SEC Filing | James River Group Holdings

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jrvr-20210930

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 September 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: 001-36777


JAMES RIVER GROUP HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)


Bermuda						98-0585280
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Wellesley House, 2nd Floor, 90 Pitts Bay Road, Pembroke HM08, Bermuda

(Address of principal executive offices)

(Zip Code)

(441) 278-4580

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Names of each exchange on which registered

Common Shares, par value $0.0002 per share

JRVR

NASDAQ

Global Select Market

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 x 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 and post such files). Yes x 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 x

Number of shares of the registrant's common shares outstanding at November 1, 2021: 37,291,149

James River Group Holdings, Ltd.

Form 10-Q

Index


		Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets —September 30, 2021 and December 31, 2020	5

	Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income—Three and Nine Months Ended September 30, 2021 and 2020	7

	Condensed Consolidated Statements of Changes in Shareholders’ Equity—Three and Nine Months Ended September 30, 2021 and 2020	8

	Condensed Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2021 and 2020	10

	Notes to Condensed Consolidated Financial Statements	11

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32

	Critical Accounting Policies and Estimates	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56

Item 4.	Controls and Procedures	56

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosure	62
Item 5.	Other Information	62
Item 6.	Exhibits	63

Signatures		64

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the fact that they do not relate strictly to historical or current facts. You may identify forward-looking statements in this Quarterly Report by the use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans”, “seeks” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” These forward-looking statements include, among others, all statements relating to our future financial performance, our business prospects and strategy, anticipated financial position and financial strength ratings, liquidity and capital needs and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Our actual results may differ materially from those expressed in, or implied by, the forward-looking statements included in this Quarterly Report as a result of various factors, many of which are beyond our control, including, among others:

•the inherent uncertainty of estimating reserves and the possibility that incurred losses may be greater than our loss and loss adjustment expense reserves;

•inaccurate estimates and judgments in our risk management may expose us to greater risks than intended;

•the downgrade in the financial strength rating of our regulated insurance subsidiaries announced May 7, 2021, or further downgrades, impacting our ability to attract and retain insurance and reinsurance business that our subsidiaries write, our competitive position, and our financial condition;

•the potential loss of key members of our management team or key employees and our ability to attract and retain personnel;

•adverse economic factors resulting in the sale of fewer policies than expected or an increase in the frequency or severity of claims, or both;

•reliance on a select group of brokers and agents for a significant portion of our business and the impact of our potential failure to maintain such relationships;

•reliance on a select group of customers for a significant portion of our business and the impact of our potential failure to maintain, or decision to terminate, such relationships;

•our ability to obtain reinsurance coverage at prices and on terms that allow us to transfer risk and adequately protect our Company against financial loss;

•losses resulting from reinsurance counterparties failing to pay us on reinsurance claims, insurance companies with whom we have a fronting arrangement failing to pay us for claims, or a former customer with whom we have an indemnification arrangement failing to perform their reimbursement obligations;

•inadequacy of premiums we charge to compensate us for our losses incurred;

•changes in laws or government regulation, including tax or insurance law and regulations;

•the ongoing effect of Public Law No. 115-97, informally titled the Tax Cuts and Jobs Act, which may have a significant effect on us including, among other things, by potentially increasing our tax rate, as well as on our shareholders;

•in the event we do not qualify for the insurance company exception to the passive foreign investment company (“PFIC”) rules and are therefore considered a PFIC, there could be material adverse tax consequences to an investor that is subject to U.S. federal income taxation;

•the Company or any of its foreign subsidiaries becoming subject to U.S. federal income taxation;

•a failure of any of the loss limitations or exclusions we utilize to shield us from unanticipated financial losses or legal exposures, or other liabilities;

•losses from catastrophic events, such as natural disasters and terrorist acts, which substantially exceed our expectations and/or exceed the amount of reinsurance we have purchased to protect us from such events;

•the effects of the COVID-19 pandemic and associated government actions on our operations and financial performance;

•potential effects on our business of emerging claim and coverage issues;

•exposure to credit risk, interest rate risk and other market risk in our investment portfolio;

•the potential impact of internal or external fraud, operational errors, systems malfunctions or cyber security incidents;

•our ability to manage our growth effectively;

•failure to maintain effective internal controls in accordance with Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”); and

•changes in our financial condition, regulations or other factors that may restrict our subsidiaries’ ability to pay us dividends.

Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those in the forward-looking statements, is contained in Part II, Item 1A "Risk Factors" in this Quarterly Report, and our filings with the U.S. Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 26, 2021.

Forward-looking statements speak only as of the date of this Quarterly Report. Except as expressly required under federal securities laws and the rules and regulations of the SEC, we do not have any obligation, and do not undertake, to update any forward-looking statements to reflect events or circumstances arising after the date of this Quarterly Report, whether as a result of new information or future events or otherwise. You should not place undue reliance on the forward-looking statements included in this Quarterly Report or that may be made elsewhere from time to time by us, or on our behalf. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets


	(Unaudited) September 30, 2021		December 31, 2020
	(in thousands)
Assets
Invested assets:

Fixed maturity securities, available-for-sale, at fair value (amortized cost: 2021 – $1,673,281; 2020 – $1,690,890)	$	1,721,727	$	1,783,642

Equity securities, at fair value (cost: 2021 – $88,900; 2020 – $81,698)	99,980		88,975
Bank loan participations, at fair value	154,989		147,604
Short-term investments	26,942		130,289
Other invested assets	57,744		46,548
Total invested assets	2,061,382		2,197,058

Cash and cash equivalents	220,551		162,260
Restricted cash equivalents	10,000		859,920
Accrued investment income	11,801		10,980
Premiums receivable and agents’ balances, net	369,191		369,577
Reinsurance recoverable on unpaid losses, net	1,348,864		805,684
Reinsurance recoverable on paid losses	82,110		46,118
Prepaid reinsurance premiums	292,490		243,741
Deferred policy acquisition costs	62,456		62,953
Intangible assets, net	36,130		36,402
Goodwill	181,831		181,831
Other assets	107,293		86,548
Total assets	$	4,784,099	$	5,063,072

See accompanying notes.

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JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (continued)


	(Unaudited) September 30, 2021		December 31, 2020
	(in thousands, except share amounts)
Liabilities and Shareholders’ Equity
Liabilities:
Reserve for losses and loss adjustment expenses	$	2,596,829	$	2,192,080
Unearned premiums	702,246		630,371
Payables to reinsurers	139,720		110,431
Funds held	—		859,920
Senior debt	262,300		262,300
Junior subordinated debt	104,055		104,055
Accrued expenses	57,264		55,989
Other liabilities	108,046		52,318
Total liabilities	3,970,460		4,267,464
Commitments and contingent liabilities	—		—
Shareholders’ equity:
Common Shares – 2021 and 2020: $0.0002 par value; 200,000,000 shares authorized; 37,287,244 and 30,649,261 shares issued and outstanding, respectively	7		6
Preferred Shares – 2021 and 2020: $0.00125 par value; 20,000,000 shares authorized; no shares issued and outstanding	—		—
Additional paid-in capital	859,634		664,476
Retained (deficit) earnings	(89,112)		49,227
Accumulated other comprehensive income	43,110		81,899
Total shareholders’ equity	813,639		795,608
Total liabilities and shareholders’ equity	$	4,784,099	$	5,063,072

See accompanying notes.

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JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands, except share amounts)
Revenues
Gross written premiums	$	346,599	$	311,852	$	1,100,000	$	897,332
Ceded written premiums	(188,389)		(166,693)		(573,587)		(451,762)
Net written premiums	158,210		145,159		526,413		445,570
Change in net unearned premiums	12,398		7,803		(22,507)		2,125
Net earned premiums	170,608		152,962		503,906		447,695
Net investment income	15,289		14,959		44,726		51,145
Net realized and unrealized gains (losses) on investments	3,983		8,929		13,738		(27,885)
Other income	1,113		615		3,170		3,543
Total revenues	190,993		177,465		565,540		474,498
Expenses
Losses and loss adjustment expenses	166,078		106,155		549,578		301,757
Other operating expenses	43,193		38,224		136,414		133,242
Other expenses	706		60		2,231		1,792
Interest expense	2,227		2,129		6,692		7,970
Amortization of intangible assets	90		149		272		447
Total expenses	212,294		146,717		695,187		445,208
(Loss) income before taxes	(21,301)		30,748		(129,647)		29,290
Income tax expense (benefit)	2,588		4,465		(23,141)		4,208
Net (loss) income	(23,889)		26,283		(106,506)		25,082
Other comprehensive (loss) income:
Net unrealized (losses) gains, net of taxes of $(1,882) and $(5,517) in 2021 and $849 and $6,384 in 2020	(11,459)		5,039		(38,789)		47,433
Total comprehensive (loss) income	$	(35,348)	$	31,322	$	(145,295)	$	72,515
Per share data:
Basic (loss) earnings per share	$	(0.64)	$	0.86	$	(3.12)	$	0.82
Diluted (loss) earnings per share	$	(0.64)	$	0.85	$	(3.12)	$	0.81
Dividend declared per share	$	0.30	$	0.30	$	0.90	$	0.90
Weighted-average common shares outstanding:
Basic	37,278,469		30,582,540		34,161,022		30,529,557
Diluted	37,278,469		30,946,843		34,161,022		30,838,595

See accompanying notes.

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JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)


	Number of Common Shares Outstanding	Common Shares (Par)		Preferred Shares		Additional Paid-in Capital		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income		Total
	(in thousands, except share amounts)
Balances at June 30, 2021	37,275,562	$	7	$	—	$	857,916	$	(53,993)	$	54,569	$	858,499
Net loss	—	—		—		—		(23,889)		—		(23,889)
Other comprehensive loss	—	—		—		—		—		(11,459)		(11,459)
Dividends	—	—		—		—		(11,230)		—		(11,230)

Exercise of stock options	11,508	—		—		242		—		—		242
Vesting of RSUs	174	—		—		—		—		—		—
Compensation expense under share incentive plans	—	—		—		1,476		—		—		1,476
Balances at September 30, 2021	37,287,244	$	7	$	—	$	859,634	$	(89,112)	$	43,110	$	813,639

Balances at December 31, 2020	30,649,261	$	6	$	—	$	664,476	$	49,227	$	81,899	$	795,608
Net loss	—	—		—		—		(106,506)		—		(106,506)
Other comprehensive loss	—	—		—		—		—		(38,789)		(38,789)
Dividends	—	—		—		—		(31,833)		—		(31,833)
Issuance of common shares	6,497,500	1		—		192,106		—		—		192,107
Exercise of stock options	27,979	—		—		401		—		—		401
Vesting of RSUs	112,504	—		—		(2,592)		—		—		(2,592)
Compensation expense under share incentive plans	—	—		—		5,243		—		—		5,243
Balances at September 30, 2021	37,287,244	$	7	$	—	$	859,634	$	(89,112)	$	43,110	$	813,639

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JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)


	Number of Common Shares Outstanding	Common Shares (Par)		Preferred Shares		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total
	(in thousands, except share amounts)
Balances at June 30, 2020	30,553,178	$	6	$	—	$	660,427	$	61,770	$	73,508	$	795,711
Net income	—	—		—		—		26,283		—		26,283
Other comprehensive income	—	—		—		—		—		5,039		5,039
Dividends	—	—		—		—		(9,292)		—		(9,292)
Exercise of stock options	50,474	—		—		1,691		—		—		1,691
Vesting of RSUs	6,501	—		—		(123)		—		—		(123)
Compensation expense under share incentive plans	—	—		—		2,097		—		—		2,097
Balances at September 30, 2020	30,610,153	$	6	$	—	$	664,092	$	78,761	$	78,547	$	821,406

Balances at December 31, 2019	30,424,391	$	6	$	—	$	657,875	$	89,586	$	31,114	$	778,581
Net income	—	—		—		—		25,082		—		25,082
Other comprehensive income	—	—		—		—		—		47,433		47,433
Dividends	—	—		—		—		(27,815)		—		(27,815)
Exercise of stock options	79,615	—		—		2,529		—		—		2,529
Vesting of RSUs	106,147	—		—		(2,186)		—		—		(2,186)
Compensation expense under share incentive plans	—	—		—		5,874		—		—		5,874
Cumulative effect of fair value option election	—	—		—		—		(7,827)		—		(7,827)
Cumulative effect of adoption of ASU No. 2016-13	—	—				—		(265)		—		(265)
Balances at September 30, 2020	30,610,153	$	6	$	—	$	664,092	$	78,761	$	78,547	$	821,406

See accompanying notes.

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JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30,
	2021		2020
	(in thousands)
Operating activities
Net cash used in operating activities (a)	$	(1,061,314)	$	(222,060)
Investing activities
Securities available-for-sale:
Purchases – fixed maturity securities	(326,483)		(509,764)
Sales – fixed maturity securities	118,260		17,465
Maturities and calls – fixed maturity securities	226,280		163,974
Purchases – equity securities	(14,339)		(10,057)
Sales – equity securities	6,757		3,945
Bank loan participations:
Purchases	(88,376)		(36,168)
Sales	48,854		113,432
Maturities	39,058		22,786
Other invested assets:
Purchases	(11,644)		(1,687)
Return of capital	610		314
Redemptions	—		16,292
Short-term investments, net	103,347		84,939
Securities receivable or payable, net	12,365		(487)
Purchases of property and equipment	(2,930)		(315)
Net cash provided by (used in) investing activities	111,759		(135,331)
Financing activities
Senior debt issuances	—		119,000
Senior debt repayments	—		(60,000)
Dividends paid	(31,990)		(27,838)
Issuance of common shares - public offering (Note 12)	192,107		—
Issuance of common shares under equity incentive plans	571		2,529
Common share repurchases	(2,762)		(2,186)

Net cash provided by financing activities	157,926		31,505
Change in cash, cash equivalents, and restricted cash equivalents	(791,629)		(325,886)
Cash, cash equivalents, and restricted cash equivalents at beginning of period	1,022,180		1,406,076
Cash, cash equivalents, and restricted cash equivalents at end of period	$	230,551	$	1,080,190
Supplemental information
Interest paid	$	7,473	$	9,023

Restricted cash equivalents at beginning of period	$	859,920	$	1,199,164
Restricted cash equivalents at end of period	$	10,000	$	940,221
Change in restricted cash equivalents	$	(849,920)	$	(258,943)

(a) Cash used in operating activities for the nine months ended September 30, 2021 and 2020 primarily reflect $849.9 million and $258.9 million, respectively, of restricted cash equivalents returned to a former insured, per the terms of a collateral trust (see Amounts Recoverable from an Indemnifying Party in Liquidity and Capital Resources). Excluding the reduction in the collateral funds, cash (used in) provided by operating activities was $(211.4) million and $36.9 million for the nine months ended September 30, 2021 and 2020, respectively. The cash used in operating activities excluding the reduction in collateral funds for the nine months ended September 30, 2021 primarily reflects $317.6 million paid to effect a loss portfolio transfer reinsurance transaction in the third quarter.

See accompanying notes.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

1. Accounting Policies

Organization

James River Group Holdings, Ltd. (referred to as “JRG Holdings” or, with its subsidiaries, the “Company”) is an exempted holding company registered in Bermuda, organized for the purpose of acquiring and managing insurance and reinsurance entities.

The Company owns five insurance companies based in the United States (“U.S.”) focused on specialty insurance niches and two Bermuda-based reinsurance companies as described below:

•James River Group Holdings UK Limited (“James River UK”) is an insurance holding company formed in 2015 in the United Kingdom (“U.K.”). JRG Holdings contributed James River Group, Inc. (“James River Group”), a U.S. insurance holding company, to James River UK in 2015.

▪James River Group is a Delaware domiciled insurance holding company formed in 2002 which owns all of the Company’s U.S.-based subsidiaries, either directly or indirectly through one of its wholly-owned U.S. subsidiaries. James River Group oversees the Company’s U.S. insurance operations and maintains all of the outstanding debt in the U.S.

◦James River Insurance Company is an Ohio domiciled excess and surplus lines insurance company that, with its wholly-owned insurance subsidiary, James River Casualty Company, a Virginia domiciled company, is authorized to write business in every state and the District of Columbia.

◦Falls Lake National Insurance Company (“Falls Lake National”) is an Ohio domiciled insurance company which wholly owns Stonewood Insurance Company (“Stonewood Insurance”), a North Carolina domiciled company, and Falls Lake Fire and Casualty Company, a California domiciled company. Falls Lake National and its subsidiaries primarily write specialty admitted fronting and program business and individual risk workers' compensation insurance.

◦JRG Reinsurance Company Ltd. (“JRG Re”) was formed in 2007 and commenced operations in 2008. JRG Re, a Bermuda domiciled reinsurer, primarily provides non-catastrophe casualty reinsurance to U.S. third parties and, through December 31, 2017, to the Company’s U.S.-based insurance subsidiaries.

◦Carolina Re Ltd (“Carolina Re”) was formed in 2018 and as of January 1, 2018 provides reinsurance to the Company’s U.S.-based insurance subsidiaries. Carolina Re is also the cedent on an aggregate stop loss reinsurance treaty with JRG Re.

Basis of Presentation

The accompanying condensed consolidated financial statements and notes have been prepared in accordance 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 condensed consolidated financial statements include the results of the Company and its subsidiaries from their respective dates of inception or acquisition, as applicable. Readers are urged to review the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for a more complete description of the Company’s business and accounting policies. In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results of operations for the full year. The consolidated balance sheet as of December 31, 2020 was derived from the Company’s audited annual consolidated financial statements.

Intercompany transactions and balances have been eliminated.

Estimates and Assumptions

Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Variable Interest Entities

Entities that do not have sufficient equity at risk to allow the entity to finance its activities without additional financial support or in which the equity investors, as a group, do not have the characteristic of a controlling financial interest are referred to as variable interest entities (“VIE”). A VIE is consolidated by the variable interest holder that is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE’s capital structure, contractual terms, nature of the VIE’s operations and purpose, and the Company’s relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE. The Company reassesses its VIE determination with respect to an entity on an ongoing basis.

The Company holds interests in VIEs through certain equity method investments included in “other invested assets” in the accompanying condensed consolidated balance sheets. The Company has determined that it should not consolidate any of the VIEs as it is not the primary beneficiary in any of the relationships. Although the investments resulted in the Company holding variable interests in the entities, they did not empower the Company to direct the activities that most significantly impact the economic performance of the entities. The Company’s investments related to these VIEs totaled $28.2 million and $30.1 million at September 30, 2021 and December 31, 2020, respectively, representing the Company’s maximum exposure to loss.

