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 June 30, 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, NJ 07960

(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 43,788,499 shares of Common Stock ($0.01 par value) outstanding as of 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 June 30, 2021 and December 31, 2020	2
	Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2021 and 2020	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Six Months Ended June 30, 2021 and 2020	4
	Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Three and Six Months Ended June 30, 2021 and 2020	5
	Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2021 and 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	50
Item 4.	Controls and Procedures	50

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52
	Signatures	53

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ProSight Global, Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)



	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; no 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)

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ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)




	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)

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ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)


	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)

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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, 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)

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ProSight Global, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)


	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)

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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 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 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.

Effective August 4, 2021, the Company completed its previously announced merger with Pedal Merger Sub, Inc. (“Merger Sub”), pursuant to the agreement and plan of merger (the “Merger Agreement”) by and among Pedal Parent Inc. (“Parent”), 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 Agreement, each ProSight common share held by our stockholders converted into the right to receive $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 Credit Agreement, dated as of June 12, 2020, (the “Credit Agreement”) were repaid and all commitments under the Credit Agreement were terminated. Simultaneously with the consummation of the merger and the termination of the Credit Agreement, the Company entered into a credit agreement with third-party lenders and an administrative agent dated August 4, 2021, with terms that were materially similar to the 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 August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 as of January 1, 2021 and elected to apply the adopted guidance prospectively to all implementation costs incurred after the adoption date. The Company’s adoption of this guidance did not have a material impact on 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 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 six months ended June 30, 2021 and 2020:


	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 six months ended June 30, 2021, the Company withheld 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 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 $0.3 million and $0.5 million for the three and six months ended June 30, 2020.

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:


	June 30,		December 31,
($ in thousands)	2021		2020
Assets
Cash and investments	$	11,032	$	10,939
Other assets		11,677		10,415
Total assets	$	22,709	$	21,354

Liabilities
Reserve for unpaid losses and loss adjustment expenses	$	38,668	$	32,414
Other liabilities		5,447		5,315
Total liabilities	$	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.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

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 June 30, 2021, are as follows:


	Cost/				Gross		Gross
	Amortized		Credit Loss		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Allowance		Gains		Losses		Value
Fixed maturity securities:
U.S. Treasury securities	$	45,555	$	—	$	1,269	$	(28)	$	46,796
Government agency securities		19,935		—		148		(171)		19,912
Corporate debt securities		1,026,771		(508)		38,803		(12,676)		1,052,390
Municipal debt obligations		144,356		—		3,100		(435)		147,021
ABS		64,590		—		505		(200)		64,895
CLO		90,942		—		60		(427)		90,575
CMBS		53,219		—		1,570		(217)		54,572
RMBS - non-agency		89,432		(503)		5,262		(474)		93,717
RMBS - agency		116,997		—		808		(1,113)		116,692
Total fixed maturity securities	$	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, 2020, are as follows:


	Cost/				Gross		Gross
	Amortized		Credit Loss		Unrealized		Unrealized		Fair
($ in thousands)	Cost		Allowance		Gains		Losses		Value
Fixed maturity securities:
U.S. Treasury securities	$	50,248	$	—	$	1,909	$	—	$	52,157
Government agency securities		30,446		—		561		—		31,007
Corporate debt securities		1,317,667		(598)		86,447		(6,485)		1,397,031
Municipal debt obligations		198,773		—		8,437		(116)		207,094
ABS		54,989		—		696		(427)		55,258
CLO		140,615		—		154		(1,643)		139,126
CMBS		111,313		—		7,008		(361)		117,960
RMBS - non-agency		109,110		(859)		8,619		(734)		116,136
RMBS - agency		146,582		—		3,721		(15)		150,288
Total fixed maturity securities	$	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 June 30, 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
											Total
	Fair		Unrealized		Fair		Unrealized		Total		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Fair Value		Losses
U.S. Treasury securities	$	23,079	$	(28)	$	—		—	$	23,079	$	(28)
Government agency securities		11,949		(171)		—		—		11,949		(171)
Corporate debt securities		193,335		(3,096)		88,194		(9,580)		281,529		(12,676)
Municipal debt obligations		48,243		(431)		2,162		(4)		50,405		(435)
ABS		25,627		(136)		6,421		(64)		32,048		(200)
CLO		7,596		(17)		41,476		(410)		49,072		(427)
CMBS		12,138		(202)		4,695		(15)		16,833		(217)
RMBS - non-agency		15,300		(210)		5,821		(264)		21,121		(474)
RMBS - agency		82,760		(1,113)		—		—		82,760		(1,113)
Total fixed maturity securities	$	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, 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
											Total
	Fair		Unrealized		Fair		Unrealized		Total		Unrealized
($ in thousands)	Value		Losses		Value		Losses		Fair Value		Losses
Corporate debt securities	$	36,450	$	(740)	$	101,628	$	(5,745)	$	138,078	$	(6,485)
Municipal debt obligations		12,211		(73)		3,344		(43)		15,555		(116)
ABS		9,121		(364)		9,461		(63)		18,582		(427)
CLO		29,909		(215)		82,758		(1,428)		112,667		(1,643)
CMBS		17,559		(348)		800		(13)		18,359		(361)
RMBS - non-agency		11,759		(249)		6,723		(485)		18,482		(734)
RMBS - agency		2,467		(15)		—		—		2,467		(15)
Total fixed maturity securities	$	119,476	$	(2,004)	$	204,714	$	(7,777)	$	324,190	$	(9,781)

