[10-Q] James River Group Holdings, Ltd Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
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 | |||||
or
| 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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
(Zip Code)
(441 ) 295-1422
(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 | |||||||||||||||
| 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☐ | x | 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 July 31, 2025: 45,916,453
James River Group Holdings, Ltd.
Form 10-Q
Index
| Page Number | ||||||||
PART I. FINANCIAL INFORMATION | ||||||||
Item 1. | Financial Statements | |||||||
Condensed Consolidated Balance Sheets—June 30, 2025 and December 31, 2024 | 5 | |||||||
Condensed Consolidated Statements of Income and Comprehensive Income—Three and Six Months Ended June 30, 2025 and 2024 | 7 | |||||||
Condensed Consolidated Statements of Changes in Shareholders’ Equity—Three and Six Months Ended June 30, 2025 and 2024 | 8 | |||||||
Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2025 and 2024 | 10 | |||||||
Notes to Condensed Consolidated Financial Statements | 11 | |||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 38 | ||||||
Critical Accounting Policies and Estimates | 40 | |||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 63 | ||||||
Item 4. | Controls and Procedures | 63 | ||||||
PART II. OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 63 | ||||||
Item 1A. | Risk Factors | 63 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 63 | ||||||
Item 3. | Defaults Upon Senior Securities | 63 | ||||||
Item 4. | Mine Safety Disclosures | 63 | ||||||
Item 5. | Other Information | 63 | ||||||
Item 6. | Exhibits | 64 | ||||||
Signatures | 65 | |||||||
2
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 estimate used to compute loss and loss adjustment expense reserves;
•inaccurate estimates and judgments in our risk management may expose us to greater risks than intended;
•downgrades in the financial strength rating or outlook of our regulated insurance subsidiaries impacting our competitive position and ability to attract and retain insurance business that our subsidiaries write and ultimately our financial condition;
•the outcome of the litigation in connection with the sale of our casualty reinsurance business;
•the potential loss of key members of our management team or key employees, and our ability to attract and retain personnel;
•adverse economic and competitive factors resulting in the sale of fewer policies than expected or an increase in the frequency or severity of claims, or both;
•the impact of a higher than expected inflationary environment on our reserves, loss adjustment expenses, the values of our investments and investment returns, and our compensation expenses;
•exposure to credit risk, interest rate risk and other market risk in our investment portfolio and our reinsurers;
•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 insurance and reinsurance coverage at prices and on terms that allow us to transfer risk, adequately protect our Company against financial loss and that supports our growth plans;
•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 its reimbursement obligations, and our potential inability to demand or maintain adequate collateral to mitigate such risks;
•the inherent uncertainty of estimating reinsurance recoverable on unpaid losses and the possibility that reinsurance may be less than our estimate of reinsurance recoverable on unpaid losses;
•inadequacy of premiums we charge to compensate us for our losses incurred;
•changes in laws or government regulation, including tax or insurance laws and regulations;
•changes in U.S. tax laws (including associated regulations) and the interpretation of certain provisions applicable to insurance/reinsurance businesses with U.S. and non-U.S. operations, which may be retroactive and could have a significant effect on us including, among other things, by potentially increasing our tax rate, as well as on our shareholders;
3
•in the event we did not qualify for the insurance company exception to the passive foreign investment company (“PFIC”) rules and were 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 its foreign subsidiary becoming subject to U.S. federal income taxation;
•a failure of any of the loss limitations or exclusions we utilize in our insurance products 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;
•potential effects on our business of emerging claim and coverage issues;
•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 the Sarbanes-Oxley Act of 2002, as amended;
•changes in our financial condition, regulations or other factors that may restrict our subsidiaries’ ability to pay us dividends;
•an adverse result in any litigation or legal proceedings we are or may become subject to; and
•other risks and uncertainties discussed in this Quarterly Report.
Accordingly, you should read this Quarterly Report completely and with the understanding that our actual future results may be materially different from information contained in the forward-looking statements.
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 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, 2024 filed with the SEC on March 4, 2025.
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.
4
Table of Contents
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
| (Unaudited) June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| Assets | |||||||||||
| Invested assets: | |||||||||||
Fixed maturity securities, available-for-sale, at fair value (amortized cost: 2025 – $ | $ | $ | |||||||||
Equity securities, at fair value (cost: 2025 – $ | |||||||||||
| Bank loan participations, at fair value | |||||||||||
| Short-term investments | |||||||||||
| Other invested assets | |||||||||||
| Total invested assets | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash equivalents | |||||||||||
| Accrued investment income | |||||||||||
| Premiums receivable and agents’ balances, net | |||||||||||
| Reinsurance recoverable on unpaid losses, net | |||||||||||
| Reinsurance recoverable on paid losses | |||||||||||
| Prepaid reinsurance premiums | |||||||||||
| Deferred policy acquisition costs | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
See accompanying notes.
5
Table of Contents
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (continued)
| (Unaudited) June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands, except share amounts) | |||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Liabilities: | |||||||||||
| Reserve for losses and loss adjustment expenses | $ | $ | |||||||||
| Unearned premiums | |||||||||||
| Payables to reinsurers | |||||||||||
| Funds held | |||||||||||
| Deferred reinsurance gain | |||||||||||
| Senior debt | |||||||||||
| Junior subordinated debt | |||||||||||
| Accrued expenses | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingent liabilities (Note 8) | |||||||||||
Series A redeemable preferred shares – 2025 and 2024: | |||||||||||
| Shareholders’ equity: | |||||||||||
Common shares – 2025 and 2024: $ | |||||||||||
Preferred Shares – 2025 and 2024: $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities, Series A redeemable preferred shares, and shareholders’ equity | $ | $ | |||||||||
See accompanying notes.
6
Table of Contents
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except share amounts) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Gross written premiums | $ | $ | $ | $ | |||||||||||||||||||
| Ceded written premiums | ( | ( | ( | ( | |||||||||||||||||||
| Net written premiums | |||||||||||||||||||||||
| Change in net unearned premiums | ( | ( | |||||||||||||||||||||
| Net earned premiums | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Net realized and unrealized (losses) gains on investments | ( | ( | ( | ||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Losses and loss adjustment expenses | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Income from continuing operations before income taxes | |||||||||||||||||||||||
| Income tax expense on continuing operations | |||||||||||||||||||||||
| Net income from continuing operations | |||||||||||||||||||||||
| Discontinued operations (Note 2): | |||||||||||||||||||||||
| Loss from discontinued operations | ( | ( | |||||||||||||||||||||
| Loss on disposal of discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Total loss from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Dividends on Series A preferred shares | ( | ( | ( | ( | |||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
Net unrealized gains (losses), net of taxes of $ | ( | ( | |||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) per common share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Dividend declared per common share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes.
7
Table of Contents
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 (Par) | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||||||
| (in thousands, except share amounts) | |||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Vesting of RSUs | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Compensation expense under share incentive plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends on Series A preferred shares | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends on common shares | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Vesting of RSUs | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Compensation expense under share incentive plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends on Series A preferred shares | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends on common shares | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
8
Table of Contents
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 (Par) | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||||||
| (in thousands, except share amounts) | |||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Vesting of RSUs | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Compensation expense under share incentive plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends on Series A preferred shares | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends on common shares | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Vesting of RSUs | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Compensation expense under share incentive plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends on Series A preferred shares | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends on common shares | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
See accompanying notes.
9
Table of Contents
JAMES RIVER GROUP HOLDINGS, LTD. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Operating activities | |||||||||||
| Net cash (used in) provided by operating activities (a) | $ | ( | $ | ||||||||
| Investing activities | |||||||||||
| Sale of JRG Re | |||||||||||
| Fixed maturity securities, available-for-sale: | |||||||||||
| Purchases | ( | ( | |||||||||
| Sales | |||||||||||
| Maturities and calls | |||||||||||
| Equity securities: | |||||||||||
| Purchases | ( | ( | |||||||||
| Sales and redemptions | |||||||||||
| Bank loan participations: | |||||||||||
| Purchases | ( | ( | |||||||||
| Sales | |||||||||||
| Maturities | |||||||||||
| Other invested assets: | |||||||||||
| Purchases | ( | ( | |||||||||
| Return of capital | |||||||||||
| Proceeds from sales and principal repayments | |||||||||||
| Short-term investments, net | ( | ||||||||||
| Securities receivable or payable, net | ( | ||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Financing activities | |||||||||||
| Senior debt issuances | |||||||||||
| Senior debt repayments | ( | ||||||||||
| Payroll taxes withheld and remitted on net settlement of RSUs | ( | ( | |||||||||
| Dividends on Series A preferred shares | ( | ( | |||||||||
| Dividends on common shares | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Change in cash, cash equivalents, and restricted cash equivalents | ( | ||||||||||
| Cash, cash equivalents, and restricted cash equivalents at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash equivalents at end of period | $ | $ | |||||||||
| Supplemental information | |||||||||||
| Interest paid | $ | $ | |||||||||
| Restricted cash equivalents at beginning of period | $ | $ | |||||||||
| Restricted cash equivalents at end of period | $ | $ | |||||||||
| Change in restricted cash equivalents | $ | $ | ( | ||||||||
(a) Cash provided by operating activities for the six months ended June 30, 2025 and 2024 includes the restricted cash activity above related to a former insured, per the terms of a collateral trust. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book”. Excluding the restricted cash activity, cash (used in) provided by operating activities was $(26.9 ) million and $59.9 million for the six months ended June 30, 2025 and 2024, respectively.
See accompanying notes.
10
Table of Contents
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 entities.
The Company owns five insurance companies based in the United States (“U.S.”) focused on specialty insurance niches 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, an Ohio 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, an Ohio 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.
The Company previously owned JRG Reinsurance Company Ltd. (“JRG Re”), a Bermuda domiciled reinsurer, which comprised the former Casualty Reinsurance segment, and which, prior to the suspension of its underwriting activities in 2023, primarily provided non-catastrophe casualty reinsurance to U.S. third parties. On November 8, 2023, the Company entered into an agreement to sell JRG Re. The sale closed on April 16, 2024 and resulted in the Company’s disposition of its casualty reinsurance business and related assets. The Company has no continued involvement with JRG Re following the sale. See Discontinued Operations below and Note 2 for additional disclosure.
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, 2024 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, 2024 was derived from the Company’s audited annual consolidated financial statements.
Intercompany transactions and balances have been eliminated.
Discontinued Operations
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
11
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.
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.
Income Tax Expense
Adopted Accounting Standards
There were no new accounting standards adopted in 2025 that materially impacted the Company's financial statements.
Prospective Accounting Standards
The guidance in ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures was designed to increase transparency about income tax information through improvements to the rate reconciliation and disclosure of income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024. Although the Company continues to evaluate the impact of adopting this new accounting standard, the amendments are disclosure-related and are not expected to have a material impact on the Company's financial statements.
The guidance in ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses requires additional, disaggregated disclosure around certain income statement expense line items. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on the disclosures in its financial statements.
12
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
2. Discontinued Operations
On November 8, 2023, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Fleming Intermediate Holdings LLC, a Cayman Islands limited liability company (“Fleming”). Pursuant to the Stock Purchase Agreement, and on the terms and subject to the conditions therein, Fleming agreed to purchase from the Company all of the common shares of JRG Re. JRG Re comprised the remaining operations of the former Casualty Reinsurance segment, and the sale of JRG Re, which closed on April 16, 2024, resulted in the Company’s disposition of its casualty reinsurance business and related assets.
Pursuant to the terms of the Stock Purchase Agreement, the aggregate consideration received by the Company, after giving effect to estimated adjustments based on changes in JRG Re’s adjusted net worth between March 31, 2023 and the closing, totaled approximately $291.4 million (the “Closing Date Purchase Price”). The aggregate Closing Date Purchase Price was comprised of (i) $152.4 million paid in cash by Fleming and (ii) an aggregate $139.0 million dividend and distribution from contributed surplus by JRG Re to the Company. In accordance with the Stock Purchase Agreement, the cash portion of the purchase price was calculated based on an estimated balance sheet of JRG Re as of the date of closing. The estimated balance sheet was subject to final post-closing adjustments, which resulted in the downward adjustment to the cash portion of the Closing Date Purchase Price discussed below.
As required by the Stock Purchase Agreement, the Company and Fleming engaged in a post-closing purchase price true-up process. The Company agreed with an initial $11.4 million downward adjustment to the Closing Date Purchase Price due to losses from JRG Re’s operations between the date of the balance sheet used to produce the estimated closing statement and the Closing Date, which downward adjustment was paid to Fleming on October 18, 2024. On April 18, 2025, the independent accounting firm appointed by the parties issued its final determination, concluding the post-closing purchase price true-up process. Pursuant to this final determination, the Company paid $522,789 to Fleming on April 29, 2025 comprised of a $483,625 final downward adjustment to the Closing Date Purchase Price and interest due according to terms of the Stock Purchase Agreement.
The Company determined that the sale of JRG Re represented a strategic shift that will have a major effect on its operations. Accordingly, the results of JRG Re's operations have been presented as discontinued operations for all periods presented in this interim report on Form 10-Q.
The $139.0 million pre-closing dividend was completed in the first quarter of 2024. It included the forgiveness of $133.2 million owed from JRG Holdings to JRG Re and $5.8 million paid in cash to JRG Holdings. The loss on disposal for the six months ended June 30, 2024 of $1.4 million includes a $2.4 million gain for the change in the estimated loss on sale and selling costs incurred of $3.8 million. For the six months ended June 30, 2025, the loss on disposal of $1.8 million includes the $522,789 downward adjustment to the Closing Date Purchase Price plus interest and $1.3 million of additional selling costs incurred by the Company related to the sale of JRG Re.
13
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
The operating results of JRG Re reported in discontinued operations were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Gross written premiums | $ | $ | $ | $ | |||||||||||||||||||
| Ceded written premiums | |||||||||||||||||||||||
| Net written premiums | |||||||||||||||||||||||
| Change in net unearned premiums | |||||||||||||||||||||||
| Net earned premiums | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Net realized and unrealized losses on investments | ( | ( | |||||||||||||||||||||
| Total revenues | ( | ||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Losses and loss adjustment expenses | ( | ||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Loss from discontinued operations | ( | ( | |||||||||||||||||||||
| Loss on disposal of discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Total loss from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
Cash flows from discontinued operations included in the consolidated statements of cash flows were as follows:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net cash used in operating activities of discontinued operations | $ | $ | ( | ||||||||
| Net cash provided by investing activities of discontinued operations | |||||||||||
| Net cash provided by discontinued operations | $ | $ | |||||||||
| Interest paid by discontinued operations | $ | $ | |||||||||
14
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
3. 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) | |||||||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||
State and municipal | $ | $ | $ | ( | $ | ||||||||||||||||||
Residential mortgage-backed | ( | ||||||||||||||||||||||
Corporate | ( | ||||||||||||||||||||||
Commercial mortgage and asset-backed | ( | ||||||||||||||||||||||
U.S. Treasury securities and obligations guaranteed by the U.S. government | ( | ||||||||||||||||||||||
| Total fixed maturity securities, available-for-sale | $ | $ | $ | ( | $ | ||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||
State and municipal | $ | $ | $ | ( | $ | ||||||||||||||||||
Residential mortgage-backed | ( | ||||||||||||||||||||||
Corporate | ( | ||||||||||||||||||||||
Commercial mortgage and asset-backed | ( | ||||||||||||||||||||||
U.S. Treasury securities and obligations guaranteed by the U.S. government | ( | ||||||||||||||||||||||
| Total fixed maturity securities, available-for-sale | $ | $ | $ | ( | $ | ||||||||||||||||||
The amortized cost and fair value of available-for-sale investments in fixed maturity securities at June 30, 2025 are summarized, by contractual maturity, as follows:
| Cost or Amortized Cost | Fair Value | ||||||||||
| (in thousands) | |||||||||||
| One year or less | $ | $ | |||||||||
| After one year through five years | |||||||||||
| After five years through ten years | |||||||||||
| After ten years | |||||||||||
| Residential mortgage-backed | |||||||||||
| Commercial mortgage and asset-backed | |||||||||||
| Total | $ | $ | |||||||||
Actual maturities may differ for some securities because borrowers have the right to call or prepay obligations with or without penalties.
15
Table of Contents
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) | |||||||||||||||||||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||||||||||||||
| State and municipal | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Residential mortgage-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Commercial mortgage and asset-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
U.S. Treasury securities and obligations guaranteed by the U.S. government | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total fixed maturity securities, available-for-sale | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||||||||||||||
| State and municipal | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Residential mortgage-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Commercial mortgage and asset-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
U.S. Treasury securities and obligations guaranteed by the U.S. government | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total fixed maturity securities, available-for-sale | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
At June 30, 2025, the Company held fixed maturity securities of 402 issuers that were in an unrealized loss position with a total fair value of $890.0 million and gross unrealized losses of $70.2 million. None of the fixed maturity securities with unrealized losses has ever missed, or been delinquent on a scheduled principal or interest payment. At June 30, 2025, 100.0 % 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.
The Company reviews its available-for-sale fixed maturities to determine whether unrealized losses 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 are 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 June 30, 2025, December 31, 2024, or June 30, 2024. During the three months ended June 30, 2024, management recognized an impairment loss of $207,000 for one fixed maturity security due to the Company’s inability to hold the security until a recovery in its value to the amortized cost basis. For securities in an unrealized loss position at June 30, 2025, management does not intend to sell the securities, 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.