Income Tax Expense

Our effective tax rate fluctuates from period to period based on the relative mix of income reported by country and the respective tax rates imposed by each tax jurisdiction. For U.S.-sourced income, the Company’s U.S. federal income tax expense differs from the amounts computed by applying the federal statutory income tax rate to income before taxes due primarily to interest income on tax-advantaged state and municipal securities, dividends received income, and excess tax benefits on share based compensation. The Company had a pre-tax loss of $129.6 million for the nine months ended September 30, 2021 and recorded a U.S. federal income tax benefit of $23.1 million. The pre-tax loss was largely driven by the $210.8 million of net adverse reserve development on prior accident years, including $190.7 million of net adverse development from the Excess and Surplus Lines segment that was primarily related to a former commercial auto account. For the nine months ended September 30, 2021, our U.S. federal income tax benefit was 17.8% of the loss before taxes. For the nine months ended September 30, 2020, our U.S. federal income tax expense was 14.4% of income before taxes. The change in effective tax rate for the two periods reflects changes in reserve estimates in the commercial auto business, and the related impact on the mix of income reported by country in those respective periods.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

2. Investments

The Company’s available-for-sale fixed maturity securities are summarized as follows:


	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in thousands)
September 30, 2021
Fixed maturity securities:
State and municipal	$	324,050	$	13,032	$	(1,447)	$	335,635
Residential mortgage-backed	258,302		3,877		(1,104)		261,075
Corporate	698,454		31,511		(4,093)		725,872
Commercial mortgage and asset-backed	307,223		6,899		(964)		313,158

U.S. Treasury securities and obligations guaranteed by the U.S. government	85,252		1,032		(297)		85,987

Total fixed maturity securities, available-for-sale	$	1,673,281	$	56,351	$	(7,905)	$	1,721,727
December 31, 2020
Fixed maturity securities:
State and municipal	$	277,241	$	19,203	$	(39)	$	296,405
Residential mortgage-backed	286,104		7,784		(40)		293,848
Corporate	715,145		52,098		(421)		766,822
Commercial mortgage and asset-backed	314,911		12,611		(803)		326,719

U.S. Treasury securities and obligations guaranteed by the U.S. government	97,489		2,360		(1)		99,848

Total fixed maturity securities, available-for-sale	$	1,690,890	$	94,056	$	(1,304)	$	1,783,642

The amortized cost and fair value of available-for-sale investments in fixed maturity securities at September 30, 2021 are summarized, by contractual maturity, as follows:


	Cost or Amortized Cost		Fair Value
	(in thousands)
One year or less	$	103,777	$	104,859
After one year through five years	458,454		477,708
After five years through ten years	303,453		310,034
After ten years	242,072		254,893
Residential mortgage-backed	258,302		261,075
Commercial mortgage and asset-backed	307,223		313,158

Total	$	1,673,281	$	1,721,727

Actual maturities may differ for some securities because borrowers have the right to call or prepay obligations with or without penalties.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The following table shows the Company’s gross unrealized losses and fair value for available-for-sale securities aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:


	Less Than 12 Months				12 Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in thousands)
September 30, 2021
Fixed maturity securities:
State and municipal	$	85,803	$	(1,402)	$	1,155	$	(45)	$	86,958	$	(1,447)
Residential mortgage-backed	126,424		(1,100)		311		(4)		126,735		(1,104)
Corporate	160,709		(3,186)		9,060		(907)		169,769		(4,093)
Commercial mortgage and asset-backed	110,471		(956)		2,438		(8)		112,909		(964)

U.S. Treasury securities and obligations guaranteed by the U.S. government	24,600		(297)		—		—		24,600		(297)

Total fixed maturity securities, available-for-sale	$	508,007	$	(6,941)	$	12,964	$	(964)	$	520,971	$	(7,905)
December 31, 2020
Fixed maturity securities:
State and municipal	$	7,193	$	(39)	$	—	$	—	$	7,193	$	(39)
Residential mortgage-backed	3,649		(40)		—		—		3,649		(40)
Corporate	28,607		(421)		—		—		28,607		(421)
Commercial mortgage and asset-backed	18,427		(447)		38,802		(356)		57,229		(803)

U.S. Treasury securities and obligations guaranteed by the U.S. government	2,291		(1)		—		—		2,291		(1)

Total fixed maturity securities, available-for-sale	$	60,167	$	(948)	$	38,802	$	(356)	$	98,969	$	(1,304)

At September 30, 2021, the Company held fixed maturity securities of 200 issuers that were in an unrealized loss position with a total fair value of $521.0 million and gross unrealized losses of $7.9 million. None of the fixed maturity securities with unrealized losses has ever missed, or been delinquent on, a scheduled principal or interest payment. At September 30, 2021, 99.4% of the Company’s fixed maturity security portfolio was rated “BBB-” or better (“investment grade”) by Standard & Poor’s or received an equivalent rating from another nationally recognized rating agency. Fixed maturity securities with ratings below investment grade by Standard & Poor’s or another nationally recognized rating agency at September 30, 2021 had an aggregate fair value of $10.0 million and an aggregate net unrealized gain of $96,000.

The Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on January 1, 2020. This update changed the impairment model for available-for-sale fixed maturities and requires the Company to determine whether unrealized losses on available-for-sale fixed maturities are due to credit-related factors. An allowance for credit losses is established for any credit-related impairments, limited to the amount by which fair value is below amortized cost. Changes in the allowance for credit losses are recognized in earnings and included in net realized and unrealized gains (losses) on investments. Unrealized losses that are not credit-related continue to be recognized in other comprehensive income.

The Company considers the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the security, with a special emphasis on securities downgraded below investment grade. A comparison is made between the present value of expected future cash flows for a security and its amortized cost. If the present value of future expected cash flows is less than amortized cost, a credit loss is presumed to exist and an allowance for credit losses is established. Management may conclude that a qualitative analysis is sufficient to support its conclusion that the present value of the expected cash flows equals or exceeds a security’s amortized cost. As a result of this review, management concluded that there were no credit-related impairments of fixed maturity securities at September 30, 2021, December 31, 2020, or September 30, 2020. Management does not intend to sell the securities in an unrealized loss position, and it is not “more likely than not” that the Company will be required to sell these securities before a recovery in their value to their amortized cost basis occurs.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

In connection with the adoption of ASU 2016-13, the Company elected the fair value option in accounting for bank loan participations effective January 1, 2020. The targeted transition relief offered by ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief was applied to elect the fair value option to account for bank loan participations already held at the January 1, 2020 date of adoption. Under the fair value option, bank loan participations are measured at fair value, and changes in unrealized gains and losses in bank loan participations are reported in our income statement as net realized and unrealized gains (losses) on investments. At adoption on January 1, 2020, the Company applied the amendments on a modified retrospective basis, reducing the carrying value of its bank loan portfolio to fair value through an $8.4 million adjustment with a $7.8 million (net of tax) cumulative effect adjustment to reduce retained earnings.

Applying the fair value option to the bank loan portfolio increases volatility in the Company's financial statements, but management believes it is less subjective and less burdensome to implement and maintain than ASU 2016-13, which would have otherwise been required. At September 30, 2021, the Company's bank loan portfolio had an aggregate fair value of $155.0 million and unpaid principal of $158.5 million. Investment income on bank loan participations included in net investment income was $2.8 million and $8.2 million for the three and nine months ended September 30, 2021, respectively ($2.4 million and $9.7 million for the three and nine months ended September 30, 2020, respectively). Net realized and unrealized gains (losses) on investments includes gains of $375,000 and $6.6 million for the three and nine months ended September 30, 2021, respectively, related to changes in unrealized gains and losses on bank loan participations (gains of $9.7 million and losses of $7.6 million in the three and nine months ended September 30, 2020, respectively). For the three and nine months ended September 30, 2021, management concluded that none of the unrealized losses were due to credit-related impairments. Management concluded that $437,000 and $8.2 million of unrealized losses in the three and nine months ended September 30, 2020, respectively, were due to credit-related impairments. Losses due to credit-related impairments are determined based upon consultations and advice from the Company's specialized investment manager and consideration of any adverse situations that could affect the borrower's ability to repay, the estimated value of underlying collateral, and other relevant factors.

Bank loan participations generally provide a higher yield than our portfolio of fixed maturities and have a credit rating that is below investment grade (i.e. below “BBB-” for Standard & Poor’s) at the date of purchase. These bank loans are primarily senior, secured floating-rate debt rated “BB”, “B”, or “CCC” by Standard & Poor’s or an equivalent rating from another nationally recognized rating agency. These bank loans include assignments of, and participations in, performing and non-performing senior corporate debt generally acquired through primary bank syndications and in secondary markets. Bank loans consist of, but are not limited to, term loans, the funded and unfunded portions of revolving credit loans, and other similar loans and investments. Management believed that it was probable at the time that these loans were acquired that the Company would be able to collect all contractually required payments receivable.

Interest income on bank loan participations is accrued on the unpaid principal balance, and discounts and premiums on bank loan participations are amortized to income using the interest method. Generally, the accrual of interest on a bank loan participation is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A bank loan participation may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Generally, bank loan participations are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Interest received on nonaccrual loans generally is reported as investment income. There were no bank loans on nonaccrual status at September 30, 2021 or December 31, 2020.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The Company’s net realized and unrealized gains and losses on investments are summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Fixed maturity securities:
Gross realized gains	$	3,170	$	386	$	4,361	$	906
Gross realized losses	(3)		—		(27)		(1)
	3,167		386		4,334		905
Bank loan participations:
Gross realized gains	130		24		448		357
Gross realized losses	(310)		(3,506)		(1,093)		(14,484)
Changes in fair values of bank loan participations	375		9,741		6,626		(7,636)
	195		6,259		5,981		(21,763)
Equity securities:
Gross realized gains	—		13		111		13
Gross realized losses	(2)		—		(497)		(170)
Changes in fair values of equity securities	643		2,374		3,803		(6,895)
	641		2,387		3,417		(7,052)
Short-term investments and other:
Gross realized gains	70		27		75		76
Gross realized losses	(150)		—		(150)		(1)
Changes in fair values of short-term investments and other	60		(130)		81		(50)
	(20)		(103)		6		25
Total	$	3,983	$	8,929	$	13,738	$	(27,885)

Realized investment gains or losses are determined on a specific identification basis.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The Company invests selectively in private debt and equity opportunities. These investments, which together comprise the Company’s other invested assets, are primarily focused in renewable energy, limited partnerships, and bank holding companies.



	Carrying Value				Investment Income
	September 30,		December 31,		Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020		2021		2020
	(in thousands)
Renewable energy LLCs (a)
Excess and Surplus Lines	$	25,471	$	—	$	634	$	—	$	634	$	—
Corporate & Other	2,762		30,145		14		(526)		(772)		320
	28,233		30,145		648		(526)		(138)		320
Renewable energy notes receivable (b)
Excess and Surplus Lines	4,000		—		120		—		344		—
Corporate & Other	5,000		—		150		547		430		814
	9,000		—		270		547		774		814
Limited partnerships (c)
Excess and Surplus Lines	12,349		4,096		699		125		1,115		2
Corporate & Other	3,662		7,807		58		301		920		100
	16,011		11,903		757		426		2,035		102
Bank holding companies (d)
Excess and Surplus Lines	4,500		—		85		—		114		—
Corporate & Other	—		4,500		—		86		143		258
	4,500		4,500		85		86		257		258
Total other invested assets
Excess and Surplus Lines	46,320		4,096		1,538		125		2,207		2
Corporate & Other	11,424		42,452		222		408		721		1,492
	$	57,744	$	46,548	$	1,760	$	533	$	2,928	$	1,494

(a)The Company's Excess and Surplus Lines and Corporate and Other segments own equity interests ranging from 2.6% to 32.6% in various LLCs whose principal objective is capital appreciation and income generation from owning and operating renewable energy production facilities (wind and solar). The LLCs are managed by an entity for which two former directors served as officers, and the Company’s Non-Executive Chairman has invested in certain of these LLCs. The equity method is used to account for the Company’s LLC investments. Income for the LLCs primarily reflects adjustments to the carrying values of investments in renewable energy projects to their determined fair values. The fair value adjustments are included in revenues for the LLCs. Expenses for the LLCs are not significant and are comprised of administrative and interest expenses. During the nine months ended September 30, 2021, the Company transferred $26.3 million of its investments in the LLCs from the Corporate and Other segment to the Excess and Surplus Lines segment. The Company received cash distributions from these investments totaling $1.8 million and $1.0 million in the nine months ended September 30, 2021 and 2020, respectively.

(b)The Company's Excess and Surplus Lines and Corporate and Other segments have invested in notes receivable for renewable energy projects. At September 30, 2021, the Company held two notes issued by an entity for which two of our former directors serve as officers. Interest on the notes, which mature in 2025, is fixed at 12%.

(c)The Company owns investments in limited partnerships that invest in concentrated portfolios including publicly-traded small cap equities, loans of middle market private equity sponsored companies, private equity general partnership interests, commercial mortgage-backed securities, and tranches of distressed home loans. Income from the partnerships is recognized under the equity method of accounting. During the nine months ended September 30, 2021, the Company transferred $5.1 million of its investments in the limited partnerships from the Corporate and Other segment to the Excess and Surplus Lines segment. At September 30, 2021, the Company’s Excess and Surplus Lines segment has outstanding commitments to invest another $6.1 million in these limited partnerships.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

(d)The Company's Excess and Surplus Lines segment holds $4.5 million of subordinated notes issued by a bank holding company for which the Company’s Non-Executive Chairman was previously the Lead Independent Director and an investor and for which one of the Company’s directors was an investor and is currently a holder of the subordinated notes (the "Bank Holding Company"). During the nine months ended September 30, 2021, the Company transferred ownership of the subordinated notes from the Corporate and Other segment to the Excess and Surplus Lines segment. Interest on the notes, which mature on August 12, 2023, is fixed at 7.6% per annum.

At December 31, 2020, the Company held an investment in a CLO where one of the underlying loans was issued by the Bank Holding Company. The investment, with a carrying value of $520,000 at December 31, 2020, was classified as an available-for-sale fixed maturity. During the nine months ended September 30, 2021, the Company received the final principal repayment for the investment.

3. Goodwill and Intangible Assets

On December 11, 2007, the Company completed an acquisition of James River Group by acquiring 100% of the outstanding shares of James River Group common stock, referred to herein as the “Merger”. The transaction was accounted for under the purchase method of accounting, and goodwill and intangible assets were recognized by the Company as a result of the transaction. Goodwill resulting from the Merger was $181.8 million at September 30, 2021 and December 31, 2020.

The gross carrying amounts and accumulated amortization for each major specifically identifiable intangible asset class were as follows:


		September 30, 2021				December 31, 2020
	Life (Years)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
		($ in thousands)
Intangible Assets
Trademarks	Indefinite	$	22,200	$	—	$	22,200	$	—
Insurance licenses and authorities	Indefinite	8,964		—		8,964		—
Identifiable intangibles not subject to amortization		31,164		—		31,164		—
Broker relationships	24.6	11,611		6,645		11,611		6,373
Identifiable intangible assets subject to amortization		11,611		6,645		11,611		6,373
		$	42,775	$	6,645	$	42,775	$	6,373

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

4. (Loss) Earnings Per Share

The following represents a reconciliation of the numerator and denominator of the basic and diluted (loss) earnings per share computations contained in the condensed consolidated financial statements:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands, except share and per share amounts)
Net (loss) income to shareholders	$	(23,889)	$	26,283	$	(106,506)	$	25,082

Weighted average common shares outstanding:
Basic	37,278,469		30,582,540		34,161,022		30,529,557
Common share equivalents	—		364,303		—		309,038
Diluted	37,278,469		30,946,843		34,161,022		30,838,595

(Loss) earnings per share:
Basic	$	(0.64)	$	0.86	$	(3.12)	$	0.82
Common share equivalents	—		(0.01)		—		(0.01)
Diluted	$	(0.64)	$	0.85	$	(3.12)	$	0.81

For the three and nine months ended September 30, 2021, common share equivalents of 133,994 and 203,077, respectively, were excluded from the calculation of diluted (loss) earnings per share as their effects were anti-dilutive. For the three and nine months ended September 30, 2020, all common share equivalents were dilutive.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

5. Reserve for Losses and Loss Adjustment Expenses

The following table provides a reconciliation of the beginning and ending reserve balances for losses and loss adjustment expenses, net of reinsurance, to the gross amounts reported in the condensed consolidated balance sheets. Reinsurance recoverables on unpaid losses and loss adjustment expenses are presented gross of an allowance for credit losses of $515,000 at September 30, 2021 and $335,000 at December 31, 2020 and September 30, 2020.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Reserve for losses and loss adjustment expenses net of reinsurance recoverables at beginning of period	$	1,511,106	$	1,339,534	$	1,386,061	$	1,377,461
Add: Incurred losses and loss adjustment expenses net of reinsurance:
Current year	121,980		101,921		338,796		295,523
Prior years	44,098		4,234		210,782		6,234
Total incurred losses and loss and adjustment expenses	166,078		106,155		549,578		301,757
Deduct: Loss and loss adjustment expense payments net of reinsurance:
Current year	12,310		6,950		22,766		13,558
Prior years	125,277		102,140		373,276		329,061
Total loss and loss adjustment expense payments	137,587		109,090		396,042		342,619
Deduct: Loss reserves ceded in LPT Transaction	292,147		—		292,147		—
Reserve for losses and loss adjustment expenses net of reinsurance recoverables at end of period	1,247,450		1,336,599		1,247,450		1,336,599
Add: Reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period	1,349,379		770,150		1,349,379		770,150
Reserve for losses and loss adjustment expenses gross of reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period	$	2,596,829	$	2,106,749	$	2,596,829	$	2,106,749

The Company experienced $44.1 million of net adverse reserve development in the three months ended September 30, 2021 on the reserve for losses and loss adjustment expenses held at December 31, 2020. This reserve development included $29.5 million of net adverse development in the Excess and Surplus Lines segment, $500,000 of net favorable development in the Specialty Admitted Insurance segment, and $15.1 million of net adverse development in the Casualty Reinsurance segment, primarily associated with treaties the Company has exited.

On September 27, 2021, James River Insurance Company and James River Casualty Company (together, “James River”) entered into a loss portfolio transfer transaction with Aleka Insurance, Inc. (“Aleka”), a captive insurance company affiliate of Rasier LLC, to reinsure substantially all of the Excess and Surplus Lines segment's legacy portfolio of commercial auto policies previously issued to Rasier LLC and its affiliates (collectively, “Rasier”) for which James River is not otherwise indemnified by Rasier. Under the terms of the transaction, effective as of July 1, 2021, James River ceded to Aleka approximately $345.1 million of commercial auto liabilities relating to Rasier policies written in the years 2013-2019, which amount constituted the reinsurance premium. The reinsurance coverage is fully collateralized, not subject to an aggregate limit, and subject to certain exclusions. A pre-tax loss of $29.6 million was recognized as adverse loss and loss adjustment reserve development in the Excess and Surplus Lines segment for the third quarter of 2021 associated with the loss portfolio transfer, of which $15.8 million was related to claims handling costs. The $15.8 million claims handling costs constitutes James River’s contribution to the fees of an administrator appointed by James River and Aleka to handle the claims on the Rasier commercial auto policies for the remaining life of those claims, and unallocated loss adjustment expenses required to facilitate the transition of the claims to the administrator. The Company also experienced $5.0 million of net catastrophe losses in the current accident year for the three months ended September 30, 2021 related to Hurricane Ida. The losses were primarily in the Excess Property book in the Excess and Surplus Lines segment.

The Company experienced $4.2 million of net adverse reserve development in the three months ended September 30, 2020 on the reserve for losses and loss adjustment expenses held at December 31, 2019. This reserve development included $27,000

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

of net adverse development in the Excess and Surplus Lines segment, $2.0 million of net favorable development in the Specialty Admitted Insurance segment due to favorable development in the workers' compensation business for prior accident years, and $6.2 million of net adverse development in the Casualty Reinsurance segment.

The Company experienced $210.8 million of net adverse reserve development in the nine months ended September 30, 2021 on the reserve for losses and loss adjustment expenses held at December 31, 2020. This reserve development included $190.7 million of net adverse development in the Excess and Surplus Lines segment including $200.1 million on commercial auto business, almost entirely related to a previously canceled account that has been in runoff since 2019. The reported losses on this terminated commercial auto account meaningfully exceeded our expectations for the three months ended March 31, 2021. We had expected that reported losses would decline as the account moved further into runoff, but the continued heavy reported loss emergence in the first quarter of 2021 indicated more inherent severity than anticipated. In response, we meaningfully adjusted our actuarial methodology, resulting in a significant strengthening of reserves for this account at March 31, 2021. In prior quarters, our actuarial work for this terminated commercial auto account had been based on industry data, pricing data, experience data, average claims severity data, and blended methodologies. However, the continuation of the highly elevated reported losses in the first quarter of 2021 led us to conclude that using only our own loss experience in our paid and incurred reserve projections rather than the array of inputs that we had used in prior quarters, and giving greater weight to incurred methods, would give us a better estimate of ultimate losses on this account. Loss emergence on the terminated commercial auto account in the second quarter was in line with our expectations, and accordingly, no additional reserve development was taken. In the third quarter, an additional $29.6 million was recognized as adverse loss and loss adjustment reserve development upon entering the loss portfolio transaction as described above, of which $15.8 million was related to claims handling costs. The Company also experienced $2.5 million of net favorable development in the Specialty Admitted Insurance segment, and $22.6 million of net adverse development in the Casualty Reinsurance segment, primarily associated with treaties the Company has exited. The Company also experienced $5.0 million of net catastrophe losses in the current accident year for the nine months ended September 30, 2021 related to Hurricane Ida. The losses were primarily in the Excess Property book in the Excess and Surplus Lines segment.

The Company experienced $6.2 million of net adverse reserve development in the nine months ended September 30, 2020 on the reserve for losses and loss adjustment expenses held at December 31, 2019. This reserve development included $2.8 million of net favorable development in the Excess and Surplus Lines segment, $4.0 million of net favorable development in the Specialty Admitted Insurance segment due to favorable development in the workers' compensation business for prior accident years, and $13.1 million of net adverse development in the Casualty Reinsurance segment.

6. Other Comprehensive (Loss) Income

The following table summarizes the components of other comprehensive (loss) income:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Unrealized (losses) gains arising during the period, before U.S. income taxes	$	(10,174)	$	6,274	$	(39,972)	$	54,722
U.S. income taxes	1,219		(881)		4,654		(6,441)
Unrealized (losses) gains arising during the period, net of U.S. income taxes	(8,955)		5,393		(35,318)		48,281
Less reclassification adjustment:
Net realized investment gains	3,167		386		4,334		905
U.S. income taxes	(663)		(32)		(863)		(57)
Reclassification adjustment for investment gains realized in net income	2,504		354		3,471		848
Other comprehensive (loss) income	$	(11,459)	$	5,039	$	(38,789)	$	47,433

In addition to the $3.2 million and $4.3 million of net realized investment gains on available-for-sale fixed maturities for the three and nine months ended September 30, 2021, respectively ($386,000 and $905,000 of net realized investment gains for the three and nine months ended September 30, 2020, respectively), the Company also recognized net realized and unrealized investment gains (losses) of $195,000 and $6.0 million in the respective periods on its investments in bank loan participations ($6.3 million and $(21.8) million in the respective prior year periods) and $641,000 and $3.4 million in the respective periods on its investments in equity securities ($2.4 million and $(7.1) million in the respective prior year periods).