(c) The Company was holding 360 and 212 fixed maturity securities that were in an unrealized loss position as of June 30, 2021 and December 31, 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 $0.0 million and $0.4 million for the three and six months ended June 30, 2021, respectively. The credit loss allowance expense for fixed maturity securities was $1.6 million and $2.0 million for the three and six months ended June 30, 2020, respectively.

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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		June 30,
($ in thousands)	2020		New Securities		Sales		Intent to Sell		with Previous Allowance		2021
Fixed maturity securities:
Corporate debt securities	$	598	$	—	$	(111)	$	—	$	21	$	508
RMBS - non-agency		859		—		(59)		—		(297)		503
Total fixed maturity securities allowance	$	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 June 30, 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.


	June 30, 2021
	Amortized		Fair
($ in thousands)	Cost		Value
Due in one year or less	$	112,908	$	114,423
Due after one through five years		506,126		517,934
Due after five through ten years		389,723		400,097
Due after ten years		207,925		213,753
		1,216,682		1,246,207
Structured securities:
Government agency securities		19,935		19,912
ABS		64,590		64,895
CLO		90,942		90,575
CMBS		53,219		54,572
RMBS - non-agency		89,432		93,717
RMBS - agency		116,997		116,692
Total fixed maturity securities	$	1,651,797	$	1,686,570

The Company did not have any non-income producing fixed maturity investments as of June 30, 2021 and December 31, 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 June 30, 2021 and December 31, 2020, the fair value of limited partnerships and limited liability companies were $97.1 million and $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 $49.2 million at June 30, 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 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 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 no allowance for credit losses on loans at June 30, 2021 and December 31, 2020, respectively.

(g) Proceeds from sales and redemptions in AFS securities totaled $726.2 million and $154.0 million for the three months ended June 30, 2021 and 2020, respectively. Proceeds from sales and redemptions in AFS securities totaled $1,207.6 million and $306.8 million for the six months ended June 30, 2021 and 2020, respectively. Gross realized gains from sales and redemptions in AFS securities totaled $17.1 million and $3.7 million for the three months ended June 30, 2021 and 2020, respectively. Gross realized gains from sales and redemptions in AFS securities totaled $49.9 million and $4.7 million for the six months ended June 30, 2021 and 2020, respectively. Gross realized losses from sales and redemptions of AFS investments totaled $1.4 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively. Gross realized losses from sales and redemptions of AFS investments totaled $1.5 million and $0.6 million for the six months ended June 30, 2021 and 2020, respectively.

