NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Business and Significant Accounting Policies
The accompanying consolidated financial statements of Argo Group International Holdings, Ltd. and its subsidiaries (“Argo Group,” “we,” “us,” “our” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Argo Group is an underwriter of specialty insurance products in the property and casualty market.
The preparation of interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The major estimates reflected in our consolidated financial statements include, but are not limited to, reserves for losses and loss adjustment expenses; reinsurance recoverables, including the reinsurance recoverables allowance for expected credit losses; fair value of investments and assessment of potential impairment, including the allowance for credit losses on fixed maturity securities; valuation of goodwill and intangibles and our deferred tax asset valuation allowance. Actual results could materially differ from those estimates. Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission ("SEC") (the “2022 Form 10-K”).
The interim financial information as of, and for the three months ended, March 31, 2023 and 2022 is unaudited. However, in the opinion of management, the interim information includes all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results presented for the interim periods. The operating results for the interim periods are not necessarily indicative of the results to be expected for the full year. All significant intercompany amounts have been eliminated in consolidation. Certain reclassifications have been made to financial information presented for prior years to conform to the current year’s presentation.
Sale of Argo Underwriting Agency Limited
On September 8, 2022, Argo International Holdings Limited (the “Seller”), a wholly-owned subsidiary of the Company, and Ohio Farmers Insurance Company (the “Buyer”), part of the Westfield group of insurance companies, entered into a sale and purchase agreement (the “Transaction”) under which the Seller agreed to sell, and the Buyer agreed to purchase, the entire issued share capital of Argo Underwriting Agency Limited (“AUA”), for which the financial results are reported in our International segment. This transaction simplifies our reporting structure and is intended to drive greater efficiencies.
The base cash consideration for the purchase is $125.0 million, which will be adjusted to reflect the extent by which AUA’s net assets at completion are greater or lesser than AUA net assets as of March 31, 2022. In the third quarter of 2022, as a result of the sale, an impairment was recorded in the amount of $28.5 million, consisting of $17.3 million of indefinite lived intangible assets and $11.2 million of goodwill, representing the difference between the carrying value and implied fair value as determined by the consideration to be received. In addition, the Buyer will be obliged to replace certain funds provided by the Company to support the activities of AUA and certain of its subsidiaries at Lloyd’s of London, which would then be released to the Company.
As of December 31, 2022, the Company reported the assets and liabilities of this block of business as held-for-sale on Consolidated Balance Sheets with results continuing to be reported within the Consolidated Statements of Income (Loss) and the International Operations segment. The Company determined that the Transaction did not represent a strategic shift, and therefore, did not meet the requirements for discontinued operations.
On February 2, 2023, the Seller completed the sale of the entire issued share capital of AUA. At the closing, the Company received total consideration of $155.6 million, which included cash proceeds of $125.0 million as base consideration and an additional $30.6 million which was placed in escrow by the Buyer related to certain reinsurance-related recoverables. In the first quarter of 2023, $4.8 million of the consideration placed in escrow was released to the Company. The funds in escrow may be released to the Seller over a period of two years following the closing. At the end of the two-year escrow period, any remaining balance of the escrow will be returned to the Buyer. The base consideration is subject to adjustment pending a final closing balance sheet.
As a result of the sale, we realized a loss of $20.3 million, which is included as a component of Net realized investment and other gains (losses) in our Condensed Consolidated Statements of Income (Loss). This loss is due to the realization of unrealized investment losses, which was previously a component of accumulated other comprehensive income.
Sale of Argo Seguros Brasil S.A.
On February 15, 2022, we completed the sale of our Brazilian operations, Argo Seguros Brasil S.A. (“Argo Seguros”), to Spice Private Equity Ltd., an investment company focused on global private equity investments, for a purchase price of 160 million Brazilian Reais (approximately $30.5 million), subject to the terms and conditions set forth in the purchase agreement. Argo Seguros is one of the units within our International Operations reporting segment. As a result, we realized a loss on the sale of Argo Seguros of $28.5 million, which is included as a component of Net realized investment and other gains (losses) in our Condensed Consolidated Statements of Income (Loss). This loss was primarily attributable to the realization of historical foreign currency translation, which was previously a component of accumulated other comprehensive income. We previously recognized a $6.3 million loss during 2021 as we adjusted the carrying value of Argo Seguros to its fair value.
In third quarter of 2022, a final purchase price was established in the amount of 140 million Brazilian Reais (approximately $26.9 million). As a result, we realized a loss on the sale of Argo Seguros of $33.8 million in 2022, which is included as a component of Net realized investment and other gains (losses) in our Consolidated Statements of Income (Loss).
2. Recently Issued Accounting Pronouncements
The Company evaluated recently issued accounting pronouncements and determined none are material to our results of operations or financial position reported herein.
3. Investments
Included in our Assets held-for-sale at December 31, 2022 in our Consolidated Balance Sheets is $55.9 million of assets managed on behalf of the trade capital providers, who are third-party participants that provide underwriting capital to the operations of Syndicates 1200 and 1910. At March 31, 2023, the Company did not have any assets managed on behalf of the trade capital providers due the sale of AUA as described in Note 1, “Business and Significant Accounting Policies.”
Fixed Maturities
The amortized cost, gross unrealized gains, gross unrealized losses, allowance for credit losses, and fair value of fixed maturity investments were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2023 | | | | | | | | | | |
(in millions) | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Allowance for Credit Losses | | Fair Value |
Fixed maturities | | | | | | | | | | |
U.S. Governments | | $ | 412.5 | | | $ | — | | | $ | 24.6 | | | $ | — | | | $ | 387.9 | |
Foreign Governments | | 35.8 | | | 0.4 | | | 7.2 | | | 0.8 | | | 28.2 | |
Obligations of states and political subdivisions | | 109.0 | | | 0.6 | | | 8.3 | | | 0.4 | | | 100.9 | |
Corporate bonds | | 1,360.5 | | | 1.1 | | | 140.7 | | | 1.4 | | | 1,219.5 | |
Commercial mortgage-backed securities | | 335.2 | | | — | | | 50.4 | | | — | | | 284.8 | |
Residential mortgage-backed securities | | 314.1 | | | 0.2 | | | 46.1 | | | — | | | 268.2 | |
Asset-backed securities | | 149.3 | | | — | | | 12.1 | | | 0.1 | | | 137.1 | |
Collateralized loan obligations | | 253.4 | | | 0.4 | | | 16.0 | | | — | | | 237.8 | |
Total fixed maturities | | $ | 2,969.8 | | | $ | 2.7 | | | $ | 305.4 | | | $ | 2.7 | | | $ | 2,664.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 | | | | | | | | | | |
(in millions) | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Allowance for Credit Losses | | Fair Value |
Fixed maturities | | | | | | | | | | |
U.S. Governments | | $ | 410.9 | | | $ | — | | | $ | 30.2 | | | $ | — | | | $ | 380.7 | |
Foreign Governments | | 35.6 | | | 0.3 | | | 6.7 | | | 0.8 | | | 28.4 | |
Obligations of states and political subdivisions | | 109.9 | | | 0.4 | | | 10.1 | | | 0.4 | | | 99.8 | |
Corporate bonds | | 1,394.8 | | | 0.9 | | | 160.0 | | | 1.6 | | | 1,234.1 | |
Commercial mortgage-backed securities | | 337.4 | | | — | | | 52.0 | | | — | | | 285.4 | |
Residential mortgage-backed securities | | 320.0 | | | 0.2 | | | 50.2 | | | — | | | 270.0 | |
Asset-backed securities | | 153.4 | | | — | | | 14.2 | | | — | | | 139.2 | |
Collateralized loan obligations | | 254.4 | | | 0.3 | | | 16.8 | | | — | | | 237.9 | |
Total fixed maturities | | $ | 3,016.4 | | | $ | 2.1 | | | $ | 340.2 | | | $ | 2.8 | | | $ | 2,675.5 | |
Contractual Maturity
The amortized cost and fair values of fixed maturity investments as of March 31, 2023, by contractual maturity, were as follows:
| | | | | | | | | | | | | | |
(in millions) | | Amortized Cost | | Fair Value |
Due in one year or less | | $ | 84.1 | | | $ | 83.0 | |
Due after one year through five years | | 1,276.3 | | | 1,179.1 | |
Due after five years through ten years | | 509.4 | | | 435.5 | |
Due after ten years | | 48.0 | | | 38.9 | |
Structured securities | | 1,052.0 | | | 927.9 | |
Total | | $ | 2,969.8 | | | $ | 2,664.4 | |
The actual maturities may differ from the contractual maturities because debtors may have the right to call or prepay obligations.
Other Investments
Details regarding the carrying value and unfunded investment commitments of other investments as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | |
March 31, 2023 | | | | |
(in millions) | | Carrying Value | | Unfunded Commitments |
Investment Type | | | | |
Hedge funds | | $ | 54.7 | | | $ | — | |
Private equity | | 263.7 | | | 107.3 | |
| | | | |
| | | | |
Other | | 4.6 | | | — | |
Total other investments | | $ | 323.0 | | | $ | 107.3 | |
| | | | | | | | | | | | | | |
December 31, 2022 | | | | |
(in millions) | | Carrying Value | | Unfunded Commitments |
Investment Type | | | | |
Hedge funds | | $ | 54.0 | | | $ | — | |
Private equity | | 264.6 | | | 108.9 | |
| | | | |
Other | | 4.6 | | | — | |
Total other investments | | $ | 323.2 | | | $ | 108.9 | |
The following describes each investment type:
•Hedge funds: Hedge funds, carried at net asset value (“NAV”) as a practical expedient of fair value, include funds that primarily buy and sell stocks, including short sales, multi-strategy credit, relative value credit and distressed credit.