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

7. Contingent Liabilities

The Company is involved in various legal proceedings, including commercial matters and litigation regarding insurance claims arising in the ordinary course of business as well as an alleged class action lawsuit. The Company believes that the outcome of such matters, individually and in the aggregate, is not reasonably likely to have a material adverse effect on its consolidated financial position, results of operations or cash flows.

For a description of the potential future impacts of COVID-19 on the Company, see the “The global coronavirus outbreak could harm business and results of operations of the Company” risk factor in Part I—Item IA in our Annual Report on Form 10-K for the year ended December 31, 2020.

JRG Re has entered into three letter of credit facilities with banks as security to third-party reinsureds on reinsurance assumed by JRG Re. JRG Re has established custodial accounts to secure these letters of credit. Under a $75.0 million facility, $6.4 million of letters of credit were issued through September 30, 2021 which were secured by deposits of $9.6 million. Under a $102.5 million facility, $45.9 million of letters of credit were issued through September 30, 2021 which were secured by deposits of $61.5 million. Under a $100.0 million facility, $14.0 million of letters of credit were issued through September 30, 2021 which were secured by deposits of $28.3 million. JRG Re has also established trust accounts to secure its obligations to selected reinsureds. The total amount deposited in the trust accounts for the benefit of third-party reinsureds was $359.5 million at September 30, 2021.

James River previously issued a set of insurance contracts to Rasier under which James River pays losses and loss adjustment expenses on the contracts. James River has indemnity agreements with Rasier (non-insurance entities) and is contractually entitled to reimbursement for a significant portion of the losses and loss adjustment expenses paid on behalf of Rasier and other expenses incurred by James River. Rasier is required to collateralize amounts currently due to James River and to provide additional collateral sufficient to cover the amounts that may be recoverable under the indemnity agreements, including, among other things, case loss and loss adjustment expense reserves, IBNR loss and loss adjustment expense reserves, extra contractual obligations and excess policy limits liabilities. The collateral is provided through a collateral trust arrangement (the “Indemnity Trust”) in favor of James River by Aleka. In conjunction with the LPT Transaction described below, James River returned $691.3 million to the Indemnity Trust, representing the remaining balance of the amount withdrawn in October 2019, as was permitted under the indemnification agreements with Rasier and the associated trust agreement, and previously held on our balance sheet. As of September 30, 2021, the cash equivalent collateral held in the Indemnity Trust was $691.1 million.

On September 27, 2021, James River entered into a loss portfolio transfer transaction (the “LPT Transaction”) with Aleka to reinsure substantially all of the Excess and Surplus Lines segment's legacy portfolio of commercial auto policies previously issued to Raiser for which James River is not otherwise indemnified by Rasier. Under the terms of the LPT Transaction, effective as of July 1, 2021, James River ceded to Aleka approximately $345.1 million of commercial auto liabilities relating to Rasier policies written in the years 2013-2019, which amount constituted the reinsurance premium. Aleka is required to post collateral equal to 102% of James River’s estimate of Aleka’s obligations under the reinsurance agreement, calculated in accordance with statutory accounting principles. The collateral is provided through a collateral trust arrangement (the “LPT Trust”) established in favor of James River by Aleka. The balance in the LPT Trust at September 30, 2021 is $309.6 million securing total reinsurance recoverables of $305.8 million (including $292.1 million of unpaid recoverables and $13.7 million of paid recoverables) associated with the LPT Transaction.

As part of the LPT Transaction, James River and Aleka entered into an administrative services agreement with a third party claims administrator pursuant to which the administrator will handle the claims on the Rasier commercial auto policies for the remaining life of those claims following a transition period. The claims paid by the claims manager are reimbursable by James River, and pursuant to the terms of the administrative services agreement James River established a loss fund trust account for the benefit of the claims manager (the “Loss Fund Trust”) to collateralize its claims payment reimbursement obligations. James River will fund the Loss Fund Trust using funds withdrawn from the Indemnity Trust, funds withdrawn from the LPT Trust, and its own funds, in each case in an amount equal to the pro rata portion of the required Loss Fund Trust balance attributable to the Rasier indemnity agreements, the LPT Transaction and James River’s existing third party reinsurance agreements, respectively. As of September 30, 2021, in accordance with the administrative services agreement, the Company posted $10.0 million as collateral for the claims paid by the administrator, including $6.8 million of which represents collateral supporting Rasier’s obligations under the indemnity agreements and $2.8 million of which represents collateral supporting Aleka’s obligations under the under the LPT Transaction. The $10.0 million collateral is classified as restricted cash equivalents on the Company’s balance sheet at September 30, 2021.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

On July 9, 2021 a purported class action lawsuit was filed in US District Court, Eastern District of Virginia (the “Court”) by Employees’ Retirement Fund of the City of Fort Worth against James River Group Holdings, Ltd. and certain of its present and former officers (together, “Defendants”) asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of persons and entities that purchased the Company’s stock between August 1, 2019 and May 5, 2021 (the “Complaint”). The Complaint alleges that Defendants failed to make appropriate disclosures concerning the adequacy of reserves for policies that covered Rasier LLC, a subsidiary of Uber Technologies, Inc. On September 22, 2021, the Court entered an order appointing Employees’ Retirement Fund of the City of Fort Worth and the City of Miami General Employees’ and Sanitation Employees’ Retirement Trust as co-lead plaintiffs (together, “Plaintiffs”). Plaintiffs’ consolidated amended complaint is due to be filed on November 19, 2021. We believe that Plaintiffs’ claims are without merit and we intend to vigorously defend this lawsuit.

8. Segment Information

The Company has four reportable segments: the Excess and Surplus Lines segment, the Specialty Admitted Insurance segment, the Casualty Reinsurance segment, and the Corporate and Other segment. Segment profit (loss) is measured by underwriting profit (loss), which is generally defined as net earned premiums and gross fee income (in specific instances when the Company is not retaining insurance risk) in “other income” in the condensed consolidated statements of (loss) income and comprehensive (loss) income less loss and loss adjustment expenses and other operating expenses of the operating segments. Segment results are reported prior to the effects of intercompany reinsurance agreements among the Company’s insurance subsidiaries.

Gross fee income included in other income and underwriting (loss) profit is summarized in the table below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Excess and Surplus Lines	$	—	$	—	$	—	$	1,571
Specialty Admitted Insurance	1,022		363		2,903		1,147
Total	$	1,022	$	363	$	2,903	$	2,718

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The following table summarizes the Company’s segment results:


	Excess and Surplus Lines		Specialty Admitted Insurance		Casualty Reinsurance		Corporate and Other		Total
	(in thousands)
Three Months Ended September 30, 2021
Gross written premiums	$	217,673	$	121,175	$	7,751	$	—	$	346,599
Net earned premiums	119,760		19,704		31,144		—		170,608
Underwriting (loss) profit of insurance segments	(21,527)		3,084		(11,911)		—		(30,354)
Net investment income	4,678		754		9,699		158		15,289
Interest expense	—		—		—		2,227		2,227
Segment revenues	127,603		21,009		42,167		214		190,993
Segment goodwill	181,831		—		—		—		181,831
Segment assets	1,835,108		1,053,286		1,871,846		23,859		4,784,099

Three Months Ended September 30, 2020
Gross written premiums	$	179,458	$	112,589	$	19,805	$	—	$	311,852
Net earned premiums	104,933		14,985		33,044		—		152,962
Underwriting profit (loss) of insurance segments	15,581		1,859		(689)		—		16,751
Net investment income	3,751		807		10,033		368		14,959
Interest expense	—		—		—		2,129		2,129
Segment revenues	112,800		16,843		47,385		437		177,465
Segment goodwill	181,831		—		—		—		181,831
Segment assets	2,243,065		877,619		1,806,341		57,328		4,984,353

Nine Months Ended September 30, 2021
Gross written premiums	$	613,045	$	377,400	$	109,555	$	—	$	1,100,000
Net earned premiums	351,413		54,656		97,837		—		503,906
Underwriting (loss) profit of insurance segments	(145,556)		6,488		(16,857)		—		(155,925)
Net investment income	11,857		2,342		29,962		565		44,726
Interest expense	—		—		—		6,692		6,692
Segment revenues	370,417		60,667		133,671		785		565,540
Segment goodwill	181,831		—		—		—		181,831
Segment assets	1,835,108		1,053,286		1,871,846		23,859		4,784,099

Nine Months Ended September 30, 2020
Gross written premiums	$	502,649	$	303,831	$	90,852	$	—	$	897,332
Net earned premiums	305,521		42,660		99,514		—		447,695
Underwriting profit (loss) of insurance segments	39,788		2,301		(3,119)		—		38,970
Net investment income	15,028		2,547		32,171		1,399		51,145
Interest expense	—		—		—		7,970		7,970
Segment revenues	309,972		45,386		117,459		1,681		474,498
Segment goodwill	181,831		—		—		—		181,831
Segment assets	2,243,065		877,619		1,806,341		57,328		4,984,353

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The following table reconciles the underwriting (loss) profit of the operating segments by individual segment to consolidated (loss) income before income taxes:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Underwriting (loss) profit of the insurance segments:
Excess and Surplus Lines	$	(21,527)	$	15,581	$	(145,556)	$	39,788
Specialty Admitted Insurance	3,084		1,859		6,488		2,301
Casualty Reinsurance	(11,911)		(689)		(16,857)		(3,119)
Total underwriting (loss) profit of insurance segments	(30,354)		16,751		(155,925)		38,970
Other operating expenses of the Corporate and Other segment	(7,287)		(7,805)		(23,258)		(23,556)
Underwriting (loss) profit	(37,641)		8,946		(179,183)		15,414
Net investment income	15,289		14,959		44,726		51,145
Net realized and unrealized gains (losses) on investments	3,983		8,929		13,738		(27,885)
Amortization of intangible assets	(90)		(149)		(272)		(447)
Other income and expenses	(615)		192		(1,964)		(967)
Interest expense	(2,227)		(2,129)		(6,692)		(7,970)
(Loss) income before income taxes	$	(21,301)	$	30,748	$	(129,647)	$	29,290

9. Other Operating Expenses and Other Expenses

Other operating expenses consist of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Amortization of policy acquisition costs	$	19,951	$	16,660	$	64,830	$	62,406
Other underwriting expenses of the operating segments	15,955		13,759		48,326		47,280
Other operating expenses of the Corporate and Other segment	7,287		7,805		23,258		23,556
Total	$	43,193	$	38,224	$	136,414	$	133,242

Other expenses of $706,000 and $2.2 million for the three and nine months ended September 30, 2021 include employee severance costs, legal and other professional fees related to the Company’s May 2021 common share offering, and certain legal and professional consulting fees related to various strategic initiatives. Other expenses of $60,000 and $1.8 million for the three and nine months ended September 30, 2020 primarily consist of employee severance costs.

10. Fair Value Measurements

Three levels of inputs are used to measure fair value of financial instruments: (1) Level 1: quoted price (unadjusted) in active markets for identical assets, (2) Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument, and (3) Level 3: inputs to the valuation methodology are unobservable for the asset or liability.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair values of fixed maturity securities, equity securities, and bank loan participations have been determined using fair value prices provided by the Company’s investment accounting services provider or investment managers, who utilize internationally recognized independent pricing services. The prices provided by the independent pricing services are generally based on observable market data in active markets (e.g. broker quotes and prices observed for comparable securities). Values for U.S. Treasury and publicly-traded equity securities are generally based on Level 1 inputs which use the market approach valuation technique. The values for all other fixed maturity securities (including state and municipal securities and obligations

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

of U.S. government corporations and agencies) and bank loan participations generally incorporate significant Level 2 inputs, and in some cases, Level 3 inputs, using the market approach and income approach valuation techniques. There have been no changes in the Company’s use of valuation techniques since December 31, 2019.

The Company reviews fair value prices provided by its outside investment accounting service provider or investment managers for reasonableness by comparing the fair values provided by the managers to those provided by its investment custodian. The Company also reviews and monitors changes in unrealized gains and losses. The Company has not historically adjusted security prices. The Company obtains an understanding of the methods, models and inputs used by the investment managers and independent pricing services, and controls are in place to validate that prices provided represent fair values. The Company’s control process includes, but is not limited to, initial and ongoing evaluation of the methodologies used, a review of specific securities and an assessment for proper classification within the fair value hierarchy, and obtaining and reviewing internal control reports for our investment manager that obtains fair values from independent pricing services.

Assets measured at fair value on a recurring basis as of September 30, 2021 are summarized below:


	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
	(in thousands)
Fixed maturity securities, available-for-sale:
State and municipal	$	—	$	335,635	$	—	$	335,635
Residential mortgage-backed	—		261,075		—		261,075
Corporate	—		725,872		—		725,872
Commercial mortgage and asset-backed	—		313,158		—		313,158

U.S. Treasury securities and obligations guaranteed by the U.S. government	85,577		410		—		85,987

Total fixed maturity securities, available-for-sale	$	85,577	$	1,636,150	$	—	$	1,721,727
Equity securities:
Preferred stock	—		60,250		—		60,250
Common stock	32,806		6,772		152		39,730
Total equity securities	$	32,806	$	67,022	$	152	$	99,980

Bank loan participations	$	—	$	154,769	$	220	$	154,989
Short-term investments	$	—	$	26,942	$	—	$	26,942

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Assets measured at fair value on a recurring basis as of December 31, 2020 are summarized below:


	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
	(in thousands)
Fixed maturity securities, available-for-sale:
State and municipal	$	—	$	296,405	$	—	$	296,405
Residential mortgage-backed	—		293,848		—		293,848
Corporate	—		766,822		—		766,822
Commercial mortgage and asset-backed	—		326,719				326,719

U.S. Treasury securities and obligations guaranteed by the U.S. government	99,384		464		—		99,848

Total fixed maturity securities, available-for-sale	$	99,384	$	1,684,258	$	—	$	1,783,642
Equity securities:
Preferred stock	—		67,495		—		67,495
Common stock	15,793		5,015		672		21,480
Total equity securities	$	15,793	$	72,510	$	672	$	88,975
Bank loan participations	$	—	$	147,296	$	308	$	147,604
Short-term investments	$	—	$	130,289	$	—	$	130,289

A reconciliation of the beginning and ending balances of available-for-sale fixed maturity securities, equity securities, and bank loan participations measured at fair value on a recurring basis (as a result of the fair value option effective January 1, 2020) using significant unobservable inputs (Level 3) is shown below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Beginning balance	$	231	$	312	$	980	$	43
Transfers out of Level 3	—		(8)		—		(729)
Transfers in to Level 3	8		—		8		358
Purchases	—		—		—		703
Sales			—		(282)		—
Maturities, calls and paydowns	(23)		—		(64)		(17)
Amortization of discount	—		—		—		3
Total gains or losses (realized/unrealized):
Included in earnings	156		4		(270)		(53)
Included in other comprehensive income	—		—		—		—
Ending balance	$	372	$	308	$	372	$	308

The Company held one bank loan participation and three equity securities at September 30, 2021 and one bank loan participation and two equity securities at December 31, 2020 for which the fair value was determined using significant unobservable inputs (Level 3). A market approach using prices in trades of comparable securities was utilized to determine a fair value for the securities of $372,000 at September 30, 2021 and $980,000 at December 31, 2020.

The Company held one equity security at December 31, 2019 and one bank loan participations and one equity security at September 30, 2020 for which the fair value was determined using significant unobservable inputs (Level 3). During the three months ended September 30, 2020, the Company was able to obtain a quoted price from a pricing provider for one equity

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

security and transferred it to Level 2. A market approach using prices in trades of comparable securities was utilized to determine a fair value for the securities of $308,000 at September 30, 2020 and $43,000 at December 31, 2019.

Transfers out of Level 3 occur when the Company is able to obtain reliable prices from pricing vendors for securities for which the Company was previously unable to obtain reliable prices. Transfers in to Level 3 occur when the Company is unable to obtain reliable prices for securities from pricing vendors and instead must use broker price quotes to value the securities.

There were no transfers between Level 1 and Level 2 during the nine months ended September 30, 2021 or 2020. The Company recognizes transfers between levels at the beginning of the reporting period.

In the determination of the fair value for bank loan participations and certain high yield bonds, the Company’s investment manager endeavors to obtain data from multiple external pricing sources. External pricing sources may include brokers, dealers and price data vendors that provide a composite price based on prices from multiple dealers. Such external pricing sources typically provide valuations for normal institutional size trading units of such securities using methods based on market transactions for comparable securities, and various relationships between securities, as generally recognized by institutional dealers. For investments in which the investment manager determines that only one external pricing source is appropriate or if only one external price is available, the relevant investment is generally recorded at fair value based on such price.

Investments for which external sources are not available or are determined by the investment manager not to be representative of fair value are recorded at fair value as determined by the Company, with input from its investment managers and valuation specialists as considered necessary. In determining the fair value of such investments, the Company considers one or more of the following factors: type of security held, convertibility or exchangeability of the security, redeemability of the security (including the timing of redemptions), application of industry accepted valuation models, recent trading activity, liquidity, estimates of liquidation value, purchase cost, and prices received for securities with similar terms of the same issuer or similar issuers. At September 30, 2021 and December 31, 2020, there were no investments for which external sources were unavailable to determine fair value.

The carrying values and fair values of financial instruments are summarized below:


	September 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Assets
Fixed maturity securities, available-for-sale	$	1,721,727	$	1,721,727	$	1,783,642	$	1,783,642
Equity securities	99,980		99,980		88,975		88,975

Bank loan participations	154,989		154,989		147,604		147,604
Cash and cash equivalents	220,551		220,551		162,260		162,260
Restricted cash equivalents	10,000		10,000		859,920		859,920
Short-term investments	26,942		26,942		130,289		130,289
Other invested assets – notes receivable	13,500		17,781		4,500		5,302
Liabilities
Senior debt	262,300		250,703		262,300		250,953
Junior subordinated debt	104,055		105,675		104,055		110,612

The fair values of fixed maturity securities, equity securities, and bank loan participations have been determined using quoted market prices for securities traded in the public market or prices using bid or closing prices for securities not traded in the public marketplace. The fair values of cash and cash equivalents and short-term investments approximate their carrying values due to their short-term maturity.

The fair values of other invested assets-notes receivable, senior debt, and junior subordinated debt at September 30, 2021 and December 31, 2020 were determined by calculating the present value of expected future cash flows under the terms of the note agreements or debt agreements, as applicable, discounted at an estimated market rate of interest at September 30, 2021 and December 31, 2020, respectively.

The fair values of senior debt and junior subordinated debt at September 30, 2021 and December 31, 2020 were determined using inputs to the valuation methodology that are unobservable (Level 3).

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

11. Senior Debt

At September 30, 2021, the Company had a drawn balance of $185.8 million outstanding on the $212.5 million unsecured revolving facility in its $315.0 million senior revolving credit facility (as amended or amended and restated, the “2013 Facility”). The 2013 Facility contains certain financial and other covenants (including minimum net worth, maximum ratio of total adjusted debt outstanding to total capitalization, and financial strength ratings) with which the Company was in compliance at September 30, 2021. In the three months ended March 31, 2020, the Company drew $60.0 million on the unsecured revolver as a precautionary measure to increase the Company’s cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the coronavirus (COVID-19) outbreak. The Company repaid $30.0 million in the three months ended June 30, 2020.

At September 30, 2021, unsecured loans of $61.5 million and secured letters of credit totaling $14.0 million were outstanding under a credit agreement (the “2017 Facility”) that provides the Company with a revolving line of credit of up to $100.0 million, which may be used for loans and letters of credit made or issued, at the borrowers’ option, on a secured or unsecured basis. The 2017 Facility contains certain financial and other covenants which the Company was in compliance with at September 30, 2021. In the three months ended March 31, 2020, the Company drew $59.0 million of unsecured capacity as a precautionary measure to increase the Company’s cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the coronavirus (COVID-19) outbreak. The Company repaid $30.0 million in the three months ended June 30, 2020.

12. Capital Stock and Equity Awards

On May 10, 2021, the Company closed the offering and public sale (the “Offering”) of an aggregate of 6,497,500 of the Company’s common shares at a public offering price of $31.00 per share. The Company received net proceeds (before expenses) from the Offering of $192.1 million, which were used for general corporate purposes. The common shares were offered and sold pursuant to an underwriting agreement entered into by the Company, Barclays Capital, Inc., and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named therein.

The Company also issued 140,483 common shares in the nine months ended September 30, 2021 related to outstanding equity incentive plan awards. Of the new shares issued, 27,979 were related to employee stock option exercises and 112,504 were related to vesting of restricted share units (“RSUs”).