16
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
The Company elected the fair value option to account for 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 the income statement as net realized and unrealized gains (losses) on investments. 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 June 30, 2025, the Company's bank loan portfolio had an aggregate fair value of $158.9 million and unpaid principal of $164.6 million. Investment income on bank loan participations included in net investment income was $3.1 million and $6.3 million for the three and six months ended June 30, 2025, respectively ($4.6 million and $9.1 million for the respective prior year periods). Net realized and unrealized gains (losses) on bank loan participations were $253,000 and $(2.1 ) million for the three and six months ended June 30, 2025, respectively ($(843,000 ) and $(1.1 ) million in the respective prior year periods). As of June 30, 2025, management concluded that none of the unrealized losses of bank loan participations were due to credit-related impairments. For the three and six months ended June 30, 2024, management concluded that $1.4 million and $2.6 million of the net realized and unrealized losses 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 June 30, 2025 or December 31, 2024.
17
Table of Contents
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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||||||||
| Gross realized gains | $ | $ | $ | $ | |||||||||||||||||||
| Gross realized losses | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Bank loan participations: | |||||||||||||||||||||||
| Gross realized gains | |||||||||||||||||||||||
| Gross realized losses | ( | ( | ( | ( | |||||||||||||||||||
| Changes in fair values of bank loan participations | ( | ( | |||||||||||||||||||||
| ( | ( | ( | |||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Gross realized gains | |||||||||||||||||||||||
| Gross realized losses | ( | ( | ( | ||||||||||||||||||||
| Changes in fair values of equity securities | ( | ( | |||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Short-term investments and other: | |||||||||||||||||||||||
| Gross realized gains | |||||||||||||||||||||||
| Gross realized losses | ( | ||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Realized investment gains or losses are determined on a specific identification basis.
18
Table of Contents
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 private debt.
| Carrying Value | Investment Income | ||||||||||||||||||||||||||||||||||||||||||||||
| June 30, | December 31, | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Renewable energy LLCs (a) | |||||||||||||||||||||||||||||||||||||||||||||||
| Excess and Surplus Lines | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Corporate & Other | |||||||||||||||||||||||||||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Renewable energy notes receivable (b) | |||||||||||||||||||||||||||||||||||||||||||||||
| Excess and Surplus Lines | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate & Other | |||||||||||||||||||||||||||||||||||||||||||||||
Limited partnerships (c) | |||||||||||||||||||||||||||||||||||||||||||||||
| Excess and Surplus Lines | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate & Other | |||||||||||||||||||||||||||||||||||||||||||||||
Private Debt (d) | |||||||||||||||||||||||||||||||||||||||||||||||
| Excess and Surplus Lines | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate & Other | |||||||||||||||||||||||||||||||||||||||||||||||
| Total other invested assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Excess and Surplus Lines | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate & Other | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
(a)The Company's Excess and Surplus Lines segment owns equity interests ranging from 3.6 % to 5.0 % in various LLCs whose principal objective is capital appreciation and income generation from owning and operating renewable energy production facilities (wind and solar). 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. In the three months ended June 30, 2024, the Company received $1.2 million of additional proceeds from a previous sale of two LLCs including $880,000 in the Excess and Surplus Lines and $293,000 in the Corporate and Other segment. The Company received cash distributions from these investments totaling $48,000 and $161,000 in the six months ended June 30, 2025 and 2024, respectively.
(b)The Company's Excess and Surplus Lines and Corporate and Other segments invested in two 12 608,000 and $761,000 on the notes receivable in the Company's Excess and Surplus Lines segment and Corporate and Other segment, respectively.
(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, specialty private credit, and tranches of distressed home loans. Income from the partnerships is recognized under the equity method of accounting. At June 30, 2025, the Company’s Excess and Surplus Lines segment has outstanding commitments to invest another $9.3 million in the limited partnerships.
(d)The Company's Excess and Surplus Lines segment has invested in seven notes receivable for structured private specialty credit. Interest on two notes maturing in 2031 is fixed at 4.25 % and 5.25 %. Interest on two notes maturing in 2035 is fixed at
19
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
On April 11, 2025, the Company entered into an investment agreement with Sixth Street, the parent of Enstar. Pursuant to the agreement, the Company's Excess and Surplus Lines segment has invested in collateralized investment grade notes receivable for structured private specialty credit. Interest on three notes maturing in 2064 is fixed at 6.79 %, 8.04 %, and 9.04 %. At June 30, 2025, the Company’s Excess and Surplus Lines segment has outstanding commitments to invest another $64.6 million in the notes.
4. 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 $181.8
The gross carrying amounts and accumulated amortization for each major specifically identifiable intangible asset class were as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| Life (Years) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||
| Intangible Assets | |||||||||||||||||||||||||||||
| Trademarks | Indefinite | $ | $ | — | $ | $ | — | ||||||||||||||||||||||
| Insurance licenses and authorities | Indefinite | — | — | ||||||||||||||||||||||||||
| Identifiable intangible assets not subject to amortization | — | — | |||||||||||||||||||||||||||
| Broker relationships | |||||||||||||||||||||||||||||
| Identifiable intangible assets subject to amortization | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||
20
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
5. Earnings Per Share
The following represents a reconciliation of the numerator and denominator of the basic and diluted earnings per common share computations contained in the condensed consolidated financial statements:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except share and per share amounts) | |||||||||||||||||||||||
| Net income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Less: Dividends on Series A preferred shares | ( | ( | ( | ( | |||||||||||||||||||
| Income from continuing operations available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Dilutive potential common shares | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income (loss) per common share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
For the three and six months ended June 30, 2025, potential common shares of 13,521,634 6,848,763 were excluded from the calculation of diluted earnings per common share as their effects were anti-dilutive. For the six months ended June 30, 2024, all potential common shares were dilutive and included in the calculation of diluted earnings per common share.
The Company amended the Series A Preferred Shares on November 11, 2024, which, among other things, reduced the voluntary conversion price (see Note 13). The lower conversion price results in a higher number of potential common shares under an assumed conversion when the Series A Preferred Shares are determined to be dilutive in the earnings per share calculation. In applying the if-converted method in the calculation of diluted earnings per share from continuing operations when the Series A Preferred Shares are dilutive, the dividends on the Series A Preferred Shares are added back to income from continuing operations available to common shareholders in the numerator of the calculation and the additional common shares from an assumed conversion of the Series A Preferred Shares are added in the denominator of the calculation.
21
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
6. 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 on reinsurance balances of $1.5 1.2 million at December 31, 2024, $744,000 at June 30, 2024, and $660,000
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Reserve for losses and loss adjustment expenses net of reinsurance recoverables at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Add: Incurred losses and loss adjustment expenses net of reinsurance: | |||||||||||||||||||||||
| Current year | |||||||||||||||||||||||
| Prior years - retroactive reinsurance | ( | ( | |||||||||||||||||||||
| Prior years - excluding retroactive reinsurance | |||||||||||||||||||||||
| Total incurred losses and loss and adjustment expenses | |||||||||||||||||||||||
| Deduct: Loss and loss adjustment expense payments net of reinsurance: | |||||||||||||||||||||||
| Current year | |||||||||||||||||||||||
| Prior years | |||||||||||||||||||||||
| Total loss and loss adjustment expense payments | |||||||||||||||||||||||
| Deduct: Change in deferred reinsurance gain - retroactive reinsurance | ( | ( | |||||||||||||||||||||
| Reserve for losses and loss adjustment expenses net of reinsurance recoverables at end of period | |||||||||||||||||||||||
| Add: Reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period | |||||||||||||||||||||||
| Reserve for losses and loss adjustment expenses gross of reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period | $ | $ | $ | $ | |||||||||||||||||||
The Company experienced $3.0 million of net adverse reserve development in the three months ended June 30, 2025 on the reserve for losses and loss adjustment expenses held at December 31, 2024 (excluding adverse prior year development subject to retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below). This reserve development included $2.3 million of net adverse development in the Excess and Surplus Lines segment and $700,000 of net adverse development in the Specialty Admitted Insurance segment.
The Company experienced $10.7 million of net adverse reserve development in the three months ended June 30, 2024 on the reserve for losses and loss adjustment expenses held at December 31, 2023 (excluding adverse prior year development subject to retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below). This reserve development included $10.7 million of net adverse development in the Excess and Surplus Lines segment.
The Company experienced $2.9 million of net adverse reserve development in the six months ended June 30, 2025 on the reserve for losses and loss adjustment expenses held at December 31, 2024 (excluding adverse prior year development subject to retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below). This reserve development included $2.3 million of net adverse development in the Excess and Surplus Lines segment and $579,000 of net adverse development in the Specialty Admitted Insurance segment.
The Company experienced $10.3 million of net adverse reserve development in the six months ended June 30, 2024 on the reserve for losses and loss adjustment expenses held at December 31, 2023 (excluding adverse prior year development subject to retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below). This reserve development included $10.7 million of net adverse development in the Excess and Surplus Lines segment and $442,000 of net favorable development in the Specialty Admitted Insurance segment.
22
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
Loss Portfolio Transfers and Adverse Development Covers
Loss portfolio transfers and adverse development covers are forms of retroactive reinsurance utilized by the Company to transfer losses and loss adjustment expenses and associated risk of adverse development on covered subject business, as defined in the respective agreements, to an assuming reinsurer in exchange for a reinsurance premium. This reinsurance can bring economic finality (up to the limit of such agreements, if applicable) on the subject risks when they no longer meet the Company's risk appetite or are no longer aligned with the Company's risk management guidelines.
Commercial Auto Loss Portfolio Transfer
On September 27, 2021, James River Insurance and James River Casualty Company (together, “James River”) entered into a loss portfolio transfer transaction (the “Commercial Auto LPT”) 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. The reinsurance coverage is structured to be fully collateralized, is not subject to an aggregate limit, and is subject to certain exclusions. The cumulative amounts ceded under the loss portfolio transfer were $458.0 million and $459.3 million as of June 30, 2025 and December 31, 2024, respectively.
Combined Loss Portfolio Transfer and Adverse Development Cover
On July 2, 2024, James River entered into a Combined Loss Portfolio Transfer and Adverse Development Cover Reinsurance Contract (the “E&S ADC”) with State National Insurance Company, Inc. (“State National”). The transaction closed upon signing.
The E&S ADC was effective January 1, 2024 (the “Effective Date”) and applies to James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates (the “Subject Business”). Pursuant to the E&S ADC, (a) State National reinsures 85 % of losses paid on and after the Effective Date in respect of the Subject Business in excess of $716.6 million up to an aggregate limit of $467.1 million (with State National’s share of the aggregate limit being $397.0 million) in exchange for a reinsurance premium paid by James River equal to $313.2 million, and (b) James River continues to manage claims and to manage and collect the benefit of other existing third-party reinsurance on the Subject Business, which third-party reinsurance inures to the benefit of the E&S ADC. The Company has $28.8 million of aggregate limit remaining on the E&S ADC at June 30, 2025.
Adverse Development Cover
On November 11, 2024, Enstar Group Limited (“Enstar”), through its subsidiary Cavello Bay Reinsurance Limited (“Cavello Bay”), entered into an adverse development cover agreement with James River (“E&S Top Up ADC”), pursuant to which, in exchange for a premium of $52.8 million (less an amount equal to the federal excise tax payable on the premium), Cavello Bay reinsures, effective January 1, 2024, 100 % of the losses associated with James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive). The E&S Top Up ADC excludes losses related to commercial auto policies issued to a former large insured or its affiliates and is subject to a retention by James River of $1,183.7 million (the limit of the E&S ADC executed on July 2, 2024) and up to an aggregate limit of $75.0 million. The E&S Top Up ADC closed on December 23, 2024. The Company recognized a $52.8 million reduction in pre-tax income in connection with the adverse development cover upon closing. The Company has $75.0 million of aggregate limit remaining on the E&S Top Up ADC at June 30, 2025.
Retroactive Reinsurance Accounting
The Company periodically reevaluates the remaining reserves subject to the Commercial Auto LPT, the E&S ADC, and the E&S Top Up ADC, and when recognized adverse prior year development on the subject business causes the cumulative amounts ceded under the agreements to exceed the consideration paid, the agreements move into a gain position subject to retroactive reinsurance accounting under GAAP. Gains are deferred under retroactive reinsurance accounting and recognized in earnings in proportion to actual paid recoveries under the agreements using the recovery method. While the deferral of gains can introduce volatility in the Company's operating results in the short-term, over the life of the contract, we would expect no economic impact to the Company as long as the counterparty performs under the contract. The impact of retroactive reinsurance accounting is not indicative of the Company's current and ongoing operations.
23
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
The following tables summarize the retroactive reinsurance accounting for the Commercial Auto LPT and the E&S ADC for the three and six months ended June 30, 2025 and 2024, respectively.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Commercial Auto LPT | |||||||||||||||||||||||
| Deferred retroactive reinsurance gain at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| (Favorable) adverse prior year development ceded on subject business | ( | ( | |||||||||||||||||||||
| Retroactive reinsurance benefits under the recovery method | ( | ( | ( | ||||||||||||||||||||
| Deferred retroactive reinsurance gain at end of period | $ | $ | $ | $ | |||||||||||||||||||
| E&S ADC | |||||||||||||||||||||||
| Deferred retroactive reinsurance gain at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Adverse prior year development ceded on subject business | |||||||||||||||||||||||
| Retroactive reinsurance benefits under the recovery method | |||||||||||||||||||||||
| Deferred retroactive reinsurance gain at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Total | |||||||||||||||||||||||
| Deferred retroactive reinsurance gain at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Adverse prior year development ceded on subject business | |||||||||||||||||||||||
| Retroactive reinsurance benefits under the recovery method | ( | ( | ( | ||||||||||||||||||||
| Deferred retroactive reinsurance gain at end of period | $ | $ | $ | $ | |||||||||||||||||||
7. Other Comprehensive Income (Loss)
The following table summarizes the components of other comprehensive income (loss):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Unrealized gains (losses) arising during the period, before U.S. income taxes | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| U.S. income taxes | ( | ( | |||||||||||||||||||||
| Unrealized gains (losses) arising during the period, net of U.S. income taxes | ( | ( | |||||||||||||||||||||
| Less reclassification adjustment: | |||||||||||||||||||||||
| Net realized investment gains (losses) | ( | ( | |||||||||||||||||||||
| U.S. income taxes | ( | ||||||||||||||||||||||
| Reclassification adjustment for investment losses realized in net income | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
In addition to the net realized investment gains (losses) on available-for-sale fixed maturities disclosed above, the Company also recognized net realized and unrealized investment gains (losses) on its investments in bank loan participations and equity securities in the respective periods. Refer to Note 3 for disclosure of these amounts.
24
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
8. Contingent Liabilities
Legal Proceedings
The Company is involved in various legal proceedings, including commercial matters and litigation regarding insurance claims which arise in the ordinary course of business. In addition, the Company is involved from time to time in legal actions which seek extra-contractual damages, punitive damages or penalties, including claims alleging bad faith in the handling of insurance claims. 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 the Company's consolidated financial position, results of operations or cash flows.
On March 11, 2024, the Company filed a complaint in the Supreme Court of the State of New York, New York County, Commercial Division against Fleming relating to the Stock Purchase Agreement, pursuant to which Fleming agreed to purchase all of the outstanding common shares of JRG Re (the “Transaction”). The complaint alleges that Fleming breached the Stock Purchase Agreement by its refusal to close the Transaction on March 1, 2024 as required under the terms of the Stock Purchase Agreement, and seeks specific performance of Fleming’s obligation to complete the Transaction and an award of damages. The Company subsequently filed a motion for preliminary injunction to require Fleming to fulfill its contractual obligation to close the Transaction, and on April 6, 2024 the Court granted the Company’s motion and ordered Fleming to complete the Transaction on or prior to April 16, 2024. On April 8, 2024, Fleming filed a notice of appeal of the preliminary injunction, which Fleming withdrew on October 9, 2024. The Transaction closed on April 16, 2024. On April 19, 2024, Fleming filed a motion to dismiss the complaint. On May 9, 2024, the Company filed an amended complaint seeking, among other things, specific performance and damages suffered as a result of Fleming's breach of the Stock Purchase Agreement. On June 6, 2024, Fleming filed a motion to dismiss the amended complaint, on July 3, 2024 the Company filed an opposition to the motion to dismiss, on July 24, 2024 Fleming filed its reply to the opposition, and on October 29, 2024 the court heard oral argument on the motion to dismiss.
On July 15, 2024, Fleming filed a lawsuit in the U.S. District Court, Southern District of New York against JRG Holdings and certain of its officers, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, common law fraud, and breaches of contract, and seeking unspecified monetary damages, including compensatory, consequential and punitive damages, all associated with Fleming's purchase of JRG Re pursuant to the Stock Purchase Agreement. On July 31, 2024, Fleming filed an amended complaint, on September 13, 2024, the Company filed a motion to dismiss the amended complaint, and on October 18, 2024 Fleming filed a second amended complaint. On November 15, 2024, the Company filed a motion to dismiss the second amended complaint, on December 23, 2024 Fleming filed an opposition to the motion to dismiss, on January 17, 2025 the Company filed its reply to Fleming's opposition, on July 2, 2025 the court heard oral argument on the motion to dismiss, and on July 17, 2025 the court granted the Company's motion to dismiss. The deadline for Fleming to file a notice of appeal is August 18, 2025.
Amounts Recoverable from Reinsurers
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 June 30, 2025, the allowance for credit losses on reinsurance recoverables was $1.5 million. 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 require collateral, in the form of a trust arrangement or letter of credit, to secure the obligations of the insurance entity for whom we are fronting.
Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book
James River previously issued a set of commercial auto insurance contracts (the “Rasier Commercial Auto Policies”) 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) (collectively, the “Indemnity Agreements”) and is contractually entitled to reimbursement for the portion of the losses and loss adjustment expenses paid on behalf of Rasier under the Rasier Commercial Auto Policies and other expenses incurred by James River. In addition, on September 27, 2021, James River entered into the Commercial Auto LPT with Aleka to reinsure substantially all of the Rasier Commercial Auto Policies for which James River is not otherwise indemnified by Rasier under the Indemnity Agreements.