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ProSight Global, Inc. and 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 six months ended June 30, 2021 and 2020, is as follows:


	Three Months Ended June 30				Six Months Ended June 30
($ in thousands)	2021		2020		2021		2020
Fixed maturity securities	$	11,826	$	15,849	$	25,585	$	32,131
Net limited partnerships and limited liability companies gains		2,917		8,131		8,100		1,254
Other		1,084		461		(414)		546
Gross investment income		15,827		24,441		33,271		33,931
Less: investment income attributable to funds withheld liabilities		98		118		202		254
Less: expenses		1,148		532		1,809		1,071
Net investment income	$	14,581	$	23,791	$	31,260	$	32,606

(i) Included in investments at June 30, 2021 and December 31, 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 $230.5 million and $233.4 million, respectively. Fair value and carrying value of assets in the amount of $254.5 million and $243.5 million, respectively, were on deposit in collateral agreements at June 30, 2021. Fair value and carrying value of assets in the amount of $256.4 million and $241.0 million, respectively, were on deposit in collateral agreements at December 31, 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. 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 six months ended June 30, 2021 was a gain of $0.1 million and $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 six months ended June 30, 2021 was 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.

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 June 30, 2021 and December 31, 2020, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):


	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

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

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 June 30, 2021 and December 31, 2020:


	June 30, 2021
	Carrying		Fair Value
($ in thousands)	Value		Total		Level 1		Level 2		Level 3
Assets
Commercial levered loans	$	5,299	$	5,269	$	—	$	—	$	5,269

Liabilities
Notes payable	$	207,000	$	207,661	$	—	$	207,661	$	—
Unamortized debt issuance costs		(2,971)
Notes payable, net of debt issuance costs	$	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 June 30, 2021, approximated a price equal to $207.7 million or 100.3% of the par value. The fair value of the secured loan payable at June 30, 2021, approximated a price equal to $21.0 million or 101.3% of the par value.

The fair value of the notes payable at December 31, 2020, approximated a price equal to $207.5 million or 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.

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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 six months ended June 30, 2021 and 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 six months ended June 30, 2021 and 2020:


($ in thousands)	Gross		Tax		Net
March 31, 2021	$	39,909	$	7,625	$	32,284
Unrealized holding gains on fixed maturity securities		15,275		3,206		12,069
Amounts reclassified into net income		16,542		3,310		13,232
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

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)


($ in thousands)	Gross		Tax		Net
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		49,642		10,174		39,468
Amounts reclassified as credit losses		446		94		352
Other comprehensive loss		(73,136)		(15,117)		(58,019)
June 30, 2021	$	38,619	$	7,516	$	31,103


($ in thousands)	Gross		Tax		Net
December 31, 2019	$	46,123	$	8,670	$	37,453
Unrealized holding gains on fixed maturity securities		22,241		4,749		17,492
Amounts reclassified into net income		4,620		862		3,758
Amounts reclassified as credit losses		(1,986)		(417)		(1,569)
Other comprehensive income		19,607		4,304		15,303
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 six months ended June 30, 2021 and 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

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.

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 no 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 no 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 $0.3 million and $0.6 million for the three and six months ended June 30, 2021, respectively.

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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 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

Allowances for Credit Losses

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 June 30, 2021 was $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 credit loss allowance for reinsurance receivables on paid and unpaid losses as of June 30, 2021 and December 31, 2020 were $0.7 million and $0.7 million, respectively.

Distribution Partners

The three distribution partners contributing the largest amounts of direct written premium totaled $96.7 million and $80.8 million for the three months ended June 30, 2021 and 2020, respectively. The three distribution partners contributing the largest amounts of direct written premium totaled $153.5 million and $146.9 million for the six months ended June 30, 2021 and 2020, respectively.

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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:


	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 six months ended 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 $0.5 million driven by $12.1 million unfavorable development in General Liability and $4.3 million unfavorable development in Commercial Multiple Peril offset by $8.3 million favorable development in Workers’ Compensation, $5.2 million favorable development in Commercial Auto and $2.4 million favorable development in All Other lines. In addition, the Company incurred $11.7 million of losses and loss adjustment expenses related to premium adjustments earned during the six months ended June 30, 2020 attributable to 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 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 2017. The favorable development in Commercial Auto was

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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 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 20.6% and 21.6% for the three months ended June 30, 2021 and 2020, respectively. The decrease in the effective tax rate for the three months ended June 30, 2021 compared to the same period in 2020 was primarily due to the tax effect of share-based compensation. The Company’s effective tax rates were 21.4% and 21.9% for the six months ended June 30, 2021 and 2020, respectively. The decrease in the effective tax rate for the six months ended June 30, 2021 compared to the same period in 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 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) participation in industry pools, and (iv) emerging new business.


	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	%

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 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	%

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		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)

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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

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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 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.