As a result of the Offering and the issuances related to equity incentive plan awards, the total common shares outstanding increased from 30,649,261 at December 31, 2020 to 37,287,244 at September 30, 2021.

The Company declared the following dividends during the first nine months of 2021 and 2020:


Date of Declaration	Dividend per Common Share		Payable to Shareholders of Record on	Payment Date	Total Amount (thousands)

2021
February 24, 2021	$	0.30	March 15, 2021	March 31, 2021	$	9,345
April 27, 2021	$	0.30	June 14, 2021	June 30, 2021	11,291
July 27, 2021	$	0.30	September 13, 2021	September 30, 2021	11,282
	$	0.90			$	31,918
2020
February 19, 2020	$	0.30	March 16, 2020	March 31, 2020	$	9,269
April 28, 2020	$	0.30	June 15, 2020	June 30, 2020	$	9,271
July 28, 2020	$	0.30	September 14, 2020	September 30, 2020	$	9,292
	$	0.90			$	27,832

Included in the total dividends for the nine months ended September 30, 2021 and 2020 are $317,000 and $329,000, respectively, of dividend equivalents on unvested RSUs. The balance of dividends payable on unvested RSUs was $506,000 at September 30, 2021 and $663,000 at December 31, 2020.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Equity Incentive Plans

The Company’s shareholders have approved various equity incentive plans, including the Amended and Restated 2009 Equity Incentive Plan (the “Legacy Plan”), the 2014 Long Term Incentive Plan (“2014 LTIP”), and the 2014 Non-Employee Director Incentive Plan (“2014 Director Plan”) (collectively, the “Plans”). All awards issued under the Plans are issued at the discretion of the Board of Directors. Under the Legacy Plan, employees received non-qualified stock options. Options are outstanding under the Legacy Plan; however, no additional awards may be granted.

Employees are eligible to receive non-qualified stock options, incentive stock options, share appreciation rights, performance shares, restricted shares, RSUs, and other awards under the 2014 LTIP. The maximum number of shares available for issuance under the 2014 LTIP is 4,171,150, and at September 30, 2021, 1,310,651 shares are available for grant.

Non-employee directors of the Company are eligible to receive non-qualified stock options, share appreciation rights, performance shares, restricted shares, RSUs, and other awards under the 2014 Director Plan. The maximum number of shares available for issuance under the 2014 Director Plan is 150,000, and at September 30, 2021, 94,781 shares are available for grant.

Generally, awards issued under the 2014 LTIP and 2014 Director Plan vest immediately in the event that an award recipient is terminated without Cause (as defined in the applicable plans), and in the case of the 2014 LTIP for Good Reason (as defined in the applicable plans), at any time following a Change in Control (as defined in the applicable plans).

Options

The following table summarizes option activity:


	Nine Months Ended September 30,
	2021			2020
	Shares	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price
Outstanding:
Beginning of period	463,324	$	32.25	643,851	$	30.41
Granted	—	$	—	—	$	—
Exercised	(41,392)	$	24.87	(79,615)	$	31.77
Forfeited	(29,418)	$	38.81	—	$	—
End of period	392,514	$	32.53	564,236	$	30.22
Exercisable, end of period	392,514	$	32.53	564,236	$	30.22

All of the outstanding options are fully vested (vesting period of three years from date of grant) and have a contractual life of seven years from the original date of grant. All of the outstanding options have an exercise price equal to the fair value of the underlying shares at the date of grant. The weighted-average remaining contractual life of the options outstanding and exercisable at September 30, 2021 was 1.4 years.

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JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

RSUs

The following table summarizes RSU activity:


	Nine Months Ended September 30,
	2021			2020
	Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value

Unvested, beginning of period	399,856	$	43.59	340,368	$	41.50
Granted	139,682	$	50.22	197,518	$	43.77
Vested	(165,131)	$	41.86	(156,434)	$	41.50
Forfeited	(56,575)	$	45.91	(16,846)	$	42.17
Unvested, end of period	317,832	$	47.00	364,606	$	42.70

Outstanding RSUs granted to employees vest ratably over a three year vesting period. RSUs granted to non-employee directors have a one year vesting period. The holders of RSUs are entitled to dividend equivalents. The dividend equivalents are settled in cash at the same time that the underlying RSUs vest and are subject to the same risk of forfeiture as the underlying shares. The fair value of the RSUs granted is based on the market price of the underlying shares at the date of grant.

Compensation Expense

Share based compensation expense is recognized on a straight line basis over the vesting period. The amount of expense and related tax benefit is summarized below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Share based compensation expense	$	1,476	$	2,097	$	5,243	$	5,874
U.S. tax benefit on share based compensation expense	306		287		902		786

As of September 30, 2021, the Company had $10.3 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 1.9 years.

13. Subsequent Events

On October 26, 2021, the Board of Directors declared a cash dividend of $0.30 per common share. The dividend is payable on December 31, 2021 to shareholders of record on December 13, 2021.

On October 26, 2021, the Board of Directors granted awards under the 2014 LTIP to the Company’s employees. RSUs for 22,290 shares were awarded with a fair value on the date of grant of $32.75 per share. The RSUs vest over two or three years.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors. Factors that could cause such differences are discussed in the sections entitled “Special Note Regarding Forward-Looking Statements” and Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q, or “Quarterly Report”, and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021, or for any other future period. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report, and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020.

The accompanying condensed consolidated financial statements and related notes have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and include the accounts of James River Group Holdings, Ltd. and its subsidiaries. Unless the context indicates or suggests otherwise, references to “the Company”, “we”, “us” and “our” refer to James River Group Holdings, Ltd. and its subsidiaries.

Our Business

James River Group Holdings, Ltd. is a Bermuda-based holding company. We own and operate a group of specialty insurance and reinsurance companies with the objective of generating compelling returns on tangible equity while limiting underwriting and investment volatility. We seek to accomplish this by consistently earning profits from insurance and reinsurance underwriting and generating meaningful risk-adjusted investment returns while managing our capital opportunistically.

We are organized into four reportable segments, which are separately managed business units:

•The Excess and Surplus Lines segment offers commercial excess and surplus lines liability and property insurance in every U.S. state, the District of Columbia, Puerto Rico and the U.S. Virgin Islands through James River Insurance Company and its wholly-owned subsidiary, James River Casualty Company;

•The Specialty Admitted Insurance segment approaches the insurance market in two ways: as a risk bearing underwriter, and as a “fronting” company. The Company’s risk bearing underwriting is focused on niche classes within the standard insurance markets, such as workers’ compensation coverage for residential contractors, light manufacturing operations, transportation workers and healthcare workers. In its fronting business, the Specialty Admitted segment works with distributors, such as managing general agents and other producers, by using our licensure, rating and administrative services in order to produce and service insurance policies for reinsurers and other third party risk bearing entities. We charge fees for “fronting” for these capital providers. In some instances, we retain a small percentage of the risk on fronted business, generally 10%-20%. This segment has admitted licenses and the authority to write excess and surplus lines insurance in 50 states and the District of Columbia;

•The Casualty Reinsurance segment primarily provides proportional and working layer casualty reinsurance to third parties (primarily through reinsurance intermediaries) and an aggregate stop loss reinsurance to Carolina Re Ltd (“Carolina Re”), through JRG Reinsurance Company Ltd. (“JRG Re”), both Bermuda-based reinsurance companies. JRG Re has also in the past provided reinsurance to the Company’s U.S. based insurance subsidiaries through a quota-share reinsurance agreement; Carolina Re was formed in 2018 to do this as well; and

•The Corporate and Other segment consists of the management and treasury activities of our holding companies, interest expense associated with our debt, and expenses of our holding companies, including public company expenses, that are not reimbursed by our insurance segments.

All of our insurance and reinsurance subsidiaries have financial strength ratings of “A-” (Excellent) from A.M. Best Company.

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Critical Accounting Policies and Estimates

In preparing the unaudited condensed consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ significantly from those estimates.

The most critical accounting policies involve significant estimates and include those used in determining the reserve for losses and loss adjustment expenses, investment valuation and impairment, and assumed reinsurance premiums. For a detailed discussion of each of these policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no significant changes to any of these policies during the current year.

Impact of the COVID-19 Pandemic

For a discussion of the impact of the coronavirus (COVID-19) pandemic and related economic conditions on the Company’s results for the year ended December 31, 2020, please see “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our Annual Report. The Company continues to monitor the impact that the outbreak of the coronavirus (COVID-19) pandemic may be having on the Company’s financial condition and results of operations.

Loss Portfolio Transfer Reinsurance Transaction

On September 27, 2021, James River Insurance Company and James River Casualty Company (together, “James River”) entered into a loss portfolio transfer transaction with Aleka Insurance, Inc. (“Aleka”), a captive insurance company affiliate of Rasier LLC, to reinsure substantially all of the Excess and Surplus Lines segment’s legacy portfolio of commercial auto policies previously issued to Rasier LLC and its affiliates (collectively, “Rasier”) for which James River is not otherwise indemnified by Rasier. Under the terms of the transaction, effective as of July 1, 2021, James River ceded to Aleka approximately $345.1 million of commercial auto liabilities relating to Rasier policies written in the years 2013-2019, which amount constituted the reinsurance premium. The reinsurance coverage is fully collateralized, not subject to an aggregate limit, and is subject to certain exclusions. A pre-tax loss of $29.6 million was recognized as adverse loss and loss adjustment reserve development in the Excess and Surplus Lines segment for the third quarter of 2021 associated with the loss portfolio transfer, of which $15.8 million was related to claims handling costs. The $15.8 million claims handling costs constitutes James River’s contribution to the fees of an administrator appointed by James River and Aleka to handle the claims on the Rasier commercial auto policies for the remaining life of those claims, and unallocated loss adjustment expenses required to facilitate the transition of the claims to the administrator.

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RESULTS OF OPERATIONS

The following table summarizes our results:


	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
	2021			2020			Change		2021			2020			Change
	($ in thousands)
Gross written premiums	$	346,599		$	311,852		11.1	%	$	1,100,000		$	897,332		22.6	%
Net retention (1)	45.6		%	46.5		%			47.9		%	49.7		%
Net written premiums	$	158,210		$	145,159		9.0	%	$	526,413		$	445,570		18.1	%
Net earned premiums	$	170,608		$	152,962		11.5	%	$	503,906		$	447,695		12.6	%
Losses and loss adjustment expenses	(166,078)			(106,155)			56.4	%	(549,578)			(301,757)			82.1	%
Other operating expenses	(42,171)			(37,861)			11.4	%	(133,511)			(130,524)			2.3	%
Underwriting (loss) profit (2), (3)	(37,641)			8,946			—		(179,183)			15,414			—
Net investment income	15,289			14,959			2.2	%	44,726			51,145			(12.6)	%
Net realized and unrealized gains (losses) on investments	3,983			8,929			(55.4)	%	13,738			(27,885)			—
Other income and expense	(615)			192			—		(1,964)			(967)			103.1	%
Interest expense	(2,227)			(2,129)			4.6	%	(6,692)			(7,970)			(16.0)	%
Amortization of intangible assets	(90)			(149)			(39.6)	%	(272)			(447)			(39.1)	%
(Loss) income before taxes	(21,301)			30,748			—		(129,647)			29,290			—
Income tax expense (benefit)	2,588			4,465			(42.0)	%	(23,141)			4,208			—
Net (loss) income	$	(23,889)		$	26,283		—		$	(106,506)		$	25,082		—
Adjusted net operating (loss) income (4)	$	(26,814)		$	17,382		—		$	(116,780)		$	50,179		—
Ratios:
Loss ratio	97.3		%	69.4		%			109.1		%	67.4		%
Expense ratio	24.8		%	24.8		%			26.5		%	29.2		%
Combined ratio	122.1		%	94.2		%			135.6		%	96.6		%
Accident year loss ratio (5)	71.5		%	66.6		%			67.2		%	66.0		%
Accident year loss ratio ex-cat (6)	68.6		%	66.6		%			66.2		%	66.0		%

(1)Net retention is defined as the ratio of net written premiums to gross written premiums.

(2)Underwriting (loss) profit is a non-GAAP measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation to (loss) income before taxes and for additional information.

(3)Included in underwriting results for the three and nine months ended September 30, 2021 is gross fee income of $5.6 million and $16.2 million, respectively ($4.6 million and $15.8 million in the respective prior year periods).

(4)Adjusted net operating (loss) income is a non-GAAP measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation to net (loss) income and for additional information.

(5)Accident year loss ratio is defined as the ratio of losses and loss adjustment expenses for the current accident year (excluding development on prior accident year reserves) to net earned premiums.

(6)Accident year loss ratio excluding the $5.0 million of net catastrophe losses related to Hurricane Ida in the three and nine months ended September 30, 2021.

Three Months Ended September 30, 2021 and 2020

The Company had an underwriting loss of $37.6 million for the three months ended September 30, 2021 compared to an underwriting profit of $8.9 million for the same period in the prior year. Several significant items negatively impacted the underwriting results for the current quarter. They include the following:

•The loss portfolio transfer transaction effective July 1, 2021 (discussed above) resulted in a $29.6 million pre-tax loss in the current quarter that was recognized as adverse loss and loss adjustment reserve development, of which $15.8 million related to claims handling costs, in the Excess and Surplus Lines segment.

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•Net adverse reserve development in the Casualty Reinsurance segment of $15.1 million, primarily associated with treaties the Company has exited.

•$8.1 million of reinstatement premium, including $6.4 million triggered by one claim on a 2019 excess of loss treaty in the Excess and Surplus Lines segment. The reinstatement premium reduced net written and net earned premium in the quarter, and increased the underwriting loss.

•$5.0 million of net catastrophe losses related to Hurricane Ida, primarily in the Company's Excess Property book in the Excess and Surplus Lines segment.

The results for the three months ended September 30, 2021 and 2020 also include certain non-operating items that are significant to the Company. These items (on a pre-tax basis) include:

•Net realized and unrealized investment gains of $4.0 million and $8.9 million for the three months ended September 30, 2021 and 2020, respectively. The net realized and unrealized investment gains for the three months ended September 30, 2021 include $643,000 and $375,000 related to changes in unrealized gains and losses on equity securities and bank loan participations, respectively ($2.4 million and $9.7 million for the three months ended September 30, 2020, respectively). See “— Investing Results" for more information on these realized and unrealized investment gains.

We define adjusted net operating (loss) income as net (loss) income excluding net realized and unrealized gains (losses) on investments, and certain non-operating expenses such as professional service fees related to various strategic initiatives and the filing of registration statements for the offering of securities, and severance costs associated with terminated employees. We use adjusted net operating (loss) income 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 our underlying business performance. Adjusted net operating (loss) income should not be viewed as a substitute for net (loss) income calculated in accordance with GAAP, and our definition of adjusted net operating (loss) income may not be comparable to that of other companies.

Our (loss) income before taxes and net (loss) income reconcile to our adjusted net operating (loss) income as follows:


	Three Months Ended September 30,
	2021				2020
	Loss Before Taxes		Net Loss		Income Before Taxes		Net Income
	($ in thousands)
(Loss) income as reported	$	(21,301)	$	(23,889)	$	30,748	$	26,283
Net realized and unrealized investment gains	(3,983)		(3,422)		(8,929)		(8,824)
Other expenses	625		497		(21)		(77)
Adjusted net operating (loss) income	$	(24,659)	$	(26,814)	$	21,798	$	17,382

Combined Ratios

The combined ratio is a measure of underwriting performance and represents the relationship of incurred losses, loss adjustment expenses and other operating expenses to net earned premiums. Our combined ratio for the three months ended September 30, 2021 was 122.1%. A combined ratio of less than 100% indicates an underwriting profit, while a combined ratio greater than 100% reflects an underwriting loss. The combined ratio for the three months ended September 30, 2021 includes $44.1 million, or 25.8 percentage points, of net adverse reserve development on prior accident years, including $29.5 million of net adverse loss and loss adjustment reserve development from the Excess and Surplus Lines segment, $500,000 of net favorable reserve development from the Specialty Admitted Insurance segment, and $15.1 million of net adverse reserve development from the Casualty Reinsurance segment, primarily associated with treaties the Company has exited. As discussed above, $29.6 million (17.3 points) of the adverse loss and loss adjustment reserve development in the Excess and Surplus Lines segment, of which $15.8 million related to claims handling costs, was associated with the loss portfolio transfer effective July 1, 2021. The combined ratio for the current quarter was also negatively impacted by the aforementioned $8.1 million (5.5 points) of reinstatement premium, and $5.0 million (2.9 points) of net catastrophe losses related to Hurricane Ida.

The combined ratio for the three months ended September 30, 2020 was 94.2%. The combined ratio for the three months ended September 30, 2020 includes $4.2 million, or 2.8 percentage points, of net adverse reserve development on prior accident years, including $27,000 of net adverse reserve development from the Excess and Surplus Lines segment, $2.0 million of net favorable reserve development from the Specialty Admitted Insurance segment, and $6.2 million of net adverse reserve development from the Casualty Reinsurance segment.

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All of the Company’s U.S.-domiciled insurance subsidiaries are party to an intercompany pooling agreement that distributes the net underwriting results among the group companies based on their approximate pro-rata level of statutory capital and surplus to the total Company statutory capital and surplus. Additionally, each of the Company’s U.S.-domiciled insurance subsidiaries is a party to a quota share reinsurance agreement that in periods prior to January 1, 2018 ceded 70% of their premiums and losses to JRG Re, and starting January 1, 2018, ceded 70% of their premiums and losses to Carolina Re, an entity domiciled in Bermuda that made an irrevocable election to be taxed as a U.S. domestic corporation under Section 953(d) of the Internal Revenue Code of 1986, as amended, effective January 1, 2018. JRG Re also provides aggregate stop loss reinsurance to Carolina Re. We report all segment information in this ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ prior to the effects of intercompany reinsurance, consistent with the manner in which we evaluate the operating performance of our reportable segments.

Expense Ratios

Our expense ratio was 24.8% for both the three months ended September 30, 2021 and 2020. The expense ratio for the current quarter reflects a 10.9% increase in the Core E&S net earned premiums of the Excess and Surplus Lines segment including in lines that have meaningful ceding commissions. Gross fee income for the Specialty Admitted Insurance segment increased from $4.6 million in the prior year quarter to $5.6 million in the current quarter driven by new fronting programs and growth in existing fronting programs. The expense ratio for the Specialty Admitted Insurance segment also benefited from a reduction in bad debt expense and true ups to various accruals for state taxes and fees in the quarter.

Nine Months Ended September 30, 2021 and 2020

The Company had an underwriting loss of $179.2 million for the nine months ended September 30, 2021. This compares to an underwriting profit of $15.4 million for the same period in the prior year. Net adverse reserve development on prior accident years was the principal driver of the current year underwriting loss. Underwriting results for the nine months ended September 30, 2021 include $210.8 million of net adverse reserve development on prior accident years, including $190.7 million of net adverse development from the Excess and Surplus Lines segment almost entirely related to a previous commercial auto account, and $22.6 million of net adverse development from the Casualty Reinsurance segment, primarily associated with treaties the Company has exited. As discussed above, $29.6 million of the adverse loss and loss adjustment reserve development in the Excess and Surplus Lines segment, of which $15.8 million related to claims handling costs, was associated with the loss portfolio transfer effective July 1, 2021. Underwriting results for the nine months ended September 30, 2020 included $6.2 million of net adverse reserve development on prior accident years. The underwriting results for the current year were also negatively impacted by the $8.1 million of reinstatement premium and $5.0 million of net catastrophe losses related to Hurricane Ida in the third quarter of 2021.

The results for the nine months ended September 30, 2021 and 2020 also include certain non-operating items that are significant to the Company. These items (on a pre-tax basis) include:

•Net realized and unrealized investment gains (losses) of $13.7 million and $(27.9) million for the nine months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021, net realized and unrealized gains on investments include $3.8 million and $6.6 million related to changes in unrealized gains and losses on equity securities and bank loan participations, respectively ($(6.9) million and $(7.6) million related to changes in unrealized gains and losses for the nine months ended September 30, 2020, respectively). See “— Investing Results" for more information on these realized and unrealized investment gains (losses).

•Other expenses were $2.0 million and $1.7 million for the nine months ended September 30, 2021 and 2020, respectively, and include employee severance costs, legal and other professional fees related to the Company's May 2021 common share offering, and certain legal and professional consulting fees related to various strategic initiatives.