25
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
Each of Rasier and Aleka are required to post collateral equal to 102 % of James River's estimate of the respective party's obligations in trusts pursuant to the terms of the Indemnity Agreements and the Commercial Auto LPT, respectively. At June 30, 2025, the total balance of collateral securing Rasier's obligations under the Indemnity Agreements was $55.3 million and Aleka's obligations under the Commercial Auto LPT was $26.5 million. At June 30, 2025, the total reinsurance recoverables under the Commercial Auto LPT was $24.1 million.
In connection with the execution of the Commercial Auto LPT, James River and Aleka entered into an administrative services agreement (the “Administrative Services Agreement”) with a third party claims administrator (the “Administrator”) pursuant to which the Administrator handles the claims on the Rasier Commercial Auto Policies for the remaining life of those claims. The claims paid by the Administrator are reimbursable by James River, and pursuant to the Administrative Services Agreement, James River established a loss fund trust account for the benefit of the Administrator (the “Loss Fund Trust”) to collateralize its claims payment reimbursement obligations. James River funds 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 Indemnity Agreements, the Commercial Auto LPT and James River’s existing third party reinsurance agreements, respectively. At June 30, 2025, the balance in the Loss Fund Trust was $29.3 million, including $17.4 million representing collateral supporting Rasier’s obligations under the Indemnity Agreements and $7.7 million representing collateral supporting Aleka’s obligations under the Commercial Auto LPT. Funds posted to the Loss Fund Trust are classified as restricted cash equivalents on the Company's balance sheet.
While the Commercial Auto LPT brings economic finality to substantially all of the Rasier Commercial Auto Policies, the Company has credit exposure to Rasier and Aleka under the Indemnity Agreements and the Commercial Auto LPT if the estimated losses and expenses of the Rasier Commercial Auto Policies grow at a faster pace than the growth in the collateral balances. In addition, the Company has credit exposure if its estimates of future losses and loss adjustment expenses and other amounts recoverable under the Indemnity Agreements and the Commercial Auto LPT, which are the basis for establishing the collateral balances, are lower than actual amounts paid or payable. The amount of the Company's credit exposure in any of these instances could be material. To mitigate these risks, the Company closely and frequently monitors its exposure compared to the collateral held, and requests additional collateral in accordance with the terms of the Commercial Auto LPT and Indemnity Agreements when its analysis indicates that it has uncollateralized exposure.
9. Segment Information
The Company’s continuing operations are comprised of three reportable segments, two of which are separately managed business units and the third (“Corporate and Other”) includes the Company’s remaining operations. The Excess and Surplus Lines segment primarily offers commercial excess and surplus lines liability and excess property insurance products. The Specialty Admitted Insurance segment offers specialty admitted fronting and program business and, prior to the sale of the Company's renewal rights in 2023, workers’ compensation insurance coverage. The Corporate and Other segment consists of certain management and treasury activities of James River Group, James River UK, and JRG Holdings as well as interest expense associated with senior debt and Junior Subordinated Debt, and investment income. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Prior to entering into a definitive agreement to sell JRG Re on November 8, 2023, JRG Re was considered a reportable segment (the “Casualty Reinsurance” segment). After entering into the agreement to sell JRG Re, the Company no longer considers Casualty Reinsurance to be a reportable segment, but instead it is reported as discontinued operations. The segment information below excludes discontinued operations for all periods presented.
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 Income and Comprehensive Income less loss and loss adjustment expenses on business not subject to retroactive reinsurance accounting (see Retroactive Reinsurance Accounting in Note 6 - Reserve for Losses and Loss Adjustment Expenses) and other operating expenses. Other operating expenses include the underwriting, acquisition, and insurance expenses of the operating segments and, for consolidated underwriting profit, the expenses of the 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, long-term incentive compensation (including share-based compensation) for the full Company, public company expenses and various other corporate expenses. Net commissions in the table below are net of amounts deferred as deferred policy acquisition costs. Employee compensation includes both cash and share-based compensation, as well as employer expenses related to payroll taxes and benefits, and is net of amounts allocated to losses and loss adjustment expenses and amounts deferred. All other operating expenses include, amongst other expenses, costs for insurance, outside professional fees including legal, audit, and consulting, office rent, bad debt expense, and taxes, licenses and fees on business written. Segment results are reported prior to the effects of intercompany pooling agreements and intercompany reinsurance agreements. All gross written premiums and net earned premiums for all periods presented were
26
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
generated from policies issued to U.S. based insureds. Segment revenues for each reportable segment include net earned premiums, net investment income, and realized and unrealized (losses) gains on investments.
The Company's Chief Executive Officer (“CEO”) has final authority over segment resource allocation decisions and performance assessment, and consequently, is identified as the Chief Operating Decision Maker (“CODM”). The CEO considers segment underwriting profit (loss) in the annual budget and forecasting process, and in monthly financial reviews of actual segment results compared to budget and prior year periods in order to assess segment performance and make strategic operating decisions regarding the business written by the segments, the allocation of capital and personnel to the segments, and compensation for segment employees. The segment information presented below aligns with the information that is presented regularly to the CEO.
The following table summarizes the Company’s segment results:
| Excess and Surplus Lines | Specialty Admitted Insurance | Corporate and Other | Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| As of and for the Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| Gross written premiums | $ | $ | $ | $ | |||||||||||||||||||
| Net earned premiums | |||||||||||||||||||||||
| Fee income | |||||||||||||||||||||||
| Losses and loss adjustment expenses | |||||||||||||||||||||||
| Less: losses and loss adjustment expense - retroactive reinsurance | |||||||||||||||||||||||
| Losses and loss adjustment expenses excluding retroactive reinsurance | |||||||||||||||||||||||
| Other operating expenses: | |||||||||||||||||||||||
| Net commissions | ( | ||||||||||||||||||||||
| Employee compensation | |||||||||||||||||||||||
| All other operating expenses | |||||||||||||||||||||||
| Underwriting profit (loss) | ( | ( | |||||||||||||||||||||
| Segment revenues | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Segment goodwill | |||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||
27
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
| Excess and Surplus Lines | Specialty Admitted Insurance | Corporate and Other | Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| As of and for the Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| Gross written premiums | $ | $ | $ | $ | |||||||||||||||||||
| Net earned premiums | |||||||||||||||||||||||
| Fee income | |||||||||||||||||||||||
| Losses and loss adjustment expenses | |||||||||||||||||||||||
| Less: losses and loss adjustment expense - retroactive reinsurance | ( | ( | |||||||||||||||||||||
| Losses and loss adjustment expenses excluding retroactive reinsurance | |||||||||||||||||||||||
| Other operating expenses: | |||||||||||||||||||||||
| Net commissions | ( | ||||||||||||||||||||||
| Employee compensation | |||||||||||||||||||||||
| All other operating expenses | |||||||||||||||||||||||
| Underwriting profit (loss) | ( | ||||||||||||||||||||||
| Segment revenues | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Segment goodwill | |||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||
| As of and for the Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| Gross written premiums | $ | $ | $ | $ | |||||||||||||||||||
| Net earned premiums | |||||||||||||||||||||||
| Fee income | |||||||||||||||||||||||
| Losses and loss adjustment expenses | |||||||||||||||||||||||
| Less: losses and loss adjustment expense - retroactive reinsurance | |||||||||||||||||||||||
| Losses and loss adjustment expenses excluding retroactive reinsurance | |||||||||||||||||||||||
| Other operating expenses: | |||||||||||||||||||||||
| Net commissions | ( | ||||||||||||||||||||||
| Employee compensation | |||||||||||||||||||||||
| All other operating expenses | |||||||||||||||||||||||
| Underwriting profit (loss) | ( | ( | |||||||||||||||||||||
| Segment revenues | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Segment goodwill | |||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||
28
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
| Excess and Surplus Lines | Specialty Admitted Insurance | Corporate and Other | Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| As of and for the Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| Gross written premiums | $ | $ | $ | $ | |||||||||||||||||||
| Net earned premiums | |||||||||||||||||||||||
| Fee income | |||||||||||||||||||||||
| Losses and loss adjustment expenses | |||||||||||||||||||||||
| Less: losses and loss adjustment expense - retroactive reinsurance | ( | ( | |||||||||||||||||||||
| Losses and loss adjustment expenses excluding retroactive reinsurance | |||||||||||||||||||||||
| Other operating expenses: | |||||||||||||||||||||||
| Net commissions | ( | ||||||||||||||||||||||
| Employee compensation | |||||||||||||||||||||||
| All other operating expenses | |||||||||||||||||||||||
| Underwriting profit (loss) | ( | ||||||||||||||||||||||
| Segment revenues | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Segment goodwill | |||||||||||||||||||||||
| Segment assets | |||||||||||||||||||||||
The following table reconciles the underwriting profit (loss) of the operating segments by individual segment to consolidated income from continuing operations before income taxes:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Underwriting profit (loss) of the operating segments: | |||||||||||||||||||||||
| Excess and Surplus Lines | $ | $ | $ | $ | |||||||||||||||||||
| Specialty Admitted Insurance | ( | ( | |||||||||||||||||||||
| Total underwriting profit of operating segments | |||||||||||||||||||||||
| Other operating expenses of the Corporate and Other segment | ( | ( | ( | ( | |||||||||||||||||||
| Underwriting profit | |||||||||||||||||||||||
| Losses and loss adjustment expenses – retroactive reinsurance | ( | ( | |||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Net realized and unrealized (losses) gains on investments | ( | ( | ( | ||||||||||||||||||||
| Other income and expenses | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of intangible assets | ( | ( | ( | ( | |||||||||||||||||||
| Income from continuing operations before income taxes | $ | $ | $ | $ | |||||||||||||||||||
29
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
10. Other Operating Expenses and Other Expenses
Other operating expenses consist of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Amortization of policy acquisition costs | $ | $ | $ | $ | |||||||||||||||||||
| Other underwriting expenses of the operating segments | |||||||||||||||||||||||
| Other operating expenses of the Corporate and Other segment | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Other expenses of $1.0 million and $1.6 million for the three and six months ended June 30, 2025, respectively ($2.1 million and $2.8 million in the respective prior year periods), primarily consist of certain nonoperating expenses including legal and other professional fees and other expenses related to various strategic initiatives.
11. Senior Debt
On June 12, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced the Company’s previous Third Amended and Restated Credit Agreement dated as of July 7, 2023, as amended (the “Previous Credit Agreement”), that provided for a $212.5 million unsecured revolving credit facility and a $45.0 million secured revolving credit facility.
The Credit Agreement provides for a $212.5 million unsecured revolving credit facility available for general corporate purposes and matures on June 12, 2028. Following the sale of JRG Re, the Company no longer has a need for the secured revolving credit facility provided by the Previous Credit Agreement. The interest rates applicable to the loans under the Credit Agreement are generally based on the Secured Overnight Financing Rate (“SOFR”) plus a specified margin based on the Company’s Leverage Ratio (as defined in the Credit Agreement). In addition, the Company will pay an unused facility fee on each lender’s commitment.
At June 30, 2025, the Company had a drawn balance of $210.8 million outstanding on the unsecured revolver of the Credit Agreement, including $25.0 million previously borrowed on January 27, 2025 under the Previous Credit Agreement which was contributed to our regulated insurance entities.
The Credit Agreement provides for an accordion feature that permits the Company to request that one or more lenders (without the consent of the other lenders) or new financial institutions (with the consent of the Administrative Agent) provide it with increases in the credit facility of up to an aggregate of $30.0 million, subject to satisfaction of certain conditions.
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The Credit Agreement also includes financial covenants, including a maximum leverage ratio and minimum consolidated net worth, risk-based capital ratio and financial strength rating requirements with which the Company was in compliance at June 30, 2025.
In connection with the Credit Agreement, James River UK and James River Group each entered into a Continuing Guaranty of Payment dated June 12, 2025 (each, a “Payment Guaranty”). Pursuant to its respective Payment Guaranty, each of James River UK and James River Group guarantees the payment and performance of the Company’s obligations under the Credit Agreement and other loan documents.
12. 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
30
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
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 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, 2023.
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 June 30, 2025 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 | $ | $ | $ | $ | |||||||||||||||||||
| Residential mortgage-backed | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Commercial mortgage and asset-backed | |||||||||||||||||||||||
U.S. Treasury securities and obligations guaranteed by the U.S. government | |||||||||||||||||||||||
| Total fixed maturity securities, available-for-sale | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Preferred stock | |||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||
| Total equity securities | $ | $ | $ | $ | |||||||||||||||||||
| Bank loan participations | $ | $ | $ | $ | |||||||||||||||||||
| Short-term investments | $ | $ | $ | $ | |||||||||||||||||||
31
Table of Contents
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, 2024 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 | $ | $ | $ | $ | |||||||||||||||||||
| Residential mortgage-backed | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Commercial mortgage and asset-backed | |||||||||||||||||||||||
U.S. Treasury securities and obligations guaranteed by the U.S. government | |||||||||||||||||||||||
| Total fixed maturity securities, available-for-sale | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Preferred stock | |||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||
| Total equity securities | $ | $ | $ | $ | |||||||||||||||||||
| Bank loan participations | $ | $ | $ | $ | |||||||||||||||||||
| Short-term investments | $ | $ | $ | $ | |||||||||||||||||||
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 using significant unobservable inputs (Level 3) is shown below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Transfers out of Level 3 | |||||||||||||||||||||||
| Transfers in to Level 3 | |||||||||||||||||||||||
| Purchases | |||||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Maturities, calls and paydowns | |||||||||||||||||||||||
| Amortization of discount | |||||||||||||||||||||||
| Total gains or losses (realized/unrealized): | |||||||||||||||||||||||
| Included in earnings | ( | ( | ( | ( | |||||||||||||||||||
| Included in other comprehensive income | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
The Company held one 1,000 at June 30, 2025 for the equity security was obtained from our asset manager and was derived from an internal model.
The Company held one 5,000 at June 30, 2024 for the equity security was obtained from our asset manager and was derived from an internal model.
32
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
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 six months ended June 30, 2025 or 2024. 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 June 30, 2025 and December 31, 2024, 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:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Fixed maturity securities, available-for-sale | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
| Bank loan participations | |||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Restricted cash equivalents | |||||||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| Other invested assets – notes receivable | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Senior debt | |||||||||||||||||||||||
| Junior subordinated debt | |||||||||||||||||||||||
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 June 30, 2025 and December 31, 2024 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 June 30, 2025 and December 31, 2024, respectively. The Company also utilized an internally developed valuation model based on the spread of a comparable market index to determine the fair value of certain other invested assets-notes receivable at June 30, 2025 and December 31, 2024.
The fair values of senior debt, junior subordinated debt, and investments in notes receivable, classified in other invested assets, at June 30, 2025 and December 31, 2024 were determined using inputs to the valuation methodology that are unobservable (Level 3).
33
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
13. Series A Preferred Shares
The Company has 112,500 7 % Series A Perpetual Cumulative Convertible Preferred Shares, par value $0.00125
The Series A Preferred Shares rank senior to our common shares with respect to dividend rights and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company, upon which the holders of Series A Preferred Shares would receive the greater of the $1,000 liquidation preference per share (the “Liquidation Preference”) plus accrued and unpaid dividends, or the amount they would have received if they had converted all of their Series A Preferred Shares to common shares immediately before such liquidation, dissolution or winding up.
Holders of the Series A Preferred Shares are entitled to a dividend at the rate of 7 % of the Liquidation Preference per annum, paid in cash, in-kind in common shares or in Series A Preferred Shares, at the Company’s election. On October 1, 2029, and each five-year anniversary thereafter, the dividend rate will reset to a rate equal to the five-year U.S. treasury rate plus 5.2 %, subject to a cap of 8.0 %. Dividends accrue and are payable quarterly. Cash dividends of $3.9 million and $5.3 million were paid on the Series A Preferred Shares in the six months ended June 30, 2025 and 2024, respectively.
The Series A Preferred Shares are convertible at the option of the holders thereof at any time into common shares at a conversion price of $8.32 , making the Series A Preferred Shares convertible into 13,521,634 common shares. The conversion price is subject to customary anti-dilution adjustments, including cash dividends on the common shares above specified levels.
The Certificate of Designations setting forth the terms of the Series A Preferred Shares (the “Certificate of Designations”) limits the Company's ability to pay dividends to its common shareholders. If the Company pays cash dividends of more than $0.05 per common share per quarter, without the consent of at least the majority of the Series A Preferred Shares then outstanding, the Company will be required to reduce the conversion price of the Series A Preferred Shares. Additionally, the payment of cash dividends in excess of $0.10 per common share per quarter is not permitted if the dividends on the Series A Preferred Shares for that quarter are not paid in cash, unless the Company’s insurance subsidiaries satisfy certain capital requirements. Share dividends payable on the common shares to the Company's shareholders also trigger a reduction of the conversion price applicable to the Series A Preferred Shares. None of the triggers that would result in additional adjustments to the conversion price have been met at June 30, 2025.
If at any time the volume-weighted average price (“VWAP”) per common share is greater than 200 % of the then applicable conversation price for at least twenty (20) consecutive trading days, the Company will be able to elect to convert (a “Mandatory Conversion”) all of the outstanding Series A Preferred Shares into common shares. In the case of a Mandatory Conversion, each Series A Preferred Share then outstanding will be converted into (i) the number of common shares equal to the quotient of (A) the sum of the Liquidation Preference and the accrued and unpaid dividends with respect to such Series A Preferred Share to be converted divided by (B) the conversion price of such share in effect as of the date of the Mandatory Conversion plus (ii) cash in lieu of fractional shares.
Upon any Mandatory Conversion on or before March 1, 2027, all dividends that would have accrued from the date of the Mandatory Conversion to the later of March 1, 2027 or the last day of the eighth quarter following the date of the Mandatory Conversion, the last eight quarters of which will be discounted to present value using a discount rate of 3.5 % per annum, and will be immediately payable in common shares, valued at the average of the daily VWAP of the Company’s common shares during the five (5) trading days immediately preceding the conversion.