The 2019 Plan is administered by the compensation committee of the Company’s board of 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 six months ended June 30, 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 June 30, 2021, The Company had approximately $7.8 million of total unrecognized stock-based compensation expense expected to be recognized over a weighted-average period of 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 no borrowings under the Prior Credit Agreement on the date of termination.

Credit Agreement

On June 12, 2020 (the “Effective Date”), the Company entered into 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.

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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.

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

There were no borrowings under the Credit Agreement as of June 30, 2020. There were borrowings of $165.0 million under the Credit Agreement as of June 30, 2021.

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.

Debt issuance costs of $0.5 million related to the Agreement were incurred and are being amortized over the life of the agreement.

There were no borrowings under the Agreement as of June 30, 2020. There were borrowings of $42.0 million under the 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 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 and the U.K. The weighted average lease term was 2.3 years and the weighted average discount rate was 2.1%.

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ProSight Global, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements (Unaudited)

The Company recorded rent expense $0.7 million and $0.8 million for the three months ended June 30, 2021 and 2020, respectively. The Company recorded rent expense $1.4 million and $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 June 30, 2021:


($ 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.

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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 23, 2021 (the “2020 Annual 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;

●

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;

●

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.

We discuss many of these risks in greater detail under the section titled Item 1A. “Risk Factors” in the 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:

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Expansion or retraction of business within existing niches;

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Entrance into new customer segments or niches;

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Exit from customer segments or niches;

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Average size and premium rate of newly issued and renewed policies; and

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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 (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:

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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;

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Mix of business written by us;

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Changes in the legal or regulatory environment related to the business we write;

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Trends in legal defense costs;

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Wage inflation; and

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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 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.

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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.

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 income, adjusted operating income, 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 in accordance with GAAP to underwriting income and adjusted operating income. See “Factors Affecting Our Results of 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 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. 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. There were no ceded loss reserves under the WAQS as of June 30, 2021 and for the years ended June 30, 2021 and June 30, 2020 there was no impact of WAQS on underwriting results or ratios.

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Results of Operations

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

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


	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 is adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period from net earned premium.

Net Income from Continuing Operations

Net income was $18.1 million for the three months ended June 30, 2021 compared to $17.3 million for the three months ended June 30, 2020, an increase of $0.8 million, or 4.5%. The increase in net income primarily resulted from an increase in realized gains 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.

Premiums

GWP were $238.5 million for the three months ended June 30, 2021 compared to 186.4 million for the three months ended June 30, 2020, an increase of $52.1 million, or 28.0%.

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


($ 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 June 30, 2021 grew by 28.8% primarily due to the rebound from the COVID-19 pandemic in the Transportation and Media & Entertainment customer segments, as well as strong growth in the Construction customer segment, partially offset by contraction in the Real Estate customer segment due to the strategic exit of certain niches.

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

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Transportation GWP increased by 269.9% to $20.9 million for the three months ended June 30, 2021, compared to ($12.3) million for the three months ended June 30, 2020. The premium growth was driven by the rebound from the economic downturn related to the COVID-19 pandemic across all niches.

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Construction GWP increased 40.8% to 39.0 million for the three months ended June 30, 2021, compared to $27.7 million for the three months ended June 30, 2020. The premium growth was driven by strong organic growth across all niches within the segment.

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

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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 strategic exit of certain niches within the segment.

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

Net earned premiums decreased by $2.7 million, or 1.5%, to $178.9 million for the three months ended June 30, 2021 from 181.6 million for the three months ended June 30, 2020. The decrease in net earned premiums was directly related to the contraction in net written premiums over the past twelve months.

Loss and LAE Ratio

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

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

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 June 30, 2021 and 2020:


	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	%

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

(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 38.1% for the three months ended June 30, 2021 compared to 37.7% for the three months ended June 30, 2020. The increase in the expense ratio is driven primarily by an increase in the policy acquisition expense ratio of 1.3% 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 three months ended June 30, 2021 and 2020:


	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	%

Underwriting (Loss) Income

Underwriting loss was $3.7 million for the three months ended June 30, 2021 compared to an underwriting income of $0.7 million for the three months ended June 30, 2020, a decrease of $4.4 million. The decrease in underwriting income is primarily due to adverse prior period development and the increased policy acquisition expense ratio.