Our (loss) income before taxes and net (loss) income reconcile to our adjusted net operating (loss) income as follows:


	Nine Months Ended September 30,
	2021				2020
	Loss Before Taxes		Net Loss		Income Before Taxes		Net Income
	($ in thousands)
(Loss) income as reported	$	(129,647)	$	(106,506)	$	29,290	$	25,082
Net realized and unrealized investment (gains) losses	(13,738)		(11,914)		27,885		23,646
Other expenses	1,963		1,640		1,711		1,451
Adjusted net operating (loss) income	$	(141,422)	$	(116,780)	$	58,886	$	50,179

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Combined Ratios

Our combined ratio for the nine months ended September 30, 2021 was 135.6%. The combined ratio for the nine months ended September 30, 2021 includes $210.8 million, or 41.8 percentage points, of net adverse reserve development on prior accident years, including $190.7 million of net adverse reserve development from the Excess and Surplus Lines segment, $2.5 million of net favorable reserve development from the Specialty Admitted Insurance segment, and $22.6 million of net adverse reserve development from the Casualty Reinsurance segment, primarily associated with treaties the Company has exited. As discussed above, $29.6 million (5.9 points) of the adverse loss and loss adjustment reserve development in the Excess and Surplus Lines segment, of which $15.8 million related to claims handling costs, was associated with the loss portfolio transfer effective July 1, 2021. The combined ratio for the current year was also negatively impacted by the $8.1 million (2.1 points) of reinstatement premium and $5.0 million (1.0 points) of net catastrophe losses related to Hurricane Ida in the third quarter of 2021.

The combined ratio for the nine months ended September 30, 2020 was 96.6%. The combined ratio for the nine months ended September 30, 2020 includes $6.2 million, or 1.4 percentage points, of net adverse reserve development on prior accident years, including $2.8 million of net favorable reserve development from the Excess and Surplus Lines segment, $4.0 million of net favorable reserve development from the Specialty Admitted Insurance segment, and $13.1 million of net adverse reserve development from the Casualty Reinsurance segment.

Expense Ratios

Our expense ratio decreased from 29.2% for the nine months ended September 30, 2020 to 26.5% for the nine months ended September 30, 2021. The decrease reflects a 15.2% increase in the Core E&S net earned premiums of the Excess and Surplus Lines segment including in lines that have meaningful ceding commissions. Our Excess and Surplus Lines segment has significant scale and produces a lower expense ratio than our other operating segments. The Excess and Surplus Lines segment is our largest segment and makes up 69.7% of consolidated net earned premiums for the nine months ended September 30, 2021 compared to 68.2% for the nine months ended September 30, 2020. Gross fee income for the Company increased from $15.8 million for the nine months ended September 30, 2020 to $16.2 million for the nine months ended September 30, 2021 driven by $2.0 million higher fee income in the Specialty Admitted Insurance segment due to new fronting programs and growth in existing fronting programs, and partially offset by the termination of a commercial auto account which resulted in a $1.6 million decline of gross fee income in the Excess and Surplus Lines segment.

Premiums

Insurance premiums are earned ratably over the terms of our insurance policies, generally twelve months. Reinsurance premiums assumed are earned over the terms of the underlying policies or reinsurance contracts. Reinsurance contracts written on a “losses occurring” basis cover claims that may occur during the term of the contract or underlying insurance policy, which is typically twelve months. Reinsurance contracts which are written on a “risks attaching” basis cover claims which attach to the underlying insurance policies written during the terms of such contracts. Premiums earned on such contracts usually extend beyond the original term of the reinsurance contract, typically resulting in recognition of premiums earned over a 24-month period or more in proportion to the level of underlying exposure.

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The following table summarizes the change in premium volume by component and business segment:


	Three Months Ended September 30,				%		Nine Months Ended September 30,				%
	2021		2020		Change		2021		2020		Change
	($ in thousands)
Gross written premiums:
Excess and Surplus Lines	$	217,673	$	179,458	21.3	%	$	613,045	$	502,649	22.0	%
Specialty Admitted Insurance	121,175		112,589		7.6	%	377,400		303,831		24.2	%
Casualty Reinsurance	7,751		19,805		(60.9)	%	109,555		90,852		20.6	%
	$	346,599	$	311,852	11.1	%	$	1,100,000	$	897,332	22.6	%
Net written premiums:
Excess and Surplus Lines	$	127,881	$	109,170	17.1	%	$	371,477	$	328,190	13.2	%
Specialty Admitted Insurance	22,578		16,184		39.5	%	66,081		42,279		56.3	%
Casualty Reinsurance	7,751		19,805		(60.9)	%	88,855		75,101		18.3	%
	$	158,210	$	145,159	9.0	%	$	526,413	$	445,570	18.1	%
Net earned premiums:
Excess and Surplus Lines	$	119,760	$	104,933	14.1	%	$	351,413	$	305,521	15.0	%
Specialty Admitted Insurance	19,704		14,985		31.5	%	54,656		42,660		28.1	%
Casualty Reinsurance	31,144		33,044		(5.7)	%	97,837		99,514		(1.7)	%
	$	170,608	$	152,962	11.5	%	$	503,906	$	447,695	12.6	%

Gross written premiums for the Excess and Surplus Lines segment (which represents 55.7% of our consolidated gross written premiums in the nine months ended September 30, 2021) increased 21.3% and 22.0% from the corresponding three and nine month periods in the prior year, respectively. Policy submissions excluding commercial auto policies were higher by 0.2% and 15.1% more policies were bound in the nine months ended September 30, 2021 than in the nine months ended September 30, 2020. Renewal rates for the Excess and Surplus Lines segment were up 14.5% compared to the nine months ended September 30, 2020. The change in gross written premiums compared to the same period in 2020 was notable in several divisions as shown below:


	Three Months Ended September 30,				%		Nine Months Ended September 30,				%
	2021		2020		Change		2021		2020		Change
	($ in thousands)
Excess Casualty	$	73,170	$	62,492	17.1	%	$	204,704	$	146,293	39.9	%
Manufacturers & Contractors	34,539		30,833		12.0	%	102,017		90,878		12.3	%
General Casualty	31,899		26,817		19.0	%	103,120		93,708		10.0	%
Excess Property	10,787		8,259		30.6	%	35,306		28,342		24.6	%
Allied Health	9,049		6,932		30.5	%	27,885		21,358		30.6	%
Small Business	8,116		6,343		28.0	%	24,201		18,453		31.1	%
Sports & Entertainment	2,451		912		168.8	%	6,726		3,650		84.3	%
All other Core E&S divisions	29,569		27,151		8.9	%	78,218		76,425		2.3	%
Total Core E&S divisions	199,580		169,739		17.6	%	582,177		479,107		21.5	%
Commercial Auto	$	18,093	$	9,719	86.2	%	30,868		23,542		31.1	%
Excess and Surplus Lines gross written premium	$	217,673	$	179,458	21.3	%	$	613,045	$	502,649	22.0	%

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The components of gross written premiums for the Specialty Admitted Insurance segment (which represents 34.3% of our consolidated gross written premiums for the nine months ended September 30, 2021) are as follows:


	Three Months Ended September 30,				%		Nine Months Ended September 30,				%
	2021		2020		Change		2021		2020		Change
	($ in thousands)
Individual risk workers’ compensation premium	$	13,461	$	16,033	(16.0)	%	$	43,897	$	49,670	(11.6)	%
Fronting and program premium	107,714		96,556		11.6	%	333,503		254,161		31.2	%
Specialty Admitted gross written premium	$	121,175	$	112,589	7.6	%	$	377,400	$	303,831	24.2	%

The premium growth in fronting and programs was driven by new fronting relationships that generated $12.8 million and $40.5 million of gross written premium in the three and nine months ended September 30, 2021, respectively, and growth in existing relationships (excluding our largest fronting relationship) which generated increases of $1.2 million and $40.6 million, respectively. Our largest fronting relationship produced $30.7 million and $94.9 million of gross written premium for the three and nine months ended September 30, 2021, respectively, compared to $33.4 million and $96.3 million for the three and nine months ended September 30, 2020 and represented 25.2% of the segment's gross written premium in the nine months ended September 30, 2021 down from 31.7% in the nine months ended September 30, 2020. The decrease in individual risk workers' compensation gross written premiums in the three and nine months ended September 30, 2021 reflects the Company's decision to exit certain northeastern states.

Gross written premiums for the Casualty Reinsurance segment (which represents 10.0% of our consolidated gross written premiums in the first nine months of 2021) decreased 60.9% and increased 20.6% from the corresponding three and nine month periods in the prior year, respectively. The decrease quarter over quarter was driven by a change in renewal period for one treaty and negative written premium adjustments on prior year treaties. The increase in gross written premiums year over year was largely due to higher renewal premiums on a few treaties and a change in renewal date for one treaty. The Casualty Reinsurance segment generally writes large casualty-focused treaties that are expected to have lower volatility relative to property and catastrophe treaties. We rarely write stand-alone property reinsurance. When treaties that include property exposure are written, we utilize property occurrence caps, inuring reinsurance protection and low individual risk limits to minimize exposure.

Net Retention

The ratio of net written premiums to gross written premiums is referred to as our net premium retention. Our net premium retention is summarized by segment as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Excess and Surplus Lines	58.7	%	60.8	%	60.6	%	65.3	%
Specialty Admitted Insurance	18.6	%	14.4	%	17.5	%	13.9	%
Casualty Reinsurance	100.0	%	100.0	%	81.1	%	82.7	%
Total	45.6	%	46.5	%	47.9	%	49.7	%

The net premium retention for the Excess and Surplus Lines segment decreased for the three and nine months ended September 30, 2021 as compared to the prior year periods primarily due to growth in written premium in the Excess Casualty underwriting division, which has a higher percentage of ceded premium than our other divisions. The $8.1 million of reinstatement premium in the current third quarter reduced net written premium and the retention for the quarter and year to date.

The net premium retention for the Specialty Admitted Insurance segment increased for the three and nine months ended September 30, 2021 as compared to the respective periods in the prior year primarily due to higher retentions in the fronting business. The net retention on the segment’s fronting business was 17.7% and 16.3% for the three and nine months ended September 30, 2021, respectively (11.9% and 10.8% for the three and nine months ended September 30, 2020, respectively). The net retention on the individual risk workers’ compensation business was 25.7% and 27.1% for the three and nine months ended September 30, 2021, respectively (29.5% and 29.7% for the three and nine months ended September 30, 2020, respectively).

The net premium retention for the Casualty Reinsurance segment for the nine months ended September 30, 2021 and 2020, respectively, reflects the impact of one retrocessional treaty/fronting arrangement under which 100% of the premiums are

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ceded. Ceded written premiums under the treaty were $20.7 million in the first quarter of 2021 compared to $15.8 million in the first quarter of 2020.

Underwriting Results

The following table compares our combined ratios by segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Excess and Surplus Lines	118.0	%	85.2	%	141.4	%	87.0	%
Specialty Admitted Insurance	84.3	%	87.6	%	88.1	%	94.6	%
Casualty Reinsurance	138.2	%	102.1	%	117.2	%	103.1	%
Total	122.1	%	94.2	%	135.6	%	96.6	%

Excess and Surplus Lines Segment

Results for the Excess and Surplus Lines segment are as follows:


	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
	2021			2020			Change		2021			2020			Change
	($ in thousands)
Gross written premiums	$	217,673		$	179,458		21.3	%	$	613,045		$	502,649		22.0	%
Net written premiums	$	127,881		$	109,170		17.1	%	$	371,477		$	328,190		13.2	%
Net earned premiums	$	119,760		$	104,933		14.1	%	$	351,413		$	305,521		15.0	%
Losses and loss adjustment expenses	(117,214)			(69,938)			67.6	%	(428,550)			(198,877)			115.5	%
Underwriting expenses	(24,073)			(19,414)			24.0	%	(68,419)			(66,856)			2.3	%
Underwriting (loss) profit (1), (2)	$	(21,527)		$	15,581		—		$	(145,556)		$	39,788		—
Ratios:
Loss ratio	97.9		%	66.7		%			122.0		%	65.1		%
Expense ratio	20.1		%	18.5		%			19.4		%	21.9		%
Combined ratio	118.0		%	85.2		%			141.4		%	87.0		%
Accident year loss ratio	73.2		%	66.6		%			67.7		%	66.0		%
Accident year loss ratio ex-cat (3)	69.0		%	66.6		%			66.3		%	66.0		%

(1)Underwriting (Loss) Profit is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation to (loss) income before tax and for additional information.

(2)Underwriting results for the three and nine months ended September 30, 2020 include gross fee income of $— and $1.6 million, respectively, related to Rasier, a former commercial auto account (none for the three and nine months ended September 30, 2021).

(3)Accident year loss ratio excluding the $5.0 million of net catastrophe losses related to Hurricane Ida in the three and nine months ended September 30, 2021.

The loss ratio of 97.9% for the three months ended September 30, 2021 includes $29.5 million of net adverse reserve development (24.7 percentage points) in our loss estimates for prior accident years. The loss ratio of 122.0% for the nine months ended September 30, 2021 includes $190.7 million of net adverse reserve development (54.3 percentage points) in our loss estimates for prior accident years, including $9.4 million of net favorable development on Core E&S lines of business and $200.1 million of net adverse development on commercial auto business that was almost entirely related to a previously canceled account that has been runoff since 2019. The reported losses on this terminated commercial auto account meaningfully exceeded our expectations in the three months ended March 31, 2021. We had expected that reported losses would decline as the account moved further into runoff, but the continued heavy reported loss emergence in the first quarter of 2021 indicated more inherent severity than anticipated. In response, we meaningfully adjusted our actuarial methodology, resulting in a significant strengthening of reserves for this account ($169.9 million of net adverse development was recorded in the first quarter). In prior quarters, our actuarial work for this terminated commercial auto account had been based on industry data, pricing data, experience data, average claims severity data, and blended methodologies. However, the continuation of the highly elevated reported losses in the first quarter of 2021 led us to conclude that using only our own loss experience in our paid and incurred reserve projections rather than the array of inputs that we had used in prior quarters, and giving greater weight to

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incurred methods, would give us a better estimate of ultimate losses on this account. In the third quarter, James River entered into a loss portfolio transfer transaction with Aleka to reinsure substantially all of the Excess and Surplus Lines segment's legacy portfolio of commercial auto policies previously issued to Rasier for which James River is not otherwise indemnified by Rasier. Under the terms of the transaction, effective as of July 1, 2021, James River ceded to Aleka approximately $345.1 million of commercial auto liabilities relating to Rasier policies written in the years 2013-2019, and subject to certain exclusions. A pre-tax loss of $29.6 million was recognized as adverse loss and loss adjustment reserve development in the Excess and Surplus Lines segment for the third quarter of 2021 associated with the loss portfolio transfer, of which $15.8 million related to claims handling costs. The $15.8 million claims handling costs constitutes James River’s contribution to the fees of a third party claims administrator appointed by James River and Aleka to handle the claims on the Rasier commercial auto policies for the remaining life of those claims, and unallocated loss adjustment expenses required to facilitate the transition of the claims to the third party claims manager. The loss ratio for the three and nine months ended September 30, 2021 also includes 4.2 and 1.4 points, respectively, related to the $5.0 million of Hurricane Ida losses recorded in the third quarter of 2021. The loss ratios of 66.7% and 65.1% for the three and nine months ended September 30, 2020 include $27,000 of net adverse and $2.8 million of net favorable (0.0 and 0.9 percentage points, respectively) reserve development in our loss estimates for prior accident years.

The expense ratio for this segment was 20.1% and 19.4% for the three and nine months ended September 30, 2021, respectively, compared to 18.5% and 21.9% for the three and nine months ended September 30, 2020, respectively. The current year expense ratios reflect increases of 10.9% and 15.2%, respectively, in Core E&S net earned premiums including in lines that have meaningful ceding commissions. Gross fee income related to a former commercial auto account contributed to reductions in the expense ratio of 0.0 and 0.5 percentage points for the three and nine months ended September 30, 2020, respectively (none for the three and nine months ended September 30, 2021).

As a result of the items discussed above, the underwriting results of the Excess and Surplus Lines segment declined from underwriting profits of $15.6 million and $39.8 million for the three and nine months ended September 30, 2020, respectively, to underwriting losses of $21.5 million and $145.6 million for the three and nine months ended September 30, 2021, respectively.

Specialty Admitted Insurance Segment

Results for the Specialty Admitted Insurance segment are as follows:


	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
	2021			2020			Change		2021			2020			Change
	($ in thousands)
Gross written premiums	$	121,175		$	112,589		7.6	%	$	377,400		$	303,831		24.2	%
Net written premiums	$	22,578		$	16,184		39.5	%	$	66,081		$	42,279		56.3	%
Net earned premiums	$	19,704		$	14,985		31.5	%	$	54,656		$	42,660		28.1	%
Losses and loss adjustment expenses	(15,263)			(10,745)			42.0	%	(39,371)			(31,209)			26.2	%
Underwriting expenses	(1,357)			(2,381)			(43.0)	%	(8,797)			(9,150)			(3.9)	%
Underwriting profit (1), (2)	$	3,084		$	1,859		65.9	%	$	6,488		$	2,301		182.0	%
Ratios:
Loss ratio	77.5		%	71.7		%			72.0		%	73.2		%
Expense ratio	6.8		%	15.9		%			16.1		%	21.4		%
Combined ratio	84.3		%	87.6		%			88.1		%	94.6		%
Accident year loss ratio	80.0		%	85.1		%			76.6		%	82.6		%

(1)Underwriting Profit is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation to income before tax and for additional information.

(2)Underwriting results include gross fee income of $5.6 million and $16.2 million for the three and nine months ended September 30, 2021, respectively ($4.6 million and $14.2 million for the same periods in the prior year).

The loss ratios of 77.5% and 72.0% for the three and nine months ended September 30, 2021 include $500,000 and $2.5 million (2.5 and 4.6 percentage points), respectively, of net favorable development in our loss estimates for prior accident years. The loss ratios of 71.7% and 73.2% for the three and nine months ended September 30, 2020 include $2.0 million and $4.0 million (13.3 and 9.4 percentage points), respectively, of net favorable development in our loss estimates for prior accident years. The favorable reserve development for both periods reflects the fact that actual loss emergence of the workers’ compensation book has been better than expected.

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The expense ratio of the Specialty Admitted Insurance segment was 6.8% and 16.1% for the three and nine months ended September 30, 2021, respectively, compared to the prior year ratios of 15.9% and 21.4%, respectively. The improvement was driven by the growth in net earned premiums and higher fee income, which increased 21.5% and 13.9% over the respective three and nine month periods in the prior year due to the growth in our fronting business. In addition, the segment benefited from current quarter adjustments to the allowance for doubtful accounts, premium taxes, and assessments which together represented a 9.9 and 3.6 percentage point decrease in the segment expense ratio for the current quarter and year to date, respectively. In the prior year, underwriting results in the nine months ended September 30, 2020 were favorably impacted by a $1.2 million adjustment to fee income on one fronted program (a reduction in commission expense, representing a 2.8 point reduction in the combined ratio for the period).

As a result of the items discussed above, the Specialty Admitted Insurance segment had an underwriting profit of $3.1 million and $6.5 million for the three and nine months ended September 30, 2021, respectively, compared to an underwriting profit of $1.9 million and $2.3 million for the three and nine months ended September 30, 2020, respectively.

Casualty Reinsurance Segment

Results for the Casualty Reinsurance segment are as follows:


	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
	2021			2020			Change		2021			2020			Change
	($ in thousands)
Gross written premiums	$	7,751		$	19,805		(60.9)	%	$	109,555		$	90,852		20.6	%
Net written premiums	$	7,751		$	19,805		(60.9)	%	$	88,855		$	75,101		18.3	%
Net earned premiums	$	31,144		$	33,044		(5.7)	%	$	97,837		$	99,514		(1.7)	%
Losses and loss adjustment expenses	(33,601)			(25,472)			31.9	%	(81,657)			(71,671)			13.9	%
Underwriting expenses	(9,454)			(8,261)			14.4	%	(33,037)			(30,962)			6.7	%
Underwriting loss (1)	$	(11,911)		$	(689)		1,628.7	%	$	(16,857)		$	(3,119)		440.5	%
Ratios:
Loss ratio	107.9		%	77.1		%			83.5		%	72.0		%
Expense ratio	30.3		%	25.0		%			33.7		%	31.1		%
Combined ratio	138.2		%	102.1		%			117.2		%	103.1		%
Accident year loss ratio	59.5		%	58.3		%			60.4		%	58.9		%

(1)Underwriting Loss is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation to loss before tax and for additional information.

The Casualty Reinsurance segment focuses on lower volatility, proportional reinsurance which requires larger ceding commissions resulting in a higher commission expense than in our other segments.

The loss ratios of 107.9% and 83.5% for the three and nine months ended September 30, 2021, respectively, include $15.1 million and $22.6 million (48.4 and 23.1 percentage points), respectively, of net adverse development in our loss estimates for prior accident years, primarily associated with treaties that the Company has exited. The loss ratios of 77.1% and 72.0% for the three and nine months ended September 30, 2020, respectively, include $6.2 million and $13.1 million (18.8 and 13.1 percentage points), respectively, of net adverse development in our loss estimates for prior accident years.