The holders of the Series A Preferred Shares may require the Company to repurchase their shares upon the occurrence of certain change of control events. Upon the occurrence of a Fundamental Change (as defined in the Certificate of Designations), each holder of outstanding Series A Preferred Shares will be permitted to, at its election, (i) effective as of immediately prior to the Fundamental Change, convert all or a portion of its Series A Preferred Shares into common shares, or (ii) require the Company to repurchase any or all of such holder’s Series A Preferred Shares at a purchase price per Series A Preferred Share equal to the Liquidation Preference of such Series A Preferred Share plus accrued and unpaid dividends plus, if the Fundamental Change repurchase occurs prior to March 1, 2027, all dividends that would have accrued up to such date, but that have not been paid. The repurchase price will be payable in cash.
Because the Company may be required to repurchase all or a portion of the Series A Preferred Shares at the option of the holder upon the occurrence of certain change of control events, the Series A Preferred Shares are classified as mezzanine equity in the Company's condensed consolidated balance sheets and recognized at their determined fair value of $133.1 million. The Series A Preferred Shares were valued using a lattice method commonly applied to value preferred shares. The Series A Preferred Shares are classified as Level 3 in the valuation hierarchy due to the presence of significant unobservable inputs.
34
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
The Certificate of Designations limits transfers of the Series A Preferred Shares without the Company’s consent if, after the transfer, the transferee would hold 9.9 % or more of the voting equity of the Company or, in the event of an A.M. Best downgrade of James River Insurance Company below A- (Excellent), 19.9 % of the voting equity.
Under the terms of the Investment Agreement, GPC Partners has the right to designate one member of the Board (the “Series A Designee”). GPC Partners designated Matthew Botein as the Series A Designee, and Mr. Botein was approved by the Board as a Class I director with a term that expired at the 2024 annual general meeting of the Company’s shareholders. Mr. Botein was re-elected as a director at the 2024 annual general meeting for a term ending at the 2025 annual general meeting.
14. Capital Stock and Equity Awards
Common Shares
Total common shares outstanding increased from 45,644,318 at December 31, 2024 to 45,895,335 at June 30, 2025, reflecting 251,017 common shares issued in the six months ended June 30, 2025 related to vesting of RSUs.
Dividends
The Company declared the following dividends on common shares during the first six months of 2025 and 2024:
| Date of Declaration | Dividend per Common Share | Payable to Shareholders of Record on | Payment Date | Total Amount | ||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| February 20, 2025 | $ | March 10, 2025 | March 31, 2025 | $ | ||||||||||||||||||||||
| April 24, 2025 | $ | June 9, 2025 | June 30, 2025 | |||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| February 15, 2024 | $ | March 11, 2024 | March 29, 2024 | $ | ||||||||||||||||||||||
| April 25, 2024 | $ | June 10, 2024 | June 28,2024 | |||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
Included in the total dividends for the six months ended June 30, 2025 and 2024 are $36,000 and $96,000 , respectively, of dividend equivalents on unvested RSUs. The balance of dividends payable on unvested RSUs was $137,000 at June 30, 2025 and $252,000 at December 31, 2024.
Equity Incentive Plans
The Company’s shareholders have approved various equity incentive plans, including 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.
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. At June 30, 2025, the maximum number of shares available for issuance under the 2014 LTIP was 5,507,650 and 599,695 shares were available for grant.
On July 26, 2022, the Board of Directors of the Company approved a new long-term incentive plan (the “LTI Plan”) under the 2014 LTIP. The LTI Plan is designed to align compensation of designated senior officers of the Company with Company performance and shareholder interests over the long-term. Awards under the LTI Plan are made in the form of performance restricted share units (a “PRSU”) and service based restricted share units (RSUs).
Each PRSU represents a contingent right to receive one Company common share based upon the level of achievement of certain performance metrics during the performance period, with payout for achievement of threshold, target and maximum performance levels to be set at 50 %, 100 % and 200 % of the target number of PRSUs, respectively. The PRSUs awarded in the first quarter of 2023 have a performance period of January 1, 2023 through December 31, 2025. The PRSUs awarded in the first quarter of 2024 have a performance period of January 1, 2024 through December 31, 2026. The PRSUs awarded in the first quarter of 2025 have a performance period of January 1, 2025 through December 31, 2027.
35
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
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. At June 30, 2025, the maximum number of shares available for issuance under the 2014 Director Plan was 250,000 and 50,410 shares were 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).
RSUs
The following table summarizes RSU activity:
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Shares | Weighted- Average Grant Date Fair Value | Shares | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||
| Unvested, beginning of period | $ | $ | |||||||||||||||||||||
| Granted | $ | $ | |||||||||||||||||||||
| Vested | ( | $ | ( | $ | |||||||||||||||||||
| Forfeited | ( | $ | ( | $ | |||||||||||||||||||
| Unvested, end of period | $ | $ | |||||||||||||||||||||
Outstanding RSUs granted to employees generally vest ratably over a three year vesting period in the case of time-vest RSUs and cliff vest at the end of a three-year performance period in the case of PRSUs. RSUs granted to non-employee directors generally 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 generally based on the market price of the underlying shares at the date of grant. The RSUs granted in 2025 and 2024 include 620,108 and 231,492 PRSU awards, respectively. Initial PRSU awards are granted at the 100 % target performance level. The Company projects the level of achievement for each award during the performance period and periodically adjusts the number of outstanding awards to reflect the number of awards expected to vest.
Options
At December 31, 2023, the Company had 74,390 options outstanding with an average weighted exercise price of $42.17 . The options lapsed in the six months ended June 30, 2024, after which, there have been no options outstanding.
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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Share based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
| U.S. tax benefit on share based compensation expense | |||||||||||||||||||||||
At June 30, 2025, the Company had $6.9 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 2.0 years.
15. Subsequent Events
On July 24, 2025, the Board of Directors declared a cash dividend of $0.01 per common share. The dividend is payable on September 30, 2025 to shareholders of record on September 15, 2025 .
On July 24, 2025, the Board of Directors declared a dividend of up to $2.0 million on the Series A Preferred Shares. The dividend will be payable in cash on September 30, 2025 to shareholders of record on September 15, 2025 .
36
Table of Contents
JAMES RIVER GROUP HOLDING, LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
On July 24, 2025, the Board of Directors approved awards under the 2014 LTIP and the 2014 Director Plan to the Company’s employees and directors with fair values of $250,000 and $31,000 , respectively, and grant dates of August 6, 2025 and July 24, 2025, respectively.
On July 17, 2025, the U.S. District Court, Southern District of New York granted the Company’s motion to dismiss the lawsuit filed on July 15, 2024 by Fleming against JRG Holdings and certain of its officers, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, common law fraud, and breaches of contract associated with Fleming’s purchase of JRG Re pursuant to the Stock Purchase Agreement. The deadline for Fleming to file a notice of appeal is August 18, 2025.
37
Table of Contents
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” in this Quarterly Report on Form 10-Q, and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025, 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 on Form 10-Q, and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.
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. (“JRG Holdings”) is a Bermuda-based holding company. We own and operate a group of five insurance companies with the objective of generating compelling returns on tangible equity while limiting underwriting and investment volatility. We seek to accomplish this by earning profits from insurance underwriting and generating meaningful investment returns, while managing our capital to meet our risk management, regulatory and rating agency requirements.
We report our continuing operations in three reportable segments:
•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 focuses on niche classes within the standard insurance markets with a primary focus on fronting business, where we retain a minority share of the risk and earn fee income by allowing other carriers and producers to use our licensure, ratings, expertise and infrastructure. Through Falls Lake National and its subsidiaries, this segment has admitted licenses and the authority to write excess and surplus lines insurance in 50 states and the District of Columbia and distributes through a variety of sources, including program administrators and managing general agents;
•The Corporate and Other segment consists of the management, technology, and treasury activities of our holding companies, interest expense associated with our debt, and expenses of our holding companies, including public company expenses and long-term incentive compensation (including share-based compensation) for the group.
Our discontinued operations include JRG Reinsurance Company Ltd. (“JRG Re”), which comprised the remaining operations of the former Casualty Reinsurance segment, and which, prior to the suspension of its underwriting activities in 2023, provided proportional and working layer casualty reinsurance to third parties. On November 8, 2023, the Company entered into a definitive agreement to sell JRG Re. The sale of JRG Re, which closed on April 16, 2024, resulted in the Company’s disposition of its casualty reinsurance business and related assets. The Company has no continued involvement with JRG Re following the sale.
All of the Company’s U.S.-domiciled insurance subsidiaries are party to an intercompany reinsurance “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. 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.
The A.M. Best Company financial strength rating for our U.S. insurance subsidiaries is “A-” (Excellent).
Key Metrics
We discuss certain key metrics, described below, which we believe provide useful information about our business and the operational factors underlying our financial performance.
Underwriting profit is a non-GAAP measure commonly used in the property and casualty insurance industry to evaluate underwriting performance. 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
38
Table of Contents
because our objective is to consistently earn underwriting profits. We evaluate the performance of our segments and allocate resources based primarily on the potential for underwriting profit. We define underwriting profit as net earned premiums and gross fee income (in specific instances when the Company is not retaining insurance risk) less losses and loss adjustment expenses on business from continuing operations not subject to retroactive reinsurance accounting and other operating expenses. Other operating expenses include the underwriting, acquisition, and insurance expenses of the operating segments and, for consolidated underwriting profit, the expenses of the Corporate and Other segment. Our definition of underwriting profit may not be comparable to that of other companies. See “Reconciliation of Non-GAAP Measures” for a reconciliation of underwriting profit to income from continuing operations before taxes and for additional information.
Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses on business from continuing operations not subject to retroactive reinsurance accounting to net earned premiums. Our definition of loss ratio may not be comparable to that of other companies. See “Underwriting Performance Ratios” for a reconciliation of underwriting ratios.
Accident year loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses for the current accident year (excluding development on prior accident year reserves) to net earned premiums for the current year (excluding ceded earned premium associated with adverse development covers covering prior accident years and net earned premium adjustments on certain reinsurance treaties with reinstatement premiums associated with prior years).
Expense ratio, expressed as a percentage, is the ratio of other operating expenses net of gross fee income included in other income to net earned premiums.
Combined ratio is a measure of underwriting performance calculated as the sum of the loss ratio and the expense ratio. A combined ratio of less than 100% indicates an underwriting profit, while a combined ratio greater than 100% reflects an underwriting loss. Our definition of combined ratio may not be comparable to that of other companies. See “Underwriting Performance Ratios” for a reconciliation of underwriting ratios.
Adjusted net operating income is an internal performance measure used in the management of our operations. 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 income is defined as income available to common shareholders excluding a) income (loss) from discontinued operations b) the impact of retroactive reinsurance accounting, c) net realized and unrealized gains (losses) on investments, d) certain non-operating expenses such as professional service fees related to certain lawsuits, various strategic initiatives, and the filing of registration statements for the offering of securities, e) severance costs associated with terminated employees, and f) deemed dividends recorded with the amendment of the Series A Preferred Shares. Adjusted net operating income is a non-GAAP measure and should not be viewed as a substitute for net income calculated in accordance with GAAP. Our definition of adjusted net operating income may not be comparable to that of other companies. See “Reconciliation of Non-GAAP Measures” for a reconciliation of income available to common shareholders to adjusted net operating income.
Tangible equity is defined as shareholders' equity plus mezzanine Series A Preferred Shares (as defined below) and the unrecognized deferred retroactive reinsurance gain less goodwill and intangible assets, net of amortization. Tangible equity is a non-GAAP measure and should not be viewed as a substitute for shareholders’ equity calculated in accordance with GAAP. Our definition of tangible equity may not be comparable to that of other companies. See “Reconciliation of Non-GAAP Measures” for a reconciliation of shareholders' equity to tangible equity.
Tangible equity per share represents tangible equity divided by the sum of total common shares outstanding plus the common shares resulting from an assumed conversion of the outstanding Series A Preferred Shares into common shares (at the conversion price effective as of the last day of the applicable period).
Tangible common equity is defined as shareholders' equity plus the unrecognized deferred retroactive reinsurance gain less goodwill and intangible assets, net of amortization. We believe tangible common equity is a good measure to evaluate the strength of our balance sheet and to compare returns relative to this measure. Key financial measures that we use to assess our longer term financial performance include the percentage growth in our tangible common equity per share and our return on tangible common equity. Tangible common equity is a non-GAAP measure and should not be viewed as a substitute for shareholders’ equity calculated in accordance with GAAP. Our definition of tangible common equity may not be comparable to that of other companies. See “Reconciliation of Non-GAAP Measures” for a reconciliation of shareholders' equity to tangible common equity.
Adjusted net operating return on tangible common equity is defined as annualized adjusted net operating income expressed as a percentage of the average quarterly tangible common equity balances in the respective period.
Tangible common equity per share represents tangible common equity divided by the total common shares outstanding.
Net retention is defined as the ratio of net written premiums to gross written premiums.
39
Table of Contents
Gross investment yield is annualized investment income before any deductions for fees and expenses, expressed as a percentage of the average beginning and ending carrying values of those investments during the period.
Unless specified otherwise, all references to our defined metrics above in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are for our business from continuing operations that is not subject to retroactive reinsurance accounting. Management believes that the lack of economic impact of retroactive reinsurance accounting makes the presentation of our key metrics on business not subject to retroactive reinsurance accounting helpful to the users of our financial information. See “Underwriting Performance Ratios” and “Reconciliation of Non-GAAP Measures.”
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 and investment valuation and impairment. For a detailed discussion of each of these policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to any of these policies during the current year.
Recent Strategic Actions
In the fourth quarter of 2024, the Board of Directors concluded the strategic review process announced in November of 2023. While the strategic review process has been completed, in the ordinary course of business the Company and Board of Directors expect to consider opportunities consistent with its fiduciary duty.
Combined Loss Portfolio Transfer and Adverse Development Cover
On July 2, 2024, James River Insurance and James River Casualty (together, “James River”), entered into a Combined Loss Portfolio Transfer and Adverse Development Cover Reinsurance Contract (the “E&S ADC”) with State National Insurance Company, Inc. (“State National”). The transaction closed upon signing.
The E&S ADC was effective January 1, 2024 (the “Effective Date”) and applies to James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates (the “Subject Business”). Pursuant to the E&S ADC, (a) State National reinsures 85% of losses paid on and after the Effective Date in respect of the Subject Business in excess of $716.6 million up to an aggregate limit of $467.1 million (with State National’s share of the aggregate limit being $397.0 million) in exchange for a reinsurance premium paid by James River equal to $313.2 million, and (b) James River continues to manage claims and to manage and collect the benefit of other existing third-party reinsurance on the Subject Business, which third-party reinsurance inures to the benefit of the E&S ADC. The Company has $28.8 million of aggregate limit remaining on the E&S ADC at June 30, 2025.
Enstar Strategic Relationship
The Company commenced a multi-pronged strategic relationship with Enstar Group Limited (“Enstar”). As part of this, on November 11, 2024, Enstar, through its subsidiary Cavello Bay Reinsurance Limited (“Cavello Bay”), entered into (i) a subscription agreement to purchase $12.5 million of the Company’s common shares at a share price of $6.40, which shares are in addition to 637,640 shares Enstar previously purchased in the open market, and (ii) an adverse development cover agreement with James River (the “E&S Top Up ADC”). Pursuant to the E&S Top Up ADC, in exchange for a premium of $52.8 million (less an amount equal to the federal excise tax payable on the premium), Cavello Bay reinsures, effective January 1, 2024, 100% of the losses associated with James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive). This agreement excludes losses related to commercial auto policies issued to a former large insured or its affiliates. It is subject to a retention by James River of $1,183.7 million (the limit of the E&S ADC) and up to an aggregate limit of $75.0 million. Enstar’s purchase of common shares and the E&S Top Up ADC closed on December 23, 2024. The Company recognized a $52.8 million reduction in pre-tax income in connection with the E&S Top Up ADC upon closing. The Company has $75.0 million of aggregate limit remaining on the E&S Top Up ADC at June 30, 2025.
Series A Preferred Share Amendment
On November 11, 2024, the Company amended the Certificate of Designations setting forth the terms of the Series A Preferred Shares held by GPC Partners to, among other things, (i) convert $37.5 million of the outstanding Series A Preferred Shares to common stock at a per share price of $6.40 (the “Minimum Price”), (ii) increase the voluntary conversion price from 127.5% to 130% of the Minimum Price, (iii) increase the mandatory conversion price from 130% to 200% of the voluntary
40
Table of Contents
conversion price, (iv) delay the first date on which the dividend rate re-sets from March 1, 2027 to October 1, 2029, (v) cap the dividend rate at 8%, (vi) eliminate the adverse development anti-dilution adjustment provision, and (vii) limit transfers of the Series A Preferred Shares without the Company’s consent if, after the transfer, the transferee would hold 9.9% or more of the voting equity of the Company or, in the event of an A.M. Best downgrade of James River Insurance below A- (Excellent), 19.9% of the voting equity.