Combined Ratio

Our combined ratio was 102.0% for the three months ended June 30, 2021 compared to 99.6% for the three months ended June 30, 2020.

Investing Results

Our net investment income decreased by 38.7% to $14.6 million for the three months ended June 30, 2021 from $23.8 million for the three months ended June 30, 2020. The decrease in net investment income is primarily due to the reduction of income generated by our limited partnerships. Net investment yield was 2.4% for the three months ended June 30, 2021 and 4.3% for the three months ended June 30, 2020. Realized investment gains, net increased by $12.2

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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 June 30, 2021 and 2020:


	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 $0.4 million to $4.0 million for the three months ended June 30, 2021 compared to $4.4 million for the three months ended June 30, 2020. The decrease is primarily driven by the refinancing of our long term debt at a lower effective interest rate.

Income Tax Expense

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

Our income tax expense was $4.7 million and $4.8 million for the three months ended June 30, 2021 and 2020, respectively. The decrease is due to the lower effective tax rate as a result of share-based compensation.

Adjusted Operating Income

Adjusted operating income was $6.6 million for the three months ended June 30, 2021, a decrease of $10.3 million, or 61.0% from the adjusted operating income of $16.9 million for the three months ended June 30, 2020, primarily due to the decrease in net investment income and underwriting income.

Adjusted Operating Return on Equity

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

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Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

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


	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 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 is adjusted to exclude the impact of reinsurance reinstatement premiums related to catastrophe losses incurred during the period from net earned premium.

Net Income from Continuing Operations

Net income was $55.6 million for the six months ended June 30, 2021 compared to $24.1 million for the six months ended June 30, 2020, an increase of $31.5 million, or 130.8%. The increase in net income primarily resulted from an increase in realized gains 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.

Premiums

GWP were $407.9 million for the six months ended June 30, 2021 compared to $400.2 million for the six months ended June 30, 2020, an increase of $7.7 million, or 1.9%.

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


($ 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 six months ended June 30, 2021 grew by 2.2% primarily due to the rebound from the COVID-19 pandemic in the Transportation customer segment, as well as strong organic growth in the Construction and Professional services customer segment, partially offset by contraction in the Real Estate customer segment due to the strategic exit of certain niches.

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

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Transportation GWP increased by 281.3% to $34.7 million for the six months ended June 30, 2021, compared to $9.1 million for the six months ended June 30, 2020. The premium growth was driven by the rebound from the economic downturn related to the COVID-19 pandemic across all niches.

●

Construction GWP increased by 25.5% to $65.5 million for the six months ended June 30, 2021, compared to $52.2 million for the six months ended June 30, 2020. The premium growth was driven by strong organic growth across all niches within the segment.

●

Professional Services GWP increased by 10.7% to $68.3 million for the six months ended June 30, 2021, compared to $61.6 million for the six months ended June 30, 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 contraction is primarily driven by the strategic exit of certain niches within the segment.

Net written premiums increased by $16.8 million, or 4.9%, to $363.6 million for the six months ended June 30, 2021 from $346.8 million for the six months ended June 30, 2020. The increase in net written premiums was primarily related to the growth in GWP due to the rebound from the COVID-19 pandemic as well as a change in reinsurance structure.

Net earned premiums decreased by $35.4 million, or 9.1%, to $351.9 million for the six months ended June 30, 2021 from $387.3 million for the six months ended June 30, 2020. The decrease in net earned premiums was directly related to the contraction in net written premiums over the past twelve months.

Loss and LAE Ratio

Our loss and LAE ratio was 62.5% for the six months ended June 30, 2021 compared to 62.0% for the six months ended June 30, 2020. For the six months ended 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

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

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 six months ended June 30, 2021 and 2020:


	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	%

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

(2)

Expense Ratio

Our expense ratio was 37.9% for the six months ended June 30, 2021 compared to 36.7% for the six months ended June 30, 2020. The increase in the expense ratio is driven primarily by an increase in the 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 six months ended June 30, 2021 and 2020:


	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

Underwriting (Loss) Income

Underwriting loss was $1.6 million for the six months ended June 30, 2021 compared to an underwriting income of $5.2 million for the six months ended June 30, 2020, a decrease of $6.8 million. The decrease in underwriting income is primarily due to adverse prior period development and the increased policy acquisition expense ratio.