The expense ratio of the Casualty Reinsurance segment was 30.3% and 33.7% for the three and nine months ended September 30, 2021, respectively, compared to 25.0% and 31.1% in the respective prior year periods. Commission slide adjustments related to incurred losses decreased the expense ratio by 1.9 points and increased the expense ratio by 0.8 points in the three and nine months ended September 30, 2021, respectively, compared to decreases of 8.7 points and 3.4 points in the three and nine months ended September 30, 2020, respectively. A higher proportion of treaties with adverse development have reached the slide maximums in the current year, thus the slide adjustments are providing less offset despite the higher adverse development in the current year periods.

As a result of the items discussed above, underwriting results for the Casualty Reinsurance segment declined from underwriting losses of $689,000 and $3.1 million for the three and nine months ended September 30, 2020, respectively, to underwriting losses of $11.9 million and $16.9 million for the three and nine months ended September 30, 2021, respectively.

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Reserves

An indicator of reserve strength that we monitor closely is the percentage of our gross and net loss reserves that are comprised of incurred but not reported (“IBNR”) reserves.

The Company’s gross reserve for losses and loss adjustment expenses at September 30, 2021 was $2,596.8 million. Of this amount, 60.6% relates to amounts that are IBNR. This amount was 58.7% at December 31, 2020. The Company’s gross reserves for losses and loss adjustment expenses by segment are summarized as follows:


	Gross Reserves at September 30, 2021
	Case		IBNR		Total
	($ in thousands)
Excess and Surplus Lines	$	604,644	$	998,541	$	1,603,185
Specialty Admitted Insurance	279,713		388,177		667,890
Casualty Reinsurance	139,959		185,795		325,754
Total	$	1,024,316	$	1,572,513	$	2,596,829

At September 30, 2021, the amount of net reserves prior to the $515,000 allowance for uncollectible reinsurance recoverables of $1,247.5 million that related to IBNR was 62.9%. This amount was 55.3% at December 31, 2020. The Company’s net reserves for losses and loss adjustment expenses by segment are summarized as follows:


	Net Reserves at September 30, 2021
	Case		IBNR		Total
	($ in thousands)
Excess and Surplus Lines	$	285,137	$	546,035	$	831,172
Specialty Admitted Insurance	40,421		61,068		101,489
Casualty Reinsurance	136,668		178,121		314,789
Total	$	462,226	$	785,224	$	1,247,450

Other Operating Expenses

In addition to the underwriting, acquisition, and insurance expenses of the Excess and Surplus Lines segment, the Specialty Admitted Insurance segment, and the Casualty Reinsurance segment discussed previously, other operating expenses also include the expenses of the Corporate and Other segment.

Corporate and Other Segment

Other operating expenses for the Corporate and Other segment include personnel costs associated with the Bermuda and U.S. holding companies, professional fees, and various other corporate expenses that are included in our calculation of our expense ratio and our combined ratio. Other operating expenses of the Corporate and Other segment represent the expenses of both the Bermuda and U.S. holding companies that were not reimbursed by our subsidiaries, including costs associated with our internal quota share, rating agencies and strategic initiatives. These costs vary from period-to-period based on the status of these initiatives.

Total operating expenses of the Corporate and Other segment were $7.3 million and $23.3 million for the three and nine months ended September 30, 2021, respectively, compared to $7.8 million and $23.6 million for the same periods in the prior year.

Investing Results

Net investment income was $15.3 million and $44.7 million for the three and nine months ended September 30, 2021, respectively, compared to $15.0 million and $51.1 million for the same periods in the prior year. The Company's private investments generated income of $1.8 million and $2.9 million for the three and nine months ended September 30, 2021, respectively, compared to income of $533,000 and $1.5 million in the respective prior year periods. Excluding private investments, our net investment income for the three and nine months ended September 30, 2021 decreased 6.2% and 15.8% from the prior year, respectively, principally due to lower investment income from restricted cash equivalents, bank loan participations (resulting from a smaller portfolio following sales in the second quarter of the prior year to reduce exposure to this asset class) and lower investment yields. The average duration of our portfolio excluding restricted cash equivalents was 4.1 years at September 30, 2021.

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Major categories of the Company’s net investment income are summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	($ in thousands)
Fixed maturity securities	$	10,437	$	11,359	$	32,683	$	33,424
Bank loan participations	2,836		2,396		8,230		9,668
Equity securities	1,225		1,246		3,636		3,677
Other invested assets:
Renewable energy investments	918		21		636		1,134
Other private investments	842		512		2,292		360
	1,760		533		2,928		1,494
Cash, cash equivalents, restricted cash equivalents and short-term investments	59		456		232		6,470
Gross investment income	16,317		15,990		47,709		54,733
Investment expense	(1,028)		(1,031)		(2,983)		(3,588)
Net investment income	$	15,289	$	14,959	$	44,726	$	51,145

The following table summarizes our investment returns:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Annualized gross investment yield on:
Average cash and invested assets	2.7	%	2.7	%	2.8	%	2.9	%
Average fixed maturity securities	2.7	%	2.8	%	2.8	%	3.0	%

Of our total cash and invested assets of $2,281.9 million at September 30, 2021 (excluding restricted cash equivalents), $220.6 million represents the cash and cash equivalents portion of the portfolio. The majority of the portfolio, or $1,721.7 million, is comprised of fixed maturity securities that are classified as available-for-sale and carried at fair value with unrealized gains and losses on these securities reported, net of applicable taxes, as a separate component of accumulated comprehensive income. Also included in our investments are $155.0 million of bank loan participations, $100.0 million of equity securities, $26.9 million of short-term investments, and $57.7 million of other invested assets.

In connection with the adoption of ASU 2016-13 on January 1, 2020, the Company elected the fair value option in accounting for its portfolio of bank loan participations. Under the fair value option, bank loan participations are measured at fair value, and changes in unrealized gains and losses in bank loan participations are reported in our income statement as net realized and unrealized gains (losses) on investments.

Bank loan participations generally provide a higher yield than our portfolio of fixed maturity securities and are primarily senior, secured floating-rate debt rated “BB”, “B”, or “CCC” by Standard & Poor’s or an equivalent rating from another nationally recognized statistical rating organization, and are therefore below investment grade. Bank loans include assignments of and participations in, performing and non-performing senior corporate debt generally acquired through primary bank syndications and in secondary markets. They consist of, but are not limited to, term loans, the funded and unfunded portions of revolving credit loans, and similar loans and investments. At September 30, 2021 and December 31, 2020, the fair market value of these securities was $155.0 million and $147.6 million, respectively.

For the nine months ended September 30, 2021, the Company recognized net realized and unrealized investment gains of $13.7 million ($4.0 million of net realized and unrealized investment gains for the three months ended September 30, 2021), including $6.6 million of net unrealized gains on bank loan participations, $3.8 million of net gains for the change in the fair value of equity securities, $4.3 million of net realized investment gains on the sale of fixed maturity securities, $645,000 of net realized investment losses on the sale of bank loan participations, and $386,000 of net realized investment losses on the sale of equity securities.

For the nine months ended September 30, 2020, the Company recognized net realized and unrealized investment losses of $27.9 million ($8.9 million of net realized and unrealized investment gains for the three months ended September 30, 2020), including $7.6 million of net unrealized losses on bank loan participations, $6.9 million of net unrealized losses for the change

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in the fair value of equity securities, $14.1 million of net realized investment losses on the sale of bank loan securities, and $905,000 of net realized investment gains on the sale of fixed maturity securities.

In conjunction with its outside investment managers, the Company performs quarterly reviews of all securities within its investment portfolio to determine whether any impairment has occurred. Management concluded that none of its fixed maturity securities were impaired at September 30, 2021 or December 31, 2020. At September 30, 2021, 99.4% of the Company’s fixed maturity security portfolio was rated “BBB-” or better (“investment grade”) by Standard & Poor’s or received an equivalent rating from another nationally recognized rating agency. Management does not intend to sell available-for-sale securities in an unrealized loss position, and it is not “more likely than not” that the Company will be required to sell these securities before a recovery in their value to their amortized cost basis occurs.

The amortized cost and fair value of our available-for-sale fixed maturity securities were as follows:


	September 30, 2021						December 31, 2020
	Cost or Amortized Cost		Fair Value		% of Total Fair Value		Cost or Amortized Cost		Fair Value		% of Total Fair Value
	($ in thousands)
Fixed maturity securities, available-for-sale:
State and municipal	$	324,050	$	335,635	19.5	%	$	277,241	$	296,405	16.6	%
Residential mortgage-backed	258,302		261,075		15.2	%	286,104		293,848		16.5	%
Corporate	698,454		725,872		42.2	%	715,145		766,822		43.0	%
Commercial mortgage and asset-backed	307,223		313,158		18.1	%	314,911		326,719		18.3	%

U.S. Treasury securities and obligations guaranteed by the U.S. government	85,252		85,987		5.0	%	97,489		99,848		5.6	%

Total fixed maturity securities, available-for-sale	$	1,673,281	$	1,721,727	100.0	%	$	1,690,890	$	1,783,642	100.0	%

The following table sets forth the composition of the Company’s portfolio of available-for-sale fixed maturity securities by rating as of September 30, 2021:


Standard & Poor’s or Equivalent Designation	Fair Value		% of Total
	($ in thousands)
AAA	$	358,106	20.8	%
AA	622,261		36.1	%
A	539,174		31.3	%
BBB	192,236		11.2	%
Below BBB and unrated	9,950		0.6	%
Total	$	1,721,727	100.0	%

At September 30, 2021, our portfolio of fixed maturity securities contained corporate fixed maturity securities (available-for-sale) with a fair value of $725.9 million. A summary of these securities by industry segment is shown below as of September 30, 2021:


Industry	Fair Value		% of Total
	($ in thousands)
Industrials and Other	$	165,359	22.8	%
Financial	189,181		26.1	%
Consumer Discretionary	111,671		15.4	%
Health Care	85,091		11.7	%
Consumer Staples	57,283		7.9	%
Utilities	117,287		16.1	%
Total	$	725,872	100.0	%

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Corporate fixed maturity securities (available-for-sale) include publicly traded securities and privately placed bonds as shown below as of September 30, 2021:


Public/Private	Fair Value		% of Total
	($ in thousands)
Publicly traded	$	654,464	90.2	%
Privately placed	71,408		9.8	%
Total	$	725,872	100.0	%

The amortized cost and fair value of our available-for-sale investments in fixed maturity securities summarized by contractual maturity are as follows:


	September 30, 2021
	Amortized Cost		Fair Value		% of Total Value
	($ in thousands)
Due in:
One year or less	$	103,777	$	104,859	6.1	%
After one year through five years	458,454		477,708		27.7	%
After five years through ten years	303,453		310,034		18.0	%
After ten years	242,072		254,893		14.8	%
Residential mortgage-backed	258,302		261,075		15.2	%
Commercial mortgage and asset-backed	307,223		313,158		18.2	%

Total	$	1,673,281	$	1,721,727	100.0	%

At September 30, 2021, the Company had no investments in securitizations of alternative-A mortgages or sub-prime mortgages.

Interest Expense

Interest expense was $2.2 million and $2.1 million for the three months ended September 30, 2021 and 2020, respectively ($6.7 million and $8.0 million for the respective nine month periods). See “—Liquidity and Capital Resources—Sources and Uses of Funds” for more information regarding our senior bank debt facilities and trust preferred securities.

Amortization of Intangibles

The Company recorded $90,000 and $149,000 of amortization of intangible assets for the three months ended September 30, 2021 and 2020, respectively ($272,000 and $447,000 for the respective nine month periods).

Income Tax Expense

Our effective tax rate fluctuates from period to period based on the relative mix of income reported by country and the respective tax rates imposed by each tax jurisdiction. For U.S.-sourced income, the Company’s U.S. federal income tax expense differs from the amounts computed by applying the federal statutory income tax rate to income before taxes due primarily to interest income on tax-advantaged state and municipal securities, dividends received income, and excess tax benefits on share based compensation. The Company had a pre-tax loss of $129.6 million for the nine months ended September 30, 2021 and recorded a U.S. federal income tax benefit of $23.1 million. The pre-tax loss was largely driven by the $210.8 million of net adverse reserve development on prior accident years, including $190.7 million of net adverse development from the Excess and Surplus Lines segment that was primarily related to a former commercial auto account. For the nine months ended September 30, 2021, our U.S. federal income tax benefit was 17.8% of the loss before taxes. The Company had pre-tax income of $29.3 million for the nine months ended September 30, 2020 and recorded U.S. federal income taxes of $4.2 million. For the nine months ended September 30, 2020, our U.S. federal income tax was 14.4% of the income before taxes. The change in effective tax rate for the two periods reflects changes in reserve estimates in the commercial auto business, and the related impact on the mix of income reported by country in those respective periods.

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LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Funds

Offering of Common Shares

Dividends

We are organized as a Bermuda holding company with our operations conducted by our wholly-owned subsidiaries. Accordingly, our holding company may receive cash through loans from banks, issuance of common shares, borrowings on our credit facilities, corporate service fees or dividends received from our subsidiaries, and/or other transactions. Our U.S. holding company may receive cash in a similar manner and also through payments from our subsidiaries pursuant to our U.S. consolidated tax allocation agreement.

The payment of dividends by our subsidiaries to us is limited by statute. In general, the laws and regulations applicable to our domestic insurance subsidiaries limit the aggregate amount of dividends or other distributions that they may declare or pay within any 12-month period without advance regulatory approval. Generally, the limitations are based on the greater of statutory net income for the preceding year or 10.0% of statutory surplus at the end of the preceding year. James River Insurance Company paid a $17.0 million dividend to the U.S. holding company in the three months ended March 31, 2021, reducing the maximum amount of dividends available to the U.S. holding company from our U.S. insurance subsidiaries during the remainder of 2021 without regulatory approval to $11.6 million. However, insurance regulators have broad powers to prevent the reduction of statutory surplus to inadequate levels and could refuse to permit the payment of dividends calculated under any applicable formula.

The Bermuda Insurance Act of 1978 prohibits an insurer from declaring or paying a dividend if it is in breach of its minimum solvency margin, its enhanced capital requirement, or its minimum liquidity ratio, or if the declaration or payment of such dividend would cause such a breach. An insurer can declare or pay dividends without prior regulatory approval up to 25% of the total statutory capital and surplus. The maximum combined amount of dividends and return of capital available to us from our Bermuda insurers in 2021 is calculated to be approximately $153.8 million. However, any dividend payment is contingent upon continued compliance with Bermuda regulatory requirements, including but not limited to the enhanced solvency requirement calculations.

At September 30, 2021, the Bermuda holding company had $2.7 million of cash and cash equivalents. The U.S. holding company had $18.1 million of cash and invested assets, comprised of cash and cash equivalents of $6.7 million and other invested assets of $11.4 million, which are not subject to regulatory restrictions. Additionally, our U.K. intermediate holding company had no invested assets and cash of less than ten thousand dollars at September 30, 2021.

Credit Agreements

The Company has a $315.0 million senior revolving credit facility (as amended or amended and restated, the “2013 Facility”). The 2013 Facility is comprised of the following at September 30, 2021:

•A $102.5 million secured revolving facility used by JRG Re to issue letters of credit for the benefit of third-party reinsureds. This portion of our credit facility is secured by our investment securities. At September 30, 2021, the Company had $45.9 million of letters of credit issued under the secured facility.

•A $212.5 million unsecured revolving facility to meet the working capital needs of the Company. All unpaid principal on the revolver is due at maturity. Interest accrues quarterly and is payable in arrears at 3-month LIBOR plus a margin which is currently 1.625% and is subject to change according to terms in the credit agreement. At September 30, 2021, the Company had a drawn balance of $185.8 million outstanding on the unsecured revolver.

The 2013 Facility has been amended from time to time since its inception in 2013. On November 8, 2019, the Company entered into a Second Amended and Restated Credit Agreement for the 2013 Facility which, among other things, extended the maturity date of the 2013 Facility until November 8, 2024, increased the amount available under the unsecured revolving credit facility to $212.5 million, lowered the applicable interest rate and letter of credit fees, and modified certain negative covenants to be less restrictive.

The 2013 Facility contains certain financial and other covenants (including minimum net worth, maximum ratio of total adjusted debt outstanding to total capitalization, and financial strength ratings) with which the Company was in compliance at September 30, 2021.

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On August 2, 2017, the Company, and its wholly-owned subsidiary, JRG Re, together as borrowers, entered into a credit agreement (the "2017 Facility") that provides the Company with a revolving line of credit of up to $100.0 million, which may be used for loans and letters of credit made or issued, at the borrowers' option, on a secured or unsecured basis. Obligations under the 2017 Facility carry a variable rate of interest subject to terms in the credit agreement and will mature 30 days after notice of termination from the lender. The 2017 Facility contains certain financial and other covenants with which we are in compliance at September 30, 2021. The loans and letters of credit made or issued under the revolving line of credit of the 2017 Facility may be used to finance the borrowers' general corporate purposes. On November 8, 2019, the Company entered into a First Amendment to Credit Agreement which, among other things, lowered the applicable interest rate and modified certain negative covenants to be less restrictive. Interest accrues quarterly and is payable in arrears at variable rates which are subject to change according to terms in the credit agreement. At September 30, 2021, unsecured loans of $61.5 million and secured letters of credit totaling $14.0 million were outstanding on the 2017 Facility.

On May 26, 2004, we issued $15.0 million of senior debt due April 29, 2034. The senior debt is not redeemable by the holder or subject to sinking fund requirements. Interest accrues quarterly and is payable in arrears at a floating rate per annum equal to the 3-month LIBOR plus 3.85%. This senior debt is redeemable at par prior to its stated maturity at our option in whole or in part. The terms of the senior debt contain certain covenants, with which we are in compliance at September 30, 2021, and which, among other things, restrict our ability to assume senior indebtedness secured by our U.S. holding company’s common stock or its subsidiaries’ capital stock or to issue shares of its subsidiaries’ capital stock.

From May 2004 through January 2008, we sold trust preferred securities through five Delaware statutory trusts sponsored and wholly-owned by the Company or its subsidiaries. Each trust used the net proceeds from the sale of its trust preferred securities to purchase our floating-rate junior subordinated debt.

The following table summarizes the nature and terms of the junior subordinated debt and trust preferred securities outstanding at September 30, 2021 (including the Company’s repurchases of a portion of these trust preferred securities):


	James River Capital Trust I	James River Capital Trust II	James River Capital Trust III	James River Capital Trust IV	Franklin Holdings II (Bermuda) Capital Trust I
	($ in thousands)
Issue date	May 26, 2004	December 15, 2004	June 15, 2006	December 11, 2007	January 10, 2008
Principal amount of trust preferred securities	$7,000	$15,000	$20,000	$54,000	$30,000
Principal amount of junior subordinated debt	$7,217	$15,464	$20,619	$55,670	$30,928
Carrying amount of junior subordinated debt net of repurchases	$7,217	$15,464	$20,619	$44,827	$15,928
Maturity date of junior subordinated debt, unless accelerated earlier	May 24, 2034	December 15, 2034	June 15, 2036	December 15, 2037	March 15, 2038
Trust common stock	$217	$464	$619	$1,670	$928
Interest rate, per annum	Three-Month LIBOR plus 4.0%	Three-Month LIBOR plus 3.4%	Three-Month LIBOR plus 3.0%	Three-Month LIBOR plus 3.1%	Three-Month LIBOR plus 4.0%

All of the junior subordinated debt is currently redeemable at 100.0% of the unpaid principal amount at our option.

The junior subordinated debt contains certain covenants with which we are in compliance as of September 30, 2021.

At September 30, 2021 and December 31, 2020, the Company's leverage ratio was 28.5% and 30.4%, respectively. The leverage ratio is defined in our senior credit agreements as the ratio of adjusted consolidated debt to total capital. Adjusted consolidated debt treats trust preferred securities as equity capital up to 15% of total capital. Total capital is defined as total debt plus tangible equity excluding accumulated other comprehensive income. The maximum leverage ratio permitted by the agreements is 35.0%. Having debt as part of our capital structure allows us to generate a higher return on equity and greater book value per share results than we could by using equity capital alone.

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Ceded Reinsurance

Our insurance segments enter into reinsurance contracts to limit our exposure to potential losses arising from large risks, to protect against the aggregation of several risks in a common loss occurrence, and to provide additional capacity for growth. Our reinsurance is contracted under excess of loss and quota share reinsurance contracts. 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. The premiums payable to the reinsurer are 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. 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. For the three months ended September 30, 2021 and 2020, our net premium retention was 45.6% and 46.5%, respectively (47.9% and 49.7% for the nine month periods, respectively.