•Private equity: Private equity includes buyout funds, real asset/infrastructure funds, credit special situations funds, mezzanine lending funds and direct investments and strategic non-controlling minority investments in private companies that are principally accounted for using the equity method of accounting.
•Other: Other includes participation in investment pools.
Unrealized Losses
An aging of unrealized losses on our investments in fixed maturities is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2023 | | Less Than One Year | | One Year or Greater | | Total |
(in millions) | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
Fixed maturities | | | | | | | | | | | | |
U.S. Governments | | $ | 17.3 | | | $ | 0.4 | | | $ | 370.1 | | | $ | 24.2 | | | $ | 387.4 | | | $ | 24.6 | |
Foreign Governments | | 13.1 | | | 2.4 | | | 7.3 | | | 4.8 | | | 20.4 | | | 7.2 | |
Obligations of states and political subdivisions | | 23.3 | | | 1.0 | | | 66.4 | | | 7.3 | | | 89.7 | | | 8.3 | |
Corporate bonds | | 169.9 | | | 11.1 | | | 1,027.8 | | | 129.6 | | | 1,197.7 | | | 140.7 | |
Commercial mortgage-backed securities | | 29.1 | | | 2.6 | | | 255.6 | | | 47.8 | | | 284.7 | | | 50.4 | |
Residential mortgage-backed securities | | 26.9 | | | 1.5 | | | 238.7 | | | 44.6 | | | 265.6 | | | 46.1 | |
Asset-backed securities | | 43.8 | | | 1.9 | | | 93.1 | | | 10.2 | | | 136.9 | | | 12.1 | |
Collateralized loan obligations | | 48.4 | | | 2.8 | | | 177.0 | | | 13.2 | | | 225.4 | | | 16.0 | |
Total fixed maturities | | $ | 371.8 | | | $ | 23.7 | | | $ | 2,236.0 | | | $ | 281.7 | | | $ | 2,607.8 | | | $ | 305.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 | | Less Than One Year | | One Year or Greater | | Total |
(in millions) | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
Fixed maturities | | | | | | | | | | | | |
U.S. Governments | | $ | 271.0 | | | $ | 18.1 | | | $ | 109.8 | | | $ | 12.1 | | | $ | 380.8 | | | $ | 30.2 | |
Foreign Governments | | 16.7 | | | 4.9 | | | 2.6 | | | 1.8 | | | 19.3 | | | 6.7 | |
Obligations of states and political subdivisions | | 67.4 | | | 4.1 | | | 24.3 | | | 6.0 | | | 91.7 | | | 10.1 | |
Corporate bonds | | 695.1 | | | 68.3 | | | 519.6 | | | 91.7 | | | 1,214.7 | | | 160.0 | |
Commercial mortgage-backed securities | | 144.2 | | | 18.6 | | | 141.2 | | | 33.4 | | | 285.4 | | | 52.0 | |
Residential mortgage-backed securities | | 88.7 | | | 8.8 | | | 178.8 | | | 41.4 | | | 267.5 | | | 50.2 | |
Asset-backed securities | | 93.3 | | | 7.5 | | | 45.9 | | | 6.7 | | | 139.2 | | | 14.2 | |
Collateralized loan obligations | | 181.1 | | | 13.3 | | | 44.2 | | | 3.5 | | | 225.3 | | | 16.8 | |
Total fixed maturities | | $ | 1,557.5 | | | $ | 143.6 | | | $ | 1,066.4 | | | $ | 196.6 | | | $ | 2,623.9 | | | $ | 340.2 | |
We hold a total of 1,548 fixed maturity securities, of which 479 were in an unrealized loss position for less than one year and 1,045 were in an unrealized loss position for a period one year or greater as of March 31, 2023. The unrealized losses as of March 31, 2023 are primarily driven from interest rate movements.
Allowance for Credit Losses
For fixed maturities with a decline in fair value below the amortized cost due to credit-related factors, an allowance is established for the difference between the estimated recoverable value and amortized cost with a corresponding charge to Net investment and other gains (losses) in the Condensed Consolidated Statements of Income (Loss). The allowance is limited to the difference between amortized cost and fair value. The estimated recoverable value is the present value of cash flows expected to be collected, as determined by management. The difference between fair value and amortized cost that is not associated with credit-related factors is recognized in the Condensed Consolidated Statements of Comprehensive Income (Loss). Accrued interest is excluded from the measurement of the allowance for credit losses.
When determining if a credit loss has been incurred, we may consider the historical performance of the security, available market information and security specific considerations such as the priority payment of the security. In addition, inputs used in our analysis include, but are not limited to, credit ratings and downgrades, delinquency rates, missed scheduled interest or principal payments, purchase yields, underlying asset performance, collateral types, modeled default rates, modeled severity rates, call/prepayment rates, expected cash flows, industry concentrations, and potential or filed bankruptcies or restructurings.
In cooperation with our investment managers, we evaluate for credit losses each quarter utilizing a bottom up review approach. At the security level, a determination is made as to whether a decline in fair value below the amortized cost basis is due to credit-related or noncredit-related factors. If we determine that all or a portion of a fixed maturity is uncollectible, the uncollectible amortized cost is written off with a corresponding reduction to the allowance for credit losses. If we collect cash flows that were previously written off, the recovery is recognized in realized investment gains. We also consider whether we intend to sell an available-for-sale security or if it is more likely than not that we will be required to sell the security before recovery of its amortized cost. In these instances, a decline in fair value is recognized in Net investment and other gains (losses) in the Condensed Consolidated Statements of Income (Loss) based on the fair value of the security at the time of assessment, resulting in a new cost basis for the security.
The following table presents a roll-forward of the changes in allowance for credit losses on available-for-sale fixed maturities by industry category for the three months ending March 31, 2023 and 2022, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | | Foreign Governments | | Obligations of states and political subdivisions | | Corporate bonds | | Asset backed securities | | Total |
Beginning balance, January 1, 2023 | | $ | 0.7 | | | $ | 0.4 | | | $ | 1.6 | | | $ | 0.1 | | | $ | 2.8 | |
| | | | | | | | | | |
Securities for which allowance was not previously recorded | | — | | | — | | | 0.2 | | | — | | | 0.2 | |
Securities sold during the period | | — | | | — | | | (0.3) | | | — | | | (0.3) | |
Reductions for credit impairments | | — | | | — | | | — | | | — | | | — | |
Additional net increases (decreases) in existing allowance | | 0.1 | | | — | | | (0.1) | | | — | | | — | |
Ending balance, March 31, 2023 | | $ | 0.8 | | | $ | 0.4 | | | $ | 1.4 | | | $ | 0.1 | | | $ | 2.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | | Foreign Governments | | Obligations of states and political subdivisions | | Corporate bonds | | Asset backed securities | | Total |
Beginning balance, January 1, 2022 | | $ | 0.2 | | | $ | — | | | $ | 2.2 | | | $ | 0.1 | | | $ | 2.5 | |
| | | | | | | | | | |
Securities for which allowance was not previously recorded | | 0.1 | | | — | | | 0.4 | | | — | | | 0.5 | |
Securities sold during the period | | — | | | — | | | (0.6) | | | — | | | (0.6) | |
Additional net increases (decreases) in existing allowance | | — | | | 0.4 | | | 0.1 | | | — | | | 0.5 | |
Ending balance, March 31, 2022 | | $ | 0.3 | | | $ | 0.4 | | | $ | 2.1 | | | $ | 0.1 | | | $ | 2.9 | |
Total credit impairment (gains) losses, net of allowance for credit losses, included in Net investment and other gains (losses) in the Condensed Consolidated Statements of Income (Loss) was $0.1 million and $1.0 million for the three months ended March 31, 2023, and 2022 respectively.
For commercial mortgage loans an allowance for credit losses is established at the time of origination or purchase, as necessary, and is updated each reporting period. Changes in the allowance for credit losses are recorded in Net investment and other gains (losses). This allowance reflects the risk of loss, even when that risk is remote, that is expected over the remaining contractual life of the loan. The allowance for credit losses considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts of future economic conditions.