Combined Ratio

Our combined ratio was 100.4% for the six months ended June 30, 2021 compared to 98.7% for the six months ended June 30, 2020.

Investing Results

Our net investment income decreased by 4.1% to $31.3 million for the six months ended June 30, 2021 from $32.6 million for the six months ended June 30, 2020. Net investment yield was 2.6% for the six months ended June 30, 2021 and 3.0% for the six months ended June 30, 2020. Realized investment gains, net increased by $44.3 million 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 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 six months ended June 30, 2021 and 2020:


	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 $1.2 million to $7.9 million for the six months ended June 30, 2021 compared to $9.1 million for the six months ended June 30, 2020. The decrease is primarily driven by the refinancing of our long term debt at a lower effective interest rate.

Income Tax Expense

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

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

Adjusted Operating Income

Adjusted operating income was $19.3 million for the six months ended June 30, 2021, a decrease of $5.6 million, or 22.6% from the adjusted operating income of $24.9 million for the six months ended June 30, 2020, primarily due to the decrease in underwriting income.

Adjusted Operating Return on Equity

Our adjusted operating return on equity was 8.1% for the six months ended June 30, 2021, an increase of 1.9% percentage points from 6.2% for the six months ended June 30, 2020 primarily due to the decrease in adjusted operating income combined with 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: (i) loans from banks; (ii) draws on a revolving loan agreement; (iii) issuance of equity and debt securities; (iv) corporate service fees from our operating subsidiaries; (v)

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payments from our subsidiaries pursuant to our consolidated tax allocation agreement and other 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.

In June 2020, 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”). In November 2020, the Company used the Term Loan Facility proceeds to repay $165.0 million in complete satisfaction of the outstanding debt under the Notes. (see “— Credit Agreement”).

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.

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 six months ended June 30, 2021 and 2020 were:


	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 increase in cash used in investing activities for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, was largely driven by the sale of fixed maturity securities to generate cash required to fund the 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, 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 June 30, 2021, there was $42.0 million outstanding principal under this facility that bore interest at 3.75%. In connection with the completion of the 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, we sold certain assets, in exchange for approximately $24.9 million of proceeds 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 assets from Citizens 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 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.

The following is a summary of our significant in-force excess of loss reinsurance programs as of June 30, 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 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		$42.5 million excess of $2.5 million
Custom Bonds		$35.0 million excess of $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 June 30, 2021 and December 31, 2020 was $0.7 million and $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” (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 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 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 June 30, 2021, total stockholders’ equity was $621.0 million and tangible stockholders’ equity was $603.8 million, compared to total stockholders’ equity of $624.0 million and tangible stockholders’ equity of $606.7 million at December 31, 2020. The decrease in both total and tangible stockholders’ equity was primarily due a reduction in net unrealized gains on available-for-sale fixed maturity securities, net of tax of $58.0 million, 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 June 30, 2021 and December 31, 2020 reconciles to tangible stockholders’ equity as follows:


	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 June 30, 2021, the majority of the portfolio, or $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 $408.2 million of alternative investments carried at fair value. Our securities, including cash equivalents, had a weighted average duration of 3.4 years and an average rating of “A+” at June 30, 2021.

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


	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	%

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


	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 June 30, 2021 and December 31, 2020, either rated below BBB or not rated by Standard & Poor’s and their National Association of Insurance Commissioners (“NAIC”) designation:


		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, 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 June 30, 2021 and December 31, 2020.


		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 $485.0 million at June 30, 2021. This includes $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 1.0%, or $4.8 million, when compared to December 31, 2020 primarily due to decreases in interest rates that led to market appreciation for fixed maturity securities during the quarter.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements as of June 30, 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. 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 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 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 six months ended June 30, 2021 and 2020 reconciles to underwriting (loss) income as follows:


	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 six months ended June 30, 2021 and 2020 reconciles to adjusted operating income as follows:


	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. For a detailed discussion of our accounting policies, see Note 2. Summary of Significant Accounting Policies in Item 8. Financial Statement and Supplementary Data in the 2020 Annual 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 2020 Annual Report.

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.

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 June 30, 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 2020 Annual Report.

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 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 August 4, 2021).
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*	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*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
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: August 9, 2021	By:	/s/ Lawrence Hannon
		Lawrence Hannon
		President

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