41
Table of Contents
RESULTS OF OPERATIONS
The following table summarizes our results:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Gross written premiums | $ | 378,003 | $ | 412,247 | (8.3) | % | $ | 672,364 | $ | 743,057 | (9.5) | % | |||||||||||||||||||||||
| Net retention | 46.6 | % | 44.0 | % | 45.2 | % | 43.0 | % | |||||||||||||||||||||||||||
| Net written premiums | $ | 175,990 | $ | 181,353 | (3.0) | % | $ | 303,946 | $ | 319,525 | (4.9) | % | |||||||||||||||||||||||
| Net earned premiums | $ | 152,609 | $ | 163,193 | (6.5) | % | $ | 304,511 | $ | 334,884 | (9.1) | % | |||||||||||||||||||||||
| Losses and loss adjustment expenses excluding retroactive reinsurance | (103,902) | (119,155) | (12.8) | % | (205,355) | (233,206) | (11.9) | % | |||||||||||||||||||||||||||
| Other operating expenses | (46,643) | (42,819) | 8.9 | % | (96,371) | (92,319) | 4.4 | % | |||||||||||||||||||||||||||
Underwriting profit (1), (2) | 2,064 | 1,219 | 69.3 | % | 2,785 | 9,359 | (70.2) | % | |||||||||||||||||||||||||||
| Losses and loss adjustment expenses - retroactive reinsurance | (9,239) | 3,684 | — | (7,311) | 7,686 | — | |||||||||||||||||||||||||||||
| Net investment income | 20,516 | 24,931 | (17.7) | % | 40,524 | 47,563 | (14.8) | % | |||||||||||||||||||||||||||
| Net realized and unrealized (losses) gains on investments | (352) | (2,305) | (84.7) | % | (1,723) | 2,278 | — | ||||||||||||||||||||||||||||
| Other income and expense | 234 | (905) | — | 589 | (726) | — | |||||||||||||||||||||||||||||
| Interest expense | (5,805) | (6,344) | (8.5) | % | (11,346) | (12,829) | (11.6) | % | |||||||||||||||||||||||||||
| Amortization of intangible assets | (91) | (91) | — | (182) | (182) | — | |||||||||||||||||||||||||||||
| Income from continuing operations before taxes | 7,327 | 20,189 | (63.7) | % | 23,336 | 53,149 | (56.1) | % | |||||||||||||||||||||||||||
| Income tax expense on continuing operations | 2,207 | 5,711 | (61.4) | % | 7,228 | 15,163 | (52.3) | % | |||||||||||||||||||||||||||
| Net income from continuing operations | 5,120 | 14,478 | (64.6) | % | 16,108 | 37,986 | (57.6) | % | |||||||||||||||||||||||||||
| Net loss from discontinued operations | (361) | (6,853) | (94.7) | % | (1,775) | (14,958) | (88.1) | % | |||||||||||||||||||||||||||
| Net income | 4,759 | 7,625 | (37.6) | % | 14,333 | 23,028 | (37.8) | % | |||||||||||||||||||||||||||
| Dividends on Series A Preferred Shares | (1,969) | (2,625) | (25.0) | % | (3,938) | (5,250) | (25.0) | % | |||||||||||||||||||||||||||
| Net income available to common shareholders | $ | 2,790 | $ | 5,000 | (44.2) | % | $ | 10,395 | $ | 17,778 | (41.5) | % | |||||||||||||||||||||||
Adjusted net operating income (1) | $ | 11,693 | $ | 12,664 | (7.7) | % | $ | 20,795 | $ | 27,496 | (24.4) | % | |||||||||||||||||||||||
| Ratios: | |||||||||||||||||||||||||||||||||||
| Loss ratio | 68.1 | % | 73.0 | % | 67.4 | % | 69.6 | % | |||||||||||||||||||||||||||
| Expense ratio | 30.5 | % | 26.3 | % | 31.7 | % | 27.6 | % | |||||||||||||||||||||||||||
| Combined ratio | 98.6 | % | 99.3 | % | 99.1 | % | 97.2 | % | |||||||||||||||||||||||||||
| Accident year loss ratio | 64.9 | % | 66.0 | % | 65.2 | % | 66.3 | % | |||||||||||||||||||||||||||
(1)Underwriting profit and adjusted net operating income are non-GAAP measures. See “Reconciliation of Non-GAAP Measures.”
(2)Included in underwriting results for the three and six months ended June 30, 2025 and 2024 is gross fee income of $3.9 million and $8.3 million, respectively ($5.6 million and $10.9 million in the respective prior year periods).
Three Months Ended June 30, 2025 and 2024
The Company produced net income from continuing operations of $5.1 million for the three months ended June 30, 2025 compared to $14.5 million for the three months ended June 30, 2024. Adjusted net operating income was $11.7 million and $12.7 million in the respective periods.
Underwriting profits were $2.1 million and $1.2 million (combined ratios of 98.6% and 99.3%) for the three months ended June 30, 2025 and 2024, respectively, reflecting higher underwriting profit in our Excess and Surplus Lines segment which was partially offset by an underwriting loss in our Specialty Admitted Insurance segment. Underwriting results for the three months
42
Table of Contents
ended June 30, 2025 and 2024 include $2.7 million and $1.2 million of premium adjustments associated with prior years including reinstatement premium in the Excess and Surplus Lines segment. The premium adjustments reduced net written and net earned premiums, and underwriting profit in the respective quarters, and resulted in increases to our combined ratio of 1.7 and 0.7 percentage points, respectively.
The loss ratio for the three months ended June 30, 2025 improved compared to the prior year quarter largely driven by net reserve development on prior accident years (excluding adverse prior year development from continuing operations that is subject to retroactive reinsurance accounting - see discussion below) which was $3.0 million or 2.0 points adverse in the three months ended June 30, 2025 compared to $10.7 million or 6.5 points adverse in the three months ended June 30, 2024. Premium adjustments associated with prior years including reinstatement premium in the Excess and Surplus Lines segment increased the respective loss ratios by 1.2 and 0.5 points. The loss ratio for the current year quarter also benefited from a lower current accident year loss ratio and segment mix with the Excess and Surplus Lines segment representing 92.6% of consolidated net earned premiums in the three months ended June 30, 2025 compared to 86.1% in the three months ended June 30, 2024.
Our expense ratio increased from 26.3% in the prior year quarter to 30.5% in the current year quarter reflecting higher expense ratios for both operating segments, partially offset by lower expenses in the Corporate and Other segment. Refer to the Segment Results section below for further discussion of the segment expense ratios. Premium adjustments associated with prior years including reinstatement premium in the Excess and Surplus Lines segment increased the respective consolidated expense ratios by 0.5 and 0.3 points in the respective three month periods.
Investment income declined by $4.4 million or 17.7% in the three months ended June 30, 2025 compared to the same period in the prior year driven by lower invested assets following the funding of strategic initiatives during the second half of 2024 including the reinsurance premium paid to enter the E&S ADC and the E&S Top Up ADC, as well as lower yields. Net realized and unrealized losses on investments were lower in the current year quarter largely due to unfavorable mark-to-market adjustments in the prior year quarter on equity securities of $1.1 million and bank loan participations of $753,000 (see Investing Results below).
The Company entered into a definitive agreement on November 8, 2023 to sell JRG Re. The sale closed on April 16, 2024 and discontinued operations in the prior year period includes the operating results of JRG Re which were a loss of $5.7 million for the period April 1, 2024 to April 16, 2024. The loss on disposal, also included in discontinued operations above, was $361,000 and $1.2 million in the three months ended June 30, 2025 and 2024, respectively.
Adjusted net operating results decreased by $971,000 or 7.7% from the prior year quarter mostly due to the lower investment income. Growth in tangible common equity of 5.3% in the current quarter was largely driven by net income and unrealized gains on fixed maturities in other comprehensive income due to a decline in interest rates. Our 14.0% adjusted net operating return on tangible common equity for the three months ended June 30, 2025 compares to a 14.9% return for the three months ended June 30, 2024.
Six Months Ended June 30, 2025 and 2024
The Company produced net income from continuing operations of $16.1 million for the six months ended June 30, 2025 compared to $38.0 million for the six months ended June 30, 2024. Adjusted net operating income was $20.8 million and $27.5 million in the respective periods.
Underwriting profits were $2.8 million and $9.4 million (combined ratios of 99.1% and 97.2%) for the six months ended June 30, 2025 and 2024, respectively. Underwriting results for the respective six month periods include $5.8 million and $1.2 million of premium adjustments associated with prior years including reinstatement premium in the Excess and Surplus Lines segment. The premium adjustments reduced net written and net earned premiums, and underwriting profit and increased our combined ratio by 1.9 and 0.3 percentage points in the respective periods.
Our loss ratio of 67.4% for the six months ended June 30, 2025 improved compared to the prior year loss ratio of 69.6% primarily reflecting net reserve development on prior accident years (excluding adverse prior year development from continuing operations that is subject to retroactive reinsurance accounting - see discussion below) which was $2.9 million or 1.0 points adverse in the six months ended June 30, 2025 compared to $10.3 million or 3.1 points adverse in the six months ended June 30, 2024. Premium adjustments associated with prior years including reinstatement premium in the Excess and Surplus Lines segment increased the respective loss ratios by 1.2 and 0.2 points. The current year loss ratio also benefited from a lower current accident year loss ratio and segment mix with the Excess and Surplus Lines segment representing 91.4% of consolidated net earned premiums in the six months ended June 30, 2025 compared to 85.4% in the six months ended June 30, 2024.
Our expense ratio increased from 27.6% in the prior year to 31.7% in the current year reflecting higher expense ratios for both operating segments, partially offset by lower expenses in the Corporate and Other segment. Refer to the Segment Results section below for further discussion of the segment expense ratios. Premium adjustments associated with prior years including
43
Table of Contents
reinstatement premium in the Excess and Surplus Lines segment increased the respective consolidated expense ratios by 0.7 and 0.1 points.
Investment income declined by $7.0 million or 14.8% in the six months ended June 30, 2025 compared to the same period in the prior year driven by lower invested assets following the funding of strategic initiatives during the second half of 2024 including the reinsurance premium paid to enter the E&S ADC and the E&S Top Up ADC, as well as lower yields. Net realized and unrealized losses on investments of $1.7 million for the six months ended June 30, 2025 include $2.1 million of net realized and unrealized losses on bank loan participations, partially offset by $313,000 of net realized and unrealized gains on equity securities. Net realized and unrealized gains of $2.3 million for the six months ended June 30, 2024 were largely due to favorable mark-to-market adjustments on equity securities of $3.1 million (see Investing Results below).
Discontinued operations in the prior year period includes the operating results of JRG Re which were a loss of $13.6 million for the six months ended June 30, 2024. The prior year loss from discontinued operations primarily reflects net adverse development of $7.1 million on treaties not subject to the Casualty Re loss portfolio transfer. The loss on disposal, also included in discontinued operations above, was $1.8 million and $1.4 million in the six months ended June 30, 2025 and 2024, respectively.
Adjusted net operating results declined from the prior year by $6.7 million or 24.4% due to the lower underwriting results and lower investment income. Growth in tangible common equity of 12.8% for the six months ended June 30, 2025 was largely driven by net income and unrealized gains on fixed maturities in other comprehensive income due to a decline in interest rates. Our 12.8% adjusted net operating return on tangible common equity for the six months ended June 30, 2025 compares to a 16.1% return for the six months ended June 30, 2024.
Loss Portfolio Transfers and Adverse Development Covers
Loss portfolio transfers and adverse development covers are forms of retroactive reinsurance utilized by the Company to transfer losses and loss adjustment expenses and associated risk of adverse development on covered subject business, as defined in the respective agreements, to an assuming reinsurer in exchange for a reinsurance premium. This reinsurance can bring economic finality (up to the limit of such agreements, if applicable) on the subject risks when they no longer meet the Company's risk appetite or are no longer aligned with the Company's risk management strategy. In addition to the E&S ADC and E&S Top Up ADC described in “Recent Strategic Actions”, the Company also participates in a Commercial Auto loss portfolio transfer.
Commercial Auto Loss Portfolio Transfer
On September 27, 2021, James River Insurance and James River Casualty Company (together, “James River”) entered into a loss portfolio transfer transaction (the “Commercial Auto LPT”) 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. The reinsurance coverage is structured to be fully collateralized, is not subject to an aggregate limit, and is subject to certain exclusions. The cumulative amounts ceded under the loss portfolio transfer were $458.0 million and $459.3 million as of June 30, 2025 and December 31, 2024, respectively.
Retroactive Reinsurance Accounting
The Company periodically reevaluates the remaining reserves subject to the Commercial Auto LPT, the E&S ADC, and the E&S Top Up ADC, and when recognized adverse prior year development on the subject business causes the cumulative amounts ceded under the agreements to exceed the consideration paid, the agreements move into a gain position subject to retroactive reinsurance accounting under GAAP. Gains are deferred under retroactive reinsurance accounting and recognized in earnings in proportion to actual paid recoveries under the agreements using the recovery method. While the deferral of gains can introduce volatility in our results in the short-term, over the life of the contract, we would expect no economic impact to the Company as long as the counterparty performs under the contract and losses are within the limit (if any). The impact of retroactive reinsurance accounting is not indicative of our current and ongoing operations.
44
Table of Contents
The following tables summarize the retroactive reinsurance accounting for the Commercial Auto LPT and the E&S ADC for the three and six months ended June 30, 2025 and 2024, respectively.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Commercial Auto LPT | |||||||||||||||||||||||
| Deferred retroactive reinsurance gain at beginning of period | $ | 7,294 | $ | 16,731 | $ | 9,222 | $ | 20,733 | |||||||||||||||
| (Favorable) adverse prior year development ceded on subject business | (1,414) | 1,420 | (1,270) | 1,897 | |||||||||||||||||||
| Retroactive reinsurance benefits under the recovery method | 71 | (5,104) | (2,001) | (9,583) | |||||||||||||||||||
| Deferred retroactive reinsurance gain at end of period | $ | 5,951 | $ | 13,047 | $ | 5,951 | $ | 13,047 | |||||||||||||||
| E&S ADC | |||||||||||||||||||||||
| Deferred retroactive reinsurance gain at beginning of period | $ | 48,748 | $ | — | $ | 48,748 | $ | — | |||||||||||||||
| Adverse prior year development ceded on subject business | 10,582 | — | 10,582 | — | |||||||||||||||||||
| Retroactive reinsurance benefits under the recovery method | — | — | — | — | |||||||||||||||||||
| Deferred retroactive reinsurance gain at end of period | $ | 59,330 | $ | — | $ | 59,330 | $ | — | |||||||||||||||
| Total | |||||||||||||||||||||||
| Deferred retroactive reinsurance gain at beginning of period | $ | 56,042 | $ | 16,731 | $ | 57,970 | $ | 20,733 | |||||||||||||||
| Adverse prior year development ceded on subject business | 9,168 | 1,420 | 9,312 | 1,897 | |||||||||||||||||||
| Retroactive reinsurance benefits under the recovery method | 71 | (5,104) | (2,001) | (9,583) | |||||||||||||||||||
| Deferred retroactive reinsurance gain at end of period | $ | 65,281 | $ | 13,047 | $ | 65,281 | $ | 13,047 | |||||||||||||||
Premiums
Insurance premiums are earned ratably over the terms of our insurance policies, generally twelve months. The following table summarizes the change in premium volume by component and business segment:
| Three Months Ended June 30, | % | Six Months Ended June 30, | % | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Gross written premiums: | |||||||||||||||||||||||||||||||||||
| Excess and Surplus Lines | $ | 300,444 | $ | 292,836 | 2.6 | % | $ | 513,687 | $ | 506,527 | 1.4 | % | |||||||||||||||||||||||
| Specialty Admitted Insurance | 77,559 | 119,411 | (35.0) | % | 158,677 | 236,530 | (32.9) | % | |||||||||||||||||||||||||||
| $ | 378,003 | $ | 412,247 | (8.3) | % | $ | 672,364 | $ | 743,057 | (9.5) | % | ||||||||||||||||||||||||
| Net written premiums: | |||||||||||||||||||||||||||||||||||
| Excess and Surplus Lines | $ | 166,645 | $ | 161,601 | 3.1 | % | $ | 281,724 | $ | 279,026 | 1.0 | % | |||||||||||||||||||||||
| Specialty Admitted Insurance | 9,345 | 19,752 | (52.7) | % | 22,222 | 40,499 | (45.1) | % | |||||||||||||||||||||||||||
| $ | 175,990 | $ | 181,353 | (3.0) | % | $ | 303,946 | $ | 319,525 | (4.9) | % | ||||||||||||||||||||||||
| Net earned premiums: | |||||||||||||||||||||||||||||||||||
| Excess and Surplus Lines | $ | 141,370 | $ | 140,447 | 0.7 | % | $ | 278,398 | $ | 286,070 | (2.7) | % | |||||||||||||||||||||||
| Specialty Admitted Insurance | 11,239 | 22,746 | (50.6) | % | 26,113 | 48,814 | (46.5) | % | |||||||||||||||||||||||||||
| $ | 152,609 | $ | 163,193 | (6.5) | % | $ | 304,511 | $ | 334,884 | (9.1) | % | ||||||||||||||||||||||||
Gross written premiums for the Excess and Surplus Lines segment (which represents 76.4% of our consolidated gross written premiums from continuing operations in the six months ended June 30, 2025) grew by 2.6% and 1.4% over the three and six month periods in the prior year driven by expansion in our largest underwriting divisions. Given changes in our underwriting appetite, we are being selective in certain lines of business. Submissions for Core E&S lines (excluding
45
Table of Contents
commercial auto) for the six months ended June 30, 2025 was 5.7% higher than the same period in the prior year. The number of bound policies in the six months ended June 30, 2025 declined 2.5% from the prior year period, and average premium size decreased 16.0% due to our focus on writing smaller accounts and the mix of business. Renewal rates for the Excess and Surplus Lines segment were up 13.9% and 11.7% compared to the three and six months ended June 30, 2024, respectively. The increases were widespread across most underwriting divisions. Excess Casualty, our largest division, saw increases of 24.2% and 20.2% compared to the three and six month prior year periods. The change in gross written premiums was notable in several divisions as shown below:
| Three Months Ended June 30, | % | Six Months Ended June 30, | % | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Excess Casualty | $ | 101,034 | $ | 96,462 | 4.7 | % | $ | 171,796 | $ | 166,292 | 3.3 | % | |||||||||||||||||||||||
| General Casualty | 73,772 | 69,506 | 6.1 | % | 117,430 | 113,258 | 3.7 | % | |||||||||||||||||||||||||||
| Manufacturers & Contractors | 47,274 | 46,445 | 1.8 | % | 87,900 | 84,349 | 4.2 | % | |||||||||||||||||||||||||||
| Excess Property | 14,895 | 18,426 | (19.2) | % | 26,486 | 31,995 | (17.2) | % | |||||||||||||||||||||||||||
| Energy | 17,275 | 15,487 | 11.5 | % | 24,699 | 24,300 | 1.6 | % | |||||||||||||||||||||||||||
| Allied Health | 11,056 | 8,829 | 25.2 | % | 18,305 | 15,560 | 17.6 | % | |||||||||||||||||||||||||||
| Environmental | 4,604 | 5,832 | (21.1) | % | 7,666 | 11,076 | (30.8) | % | |||||||||||||||||||||||||||
| All other Core E&S divisions | 24,580 | 24,517 | 0.3 | % | 46,742 | 47,564 | (1.7) | % | |||||||||||||||||||||||||||
| Total Core E&S divisions | 294,490 | 285,504 | 3.1 | % | 501,024 | 494,394 | 1.3 | % | |||||||||||||||||||||||||||
| Commercial Auto | $ | 5,954 | $ | 7,332 | (18.8) | % | 12,663 | 12,133 | 4.4 | % | |||||||||||||||||||||||||
| Excess and Surplus Lines gross written premium | $ | 300,444 | $ | 292,836 | 2.6 | % | $ | 513,687 | $ | 506,527 | 1.4 | % | |||||||||||||||||||||||
Gross written premiums for the Specialty Admitted Insurance segment (which represents 23.6% of our consolidated gross written premiums for the six months ended June 30, 2025) declined from the three and six month periods in the prior year driven by several non-renewals in our fronting business, reflective of the Company's strategy to remain opportunistic in the current market environment and manage this segment to retain minimal risk. Individual risk workers' compensation premium continues to run off following the sale of the renewal rights to that business in 2023.