Commercial Mortgage Loans
Commercial mortgage loan investments are composed of participation interests in a portfolio of commercial mortgage loans. Loan collateral is diversified with regard to property type and geography. The following table presents loans by property type:
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 |
(in millions) | | Cost | | Composition | | Loan Count |
Apartments | | $ | 87.4 | | | 54.7 | % | | 16 |
Hotel | | 25.0 | | 15.6 | % | | 4 |
Industrial | | 26.0 | | 16.3 | % | | 4 |
Retail | | 21.5 | | 13.4 | % | | 4 |
Total | | $ | 159.9 | | | 100.0 | % | | 28 | |
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
(in millions) | | Cost | | Composition | | Loan Count |
Apartments | | $ | 87.4 | | | 54.5 | % | | 16 |
Hotel | | 25.0 | | 15.6 | % | | 4 |
Industrial | | 26.0 | | 16.3 | % | | 4 |
Retail | | 21.5 | | 13.6 | % | | 4 |
Total | | $ | 159.9 | | | 100.0 | % | | 28 | |
The following table presents our loans by Debt Service Coverage Ratio (“DSCR”): | | | | | | | | | | | | | | |
| | March 31, 2023 |
(in millions) | | Cost | | Loan Count |
1.00 to 1.50 | | $ | 30.4 | | | 6 |
Greater than 1.5 to 2.0 | | 71.7 | | 12 |
Greater than 2.0 to 3.0 | | 32.0 | | 6 |
Greater than 3.0 to 4.0 | | 25.8 | | 4 |
Greater than 4.0 | | 0.0 | | 0 |
Total | | $ | 159.9 | | | 28 |
| | | | | | | | | | | | | | |
| | December 31, 2022 |
(in millions) | | Cost | | Loan Count |
1.00 to 1.50 | | $ | 10.4 | | | 2 |
Greater than 1.5 to 2.0 | | 60.4 | | 10 |
Greater than 2.0 to 3.0 | | 52.0 | | 10 |
Greater than 3.0 to 4.0 | | 25.8 | | 4 |
Greater than 4.0 | | 11.3 | | 2 |
Total | | $ | 159.9 | | | 28 |
The following table presents loans by Loan To Value (“LTV”):
| | | | | | | | | | | | | | |
| | March 31, 2023 |
(in millions) | | Cost | | Loan Count |
Equal to or less than 50.0% | | $ | 36.7 | | | 6 |
Greater than 50.0% to 55.0% | | 9.1 | | 2 |
Greater than 55.0% to 60.0% | | 42.6 | | 8 |
Greater than 60.0% to 70.0% | | 61.5 | | 10 |
Greater than 70.0% | | 10.0 | | | 2 | |
Total | | $ | 159.9 | | | 28 |
| | | | | | | | | | | | | | |
| | December 31, 2022 |
(in millions) | | Cost | | Loan Count |
Equal to or less than 50.0% | | $ | 36.7 | | | 6 |
Greater than 50.0% to 55.0% | | 9.1 | | 2 |
Greater than 55.0% to 60.0% | | 42.6 | | 8 |
Greater than 60.0% to 70.0% | | 71.5 | | 12 |
| | | | |
Total | | $ | 159.9 | | | 28 |
The following table presents loans by maturity:
| | | | | | | | | | | | | | |
| | March 31, 2023 |
(in millions) | | Cost | | Loan Count |
One Year or Less | | $ | 10.0 | | | 2 |
Greater than One Year and Less than Three | | 44.8 | | | 8 | |
Greater than Three Years and Less than Five Years | | 33.8 | | 6 |
Greater than Five Years and Less than Seven Years | | 20.4 | | 4 |
Greater than Seven Years and Less than Ten Years | | 50.9 | | 8 |
| | | | |
Total | | $ | 159.9 | | | 28 |
| | | | | | | | | | | | | | |
| | December 31, 2022 |
(in millions) | | Cost | | Loan Count |
| | | | |
Greater than One Year and Less than Three | | $ | 54.8 | | | 10 | |
Greater than Three Years and Less than Five Years | | 33.8 | | 6 |
Greater than Five Years and Less than Seven Years | | 20.4 | | 4 |
Greater than Seven Years and Less than Ten Years | | 50.9 | | 8 |
| | | | |
Total | | $ | 159.9 | | | 28 |
Investment Gains and Losses
The following table presents our gross realized investment gains and losses: | | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
(in millions) | | | | | | 2023 | | 2022 |
Realized gains on fixed maturities and other: | | | | | | | | |
Fixed maturities | | | | | | $ | 0.2 | | | $ | 11.2 | |
Other investments, including short-term investments | | | | | | 7.8 | | | 1.5 | |
Other assets | | | | | | — | | | — | |
Total realized gains on fixed maturities and other | | | | | | 8.0 | | | 12.7 | |
| | | | | | | | |
Realized losses on fixed maturities and other: | | | | | | | | |
Fixed maturities | | | | | | (22.4) | | | (16.6) | |
Other investments, including short-term investments | | | | | | (5.8) | | | (6.8) | |
Other assets | | | | | | — | | | — | |
Total realized losses on fixed maturities and other | | | | | | (28.2) | | | (23.4) | |
| | | | | | | | |
| | | | | | | | |
Other net losses recognized on fixed maturities and other: | | | | | | | | |
Credit losses on fixed maturities | | | | | | (0.6) | | | (1.0) | |
Impairment related to change in intent | | | | | | — | | | — | |
Other(1) | | | | | | (3.6) | | | (28.5) | |
Total other net losses recognized on fixed maturities and other | | | | | | (4.2) | | | (29.5) | |
| | | | | | | | |
Equity securities: | | | | | | | | |
Net realized gains (losses) on equity securities | | | | | | 0.3 | | | (1.0) | |
Change in unrealized gains (losses) on equity securities held at the end of the period | | | | | | 6.2 | | | 6.7 | |
Net gains (losses) on equity securities | | | | | | 6.5 | | | 5.7 | |
| | | | | | | | |
Net investment and other gains (losses) before income taxes | | | | | | (17.9) | | | (34.5) | |
Income tax (benefit) provision | | | | | | (5.1) | | | (0.7) | |
Net investment and other gains (losses), net of income taxes | | | | | | $ | (12.8) | | | $ | (33.8) | |
(1) For the three months ended March 31, 2022, refer to the sale Argo Seguros in Note 1, “Business and Significant Accounting Policies” for additional information.
The cost of securities sold is based on the specific identification method.
Changes in unrealized gains (losses) related to fixed maturity investments are summarized as follows:
| | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
(in millions) | | | | | | 2023 | | 2022 |
Change in unrealized gains (losses) | | | | | | | | |
Fixed maturities | | | | | | $ | 55.5 | | | $ | (177.9) | |
| | | | | | | | |
| | | | | | | | |
Other and short-term investments | | | | | | (0.1) | | | 0.1 | |
Net unrealized investment gains (losses) before income taxes | | | | | | 55.4 | | | (177.8) | |
Income tax provision (benefit) | | | | | | 9.9 | | | (33.9) | |
Net unrealized investment gains (losses), net of income taxes | | | | | | $ | 45.5 | | | $ | (143.9) | |
Foreign Currency Exchange Forward Contracts
We enter into foreign currency exchange forward contracts to manage operational currency exposure from our non-USD insurance operations, and to hedge certain non-USD investment portfolio securities. The currency forward contracts are carried at fair value in our Condensed Consolidated Balance Sheets in Other liabilities and Other assets at March 31, 2023 and December 31, 2022, respectively. The net realized gains and (losses) are included in Net realized investment and other gains (losses) in our Condensed Consolidated Statements of Income (Loss).
The fair value of our foreign currency exchange forward contracts as of March 31, 2023 and December 31, 2022 was as follows:
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| | March 31, 2023 | | December 31, 2022 |
(in millions) | | Notional Amount | | Fair Value | | Notional Amount | | Fair Value |
Operational currency exposure | | $ | 125.7 | | | $ | 1.7 | | | $ | 148.2 | | | $ | 5.8 | |
Asset manager investment exposure | | 42.1 | | | (0.9) | | | 135.0 | | | (0.6) | |
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Total | | $ | 167.8 | | | $ | 0.8 | | | $ | 283.2 | | | $ | 5.2 | |
The following table represents our gross realized investment gains and losses on our foreign currency exchange forward contracts:
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| | | | For the Three Months Ended March 31, |
(in millions) | | | | | | 2023 | | 2022 |
Realized gains | | | | | | | | |
Operational currency exposure | | | | | | $ | 4.1 | | | $ | 2.5 | |
Asset manager investment exposure | | | | | | — | | | 1.1 | |
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Gross realized investment gains | | | | | | $ | 4.1 | | | 3.6 | |
Realized losses | | | | | | | | |
Operational currency exposure | | | | | | (3.1) | | | (8.8) | |
Asset manager investment exposure | | | | | | (0.3) | | | — | |
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Gross realized investment losses | | | | | | (3.4) | | | (8.8) | |
Net realized investment (losses) gains on foreign currency exchange forward contracts | | | | | | $ | 0.7 | | | $ | (5.2) | |
Regulatory Deposits, Pledged Securities and Letters of Credit
We are required to maintain assets on deposit with various regulatory authorities to support our insurance and reinsurance operations. We maintain assets pledged as collateral in support of irrevocable letters of credit issued under the terms of certain reinsurance agreements for reported loss and loss expense reserves. The following table presents our components of restricted assets:
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(in millions) | | March 31, 2023 | | December 31, 2022 |
Securities on deposit for regulatory and other purposes | | $ | 142.8 | | | $ | 149.3 | |
Securities pledged as collateral for letters of credit and other | | 120.9 | | | 169.8 | |
Securities on deposit supporting Lloyd’s business (1) | | 173.9 | | | 171.4 | |
Total restricted investments | | $ | 437.6 | | | $ | 490.5 | |
(1) Argo Group is required to maintain Funds at Lloyd’s (“FAL”) to support its business for Syndicate 1200 and Syndicate 1910. At March 31, 2023 the amount of securities pledged for FAL was $173.9 million, which was provided by Argo Re, Ltd. The Company expects the FAL to be released in the second quarter of 2023, due to the sale of AUA, subject to regulatory approval. Refer to the sale of AUA in Note 1, “Business and Significant Accounting Policies” for additional information.
Fair Value Measurements
Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability, or in the absence of a principal market, the most advantageous market. Market participants are buyers and sellers in the principal (or most advantageous) market that are independent, knowledgeable, able to transact for the asset or liability and willing to transfer the asset or liability.
Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The inputs of these valuation techniques are categorized into three levels.
•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the reporting date. We define actively traded as a security that has traded in the past seven days.
•Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. We receive one quote per instrument for Level 2 inputs.
•Level 3 inputs are unobservable inputs. Unobservable inputs reflect our own judgments about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.
To validate the fair value of investments in the Company’s financial statements, we receive prices from multiple sources including third-party pricing services and our outside investment managers. Through a comparative analysis, the Company validates the reasonableness of its valuations. These prices are determined using observable market information such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. We have reviewed the processes used by the third-party providers for pricing the securities and have determined that these processes result in fair values consistent with GAAP requirements. In addition, we review these prices for reasonableness, and have not adjusted any prices received from the third-party providers as of March 31, 2023 and December 31, 2022. A description of the valuation techniques we use to measure assets at fair value is as follows:
Fixed Maturities (Available-for-Sale) Levels 1 and 2:
•United States Treasury securities are typically valued using Level 1 inputs. For these securities, we obtain fair value measurements from third-party pricing services using quoted prices (unadjusted) in active markets at the reporting date.
•United States Government agencies, non-U.S. Government securities, obligations of states and political subdivisions, credit securities and foreign denominated government and credit securities are reported at fair value using Level 2 inputs. For these securities, we obtain fair value measurements from third-party pricing services. Observable data may include dealer quotes, market spreads, yield curves, live trading levels, trade execution data, credit information and the security’s terms and conditions, among other things.
•Asset and mortgage-backed securities and collateralized loan obligations are reported at fair value using Level 2 inputs. For these securities, we obtain fair value measurements from third-party pricing services. Observable data may include dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things.
Fixed Maturities (Available-for-Sale) Levels 3: We own term loans and asset-back securities that are valued using unobservable inputs.
Equity Securities Level 1: Equity securities are principally reported at fair value using Level 1 inputs. For these securities, we obtain fair value measurements from a third-party pricing service using quoted prices (unadjusted) in active markets at the reporting date.
Equity Securities Level 3: We own certain equity securities that are reported at fair value using Level 3 inputs. The valuation techniques for these securities include the following:
•Fair value measurements for an investment in an equity fund obtained by applying final prices provided by the administrator of the fund, which is based upon certain estimates and assumptions.
•Fair value measurements from brokers and independent valuation services, both based upon estimates, assumptions and other unobservable inputs.
Other Investments Level 2: Foreign regulatory deposits are assets held in trust in jurisdictions where there is a legal and regulatory requirement to maintain funds locally in order to protect policyholders. Lloyd’s is the appointed investment manager for the funds. These assets are invested in short-term government securities, agency securities and corporate bonds and are valued using Level 2 inputs based upon values obtained from Lloyd’s.
Short-term Investments: Short-term investments are principally reported at fair value using Level 1 inputs, with the exception of short-term corporate and governmental bonds reported at fair value using Level 2 inputs as described in the fixed maturities section above. Values for the investments categorized as Level 1 are obtained from various financial institutions as of the reporting date.
Based on an analysis of the inputs, our financial assets and liabilities measured at fair value on a recurring basis have been categorized as follows:
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| | | | Fair Value Measurements at Reporting Date Using |
(in millions) | | March 31, 2023 | | Level 1 (1) | | Level 2 (2) | | Level 3 (3) |
Fixed maturities | | | | | | | | |
U.S. Governments | | $ | 387.9 | | | $ | 385.8 | | | $ | 2.1 | | | $ | — | |
Foreign Governments | | 28.2 | | | — | | | 28.2 | | | — | |
Obligations of states and political subdivisions | | 100.9 | | | — | | | 100.9 | | | — | |
Corporate bonds | | 1,219.5 | | | — | | | 1,197.5 | | | 22.0 | |
Commercial mortgage-backed securities | | 284.8 | | | — | | | 284.8 | | | — | |
Residential mortgage-backed securities | | 268.2 | | | — | | | 268.2 | | | — | |
Asset-backed securities | | 137.1 | | | — | | | 118.9 | | | 18.2 | |
Collateralized loan obligations | | 237.8 | | | — | | | 237.8 | | | — | |
Total fixed maturities | | 2,664.4 | | | 385.8 | | | 2,238.4 | | | 40.2 | |
Equity securities | | 44.2 | | | 36.0 | | | — | | | 8.2 | |
Other investments | | 0.3 | | | — | | | 0.3 | | | — | |
Short-term investments | | 694.6 | | | 694.3 | | | 0.3 | | | — | |
Derivatives | | 0.8 | | | — | | | 0.8 | | | — | |
Total assets | | $ | 3,404.3 | | | $ | 1,116.1 | | | $ | 2,239.8 | | | $ | 48.4 | |
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(1) Quoted prices in active markets for identical assets
(2) Significant other observable inputs
(3) Significant unobservable inputs
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements at Reporting Date Using |
(in millions) | | December 31, 2022 | | Level 1 (1) | | Level 2 (2) | | Level 3 (3) |
Fixed maturities | | | | | | | | |
U.S. Governments | | $ | 380.7 | | | $ | 378.7 | | | $ | 2.0 | | | $ | — | |
Foreign Governments | | 28.4 | | | — | | | 28.4 | | | — | |
Obligations of states and political subdivisions | | 99.8 | | | — | | | 99.8 | | | — | |
Corporate bonds | | 1,234.1 | | | — | | | 1,212.1 | | | 22.0 | |
Commercial mortgage-backed securities | | 285.4 | | | — | | | 285.4 | | | — | |
Residential mortgage-backed securities | | 270.0 | | | — | | | 270.0 | | | — | |
Asset-backed securities | | 139.2 | | | — | | | 120.5 | | | 18.7 | |
Collateralized loan obligations | | 237.9 | | | — | | | 237.9 | | | — | |
Total fixed maturities | | 2,675.5 | | | 378.7 | | | 2,256.1 | | | 40.7 | |
Equity securities | | 43.9 | | | 28.4 | | | — | | | 15.5 | |
Other investments | | 0.3 | | | — | | | 0.3 | | | — | |
Short-term investments | | 449.6 | | | 449.3 | | | 0.3 | | | — | |
Derivatives | | 5.2 | | | — | | | 5.2 | | | — | |
Total assets | | $ | 3,174.5 | | | $ | 856.4 | | | $ | 2,261.9 | | | $ | 56.2 | |
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(1) Quoted prices in active markets for identical assets
(2) Significant other observable inputs
(3) Significant unobservable inputs
The fair value measurements in the tables above do not equal Total investments on our Consolidated Balance Sheets as they primarily exclude other investments that are accounted for under the equity-method of accounting as well as hedge funds which are carried at NAV as a practical expedient.
A reconciliation of the beginning and ending balances for the investments categorized as Level 3 are as follows:
Fair Value Measurements Using Unobservable Inputs (Level 3)
| | | | | | | | | | | | | | | | | | | | | | |
(in millions) | | Credit Financial | | Equity Securities | | | | Total |
Beginning balance, January 1, 2023 | | $ | 40.7 | | | $ | 15.5 | | | | | $ | 56.2 | |
Transfers into Level 3 | | — | | | — | | | | | — | |
Transfers out of Level 3 | | — | | | (7.6) | | | | | (7.6) | |
Total gains or losses (realized/unrealized): | | | | | | | | |
Included in net income | | — | | | 0.3 | | | | | 0.3 | |
Included in other comprehensive income | | — | | | — | | | | | — | |
Purchases, issuances, sales, and settlements: | | | | | | | | |
Purchases | | — | | | — | | | | | — | |
Issuances | | — | | | — | | | | | — | |
Sales | | — | | | — | | | | | — | |
Settlements | | (0.5) | | | — | | | | | (0.5) | |
Ending balance, March 31, 2023 | | $ | 40.2 | | | $ | 8.2 | | | | | $ | 48.4 | |
Amount of total gains or losses for the year included in net income attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2023 | | $ | — | | | $ | — | | | | | $ | — | |
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(in millions) | | Credit Financial | | Equity Securities | | Total |
Beginning balance, January 1, 2022 | | $ | 2.8 | | | $ | 14.7 | | | $ | 17.5 | |
Transfers into Level 3 | | 36.1 | | | 1.5 | | | 37.6 | |
Transfers out of Level 3 | | — | | | — | | | — | |
Total gains or losses (realized/unrealized): | | | | | | |
Included in net income | | (0.4) | | | (0.7) | | | (1.1) | |
Included in other comprehensive loss | | (4.8) | | | — | | | (4.8) | |
Purchases, issuances, sales, and settlements: | | | | | | |
Purchases | | 9.0 | | | 1.0 | | | 10.0 | |
Issuances | | — | | | — | | | — | |
Sales | | (2.0) | | | (1.0) | | | (3.0) | |
Settlements | | — | | | — | | | — | |
Ending balance, December 31, 2022 | | $ | 40.7 | | | $ | 15.5 | | | $ | 56.2 | |
Amount of total gains or losses for the year included in net income attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2022 | | $ | — | | | $ | (4.4) | | | $ | (4.4) | |
At March 31, 2023 and December 31, 2022, we did not have any financial assets or financial liabilities measured at fair value on a nonrecurring basis or any financial liabilities on a recurring basis.