The following is a summary of our Excess and Surplus Lines segment’s net retention after reinsurance as of September 30, 2021:


						Company Retention

Casualty
Primary Specialty Casualty, including Professional Liability						Up to $1.0 million per occurrence, subject to a $1.0 million aggregate deductible. (1)
Primary Casualty						Up to $2.0 million per occurrence. (2)
Excess Casualty						Up to $1.0 million per occurrence. (3)
Property						Up to $5.0 million per event. (4)

(1)Except for Life Sciences quota share carve out, which is up to $2.0 million per occurrence

(2)Total exposure to any one claim is generally $1.0 million.

(3)For policies with an occurrence limit up to $10.0 million, the excess casualty treaty is set such that our retention is no more than $1.0 million.

(4)The property catastrophe reinsurance treaty has a limit of $40.0 million with one reinstatement.

We use catastrophe modeling software to analyze the risk of severe losses from hurricanes and earthquakes on our exposure. We utilize the model in our risk selection, pricing, and to manage our overall portfolio probable maximum loss (“PML”) accumulations. A PML is an estimate of the amount we would expect to pay in any one catastrophe event within a given annual probability of occurrence (i.e. a return period or loss exceedance probability).

In our Excess and Surplus Lines segment, we write a small book of excess property insurance, but we do not write primary property insurance. The Excess and Surplus Lines segment has a surplus share reinsurance treaty in effect that was specifically designed to cover property risks. The surplus share treaty along with facultative reinsurance helps ensure that our net retained limit per risk will be $5.0 million or less.

Based upon the modeling of our Excess and Surplus Lines and Specialty Admitted segments, it would take an event beyond our 1 in 1000 year PML to exhaust our $45.0 million of property catastrophe reinsurance. In the event of a catastrophe loss exhausting our $45.0 million of property catastrophe reinsurance, we estimate our pre-tax cost at approximately $7.5 million, including reinstatement premiums and net retentions. In addition to this retention, we would retain any losses in excess of our reinsurance coverage limits.

On September 27, 2021, James River entered into a loss portfolio transfer transaction (the “LPT Transaction”) with Aleka to reinsure substantially all of the Excess and Surplus Lines segment’s legacy portfolio of commercial auto policies previously issued to Rasier for which James River is not otherwise indemnified by Rasier. Under the terms of the LPT Transaction, effective as of July 1, 2021, James River ceded to Aleka approximately $345.1 million of commercial auto liabilities relating to Rasier policies written in the years 2013-2019, which amount constituted the reinsurance premium. Aleka is required to post collateral equal to 102% of James River's estimate of Aleka's obligations under the reinsurance agreement, calculated in accordance with statutory accounting principles. The collateral is provided through a collateral trust arrangement (the “LPT Trust”) established in favor of James River by Aleka. The balance in the LPT Trust at September 30, 2021 is $309.6 million securing total reinsurance recoverables of $305.8 million (including $292.1 million of unpaid recoverables and $13.7 million of paid recoverables) associated with the LPT Transaction.

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The following is a summary of our Specialty Admitted Insurance segment’s ceded reinsurance in place as of September 30, 2021:


Line of Business						Coverage
Casualty
Workers’ Compensation						Quota share coverage for 70-85% of the first $1.0 million.(1)(2) Excess of loss coverage for $29.0 million in excess of $1.0 million.(1)(2)
Auto Programs						Quota share coverage for 70-90% of limits up to $1.5 million liability and $5.0 million physical damage per occurrence.
General Liability & Professional Liability – Programs						Quota share coverage for 70% - 100% of limits up to $3.0 million per occurrence.
Umbrella and Excess Casualty - Programs						Quota share coverage for 95%-100% of limits up to $10.0 million per occurrence, and excess of loss coverage for $5.0 million in excess of $10.0 million.
Property
Property within Package - Programs						Quota share coverage for 100% of limits up to $40.0 million per occurrence.
Excess Property						Quota share coverage for 100% of limits up to $16.9 million.
Catastrophe Coverage						Excess of Loss coverage for $44.0 million in excess of $1.0 million per occurrence.
Aviation Programs						Quota share coverage for 80% of limits up to $20 million liability and $2.5 million hull per occurrence, each aircraft; and excess of loss coverage for up to $7.3M excess of $200 thousand of our 20% share of the quota share each occurrence.

(1) Excluding one program which has quota share coverage for 84.5% of the first $1.0 million per occurrence and excess of loss coverage for $49.0 million in excess of $1.0 million per occurrence.

(2) Includes any residual market pools.

Our Specialty Admitted Insurance segment purchases reinsurance for at least 50% of the exposed limits on specialty admitted property-casualty business. The segment enters into reinsurance contracts for the individual risk workers’ compensation business as well as fronting and program business. While the segment focuses on casualty business, incidental property risk is incurred in the fronting and program business. The segment is covered for $44.0 million in excess of $1.0 million per occurrence to manage its property exposure to an approximate 1 in 1,000 year PML.

In our Casualty Reinsurance segment, we also have limited property catastrophe exposure, primarily through auto physical damage coverage. In the aggregate, we believe our pre-tax group-wide PML from a 1 in 1,000 year property catastrophe event would not exceed $16.0 million, inclusive of reinstatement premiums payable.

We also have a clash and contingency reinsurance treaty to cover both the Excess and Surplus Lines and Specialty Admitted Insurance segments in the event of a claims incident involving more than one of our insureds. The treaty covers $10.0 million in excess of a $2.0 million retention for loss occurrences within the treaty term. This coverage has two reinstatements in the event we exhaust any of the coverage. As of September 30, 2021, our average net retained limit per risk is $2.5 million.

Effective January 1, 2020, we purchased an additional $10.0 million in claims made coverage for excess policy limits and extra contractual obligations exposures above the clash and contingency treaty for the period 2014 to present. This treaty has one reinstatement.

The Company’s insurance segments remain liable to policyholders if its reinsurers are unable to meet their contractual obligations under applicable reinsurance agreements. We establish an allowance for credit losses for our current estimate of uncollectible reinsurance recoverables. At September 30, 2021, the allowance for credit losses on reinsurance recoverables was $515,000. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. The Company generally seeks to purchase reinsurance from reinsurers with A.M. Best financial strength ratings of “A-” (Excellent) or better. The Company’s reinsurance contracts generally require reinsurers that are not authorized as reinsurers under U.S. state insurance regulations or that experience rating downgrades from rating agencies below specified levels to fund their share of the Company’s ceded outstanding losses and loss adjustment expense reserves, typically through the use of irrevocable and unconditional letters of credit. In fronting arrangements, which the Company conducts through its Specialty Admitted Insurance segment, we are subject to credit risk with regard to insurance companies who act as reinsurers for us in such arrangements. We customarily require a collateral trust arrangement to secure the obligations of the insurance entity for whom we are fronting.

At September 30, 2021, we had reinsurance recoverables on unpaid losses of $1,348.9 million and reinsurance recoverables on paid losses of $82.1 million, and all material recoverable amounts were from companies with A.M. Best ratings of “A-” or

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better, collateral had been posted by the reinsurer for our benefit, or represent recoverables from a state residual market for automobile insurance.

Amounts Recoverable from an Indemnifying Party

James River previously issued a set of insurance contracts to Rasier under which James River pays losses and loss adjustment expenses on the contracts. James River has indemnity agreements with Rasier (non-insurance entities) and is contractually entitled to reimbursement for a significant portion of the losses and loss adjustment expenses paid on behalf of Rasier and other expenses incurred by James River. Rasier is required to collateralize amounts currently due to James River and to provide additional collateral sufficient to cover the amounts that may be recoverable under the indemnity agreements, including, among other things, case loss and loss adjustment expense reserves, IBNR loss and loss adjustment expense reserves, extra contractual obligations and excess policy limits liabilities. The collateral is provided through a collateral trust arrangement (the “Indemnity Trust”) in favor of James River by Aleka. In conjunction with the LPT Transaction described above, James River returned $691.3 million to the Indemnity Trust, representing the remaining balance of the amount withdrawn in October 2019, as permitted under the indemnification agreements with Rasier and the associated trust agreement.

As part of the LPT Transaction, James River and Aleka entered into an administrative services agreement with a third party claims administrator pursuant to which the administrator will handle the claims on the Rasier commercial auto policies for the remaining life of those claims following a transition period. The claims paid by the claims manager are reimbursable by James River, and pursuant to the terms of the administrative services agreement James River established a loss fund trust account for the benefit of the claims manager (the “Loss Fund Trust”) to collateralize its claims payment reimbursement obligations. James River will fund the Loss Fund Trust using funds withdrawn from the Indemnity Trust, funds withdrawn from the LPT Trust, and its own funds, in each case in an amount equal to the pro rata portion of the required Loss Fund Trust balance attributable to the Rasier indemnity agreements, the LPT Transaction and James River’s existing third party reinsurance agreements, respectively. At September 30, 2021, in accordance with the administrative services agreement, the Company posted $10.0 million as collateral for the claims paid by the administrator, including $6.8 million of which represents collateral supporting Rasier’s obligations under the indemnity agreements and $2.8 million of which represents collateral supporting Aleka’s obligations under the under the LPT Transaction. The $10.0 million collateral is classified as restricted cash equivalents on the Company's balance sheet at September 30, 2021.

Cash Flows

Our sources of funds consist primarily of premiums written, investment income, reinsurance recoveries, proceeds from sales and redemptions of investments, borrowings on our credit facilities, and the issuance of common shares. We use operating cash flows primarily to pay operating expenses, losses and loss adjustment expenses, reinsurance premiums, and income taxes. The following table summarizes our cash flows:


	Nine Months Ended September 30,
	2021		2020
	($ in thousands)
Cash, cash equivalents, and restricted cash equivalents (used in) provided by:
Operating activities	$	(1,061,314)	$	(222,060)
Investing activities	111,759		(135,331)
Financing activities	157,926		31,505
Change in cash, cash equivalents, and restricted cash equivalents	$	(791,629)	$	(325,886)

Cash used in operating activities for the nine months ended September 30, 2021 and 2020, respectively, primarily reflects $849.9 million and $258.9 million of restricted cash equivalents returned to a former insured per the terms of a collateral trust (see Amounts Recoverable from an Indemnifying Party above). Excluding the reduction in the collateral funds, cash (used in) provided by operating activities was $(211.4) million and $36.9 million for the nine months ended September 30, 2021 and 2020, respectively. Cash used in operating activities excluding restricted cash equivalents for the nine months ended September 30, 2021 primarily reflects the outflow of funds to effect the LPT Transaction in the third quarter. Cash provided by operating activities excluding restricted cash equivalents for the nine months ended September 30, 2020 reflects growth in our U.S. segments and the collection of premiums receivable at a quicker rate than payments of loss and loss adjustment expenses.

Cash provided by investing activities for the nine months ended September 30, 2021 reflects the investments sold/funds withdrawn from our investment portfolio to effect the LPT Transaction in the third quarter. Cash used in investing activities for the nine months ended September 30, 2020 reflects our efforts to enhance the yield in our investment portfolio by investing

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available cash and cash equivalents into higher yielding investments. Cash and cash equivalents (excluding restricted cash equivalents) comprised 9.7% and 6.1% of total cash and invested assets at September 30, 2021 and 2020, respectively.

Cash provided by financing activities for the nine months ended September 30, 2021 and 2020 included $32.0 million and $27.8 million of dividends paid to shareholders, respectively. On May 10, 2021, the Company closed on a public offering of its common shares. The Company received net proceeds (before expenses) of $192.1 million. The proceeds were used for general corporate purposes. In the nine months ended September 30, 2020, we drew a net $59.0 million on our senior credit facilities as a precautionary measure to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the coronavirus (COVID-19) outbreak.

Ratings

The A.M. Best financial strength rating for our group’s regulated insurance and reinsurance subsidiaries is “A-” (Excellent) with a stable outlook. This rating reflects A.M. Best’s opinion of our insurance and reinsurance subsidiaries’ financial strength, operating performance and ability to meet obligations to policyholders and is not an evaluation directed towards the protection of investors. The rating for our operating insurance and reinsurance companies of “A-” (Excellent) is the fourth highest rating of the thirteen ratings issued by A.M. Best and is assigned to insurers that have, in A.M. Best’s opinion, an excellent ability to meet their ongoing obligations to policyholders. On March 4, 2021, A.M. Best announced that it reduced the outlook on our regulated insurance subsidiaries to negative from stable on the “A” (Excellent) financial strength rating on such entities following our announcement of $86.0 million of adverse development on reserves for losses and loss adjustment expenses in the fourth quarter of 2020 principally related to our commercial auto business in our Excess and Surplus Lines segment. On May 7, 2021, following the Company's announcement of $168.7 million of further adverse development in the first quarter of 2021 on reserves for losses and loss adjustment expenses in our Excess and Surplus Lines segment, inclusive of $170.0 million of unfavorable development in our commercial auto business, A.M. Best announced a downgrade of our financial strength rating to “A-” (Excellent) and maintained a negative outlook on our regulated insurance subsidiaries. The Company's outlook was upgraded to stable by A.M. Best in the third quarter following the completion of the LPT Transaction which reinsures substantially all of the legacy commercial auto business.

The financial strength ratings assigned by A.M. Best have an impact on the ability of our regulated subsidiaries to attract and retain agents and brokers and on the risk profiles of the submissions for insurance that our subsidiaries receive. The “A-” (Excellent) ratings assigned to our insurance and reinsurance subsidiaries are consistent with our business plans and we believe allow our subsidiaries to actively pursue relationships with the agents and brokers identified in their marketing plans.

EQUITY

Share Based Compensation Expense

For the three months ended September 30, 2021 and 2020, the Company recognized $1.5 million and $2.1 million, respectively, of share based compensation expense ($5.2 million and $5.9 million in the respective nine month periods). As of September 30, 2021, the Company had $10.3 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 1.9 years.

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Equity Incentive Plans

Options

The following table summarizes option activity:


	Nine Months Ended September 30,
	2021			2020
	Shares	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price
Outstanding:
Beginning of period	463,324	$	32.25	643,851	$	30.41
Granted	—	$	—	—	$	—
Exercised	(41,392)	$	24.87	(79,615)	$	31.77
Forfeited	(29,418)	$	38.81	—	$	—
End of period	392,514	$	32.53	564,236	$	30.22
Exercisable, end of period	392,514	$	32.53	564,236	$	30.22

All of the outstanding options are fully vested (vesting period of three years from date of grant) and have a contractual life of seven years from the original date of grant.

RSUs

The following table summarizes RSU activity:


	Nine Months Ended September 30,
	2021			2020
	Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value

Unvested, beginning of period	399,856	$	43.59	340,368	$	41.50
Granted	139,682	$	50.22	197,518	$	43.77
Vested	(165,131)	$	41.86	(156,434)	$	41.50
Forfeited	(56,575)	$	45.91	(16,846)	$	42.17
Unvested, end of period	317,832	$	47.00	364,606	$	42.70

Outstanding RSUs granted to employees vest ratably over a three year vesting period. RSUs granted to non-employee directors have a one year vesting period.

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RECONCILIATION OF NON-GAAP MEASURES

Reconciliation of Underwriting Profit

We believe that the disclosure of underwriting profit by individual segment and of the Company as a whole is useful to investors, analysts, rating agencies and other users of our financial information in evaluating our performance because our objective is to consistently earn underwriting profits. We evaluate the performance of our segments and allocate resources based primarily on underwriting profit. Our definition of underwriting profit may not be comparable to that of other companies.

The following table reconciles the underwriting (loss) profit by individual segment and for the entire Company to consolidated (loss) income before U.S. Federal income taxes:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands)
Underwriting (loss) profit of the insurance segments:
Excess and Surplus Lines	$	(21,527)	$	15,581	$	(145,556)	$	39,788
Specialty Admitted Insurance	3,084		1,859		6,488		2,301
Casualty Reinsurance	(11,911)		(689)		(16,857)		(3,119)
Total underwriting (loss) profit of insurance segments	(30,354)		16,751		(155,925)		38,970
Other operating expenses of the Corporate and Other segment	(7,287)		(7,805)		(23,258)		(23,556)
Underwriting (loss) profit (1)	(37,641)		8,946		(179,183)		15,414
Net investment income	15,289		14,959		44,726		51,145
Net realized and unrealized gains (losses) on investments	3,983		8,929		13,738		(27,885)
Amortization of intangible assets	(90)		(149)		(272)		(447)
Other income and expenses	(615)		192		(1,964)		(967)
Interest expense	(2,227)		(2,129)		(6,692)		(7,970)
(Loss) income before income taxes	$	(21,301)	$	30,748	$	(129,647)	$	29,290

(1)Included in underwriting results for the three and nine months ended September 30, 2021 is gross fee income of $5.6 million and $16.2 million, respectively ($4.6 million and $15.8 million for the same periods in the prior year).

Reconciliation of Adjusted Net Operating (Loss) Income

Our (loss) income before taxes and net (loss) income reconcile to our adjusted net operating (loss) income as follows:


	Three Months Ended September 30,
	2021				2020
	Loss Before Taxes		Net Loss		Income Before Taxes		Net Income
	($ in thousands)
(Loss) income as reported	$	(21,301)	$	(23,889)	$	30,748	$	26,283
Net realized and unrealized investment gains	(3,983)		(3,422)		(8,929)		(8,824)
Other expenses	625		497		(21)		(77)
Adjusted net operating (loss) income	$	(24,659)	$	(26,814)	$	21,798	$	17,382

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	Nine Months Ended September 30,
	2021				2020
	Loss Before Taxes		Net Loss		Income Before Taxes		Net Income
	($ in thousands)
(Loss) income as reported	$	(129,647)	$	(106,506)	$	29,290	$	25,082
Net realized and unrealized investment (gains) losses	(13,738)		(11,914)		27,885		23,646
Other expenses	1,963		1,640		1,711		1,451
Adjusted net operating (loss) income	$	(141,422)	$	(116,780)	$	58,886	$	50,179

Tangible Equity (per Share) and Pre Dividend Tangible Equity (per Share)

Key financial measures that we use to assess our longer term financial performance include the percentage growth in our tangible equity per share and our return on tangible equity. We believe tangible equity is a good measure to evaluate the strength of our balance sheet and to compare returns relative to this measure. For the nine months ended September 30, 2021, our tangible equity per share decreased by 15.2%. Absent the $31.8 million in dividends to shareholders in the nine months ended September 30, 2021, our tangible equity per share decreased by 10.4% for the nine months ended September 30, 2021.

We define tangible equity as the sum of shareholders’ equity less goodwill and intangible assets (net of amortization). Our definition of tangible equity may not be comparable to that of other companies, and it should not be viewed as a substitute for shareholders’ equity calculated in accordance with GAAP. The following table reconciles shareholders’ equity to tangible equity as of September 30, 2021 and December 31, 2020 and reconciles tangible equity to pre-dividend tangible equity as of September 30, 2021:


	September 30, 2021				December 31, 2020
	Equity		Equity per Share		Equity		Equity per Share
	($ in thousands, except share amounts)
Shareholders’ equity	$	813,639	$	21.82	$	795,608	$	25.96
Less:
Goodwill	181,831		4.88		181,831		5.93
Intangible assets, net	36,130		0.96		36,402		1.19
Tangible equity	$	595,678	$	15.98	$	577,375	$	18.84
Dividends to shareholders for the nine months ended September 30, 2021	31,833		0.90
Pre-dividend tangible equity	$	627,511	$	16.88

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in equity prices, interest rates, foreign currency exchange rates and commodity prices. Our consolidated balance sheets include assets and liabilities with estimated fair values that are subject to market risk. Our primary market risks have been interest rate risk associated with investments in fixed maturities and equity price risk associated with investments in equity securities. We do not have material exposure to foreign currency exchange rate risk or commodity risk.

There have been no material changes in market risk from the information provided in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required financial disclosure. In connection with the preparation of this quarterly report on Form 10-Q, our management carried out an evaluation, under the supervision and with the participation of our management, including the CEO and CFO, as of September 30, 2021, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2021.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 involved in various legal proceedings, including commercial matters and litigation regarding insurance claims which arise in the ordinary course of business as well as an alleged class action lawsuit. We believe that the outcome of such matters, individually and in the aggregate, is not reasonably likely to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

On July 9, 2021 a purported class action lawsuit was filed in the US District Court, Eastern District of Virginia (the "Court") by Employees' Retirement Fund of the City of Fort Worth against James River Group Holdings, Ltd. and certain of its present and former officers (together, "Defendants") asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of persons and entities that purchased the Company's stock between August 1, 2019 and May 5, 2021 (the "Complaint"). The Complaint alleges that Defendants failed to make appropriate disclosures concerning the adequacy of reserves for policies that covered Rasier LLC, a subsidiary of Uber Technologies, Inc. On September 22, 2021, the Court entered an order appointing Employees' Retirement Fund of the City of Fort Worth and the City of Miami General Employees' and Sanitation Employees' Retirement Trust as co-lead plaintiffs (together, "Plaintiffs"). Plaintiffs' consolidated amended complaint is due to be filed on November 19, 2021. We believe that Plaintiffs' claims are without merit and we intend to vigorously defend this lawsuit.

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Item 1A. Risk Factors

There have been no material changes in our risk factors in the quarter ended September 30, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, except as follows:

On May 7, 2021, our financial strength rating was downgraded. The downgrade of our financial strength rating, along with any further downgrade, may have a significant impact on our business, liquidity and financial condition.

Companies, insurers and reinsurance brokers use ratings from independent ratings agencies as an important means of assessing the financial strength and quality of reinsurers. A.M. Best Company (“A.M. Best”) assigns ratings that are intended to provide an independent opinion of an insurance or reinsurance company’s ability to meet its obligations to policyholders and such ratings are not an evaluation directed to investors. A.M. Best periodically reviews our rating and may revise it downward at its sole discretion based primarily on its analysis of our balance sheet strength (including capital adequacy and loss and loss adjustment expense reserve adequacy), operating performance and business profile.

On May 7, 2021, A.M. Best announced that it downgraded the financial strength rating on our regulated insurance subsidiaries from “A” to “A-" (Excellent) with a negative outlook, as a result of, among other things, the recurring nature of adverse reserve development in commercial auto lines. On September 30, 2021, A.M. Best revised the outlook to stable from negative and affirmed the financial strength rating of "A-" (Excellent) on our regulated insurance subsidiaries. The reduction in our financial strength rating, and any future downgrades of our financial strength rating, may impact our ability to attract and retain insurance and reinsurance business that our subsidiaries write. Further, our competitive position in the industry, and therefore our business, could be adversely affected. The downgrade of our financial strength rating, and any future downgrades, could result in a substantial loss of business, as policyholders might move to other companies with higher financial strength ratings.

Our credit agreements contain a number of financial covenants, the breach of any of which could result in acceleration of payment of our credit facilities.

As of September 30, 2021, we had an outstanding unsecured balance of approximately $247.3 million in the aggregate under our two bank credit agreements. The agreements contain certain financial covenants that require us to maintain consolidated net worth in excess of a specified minimum amount and a leverage ratio as of the end of any fiscal quarter not in excess of 0.35 to 1. The agreements contain other covenants which, among other things, require ongoing compliance with applicable insurance regulations and require each of our regulated insurance subsidiaries to maintain ratings from A.M. Best not lower than an A-. A breach of any of these covenants could result in acceleration of our obligations to repay our outstanding indebtedness under such agreement if we are unable to obtain a waiver or amendment from our lenders, and otherwise could impair our ability to borrow funds or result in higher borrowing costs.

Our actual incurred losses may be greater than our loss and loss adjustment expense reserves, which could have a material adverse effect on our financial condition and results of operations.

Our financial condition and results of operations depend upon our ability to assess accurately the potential losses and loss adjustment expenses under the terms of the insurance policies or reinsurance contracts we underwrite. Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what we expect the ultimate settlement and administration of claims will cost us, and our ultimate liability may be greater or less than current reserves. These estimates are based on our assessment of facts and circumstances then known, as well as estimates of future trends in claim severity, claim frequency, judicial theories of liability and other factors. These variables are affected by both internal and external events that could increase our exposure to losses, including changes in actuarial projections, claims handling procedures, inflation, climate change, economic and judicial trends, and legislative changes. We continually monitor reserves using new information on reported claims and a variety of statistical techniques.

In the insurance and reinsurance industry, there is always the risk that reserves may prove inadequate, and actual results always differ from our reserve estimates. It is possible for insurance and reinsurance companies to underestimate the cost of claims. Our estimates could prove to be low, and this underestimation could have a material adverse effect on our financial strength. For example, for the commercial auto business in our Excess and Surplus Lines segment we experienced adverse development on the reserves for losses and loss adjustment expenses of: $170.1 million in the first quarter of 2021 principally relating to the 2019 and prior accident years; $92.2 million in 2020 principally relating to the 2018 and prior accident years; and $69.0 million in 2019 principally relating to the 2016 and 2017 accident years. In addition, in our Casualty Reinsurance segment we experienced adverse development on the reserves for losses and loss adjustment expenses of: $22.6 million for the nine months ended September 30, 2021 primarily associated with treaties the Company has exited; $37.8 million in 2020 primarily in accident years 2014 through 2018; and $23.1 million in 2019 primarily in accident years 2011 through 2016. We cannot assure that we will not have further adverse development in this business.

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The uncertainties we encounter in establishing our reserves for losses and related expenses in connection with our insurance businesses include:

•When we write “occurrence” policies, we are obligated to pay covered claims, up to the contractually agreed amount, for any covered loss that occurs while the policy is in force. Losses can emerge many years after a policy has lapsed. Accordingly, our first notice of a claim or group of claims may arise many years after a policy has lapsed. Approximately 94% of our Excess and Surplus Lines net casualty loss reserves are associated with “occurrence form” policies at December 31, 2020.

•Even when a claim is received (irrespective of whether the policy is a “claims made” or “occurrence” basis form), it may take considerable time to fully appreciate the extent of the covered loss suffered by the insured and, consequently, estimates of loss associated with specific claims can increase over time.

•New theories of liability are enforced retroactively from time to time by courts. See also “The effect of emerging claim and coverage issues on our business is uncertain” risk factor in our Annual Report on Form 10-K for the year ended December 31, 2020.

•Volatility in the financial markets, economic events and other external factors may result in an increase in the number of claims and the severity of the claims reported. In addition, elevated inflationary conditions could, among other things, cause loss costs to increase.

•If claims became more frequent, even if we had no liability for those claims, the cost of evaluating these potential claims could escalate beyond the amount of the reserves we have established. As we enter new lines of business, or as a result of new theories of claims, we may encounter an increase in claims frequency and greater claims handling costs than we had anticipated.

•We occasionally enter new lines of insurance, and as a consequence, we sometimes have to make estimates of future losses for risk classes with which we do not have a great deal of experience. This lack of experience may contribute to making errors of judgment when establishing reserves.

In addition, reinsurance reserve estimates are typically subject to greater uncertainty than insurance reserve estimates, primarily due to reliance on the original underwriting decisions made by the ceding company. As a result, we are subject to the risk that our ceding companies may not have adequately evaluated the risks reinsured by us and the premiums ceded may not adequately compensate us for the risks we assume. Other factors resulting in additional uncertainty in establishing reinsurance reserves include:

•The increased lapse of time from the occurrence of an event to the reporting of the claim and the ultimate resolution or settlement of the claim.

•The diversity of development patterns among different types of reinsurance treaties.

•The necessary reliance on the ceding company for information regarding claims.

If any of our insurance or reinsurance reserves should prove to be inadequate for the reasons discussed above, or for any other reason, we will be required to increase reserves, resulting in a reduction in our net income and shareholders’ equity in the period in which the deficiency is identified. Future loss experience substantially in excess of established reserves could also have a material adverse effect on future earnings and liquidity and financial rating, which could affect our ability to attract business, our cost of capital and our ability to retain or hire qualified personnel.

The ongoing effect of the 2017 Tax Act, as well as other changes in U.S. tax law, may have a significant impact on the Company.

Public Law No. 115-97, enacted in December 2017 and informally titled the Tax Cuts and Jobs Act (the “Tax Act”), introduced significant changes to the Internal Revenue Code of 1986, as amended. The Tax Act contained many provisions that impact us and our shareholders, including provisions that impose a base erosion and anti-abuse tax (“BEAT”) on income of a U.S. corporation determined without regard to certain otherwise deductible payments made to certain foreign affiliates (including premium or other consideration paid or accrued to a related foreign reinsurance company for reinsurance), broaden the definition of United States shareholder for purposes of the controlled foreign corporation rules, and make it more difficult for a foreign insurance company to avoid being treated as a passive foreign investment company (“PFIC”).

There is continued uncertainty regarding how these and other provisions of the Tax Act will be interpreted, although guidance in proposed and final forms has been released with respect to certain provisions of the Tax Act, including certain BEAT and PFIC provisions, that may impact the Company. The ultimate impact of the Tax Act may differ from the Company’s description below due to changes in interpretations, as well as additional regulatory guidance that may be issued. Given the

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complexity of the Tax Act, you are strongly encouraged to consult your own tax advisor regarding its potential impact on the U.S. federal income tax consequences to you considering your particular circumstance.

Apart from enactment of the Tax Act, other legislative proposals or administrative or judicial developments could also result in an increase in the amount of U.S. tax payable by us or by an owner of our common shares.

We are subject to extensive regulation, which may materially adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may materially adversely affect our financial condition and results of operations.

Our admitted insurance and reinsurance subsidiaries are subject to extensive regulation, primarily by California (the domiciliary state for Falls Lake Fire and Casualty Company), Ohio (the domiciliary state for James River Insurance and Falls Lake National), North Carolina (the domiciliary state for Stonewood Insurance), Virginia (the domiciliary state for James River Casualty), Bermuda (the domicile of JRG Re and Carolina Re), and to a lesser degree, the other jurisdictions in the United States in which we operate. Most insurance regulations are designed to protect the interests of insurance policyholders, as opposed to the interests of shareholders. These regulations generally are administered by a department of insurance in each state and, in the case of JRG Re and Carolina Re, the Bermuda Monetary Authority (“BMA”) in Bermuda, and relate to, among other things, authorizations to write certain lines of business, capital and surplus requirements, reserve requirements, rate and form approvals, investment and underwriting limitations, affiliate transactions, dividend limitations, cancellation and non-renewal of policies, changes in control, solvency, receipt of reinsurance credit, accounting principles and a variety of other financial and non-financial aspects of our business. These laws and regulations are regularly re-examined and any changes in these laws and regulations or new laws or interpretations thereof may be more restrictive, could make it more expensive to conduct business or otherwise materially adversely affect our financial condition or operations. State insurance departments and the BMA also conduct periodic examinations of the affairs of insurance companies and reinsurance companies and require the filing of annual and other reports relating to financial condition, holding company issues and other matters. These regulatory requirements may impose timing and expense or other constraints that could materially adversely affect our ability to achieve some or all of our business objectives. Failure by any of insurance subsidiaries to comply with applicable regulations could result in a requirement for that subsidiary to cease writing business.

In addition, regulatory authorities have broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. For example, an insurer’s registration may be cancelled by the BMA on certain grounds specified in the Insurance Act, including failure by the insurer to comply with its obligations under the Insurance Act, or if the BMA believes that the insurer has not been carrying on business in accordance with sound insurance principles. In some instances, where there is uncertainty as to applicability, we follow practices based on our interpretations of regulations or practices that we believe are generally followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us. This could materially adversely affect our ability to operate our business.

The admitted market is subject to more state regulation than the E&S market, particularly with regard to rate and form filing requirements, restrictions on the ability to exit lines of business, premium tax payments and membership in various state associations, such as guaranty funds. Some states have deregulated their commercial insurance markets. We cannot predict the effect that further deregulation would have on our business, financial condition or results of operations.

The National Association of Insurance Commissioners (“NAIC”) has developed a system to test the adequacy of statutory capital of U.S.-based insurers, known as risk-based capital or “RBC,” that many states have adopted. This system establishes the minimum amount of risk-based capital necessary for an insurer to support its overall business operations. It identifies property-casualty insurers that may be inadequately capitalized by looking at certain inherent risks of each insurer’s assets and liabilities and its mix of net written premiums. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action, including supervision, rehabilitation or liquidation. Failure to maintain adequate risk-based capital at the required levels could materially adversely affect the ability of our insurance subsidiaries to maintain regulatory authority to conduct their business. For additional information, see “Item 1. Business—Regulation—U.S. Insurance Regulation—State Regulation.” in our Annual Report on Form 10-K for the year ended December 31, 2020, which report is incorporated into the prospectus supplement by reference.

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In addition, the various state insurance regulators have increased their focus on risks within an insurer’s holding company system that may pose enterprise risk to the insurer. In 2012, the NAIC adopted certain amendments, which when adopted by the various states, are designed to respond to perceived gaps in the regulation of insurance holding company systems in the United States. One of the major changes is a requirement that an insurance holding company system’s ultimate controlling person submit annually to its lead state insurance regulator an “enterprise risk report” that identifies activities, circumstances or events involving one or more affiliates of an insurer that, if not remedied properly, are likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole. Other changes include (i) requiring a controlling person to submit prior notice to its domiciliary insurance regulator of a divestiture of control, (ii) having detailed minimum requirements for cost sharing and management agreements between an insurer and its affiliates and (iii) expanding the types of agreements between an insurer and its affiliates to be filed with its domiciliary insurance regulator. The amendments must be adopted by a state legislature and such state’s insurance regulator in order to be effective in that state. Each of California, North Carolina, Ohio and Virginia, the states in which our U.S. insurance subsidiaries are domiciled, include this enterprise risk report requirement.

In 2012, the NAIC also adopted the Risk Management and Own Risk and Solvency Assessment Model Act (the “ORSA Model Act”). The ORSA Model Act, when adopted by the various states, requires an insurance holding company system’s Chief Risk Officer to submit annually to its lead state insurance regulator an ORSA. The ORSA is a confidential internal assessment appropriate to the nature, scale and complexity of an insurer of the material and relevant risks identified by the insurer associated with an insurer’s current business plan and the sufficiency of capital resources to support those risks. The ORSA Model Act must be adopted by a state legislature in order to be effective in that state. Each of California, North Carolina, Ohio and Virginia, the states in which our U.S. insurance subsidiaries are domiciled, adopted and require an ORSA filing.

We cannot predict with certainty the effect any enacted, proposed or future state or federal regulation or NAIC initiative may have on the conduct of our business. Furthermore, there can be no assurance that the regulatory requirements applicable to our business will not become more stringent in the future or result in materially higher cost than current requirements. Changes in regulation of our business may materially reduce our profitability, limit our growth or otherwise materially adversely affect our operations.

We depend upon dividends and distributions from our subsidiaries, and we may be unable to distribute dividends to our shareholders to the extent we do not receive dividends from our subsidiaries.

We are a holding company that has no substantial operations of our own. Accordingly, we rely primarily on cash dividends or distributions from our operating subsidiaries to pay our operating expenses and any dividends that we may pay to shareholders. The payment of dividends by our insurance and reinsurance subsidiaries is limited under the laws and regulations of the applicable domicile. These regulations stipulate the maximum amount of annual dividends or other distributions available to shareholders without prior approval of the relevant regulatory authorities. As a result of such regulations, we may not be able to pay our operating expenses as they become due and our payment of future dividends to shareholders may be limited.

The payment of dividends by our subsidiaries to us is limited by statute. In general, the laws and regulations applicable to our U.S. insurance subsidiaries limit the aggregate amount of dividends or other distributions that they may declare or pay within any 12 month period without advance regulatory approval. In Ohio, the domiciliary state of Falls Lake National and James River Insurance, this limitation is the greater of statutory net income for the preceding calendar year or 10% of the statutory surplus at the end of the preceding calendar year, provided that such dividends may only be paid out of earned surplus of each of the companies, without obtaining regulatory approval. In North Carolina, the domiciliary state of Stonewood Insurance, this limitation is the greater of statutory net income excluding realized capital gains for the preceding calendar year or 10% of the statutory surplus at the end of the preceding calendar year, provided that such dividends may only be paid out of unassigned surplus without obtaining regulatory approval. In Virginia, the domiciliary state of James River Casualty, this limitation is the greater of statutory net income excluding realized capital gains for the preceding calendar year or 10% of the statutory surplus at the end of the preceding calendar year, provided that such dividends may only be paid out of unassigned surplus without obtaining regulatory approval. In California, the domiciliary state of Falls Lake Fire and Casualty Company, this limitation is the greater of statutory net income for the preceding calendar year or 10% of the statutory surplus at the end of the preceding calendar year, provided that such dividends may only be paid out of unassigned surplus without obtaining regulatory approval. In addition, insurance regulators have broad powers to prevent reduction of statutory surplus to inadequate levels and could refuse to permit the payment of dividends calculated under any applicable formula. In addition, dividends paid by our U.S. subsidiaries to our U.K. holding company are subject to a 5% withholding tax by the IRS. Under U.K. domestic law, no withholding tax is applied to dividends paid by U.K. tax resident companies.

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Carolina Re and JRG Re, which are domiciled in Bermuda, are registered as a Class 3A and Class 3B, respectively, insurer under the Insurance Act. The Insurance Act, the conditions listed in the insurance license and the applicable approvals issued by the BMA provide that Carolina Re and JRG Re are required to maintain a combined minimum statutory solvency margin of approximately $172.9 million as of December 31, 2020. A Class 3A and a Class 3B insurer is prohibited from declaring or paying a dividend if it fails to meet, before or after declaration or payment of such dividend, its: (i) requirements under the Companies Act, (ii) minimum solvency margin, (iii) enhanced capital requirement or (iv) minimum liquidity ratio. If a Class 3A or Class 3B insurer fails to meet its minimum solvency margin or minimum liquidity ratio on the last day of any financial year, it is prohibited from declaring or paying any dividends during the next financial year without the approval of the BMA. In addition, Carolina Re, as a Class 3A insurer, and JRG Re, as a Class 3B insurer, is prohibited from declaring or paying in any financial year dividends of more than 25% of its total statutory capital and surplus (as shown on its previous financial year’s statutory balance sheet) unless it files (at least seven days before payment of such dividends) with the BMA an affidavit signed by at least two directors (one of whom must be a Bermuda resident director if any of the insurer’s directors are resident in Bermuda) and the principal representative stating that it will continue to meet its solvency margin and minimum liquidity ratio. Where such an affidavit is filed, it shall be available for public inspection at the offices of the BMA.

The inability of our subsidiaries to pay dividends or make distributions to us, including as a result of regulatory or other restrictions, may prevent us from paying our expenses or paying dividends to our shareholders.

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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


Exhibit Number						Description
3.1						Certificate of Incorporation of James River Group Holdings, Ltd. (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)

3.2						Certificate of Incorporation on Change of Name (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)

3.3						Memorandum of Association of James River Group Holdings, Ltd. (incorporated by reference to Exhibit 3.3 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)

3.4						Certificate of Deposit of Memorandum of Increase of Share Capital, dated December 24, 2007 (incorporated by reference to Exhibit 3.4 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)

3.5						Certificate of Deposit of Memorandum of Increase of Share Capital, dated October 7, 2009 (incorporated by reference to Exhibit 3.5 of the Registration Statement on Form S-1, Registration No. 333-199958, filed with the Commission on November 7, 2014)

3.6						Third Amended and Restated Bye-Laws of James River Group Holdings, Ltd. (incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K filed on March 12, 2015, Commission File No. 001-36777)

10.1						Separation and Release Agreement, dated as of August 2, 2021, by and among Robert P. Myron, the Company and James River Group, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on August 4, 2021, Commission File No. 001-36777)
10.2						Loss Portfolio Transfer Reinsurance Agreement dated September 27, 2021 between James River Insurance Company and James River Casualty Company and Aleka Insurance, Inc. (incorp orated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on September 20, 2021, Commission File No. 001-36777)
10.3						Trust Agreement dated September 27, 2021 among James River Insurance Company and James River Casualty Company, Aleka Insurance, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to E xhibit 10.2 of the Current Report on Form 8-K filed on September 30, 2021, Commission File No. 001-36777)
31.1						Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a)

31.2						Chief Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a)

32						Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted 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 - the cover page XBRL tags are embedded within the Inline XBRL document in Exhibit 101.

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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.


		James River Group Holdings, Ltd.

Date:	November 3, 2021	By:	/s/ Frank N. D'Orazio
			Frank N. D'Orazio
			Chief Executive Officer and Director
			(Principal Executive Officer)

Date:	November 3, 2021	By:	/s/ Sarah C. Doran
			Sarah C. Doran
			Chief Financial Officer
			(Principal Financial Officer)

Document

Exhibit 31.1

CERTIFICATION

I, Frank N. D'Orazio, certify that:

1.I have reviewed this quarterly report on Form 10-Q of James River Group Holdings, Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2021


/s/ Frank N. D'Orazio
Frank N. D'Orazio
Chief Executive Officer
(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION

I, Sarah C. Doran, certify that:

1.I have reviewed this quarterly report on Form 10-Q of James River Group Holdings, Ltd.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2021


/s/ Sarah C. Doran
Sarah C. Doran
Chief Financial Officer
(Principal Financial Officer)

Document

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of James River Group Holdings, Ltd. (the “Company”) on Form 10-Q for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Frank N. D'Orazio, Chief Executive Officer of the Company, and Sarah C. Doran, Chief Financial Officer of the Company, certify, to the best of our knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


			/s/ Frank N. D'Orazio
			Frank N. D'Orazio
			Chief Executive Officer
			(Principal Executive Officer)
			November 3, 2021

			/s/ Sarah C. Doran
			Sarah C. Doran
			Chief Financial Officer
			(Principal Financial Officer)
			November 3, 2021