Net Retention
Our net premium retention is summarized by segment as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Excess and Surplus Lines | 55.5 | % | 55.2 | % | 54.8 | % | 55.1 | % | |||||||||||||||
| Specialty Admitted Insurance | 12.0 | % | 16.5 | % | 14.0 | % | 17.1 | % | |||||||||||||||
| Total | 46.6 | % | 44.0 | % | 45.2 | % | 43.0 | % | |||||||||||||||
Net premium retention for the Excess and Surplus Lines segment in the three and six months ended June 30, 2025 was impacted by $2.7 million and $5.8 million ($1.2 million in each of the respective three and six month prior year periods) of premium adjustments associated with prior years including reinstatement premium which reduced net written premiums and the net retention ratio.
The net premium retention for the fronting business in the Specialty Admitted Insurance segment declined in the three and six months ended June 30, 2025 as compared to the respective prior year periods due to the mix of business, including the impact of certain non-renewals in our fronting business, and changes in reinsurance as coverages renew.
46
Table of Contents
Segment Results
The following table presents our combined ratios by segment:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Excess and Surplus Lines | 91.7 | % | 95.4 | % | 91.6 | % | 91.3 | % | |||||||||||||||
| Specialty Admitted Insurance | 112.6 | % | 85.0 | % | 106.6 | % | 91.4 | % | |||||||||||||||
| Total | 98.6 | % | 99.3 | % | 99.1 | % | 97.2 | % | |||||||||||||||
Excess and Surplus Lines Segment
Results for the Excess and Surplus Lines segment are as follows:
| Three Months Ended June 30, | % | Six Months Ended June 30, | % | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Gross written premiums | $ | 300,444 | $ | 292,836 | 2.6 | % | $ | 513,687 | $ | 506,527 | 1.4 | % | |||||||||||||||||||||||
| Net written premiums | $ | 166,645 | $ | 161,601 | 3.1 | % | $ | 281,724 | $ | 279,026 | 1.0 | % | |||||||||||||||||||||||
| Net earned premiums | $ | 141,370 | $ | 140,447 | 0.7 | % | $ | 278,398 | $ | 286,070 | (2.7) | % | |||||||||||||||||||||||
| Losses and loss adjustment expenses excluding retroactive reinsurance | (93,860) | (101,533) | (7.6) | % | (182,664) | (195,138) | (6.4) | % | |||||||||||||||||||||||||||
| Underwriting expenses | (35,803) | (32,487) | 10.2 | % | (72,369) | (66,014) | 9.6 | % | |||||||||||||||||||||||||||
Underwriting profit (1) | $ | 11,707 | $ | 6,427 | 82.2 | % | $ | 23,365 | $ | 24,918 | (6.2) | % | |||||||||||||||||||||||
| Ratios: | |||||||||||||||||||||||||||||||||||
| Loss ratio | 66.4 | % | 72.3 | % | 65.6 | % | 68.2 | % | |||||||||||||||||||||||||||
| Expense ratio | 25.3 | % | 23.1 | % | 26.0 | % | 23.1 | % | |||||||||||||||||||||||||||
| Combined ratio | 91.7 | % | 95.4 | % | 91.6 | % | 91.3 | % | |||||||||||||||||||||||||||
| Accident year loss ratio | 63.5 | % | 64.2 | % | 63.5 | % | 64.2 | % | |||||||||||||||||||||||||||
(1)Underwriting Profit is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures.”
The Excess and Surplus Lines segment produced underwriting profits of $11.7 million and $6.4 million (combined ratios of 91.7% and 95.4%) in the three months ended June 30, 2025 and 2024, respectively. The underwriting results for the respective three month periods were impacted by $2.7 million and $1.2 million of premium adjustments associated with prior years including reinstatement premium which reduced net written and net earned premiums, and underwriting profit. The premium adjustments increased the segment combined ratios by 1.7 and 0.8 percentage points, respectively.
The loss ratio for the three months ended June 30, 2025 improved compared to the ratio for the prior year period primarily due to less net adverse reserve development on prior accident years (excluding adverse prior year development that is subject to retroactive reinsurance accounting - see discussion above) which was $2.3 million or 1.6 points adverse in the three months ended June 30, 2025 compared to $10.7 million or 7.6 points adverse in the three months ended June 30, 2024. The adverse development in the prior year period included $9.7 million that was subject to the E&S ADC. The E&S ADC was effective January 1, 2024, but closed on July 2, 2024. As such, recoveries were recognized beginning in the third quarter of 2024. The premium adjustments associated with prior years including reinstatement premium increased the respective loss ratios by 1.2 and 0.6 percentage points.
The expense ratio increased from 23.1% in the prior year quarter to 25.3% in the current year quarter due to the impact of the premium adjustments associated with prior years including reinstatement premium, lower ceding commissions due to changes in reinsurance treaty structure, and higher expenses for outside consulting, software, and bad debts. The premium adjustments increased the segment expense ratio by 0.5 and 0.2 percentage points in the respective periods.
47
Table of Contents
For the six months ended June 30, 2025 and 2024, the Excess and Surplus Lines segment produced underwriting profits of $23.4 million and $24.9 million (combined ratios of 91.6% and 91.3%), respectively. The underwriting results were impacted by $5.8 million and $1.2 million, respectively, of premium adjustments associated with prior years including reinstatement premium which reduced net written and net earned premiums, and underwriting profit. The premium adjustments increased the segment combined ratio by 1.9 and 0.4 in the respective six-month periods.
The six-month loss ratios include net reserve development on prior accident years (excluding adverse prior year development that is subject to retroactive reinsurance accounting - see discussion above) that was $2.3 million or 0.8 points adverse for the six months ended June 30, 2025 compared to $10.7 million or 3.7 points adverse in the six months ended June 30, 2024. The premium adjustments increased the segment loss ratio by 1.3 and 0.3 in the respective six-month periods.
The expense ratio increased from 23.1% for the six months ended June 30, 2024 to 26.0% in the corresponding current year period reflecting lower net earned premium, including the impact of the premium adjustments associated with prior years including reinstatement premium, lower ceding commissions due to changes in reinsurance treaty structure, and higher expenses for compensation, outside consulting, software, and bad debts. The premium adjustments increased the segment expense ratio by 0.6 and 0.1 percentage points in the respective six-month periods.
Specialty Admitted Insurance Segment
Results for the Specialty Admitted Insurance segment are as follows:
| Three Months Ended June 30, | % | Six Months Ended June 30, | % | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Gross written premiums | $ | 77,559 | $ | 119,411 | (35.0) | % | $ | 158,677 | $ | 236,530 | (32.9) | % | |||||||||||||||||||||||
| Net written premiums | $ | 9,345 | $ | 19,752 | (52.7) | % | $ | 22,222 | $ | 40,499 | (45.1) | % | |||||||||||||||||||||||
| Net earned premiums | $ | 11,239 | $ | 22,746 | (50.6) | % | $ | 26,113 | $ | 48,814 | (46.5) | % | |||||||||||||||||||||||
| Losses and loss adjustment expenses | (10,042) | (17,622) | (43.0) | % | (22,691) | (38,068) | (40.4) | % | |||||||||||||||||||||||||||
| Underwriting expenses | (2,618) | (1,708) | 53.3 | % | (5,149) | (6,544) | (21.3) | % | |||||||||||||||||||||||||||
Underwriting profit (1), (2) | $ | (1,421) | $ | 3,416 | — | $ | (1,727) | $ | 4,202 | — | |||||||||||||||||||||||||
| Ratios: | |||||||||||||||||||||||||||||||||||
| Loss ratio | 89.3 | % | 77.5 | % | 86.9 | % | 78.0 | % | |||||||||||||||||||||||||||
| Expense ratio | 23.3 | % | 7.5 | % | 19.7 | % | 13.4 | % | |||||||||||||||||||||||||||
| Combined ratio | 112.6 | % | 85.0 | % | 106.6 | % | 91.4 | % | |||||||||||||||||||||||||||
| Accident year loss ratio | 83.1 | % | 77.5 | % | 84.7 | % | 78.9 | % | |||||||||||||||||||||||||||
(1)Underwriting Profit is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures.”
(2)Underwriting results include gross fee income of $3.9 million and $8.3 million for the three and six months ended June 30, 2025 respectively ($5.6 million and $10.9 million in the respective prior year periods).
The Specialty Admitted Insurance segment reported underwriting losses of $1.4 million and $1.7 million in the three and six months ended June 30, 2025, respectively, compared to underwriting profits of $3.4 million and $4.2 million in the three and six months ended June 30, 2024, respectively. Net earned premium and fee income declined compared to the three and six month periods in the prior year due to the non-renewal of several programs, reflective of the Company's strategy to remain opportunistic in the current market environment and manage the segment to retain minimal risk. The segment loss ratios were impacted by net development in our loss estimates for prior accident years that was $700,000 and $579,000 adverse in the three and six months ended June 30, 2025, respectively, compared to $4,000 and $442,000 favorable in the three and six months ended June 30, 2024, respectively. The segment expense ratios in the prior year benefited from certain sliding scale and other adjustments on certain programs which lowered commission expense and the segment expense ratio in the prior year.
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, long-term incentive compensation (including share-based compensation) for the full Company, public company and various other corporate expenses. The expenses are included in our calculation of consolidated underwriting profit, and in our consolidated expense ratio and combined ratio. Total operating expenses of the Corporate and Other segment were $8.2 million and $18.9 million for the three and six months ended June 30, 2025, respectively ($8.6 million and $19.8 million in the respective prior year periods). The reduction in operating expenses from the prior year periods was primarily attributable to reduced compensation expenses and lower insurance and financial audit expenses.
48
Table of Contents
Investing Results
Net investment income was $20.5 million and $40.5 million for the three and six months ended June 30, 2025, respectively ($24.9 million and $47.6 million in the respective prior year periods). The Company's private investments generated income of $986,000 and $1.2 million for the three and six months ended June 30, 2025, respectively (income of $1.9 million and $1.8 million in the respective prior year periods). Excluding private investments, our net investment income for the three and six months ended June 30, 2025 decreased 15.2% and 14.1%, respectively, from the three and six month periods in the prior year principally due to lower invested assets following the funding of strategic initiatives during the last half of 2024 including the reinsurance premiums paid to enter the E&S ADC and the E&S Top Up ADC, as well as lower yields. The average duration of our portfolio excluding restricted cash equivalents was 3.5 years at June 30, 2025.
Major categories of the Company’s net investment income are summarized as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Fixed maturity securities | $ | 12,919 | $ | 12,628 | $ | 25,151 | $ | 25,493 | |||||||||||||||
| Bank loan participations | 3,124 | 4,624 | 6,319 | 9,080 | |||||||||||||||||||
| Equity securities | 1,445 | 1,632 | 2,704 | 3,546 | |||||||||||||||||||
| Other invested assets | 986 | 1,909 | 1,186 | 1,764 | |||||||||||||||||||
| Cash, cash equivalents, restricted cash equivalents and short-term investments | 2,979 | 5,064 | 7,051 | 9,504 | |||||||||||||||||||
| Gross investment income | 21,453 | 25,857 | 42,411 | 49,387 | |||||||||||||||||||
| Investment expense | (937) | (926) | (1,887) | (1,824) | |||||||||||||||||||
| Net investment income | $ | 20,516 | $ | 24,931 | $ | 40,524 | $ | 47,563 | |||||||||||||||
The following table summarizes our annualized gross investment yields:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cash and invested assets | 4.4 | % | 4.8 | % | 4.3 | % | 4.7 | % | |||||||||||||||
| Fixed maturity securities | 4.2 | % | 5.0 | % | 4.3 | % | 5.0 | % | |||||||||||||||
Of our total cash and invested assets of $1,936.5 million at June 30, 2025 (excluding restricted cash equivalents), $220.0 million represents the cash and cash equivalents portion of the portfolio. The majority of the portfolio, or $1,300.2 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 (loss). Also included in our investments are $158.9 million of bank loan participations, $88.0 million of equity securities, $111.2 million of short-term investments, and $58.1 million of other invested assets.
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 facilities, and similar loans and investments. Bank loan participations are measured at fair value pursuant to the Company's election of the fair value option, 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 June 30, 2025 and December 31, 2024, the fair market value of these securities was $158.9 million and $142.4 million, respectively.
For the six months ended June 30, 2025, the Company recognized net realized and unrealized investment losses of $1.7 million ($352,000 of net realized and unrealized investment losses for the three months ended June 30, 2025), including $767,000 of net unrealized gains on bank loan participations, $68,000 of net unrealized gains for the change in the fair value of equity securities, $2.8 million of net realized investment losses on the sale of bank loan participations, $245,000 of net realized investment gains on the sale of equity securities, and $25,000 of net realized investment gains on the sale of fixed maturity securities.
49
Table of Contents
For the six months ended June 30, 2024, the Company recognized net realized and unrealized investment gains of $2.3 million ($2.3 million of net realized and unrealized losses for the three months ended June 30, 2024), including $394,000 of net unrealized losses on bank loan participations, $3.1 million of net unrealized gains for the change in the fair value of equity securities, $730,000 of net realized investment losses on the sale of bank loan participations, $1.4 million of net realized investment gains on the sale of equity securities, and $1.1 million of net realized investment losses on the sale of fixed maturity securities.
In conjunction with its outside investment managers, the Company performs quarterly reviews of all securities within its investment portfolio to determine whether any impairment has occurred. As a result of this review, management concluded that there were no credit-related impairments of fixed maturity securities at June 30, 2025, December 31, 2024, or June 30, 2024. At June 30, 2025, 100.0% of the Company’s fixed maturity security portfolio was rated “BBB-” or better (“investment grade”) by Standard & Poor’s or received an equivalent rating from another nationally recognized rating agency. Management does not intend to sell available-for-sale securities in an unrealized loss position, and it is not “more likely than not” that the Company will be required to sell these securities before a recovery in their value to their amortized cost basis occurs.
The amortized cost and fair value of our available-for-sale fixed maturity securities were as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Cost or Amortized Cost | Fair Value | % of Total Fair Value | Cost or Amortized Cost | Fair Value | % of Total Fair Value | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Fixed maturity securities, available-for-sale: | |||||||||||||||||||||||||||||||||||
State and municipal | $ | 222,687 | $ | 199,490 | 15.3 | % | $ | 223,009 | $ | 196,564 | 16.5 | % | |||||||||||||||||||||||
Residential mortgage-backed | 415,523 | 397,110 | 30.5 | % | 352,064 | 326,227 | 27.4 | % | |||||||||||||||||||||||||||
Corporate | 545,680 | 528,508 | 40.7 | % | 503,610 | 475,485 | 40.0 | % | |||||||||||||||||||||||||||
| Commercial mortgage and asset-backed | 162,123 | 156,817 | 12.1 | % | 178,238 | 170,458 | 14.3 | % | |||||||||||||||||||||||||||
| U.S. Treasury securities and obligations guaranteed by the U.S. government | 18,442 | 18,292 | 1.4 | % | 21,416 | 20,999 | 1.8 | % | |||||||||||||||||||||||||||
| Total fixed maturity securities, available-for-sale | $ | 1,364,455 | $ | 1,300,217 | 100.0 | % | $ | 1,278,337 | $ | 1,189,733 | 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 June 30, 2025:
| Standard & Poor’s or Equivalent Designation | Fair Value | % of Total | |||||||||
| ($ in thousands) | |||||||||||
| AAA | $ | 190,760 | 14.7 | % | |||||||
| AA | 596,245 | 45.9 | % | ||||||||
| A | 377,282 | 28.9 | % | ||||||||
| BBB | 135,930 | 10.5 | % | ||||||||
| Total | $ | 1,300,217 | 100.0 | % | |||||||
50
Table of Contents
The amortized cost and fair value of our available-for-sale investments in fixed maturity securities summarized by contractual maturity are as follows:
| June 30, 2025 | |||||||||||||||||
| Amortized Cost | Fair Value | % of Total Value | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Due in: | |||||||||||||||||
| One year or less | $ | 31,869 | $ | 31,588 | 2.4 | % | |||||||||||
| After one year through five years | 392,344 | 385,220 | 29.6 | % | |||||||||||||
| After five years through ten years | 217,668 | 205,185 | 15.8 | % | |||||||||||||
| After ten years | 144,928 | 124,297 | 9.6 | % | |||||||||||||
| Residential mortgage-backed | 415,523 | 397,110 | 30.5 | % | |||||||||||||
| Commercial mortgage and asset-backed | 162,123 | 156,817 | 12.1 | % | |||||||||||||
| Total | $ | 1,364,455 | $ | 1,300,217 | 100.0 | % | |||||||||||
Other Income and Expense
Other income and (expense) included the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Non-operating expenses | $ | (1,008) | $ | (2,098) | $ | (1,571) | $ | (2,830) | |||||||||||||||
| Broker incentive rebates - Excess and Surplus Lines | 1,163 | 993 | 1,998 | 1,701 | |||||||||||||||||||
| Other miscellaneous income | 79 | 200 | 162 | 403 | |||||||||||||||||||
| Other income and (expense) | $ | 234 | $ | (905) | $ | 589 | $ | (726) | |||||||||||||||
The non-operating expenses above primarily consist of legal and other professional fees and other expenses related to various strategic initiatives and litigation that the Company is involved in.
Interest Expense
Interest expense was $5.8 million and $11.3 million for the three and six months ended June 30, 2025, respectively ($6.3 million and $12.8 million in the respective prior year periods). The lower expense in the current year periods is primarily attributable to lower interest rates. 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 and Impairment of Intangible Assets
The Company recorded $91,000 of amortization of intangible assets in each of the three months ended June 30, 2025 and 2024 ($182,000 in each of the six months ended June 30, 2025 and 2024 ).
Income Tax Expense
Our effective tax rate fluctuates from period to period based on the relative mix of income from continuing operations reported by country and the respective tax rates imposed by each tax jurisdiction. Statutory tax rates are 0% and 21% for Bermuda and the U.S. For the three and six months ended June 30, 2025, our effective tax rate on income from continuing operations was 30.1% and 31.0%, respectively (28.3% and 28.5% in the respective prior year periods). The Company does not receive a U.S. tax deduction for losses at JRG Holdings, our only Bermuda entity. JRG Holdings had losses in all periods presented primarily due to holding company expenses and interest expense. 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 and expenses on share based compensation.
Reserves
An indicator of reserve strength that we monitor is the percentage of our gross and net loss reserves that are comprised of incurred but not reported (“IBNR”) reserves.
51
Table of Contents
The Company’s gross reserve for losses and loss adjustment expenses at June 30, 2025 was $3,076.5 million. Of this amount, 74.4% relates to amounts that are IBNR. This amount was 73.3% at December 31, 2024. The Company’s gross reserves for losses and loss adjustment expenses by segment are summarized as follows:
Gross Reserves at June 30, 2025 | |||||||||||||||||
| Case | IBNR | Total | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Excess and Surplus Lines | $ | 435,091 | $ | 1,821,392 | $ | 2,256,483 | |||||||||||
| Specialty Admitted Insurance | 352,404 | 467,611 | 820,015 | ||||||||||||||
| Total | $ | 787,495 | $ | 2,289,003 | $ | 3,076,498 | |||||||||||
At June 30, 2025, the amount of net reserves (prior to the $1.5 million allowance for uncollectible reinsurance recoverables) of $1,089.2 million that related to IBNR was 64.1%. This amount was 63.5% at December 31, 2024. The Company’s net reserves for losses and loss adjustment expenses by segment are summarized as follows:
Net Reserves at June 30, 2025 | |||||||||||||||||
| Case | IBNR | Total | |||||||||||||||
| ($ in thousands) | |||||||||||||||||
| Excess and Surplus Lines | $ | 335,232 | $ | 620,511 | $ | 955,743 | |||||||||||
| Specialty Admitted Insurance | 56,290 | 77,148 | 133,438 | ||||||||||||||
| Total | $ | 391,522 | $ | 697,659 | $ | 1,089,181 | |||||||||||
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Funds
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 and Series A Preferred Shares. We use operating cash flows primarily to pay operating expenses, losses and loss adjustment expenses, reinsurance premiums, and income taxes. Cash flow from operations may differ substantially from net income. The potential for a large claim under an insurance contract means that substantial and unpredictable payments may need to be made within relatively short periods of time.
The following table summarizes our cash flows:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| ($ in thousands) | |||||||||||
| Cash and cash equivalents provided by (used in): | |||||||||||
| Operating activities (excluding restricted cash equivalents) | $ | (26,926) | $ | 59,883 | |||||||
| Investing activities | (133,699) | 356,628 | |||||||||
| Financing activities | 18,321 | (31,488) | |||||||||
| Change in cash and cash equivalents | (142,304) | 385,023 | |||||||||
| Change in restricted cash equivalents (operating activities) | 616 | (44,486) | |||||||||
| Change in cash, cash equivalents, and restricted cash equivalents | $ | (141,688) | $ | 340,537 | |||||||
Cash used in operating activities excluding restricted cash equivalents was $26.9 million for the six months ended June 30, 2025. This compares to cash provided by operating activities excluding restricted cash equivalents of $59.9 million for the six months ended June 30, 2024 (including cash provided by operating activities from continuing operations excluding restricted cash equivalents of $85.0 million and cash used in operating activities of discontinued operations of $25.1 million). The current year operating activities were impacted by timing of reinsurance settlements during the first quarter and lower premium collections in the Specialty Admitted Insurance segment due to the non-renewal of several programs.
Cash used in investing activities of $133.7 million for the six months ended June 30, 2025 reflects efforts to enhance the yield in our investment portfolio by investing available cash and cash equivalents into higher yielding investments. Cash provided by investing activities of $356.6 million for the six months ended June 30, 2024 included $96.4 million of proceeds received from the sale of JRG Re (net of JRG Re's cash balances sold) and $198.0 million of proceeds from the sales of fixed maturities to provide funding for the premium due under the E&S ADC agreement. Cash and cash equivalents excluding
52
Table of Contents
restricted cash equivalents comprised 11.4% and 31.1% of total cash and invested assets at June 30, 2025 and 2024, respectively. Cash used in investing activities from continuing operations was $197.1 million and cash provided by investing activities of discontinued operations was $63.1 million in the prior year period.
Cash provided by financing activities of $18.3 million for the six months ended June 30, 2025 includes a $25.0 million borrowing under the Previous Credit Agreement (as defined below), $1.1 million of issuance costs paid upon the Company's entry into the Credit Agreement (as defined below), $1.1 million of dividends paid to common shareholders, $3.9 million of dividends paid on the Series A Preferred Shares, and $550,000 of payroll taxes withheld and remitted on net settlement of RSUs. Cash used in financing activities of $31.5 million for the six months ended June 30, 2024 includes a $21.5 million repayment of an unsecured loan, $3.9 million of dividends paid to common shareholders, $5.3 million of dividends paid on the Series A Preferred Shares, and $837,000 of payroll taxes withheld and remitted on net settlement of RSUs.
The activity in restricted cash equivalents for the six months ended June 30, 2025 and 2024 relates to a former insured, per the terms of a collateral trust. See Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book below.
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 equity and debt securities, 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. 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. See “Item 1. Business—U.S. Insurance Regulation—State Regulation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. The maximum amount of dividends available to the U.S. holding company from our U.S. insurance subsidiaries during 2025 without regulatory approval is $64.3 million.
Holders of the Series A Preferred Shares are entitled to a dividend at the rate of 7% of the $1,000 liquidation preference per share (the “Liquidation Preference”) per annum, paid in cash, in-kind in common shares or in Series A Preferred Shares, at our election. On October 1, 2029, and each five-year anniversary thereafter, the dividend rate will reset to a rate equal to the five-year U.S. treasury rate plus 5.2%, provided that the dividend rate shall not exceed 8.0%. Dividends accrue and are payable quarterly. Cash dividends of $3.9 million and $5.3 million were paid in the six months ended June 30, 2025 and 2024, respectively.
At June 30, 2025, the Bermuda holding company had $20.8 million of cash and cash equivalents. The U.S. holding company had $8.9 million of cash and invested assets, comprised of cash and cash equivalents of $5.3 million, equities of $3.1 million and other invested assets of $464,000, 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 June 30, 2025.
Credit Agreements
On June 12, 2025, JRG Holdings entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced JRG Holdings’ previous Third Amended and Restated Credit Agreement dated as of July 7, 2023, as amended (the “Previous Credit Agreement”), that provided for a $212.5 million unsecured revolving credit facility and a $45.0 million secured revolving credit facility.
The Credit Agreement provides for a $212.5 million unsecured revolving credit facility available for general corporate purposes and matures on June 12, 2028. Following the sale of JRG Re, the Company no longer has a need for the secured revolving credit facility provided by the Previous Credit Agreement. The interest rates applicable to the loans under the Credit Agreement are generally based on SOFR plus a specified margin based on the Company’s Leverage Ratio (as defined in the Credit Agreement). In addition, JRG Holdings will pay an unused facility fee on each lender’s commitment.
At June 30, 2025, JRG Holdings had a drawn balance of $210.8 million outstanding on the unsecured revolver of the Credit Agreement, including $25.0 million previously borrowed on January 27, 2025 under the Previous Credit Agreement which was contributed to our regulated insurance entities.
53
Table of Contents
The Credit Agreement provides for an accordion feature that permits JRG Holdings to request that one or more lenders (without the consent of the other lenders) or new financial institutions (with the consent of the Administrative Agent) provide it with increases in the credit facility of up to an aggregate of $30.0 million, subject to satisfaction of certain conditions.
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The Credit Agreement also includes financial covenants, including a maximum leverage ratio and minimum consolidated net worth, risk-based capital ratio and financial strength rating requirements with which the Company was in compliance at June 30, 2025.
In connection with the Credit Agreement, James River Group Holdings UK Limited (“James River UK”), a private limited company incorporated under the Laws of England and Wales and a direct wholly owned subsidiary of JRG Holdings, and James River Group, Inc. (“James River Group”), a Delaware corporation and an indirect wholly owned subsidiary of JRG Holdings, each entered into a Continuing Guaranty of Payment dated June 12, 2025 (each, a “Payment Guaranty”). Pursuant to its respective Payment Guaranty, each of James River UK and James River Group guarantees the payment and performance of the obligations of JRG Holdings under the Credit Agreement and other loan documents.
Senior Debt and Trust Preferred Securities
On May 26, 2004, we issued $15.0 million of senior debt due April 29, 2034. The senior debt is not redeemable by the holder or subject to sinking fund requirements. Interest accrues quarterly and is payable in arrears at a floating rate per annum equal to the 3-month SOFR plus 4.11%. This senior debt is redeemable at par prior to its stated maturity at our option in whole or in part. The terms of the senior debt contain certain covenants, with which we are in compliance at June 30, 2025, and which, among other things, restrict our ability to issue senior indebtedness secured by our U.S. holding company’s common stock or its subsidiaries’ capital stock or to issue shares of its subsidiaries’ capital stock.
From May 2004 through January 2008, we sold trust preferred securities through five Delaware statutory trusts sponsored and wholly-owned by the Company or its subsidiaries. Each trust used the net proceeds from the sale of its trust preferred securities to purchase our floating-rate junior subordinated debt.
The following table summarizes the nature and terms of the junior subordinated debt and trust preferred securities outstanding at June 30, 2025 (including the Company’s repurchases of a portion of these trust preferred securities):
| James River Capital Trust I | James River Capital Trust II | James River Capital Trust III | James River Capital Trust IV | Franklin Holdings II (Bermuda) Capital Trust I | |||||||||||||||||||||||||
| ($ 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 SOFR plus 4.3% | Three-Month SOFR plus 3.7% | Three-Month SOFR plus 3.3% | Three-Month SOFR plus 3.4% | Three-Month SOFR plus 4.3% | ||||||||||||||||||||||||
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 June 30, 2025.
At June 30, 2025 and December 31, 2024, the Company's leverage ratio was 28.5% and 26.6%, respectively. The leverage ratio is defined in the Credit Agreement 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. The Series A Preferred Shares represent equity capital for purposes of the leverage ratio calculation under the credit agreements. 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%.
James River Insurance has access to certain credit products including advances through its membership in the Federal Home Loan Bank. Any advances would be in the form of collateralized short-term borrowings not to exceed 30% of the Company's total assets.
54
Table of Contents
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 proportional 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 proportional 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. The Company also utilizes facultative reinsurance to reduce the amount of exposure it retains on individual accounts according to its guidelines for accepting risk across various industry segments, locations and types of exposure. For the six months ended June 30, 2025 and 2024, our net premium retention was 45.2% and 43.0%, respectively.
The following is a summary of our Excess and Surplus Lines segment’s ceded reinsurance in place as of June 30, 2025:
| Line of Business | Company Retention | |||||||
| Casualty | ||||||||
| Specialty Casualty | Up to $3.2 million per occurrence.(1) | |||||||
| Primary Casualty | Up to $1.38 million per occurrence.(2) | |||||||
| Excess Casualty | Up to $1.98 million per occurrence. | |||||||
| Property | ||||||||
| Excess Property | Up to $5.0 million per risk.(3) | |||||||
(1) Excluding Excess Casualty.
(2) Total exposure to any one claim is generally $694,000.
(3) The property catastrophe reinsurance treaty has a limit of $22.0 million per event 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 specific proportional quota share treaty in effect to cover property risks. The proportional quota share treaty along with facultative reinsurance helps ensure that our net retained limit per risk will be $5.0 million or less.
Also in our Excess and Surplus Lines segment, a specialty casualty treaty providing $9.0 million in excess of $2.0 million coverage is subject to reinstatement premiums for treaty years spanning July 1, 2017 through July 1, 2022.
Based upon the property catastrophe modeling of our Excess and Surplus Lines and Specialty Admitted segments, it would take an event greater than the 1 in 1,000 year PML to exhaust our $22.0 million property catastrophe reinsurance. In the event of a catastrophe loss exhausting our $22.0 million property catastrophe reinsurance, we estimate our pre-tax cost would not exceed 2.5% of shareholders’ equity, including reinstatement premiums and net retentions. In addition to this retention, we would retain any losses in excess of our reinsurance coverage limits.
The Commercial Auto LPT with Aleka reinsures substantially all of the Excess and Surplus Lines segment’s legacy portfolio of commercial auto policies previously issued to Rasier. See “Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book” below for further information on this reinsurance agreement.
The E&S ADC with State National applies to James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates. See “Combined Loss Portfolio Transfer and Adverse Development Cover” above for further information on this reinsurance agreement.
The E&S Top Up ADC with Enstar, through its subsidiary Cavello Bay Reinsurance Limited, reinsures 100% of the losses associated with James River’s Excess & Surplus Lines segment portfolio losses attaching to premium earned during 2010-2023 (both years inclusive). This agreement excludes losses related to commercial auto policies issued to a former large insured or its affiliates. It is subject to a retention by James River of $1,183.7 million (the limit of the E&S ADC) and up to an aggregate limit of $75.0 million. See “Enstar Strategic Partnership” above for further information on this reinsurance agreement.
55
Table of Contents
The following is a summary of our Specialty Admitted Insurance segment’s ceded reinsurance in place as of June 30, 2025:
| Line of Business | Coverage | |||||||
| Casualty | ||||||||
| Auto Programs | All programs are quota share coverage for 100% of limits up to $1.0 million liability and $1.0 million physical damage per occurrence; except for one program with a primary limit of $750,000 liability. | |||||||
| General Liability & Professional Liability – Programs | Quota share coverage for 100% of limits up to $2.0 million per occurrence. | |||||||
| Umbrella and Excess Casualty - Programs | Quota share coverage for 100% of limits up to $10.0 million per occurrence, and 100% of excess of loss coverage for limits up to $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 risk. | |||||||
| Aviation Programs | Quota share coverage for 82.5% of limits up to $25.0 million liability, $5.0 million hull, and $5.0 million spares per occurrence, each aircraft; and excess of loss coverage for up to $7.7 million excess of $175,000 of our 17.5% share of the quota share each occurrence. | |||||||
Our Specialty Admitted Insurance segment purchases reinsurance for at least 62.5% of the exposed limits on specialty admitted property-casualty business. While the segment focuses on casualty business, incidental property risk is incurred in the fronting and program business. The segment is covered for $22.0 million in excess of $3.0 million per occurrence to manage its property exposure to an approximate 1 in 1,000 year PML.
In the aggregate, we believe our pre-tax group-wide PML from a 1 in 1,000 year property catastrophe event would not exceed 2.5% of shareholders’ equity, inclusive of reinstatement premiums payable.
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 June 30, 2025, the allowance for credit losses on reinsurance recoverables was $1.5 million. 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 require collateral, in the form of a trust arrangement or letter of credit, to secure the obligations of the insurance entity for whom we are fronting.
At June 30, 2025, we had reinsurance recoverables on unpaid losses of $1,985.8 million (net of a $1.5 million allowance for credit losses) and reinsurance recoverables on paid losses of $123.0 million, and all material recoverable amounts were from companies with A.M. Best ratings of “A-” (Excellent) or better, or are collateralized by the reinsurer for our benefit through letters of credit or funds on deposit in trust accounts.
Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book
James River previously issued a set of commercial auto insurance contracts (the “Rasier Commercial Auto Policies”) 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) (collectively, the “Indemnity Agreements”) and is contractually entitled to reimbursement for the portion of the losses and loss adjustment expenses paid on behalf of Rasier under the Rasier Commercial Auto Policies and other expenses incurred by James River. In addition, on September 27, 2021, James River entered into the Commercial Auto LPT with Aleka to reinsure substantially all of the Rasier Commercial Auto Policies for which James River is not otherwise indemnified by Rasier under the Indemnity Agreements.
Each of Rasier and Aleka are required to post collateral equal to 102% of James River's estimate of the respective party's obligations in trusts pursuant to the terms of the Indemnity Agreements and the Commercial Auto LPT, respectively. At June 30, 2025, the total balance of collateral securing Rasier's obligations under the Indemnity Agreements was $55.3 million
56
Table of Contents
and Aleka's obligations under the Commercial Auto LPT was $26.5 million. At June 30, 2025, the total reinsurance recoverables under the Commercial Auto LPT was $24.1 million.
While the Commercial Auto LPT brings economic finality to substantially all of the Rasier Commercial Auto Policies, the Company has credit exposure to Rasier and Aleka under the Indemnity Agreements and the Commercial Auto LPT if the estimated losses and expenses of the Rasier Commercial Auto Policies grow at a faster pace than the growth in our collateral balances. In addition, we have credit exposure if our estimates of future losses and loss adjustment expenses and other amounts recoverable under the Indemnity Agreements and the Commercial Auto LPT, which are the basis for establishing the collateral balances, are lower than actual amounts paid or payable. The amount of our credit exposure in any of these instances could be material. To mitigate these risks, we closely and frequently monitor our exposure compared to our collateral held, and we request additional collateral in accordance with the terms of the Commercial Auto LPT and Indemnity Agreements when our analysis indicates that we have uncollateralized exposure.
Ratings
The A.M. Best Company financial strength rating for our U.S. insurance subsidiaries is “A-” (Excellent) with a negative outlook. This rating reflects A.M. Best’s opinion of our insurance subsidiaries’ financial strength, operating performance and ability to meet obligations to policyholders and is not an evaluation directed towards the protection of investors. The A- rating 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.
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. We believe the “A-” (Excellent) ratings assigned to our U.S. insurance subsidiaries allow our subsidiaries to actively pursue relationships with the agents and brokers identified in their marketing plans.
Series A Preferred Shares
The Company closed on the issuance and sale of 150,000 Series A Preferred Shares on March 1, 2022 for an aggregate purchase price of $150.0 million, or $1,000 per share, in a private placement. The Series A Preferred Shares are convertible into the Company’s common shares at the option of the holder at any time, or at the Company’s option under certain circumstances. Dividends on the Series A Preferred Shares accrue quarterly at the rate of 7% of the Liquidation Preference per annum, which may be paid in cash, in-kind in common shares or in Series A Preferred Shares, at the Company’s election.
On November 11, 2024, the Company amended the Certificate of Designations setting forth the terms of the Series A Preferred Shares to, among other things, convert 37,500 outstanding Series A Preferred Shares with a liquidation value of $37.5 million to common shares at a per share price of $6.40. Following the conversion, 112,500 Series A Preferred Shares remain outstanding.
EQUITY
Total common shares outstanding increased from 45,644,318 at December 31, 2024 to 45,895,335 at June 30, 2025, reflecting 251,017 common shares issued in the six months ended June 30, 2025 related to vesting of RSUs.
Share Based Compensation Expense
The Company recognized $834,000 and $3.5 million of share based compensation expense in the three and six months ended June 30, 2025, respectively ($1.6 million and $4.2 million in the respective prior year periods). As of June 30, 2025, the Company had $6.9 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 2.0 years.
57
Table of Contents
Equity Incentive Plans
RSUs
The following table summarizes RSU activity:
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Shares | Weighted- Average Grant Date Fair Value | Shares | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||
| Unvested, beginning of period | 885,173 | $ | 15.30 | 751,254 | $ | 23.48 | |||||||||||||||||
| Granted | 1,321,733 | $ | 3.68 | 537,060 | $ | 9.76 | |||||||||||||||||
| Vested | (362,216) | $ | 18.00 | (268,993) | $ | 25.11 | |||||||||||||||||
| Forfeited | (121,369) | $ | 6.50 | (76,305) | $ | 15.56 | |||||||||||||||||
| Unvested, end of period | 1,723,321 | $ | 6.44 | 943,016 | $ | 15.84 | |||||||||||||||||
Outstanding RSUs granted to employees generally vest ratably over a three-year vesting period in the case of time-vest RSUs and cliff vest at the end of a three-year performance period in the case of PRSUs. RSUs granted to non-employee directors generally have a one year vesting period. The RSUs granted in 2025 and 2024 include 620,108 and 231,492 PRSU awards, respectively. Initial PRSU awards are granted at the 100% target performance level. The Company projects the level of achievement for each award during the performance period and periodically adjusts the number of outstanding awards to reflect the number of awards expected to vest.
Options
At December 31, 2023, the Company had 74,390 options outstanding with an average weighted exercise price of $42.17. The options lapsed in the six months ended June 30, 2024, after which, there have been no options outstanding.
58
Table of Contents
Underwriting Performance Ratios
The following table provides the underwriting performance ratios of the Company's continuing operations inclusive of the business subject to retroactive reinsurance accounting. There is no economic impact to the Company over the life of a retroactive reinsurance contract so long as any additional losses subject to the contract are within the limit of the contract and the counterparty performs under the contract. Retroactive reinsurance accounting is not indicative of our current and ongoing operations. Management believes that providing loss ratios and combined ratios on business not subject to retroactive reinsurance accounting gives the users of our financial statements useful information in evaluating our current and ongoing operations.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Excess and Surplus Lines: | |||||||||||||||||||||||
| Loss Ratio | 66.4 | % | 72.3 | % | 65.6 | % | 68.2 | % | |||||||||||||||
| Impact of retroactive reinsurance | 6.5 | % | (2.6) | % | 2.6 | % | (2.7) | % | |||||||||||||||
| Loss Ratio including impact of retroactive reinsurance | 72.9 | % | 69.7 | % | 68.2 | % | 65.5 | % | |||||||||||||||
| Combined Ratio | 91.7 | % | 95.4 | % | 91.6 | % | 91.3 | % | |||||||||||||||
| Impact of retroactive reinsurance | 6.5 | % | (2.6) | % | 2.6 | % | (2.7) | % | |||||||||||||||
| Combined Ratio including impact of retroactive reinsurance | 98.2 | % | 92.8 | % | 94.2 | % | 88.6 | % | |||||||||||||||
| Consolidated: | |||||||||||||||||||||||
| Loss Ratio | 68.1 | % | 73.0 | % | 67.4 | % | 69.6 | % | |||||||||||||||
| Impact of retroactive reinsurance | 6.1 | % | (2.3) | % | 2.4 | % | (2.3) | % | |||||||||||||||
| Loss Ratio including impact of retroactive reinsurance | 74.2 | % | 70.7 | % | 69.8 | % | 67.3 | % | |||||||||||||||
| Combined Ratio | 98.6 | % | 99.3 | % | 99.1 | % | 97.2 | % | |||||||||||||||
| Impact of retroactive reinsurance | 6.1 | % | (2.3) | % | 2.4 | % | (2.3) | % | |||||||||||||||
| Combined Ratio including impact of retroactive reinsurance | 104.7 | % | 97.0 | % | 101.5 | % | 94.9 | % | |||||||||||||||
59
Table of Contents
RECONCILIATION OF NON-GAAP MEASURES
See “Key Metrics” above for descriptions of why management believes the following Non-GAAP measures provide useful information about our financial condition and results of operation.
Reconciliation of Underwriting Profit
We define underwriting profit as net earned premiums and gross fee income (in specific instances when the Company is not retaining insurance risk) less losses and loss adjustment expenses on business from continuing operations not subject to retroactive reinsurance accounting and other operating expenses. Other operating expenses include the underwriting, acquisition, and insurance expenses of the operating segments and, for consolidated underwriting profit, the expenses of the Corporate and Other segment. Our definition of underwriting profit may not be comparable to that of other companies.
The following table reconciles the underwriting profit of the operating segments by individual segment to consolidated income from continuing operations before income taxes:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Underwriting profit (loss) of the operating segments: | |||||||||||||||||||||||
| Excess and Surplus Lines | $ | 11,707 | $ | 6,427 | $ | 23,365 | $ | 24,918 | |||||||||||||||
| Specialty Admitted Insurance | (1,421) | 3,416 | (1,727) | 4,202 | |||||||||||||||||||
| Total underwriting profit of operating segments | 10,286 | 9,843 | 21,638 | 29,120 | |||||||||||||||||||
| Other operating expenses of the Corporate and Other segment | (8,222) | (8,624) | (18,853) | (19,761) | |||||||||||||||||||
Underwriting profit (1) | 2,064 | 1,219 | 2,785 | 9,359 | |||||||||||||||||||
| Losses and loss adjustment expenses - retroactive reinsurance | (9,239) | 3,684 | (7,311) | 7,686 | |||||||||||||||||||
| Net investment income | 20,516 | 24,931 | 40,524 | 47,563 | |||||||||||||||||||
| Net realized and unrealized (losses) gains on investments | (352) | (2,305) | (1,723) | 2,278 | |||||||||||||||||||
| Other income and expenses | 234 | (905) | 589 | (726) | |||||||||||||||||||
| Interest expense | (5,805) | (6,344) | (11,346) | (12,829) | |||||||||||||||||||
| Amortization of intangible assets | (91) | (91) | (182) | (182) | |||||||||||||||||||
| Income from continuing operations before income taxes | $ | 7,327 | $ | 20,189 | $ | 23,336 | $ | 53,149 | |||||||||||||||
(1)Included in underwriting results for the three and six months ended June 30, 2025 is gross fee income of $3.9 million and $8.3 million, respectively ($5.6 million and $10.9 million in the respective prior year periods).
60
Table of Contents
Reconciliation of Adjusted Net Operating Income
Adjusted net operating income is defined as income available to common shareholders excluding a) income (loss) from discontinued operations, b) the impact of retroactive reinsurance accounting, c) net realized and unrealized gains (losses) on investments, d) certain non-operating expenses such as professional service fees related to certain lawsuits, various strategic initiatives, and the filing of registration statements for the offering of securities, e) severance costs associated with terminated employees, and f) deemed dividends recorded with the amendment of the Series A Preferred Shares. Adjusted net operating income should not be viewed as a substitute for net income calculated in accordance with GAAP, and our definition of adjusted net operating income may not be comparable to that of other companies.
Our income available to common shareholders reconciles to our adjusted net operating income as follows:
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Income Before Taxes | Net Income | Income Before Taxes | Net Income | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Income available to common shareholders | $ | 4,997 | $ | 2,790 | $ | 10,711 | $ | 5,000 | |||||||||||||||
| Loss from discontinued operations | 361 | 361 | 6,853 | 6,853 | |||||||||||||||||||
| Losses and loss adjustment expenses - retroactive reinsurance | 9,239 | 7,299 | (3,684) | (2,910) | |||||||||||||||||||
| Net realized and unrealized investment losses (gains) | 352 | 278 | 2,305 | 1,821 | |||||||||||||||||||
| Other expenses | 1,008 | 965 | 2,098 | 1,900 | |||||||||||||||||||
| Adjusted net operating income | $ | 15,957 | $ | 11,693 | $ | 18,283 | $ | 12,664 | |||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Income Before Taxes | Net Income | Income Before Taxes | Net Income | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Income available to common shareholders | $ | 17,623 | $ | 10,395 | $ | 32,941 | $ | 17,778 | |||||||||||||||
| Loss from discontinued operations | 1,775 | 1,775 | 14,958 | 14,958 | |||||||||||||||||||
| Losses and loss adjustment expenses - retroactive reinsurance | 7,311 | 5,776 | (7,686) | (6,072) | |||||||||||||||||||
| Net realized and unrealized investment losses (gains) | 1,723 | 1,361 | (2,278) | (1,800) | |||||||||||||||||||
| Other expenses | 1,571 | 1,488 | 2,830 | 2,632 | |||||||||||||||||||
| Adjusted net operating income | $ | 30,003 | $ | 20,795 | $ | 40,765 | $ | 27,496 | |||||||||||||||
61
Table of Contents
Tangible Equity (per Share) and Tangible Common Equity (per Share)
Tangible equity is defined as shareholders' equity plus mezzanine Series A Preferred Shares and the deferred retroactive reinsurance gain less goodwill and intangible assets, net of amortization. Tangible equity per share represents tangible equity divided by the sum of total common shares outstanding plus the common shares resulting from an assumed conversion of the outstanding Series A Preferred Shares into common shares (at the conversion price effective as of the last day of the applicable period). Tangible common equity is defined as shareholders' equity plus the deferred retroactive reinsurance gain less goodwill and intangible assets, net of amortization. Tangible common equity per share represents tangible common equity divided by the total common shares outstanding. Our definitions of tangible equity, tangible equity per share, tangible common equity and tangible common equity per share may not be comparable to that of other companies, and they should not be viewed as a substitute for shareholders’ equity and shareholders’ equity per share calculated in accordance with GAAP.
The following table reconciles shareholders’ equity to tangible common equity as of June 30, 2025, December 31, 2024, and June 30, 2024:
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |||||||||||||||
| ($ in thousands, except share amounts) | |||||||||||||||||
| Shareholders’ equity | $ | 492,558 | $ | 460,915 | $ | 541,791 | |||||||||||
| Plus: Series A redeemable preferred shares | 133,115 | 133,115 | 144,898 | ||||||||||||||
| Plus: Deferred reinsurance gain | 65,281 | 57,970 | 13,047 | ||||||||||||||
| Less: Goodwill | 181,831 | 181,831 | 181,831 | ||||||||||||||
| Less: Intangible assets, net | 32,268 | 32,450 | 32,631 | ||||||||||||||
| Tangible equity | 476,855 | 437,719 | 485,274 | ||||||||||||||
| Less: Series A redeemable preferred shares | 133,115 | 133,115 | 144,898 | ||||||||||||||
| Tangible common equity | $ | 343,740 | $ | 304,604 | $ | 340,376 | |||||||||||
| Common shares outstanding | 45,895,335 | 45,644,318 | 37,825,767 | ||||||||||||||
| Common shares from assumed conversion of Series A Preferred Shares | 13,521,634 | 13,521,634 | 6,848,763 | ||||||||||||||
| Common shares outstanding after assumed conversion of Series A Preferred Shares | 59,416,969 | 59,165,952 | 44,674,530 | ||||||||||||||
| Equity per share: | |||||||||||||||||
| Shareholders' equity | $ | 10.73 | $ | 10.10 | $ | 14.32 | |||||||||||
| Tangible equity | $ | 8.03 | $ | 7.40 | $ | 10.86 | |||||||||||
| Tangible common equity | $ | 7.49 | $ | 6.67 | $ | 9.00 | |||||||||||
62
Table of Contents
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, 2024.
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 or submit 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 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 CEO and CFO, as of June 30, 2025, 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 June 30, 2025.
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 June 30, 2025 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
The information required with respect to this item can be found under “Contingent Liabilities - Legal Proceedings” in note 8 of the notes to the unaudited consolidated financial statements contained in this quarterly report and is incorporated by reference into this Item 1.
Item 1A. Risk Factors
There have been no material changes in our risk factors in the quarter ended June 30, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
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
63
Table of Contents
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 10.1* | James River Group Holdings, Ltd. Short-Term Incentive Plan, as amended on April 24, 2025 | |||||||
| 10.2* | Amended and Restated Employment Agreement, dated January 15, 2018, by and among James River Group, Inc., certain subsidiaries of James River Group, Inc. and Richard Schmitzer (incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed on March 1, 2018, Commission File No. 001-36777) | |||||||
| 10.3* | Amendment to Amended and Restated Employment Agreement, dated January 15, 2018, by and among James River Group, Inc., certain subsidiaries of James River Group, Inc. and Richard Schmitzer | |||||||
| 10.4+ | Credit Agreement, dated as of June 12, 2025, by and among James River Group Holdings, Ltd., KeyBank National Association, as Administrative Agent and Letter of Credit Issuer, KeyBank National Association and Truist Securities, Inc. as Joint Book Runners and Joint Lead Arrangers, Truist Bank as Syndication Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed on June 13, 2025; Commission File No. 001-36777) | |||||||
| 10.5 | Continuing Guaranty of Payment, dated as of June 12, 2025, by James River Group Holdings UK Limited, as Guarantor, pursuant to Credit Agreement dated as of June 12, 2025, among James River Group Holdings, Ltd., KeyBank National Association, as Administrative Agent and Letter of Credit Issuer, KeyBank National Association and Truist Securities, Inc., as Joint Book Runners and Joint Lead Arrangers, Truist Bank as Syndication Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K filed on June 13, 2025; Commission File No. 001-36777) | |||||||
| 10.6 | Continuing Guaranty of Payment, dated as of June 12, 2025, by James River Group, Inc., as Guarantor, pursuant to Credit Agreement dated as of June 12, 2025, among James River Group Holdings, Ltd., KeyBank National Association, as Administrative Agent and Letter of Credit Issuer, KeyBank National Association and Truist Securities, Inc., as Joint Book Runners and Joint Lead Arrangers, Truist Bank as Syndication Agent, and the lender parties thereto (incorporated by reference to Exhibit 10.3 on the Current Report on Form 8-K filed on June 13, 2025; 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) | |||||||
| 32.1 | 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. | |||||||
* Denotes a management contract or compensatory plan or arrangement.
+ Pursuant to Item 601(a)(5) of Regulation S-K, the Schedules to this Exhibit have been omitted. A copy of the omitted schedules will be furnished to the Securities and Exchange Commission upon request.
64
Table of Contents
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: | August 5, 2025 | By: | /s/ Frank N. D’Orazio | ||||||||
Frank N. D’Orazio | |||||||||||
| Chief Executive Officer and Director | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: | August 5, 2025 | By: | /s/ Sarah C. Doran | ||||||||
| Sarah C. Doran | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
65
James River Grou
NASDAQ:JRVR
JRVR Rankings
JRVR Latest News
Jul 24, 2025
James River Announces Director Appointment
Jul 10, 2025
James River Announces Executive Appointments; Second Quarter Earnings Conference Call on Tuesday, August 5, 2025
May 5, 2025
James River Announces Excess and Surplus Lines Leadership Retirement and Succession Plan
May 5, 2025
James River Announces First Quarter 2025 Results
JRVR Latest SEC Filings
JRVR Stock Data
267.23M
36.49M
7.36%
74.98%
3.6%
Insurance - Specialty
Fire, Marine & Casualty Insurance
Bermuda
PEMBROKE