The Company holds investments in commercial mortgage loans reported at cost, less an allowance for expected credit losses, on the Balance Sheet. The cost and estimated fair value of the investments in commercial mortgage loans were:
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| | March 31, 2023 | | December 31, 2022 |
(in millions) | | Cost | | Fair Value | | Cost | | Fair Value |
Commercial mortgage loans | | $ | 159.9 | | | $ | 152.3 | | | $ | 159.9 | | | $ | 150.7 | |
4. Allowance for Credit Losses
Premiums receivable
The following table represents the balances of premiums receivable, net of allowance for expected credit losses, at March 31, 2023 and December 31, 2022, and the changes in the allowance for expected credit losses for the three months ended March 31, 2023 and the year ended December 31, 2022.
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(in millions) | | Premiums Receivable, Net of Allowance for Estimated Uncollectible Premiums | | Allowance for Estimated Uncollectible Premiums |
Balance, December 31, 2021 | | $ | 648.6 | | | $ | 5.7 | |
Current period change for estimated uncollectible premiums | | | | 0.2 | |
Write-offs of uncollectible premiums receivable | | | | (1.2) | |
Balance, December 31, 2022 | | $ | 292.0 | | | $ | 4.7 | |
Current period change for estimated uncollectible premiums | | | | 0.4 | |
Write-offs of uncollectible premiums receivable | | | | — | |
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Balance, March 31, 2023 | | $ | 271.1 | | | $ | 5.1 | |
Reinsurance Recoverables
The following table presents the balances of reinsurance recoverables, net of the allowance for estimated uncollectible reinsurance, at March 31, 2023 and December 31, 2022, and changes in the allowance for estimated uncollectible reinsurance for the three months ended March 31, 2023 and the year ended December 31, 2022.
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(in millions) | | Reinsurance Recoverables, Net of Allowance for Estimated Uncollectible Reinsurance | | Allowance for Estimated Uncollectible Reinsurance |
Balance, December 31, 2021 | | $ | 2,966.4 | | | $ | 3.8 | |
Current period change for estimated uncollectible premiums | | | | 1.7 | |
Write-offs of uncollectible premiums receivable | | | | — | |
Reclassified to assets held-for-sale | | | | (0.8) | |
Balance, December 31, 2022 | | $ | 3,029.1 | | | $ | 4.7 | |
Current period change for estimated uncollectible reinsurance | | | | — | |
Write-offs of uncollectible reinsurance recoverables | | | | — | |
Balance, March 31, 2023 | | $ | 3,016.9 | | | $ | 4.7 | |
We primarily utilize A.M. Best credit ratings when determining the allowance, and adjust as needed based on our historical experience with the reinsurers. A portion of our reinsurance recoverables are collateralized by letters of credit, funds held or trust agreements.
5. Reserves for Losses and Loss Adjustment Expenses
The following table provides a reconciliation of reserves for losses and loss adjustment expenses (“LAE”): | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, |
(in millions) | | 2023 | | 2022 |
Net reserves - beginning of the year | | $ | 2,213.1 | | | $ | 3,123.2 | |
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Add: | | | | |
Losses and LAE incurred during current calendar year, net of reinsurance: | | | | |
Current accident year | | 236.0 | | | 280.2 | |
Prior accident years | | 48.6 | | | 3.4 | |
Losses and LAE incurred during calendar year, net of reinsurance | | 284.6 | | | 283.6 | |
Deduct: | | | | |
Losses and LAE payments made during current calendar year, net of reinsurance: | | | | |
Current accident year | | 36.8 | | | 19.0 | |
Prior accident years | | 149.1 | | | 266.1 | |
Losses and LAE payments made during current calendar year, net of reinsurance: | | 185.9 | | | 285.1 | |
Add/(Deduct): | | | | |
Divestitures (1) | | 24.4 | | | (31.0) | |
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Retroactive reinsurance (2) | | 21.7 | | | — | |
Change in participation interest (3) | | — | | | 48.0 | |
Total net reserve adjustments | | 46.1 | | | 17.0 | |
Foreign exchange adjustments | | 2.1 | | | (0.4) | |
Net reserves - end of period | | 2,360.0 | | | 3,138.3 | |
Add: | | | | |
Reinsurance recoverables on unpaid losses and LAE, end of period | | 2,824.1 | | | 2,509.8 | |
Gross reserves - end of period | | $ | 5,184.1 | | | $ | 5,648.1 | |
(1)For the three months ended March 31, 2023, the adjustment relates to the quarterly activity of Syndicate 1200 and on reinsurance contracts with AUA subsidiaries. Refer to the sale of AUA in Note 1, “Business and Significant Accounting Policies” for additional information.
For the three months ended March 31, 2022, refer to the sale of Argo Seguros in Note 1, “Business and Significant Accounting Policies” for additional information.
(2)In connection with the sale of AUA, the Company entered into two retroactive reinsurance agreements with AUA subsidiaries.
(3)Amount represents the change in reserves due to changing our participation in Syndicates 1200 and 1910. For the three months ended March 31, 2023, the balance has been reduced to zero as a result of the sale of AUA.
Reserves for losses and LAE represent the estimated indemnity cost and related adjustment expenses necessary to investigate and settle claims. Such estimates are based upon individual case estimates for reported claims, estimates from ceding companies for reinsurance assumed and actuarial estimates for losses that have been incurred but not yet reported to the insurer. Any change in probable ultimate liabilities is reflected in current operating results.
The impact from the (favorable) unfavorable development of prior accident years’ loss and LAE reserves on each reporting segment is presented below:
| | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, |
(in millions) | | 2023 | | 2022 |
U.S. Operations | | $ | 39.7 | | | $ | 5.0 | |
International Operations | | 7.8 | | | (3.0) | |
Run-off Lines | | 1.1 | | | 1.4 | |
Total (favorable) unfavorable prior-year development | | $ | 48.6 | | | $ | 3.4 | |
The following describes the primary factors behind each segment’s net prior accident year reserve development for the three months ended March 31, 2023 and 2022:
Three months ended March 31, 2023:
•U.S. Operations: Net unfavorable development primarily related to liability and professional lines. The liability lines development was driven by businesses we have exited. The professional lines development was driven by accident years 2019 and prior.
•International Operations: Net unfavorable development primarily related to movements on claims in professional lines in Argo Insurance Bermuda.
•Run-off Lines: Net unfavorable loss reserve development on prior accident years in other run-off lines.
Three months ended March 31, 2022:
•U.S. Operations: Net unfavorable development primarily related to liability lines, including the impact of large losses, partially offset by net favorable development in specialty lines.
•International Operations: Net favorable development primarily related to catastrophe losses and Europe liability losses partially offset by unfavorable development in liability and professional losses from our Bermuda insurance operations.
•Run-off Lines: Net unfavorable loss reserve development on prior accident years in other run-off lines.
Our reserves represent the best estimate of our ultimate liabilities, based on currently known facts, current law, current technology and reasonable assumptions where facts are not known. Due to the significant uncertainties and related management judgments, there can be no assurance that future favorable or unfavorable loss development, which may be material, will not occur.
6. Disclosures About Fair Value of Financial Instruments
Cash. The carrying amount approximates fair value.
Investment securities and short-term investments. See Note 3, “Investments,” for additional information.
Premiums receivable and reinsurance recoverables on paid losses. The carrying value of current receivables and reinsurance recoverables on paid losses approximates fair value.
Debt. At March 31, 2023 and December 31, 2022, the fair value of our debt instruments is determined using both Level 1 and Level 2 inputs, as previously defined in Note 3, “Investments.”
We receive fair value prices from third-party pricing services for our financial instruments as well as for similar financial instruments. These prices are determined using observable market information such as publicly traded quoted prices, and trading prices for similar financial instruments actively being traded in the current market. We have reviewed the processes used by the third-party providers for pricing the instruments and have determined that these processes result in fair values consistent with GAAP requirements. In addition, we review these prices for reasonableness, and have not adjusted any prices received from the third-party providers as of March 31, 2023 and December 31, 2022. A description of the valuation techniques we use to measure these liabilities at fair value is as follows:
Senior Unsecured Fixed Rate Notes Level 1:
•Our senior unsecured fixed rate notes are valued using Level 1 inputs. For these securities, we obtain fair value measurements from a third-party pricing service using quoted prices (unadjusted) in active markets at the reporting date.
Junior Subordinated Debentures and Floating Rate Loan Stock Level 2:
•Our trust preferred debentures, subordinated debentures and floating rate loan stock are typically valued using Level 2 inputs. For these securities, we obtain fair value measurements from a third-party pricing service using quoted prices for similar securities being traded in active markets at the reporting date, as our specific debt instruments are less frequently traded.
A summary of our financial instruments whose carrying value did not equal fair value is shown below:
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| | March 31, 2023 | | December 31, 2022 |
(in millions) | | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
Junior subordinated debentures: | | | | | | | | |
Trust preferred debentures | | $ | 172.7 | | | $ | 157.8 | | | $ | 172.7 | | | $ | 165.8 | |
Subordinated debentures | | 86.0 | | | 83.9 | | | 85.9 | | | 88.1 | |
Total junior subordinated debentures | | 258.7 | | | 241.7 | | | 258.6 | | | 253.9 | |
Senior unsecured fixed rate notes | | 140.5 | | | 127.5 | | | 140.5 | | | 112.7 | |
Floating rate loan stock (1) | | — | | | — | | | 54.7 | | | 52.5 | |
| | $ | 399.2 | | | $ | 369.2 | | | $ | 453.8 | | | $ | 419.1 | |
(1) Floating rate loan stock reclassified to liabilities held-for-sale. See Note 1, “Business and Significant Accounting Policies” for additional information.
Based on an analysis of the inputs, our financial instruments measured at fair value for disclosure purposes have been categorized as follows:
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| | Fair Value Measurements at Reporting Date Using |
(in millions) | | March 31, 2023 | | Level 1 (1) | | Level 2 (2) | | Level 3 (3) |
Junior subordinated debentures: | | | | | | | | |
Trust preferred debentures | | $ | 157.8 | | | $ | — | | | $ | 157.8 | | | $ | — | |
Subordinated debentures | | 83.9 | | | — | | | 83.9 | | | — | |
Total junior subordinated debentures | | 241.7 | | | — | | | 241.7 | | | — | |
Senior unsecured fixed rate notes | | 127.5 | | | 127.5 | | | — | | | — | |
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| | $ | 369.2 | | | $ | 127.5 | | | $ | 241.7 | | | $ | — | |
(1) Quoted prices in active markets for identical assets
(2) Significant other observable inputs
(3) Significant unobservable inputs
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| | Fair Value Measurements at Reporting Date Using |
(in millions) | | December 31, 2022 | | Level 1 (1) | | Level 2 (2) | | Level 3 (3) |
Junior subordinated debentures: | | | | | | | | |
Trust preferred debentures | | $ | 165.8 | | | $ | — | | | $ | 165.8 | | | $ | — | |
Subordinated debentures | | 88.1 | | | — | | | 88.1 | | | — | |
Total junior subordinated debentures | | 253.9 | | | — | | | 253.9 | | | — | |
Senior unsecured fixed rate notes | | 112.7 | | | 112.7 | | | — | | | — | |
Floating rate loan stock | | 52.5 | | | — | | | 52.5 | | | — | |
| | $ | 419.1 | | | $ | 112.7 | | | $ | 306.4 | | | $ | — | |
(1) Quoted prices in active markets for identical assets
(2) Significant other observable inputs
(3) Significant unobservable inputs
7. Shareholders’ Equity
Dividends
Common Shares
On February 8, 2023, the Company entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”) and BNRE Bermuda Merger Sub Ltd., a wholly owned subsidiary of Brookfield Reinsurance (“Merger Sub”). As part of the Merger Agreement, the Company has agreed to suspend common stock dividends that would otherwise be declared and paid on the Company shares during the period from the date of the Merger Agreement through the earlier of the closing of the transaction and the termination of the Merger Agreement.
On February 16, 2022, our Board of Directors declared a quarterly cash dividend in the amount of $0.31 on each common share outstanding. On March 15, 2022, we paid $10.8 million to our shareholders of record on February 28, 2022.
Preferred Shares
On February 15, 2023, our Board of Directors declared a quarterly cash dividend in the amount of $437.50 per share on our 7.00% Resettable Fixed Rate Preference Shares, Series A, par value of $1.00 per share, with a liquidation preference of $25,000 per share (the “Series A Preference Shares”). Holders of depositary shares, each representing a 1/1,000th interest in a Series A Preference Share (the “Depositary Shares”), received $0.43750 per Depositary Share. On March 15, 2023, we paid $2.6 million to our shareholders of record of Series A Preference Shares on February 27, 2023.
On February 16, 2022, our Board of Directors declared a quarterly cash dividend in the amount of $437.50 per share on our 7.00% Resettable Fixed Rate Preference Shares, Series A, par value of $1.00 per share, with a liquidation preference of $25,000 per share (the “Series A Preference Shares”). Holders of depositary shares, each representing a 1/1,000th interest in a Series A Preference Share (the “Depositary Shares”), received $0.43750 per Depositary Share. On March 15, 2022, we paid $2.6 million to our shareholders of record of Series A Preference Shares on February 28, 2022.
Stock Repurchases
On May 3, 2016, our Board of Directors authorized the repurchase of up to $150.0 million of our common shares (“2016 Repurchase Authorization”). The 2016 Repurchase Authorization supersedes all previous repurchase authorizations. As of March 31, 2023, availability under the 2016 Repurchase Authorization for future repurchases of our common shares was $53.3 million. However, the Company does not anticipate repurchasing shares at this time.
We did not repurchase any common shares for the three months ended March 31, 2023 and March 31, 2022.
8. Accumulated Other Comprehensive Income (Loss)
A summary of changes in accumulated other comprehensive (loss) income, net of taxes (where applicable) by component for the three months ended March 31, 2023 and 2022 is presented below: | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | | Foreign Currency Translation Adjustments | | Unrealized Holding Gains (Losses) on Securities | | Defined Benefit Pension Plans | | Total |
Balance, January 1, 2023 | | $ | (4.2) | | | $ | (293.1) | | | $ | (7.8) | | | $ | (305.1) | |
Other comprehensive income before reclassifications | | 0.4 | | | 28.0 | | | 0.8 | | | 29.2 | |
Amounts reclassified from accumulated other comprehensive loss | | — | | | 17.5 | | | — | | | 17.5 | |
Net current-period other comprehensive income (loss) | | 0.4 | | | 45.5 | | | 0.8 | | | 46.7 | |
Balance, March 31, 2023 | | $ | (3.8) | | | $ | (247.6) | | | $ | (7.0) | | | $ | (258.4) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | | Foreign Currency Translation Adjustments | | Unrealized Holding Gains (Losses) on Securities | | Defined Benefit Pension Plans | | Total | | |
Balance, January 1, 2022 | | $ | (35.3) | | | $ | 19.7 | | | $ | (7.1) | | | $ | (22.7) | | | |
Other comprehensive income (loss) before reclassifications | | 4.1 | | | (139.2) | | | — | | | (135.1) | | | |
Amounts reclassified from accumulated other comprehensive loss | | 27.3 | | | (4.4) | | | — | | | 22.9 | | | |
Net current-period other comprehensive income (loss) | | 31.4 | | | (143.6) | | | — | | | (112.2) | | | |
| | | | | | | | | | |
Balance, March 31, 2022 | | $ | (3.9) | | | $ | (123.9) | | | $ | (7.1) | | | $ | (134.9) | | | |
The amounts reclassified from accumulated other comprehensive income (loss) shown in the above table have been included in the following captions in our Condensed Consolidated Statements of Income (Loss): | | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
(in millions) | | | | | | 2023 | | 2022 |
Unrealized gains and losses on securities: | | | | | | | | |
Net realized investment and other gains (losses) | | | | | | $ | (22.2) | | | $ | 5.4 | |
Provision for income taxes | | | | | | 4.7 | | | (1.0) | |
Foreign currency translation adjustments: | | | | | | | | |
Net realized investment and other gains (losses) (1) | | | | | | — | | | (27.3) | |
Total, net of taxes | | | | | | $ | (17.5) | | | $ | (22.9) | |
(1) Foreign currency translation losses were realized as a result of the sale of Argo Seguros. Refer to Note 1, “Business and Significant Accounting Policies” for additional information.
Income tax effects are released from accumulated other comprehensive income (loss) for unrealized gains or losses when the gains or losses are realized, and are taxed at the statutory rate based on jurisdiction of the underlying transaction.
9. Net Income (Loss) Per Common Share
The following table presents the calculation of net income (loss) per common share on a basic and diluted basis:
| | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
(in millions, except number of shares and per share amounts) | | | | | | 2023 | | 2022 |
Net income (loss) | | | | | | $ | (33.8) | | | $ | (1.0) | |
Less: Preferred share dividends | | | | | | 2.6 | | | 2.6 | |
Net income (loss) attributable to common shareholders | | | | | | (36.4) | | | (3.6) | |
Weighted average common shares outstanding - basic | | | | | | 35,099,968 | | | 34,891,935 | |
Effect of dilutive securities: | | | | | | | | |
Equity compensation awards | | | | | | — | | | — | |
Weighted average common shares outstanding - diluted | | | | | | 35,099,968 | | | 34,891,935 | |
Net income (loss) per common share: | | | | | | | | |
Basic | | | | | | $ | (1.04) | | | $ | (0.11) | |
Diluted | | | | | | $ | (1.04) | | | $ | (0.11) | |
Excluded from the weighted average common shares outstanding calculation at March 31, 2023 and 2022 are 11,318,339 and 11,315,889 shares, respectively, which are held as treasury shares. The shares are excluded as of their repurchase date. Excluded from the computation of diluted net loss per common shares were 62,755 and 173,541 potentially dilutive shares for the three months ended March 31, 2023 and 2022, respectively. The potentially dilutive shares were excluded due to the net loss incurred for the periods presented.
10. Supplemental Cash Flow Information
Interest paid and income taxes paid (recovered) were as follows: | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, |
(in millions) | | 2023 | | 2022 |
Senior unsecured fixed rate notes | | $ | 2.3 | | | $ | 2.3 | |
Junior subordinated debentures | | 5.5 | | | 2.5 | |
Other indebtedness | | 0.8 | | | 0.8 | |
Total interest paid | | $ | 8.6 | | | $ | 5.6 | |
| | | | |
Income taxes paid | | $ | 0.4 | | | $ | 0.3 | |
Income taxes recovered | | (0.1) | | | (0.2) | |
Income taxes paid, net | | $ | 0.3 | | | $ | 0.1 | |
11. Share-based Compensation
Argo Group’s 2019 Omnibus Incentive Plan
In May 2019, our shareholders approved the 2019 Omnibus Incentive Plan (the “2019 Plan”), which provides equity-based and cash-based incentives to key employees and non-employee directors. The intent of the 2019 Plan is to encourage and provide for the acquisition of an ownership interest in Argo Group, enabling us to attract and retain qualified and competent persons to serve as members of our management team and Board of Directors. The 2019 Plan authorizes 1,885,000 common shares to be granted as equity-based awards. No further grants will be made under any prior plan; however, any awards under a prior plan that are outstanding as of the effective date shall remain subject to the terms and conditions of, and be governed by, such prior plan.
Awards granted under the 2019 Plan may be in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, other stock-based awards or other cash-based awards. Awards may be granted either alone, in addition to or in tandem with other awards authorized under the 2019 Plan. Awards that are settled in stock will count as one share for the purposes of reducing the share reserve under the 2019 Plan. Shares issued under this plan may be shares that are authorized and unissued or shares that we have reacquired, including shares purchased on the open market.
Stock options and stock appreciation rights are required to have an exercise price that is not less than the fair market value on the date of grant. The term of these awards is not to exceed ten years.
Restricted Shares
A summary of non-vested restricted share activity as of March 31, 2023 and changes during the three months then ended is as follows:
| | | | | | | | | | | | | | |
| | Shares | | Weighted-Average Grant Date Fair Value |
Outstanding at January 1, 2023 | | 341,670 | | | $ | 42.19 | |
Granted | | — | | | — | |
Vested and issued | | (96,472) | | | 43.01 | |
Expired or forfeited | | (60,542) | | | 43.38 | |
Outstanding at March 31, 2023 | | 184,656 | | | $ | 41.38 | |
The restricted shares generally vest over one to four years. Expense recognized under this plan for the restricted shares was $1.2 million and $2.2 million for the three months ended March 31, 2023 and 2022, respectively. Compensation expense for all share-based compensation awards is included in Underwriting, acquisition and insurance expenses in the accompanying Condensed Consolidated Statements of Income (Loss). As of March 31, 2023, there was $7.2 million of total unrecognized compensation cost related to restricted share compensation arrangements granted by Argo Group.
Performance Shares
We have issued to certain employees non-vested restricted stock awards whose vesting is subject to the achievement of certain performance measures. The non-vested performance share awards vest over three to four years. Non-vested performance share awards are valued based on the fair market value as of the grant date. Vesting of the awards is subject to the achievement of defined performance measures and the number of shares vested may be adjusted based on the achievement of certain targets. We evaluate the likelihood of the employee achieving the performance condition and include this estimate in the determination of the forfeiture factor for these grants.
A summary of non-vested performance share activity as of March 31, 2023 and changes during the three months then ended is as follows:
| | | | | | | | | | | | | | |
| | Shares | | Weighted-Average Grant Date Fair Value |
Outstanding at January 1, 2022 | | 124,974 | | | $ | 46.41 | |
Granted | | — | | | — | |
Vested and issued | | — | | | — | |
Expired or forfeited | | (12,762) | | | 45.62 | |
Outstanding at March 31, 2023 | | 112,212 | | | $ | 46.50 | |
Expense recognized under this plan for the performance shares was $0.3 million for the three months ended March 31, 2023, compared to $0.5 million for the three months ended March 31, 2022. As of March 31, 2023, there was $2.1 million of total unrecognized compensation cost related to performance share compensation arrangements granted by Argo Group.
Stock-settled Share Appreciation Rights
In June 2022, we issued 135,000 stock-settled share appreciation rights (“SSARs”) to our Chief Executive Officer. The SSARs vest on a pro rata basis over a three year period, and have an exercise price of $43.80 per share. We valued the shares using the Black Scholes model, which resulted in a grant date fair value of $8.28 per share. For the three months ended March 31, 2023, we recognized $0.1 million in expense. Unamortized expense at March 31, 2023 was $0.8 million.
12. Underwriting, Acquisition and Insurance Expenses
Underwriting, acquisition and insurance expenses were as follows:
| | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, | | |
(in millions) | | 2023 | | 2022 | | | | |
Commissions | | $ | 57.5 | | | $ | 77.9 | | | | | |
Other underwriting and insurance expenses | | 86.0 | | | 103.2 | | | | | |
Total underwriting, acquisition and insurance expenses before deferral | | 143.5 | | | 181.1 | | | | | |
Net deferral of policy acquisition costs | | (6.5) | | | (8.2) | | | | | |
Total underwriting, acquisition and insurance expenses | | $ | 137.0 | | | $ | 172.9 | | | | | |
13. Income Taxes
We are incorporated under the laws of Bermuda and, under current Bermuda law, are not obligated to pay any taxes in Bermuda based upon income or capital gains. We have received an undertaking from the Supervisor of Insurance in Bermuda pursuant to the provisions of the Exempted Undertakings Tax Protection Amendment Act, 2011, which exempts us from any Bermuda taxes computed on profits, income or any capital asset, gain or appreciation or any tax in the nature of estate, duty or inheritance tax, at least until the year 2035.
Argo Group International Holdings, Ltd. does not consider itself to be engaged in a trade or business in the U.S. or the U.K. and, accordingly, does not expect to be subject to direct U.S. or U.K. income taxation.
We have subsidiaries based in the U.K. that are subject to the tax laws of that country. Under current law, these subsidiaries are taxed at the applicable corporate tax rates. Certain of the U.K. subsidiaries are deemed to be engaged in business in the U.S., and therefore, are subject to U.S. corporate tax in respect of a proportion of their U.S. underwriting business only. Relief is available against the U.K. tax liabilities in respect of overseas taxes paid that arise from the underwriting business. Our U.K. subsidiaries file separate U.K. income tax returns. On February 2, 2023, Argo completed the sale of the entire issued share capital of AUA. Refer to the sale of AUA in Note 1, “Business and Significant Accounting Policies” for additional information.
We have subsidiaries based in the U.S. that are subject to U.S. tax laws. Under current law, these subsidiaries are taxed at the applicable corporate tax rates. Our U.S. subsidiaries file a consolidated U.S. federal income tax return.
We also have operations in Ireland and Italy which also are subject to income taxes imposed by the jurisdiction in which they operate. Additionally, we have operations in Barbados which is not subject to income tax under the laws of those countries.
Our expected income tax provision computed on pre-tax income (loss) at the weighted average tax rate has been calculated as the sum of the pre-tax income (loss) in each jurisdiction multiplied by that jurisdiction’s applicable statutory tax rate. For the three months ended March 31, 2023 and 2022, pre-tax income (loss) attributable to our operations and the corresponding operations’ effective tax rates were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, |
| | 2023 | | 2022 |
(in millions) | | Pre-Tax Income (Loss) | | Effective Tax Rate | | Pre-Tax Income (Loss) | | Effective Tax Rate |
Bermuda | | $ | (15.2) | | | — | % | | $ | (0.2) | | | — | % |
United States | | (7.3) | | | 19.7 | % | | 38.8 | | | 21.9 | % |
United Kingdom | | (20.1) | | | 35.4 | % | | 5.0 | | | 80.8 | % |
| | | | | | | | |
| | | | | | | | |
Barbados | | — | | (1) | — | % | | — | | | — | % |
Brazil | | — | | | — | % | | (0.1) | | | (422.4) | % |
United Arab Emirates | | 0.3 | | | — | % | | 0.6 | | | — | % |
Ireland | | — | | (1) | — | % | | (33.3) | | | — | % |
Italy | | — | | (1) | — | % | | 0.1 | | | 138.1 | % |
Malta | | — | | | — | % | | 1.1 | | | — | % |
| | | | | | | | |
Pre-tax income (loss) | | $ | (42.3) | | | 20.1 | % | | $ | 12.0 | | | 109.7 | % |
(1)Pre-tax income (loss) for the respective year was less than $0.1 million.
Our effective tax rate may vary significantly from period to period depending on the jurisdiction generating the pre-tax income (loss) and its corresponding statutory tax rate. The geographic distribution of pre-tax income (loss) can fluctuate significantly between periods given the inherent nature of our business.
A reconciliation of the difference between the provision for income taxes and the expected tax provision at the weighted average tax rate is as follows:
| | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
(in millions) | | | | | | 2023 | | 2022 |
Income tax provision at expected rate | | | | | | $ | (5.4) | | | $ | 9.4 | |
Tax effect of: | | | | | | | | |
Nontaxable investment income | | | | | | — | | (1) | (0.1) | |
Foreign exchange adjustments | | | | | | (2.6) | | | 0.1 | |
Sale of Brazil and Malta Operations | | | | | | — | | | 1.6 | |
Change in uncertain tax position liability | | | | | | — | | | 0.1 | |
Change in valuation allowance | | | | | | — | | | (1.8) | |
Impact of change in tax rate related to Finance Act 2021 | | | | | | (0.5) | | | 0.5 | |
Prior period adjustment | | | | | | — | | | 2.0 | |
Other | | | | | | — | | | 1.2 | |
Income tax provision (benefit) | | | | | | $ | (8.5) | | | $ | 13.0 | |
(1)Rate impact for the respective year was less than $0.1 million.Our gross deferred tax assets are supported by taxes paid in previous periods, reversal of taxable temporary differences and recognition of future taxable income. Management regularly evaluates the recoverability of the deferred tax assets and makes any necessary adjustments to them based upon any changes in management’s expectations of future taxable income. Realization of deferred tax assets is dependent upon our generation of future taxable income sufficient to recover tax benefits that cannot be recovered from taxes paid in the carryback period, generally for our U.S. property and casualty insurers two years for net operating losses and for all our U.S. subsidiaries three years for capital losses. If a company determines that any of its deferred tax assets will not result in future tax benefits, a valuation allowance must be established for the portion of these assets that are not expected to be realized. For the three months ended March 31, 2023, the net change in valuation allowance for deferred tax assets was $0.0 million. Existing valuation allowances pertain to the following: Internal Revenue Code Section 382 limited net operating loss carryforwards within the United States, cumulative losses incurred since inception, and valuation allowances acquired through or related to acquisitions or disposals. Based upon a review of our available evidence, both positive and negative discussed above, our management concluded that it is more-likely-than-not that the other deferred tax assets will be realized.
For any uncertain tax positions not meeting the “more-likely-than-not” recognition threshold, accounting standards require recognition, measurement and disclosure in a company’s financial statements. For the three months ended March 31, 2023, the Company had no change to uncertain tax positions related to federal or state income tax liability. A net increase of interest in the amount of $0.1 million has been recorded in the line item Interest expense in our Consolidated Statements of Income (Loss) for the three months ended March 31, 2023. No change to penalties were recorded for the three months ended March 31, 2023.
Our U.S. subsidiaries are no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2019. Our U.K. subsidiaries are no longer subject to U.K. income tax examinations by His Majesty’s Revenue and Customs for years before 2014 (in respect of Ariel Corporate Member Limited), and 2020 (in respect of Argo International Holdings Limited). The U.K. subsidiaries filed amended returns which reopened previously closed examination periods.
14. Commitments and Contingencies
Legal Actions
Argo Group’s subsidiaries are parties to legal actions incidental to their business. As of March 31, 2023, management believed that the resolution of these matters would not materially affect our financial condition or results of operations.
Federal Securities Class Action
The Police & Fire Retirement System City of Detroit v. Argo Group International Holdings, Ltd., et al., No. 22-cv-8971 (S.D.N.Y.)
On October 20, 2022, a securities class action lawsuit was filed in the United States District Court for the Southern District of New York against the Company and certain of its current and former officers, alleging securities fraud violations under sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On January 18, 2023, U.S. District Judge Lewis A. Kaplan granted the Police and Fire Retirement System City of Detroit and the Oklahoma Law Enforcement Retirement System’s joint motion for appointment as lead plaintiff. On March 27, 2023, lead plaintiffs filed an Amended Class Action Complaint, which alleges that from June 11, 2018 through August 9, 2022, defendants made false and misleading statements concerning the Company’s reserves and underwriting standards. Defendants anticipate making a motion to dismiss the amended complaint, due on or before May 26, 2023. Lead plaintiffs are expected to serve an opposition to said motion on or before July 13, 2023, after which Defendants anticipate serving a reply on or before August 14, 2023.
The Company is not able at this time to determine or predict the ultimate outcome of this proceeding or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, in this matter.
Transaction-Related Shareholder Litigation
Following the announcement of the proposed transaction with Brookfield Reinsurance Ltd. and BNRE Bermuda Merger Sub Ltd., complaints were filed in the United Stated District Court for the Southern District of New York: Stein v. Argo Group Int’l Holdings. Ltd., et al., 1:23-cv -01947 (S.D.N.Y); O’Dell v. Argo Group Int’l Holdings, Ltd., et al., C.A. No. 1:23-cv-1999 (S.D.N.Y.); Jones v. Argo Group Int’l Holdings. Ltd., et al., 1:23-cv-02606 (S.D.N.Y); Ballard v. Argo Group Int’l Holdings, Ltd., et al., 1:23-cv-02635 (S.D.N.Y); Montgomery v. Argo Group Int’l Holdings, Ltd., et al., 1:23-cv-02749 (S.D.N.Y). The complaints each assert violations of Section 14(a) and Section 20(a) of the Exchange Act and allege that the proxy statement filed in connection with the proposed transaction between the Company and Brookfield Reinsurance Ltd. and BNRE Bermuda Merger Sub Ltd. omitted certain purportedly material information that rendered the proxy statement incomplete and misleading. The complaints sought, among other things, an order to enjoin the transaction unless additional disclosures were issued; and, if the transaction closes, damages. All of the complaints have been voluntarily dismissed.
Contractual Commitments
We have contractual commitments to invest up to $107.3 million related to our limited partnership investments at March 31, 2023, as further disclosed in Note 3, “Investments.” These commitments will be funded as required by the partnership agreements which can be called to be fulfilled at any time, not to exceed twelve years.
15. Segment Information
We are primarily engaged in underwriting property and casualty insurance. We have two ongoing reporting segments: U.S. Operations and International Operations. Additionally, we have Run-off Lines for certain products that we no longer underwrite.
We consider many factors, including the nature of each segment’s insurance and reinsurance products, production sources, distribution strategies and the regulatory environment, in determining how to aggregate reporting segments.
In evaluating the operating performance of our segments, we focus on core underwriting and investing results before the consideration of realized gains or losses from investments. Realized investment gains are reported as a component of the Corporate and Other segment, as decisions regarding the acquisition and disposal of securities reside with the corporate investment function and are not under the control of the individual business segments. Identifiable assets by segment are those assets used in the operation of each segment.
Revenue and income (loss) before income taxes for each segment were as follows: | | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
(in millions) | | | | | | 2023 | | 2022 |
Revenue: | | | | | | | | |
Earned premiums | | | | | | | | |
U.S. Operations | | | | | | $ | 325.6 | | | $ | 336.4 | |
International Operations | | | | | | 64.3 | | | 144.2 | |
| | | | | | | | |
Total earned premiums | | | | | | 389.9 | | | 480.6 | |
Net investment income | | | | | | | | |
U.S. Operations | | | | | | 24.4 | | | 25.6 | |
International Operations | | | | | | 4.6 | | | 11.4 | |
Run-off Lines | | | | | | 0.7 | | | 0.7 | |
| | | | | | | | |
Total net investment income | | | | | | 29.7 | | | 37.7 | |
Net investment and other gains (losses) | | | | | | (17.9) | | | (34.5) | |
Total revenue | | | | | | $ | 401.7 | | | $ | 483.8 | |
| | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
(in millions) | | | | | | 2023 | | 2022 |
Income (loss) before income taxes | | | | | | | | |
U.S. Operations | | | | | | $ | (4.6) | | | $ | 43.9 | |
International Operations | | | | | | 2.4 | | | 22.7 | |
Run-off Lines | | | | | | (0.7) | | | (1.0) | |
Total segment income (loss) before income taxes | | | | | | (2.9) | | | 65.6 | |
Corporate and Other | | | | | | (18.8) | | | (16.2) | |
Net investment and other gains (losses) | | | | | | (17.9) | | | (34.5) | |
Foreign currency exchange gains (losses) | | | | | | (2.7) | | | (2.9) | |
| | | | | | | | |
Total income (loss) before income taxes | | | | | | $ | (42.3) | | | $ | 12.0 | |
The table below presents earned premiums by geographic location for the three months ended March 31, 2023 and 2022. For this disclosure, we determine geographic location by the country of domicile of our subsidiaries that underwrite the business and not by the location of insureds or reinsureds from whom the business was generated.
| | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
(in millions) | | | | | | 2023 | | 2022 |
United States | | | | | | $ | 325.6 | | | $ | 336.4 | |
United Kingdom | | | | | | 48.3 | | | 127.1 | |
Bermuda | | | | | | 13.2 | | | 6.4 | |
Malta | | | | | | — | | | 2.3 | |
All other jurisdictions | | | | | | 2.8 | | | 8.4 | |
Total earned premiums | | | | | | $ | 389.9 | | | $ | 480.6 | |
The following table presents identifiable assets: | | | | | | | | | | | | | | |
(in millions) | | March 31, 2023 | | December 31, 2022 |
U.S. Operations | | $ | 6,024.1 | | | $ | 5,815.0 | |
International Operations | | 1,786.6 | | | 3,791.6 | |
Run-off Lines | | 266.4 | | | 284.4 | |
Corporate and Other | | 127.0 | | | 143.4 | |
Total assets | | $ | 8,204.1 | | | $ | 10,034.4 | |
Included in total assets at March 31, 2023 and December 31, 2022 are $0.0 million and $303.7 million, respectively, in assets associated with trade capital providers.
16. Subsequent Events
Merger
On April 19, 2023, Argo shareholders voted to approve an agreement for Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”) to acquire the Company in an all-cash transaction valued at approximately $1.1 billion (the “Merger”).
On May 2, 2023, the Company received notice that certain of its shareholders, holding shares in the aggregate of approximately 15.68% of the total outstanding voting shares of the Company, applied to the Supreme Court of Bermuda (the “Court”) on April 19, 2023, for an appraisal of the fair value of the shares held by such shareholders in accordance with section 106(6) of the Bermuda Companies Act 1981, as amended (the “Companies Act”). As per the Companies Act, if the Merger closes prior to the Court determination of fair value of the shares, and if the Court determines that the fair value of the shares is greater than the merger consideration, then the surviving corporation in the merger will be required to pay the difference to the dissenting shareholders, plus interest accruing from the date of the payment of the merger consideration and costs (if any) as awarded by the Court. The pending appraisal action before the Court is not a condition to closing of the Merger.
The Merger remains subject to other customary closing conditions, including receipt of required insurance regulatory approvals.