Other comprehensive loss, net of tax (5,944 ) (2,600 ) (8,458 ) 11,058 (5,944 ) Comprehensive income (loss), net of tax $ 1,248 $ (9,034 ) $ 11,761 $ (2,727 ) $ 1,248 (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 Six Months Ended June 30, 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 $ 34,263 $ 15,365 $ 50,928 $ (66,293 ) $ 34,263 Other comprehensive income, net of tax: — — — — Unrealized holding gains 880 1,567 37,015 — 39,462 Equity in other comprehensive income (loss) of unconsolidated subsidiaries 37,454 19,490 21,300 (78,244 ) — Portion of other-than-temporary impairment losses recognized in other comprehensive income — — (2 ) — (2 ) Reclassification adjustment for (gains) losses included in net income (561 ) 243 (1,500 ) — (1,818 ) Unrealized foreign currency translation gains — — 131 — 131 Other comprehensive income, net of tax 37,773 21,300 56,944 (78,244 ) 37,773 Comprehensive income, net of tax $ 72,036 $ 36,665 $ 107,872 $ (144,537 ) $ 72,036 (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 Six Months Ended June 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) $ 12,893 $ (12,901 ) $ 43,129 $ (30,228 ) $ 12,893 Other comprehensive loss, net of tax: Unrealized holding losses (147 ) (2,085 ) (18,776 ) — (21,008 ) Equity in other comprehensive loss of unconsolidated subsidiaries (21,303 ) (9,030 ) (10,726 ) 41,059 — Portion of other-than-temporary impairment losses recognized in other comprehensive losses — — (8 ) — (8 ) Reclassification adjustment for losses included in net income (loss) 20 389 277 — 686 Unrealized foreign currency translation gains — — (1,100 ) — (1,100 ) Other comprehensive loss, net of tax (21,430 ) (10,726 ) (30,333 ) 41,059 (21,430 ) Comprehensive income (loss), net of tax $ (8,537 ) $ (23,627 ) $ 12,796 $ 10,831 $ (8,537 ) (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 June 30, 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 $ 1,521 $ (14,207 ) $ 9,551 $ (3,135 ) Cash flows from investing activities: Proceeds from sale of fixed maturities 48,393 101,584 419,552 569,529 Proceeds from sale of equity securities 3,600 163,428 — 167,028 Proceeds from maturity of fixed maturities — — 95,994 95,994 Proceeds from other invested assets 2,349 — — 2,349 Amounts paid in connection with derivatives — (8,022 ) — (8,022 ) Purchases of fixed maturities (10,548 ) (22,726 ) (540,604 ) (573,878 ) Purchases of equity securities (39,332 ) (245,652 ) — (284,984 ) Purchases of other invested assets — (3,500 ) — (3,500 ) Net cash provided by (used for) investing activities 4,462 (14,888 ) (25,058 ) (35,484 ) Cash flows from financing activities: Net borrowings under margin borrowing facility — 3,409 — 3,409 Dividends paid to shareholders (7,125 ) — — (7,125 ) Purchase of A ordinary shares (947 ) — — (947 ) Net cash provided by (used for) financing activities (8,072 ) 3,409 — (4,663 ) Net change in cash and cash equivalents (2,089 ) (25,686 ) (15,507 ) (43,282 ) Cash and cash equivalents at beginning of period 2,221 26,039 71,237 99,497 Cash and cash equivalents at end of period $ 132 $ 353 $ 55,730 $ 56,215 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations Condensed Consolidating Statements of Cash Flows at June 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 $ (16,120 ) $ 9,869 $ 65,211 $ 58,960 Cash flows from investing activities: Proceeds from sale of fixed maturities 15,284 24,077 75,095 114,456 Proceeds from sale of equity securities — 17,461 — 17,461 Proceeds from maturity of fixed maturities 5,431 7,600 20,010 33,041 Proceeds from other invested assets — (1,322 ) 6,193 4,871 Amounts received in connection with derivatives — 6,602 — 6,602 Purchases of fixed maturities (25,485 ) (31,659 ) (157,793 ) (214,937 ) Purchases of equity securities — (17,330 ) — (17,330 ) Purchases of other invested assets — (10,550 ) — (10,550 ) Acquisition of business — (3,515 ) — (3,515 ) Net cash provided by (used for) investing activities (4,770 ) (8,636 ) (56,495 ) (69,901 ) Cash flows from financing activities: Net repayments under margin borrowing facility — (7,521 ) — (7,521 ) Proceeds / (issuance) of notes to affiliates 230,000 (230,000 ) — — Debt restructuring (230,000 ) 230,000 — — Dividends paid to shareholders (7,001 ) — — (7,001 ) Dividends from subsidiaries 20,000 — (20,000 ) — Purchase of A ordinary shares (1,813 ) — — (1,813 ) Net cash provided by (used for) financing activities 11,186 (7,521 ) (20,000 ) (16,335 ) Net change in cash and cash equivalents (9,704 ) (6,288 ) (11,284 ) (27,276 ) Cash and cash equivalents at beginning of period 11,089 7,749 55,576 74,414 Cash and cash equivalents at end of period $ 1,385 $ 1,461 $ 44,292 $ 47,138 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations |