GREENLIGHT CAPITAL RE, LTD. (GLRE)
SIC breadcrumb: Finance, Insurance, And Real Estate > Insurance Carriers > SIC 6331 Fire, Marine & Casualty Insurance
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1385613. Latest filing source: 0001385613-26-000010.
Informational only - descriptive public-record data, not investment advice.
Business
Read GLRE's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read GLRE's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 729,777,000 | USD | 2025 | 2026-03-09 |
| Net income | 74,832,000 | USD | 2025 | 2026-03-09 |
| Assets | 2,169,783,000 | USD | 2025 | 2026-03-09 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-09. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001385613.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 588,366,000 | 645,675,000 | 183,029,000 | 538,153,000 | 484,092,000 | 588,551,000 | 526,683,000 | 667,082,000 | 696,026,000 | 729,777,000 |
| Net income | 44,881,000 | -44,952,000 | -350,054,000 | -3,986,000 | 3,866,000 | 17,578,000 | 25,342,000 | 86,830,000 | 42,816,000 | 74,832,000 |
| Diluted EPS | 1.20 | -1.21 | -9.74 | -0.11 | 0.11 | 0.51 | 0.73 | 2.50 | 1.24 | 2.17 |
| Operating cash flow | -35,787,000 | 94,419,000 | -59,308,000 | 1,631,000 | -91,323,000 | -56,296,000 | -31,799,000 | 7,507,000 | 111,504,000 | 210,212,000 |
| Share buybacks | 0.00 | 2,819,000 | 16,503,000 | 0.00 | 17,781,000 | 10,000,000 | 35,000 | 0.00 | 7,488,000 | 9,825,000 |
| Assets | 2,664,693,000 | 3,357,393,000 | 1,435,445,000 | 1,355,193,000 | 1,357,650,000 | 1,427,494,000 | 1,580,381,000 | 1,735,307,000 | 2,016,223,000 | 2,169,783,000 |
| Liabilities | 1,773,006,000 | 2,505,967,000 | 955,981,000 | 878,010,000 | 892,793,000 | 951,831,000 | 1,077,261,000 | 1,139,212,000 | 1,380,344,000 | 1,461,806,000 |
| Stockholders' equity | 874,242,000 | 831,324,000 | 477,772,000 | 477,183,000 | 464,857,000 | 475,663,000 | 503,120,000 | 596,095,000 | 635,879,000 | 707,977,000 |
| Cash and cash equivalents | 1,242,509,000 | 27,285,000 | 18,215,000 | 25,813,000 | 8,935,000 | 76,307,000 | 38,238,000 | 51,082,000 | 64,685,000 | 111,756,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 7.63% | -6.96% | -0.74% | 0.80% | 2.99% | 4.81% | 13.02% | 6.15% | 10.25% | |
| Return on equity | 5.13% | -5.41% | -73.27% | -0.84% | 0.83% | 3.70% | 5.04% | 14.57% | 6.73% | 10.57% |
| Return on assets | 1.68% | -1.34% | -24.39% | -0.29% | 0.28% | 1.23% | 1.60% | 5.00% | 2.12% | 3.45% |
| Liabilities / equity | 2.03 | 3.01 | 2.00 | 1.84 | 1.92 | 2.00 | 2.14 | 1.91 | 2.17 | 2.06 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001385613-26-000010; filed 2026-03-09. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001385613-26-000010; filed 2026-03-09. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001385613-26-000010; filed 2026-03-09. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001385613-26-000010; filed 2026-03-09. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001385613-26-000010; filed 2026-03-09. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001385613-26-000010; filed 2026-03-09. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001385613-26-000010; filed 2026-03-09. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001385613-26-000010; filed 2026-03-09. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001385613-26-000010; filed 2026-03-09. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001385613.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.37 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | -0.56 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.17 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 189,689,000 | 49,860,000 | 1.32 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 166,922,000 | 13,477,000 | 0.39 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 155,485,000 | 17,606,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 191,313,000 | 27,019,000 | 0.78 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 174,863,000 | 7,978,000 | 0.23 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 188,008,000 | 35,237,000 | 1.01 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 141,842,000 | -27,418,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 213,302,000 | 29,627,000 | 0.86 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 160,106,000 | 329,000 | 0.01 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 146,071,000 | -4,405,000 | -0.13 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 210,298,000 | 49,281,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 189,660,000 | 35,750,000 | 1.05 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001385613-26-000062; filed 2026-05-05. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001385613-26-000062; filed 2026-05-05. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001385613-26-000062; filed 2026-05-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001385613-26-000062.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to “we,” “us,” “our,” “our company,” or “the Company” refer to Greenlight Capital Re, Ltd. (“GLRE”) and its wholly-owned subsidiaries unless the context dictates otherwise.
The following discussion should be read in conjunction with the condensed consolidated financial statements and accompanying noted included in Item 1 of this report and the audited consolidated financial statements and accompanying notes, which appear in our 2025 Form 10-K.
The following is management’s discussion and analysis (“MD&A”) of our results of operations for the three months ended March 31, 2026 and 2025 and the Company’s financial condition at March 31, 2026 and December 31, 2025.
All amounts are reported in U.S. dollars, unless otherwise noted. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted.
Page
| Overview | 26 |
|---|---|
| Business Overview | 26 |
| Outlook and Trends | 26 |
| Key Financial Measures and Non-GAAP Measures | 27 |
| Consolidated Results of Operations | 28 |
| Results by Segment | 29 |
| Open Market Segment | 29 |
| Innovations Segment | 33 |
| Other Corporate | 35 |
| Runoff Underwriting Business | 35 |
| Income from Investment in Solasglas | 35 |
| Financial Condition | 36 |
| Liquidity and Capital Resources | 38 |
| Liquidity | 38 |
| Capital Resources | 39 |
| Contractual Obligations and Commitments | 40 |
| Critical Accounting Estimates | 40 |
| Recent Accounting Pronouncements | 40 |
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Overview
Business Overview
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces.
For the three months ended March 31, 2026 (“Q1 2026”), we had a net income of $35.8 million, compared to $29.6 million over the three months ended March 31, 2025 (“Q1 2025”). The increase was mainly attributable to stronger underwriting performance, partially offset by foreign exchange losses.
The following is a summary of our financial performance for Q1 2026, compared to Q1 2025:
•Gross premiums written was $227.9 million, a decrease of 8.1%;
•Net premiums earned was $154.1 million, a decrease of 8.5%;
•Net underwriting income was $6.2 million, compared to net underwriting loss of $7.8 million;
•Total investment income was $40.4 million, a decrease of 0.2%;
•Diluted EPS was $1.05, compared to $0.86, an increase of 22.1%; and
•Fully diluted book value per share was $21.40, an increase of 4.7% since December 31, 2025.
Fully diluted book value per share is a non-GAAP financial measure. See “Key Financial Measure and Non-GAAP Measures” section of this MD&A.
Outlook and Trends
Reinsurance market conditions
We continue to see increased competition from existing and new reinsurance markets, predominantly in our Open Market segment. This is putting pressure on headline rates across various classes; however, attachment points and other terms & conditions are largely holding firm. Our focus remains on maintaining a diversified portfolio that is resilient to market supply-demand pressures.
General economic conditions
There are many factors contributing to an uncertain global economic outlook, and in particular, the current Middle East conflict. With the recent increase in oil price driven by this conflict, we believe that inflationary trends of recent years could persist. We continue to consider the potential impact of relevant economic factors on our underwriting portfolio.
On the investment side, DME Advisors regularly monitors and re-positions Solasglas’ investment portfolio to manage the impact of inflation on its underlying investments and holds macro positions to benefit from a rising inflationary environment. DME Advisors remains conservatively positioned as it believes the equity markets are very expensive.
During 2025, the U.S. Administration enacted trade policies that were more aggressive than the financial markets expected, causing additional uncertainty and volatility. These policies continue to complicate the near-term outlook for economic growth and inflation. We remain vigilant to economic data and additional policies that may impact our business.
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Key Financial Measures and Non-GAAP Measures
There have been no changes to our key financial measures, including non-GAAP financial measures, as described in the MD&A of our 2025 Form 10-K.
Fully Diluted Book Value Per Share
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
| March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Numerator for basic and fully diluted book value per share: | ||||||||||||||||||
| Total equity as reported under U.S. GAAP | $ | 741,172 | $ | 707,977 | $ | 658,889 | $ | 663,318 | $ | 666,804 | ||||||||
| Denominator for basic and fully diluted book value per share: | ||||||||||||||||||
| Ordinary shares issued and outstanding as reported and denominator for basic book value per share | 33,684,902 | 33,897,709 | 34,099,226 | 34,198,153 | 34,557,449 | |||||||||||||
| Add: In-the-money stock options (1) and all outstanding RSUs | 950,199 | 755,997 | 757,505 | 775,124 | 773,938 | |||||||||||||
| Denominator for fully diluted book value per share | 34,635,101 | 34,653,706 | 34,856,731 | 34,973,277 | 35,331,387 | |||||||||||||
| Basic book value per share | $ | 22.00 | $ | 20.89 | $ | 19.32 | $ | 19.40 | $ | 19.30 | ||||||||
| Increase in basic book value per share | $ | 1.11 | $ | 1.57 | $ | (0.08) | $ | 0.10 | $ | 1.04 | ||||||||
| Increase in basic book value per share | 5.3 | % | 8.1 | % | (0.4) | % | 0.5 | % | 5.7 | % | ||||||||
| Fully diluted book value per share | $ | 21.40 | $ | 20.43 | $ | 18.90 | $ | 18.97 | $ | 18.87 | ||||||||
| Increase in fully diluted book value per share | $ | 0.97 | $ | 1.53 | $ | (0.07) | $ | 0.10 | $ | 0.92 | ||||||||
| Increase in fully diluted book value per share | 4.7 | % | 8.1 | % | (0.4) | % | 0.5 | % | 5.1 | % |
(1) Assuming net exercise by the grantee.
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Consolidated Results of Operations
The table below summarizes our consolidated operating results.
| Three months ended March 31 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Change | ||||||||||||||
| Underwriting results: | ||||||||||||||||
| Gross premiums written | $ | 227,938 | $ | 247,945 | $ | (20,007) | ||||||||||
| Net premiums written | $ | 183,474 | $ | 219,397 | $ | (35,923) | ||||||||||
| Net premiums earned | $ | 154,145 | $ | 168,463 | $ | (14,318) | ||||||||||
| Net loss and LAE incurred: | ||||||||||||||||
| Current year | (93,644) | (118,666) | 25,022 | |||||||||||||
| Prior year (1) | 2,489 | (4,218) | 6,707 | |||||||||||||
| Net loss and LAE incurred | (91,155) | (122,884) | 31,729 | |||||||||||||
| Acquisition costs | (48,962) | (46,866) | (2,096) | |||||||||||||
| Underwriting expenses | (7,805) | (6,358) | (1,447) | |||||||||||||
| Deposit interest expense | (32) | (149) | 117 | |||||||||||||
| Net underwriting income (loss) | 6,191 | (7,794) | 13,985 | |||||||||||||
| Investment results: | ||||||||||||||||
| Income from investment in Solasglas | 33,689 | 32,197 | 1,492 | |||||||||||||
| Net investment income | 6,731 | 8,287 | (1,556) | |||||||||||||
| Total investment income | 40,420 | 40,484 | (64) | |||||||||||||
| Corporate and other expenses | (5,742) | (4,672) | (1,070) | |||||||||||||
| Foreign exchange gains (losses) | (4,905) | 4,355 | (9,260) | |||||||||||||
| Interest expense | (99) | (1,464) | 1,365 | |||||||||||||
| Income tax expense | (115) | (1,282) | 1,167 | |||||||||||||
| Net income | $ | 35,750 | $ | 29,627 | $ | 6,123 | ||||||||||
| Diluted EPS | $ | 1.05 | $ | 0.86 | $ | 0.19 | ||||||||||
| Underwriting ratios: | % Point Change | |||||||||||||||
| Attritional loss ratio | 55.3 | % | 54.4 | % | 0.9 | |||||||||||
| Large event loss ratio | 2.3 | % | — | % | 2.3 | |||||||||||
| CAT event loss ratio | 3.2 | % | 16.0 | % | (12.8) | |||||||||||
| Current year loss ratio | 60.8 | % | 70.4 | % | (9.7) | |||||||||||
| Prior year reserve development ratio | (1.6) | % | 2.5 | % | (4.1) | |||||||||||
| Loss ratio | 59.1 | % | 72.9 | % | (13.8) | |||||||||||
| Acquisition cost ratio | 31.8 | % | 27.8 | % | 4.0 | |||||||||||
| Composite ratio | 90.9 | % | 100.7 | % | (9.8) | |||||||||||
| Underwriting expense ratio | 5.1 | % | 3.9 | % | 1.2 | |||||||||||
| Combined ratio | 96.0 | % | 104.6 | % | (8.6) |
1 The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was a gain of $1.6 million and a loss of $3.5 million for the three months ended March 31, 2026 and 2025, respectively.
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Consolidated Results of Operations for Q1 2026 compared to Q1 2025
Basic book value per share increased by $1.11 per share, or 5.3%, to $22.00 per share from $20.89 per share at December 31, 2025. Fully diluted book value per share increased by $0.97 per share, or 4.7%, to $21.40 per share from $20.43 per share at December 31, 2025.
Net income for Q1 2026 increased by $6.1 million to $35.8 million, driven mainly by the following:
•Underwriting income: Favorable change of $14.0 million, driven by 8.6 percentage points improvement in combined ratio, which was predominantly driven by 13.8 percentage points improvement in the loss ratio, offset partially by an increase in acquisition cost ratio and underwriting expense ratio. The lower loss ratio was due to the lower CAT and large event losses, coupled with an improved prior year reserve development ratio.
•Interest expense: Decreased by $1.4 million driven by the reduction in outstanding debt.
Offset partially by:
•Foreign exchange gains (losses): Unfavorable change of $9.3 million, driven mainly by the weakening of the pound sterling against the U.S. dollar during Q1 2026, compared to the strengthening of the pound against the U.S. dollar during Q1 2025.
Results by Segment
The following is a discussion and analysis for each reporting segment.
Open Market Segment
Results for the Open Market segment were as follows:
[[GREPCENT_TABLE]]
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[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management’s discussion and analysis (“MD&A”) of the financial condition and results of operations for the years ended December 31, 2025, and 2024. Comparisons between 2024 and 2023 have been omitted from this Annual Report, but may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. Accordingly, this information is incorporated by reference.
This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto presented in “Part II, Item 8. Financial Statements and Supplementary Data” of this Annual Report. Unless otherwise noted, tabular dollars are in thousands, except per share amounts. Amounts may not reconcile due to rounding differences.
Page
| Overview | 55 |
|---|---|
| Business Overview | 55 |
| Outlook and Trends | 55 |
| Revenues and Expenses | 55 |
| Key Financial Measures and Non-GAAP Measures | 56 |
| Consolidated Results of Operations | 58 |
| Segment Results | 60 |
| Open Market Segment | 60 |
| Innovations Segment | 63 |
| Other Corporate | 65 |
| Runoff Underwriting Business | 65 |
| Income from Investment in Solasglas | 66 |
| Financial Condition | 66 |
| Liquidity and Capital Resources | 69 |
| Liquidity | 69 |
| Capital Resources | 70 |
| Contractual Obligations and Commitments | 71 |
| Critical Accounting Estimates | 71 |
| Premium Recognition | 71 |
| Loss and LAE Reserves | 73 |
| Investments Valuation | 75 |
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Overview
Business Overview
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces. Refer to “Part 1, Item 1. Business” for additional information.
We earned a net income of $74.8 million for the year ended December 31, 2025, an increase of $32.0 million, or 74.8% compared to the prior year, predominantly due to strong underwriting results and favorable foreign exchange movement in 2025, partially offset by lower net investment income from Innovations and lower yields on restricted cash and cash equivalents.
The following is a summary of our financial performance for the year ended December 31, 2025, compared to the prior year:
•Gross premiums written was $773.3 million, an increase of 10.7%;
•Net premiums earned was $661.1 million, an increase of 6.6%;
•Net underwriting income was $35.7 million, compared to net underwriting loss of $8.2 million;
•Total investment income was $60.2 million, a decrease of 24.4%;
•Foreign exchange gains were $8.5 million, compared to foreign exchange losses of $5.6 million;
•Diluted EPS was $2.17, compared to $1.24, an increase of 75.0%; and
•Fully diluted book value per share was $20.43, an increase of $2.48, or 13.8%.
Outlook and Trends
Reinsurance market conditions
At the January 1, 2026 renewals, we experienced greater opportunities owing to our stronger balance sheet and the upgrade of our A.M. Best Rating to A (Excellent), but we also faced a more competitive market. Rate changes for Open Market business varied significantly by line of business: property and specialty rates experienced downward pressure, whereas casualty rates increased. Attachment points and other terms and conditions mostly held firm.
Although January 1st, is not historically a significant renewal date for our Innovations portfolio, we observed more opportunities with rate holding up well. In the current market conditions, we see increasing opportunities to leverage retrocession coverage, and we will take advantage of these opportunities where they enhance our economics and risk profile.
General economic conditions
There are many factors contributing to an uncertain global economic outlook, and in particular, we believe that inflationary trends of recent years could persist. We continue to consider the potential impact of relevant economic factors on our underwriting portfolio. On the investment side, DME Advisors regularly monitors and re-positions Solasglas’ investment portfolio to manage the impact of inflation on its underlying investments and holds macro positions to benefit from a rising inflationary environment. DME Advisors remains conservatively positioned as it believes the equity markets are very expensive.
We believe trade policies will continue to cause uncertainty and volatility. In February 2026, the U.S. Supreme Court struck down the Administration’s tariffs enacted under the International Emergency Economic Powers Act (IEEPA) of 1977, but the Administration stated it will enact new tariffs under several other legislative acts.
Revenues and Expenses
Revenues
We derive our revenues from two principal sources:
•premiums from reinsurance on property and casualty business assumed (net of any premiums ceded) - see “Critical Accounting Estimates” section of this MD&A; and
•income from investments, including:
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•income (or loss) generated from our investment in Solasglas, net of management fee and performance compensation;
•gains (or losses) from our other investments, including Innovations-related investments; and
•interest income on our cash and cash equivalents, fixed maturities investment portfolio and FAL.
In addition, we may from time to time derive other income from foreign exchange gains (or losses) relating to underwriting balances, net investment income from Lloyd’s syndicates, fees generated from advisory services, and fees relating to overrides, profit commissions, and fees due upon the early termination of contracts.
Expenses
Our expenses consist primarily of the following:
| ● | underwriting losses and LAE; | |
|---|---|---|
| ● | acquisition costs; | |
| ● | underwriting expenses; | |
| ● | corporate and other expenses (also referred as “G&A”); | |
| ● | interest expense on deposit-accounted contracts and debt; | |
| ● | income taxes. |
The extent of our net losses and LAE incurred is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage. Refer to “Critical Accounting Estimates” section of this MD&A.
Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term.
Underwriting expenses consist primarily of compensation costs related to our underwriting activities, in addition to an allocation of corporate overhead costs.
Corporate and other expenses consist primarily of compensation costs related to non-underwriting activities, including Innovations related investments and corporate personnel. Additionally, these also include professional fees (non-claim related), director compensation, travel and entertainment, information technology, rent, and other general operating costs, net of an allocation to underwriting expenses.
Deposit interest expense relates to the accretion costs for deposit-accounted contracts that did not meet the risk transfer condition for reinsurance accounting under U.S. GAAP.
Interest expense consists of interest paid and accrued on our debt and the amortization of the related deferred financing costs.
Key Financial Measures and Non-GAAP Measures
Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
We use the following non-GAAP financial measure in this Annual Report.
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Fully Diluted Book Value Per Share
Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our incentive compensation plan.
We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S. GAAP measure, which in our view is the basic book value per share.
We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements.
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options and all outstanding restricted stock units, or “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
| At December 31, | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Numerator for basic and fully diluted book value per share: | |||||||
| Total equity as reported under U.S. GAAP | $ | 707,977 | $ | 635,879 | |||
| Denominator for basic and fully diluted book value per share: | |||||||
| Ordinary shares issued and outstanding as reported and denominator for basic book value per share | 33,897,709 | 34,831,324 | |||||
| Add: In-the-money stock options (1) and all outstanding RSUs | 755,997 | 590,001 | |||||
| Denominator for fully diluted book value per share | 34,653,706 | 35,421,325 | |||||
| Basic book value per share | $ | 20.89 | $ | 18.26 | |||
| Increase in basic book value per share | $ | 2.63 | $ | 1.39 | |||
| Increase in basic book value per share | 14.4 | % | 8.2 | % | |||
| Fully diluted book value per share | $ | 20.43 | $ | 17.95 | |||
| Increase in fully diluted book value per share | $ | 2.48 | $ | 1.21 | |||
| Increase in fully diluted book value per share | 13.8 | % | 7.2 | % |
(1) Assuming net exercise by the grantee.
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Consolidated Results of Operations
The table below summarizes our consolidated operating results.
| 2025 | 2024 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Underwriting results: | |||||||||||
| Gross premiums written | $ | 773,261 | $ | 698,335 | $ | 74,926 | |||||
| Net premiums written | $ | 691,409 | $ | 621,265 | $ | 70,144 | |||||
| Net premiums earned | $ | 661,144 | $ | 619,954 | $ | 41,190 | |||||
| Net loss and LAE incurred: | |||||||||||
| Current year | (399,200) | (406,465) | 7,265 | ||||||||
| Prior year (1) | (12,392) | (20,804) | 8,412 | ||||||||
| Net loss and LAE incurred | (411,592) | (427,269) | 15,677 | ||||||||
| Acquisition costs | (184,853) | (176,775) | (8,078) | ||||||||
| Underwriting expenses | (28,627) | (22,857) | (5,770) | ||||||||
| Deposit interest expense | (421) | (1,228) | 807 | ||||||||
| Net underwriting income (loss) | 35,651 | (8,175) | 43,826 | ||||||||
| Investment results: | |||||||||||
| Income from investment in Solasglas | 35,711 | 33,605 | 2,106 | ||||||||
| Net investment income | 24,457 | 45,954 | (21,497) | ||||||||
| Total investment income | 60,168 | 79,559 | (19,391) | ||||||||
| Corporate and other expenses | (21,607) | (16,377) | (5,230) | ||||||||
| Foreign exchange gains (losses) | 8,465 | (5,606) | 14,071 | ||||||||
| Interest expense | (4,366) | (5,836) | 1,470 | ||||||||
| Income tax expense | (3,479) | (749) | (2,730) | ||||||||
| Net income | $ | 74,832 | $ | 42,816 | $ | 32,016 | |||||
| Diluted earnings per share | $ | 2.17 | $ | 1.24 | $ | 0.93 | |||||
| Underwriting ratios: | % Point Change | ||||||||||
| Attritional loss ratio | 53.4 | % | 56.3 | % | (2.9) | ||||||
| Large event loss ratio | 3.0 | % | 1.8 | % | 1.2 | ||||||
| CAT event loss ratio | 4.0 | % | 7.5 | % | (3.5) | ||||||
| Current year loss ratio | 60.4 | % | 65.6 | % | (5.2) | ||||||
| Prior year reserve development ratio | 1.9 | % | 3.4 | % | (1.5) | ||||||
| Loss ratio | 62.3 | % | 69.0 | % | (6.7) | ||||||
| Acquisition cost ratio | 28.0 | % | 28.5 | % | (0.5) | ||||||
| Composite ratio | 90.2 | % | 97.5 | % | (7.2) | ||||||
| Underwriting expense ratio | 4.4 | % | 3.9 | % | 0.5 | ||||||
| Combined ratio | 94.6 | % | 101.4 | % | (6.8) |
1 The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was a loss of $11.4 million in 2025 (2024: $21.8 million).
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Consolidated Results of Operations for 2025 compared to 2024
Basic book value per share increased by $2.63 per share, or 14.4%, to $20.89 per share from $18.26 per share at December 31, 2024. Fully diluted book value per share increased by $2.48 per share, or 13.8%, to $20.43 per share from $17.95 per share at December 31, 2024.
For the year ended December 31, 2025, net income increased by $32.0 million to $74.8 million, driven mainly by the following:
•Underwriting income: Increased by $43.8 million due to 6.8 percentage points improvement in our combined ratio, driven predominantly by improved current year loss ratio and lower adverse prior year reserve development ratio. The lower attritional loss and CAT event loss ratios contributed to the lower current year loss ratio; partially offset by an increase in large event loss ratio. Refer to the “Results by Segment” section of the MD&A for further discussion and analysis.
•Solasglas investment: Solasglas returned 7.5% in 2025, compared to 9.8% in 2024. However, income from our Solasglas investment was $2.1 million higher in 2025 versus 2024, due to the growth in the Investment Portfolio.
•Foreign exchange gains (losses): $8.5 million foreign exchange gains for 2025, compared to $5.6 million foreign exchange losses for 2024, driven mainly by a stronger pound sterling movement against the U.S. dollar in 2025.
•Interest expense: Decreased by $1.5 million predominantly driven by a decrease in the average outstanding debt balance in 2025 as a result of debt repayment due strong cash flows generated from operations.
Offset partially by:
•Investment income: Decreased by $19.4 million primarily driven by lower investment income on cash and cash equivalents mainly due to lower yields, losses on Innovations investments, and lower returns on funds withheld by third party Lloyd’s syndicates. The Lloyd’s syndicates invest a portion of these funds in fixed maturity securities, equities, and investment funds. We record our share of the investment income and fair value adjustments on these securities when the syndicates report them to us, generally on a quarter in arrears. See Note 14 “Net Investment Income” of the consolidated financial financial statements for further details.
•Corporate and other expenses: Increased by $5.2 million predominantly driven by an increase in non-underwriting personnel costs, including higher incentive compensation expense as a result of strong underwriting results in 2025.
•Income tax expense: Increased by $2.7 million due to increased taxable income from our operations in Ireland and U.K.
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Segment Results
We have two operating segments: Open Market and Innovations. The following is a discussion and analysis for each reporting segment for the years ended December 31, 2025 and 2024.
Open Market Segment
Results for the Open Market segment were as follows:
| Year ended December 31 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | |||||||||||||||
| Gross premiums written | $ | 652,229 | $ | 603,798 | 8 | % | |||||||||||
| Net premiums written | $ | 601,690 | $ | 541,446 | 11 | % | |||||||||||
| Net premiums earned | $ | 576,032 | $ | 511,922 | 13 | % | |||||||||||
| Net loss and LAE incurred | (358,396) | (341,586) | |||||||||||||||
| Acquisition costs | (158,465) | (144,852) | |||||||||||||||
| Other underwriting expenses | (21,114) | (19,175) | |||||||||||||||
| Deposit interest expense, net | (421) | (1,228) | |||||||||||||||
| Underwriting income | 37,636 | 5,081 | |||||||||||||||
| Net investment income | 32,036 | 42,629 | (25) | % | |||||||||||||
| Income before income taxes | $ | 69,672 | $ | 47,710 | |||||||||||||
| Underwriting ratios: | 2025 | 2024 | % Point Change | ||||||||||||||
| Loss ratio | 62.2 | % | 66.7 | % | (4.5) | ||||||||||||
| Acquisition cost ratio | 27.5 | % | 28.3 | % | (0.8) | ||||||||||||
| Composite ratio | 89.7 | % | 95.0 | % | (5.3) | ||||||||||||
| Underwriting expenses ratio | 3.7 | % | 4.0 | % | (0.3) | ||||||||||||
| Combined ratio | 93.4 | % | 99.0 | % | (5.6) |
Gross Premiums Written
Gross premiums written by line of business were as follows:
| Year ended December 31 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||||||||||||||||||||||
| Casualty | $ | 66,210 | 10 | % | $ | 92,471 | 15 | % | $ | (26,261) | ||||||||||||||||
| Financial | 77,461 | 12 | % | 63,679 | 11 | % | 13,782 | |||||||||||||||||||
| Health | 230 | — | % | 217 | — | % | 13 | |||||||||||||||||||
| Multiline | 252,265 | 39 | % | 181,140 | 30 | % | 71,125 | |||||||||||||||||||
| Property | 82,537 | 13 | % | 87,922 | 15 | % | (5,385) | |||||||||||||||||||
| Specialty | 173,526 | 27 | % | 178,369 | 30 | % | (4,843) | |||||||||||||||||||
| Total | $ | 652,229 | 100 | % | $ | 603,798 | 100 | % | $ | 48,431 |
Gross premiums written within our Open Market segment in 2025 increased by $48.4 million or 8%, compared to 2024. The increase was predominantly attributable to the following lines of business:
•Multiline:The $71.1 million, or 39%, increase was driven mostly by growth in our FAL business bound in 2025, coupled with growth from new construction and engineering business bound in 2025. This was partially offset by non-renewal of commercial auto business.
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•Financial: The $13.8 million, or 22%, increase was mainly due to the reporting of additional premiums from previous treaty years in our mortgage business, coupled with rate and exposure growth in our transactional liability business and new surety business bound in 2025.
The above was partially offset by the decrease in our casualty, property and specialty lines of business. The significant decrease in casualty business is predominantly a result of our decision to reduce our casualty exposure through non-renewal of certain general liability and workers’ compensation programs.
Net Premiums Written
Ceded premiums written in 2025 was $50.5 million, resulting in net premiums written of $601.7 million, compared to $62.4 million and $541.4 million, respectively, in 2024. The decrease in ceded premiums written of 19% was driven by reduced quota share retrocessional activity within our property business due to lower inward premiums. Additionally in 2024, we reinstated certain retrocession excess of loss treaties in which the full coverage was deemed exhausted due to the Baltimore Bridge loss. This was partially offset mainly by additional excess of loss retrocessional coverage within our specialty business in 2025 to manage our overall exposure to aviation, marine and energy risks.
Net Premiums Earned
For our Open Market segment, net premiums earned by line of business were as follows:
| Year ended December 31 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||||||||||||||||||||||
| Casualty | $ | 87,279 | 15 | % | $ | 89,213 | 15 | % | $ | (1,934) | ||||||||||||||||
| Financial | 63,470 | 11 | % | 56,903 | 9 | % | 6,567 | |||||||||||||||||||
| Health | 221 | — | % | 217 | — | % | 4 | |||||||||||||||||||
| Multiline | 216,673 | 38 | % | 191,849 | 32 | % | 24,824 | |||||||||||||||||||
| Property | 61,065 | 11 | % | 49,262 | 8 | % | 11,803 | |||||||||||||||||||
| Specialty | 147,324 | 26 | % | 124,478 | 21 | % | 22,846 | |||||||||||||||||||
| Total | $ | 576,032 | 100 | % | $ | 511,922 | 100 | % | $ | 64,110 |
Net premiums earned in 2025 increased by $64.1 million, or 13%, compared to 2024. The change is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts. Additionally, within the financial line and certain specialty line classes, the gross premiums written for some treaties are earned over multiple years, corresponding with the anticipated risk coverage period. Similarly, the impact of scaling back our casualty business was partially reflected during 2025, and will mostly impact our casualty earned premiums in 2026.
Loss ratio
The components of the loss ratio for our Open Market segment were as follows:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Point Change | ||||||||||||
| Current year: | ||||||||||||||
| Attritional loss ratio | 52.8 | % | 56.8 | % | (4.0) | |||||||||
| Large event loss ratio | 3.1 | % | 2.2 | % | 0.9 | |||||||||
| CAT event loss ratio | 4.6 | % | 4.8 | % | (0.2) | |||||||||
| Current year loss ratio | 60.5 | % | 63.8 | % | (3.3) | |||||||||
| Prior year reserve development ratio | 1.8 | % | 2.9 | % | (1.1) | |||||||||
| Loss ratio | 62.2 | % | 66.7 | % | (4.4) |
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Current Year Loss Ratio
The current year loss ratio in 2025 decreased by 3.3 percentage points to 60.5%, compared to 2024, predominantly due to improved attritional loss ratio, offset partially by a higher volume of large event losses. The CAT losses during 2025 primarily related to the California wildfire losses.
Prior Year Reserve Development Ratio
The Open Market segment’s prior year reserve development ratio improved by 1.1 percentage points in 2025 compared to 2024. Refer to Note 8 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.
Acquisition cost ratio
The acquisition cost ratio decreased by 0.8 percentage points in 2025 compared to 2024, due to the change in business mix, coupled with improved acquisition cost ratios for our multiline and financial lines of business. This was partially offset by an increase in acquisition cost ratio for our specialty line, mainly due to growth in quota share reinsurance treaties at higher acquisition cost ratio than for excess of loss treaties.
The key drivers for the improved acquisition cost ratio relating to the financial and multiline business were:
•Financial: Driven by our transactional liability business due to lower profit commission costs as a result of adverse loss reserve development in 2025. Additionally, the acquisition cost ratio for the mortgage business was higher in 2024 due to an increase in profit commission costs on prior years’ treaties.
•Multiline: Driven predominantly from lower acquisition cost ratio for our FAL business, in part due to higher net premiums earned base to absorb fixed brokerage and commissions for new Syndicate 3456 programs.
Underwriting expense ratio
The underwriting expense ratio decreased marginally by 0.3 percentage points to 3.7% in 2025 compared to 2024, mainly due to net premiums earned growing more than our underwriting expenses which included higher incentive compensation due to stronger underwriting performance in 2025. A lower deposit interest expense also contributed to the lower expense ratio for 2025.
Net investment income
Net investment income decreased by 25% to $32.0 million in 2025 compared to 2024, predominantly driven by lower yields on collateralized cash balances and lower returns on funds withheld by third party Lloyd’s syndicates.
Income before income taxes
Income before income taxes for the Open Market segment was $69.7 million for 2025, compared to $47.7 million in 2024, driven predominantly by strong underwriting profits; partially offset by lower net investment income.
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Innovations Segment
Results for the Innovations segment were as follows:
| Year ended December 31 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | |||||||||||||||
| Gross premiums written | $ | 121,598 | $ | 94,725 | 28 | % | |||||||||||
| Net premiums written | $ | 90,233 | $ | 80,016 | 13 | % | |||||||||||
| Net premiums earned | $ | 85,626 | $ | 86,352 | (1) | % | |||||||||||
| Net loss and LAE incurred | (51,472) | (51,939) | |||||||||||||||
| Acquisition costs | (26,818) | (27,151) | |||||||||||||||
| Other underwriting expenses | (7,513) | (3,682) | |||||||||||||||
| Underwriting income (loss) | (177) | 3,580 | |||||||||||||||
| Net investment income | (10,064) | 702 | |||||||||||||||
| Corporate and other expenses | (2,703) | (2,445) | 11 | % | |||||||||||||
| Income (loss) before income taxes | $ | (12,944) | $ | 1,837 | |||||||||||||
| Underwriting ratios: | 2025 | 2024 | % Point Change | ||||||||||||||
| Loss ratio | 60.1 | % | 60.1 | % | — | ||||||||||||
| Acquisition cost ratio | 31.3 | % | 31.4 | % | (0.1) | ||||||||||||
| Composite ratio | 91.4 | % | 91.5 | % | (0.1) | ||||||||||||
| Underwriting expenses ratio | 8.8 | % | 4.3 | % | 4.5 | ||||||||||||
| Combined ratio | 100.2 | % | 95.8 | % | 4.4 |
Gross Premiums Written
Gross premiums written by line of business within our Innovations segment were as follows:
| Year ended December 31 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||||||||||||||||||||||
| Casualty | $ | 31,378 | 26 | % | $ | 24,843 | 26 | % | $ | 6,535 | ||||||||||||||||
| Financial | 9,781 | 8 | % | 7,800 | 8 | % | 1,981 | |||||||||||||||||||
| Health | 9,087 | 7 | % | 4,631 | 5 | % | 4,456 | |||||||||||||||||||
| Multiline | 58,733 | 48 | % | 47,311 | 50 | % | 11,422 | |||||||||||||||||||
| Specialty | 12,619 | 10 | % | 10,140 | 11 | % | 2,479 | |||||||||||||||||||
| Total | $ | 121,598 | 100 | % | $ | 94,725 | 100 | % | $ | 26,873 |
Gross premiums written in 2025 increased by $26.9 million, or 28%, compared to 2024. All lines of business contributed to the premium growth, particularly our multiline business due to organic premium growth and new business from Syndicate 3456.
Net Premiums Written
For the Innovations segment, ceded premiums written in 2025 was $31.4 million, resulting in net premiums written of $90.2 million, compared to $14.7 million and $80.0 million, respectively, in 2024. The increase in ceded premiums written was predominantly driven by the new whole-account retrocession program in which we have ceded 28% of Innovations-related programs incepting Q4 2024 onwards.
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Net Premiums Earned
Net premiums earned by line of business within the Innovations segment were as follows:
| Year ended December 31 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | ||||||||||||||||||||||
| Casualty | 24,615 | 29 | % | 18,705 | 22 | % | $ | 5,910 | ||||||||||||||||
| Financial | 9,428 | 11 | % | 5,499 | 6 | % | 3,929 | |||||||||||||||||
| Health | 3,456 | 4 | % | 2,144 | 2 | % | 1,312 | |||||||||||||||||
| Multiline | 45,053 | 53 | % | 51,669 | 60 | % | (6,616) | |||||||||||||||||
| Specialty | 3,074 | 4 | % | 8,335 | 10 | % | (5,261) | |||||||||||||||||
| Total | 85,626 | 100 | % | 86,352 | 100 | % | $ | (726) |
Despite the significant growth in net premiums written in 2025, the net premiums earned was relatively consistent with 2024. This is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts. Additionally, as previously noted, the whole-account retrocession program for Innovations incepted from the fourth quarter of 2024; whereas this retro program was in place for the full year in 2025. The ceded premium on the whole-account retro program is included in the multiline business in the above table.
Loss ratio
The components of the loss ratio within the Innovations segment were as follows:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Point Change | ||||||||||||
| Current year: | ||||||||||||||
| Attritional loss ratio | 57.5 | % | 60.5 | % | (3.0) | |||||||||
| Large event loss ratio | 2.5 | % | — | % | 2.5 | |||||||||
| CAT event loss ratio | — | % | — | % | — | |||||||||
| Current year loss ratio | 59.9 | % | 60.5 | % | (0.5) | |||||||||
| Prior year reserve development ratio | 0.2 | % | (0.3) | % | 0.5 | |||||||||
| Loss ratio | 60.1 | % | 60.1 | % | — |
Current Year Loss Ratio
The current year loss ratio in 2025 decreased by 0.5 percentage points, compared to 2024 driven mainly by improved attritional loss ratio for all lines of business, offset partially by a large event loss relating to financial line of business.
The Innovations segment was not impacted by any CAT events for the years presented in the above table.
Prior Year Reserve Development Ratio
The change in prior year reserve development was unfavorable by 0.5 ratio points. Refer to Note 8 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.
Acquisition cost ratio
While the acquisition cost ratio for the Innovations segment remained relatively consistent with 2024, there was variability within the lines of the business. The increase in acquisition cost ratio, mostly from our financial line, was offset predominantly by the decrease in the specialty business.
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The increase in acquisition costs in the financial line was driven mainly by premium growth from one program at higher acquisition cost; whereas the decrease in acquisition costs in the specialty business was driven mainly by non-renewal of certain quota share reinsurance business that had higher acquisition costs.
Underwriting expense ratio
The underwriting expense ratio increased by 4.5 percentage points to 8.8% in 2025 compared to 2024, as we invested in additional underwriters and infrastructure to drive the Innovations business growth. The increase in personnel costs also included higher incentive compensation driven by the overall company’s underwriting performance in 2025.
Net investment income (loss)
The Innovations segment reported a net investment loss of $10.1 million in 2025, compared to net investment income of $0.7 million in 2024. The investment performance in 2025 was predominantly driven by our Innovations private equity portfolio, primarily due to:
•$22.3 million reversal of previously recognized unrealized gains (impairment charges) on two of our private equity holdings based on new financing rounds at a reduced enterprise value, coupled with fully impaired holdings due to financial distress and a partial debt impairment.
For impairment charges based on reduced enterprise value, we calculated the fair value using valuation models incorporating significant unobservable inputs. These include discounted cash flow analyses and option pricing models. The key inputs and assumptions used in these models include, but are not limited to, projected cash flows provided by the investee’s management, discount rates, growth rates, volatility assumptions, and current market multiples.
Partially offsetting the above impairment charges, we had the following unrealized and realized gains in 2025:
•$8.0 million of unrealized gains from six holdings as a result of latest closed financing rounds by the respective investees, for which the fair value was based on observable price changes in orderly transactions; and
•$2.1 million of realized gain on partial sales relating to two holdings.
We also earned $1.7 million of interest income on cash collateral in 2025, compared to $1.7 million in 2024. While the yield declined in 2025, the average outstanding cash collateral was higher in 2025 compared to 2024.
Income before income taxes
The loss before income taxes for the Innovations segment was $12.9 million in 2025 compared to income before income taxes of $1.8 million in 2024. The performance in 2025 was predominantly driven by net investment loss and, to a lesser extent, an increase in underwriting expenses.
Other Corporate
Runoff Underwriting Business
In late 2023, we made the decision to not renew a property business due to significant CAT losses relating to unprecedented severe convective storms in the U.S. On the quota share reinsurance treaty bound in 2023, we continued to earn premiums in 2024 and incurred additional CAT losses from severe convective storms that occurred in 2024. For the years ended December 31, 2025, and 2024, we incurred an underwriting loss of $1.8 million, and $16.8 million respectively, including prior year adverse development of $2.0 million and $6.2 million, respectively. This was partially offset by investment income of $1.0 million and $1.4 million, respectively, relating to this runoff business.
We have reported the results of the above property runoff business as part of Corporate in Note 18 Segment Reporting in the consolidated financial statements.
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Income from Investment in Solasglas
Our share of Solasglas’ net income increased by $2.1 million to $35.7 million in 2025, compared to 2024. This increase was driven by a higher investment portfolio balance during 2025, offset partially by a lower net investment return. For the year ended December 31, 2025, Solasglas reported a net investment return of 7.5%, compared to 9.8% for 2024.
The following table provides a breakdown of the gross and net investment return for Solasglas:
| 2025 | 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Long portfolio gains | 2.8 | % | 10.3 | % | |||||
| Short portfolio losses | (8.1) | % | (2.3) | % | |||||
| Macro gains | 14.9 | % | 4.4 | % | |||||
| Other income and expenses(1) | (1.2) | % | (1.6) | % | |||||
| Gross investment return | 8.4 | % | 10.8 | % | |||||
| Net investment return(1) | 7.5 | % | 9.8 | % |
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 16 “Related Party Transactions” of the consolidated financial statements.
For the year ended December 31, 2025, the significant contributors to Solasglas’ investment return were long positions in gold, Brighthouse Financial Inc. (BHF) and Teva Pharmaceutical Industries (TEVA). The largest detractors were a long position in Lanxess AG (LXS GY) and two single-name short positions.
For the year ended December 31, 2024, the significant contributors to Solasglas’ investment return were long positions in gold, Kyndryl Holdings (KD) and Green Brick Partners (GRBK). The largest detractors were three single-name short positions.
Each month, we post on our website (www.greenlightre.com) the returns from our investment in Solasglas.
Financial Condition
Investments
The following table provides a breakdown of our total investments:
| At December 31, | 2025 | 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment in Solasglas | $ | 504,555 | 79.7 | % | $ | 387,144 | 84.1 | % | ||||
| Fixed maturities | 65,609 | 10.4 | % | — | — | % | ||||||
| Other investments | 62,911 | 9.9 | % | 73,160 | 15.9 | % | ||||||
| Total investments | $ | 633,075 | 100.0 | % | $ | 460,304 | 100.0 | % |
At December 31, 2025, our total investments increased by $172.8 million, or 37.5%, to $633.1 million from December 31, 2024..
Investment in Solasglas
Our investment in Solasglas increased by $117.4 million to $504.6 million at December 31, 2025. This was predominantly driven by $81.7 million of net contributions into Solasglas, coupled with the 7.5% net investment return in 2025. The contributions were funded partially from cash flows from operations and from the partial release of restricted cash and FAL.
DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price. The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price.
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The following table represents the composition of Solasglas’ investments as a percentage of the investment portfolio:
| At December 31, | 2025 | 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Long % | Short % | Long % | Short % | |||||||||
| Equities and related derivatives | 91.0 | (53.3) | 73.9 | (43.3) | ||||||||
| Private and unlisted equity securities | 1.9 | — | 2.1 | — | ||||||||
| Debt instruments | 0.1 | — | 0.1 | — | ||||||||
| Total | 93.0 | % | (53.3) | % | 76.1 | % | (43.3) | % |
The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions. Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At December 31, 2025, Solasglas’ exposure to gold on a delta-adjusted basis was 11.9% (2024: 10.1%).
At December 31, 2025, 94.7% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 4.1% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and no instruments were valued based on non-observable inputs (Level 3). At December 31, 2025, 1.2% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
Fixed Maturities
In late 2025, we began investing funds held in certain regulatory trusts for U.S. cedents in a managed fixed maturity portfolio as well as cash held by Syndicate 3456 in a Lloyd’s approved liquidity fund to generate higher yields on these assets.
The following table provides the credit quality distribution of our fixed maturity portfolio at December 31, 2025.
| Credit Rating | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value | AAA | AA- to AA+ | A to A+ | Not Subject to Credit Rating | ||||||||||||||||||
| Fixed Maturities: | ||||||||||||||||||||||
| U.S. government and agencies | $ | 17,979 | $ | — | $ | 17,979 | $ | — | $ | — | ||||||||||||
| Agency RMBS | 18,258 | — | 18,258 | — | — | |||||||||||||||||
| Corporate bonds | 9,769 | 2,638 | 7,131 | — | ||||||||||||||||||
| ABS | 5,565 | 5,565 | — | — | — | |||||||||||||||||
| Non-agency RMBS | 600 | 600 | ||||||||||||||||||||
| Municipal bonds | 857 | — | 857 | — | — | |||||||||||||||||
| Total fixed maturity portfolio | 53,028 | 6,165 | 39,732 | 7,131 | — | |||||||||||||||||
| Liquidity fund | 12,581 | — | — | — | 12,581 | |||||||||||||||||
| Total fixed maturity investments | $ | 65,609 | $ | 6,165 | $ | 39,732 | $ | 7,131 | $ | 12,581 |
Our methodology for assigning credit ratings to fixed maturity securities utilizes a rules-based methodology, typically employing the middle rating of Standard & Poor’s (“S&P”), Moody’s, and Fitch ratings. When ratings from only two of these three agencies are available, the lower rating is used. When only one agency rates a security, that rating is used.
At December 31, 2025, the fixed maturity portfolio had a weighted average credit rating of AA+, a book yield of 3.8%, and an average duration of 1.3 years. See Notes 4 “Fixed Maturities” and Note 7 “Fair Value Measurements” for further details.
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Other Investments
The other investment holdings relate to private investments made by Innovations. At December 31, 2025, other investments decreased by $10.2 million to $62.9 million, from $73.2 million at December 31, 2024. The decrease was driven mainly by net investment losses, coupled with the partial sale of two holdings during 2025. This was partially offset by $4.1 million of new investments in 2025.
While we manage a diversified Innovations-related investment portfolio, our top five holdings accounted for 53% (2024: 70%) of the total carrying value. For further information, see Note 5 “Other Investments” of the consolidated financial statements.
Restricted cash and cash equivalents
We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash decreased by $52.4 million, or 9.0%, to $532.0 million since December 31, 2024, primarily due to transferring funds held in certain regulatory trusts for U.S. cedents into a managed fixed maturity portfolio.
Reinsurance balances receivable
Our reinsurance balances receivable decreased by $40.1 million, or 5.7%, to $664.4 million since December 31, 2024. This decrease was driven primarily by $25.8 million net reduction in funds held by cedents and $69.1 million net release of FAL; partially offset by $58.0 million increase in premiums held by Lloyd’s syndicates. The net release of FAL was as a result of substituting it with a £45 million LC in favor of Lloyd’s (see 10 “Debt and Credit Facilities”).
Loss and LAE Reserves; Loss and LAE Recoverable
Our total gross loss and LAE reserves increased by $107.0 million, or 12.4%, to $968.0 million since December 31, 2024. See Note 8 “Loss and Loss Adjustment Expense Reserves” of the consolidated financial statements for a summary of changes in outstanding loss and LAE reserves, current year CAT losses, prior period reserve development, and analysis of our incurred and paid claims development and claims duration for each of our reporting segments. In addition, refer to “Critical Accounting Estimates - Loss and LAE Reserves” within this MD&A for information on the reserving techniques, assumptions and processes we follow to estimate our loss and LAE reserves.
Our total loss and LAE recoverable decreased by $4.4 million, or 5.1%, to $81.4 million since December 31, 2024, mainly due to updated estimate for loss recoveries from prior years. Virtually all the outstanding balance is based on estimated recoveries not yet due. See Note 9 “Retrocession” of the consolidated financial statements for a description of the credit risk associated with our retrocessionaires.
Catastrophe Loss Exposure
Most of our contracts have defined limits of liability that cap our risk exposure. Once these limits are reached, we are not liable for further losses. However, some contracts, especially quota share contracts covering first-dollar exposure, lack aggregate limits.
Our property and Lloyd’s business, and to a lesser extent our casualty and other business, in the Open Market segment include contracts with natural peril loss exposure. We monitor our catastrophe loss exposure using PML (net of retrocession and reinstatement premiums), which can vary based on simulated losses and our in-force business composition.
We track natural peril PMLs globally, focusing on peak peril regions and subdividing large geographic areas into individual peril zones. For natural catastrophe PMLs, we use catastrophe models at the 1-in-250-year return period, indicating a 0.4% probability of exceeding the estimated losses in any given year.
PMLs are best estimates based on available modeled data, and actual events may differ significantly from these models. Our PML estimates cover all significant exposures from our reinsurance operations, including property, marine and energy, motor, and catastrophe workers’ compensation.
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At January 1, 2026, our estimated largest PML at a 1-in-250-year return period for a single event and in aggregate was $138.8 million and $151.2 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $116.3 million and $129.1 million, respectively, at January 1, 2025. Our PMLs increased as we grew our clients and accessed new business that met our profitability requirements.
The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period.
| January 1, 2026 | ||||||
|---|---|---|---|---|---|---|
| Net 1-in-250 Year Return Period | ||||||
| Peril | Single Event Loss | Aggregate Loss | ||||
| North Atlantic Hurricane | $ | 138,805 | $ | 151,247 | ||
| Florida Hurricane | 97,857 | 101,080 | ||||
| Southeast Hurricane (excluding Florida) | 114,122 | 117,190 | ||||
| Gulf of Mexico Hurricane | 70,841 | 71,377 | ||||
| Northeast Hurricane | 86,217 | 89,067 | ||||
| North America Earthquake | ||||||
| California Earthquake | 112,384 | 113,921 | ||||
| Pacific Northwest Earthquake | 34,856 | 34,866 | ||||
| New Madrid Earthquake | 17,924 | 17,924 | ||||
| Japan Earthquake | 34,681 | 35,294 | ||||
| Japan Windstorm | 19,612 | 20,386 | ||||
| Europe Windstorm | 71,630 | 75,716 |
Liquidity and Capital Resources
Liquidity
Liquidity is a measure of a company’s ability to generate sufficient cash flows to meet the short-term and long-term cash requirements of its business operations. We manage liquidity at the holding company and operating subsidiary level.
Holding Company
Greenlight Capital Re is a holding company with no operations of its own and its assets consist primarily of investments in its subsidiaries. Accordingly, Greenlight Capital Re’s future cash flows depend on the availability of dividends or other statutorily permissible distributions, such as returns of capital, from its subsidiaries. The ability to pay dividends and/or distributions is limited by:
•the applicable laws and regulations of the countries in which Greenlight Capital Re’s subsidiaries operate (see Note 19 “Statutory Requirements” to the consolidated financial statements);
•the need to maintain adequate capital levels to support our reinsurance operations; and
•the need to preserve our current “A (Excellent)” rating by A.M. Best.
As a holding company, Greenlight Capital Re has minimal continuing cash needs, most of which are related to the payment of corporate and general administrative expenses and interest expenses. Our current policy is to retain earnings to support the growth of our business. We currently do not expect to pay dividends on our ordinary shares.
We anticipate positive cash flows from operations (underwriting activities and investment income) to be sufficient to cover cash outflows under most loss scenarios in the near term. Based on expected cash flows from operations, financing arrangements and redemptions from related party investment fund as needed (subject to three day’s notice to the general partner), we believe we have sufficient liquidity to cover our working capital requirements and other contractual obligations and commitments through the foreseeable future.
Operating Subsidiaries
Our sources of funds from operating subsidiaries consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income. We use cash from our operations to pay losses and loss
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adjustment expenses, profit commissions, interest, and G&A expenses. Our reinsurance business inherently provides liquidity as premiums are received in advance of the time claims are paid. However, the amount of cash required to fund loss payments can fluctuate significantly from period to period due to the low frequency / high severity nature of certain types of reinsurance business we write.
The following table summarizes our sources and uses of funds:
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Total cash provided by (used in): | ||||||
| Operating activities | $ | 210,212 | $ | 111,504 | ||
| Investing activities | (149,170) | (96,562) | ||||
| Financing activities | (65,138) | (21,240) | ||||
| Effect of currency exchange on cash(1) | (1,259) | (345) | ||||
| Net cash outflows | (5,355) | (6,643) | ||||
| Cash, beginning of period | 649,087 | 655,730 | ||||
| Cash, end of period | $ | 643,732 | $ | 649,087 |
(1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 6 “Restricted Cash and Cash Equivalents” of the consolidated financial statements.
Cash provided by operating activities
The $98.7 million increase in cash provided by operating activities in 2025 compared to 2024 was driven mainly by the release of FAL and higher net income. We expect cash from operations to ebb and flow with our underwriting activities. Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and LAE, payments of retrocession premiums, and operating expenses. Cash provided by operating activities may vary significantly from period to period due to the timing of these inflows and outflows.
Cash used in investing activities
The $52.6 million increase in cash used for investing activities was driven predominantly by the new fixed maturity investments transferred from restricted cash; offset partially by a lower net contribution to Solasglas in 2025.
Cash used in financing activities
Financing cash outflows in 2025 were driven mainly by the $9.8 million of share repurchases and $55.3 million of debt repayments. In 2024, we had $7.5 million of share repurchases and $13.8 million of debt repayments.
Capital Resources
The following table summarizes our debt and capital structure:
| 2025 | 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Debt - outstanding principal | $ | 5,000 | $ | 60,313 | |||
| Shareholders’ equity | 707,977 | 635,879 | |||||
| Total capital | $ | 712,977 | $ | 696,192 | |||
| Ratio of debt to shareholders’ equity | 0.7 | % | 9.5 | % |
The ratio of debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength. In addition to the above capital, we also have LOC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer (see Note 10 “Debt and Credit Facilities” of the consolidated financial statements for further information).
Debt
As a result of strong operating cash flows and a new Revolving Credit Facility, we repaid the Term loans in 2025. At December 31, 2025, we had $5.0 million of outstanding debt under the Revolving Credit Facility.
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Total shareholders’ equity
Total shareholders’ equity increased by $72.1 million to $708.0 million since December 31, 2024. The increase was primarily due to the net income of $74.8 million reported for the year, coupled with $7.1 million of share-based compensation adjustment to additional paid-in capital. This was partially offset by $9.8 million of share repurchases in the open market at an average price of $13.76 per share.
At December 31, 2025, there were 33,897,709 outstanding ordinary shares, a decrease of 933,615 since December 31, 2024, mainly due to 714,044 shares repurchased and 376,686 forfeited restricted shares, offset partially by issuance of restricted shares and ordinary shares for vested RSUs.
We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future. However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have a $200.0 million shelf registration (Form S-3 registration statement) filed with the SEC, which became effective on July 5, 2024, and will expire on July 1, 2027.
Contractual Obligations and Commitments
At December 31, 2025, our contractual obligations and commitments by period due were as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating activities | ||||||||||||||||||
| Loss and loss adjustment expense reserves (1) | $ | 391,056 | $ | 353,305 | $ | 126,803 | $ | 96,796 | $ | 967,960 | ||||||||
| Operating lease obligations (2) | 698 | 1,252 | 1,213 | — | 3,163 | |||||||||||||
| Financing activities | ||||||||||||||||||
| Debt (principal payments) (3) | — | — | 5,000 | — | 5,000 | |||||||||||||
| Total | $ | 391,754 | $ | 354,557 | $ | 133,016 | $ | 96,796 | $ | 976,123 |
(1) Due to the nature of our reinsurance operations, the actual amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain. We have not taken into account corresponding reinsurance recoverable on unpaid amounts that would be due to us.
(2) See Note 17 “Commitments and Contingencies” of the consolidated financial statements.
(3) See Note 10 “Debt and Credit Facilities” of the consolidated financial statements.
Critical Accounting Estimates
Our consolidated financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part I, Item IA. — Risk Factors,” cause actual events or results to differ materially from our underlying assumptions or estimates. In that case, there could be a material adverse effect on our results of operations, financial condition, or liquidity.
We believe the following are the critical accounting estimates used to prepare our consolidated financial statements:
•Premium recognition
•Loss and LAE reserves
•Investments valuation
The following provides a summary of our accounting policies for the above critical accounting estimates.
Premium Recognition
Gross Premiums Written
We record our property and casualty reinsurance premiums as premiums written based on our best estimate of the ultimate premiums for the contract period. Our estimates are based on actuarial pricing models, information
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received from ceding companies, and from Lloyd’s syndicates (for FAL business). Further, we record reinsurance premiums so long as they meet the risk transfer criteria under U.S. GAAP (see “Deposit Contracts” below).
The recognition of gross premiums written will vary based on the type of the reinsurance contract as follows:
•Excess of loss contracts: typically the contracts state premiums as a percentage of the subject premiums written by the client, subject to a minimum deposit premium. The minimum deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term. At the inception of the contract, we record the total contractual minimum deposit premium, which is subsequently adjusted when the actual subject premium is known. Generally, the adjustment to actual is not material on an aggregate basis.
•Quota share (also known as proportional) contracts: we record our participation share of the estimated ultimate premiums in the same periods in which the underlying insurance contracts are written. For example, for a 12-month quota share reinsurance contract, we will recognize the estimated gross premiums written over 12 months, generally on a linear basis.
•For multi-year contracts: we record reinsurance premiums at the inception of the contract based on our best estimate of total premiums to be received. Premiums are recognized on an annual basis for multi-year contracts where the cedants have the ability to unilaterally commute or cancel coverage within the term of the contract.
We write mostly quota share reinsurance treaties. The following table provides a summary of our estimated gross premiums written for quota share reinsurance contracts incepting during the year:
| 2025 | 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Open Market segment | $ | 439,982 | $ | 402,666 | $ | 358,230 | ||||
| Innovations segment | 58,219 | 45,494 | 44,133 | |||||||
| Property runoff | — | — | 42,744 | |||||||
| Total quota share estimated premiums | 498,201 | 448,160 | 445,107 | |||||||
| Consolidated gross premiums written | 773,261 | 698,335 | 636,810 | |||||||
| As of % of total consolidated | 64 | % | 64 | % | 70 | % |
We regularly review premium estimates. Such review includes our experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to expected ultimate premiums, along with a review of the aging and collection of premiums. We evaluate the appropriateness of the premium estimates on the basis of these reviews and record any adjustments to these estimates in the period in which they are determined. Changes in premium estimates, including premium receivable on both excess of loss and quota share contracts, are not unusual and may result in significant adjustments in any period. A portion of amounts included in “Reinsurance balances receivable” in the consolidated balance sheets represent estimated premiums written, net of commissions and brokerage, that are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract with no remaining coverage period are earned in full when written.
Certain contracts provide for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs, based on management’s estimates of the ultimate reinstatement premiums. These estimates are subsequently adjusted when actual reinstatement premiums are known.
Net Premiums Earned
We earn premiums over the risk coverage period. Unearned premiums represent the unexpired portion of reinsurance provided. Changes in circumstances subsequent to the inception of contracts can impact the earnings period. For instance, when exposure limits for a reinsurance contract are reached, any associated unearned premiums are fully earned.
Excess of loss reinsurance contracts are generally written on a “losses occurring” or “claims made” basis over the term of the policy. Accordingly, premiums are earned evenly over the contract term, which is generally 12 months.
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Line slip or proportional insurance/reinsurance contracts are generally written on a “risks attaching” basis, covering claims that relate to the underlying policies written during the terms of these contracts. As the underlying business incepts throughout the contract term, which is generally one year, and the underlying business generally has a one year coverage period, these premiums are generally earned evenly over a 24-month period from inception. For certain classes within financial and specialty lines of business, the underlying risk exposure period extend over several years and accordingly these premiums are earned over up to 60-months.
Deposit Contracts
If we determine that a reinsurance contract does not transfer sufficient risk to merit reinsurance accounting treatment, we report the premium we receive as a deposit liability. Similarly, we report the premium we pay as a deposit asset for ceded contracts that do not transfer sufficient risk to merit reinsurance accounting. Any income and expense on deposit-accounted contracts is calculated using the interest method and recorded in the consolidated statements of operations under “Other income (expense)” and “Deposit interest expense,” respectively.
Loss and LAE Reserves
Estimating our loss and LAE reserves involves a considerable degree of judgment, and our estimates as of any given date are inherently uncertain. Estimating loss and LAE reserves requires us to make assumptions regarding reporting and development patterns, frequency and severity trends, claims settlement practices, potential changes in legal environments, inflation, loss amplification, foreign exchange movements, and other factors. These estimates and judgments are based on numerous considerations and are often revised as (i) we receive changes in loss amounts reported by ceding companies and brokers; (ii) we obtain additional information, experience, or other data; (iii) we develop new or improved methodologies; or (iv) we observe changes in the legal environment.
Our loss and LAE reserves relating to short-tail property risks are typically reported to us and settled more promptly than those relating to long-tail risks. However, the timeliness of loss reporting can be affected by such factors as the nature of the event causing the loss, the location of the loss, whether the loss is from policies in force with primary insurers or with reinsurers, and where our exposure falls within the cedent’s overall reinsurance program.
Our loss and LAE reserves are composed of case reserves (based on claims reported to us), including ACR, and IBNR reserves. These reserves include the associated estimated claims handling costs. The following table summarizes our gross reserves for loss and LAE for each of the reportable segments, by line of business, and the runoff business at December 31, 2025:
| Case reserves | IBNR | Total loss and LAE reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Open Market segment: | |||||||||||
| Casualty | $ | 59,759 | $ | 178,180 | $ | 237,939 | |||||
| Financial | 30,653 | 41,603 | 72,256 | ||||||||
| Health | — | 242 | 242 | ||||||||
| Multiline | 39,580 | 203,284 | 242,864 | ||||||||
| Property | 41,861 | 55,209 | 97,070 | ||||||||
| Specialty | 38,787 | 180,980 | 219,767 | ||||||||
| Total Open Market segment | 210,640 | 659,498 | 870,138 | ||||||||
| Innovations segment: | |||||||||||
| Casualty | 752 | 33,601 | 34,353 | ||||||||
| Financial | 3,197 | 4,229 | 7,426 | ||||||||
| Health | 861 | 193 | 1,054 | ||||||||
| Multiline | 15,228 | 34,421 | 49,649 | ||||||||
| Specialty | 611 | 1,844 | 2,455 | ||||||||
| Total Innovations segment | 20,649 | 74,288 | 94,937 | ||||||||
| Corporate (property business in runoff) | 1,787 | 1,098 | 2,885 | ||||||||
| Total | $ | 233,076 | $ | 734,884 | $ | 967,960 | |||||
| % of total | 24 | % | 76 | % | 100 | % |
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We determine case reserve estimates based on loss reports received. We may establish ACR in excess of the case reserves reported by cedents if we believe the reported case reserve is inadequate based on other data points we may have. At December 31, 2025, we had no ACR. We determine our IBNR reserve estimates using standard actuarial methods and a combination of our own historical and current loss experience, insurance industry loss experience, assessments of pricing adequacy trends, and our professional judgment. In estimating our IBNR reserve, we estimate the total ultimate loss and LAE we expect to incur and subtract paid claims and case reserves.
The nature and extent of our judgment in the reserving process depend in part upon the type of business. Some of our contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes and large loss events. Given the nature of these events, traditional actuarial reserving methods may not be reliable indicators of the final outcome. As such, for contracts or losses of this type, we estimate the ultimate cost associated with a single loss event rather than perform analysis on the historical development patterns of past events to estimate the ultimate losses for an entire accident year. Specifically for catastrophe losses, we estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event.
For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques. We supplement our analysis with industry loss ratio and development pattern information in conjunction with our own experience. The weight given to a particular method will depend on many factors, including the homogeneity within the class of business, the volume of losses, the maturity of the accident year, and the length of the expected development tail. For example, the expected loss ratio method assumes that the ratio of premiums and losses remains constant. In contrast, development methods rely on observable patterns within reported losses, both historical and newly reported, to establish a view of the ultimate loss incurred. Therefore, as an accident year matures, we may migrate from an expected loss ratio method to an incurred development method.
As a predominantly broker-market reinsurer for both excess-of-loss and proportional contracts, we rely on loss information reported to brokers by primary insurers who, in turn, must estimate their losses at the policy level, often based on incomplete and changing information. The information we receive varies by cedent and may include paid losses, estimated case reserves, and an estimated provision for IBNR reserves. Reserving practices and data-reporting quality differ among ceding companies, which adds further uncertainty to our estimation of ultimate losses. The nature and extent of information received from ceding companies and brokers also vary widely depending on the type of coverage, the contractual reporting terms (which are affected by market conditions and practices), and other factors. Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies.
Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts. The time lags, coupled with the combined characteristics of low claim frequency and high claim severity on such contracts, make the available data less useful for predicting ultimate losses.
In the case of proportional contracts, we rely on an analysis of a cedent’s historical experience, industry information, and the underwriters’ professional judgment in estimating reserves. We also utilize ultimate loss ratio forecasts when reported by cedents and brokers, which are ordinarily subject to three to six-month lags for proportional business. Due to our reliance on ceding companies for claims reporting, our reserve estimates are highly dependent on ceding companies’ judgment. Furthermore, during the loss settlement period, which may last several years, additional facts regarding individual claims and trends will often become known, and case law may change, affecting ultimate expected losses.
Since we rely on ceding company data in establishing our loss and LAE reserves, we maintain procedures designed to mitigate the risk that such information is incomplete or inaccurate. These procedures include: (i) comparisons of expected premiums to reported premiums, which helps us to identify delinquent client periodic reports; (ii) ceding company audits to identify inaccurate or incomplete reporting of claims and ensure that claims are actively and appropriately managed in line with agreed protocols and settlement authority limits; and (iii) underwriting reviews to ascertain that the losses ceded are covered as provided under the contract terms. These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop.
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We engage an independent third-party actuarial firm to perform a reserve review and opine on the reasonableness and adequacy of the aggregate loss reserves. We provide the third-party actuarial firm with our pricing models, reserving analysis, and other data. The actuarial firm may also inquire about the various assumptions and estimates used in the reserving analysis. The actuarial firm independently creates its own reserving models based on industry loss information, augmented by client-specific loss information and independent assumptions and estimates. Based on various reserving methodologies that the actuarial firm considers appropriate, it creates a loss reserve estimate for each segment in the portfolio. It recommends an aggregate loss reserve, including IBNR. In the event of material differences between our aggregated booked reserves and the actuarial firm's recommended reserves, the reserving committee would be notified, with the reserves adjusted as deemed appropriate. To date, there have been no material differences resulting from the external actuary’s reviews requiring adjustments to our booked reserves.
We monitor the development of our prior-year losses during subsequent calendar years by comparing the actual reported losses against previous estimates and current expectations. The analysis of this loss development is important to the ongoing refinement of our reserving assumptions. Each additional year of loss experience with a given cedent provides additional insight into the accuracy and timeliness of previously reported information.
Estimating loss reserves for our book of longer-tail casualty reinsurance business, which we write on both a proportional and non-proportional basis, involves further uncertainties. In addition to the uncertainties described above, casualty business is generally subject to longer reporting lags than property business, and claims often take several years to settle. During this period, additional factors and trends will be revealed, and we may adjust our reserves accordingly. Therefore, any factors that extend the time until our cedents settle claims add uncertainty to the reserving process.
The uncertainties inherent in the reserving process and the potential for unforeseen developments, including changes in laws and the prevailing interpretation of policy terms, may result in our loss and LAE reserves being materially greater or less than the loss and LAE reserves we initially established. We reflect adjustments to our loss and LAE reserves in our financial results during the period they are determined. Changes to our prior year loss reserves will impact our current underwriting results by improving our results if the prior year reserves prove redundant or impairing our results if the prior year reserves prove insufficient.
We believe that our reserves for loss and LAE are sufficient to cover losses that fall within the terms of our policies and agreements with our insured and reinsured customers based on the methodologies used to estimate those reserves. However, we can provide no assurance that actual losses will not (i) be less than or (ii) exceed our total established reserves.
Please refer to Notes 2 “Significant Accounting Policies - Loss and Loss Adjustment Expense Reserves and Recoverable” and 8 “Loss and Loss Adjustment Expense Reserves” of our consolidated financial statements for a more detailed explanation of our loss reserving methodology and the loss development tables by accident year, respectively, as required under U.S. GAAP.
Investments Valuation
We carry our investment in Solasglas at fair value, based on the most recent net asset value (“NAV”) obtained from Solasglas’ third-party administrator. Further, Solasglas’ financial statements for the years ended December 31, 2025, 2024, and 2023 were subject to an independent audit in which Solasglas’ external auditors issued an unqualified opinion for these years (see “Report of Independent Registered Public Accounting Firm” in the Exhibits).
Our investment in fixed maturities are recognized at fair value. For the fixed maturity portfolio managed by a third party, all fixed maturity securities are classified as Level 2 except for US Treasury securities which are classified as Level 1. Refer to Note 7, “Fair Value Measurements” for the valuation methodologies used to determine the fair value of the fixed maturity securities by asset class. For the liquidity fund, as a practical expedient, the fair value is based on NAV obtained from the fund’s third party administrator.
Other investments in our consolidated balance sheets includes private investments that do not have readily determinable fair values. We determine private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting date, we qualitatively consider whether the investment is impaired on the basis of certain impairment indicators. If we determine that the equity security is impaired on the basis of the qualitative assessment and the estimated fair value is less than the carrying value, we recognize an impairment loss in “Net investment income (loss)” in the consolidated statements of operations. We determine realized gains and losses
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from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate). These gains and losses are also included in “Net investment income (loss)” in the consolidated statements of operations. Refer to Innovations Segment - Net Investment Loss in the MD&A, for the valuation techniques and key inputs used by management to calculate the fair value of certain private equity investments during 2025 as a result of our impairment review.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001385613-25-000007.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management’s discussion and analysis (“MD&A”) of the financial condition and results of operations for the years ended December 31, 2024, and 2023. Except for the “Results by Segment” section of this MD&A, comparisons between 2023 and 2022 have been omitted from this Annual Report, but may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. Accordingly, this information is incorporated by reference.
This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto presented in “Part II, Item 8. Financial Statements and Supplementary Data” of this Annual Report. Unless otherwise noted, tabular dollars are in thousands, except per share amounts. Amounts may not reconcile due to rounding differences.
Page
| Overview | 51 |
|---|---|
| Business Overview | 51 |
| Outlook and Trends | 51 |
| Revenues and Expenses | 51 |
| Key Financial Measures and Non-GAAP Measures | 52 |
| Consolidated Results of Operations | 54 |
| Results by Segment | 56 |
| Open Market Segment | 56 |
| Innovations Segment | 59 |
| Other Corporate | 61 |
| Runoff Underwriting Business | 61 |
| Income from Investment in Solasglas | 61 |
| Financial Condition | 62 |
| Liquidity and Capital Resources | 64 |
| Liquidity | 64 |
| Capital Resources | 65 |
| Contractual Obligations and Commitments | 66 |
| Critical Accounting Estimates | 67 |
| Premium Recognition | 67 |
| Loss and LAE Reserves | 68 |
| Investments Valuation | 70 |
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Overview
Business Overview
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces. Refer to “Part 1, Item 1. Business” for additional information.
We earned a net income of $42.8 million for the year ended December 31, 2024, a decrease of $44.0 million, or 51% compared to the prior year, predominantly due to higher losses from catastrophe and weather-related events (collectively referred as “CAT losses”), coupled with unfavorable foreign exchange movement in 2024.
The following is a summary of our financial performance for the year ended December 31, 2024, compared to the prior year:
•Gross premiums written was $698.3 million, an increase of 9.7%;
•Net premiums earned was $620.0 million, an increase of 6.3%;
•Net underwriting loss was $8.2 million, compared to net underwriting income of $32.0 million;
•Total investment income was $79.6 million, an increase of 10.3% (including 9.8% net return from our investment in Solasglas, compared to 9.4%);
•Foreign exchange losses were $5.6 million, compared to foreign exchange gains of $11.6 million;
•Diluted EPS was $1.24, compared to $2.50, a decrease of 50%; and
•Fully diluted book value per share was $17.95, an increase of $1.21, or 7.2%.
Outlook and Trends
Reinsurance market conditions
As the key January 1, 2025, renewal period progressed, we saw increased competition which put pressure on headline rate; however, attachment points and other terms & conditions largely held firm. We were able to achieve signings to construct a diversified portfolio that met our risk appetite and profitability requirements. Looking forward to 2025, we believe that market conditions are still broadly, but not uniformly, positive. We will continue to write business where we believe the price adequately compensates us for the risk.
General economic conditions
There are many factors contributing to an uncertain global economic outlook, and in particular, we believe that inflationary trends of recent years could persist. We continue to consider the potential impact of relevant economic factors on our underwriting portfolio. On the investment side, DME Advisors regularly monitors and re-positions Solasglas’ investment portfolio to manage the impact of inflation on its underlying investments and holds macro positions to benefit from a rising inflationary environment.
Revenues and Expenses
Revenues
We derive our revenues from two principal sources:
•premiums from reinsurance on property and casualty business assumed (net of any premiums ceded) - see “Critical Accounting Estimates” section of this MD&A; and
•income from investments, including:
•income (or loss) generated from our investment in Solasglas, net of management fee and performance compensation;
•gains (or losses) from our other investments, including Innovations-related investments; and
•interest income on our cash and cash equivalents and FAL.
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In addition, we may from time to time derive other income from foreign exchange gains (or losses) relating to underwriting balances, net investment income from Lloyd’s syndicates, fees generated from advisory services, and fees relating to overrides, profit commissions, and fees due upon the early termination of contracts.
Expenses
Our expenses consist primarily of the following:
| ● | underwriting losses and LAE; | |
|---|---|---|
| ● | acquisition costs; | |
| ● | underwriting expenses | |
| ● | corporate and other expenses; and | |
| ● | interest expense on deposit-accounted contracts and debt. |
The extent of our net losses and LAE incurred is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage. Refer to “Critical Accounting Estimates” section of this MD&A.
Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term.
Underwriting expenses consist primarily of compensation costs related to our underwriting activities, in addition to an allocation of corporate overhead costs.
Corporate and other expenses consist primarily of compensation costs related to non-underwriting activities, including Innovations related investments and corporate personnel. Additionally, these also include professional fees (non-claim related), travel and entertainment, information technology, rent, and other general operating costs, net of an allocation to underwriting expenses.
Deposit interest expense relates to the accretion costs for deposit-accounted contracts that did not meet the risk transfer condition for reinsurance accounting under U.S. GAAP.
Interest expense consists of interest paid and accrued on our debt and the amortization of the related deferred financing costs.
Key Financial Measures and Non-GAAP Measures
Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
We use the following non-GAAP financial measure in this Annual Report.
Fully Diluted Book Value Per Share
Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our incentive compensation plan.
We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S. GAAP measure, which in our view is the basic book value per share.
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We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements.
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options and all outstanding restricted stock units, or “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
| December 31, 2024 | December 31, 2023 | December 31, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Numerator for basic and fully diluted book value per share: | ||||||||||
| Total equity as reported under U.S. GAAP | $ | 635,879 | $ | 596,095 | $ | 503,120 | ||||
| Denominator for basic and fully diluted book value per share: | ||||||||||
| Ordinary shares issued and outstanding as reported and denominator for basic book value per share | 34,831,324 | 35,336,732 | 34,824,061 | |||||||
| Add: In-the-money stock options (1) and all outstanding RSUs | 590,001 | 264,870 | 277,960 | |||||||
| Denominator for fully diluted book value per share | 35,421,325 | 35,601,602 | 35,102,021 | |||||||
| Basic book value per share | $ | 18.26 | $ | 16.87 | $ | 14.45 | ||||
| Increase in basic book value per share ($) | $ | 1.39 | $ | 2.42 | $ | 0.40 | ||||
| Increase in basic book value per share (%) | 8.2 | % | 16.8 | % | 2.8 | % | ||||
| Fully diluted book value per share | $ | 17.95 | $ | 16.74 | $ | 14.33 | ||||
| Increase in fully diluted book value per share ($) | $ | 1.21 | $ | 2.41 | $ | 0.34 | ||||
| Increase in fully diluted book value per share (%) | 7.2 | % | 16.8 | % | 2.4 | % |
(1) Assuming net exercise by the grantee.
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Consolidated Results of Operations
The table below summarizes our consolidated operating results.
| 2024 | 2023 | Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Underwriting results: | |||||||||||
| Gross premiums written | $ | 698,335 | $ | 636,810 | $ | 61,525 | |||||
| Net premiums written | $ | 621,265 | $ | 594,048 | $ | 27,217 | |||||
| Net premiums earned | $ | 619,954 | $ | 583,147 | $ | 36,807 | |||||
| Net loss and LAE incurred: | |||||||||||
| Current year | (406,465) | (348,798) | (57,667) | ||||||||
| Prior year (1) | (20,804) | (11,206) | (9,598) | ||||||||
| Net loss and LAE incurred | (427,269) | (360,004) | (67,265) | ||||||||
| Acquisition costs | (176,775) | (168,877) | (7,898) | ||||||||
| Underwriting expenses | (22,857) | (19,587) | (3,270) | ||||||||
| Deposit interest income (expense), net | (1,228) | (2,687) | 1,459 | ||||||||
| Net underwriting income (loss) | (8,175) | 31,992 | (40,167) | ||||||||
| Investment results: | |||||||||||
| Income from investment in Solasglas | 33,605 | 28,696 | 4,909 | ||||||||
| Net investment income | 45,954 | 43,408 | 2,546 | ||||||||
| Total investment income | 79,559 | 72,104 | 7,455 | ||||||||
| Corporate and other expenses | (16,377) | (23,653) | 7,276 | ||||||||
| Foreign exchange gains (losses) | (5,606) | 11,566 | (17,172) | ||||||||
| Other income, net | — | 265 | (265) | ||||||||
| Interest expense | (5,836) | (5,344) | (492) | ||||||||
| Income tax expense | (749) | (100) | (649) | ||||||||
| Net income | $ | 42,816 | $ | 86,830 | $ | (44,014) | |||||
| Diluted earnings per share | $ | 1.24 | $ | 2.50 | $ | (1.26) | |||||
| Underwriting ratios: | |||||||||||
| Current year attritional loss ratio | 56.3 | % | 54.9 | % | 1.4 | % | |||||
| CAT loss ratio | 9.3 | % | 4.9 | % | 4.4 | % | |||||
| Current year loss ratio | 65.6 | % | 59.8 | % | 5.8 | % | |||||
| Prior year reserve development ratio | 3.4 | % | 1.9 | % | 1.5 | % | |||||
| Loss ratio | 69.0 | % | 61.7 | % | 7.3 | % | |||||
| Acquisition cost ratio | 28.5 | % | 29.0 | % | (0.5) | % | |||||
| Composite ratio | 97.5 | % | 90.7 | % | 6.8 | % | |||||
| Underwriting expense ratio | 3.9 | % | 3.8 | % | 0.1 | % | |||||
| Combined ratio | 101.4 | % | 94.5 | % | 6.9 | % |
1 The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was a loss of $21.8 million in 2024 (2023: $15.7 million).
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Consolidated Results of Operations for 2024 compared to 2023
Basic book value per share increased by $1.39 per share, or 8.2%, to $18.26 per share from $16.87 per share at December 31, 2023. Fully diluted book value per share increased by $1.21 per share, or 7.2%, to $17.95 per share from $16.74 per share at December 31, 2023.
For the year ended December 31, 2024, net income decreased by $44.0 million to $42.8 million, driven mainly by the following:
•Underwriting income: Decreased by $40.2 million due to 6.9 percentage points increase in our combined ratio, driven predominantly by an increase in current year attritional and CAT loss ratios. Refer to the “Results by Segment” section of the MD&A for further discussion and analysis.
.
•Investment income: Increased by $7.5 million primarily driven by an increase in income from our investment in Solasglas, which reported a gain of $33.6 million in 2024, compared to $28.7 million in 2023. Solasglas generated a net return of 9.8% for the year ended December 31, 2024, compared to a net return of 9.4% for the same period in 2023. Additionally, we earned additional investment income on funds withheld by third party Lloyd’s syndicates. The Lloyd’s syndicates invest a portion of these funds in fixed maturity securities, equities, and investment funds. We record our share of the investment income and fair value adjustments on these securities when the syndicates report them to us, generally on a quarter in arrears. See Note 13 “Net Investment Income” of the consolidated financial financial statements for further details.
•Corporate and other expenses: Decreased by $7.3 million mainly due to non-recurring severance costs included in 2023, including $4.3 million relating to the separation agreement entered with our former CEO, and lower incentive compensation costs in light of the Company’s weaker performance in 2024. This was partially offset by the increase in other non-underwriting personnel and overhead costs in addition to technology investment to support the business growth.
•Foreign exchange gains (losses): $5.6 million foreign exchange losses for 2024, compared to $11.6 million foreign exchange gains for 2023, driven mainly by a weaker pound sterling movement against the U.S. dollar in 2024.
•Interest expense: Increased by $0.5 million primarily due to unfavorable fair value movement on the interest rate swaps used to partially hedge the Term Loans; offset partially by lower interest expense driven by a decrease in the average outstanding Term Loans balance in 2024.
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Results by Segment
During the fourth quarter of 2024, we have revised our operating segments to Open Market and Innovations. See Note 17 “Segment Reporting” for the consolidated segment net income before taxes in 2024, including a reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the new reportable segments.
The following is a further discussion and analysis for each reporting segment.
Open Market Segment
Results for the Open Market segment were as follows:
| Year ended December 31, | 2024 | % Change | 2023 | % Change | 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross premiums written | $ | 603,798 | 19.7 | % | $ | 504,435 | 11.5 | % | $ | 452,541 | |||||||
| Net premiums written | $ | 541,446 | 16.1 | % | $ | 466,544 | 6.6 | % | $ | 437,799 | |||||||
| Net premiums earned | $ | 511,922 | 9.7 | % | $ | 466,751 | 13.6 | % | $ | 410,877 | |||||||
| Net loss and LAE incurred | (341,586) | (262,290) | (268,659) | ||||||||||||||
| Acquisition costs | (144,852) | (136,356) | (125,296) | ||||||||||||||
| Other underwriting expenses | (19,175) | (16,827) | (11,867) | ||||||||||||||
| Deposit interest expense, net | (1,228) | (2,687) | (6,717) | ||||||||||||||
| Underwriting income (loss) | 5,081 | 48,591 | (1,662) | ||||||||||||||
| Net investment income | 42,629 | 14.1 | % | 37,351 | 662.6 | % | 4,898 | ||||||||||
| Income before income taxes | $ | 47,710 | $ | 85,942 | $ | 3,236 | |||||||||||
| Underwriting ratios: | 2024 | % Point Change | 2023 | % Point Change | 2022 | ||||||||||||
| Loss ratio | 66.7 | % | 10.5 | % | 56.2 | % | (9.2) | % | 65.4 | % | |||||||
| Acquisition cost ratio | 28.3 | % | (0.9) | % | 29.2 | % | (1.3) | % | 30.5 | % | |||||||
| Composite ratio | 95.0 | % | 9.6 | % | 85.4 | % | (10.5) | % | 95.9 | % | |||||||
| Underwriting expenses ratio | 4.0 | % | (0.2) | % | 4.2 | % | (0.3) | % | 4.5 | % | |||||||
| Combined ratio | 99.0 | % | 9.4 | % | 89.6 | % | (10.8) | % | 100.4 | % |
Gross Premiums Written
Gross premiums written by line of business were as follows:
| % Change | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 to 2023 | 2023 to 2022 | |||||||||||||||||||||||
| Casualty | $ | 92,471 | 15.3 | % | $ | 86,081 | 17.1 | % | $ | 82,524 | 18.2 | % | 7.4 | % | 4.3 | % | |||||||||||
| Financial | 63,679 | 10.5 | % | 46,296 | 9.2 | % | 63,452 | 14.0 | % | 37.5 | % | (27.0) | % | ||||||||||||||
| Health | 217 | — | % | 224 | — | % | 227 | 0.1 | % | (3.1) | % | (1.3) | % | ||||||||||||||
| Multiline | 181,140 | 30.0 | % | 198,037 | 39.3 | % | 205,743 | 45.5 | % | (8.5) | % | (3.7) | % | ||||||||||||||
| Property | 87,922 | 14.6 | % | 75,820 | 15.0 | % | 31,347 | 6.9 | % | 16.0 | % | 141.9 | % | ||||||||||||||
| Specialty | 178,369 | 29.6 | % | 97,977 | 19.4 | % | 69,248 | 15.3 | % | 82.1 | % | 41.5 | % | ||||||||||||||
| Total | $ | 603,798 | 100.0 | % | $ | 504,435 | 100.0 | % | $ | 452,541 | 100.0 | % | 19.7 | % | 11.5 | % |
Gross premiums written in 2024 increased by $99.4 million or 19.7%, compared to 2023. The increase was predominantly attributable to the following lines of business:
•Financial: new excess of loss treaties in our financial multiline business and an increase in premium volume for our transactional liability business.
•Property: improved pricing in our commercial and property catastrophe business.
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•Specialty: improved pricing and new customers in our marine and energy (M&E) business, including Lloyd’s whole account excess of loss treaties. Additionally, there was an increase of $9.0 million in reinstatement premiums attributable to the 2024 CAT events, in particular for the Baltimore Bridge collapse.
The above was partially offset by the decrease in our multiline business, driven by two non-renewed FAL accounts on January 1, 2024; offset by premium growth from the remaining third-party FAL business.
Gross premiums written in 2023 increased by $51.9 million or 11.5%, compared to 2022. The increase was predominantly attributable to property and specialty lines due to improved pricing and new business. This was partially offset mostly by a decrease in financial line predominantly due to lower level of activity in transactional liability business.
Net Premiums Written
Ceded premiums written in 2024 was $62.4 million, resulting in net premiums written of $541.4 million, compared to $37.9 million and $466.5 million, respectively, in 2023. The increase in ceded premiums written of 64.6% was primarily within our specialty line driven by additional retrocessional coverage to manage our overall exposure to aviation, marine and energy classes of business and to reinstate certain retrocession excess of loss treaties in which the full coverage was presumed exhausted primarily from the Baltimore Bridge loss event in 2024 and the Russian-Ukraine conflict event in 2022. Additionally, we had an increase in quota share retrocessions due to growth from inward property and M&E business.
Ceded premiums written in 2023 was $37.9 million, resulting in net premiums written of $466.5 million, compared to $14.7 million and $437.8 million, respectively, in 2022. The increase in ceded premiums written of 157.0% was predominantly attributable to an increase in quota share retrocessions due to growth from inward property business.
Net Premiums Earned
Net premiums earned by line of business were as follows:
| % Change | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 to 2023 | 2023 to 2022 | |||||||||||||||||||||||
| Casualty | $ | 89,213 | 17.4 | % | $ | 82,365 | 17.6 | % | $ | 78,160 | 19.0 | % | 8.3 | % | 5.4 | % | |||||||||||
| Financial | 56,903 | 11.1 | % | 56,195 | 12.0 | % | 56,952 | 13.9 | % | 1.3 | % | (1.3) | % | ||||||||||||||
| Health | 217 | — | % | 224 | — | % | 5,507 | 1.3 | % | (3.1) | % | (95.9) | % | ||||||||||||||
| Multiline | 191,849 | 37.5 | % | 205,573 | 44.0 | % | 196,974 | 47.9 | % | (6.7) | % | 4.4 | % | ||||||||||||||
| Property | 49,262 | 9.6 | % | 35,853 | 7.8 | % | 20,781 | 5.1 | % | 37.4 | % | 72.5 | % | ||||||||||||||
| Specialty | 124,477 | 24.4 | % | 86,541 | 18.6 | % | 52,503 | 12.8 | % | 43.8 | % | 64.8 | % | ||||||||||||||
| Total | $ | 511,921 | 100.0 | % | $ | 466,751 | 100.0 | % | $ | 410,877 | 100.0 | % | 9.7 | % | 13.6 | % |
Net premiums earned in 2024 increased by $45.2 million or 9.7%, compared to 2023. Further, net premiums earned in 2023 increased by $55.9 million or 13.6%, compared to 2022. The increase (decrease) in net premiums earned by line of business is relatively consistent with the trends noted for the gross premiums written. The change is also influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts. Additionally, within the financial line and certain specialty line classes, the gross premiums written are earned over multiple years, corresponding with the anticipated risk coverage period.
Loss ratio
The components of the loss ratio were as follows:
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| Year ended December 31, | 2024 | % Point Change | 2023 | % Point Change | 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current year: | |||||||||||||||
| Attritional loss ratio | 56.8 | % | 4.6 | % | 52.2 | % | (5.0) | % | 57.2 | % | |||||
| CAT losses | 7.0 | % | 3.7 | % | 3.3 | % | (5.7) | % | 9.0 | % | |||||
| Current year loss ratio | 63.8 | % | 8.3 | % | 55.4 | % | (10.7) | % | 66.2 | % | |||||
| Prior year reserve development ratio | 2.9 | % | 2.1 | % | 0.8 | % | 1.6 | % | (0.8) | % | |||||
| Loss ratio | 66.7 | % | 10.5 | % | 56.2 | % | (9.2) | % | 65.4 | % |
Current Year Loss Ratio
The current year loss ratio in 2024 increased by 8.3%, compared to 2023 due to:
•4.6% increase in attritional loss ratio in 2024, driven mainly by higher reserve estimates for the growing in-force casualty, specialty and property lines of business.
•3.7% increase in CAT losses, net of reinsurance, primarily attributable to more severe CAT loss events in 2024 including the Baltimore Bridge collapse and Hurricanes Helene and Milton, compared to one major CAT event in 2023 (the Mexican state-owned oil platform fire loss).
The current year loss ratio in 2023 decreased by 10.7%, compared to 2022 due to:
•5.0% decrease in attritional loss ratio 2024, driven mainly by a change in business mix coupled with lower attritional loss estimates, principally on property and specialty lines of business that performed strongly; and
•5.7% decrease in CAT losses, net of reinsurance, primarily attributable to lower volume and less severe CAT loss events in 2023, compared to two major CAT events in 2022 (Hurricane Ian and the Russian-Ukrainian conflict).
Prior Year Reserve Development Ratio
Prior year reserve development ratio increased by 2.1% in 2024 compared to 2023, and by 1.6% in 2023 compared to 2022. Refer to Note 7 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.
Acquisition cost ratio
The acquisition cost ratio decreased to 28.3% in 2024 from 29.2% in 2023, primarily due business mix and higher ratio of excess of loss contracts at lower commission rates than quota share reinsurance contracts; partially offset by higher acquisition costs for certain 2023 and 2024 FAL business in our multiline business.
The acquisition cost ratio decreased to 29.2% in 2023 from 30.5% in 2022, primarily due to business mix and higher ratio of excess of loss contracts at lower commission rate than quota share reinsurance contracts.
Underwriting expense ratio
The underwriting expense ratio decreased marginally by 0.2% to 4.0% in 2024 compared to 2023, mainly due to an increase in net premiums earned, partially offset by an increase in personnel to support the business growth.
The underwriting expense ratio decreased marginally by 0.3% to 4.2% in 2023 compared to 2022, mainly due to lower interest expense on deposit-accounted contracts and an increase in net premiums earned. This was partially offset by an increase in personnel to support the business growth.
Income before income taxes
The income before income taxes for Open Market decreased by $38.2 million to $47.7 million in 2024 compared to 2023, driven predominantly by lower underwriting profits; partially offset by an increase in investment income on funds withheld by third party Lloyd’s syndicates.
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The income before income taxes for Open Market increased by $82.7 million to $85.9 million in 2023 compared to 2022, driven by strong underwriting profits; coupled with an increase in investment income driven mostly by favorable interest rate environment.
Innovations Segment
Results for the Innovations segment were as follows:
| Year ended December 31, | 2024 | % Change | 2023 | % Change | 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross premiums written | $ | 94,725 | 6.9 | % | $ | 88,602 | 74.6 | % | $ | 50,739 | |||||||
| Net premiums written | $ | 80,016 | (4.3) | % | $ | 83,608 | 76.7 | % | $ | 47,328 | |||||||
| Net premiums earned | $ | 86,352 | 20.3 | % | $ | 71,769 | 116.3 | % | $ | 33,184 | |||||||
| Net loss and LAE incurred | (51,939) | (44,855) | (23,151) | ||||||||||||||
| Acquisition costs | (27,151) | (22,381) | (11,111) | ||||||||||||||
| Other underwriting expenses | (3,682) | (2,760) | (1,946) | ||||||||||||||
| Underwriting income (loss) | 3,580 | 1,773 | (3,024) | ||||||||||||||
| Net investment income | 702 | (74.3) | % | 2,732 | (72.3) | % | 9,869 | ||||||||||
| Corporate and other expenses | (2,445) | (20.6) | % | (3,080) | (10.8) | % | (3,452) | ||||||||||
| Income before income taxes | $ | 1,837 | $ | 1,425 | $ | 3,393 | |||||||||||
| Underwriting ratios: | 2024 | % Point Change | 2023 | % Point Change | 2022 | ||||||||||||
| Loss ratio | 60.1 | % | (2.4) | % | 62.5 | % | (7.3) | % | 69.8 | % | |||||||
| Acquisition cost ratio | 31.4 | % | 0.2 | % | 31.2 | % | (2.3) | % | 33.5 | % | |||||||
| Composite ratio | 91.5 | % | (2.2) | % | 93.7 | % | (9.6) | % | 103.3 | % | |||||||
| Underwriting expenses ratio | 4.3 | % | 0.5 | % | 3.8 | % | (2.1) | % | 5.9 | % | |||||||
| Combined ratio | 95.8 | % | (1.7) | % | 97.5 | % | (11.7) | % | 109.2 | % |
Gross Premiums Written
Gross premiums written by line of business were as follows:
| % Change | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 to 2023 | 2023 to 2022 | |||||||||||||||||||||||
| Casualty | $ | 24,843 | 26.2 | % | $ | 19,447 | 21.9 | % | $ | 5,653 | 11.1 | % | 27.7 | % | 244.0 | % | |||||||||||
| Financial | 7,800 | 8.2 | % | 6,955 | 7.8 | % | 2,617 | 5.2 | % | 12.1 | % | 165.8 | % | ||||||||||||||
| Health | 4,631 | 4.9 | % | 3,998 | 4.5 | % | 7,201 | 14.2 | % | 15.8 | % | (44.5) | % | ||||||||||||||
| Multiline | 47,311 | 49.9 | % | 50,490 | 57.0 | % | 30,816 | 60.7 | % | (6.3) | % | 63.8 | % | ||||||||||||||
| Specialty | 10,140 | 10.8 | % | 7,712 | 8.8 | % | 4,452 | 8.8 | % | 31.5 | % | 73.2 | % | ||||||||||||||
| Total | $ | 94,725 | 100.0 | % | $ | 88,602 | 100.0 | % | $ | 50,739 | 100.0 | % | 6.9 | % | 74.6 | % |
Gross premiums written in 2024 increased by $6.1 million or 6.9%, compared to 2023. The increase was predominantly attributable to: (i) growth from existing customers in the casualty line and (ii) new customers in our financial, health, multiline (new accounts in our Syndicate 3456) and specialty lines. This was partially offset by a non-renewed treaty and lower premium volume from certain existing customers in our multiline business.
Gross premiums written in 2023 increased by $37.9 million or 74.6%, compared to 2022. The increase was predominantly attributable to the casualty line driven by new business and accelerated growth with existing customers, coupled with growth in our multiline driven by new business from our Syndicate 3456. This was partially offset by a decrease in health line predominantly due to the non-renewal of a program.
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Net Premiums Written
Ceded premiums written in 2024 was $14.7 million, resulting in net premiums written of $80.0 million, compared to $5.0 million and $83.6 million, respectively, in 2023. The increase in ceded premiums written of 194.5% was predominantly in the casualty line and, to a lesser extent, in the multiline and specialty lines driven by quota share reinsurance treaties with our assumed customers in which they share indirectly the underwriting risks through their captives or other platforms.
Ceded premiums written in 2023 was $5.0 million, resulting in net premiums written of $83.6 million, compared to $3.4 million and $47.3 million, respectively, in 2022. The increase in ceded premiums written was predominantly in the multiline business due to new assumed business.
Net Premiums Earned
Net premiums earned by line of business were as follows:
| % Change | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 to 2023 | 2023 to 2022 | |||||||||||||||||||||||
| Casualty | $ | 18,705 | 21.7 | % | $ | 13,332 | 18.6 | % | $ | 3,890 | 11.7 | % | 40.3 | % | 242.7 | % | |||||||||||
| Financial | 5,499 | 6.4 | % | 5,076 | 7.1 | % | 655 | 2.0 | % | 8.3 | % | 675.0 | % | ||||||||||||||
| Health | 2,144 | 2.5 | % | 2,522 | 3.5 | % | 7,030 | 21.2 | % | (15.0) | % | (64.1) | % | ||||||||||||||
| Multiline | 51,669 | 59.8 | % | 44,533 | 62.1 | % | 19,080 | 57.5 | % | 16.0 | % | 133.4 | % | ||||||||||||||
| Specialty | 8,335 | 9.6 | % | 6,306 | 8.7 | % | 2,529 | 7.6 | % | 32.2 | % | 149.3 | % | ||||||||||||||
| Total | $ | 86,352 | 100.0 | % | $ | 71,769 | 100.0 | % | $ | 33,184 | 100.0 | % | 20.3 | % | 116.3 | % |
Net premiums earned in 2024 increased by $14.6 million or 20.3%, compared to 2023. Further, net premiums earned in 2023 increased by $38.6 million or 116.3%, compared to 2022. The increase in net premiums by line of business is relatively consistent with the trends noted for the gross premiums written. The change is also influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts.
Loss ratio
The components of the loss ratio were as follows:
| Year ended December 31, | 2024 | % Point Change | 2023 | % Point Change | 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current year: | |||||||||||||||
| Attritional loss ratio | 60.5 | % | (1.4) | % | 61.9 | % | 0.2 | % | 61.7 | % | |||||
| CAT losses | — | % | — | % | — | % | — | % | — | % | |||||
| Current year loss ratio | 60.5 | % | (1.4) | % | 61.9 | % | 0.2 | % | 61.7 | % | |||||
| Prior year reserve development ratio | (0.3) | % | (0.9) | % | 0.6 | % | (7.4) | % | 8.0 | % | |||||
| Loss ratio | 60.1 | % | (2.4) | % | 62.5 | % | (7.3) | % | 69.8 | % |
Current Year Loss Ratio
The current year loss ratio in 2024 decreased by 1.4%, compared to 2023 driven mainly by modest lower attritional loss ratio in our casualty, multiline and specialty lines due to new business; offset predominantly by a 2023 quota share reinsurance program in financial lines, which we did not renew but continued to earn premiums in 2024.
The current year loss ratio in 2023 increased marginally by 0.2%, compared to 2022.
The Innovations segment was not impacted by any CAT events for the years presented in the above table.
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Prior Year Reserve Development Ratio
Prior year reserve development ratio improved by 0.9% in 2024 compared to 2023, and by 7.4% in 2023 compared to 2022. Refer to Note 7 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.
Acquisition cost ratio
The acquisition cost ratio increased marginally by 0.2% to 31.4% in 2024 compared to 2023.We had lower acquisition costs predominantly from the financial line due to lower profit commission relating to a non-renewed program; offset mainly by new accounts in the multiline business, within our Syndicate 3456, at higher acquisition costs.
The acquisition cost ratio decreased by 2.3% to 31.2% in 2023 compared to 2022, primarily due to growth in net premiums earned from our Syndicate 3456 (included in multiline) to cover fixed acquisition costs, coupled with a change in business mix with growth in our casualty and specialty lines due to new accounts at lower acquisition costs.
Underwriting expense ratio
The underwriting expense ratio increased by 0.5% to 4.3% in 2024 compared to 2023, mainly due to an increase in personnel and overhead costs to support the Innovations business growth; partially offset by the 20.3% increase in net premiums earned to cover fixed costs.
The underwriting expense ratio decreased by 2.1% to 3.8% in 2023 compared to 2022, mainly due to the 116.3% increase in net premiums earned to cover fixed costs, partially offset by an increase in personnel costs to support the Innovations business growth.
Income before income taxes
The income before income taxes for Innovations was $1.8 million in 2024 compared to $1.4 million in 2023. The increase was mainly due to an increase in underwriting income, partially offset by lower net investment income driven by net downward valuation adjustments relating to certain Innovations private investments.
The income before income taxes for Innovations was $1.4 million in 2023 compared to $3.4 million in 2022. The decrease was driven by a decrease in net investment income mainly due to lower unrealized gains from our Innovations private investments, in part due to less favorable pricing conditions from financing rounds completed by our investees. This was partially offset by improved underwriting performance and lower Innovations-related expenses.
Other Corporate
Runoff Underwriting Business
In late 2023, we made the decision to not renew a property business due to significant CAT losses relating to unprecedented severe convective storms in the U.S. On the quota share reinsurance treaty bound in 2023, we continued to earn premiums in 2024 and incurred additional CAT losses from severe convective storms that occurred in 2024. For the years ended December 31, 2024, 2023, and 2022, we incurred an underwriting loss of $16.8 million, $18.4 million, and $6.0 million, respectively, including prior year adverse development of $6.2 million, $7.2 million, and $0.9 million, respectively. This was partially offset by investment income of $1.4 million, $2.3 million, and $0.1 million, respectively, relating to this runoff business.
We have reported the results of the above property runoff business as part of Corporate in Note 17 Segment Reporting in the consolidated financial statements.
Income from Investment in Solasglas
Our share of Solasglas’ net income increased by $4.9 million to $33.6 million in 2024 compared to 2023. For the year ended December 31, 2024, Solasglas reported a net investment return of 9.8%, compared to 9.4% for 2023. The following table provides a breakdown of the gross and net investment return for Solasglas:
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| 2024 | 2023 | ||||
|---|---|---|---|---|---|
| Long portfolio gains (losses) | 10.3 | % | 32.1 | % | |
| Short portfolio gains (losses) | (2.3) | (22.1) | |||
| Macro gains (losses) | 4.4 | 3.7 | |||
| Other income and expenses 1 | (1.6) | (3.2) | |||
| Gross investment return | 10.8 | % | 10.5 | % | |
| Net investment return 1 | 9.8 | % | 9.4 | % |
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 15 “Related Party Transactions” of the consolidated financial statements.
For the year ended December 31, 2024, the significant contributors to Solasglas’ investment return were long positions in gold, Kyndryl Holdings (KD) and GRBK. The largest detractors were three single-name short positions.
For the year ended December 31, 2023, the significant contributors to Solasglas’ investment return were long positions in GRBK, CONSOL Energy Inc., and a S&P 500 / U.S. interest rate derivative position. The most significant detractors were three single-name short positions.
Each month, we post on our website (www.greenlightre.com) the returns from our investment in Solasglas.
Financial Condition
Investments
The following table provides a breakdown of our total investments:
| At December 31, | 2024 | 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment in related party investment fund (Solasglas) | $ | 387,144 | 84.1 | % | $ | 258,890 | 78.0 | % | ||||||
| Other investments: | ||||||||||||||
| Private investments and unlisted equities | 71,867 | 15.6 | 71,157 | 21.4 | ||||||||||
| Debt and convertible debt securities | 1,293 | 0.3 | 2,136 | 0.6 | ||||||||||
| Total other investments | $ | 73,160 | 15.9 | % | $ | 73,293 | 22.0 | % | ||||||
| Total investments | $ | 460,304 | 100.0 | % | $ | 332,183 | 100.0 | % |
At December 31, 2024, our total investments increased by $128.1 million, or 38.6%, to $460.3 million from December 31, 2023. The increase was predominantly driven by $94.6 million of net contributions into Solasglas, coupled with the 9.8% net investment return in 2024. The contributions were funded partially from cash flows from operations and from the partial release of restricted cash.
Investments in Solasglas
DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price. The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price.
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The following table represents the composition of Solasglas’ investments:
| At December 31, | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Long % | Short % | Long % | Short % | |||||||||
| Equities and related derivatives | 73.9 | (43.3) | 90.2 | (53.8) | ||||||||
| Private and unlisted equity securities | 2.1 | — | 2.0 | — | ||||||||
| Debt instruments | 0.1 | — | 0.3 | — | ||||||||
| Total | 76.1 | % | (43.3) | % | 92.5 | % | (53.8) | % |
The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions. Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At December 31, 2024, Solasglas’ exposure to gold on a delta-adjusted basis was 10.1% (2023: 11.2%).
At December 31, 2024, 94.5% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 3.9% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and no instruments valued based on non-observable inputs (Level 3). At December 31, 2024, 1.6% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
Other Investments
The other investment holdings relate to private investments made by Innovations. At December 31, 2024, total other investments decreased marginally since December 31, 2023. During 2024 we made $1.7 million of new private investments compared to $7.1 million in the prior year. The increase in private investments was offset by $0.9 million of proceeds from a partial sale of one our holdings, coupled with net unfavorable change in fair value.
While we manage a diversified Innovations-related investment portfolio, our top five holdings accounted for 70% (2023: 67%) of the total carrying value. For further information, see Note 4 “Other Investments” of the consolidated financial statements.
Restricted cash and cash equivalents
We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash decreased by $20.2 million, or 3.3%, from $604.6 million at December 31, 2023, to $584.4 million at December 31, 2024, primarily due to release of collateral from our ceding insurers relating to legacy contracts in runoff.
Reinsurance balances receivable
Our reinsurance balances receivable increased by $85.1 million, or 13.7%, to $704.5 million from $619.4 million at December 31, 2023. This was driven primarily by $66.7 million increase in premiums receivable, net of collections, and $19.6 million in funds withheld from new and renewed reinsurance treaties.
Loss and LAE Reserves; Loss and LAE Recoverable
Our total gross loss and LAE reserves increased by $199.4 million, or 30.1%, to $861.0 million from $661.6 million at December 31, 2023. See Note 7 “Loss and Loss Adjustment Expense Reserves” of the consolidated financial statements for a summary of changes in outstanding loss and LAE reserves, current year CAT losses, prior period reserve development, and analysis of our incurred and paid claims development and claims duration for each of our reporting segments. In addition, refer to “Critical Accounting Estimates - Loss and LAE Reserves” within this MD&A for information on the reserving techniques, assumptions and processes we follow to estimate our loss and LAE reserves.
Our total loss and LAE recoverable increased by $60.1 million, or 234.0%, to $85.8 million since December 31, 2023, driven primarily by retrocession coverage on the current year CAT loss events and on the adverse reserve development relating to the Russian-Ukrainian conflict. Virtually all the outstanding balance is based on estimated recoveries not yet due. See Note 8 “Retrocession” of the consolidated financial statements for a description of the credit risk associated with our retrocessionaires.
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Catastrophe Loss Exposure
Most of our contracts have defined limits of liability that cap our risk exposure. Once these limits are reached, we are not liable for further losses. However, some contracts, especially quota share contracts covering first-dollar exposure, lack aggregate limits.
Our property and Lloyd’s business, and to a lesser extent our casualty and other business, in the Open Market segment include contracts with natural peril loss exposure. We monitor our catastrophe loss exposure using PML (net of retrocession and reinstatement premiums), which can vary based on simulated losses and our in-force business composition.
We track natural peril PMLs globally, focusing on peak peril regions and subdividing large geographic areas into individual peril zones. For natural catastrophe PMLs, we use catastrophe models at the 1-in-250-year return period, indicating a 0.4% probability of exceeding the estimated losses in any given year.
PMLs are best estimates based on available modeled data, and actual events may differ significantly from these models. Our PML estimates cover all significant exposures from our reinsurance operations, including property, marine and energy, motor, and catastrophe workers’ compensation.
At January 1, 2025, our estimated largest PML at a 1-in-250-year return period for a single event and in aggregate was $116.3 million and $129.1 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $89.7 million and $97.0 million, respectively, at January 1, 2024. Our PMLs increased as we grew our clients and accessed new business that met our profitability requirements.
The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period.
| January 1, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Net 1-in-250 Year Return Period | |||||||
| Peril | Single Event Loss | Aggregate Loss | |||||
| North Atlantic Hurricane | $ | 116,309 | $ | 129,144 | |||
| Southeast Hurricane | 99,968 | 99,968 | |||||
| Gulf of Mexico Hurricane | 53,724 | 53,841 | |||||
| Northeast Hurricane | 58,973 | 58,973 | |||||
| North America Earthquake | 111,446 | 113,280 | |||||
| California Earthquake | 97,033 | 97,644 | |||||
| Pacific Northwest Earthquake | 45,101 | 45,101 | |||||
| Other N.A. Earthquake | 43,163 | 43,278 | |||||
| Japan Earthquake | 34,133 | 34,664 | |||||
| Japan Windstorm | 23,198 | 24,421 | |||||
| Europe Windstorm | 63,075 | 67,628 |
Liquidity and Capital Resources
Liquidity
Liquidity is a measure of a company’s ability to generate sufficient cash flows to meet the short-term and long-term cash requirements of its business operations. We manage liquidity at the holding company and operating subsidiary level.
Holding Company
Greenlight Capital Re is a holding company with no operations of its own and its assets consist primarily of investments in its subsidiaries. Accordingly, Greenlight Capital Re’s future cash flows depend on the availability of dividends or other statutorily permissible distributions, such as returns of capital, from its subsidiaries. The ability to pay dividends and/or distributions is limited by:
•the applicable laws and regulations of the countries in which Greenlight Capital Re’s subsidiaries operate (see Note 18 “Statutory Requirements” to the consolidated financial statements);
•the need to maintain adequate capital levels to support our reinsurance operations; and
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•the need to preserve our current “A- (Excellent)” rating by A.M. Best.
As a holding company, Greenlight Capital Re has minimal continuing cash needs, most of which are related to the payment of corporate and general administrative expenses and interest expenses. Our current policy is to retain earnings to support the growth of our business. We currently do not expect to pay dividends on our ordinary shares.
We anticipate positive cash flows from operations (underwriting activities and investment income) to be sufficient to cover cash outflows under most loss scenarios in the near term. Based on expected cash flows from operations, financing arrangements and redemptions from related party investment fund as needed (subject to three day’s notice to the general partner), we believe we have sufficient liquidity to cover our working capital requirements and other contractual obligations and commitments through the foreseeable future.
Operating Subsidiaries
Our sources of funds from operating subsidiaries consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income. We use cash from our operations to pay losses and loss adjustment expenses, profit commissions, interest, and G&A expenses. Our reinsurance business inherently provides liquidity as premiums are received in advance of the time claims are paid. However, the amount of cash required to fund loss payments can fluctuate significantly from period to period due to the low frequency / high severity nature of certain types of business we write.
The following table summarizes our sources and uses of funds:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Total cash provided by (used in): | ||||||
| Operating activities | $ | 111,504 | $ | 7,507 | ||
| Investing activities | (96,562) | (53,133) | ||||
| Financing activities | (21,240) | (5,292) | ||||
| Effect of currency exchange on cash(1) | (345) | 100 | ||||
| Net cash inflows (outflows) | (6,643) | (50,818) | ||||
| Cash, beginning of period | 655,730 | 706,548 | ||||
| Cash, end of period | $ | 649,087 | $ | 655,730 |
(1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 5 “Restricted Cash and Cash Equivalents” of the consolidated financial statements.
Cash provided by operating activities
The $104.0 million increase in cash provided by operating activities was driven mainly by the ebb and flow from our underwriting activities. Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and LAE, payments of retrocession premiums, and operating expenses. Cash provided by operating activities may vary significantly from period to period due to the timing of these inflows and outflows.
Cash used in investing activities
The $43.4 million increase in cash used for investing activities was driven predominantly by an increase in the net contribution to Solasglas.
Cash used in financing activities
Financing cash outflows in 2024 were driven mainly by the $7.5 million of share repurchases and $13.8 million of debt repayments.
Financing cash outflows in 2023 were driven by the $17.2 million repurchase of convertible senior notes; partially offset by the net proceeds from the debt refinancing where we issued $75.0 million of Term Loans to repay the remaining $62.1 million convertible senior notes.
Capital Resources
The following table summarizes our debt and capital structure:
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| 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Debt - outstanding principal | $ | 60,313 | $ | 74,062 | |||
| Shareholders’ equity | 635,879 | 596,095 | |||||
| Total capital | $ | 696,192 | $ | 670,157 | |||
| Ratio of debt to shareholders’ equity | 9.5 | % | 12.4 | % |
The debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength. In addition to the above capital, we also have LOC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer (see Note 9 “Debt and Credit Facilities” of the consolidated financial statements for further information).
Debt
As a result of a $10.0 million voluntary repayment and regular quarterly installments, our total debt (including accrued interest) decreased by $12.5 million, or 17.1%, to $60.7 million at the end of December 31, 2024, down from $73.3 million on December 31, 2023.
Total shareholders’ equity
Total shareholders’ equity increased by $39.8 million to $635.9 million, compared to $596.1 million at December 31, 2023. The increase was primarily due to the net income of $42.8 million reported for the year, coupled with share-based compensation adjustment to additional paid-in capital. This was partially offset by $7.5 million of share repurchases in the open market at an average price of $13.68 per share.
At December 31, 2024, there were 34,831,324 outstanding ordinary shares, a decrease of 505,408 since December 31, 2023, mainly due to 547,402 of share repurchases offset partially by issuance of restricted shares and ordinary shares for vested RSUs, net of forfeitures.
We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future. However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have renewed our $200.0 million shelf registration by filing the Form S-3 registration statement with the SEC, which became effective on July 5, 2024, and will expire on July 1, 2027.
Contractual Obligations and Commitments
At December 31, 2024, our contractual obligations and commitments by period due were as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating activities | ||||||||||||||||||
| Loss and loss adjustment expense reserves (1) | $ | 338,361 | $ | 297,034 | $ | 105,899 | $ | 119,675 | $ | 860,969 | ||||||||
| Operating lease obligations (2) | 686 | 377 | — | — | 1,063 | |||||||||||||
| Financing activities | ||||||||||||||||||
| Debt (principal payments) (3) | 3,016 | 57,297 | — | — | 60,313 | |||||||||||||
| Total | $ | 342,062 | $ | 354,708 | $ | 105,899 | $ | 119,675 | $ | 922,345 |
(1) Due to the nature of our reinsurance operations, the actual amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain. We have not taken into account corresponding reinsurance recoverable on unpaid amounts that would be due to us.
(2) See Note 16 “Commitments and Contingencies” of the consolidated financial statements.
(3) See Note 9 “Debt and Credit Facilities” of the consolidated financial statements.
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Critical Accounting Estimates
Our consolidated financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part I, Item IA. — Risk Factors,” cause actual events or results to differ materially from our underlying assumptions or estimates. In that case, there could be a material adverse effect on our results of operations, financial condition, or liquidity.
We believe the following are the critical accounting estimates used to prepare our consolidated financial statements:
•Premium recognition
•Loss and LAE reserves
•Investments valuation
The following provides a summary of our accounting policies for the above critical accounting estimates.
Premium Recognition
Gross Premiums Written
We record our property and casualty reinsurance premiums as premiums written based on our best estimate of the ultimate premiums for the contract period. Our estimates are based on actuarial pricing models, information received from ceding companies, and from Lloyd’s syndicates (for FAL business). Further, we record reinsurance premiums so long as they meet the risk transfer criteria under U.S. GAAP (see “Deposit Contracts” below).
The recognition of gross premiums written will vary based on the type of the reinsurance contract as follows:
•Excess of loss contracts: typically the contracts state premiums as a percentage of the subject premiums written by the client, subject to a minimum and deposit premium. The minimum and deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term. At the inception of the contract, we record the total contractual minimum and deposit premium, which is subsequently adjusted when the actual subject premium is known. Generally, the adjustment to actual is not material on an aggregate basis.
•Quota share (also known as proportional) contracts: we record our participation share of the estimated ultimate premiums in the same periods in which the underlying insurance contracts are written. For example, for a 12-month quota share reinsurance contract, we will recognize the estimated gross premiums written over 12 months, generally on a linear basis.
•For multi-year contracts: we record reinsurance premiums at the inception of the contract based on our best estimate of total premiums to be received. Premiums are recognized on an annual basis for multi-year contracts where the cedants have the ability to unilaterally commute or cancel coverage within the term of the contract.
We write mostly quota share reinsurance treaties. The following table provides a summary of our estimated gross premiums written for quota share reinsurance contracts incepting during the year:
| 2024 | 2023 | 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Open Market segment | $ | 402,666 | $ | 358,230 | $ | 350,595 | ||||
| Innovations segment | 45,494 | 44,133 | 33,030 | |||||||
| Property runoff | — | 42,744 | 54,511 | |||||||
| Total quota share estimated premiums | 448,160 | 445,107 | 438,136 | |||||||
| Consolidated gross premiums written | 698,335 | 636,810 | 563,171 | |||||||
| As of % of total consolidated | 64 | % | 70 | % | 78 | % |
We regularly review premium estimates. Such review includes our experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to
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expected ultimate premiums, along with a review of the aging and collection of premiums. We evaluate the appropriateness of the premium estimates on the basis of these reviews and record any adjustments to these estimates in the period in which they are determined. Changes in premium estimates, including premium receivable on both excess of loss and quota share contracts, are not unusual and may result in significant adjustments in any period. A portion of amounts included in “Reinsurance balances receivable” in the consolidated balance sheets represent estimated premiums written, net of commissions and brokerage, that are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract with no remaining coverage period are earned in full when written.
Certain contracts provide for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs, based on management’s estimates of the ultimate reinstatement premiums. These estimates are subsequently adjusted when actual reinstatement premiums are known.
Net Premiums Earned
We earn premiums over the risk coverage period. Unearned premiums represent the unexpired portion of reinsurance provided. Changes in circumstances subsequent to the inception of contracts can impact the earnings period. For instance, when exposure limits for a reinsurance contract are reached, any associated unearned premiums are fully earned.
Excess of loss reinsurance contracts are generally written on a “losses occurring” or “claims made” basis over the term of the policy. Accordingly, premiums are earned evenly over the contract term, which is generally 12 months.
Line slip or proportional insurance/reinsurance contracts are generally written on a “risks attaching” basis, covering claims that relate to the underlying policies written during the terms of these contracts. As the underlying business incepts throughout the contract term, which is generally one year, and the underlying business generally has a one year coverage period, these premiums are generally earned evenly over a 24-month period from inception. For certain classes within financial and specialty lines of business, the underlying risk exposure period extend over several years and accordingly these premiums are earned over up to 60-months.
Deposit Contracts
If we determine that a reinsurance contract does not transfer sufficient risk to merit reinsurance accounting treatment, we report the premium we receive as a deposit liability. Similarly, we report the premium we pay as a deposit asset for ceded contracts that do not transfer sufficient risk to merit reinsurance accounting. Any income and expense on deposit-accounted contracts is calculated using the interest method and recorded in the consolidated statements of operations under “Other income (expense)” and “Deposit interest expense,” respectively.
Loss and LAE Reserves
Estimating our loss and LAE reserves involves a considerable degree of judgment, and our estimates as of any given date are inherently uncertain. Estimating loss and LAE reserves requires us to make assumptions regarding reporting and development patterns, frequency and severity trends, claims settlement practices, potential changes in legal environments, inflation, loss amplification, foreign exchange movements, and other factors. These estimates and judgments are based on numerous considerations and are often revised as (i) we receive changes in loss amounts reported by ceding companies and brokers; (ii) we obtain additional information, experience, or other data; (iii) we develop new or improved methodologies; or (iv) we observe changes in the legal environment.
Our loss and LAE reserves relating to short-tail property risks are typically reported to us and settled more promptly than those relating to long-tail risks. However, the timeliness of loss reporting can be affected by such factors as the nature of the event causing the loss, the location of the loss, whether the loss is from policies in force with primary insurers or with reinsurers, and where our exposure falls within the cedent’s overall reinsurance program.
Our loss and LAE reserves are composed of case reserves (based on claims reported to us) and IBNR reserves, including the associated claims handling costs. The following table summarizes our gross reserves for loss and LAE for each of the reportable segments, by line of business, and the runoff business at December 31, 2024:
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| Case reserves | IBNR | Total loss and LAE reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Open Market segment: | |||||||||||
| Casualty | $ | 72,547 | $ | 127,268 | $ | 199,815 | |||||
| Financial | 25,088 | 38,167 | 63,255 | ||||||||
| Health | 3 | 176 | 179 | ||||||||
| Multiline | 51,735 | 145,638 | 197,373 | ||||||||
| Property | 39,623 | 55,119 | 94,742 | ||||||||
| Specialty | 22,129 | 192,282 | 214,411 | ||||||||
| Total Open Market segment | 211,125 | 558,650 | 769,775 | ||||||||
| Innovations segment: | |||||||||||
| Casualty | 672 | 21,587 | 22,259 | ||||||||
| Financial | 876 | 3,048 | 3,924 | ||||||||
| Health | 399 | 995 | 1,394 | ||||||||
| Multiline | 11,963 | 34,697 | 46,660 | ||||||||
| Specialty | 972 | 1,776 | 2,748 | ||||||||
| Total Innovations segment | 14,882 | 62,103 | 76,985 | ||||||||
| Corporate (property business in runoff) | 4,626 | 9,583 | 14,209 | ||||||||
| Total | $ | 230,633 | $ | 630,336 | $ | 860,969 | |||||
| % of total | 27 | % | 73 | % | 100 | % |
We determine case reserve estimates based on loss reports received. We determine our IBNR reserve estimates using standard actuarial methods and a combination of our own historical and current loss experience, insurance industry loss experience, assessments of pricing adequacy trends, and our professional judgment. In estimating our IBNR reserve, we estimate the total ultimate loss and LAE we expect to incur and subtract paid claims and case reserves.
The nature and extent of our judgment in the reserving process depend in part upon the type of business. Some of our property treaty reinsurance contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes. Given the nature of these events, traditional actuarial reserving methods may not be reliable indicators of the final outcome. As such, for contracts or losses of this type, we estimate the ultimate cost associated with a single loss event rather than perform analysis on the historical development patterns of past events to estimate the ultimate losses for an entire accident year. We estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event.
For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques. We supplement our analysis with industry loss ratio and development pattern information in conjunction with our own experience. The weight given to a particular method will depend on many factors, including the homogeneity within the class of business, the volume of losses, the maturity of the accident year, and the length of the expected development tail. For example, the expected loss ratio method assumes that the ratio of premiums and losses remains constant. In contrast, development methods rely on observable patterns within reported losses, both historical and newly reported, to establish a view of the ultimate loss incurred. Therefore, as an accident year matures, we may migrate from an expected loss ratio method to an incurred development method.
As a predominantly broker-market reinsurer for both excess-of-loss and proportional contracts, we rely on loss information reported to brokers by primary insurers who, in turn, must estimate their losses at the policy level, often based on incomplete and changing information. The information we receive varies by cedent and may include paid losses, estimated case reserves, and an estimated provision for IBNR reserves. Reserving practices and data-reporting quality differ among ceding companies, which adds further uncertainty to our estimation of ultimate losses. The nature and extent of information received from ceding companies and brokers also vary widely depending on the type of coverage, the contractual reporting terms (which are affected by market conditions and practices), and other factors. Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies.
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Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts. The time lags, coupled with the combined characteristics of low claim frequency and high claim severity on such contracts, make the available data less useful for predicting ultimate losses.
In the case of proportional contracts, we rely on an analysis of a cedent’s historical experience, industry information, and the underwriters’ professional judgment in estimating reserves. We also utilize ultimate loss ratio forecasts when reported by cedents and brokers, which are ordinarily subject to three to six-month lags for proportional business. Due to our reliance on ceding companies for claims reporting, our reserve estimates are highly dependent on ceding companies’ judgment. Furthermore, during the loss settlement period, which may last several years, additional facts regarding individual claims and trends will often become known, and case law may change, affecting ultimate expected losses.
Since we rely on ceding company data in establishing our loss and LAE reserves, we maintain procedures designed to mitigate the risk that such information is incomplete or inaccurate. These procedures include: (i) comparisons of expected premiums to reported premiums, which helps us to identify delinquent client periodic reports; (ii) ceding company audits to identify inaccurate or incomplete reporting of claims and ensure that claims are actively and appropriately managed in line with agreed protocols and settlement authority limits; and (iii) underwriting reviews to ascertain that the losses ceded are covered as provided under the contract terms. These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop.
We engage an independent third-party actuarial firm to perform a quarterly reserve review and annually opine on the reasonableness and adequacy of the aggregate loss reserves. We provide the third-party actuarial firm with our pricing models, reserving analysis, and other data. The actuarial firm may also inquire about the various assumptions and estimates used in the reserving analysis. The actuarial firm independently creates its own reserving models based on industry loss information, augmented by client-specific loss information and independent assumptions and estimates. Based on various reserving methodologies that the actuarial firm considers appropriate, it creates a loss reserve estimate for each segment in the portfolio. It recommends an aggregate loss reserve, including IBNR. In the event of material differences between our aggregated booked reserves and the actuarial firm's recommended reserves, the reserving committee would be notified, with the reserves adjusted as deemed appropriate. To date, there have been no material differences resulting from the external actuary’s reviews requiring adjustments to our booked reserves.
We monitor the development of our prior-year losses during subsequent calendar years by comparing the actual reported losses against previous estimates and current expectations. The analysis of this loss development is important to the ongoing refinement of our reserving assumptions. Each additional year of loss experience with a given cedent provides additional insight into the accuracy and timeliness of previously reported information.
Estimating loss reserves for our book of longer-tail casualty reinsurance business, which we write on both a proportional and non-proportional basis, involves further uncertainties. In addition to the uncertainties described above, casualty business is generally subject to longer reporting lags than property business, and claims often take several years to settle. During this period, additional factors and trends will be revealed, and we may adjust our reserves accordingly. Therefore, any factors that extend the time until our cedents settle claims add uncertainty to the reserving process.
The uncertainties inherent in the reserving process and the potential for unforeseen developments, including changes in laws and the prevailing interpretation of policy terms, may result in our loss and LAE reserves being materially greater or less than the loss and LAE reserves we initially established. We reflect adjustments to our loss and LAE reserves in our financial results during the period they are determined. Changes to our prior year loss reserves will impact our current underwriting results by improving our results if the prior year reserves prove redundant or impairing our results if the prior year reserves prove insufficient.
We believe that our reserves for loss and LAE are sufficient to cover losses that fall within the terms of our policies and agreements with our insured and reinsured customers based on the methodologies used to estimate those reserves. However, we can provide no assurance that actual losses will not (i) be less than or (ii) exceed our total established reserves.
Please refer to Notes 2 “Significant Accounting Policies - Loss and Loss Adjustment Expense Reserves and Recoverable” and 7 “Loss and Loss Adjustment Expense Reserves” of our consolidated financial statements for a more detailed explanation of our loss reserving methodology and the loss development tables by accident year, respectively, as required under U.S. GAAP.
Investments Valuation
We carry our investment in Solasglas at fair value, based on the most recent net asset value obtained from Solasglas’ third-party administrator. Further, Solasglas’ financial statements for the years ended December 31, 2024, 2023, and 2022 were subject to
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an independent audit in which Solasglas’ external auditors issued an unqualified opinion for these years (see “Report of Independent Registered Public Accounting Firm” in the Exhibits).
Other investments in our consolidated balance sheets includes private and unlisted equity securities that do not have readily determinable fair values. We determine these private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting date, we qualitatively consider whether the investment is impaired on the basis of certain impairment indicators. If we determine that the equity security is impaired on the basis of the qualitative assessment and the estimated fair value is less than the carrying value, we recognize an impairment loss in “Net investment income (loss)” in the consolidated statements of operations. We determine realized gains and losses from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate). These gains and losses are also included in “Net investment income (loss)” in the consolidated statements of operations.
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FY 2023 10-K MD&A
SEC filing source: 0001385613-24-000016.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management’s discussion and analysis (“MD&A”) of our results of operations for the years ended December 31, 2023, and 2022, and our financial condition at December 31, 2023 and 2022. This discussion should be read in conjunction with “Part II, Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Page
| Overview | 51 |
|---|---|
| Business Overview | 51 |
| Outlook and Trends | 51 |
| Revenues and Expenses | 51 |
| Key Financial Measures and Non-GAAP Measures | 52 |
| Consolidated Results of Operations | 55 |
| Financial Condition | 63 |
| Liquidity and Capital Resources | 66 |
| Liquidity | 66 |
| Capital Resources | 67 |
| Contractual Obligations and Commitments | 68 |
| Critical Accounting Estimates | 69 |
| Premium Revenues | 69 |
| Loss and Loss Adjustment Expense Reserves | 70 |
| Investments | 72 |
For the discussion and analysis of our results of operations and changes in financial condition for the year ended December 31, 2022 compared to the year ended December 31, 2021, refer to our 2022 Annual Report.
All amounts are reported in U.S. dollars, unless otherwise noted. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted.
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Overview
Business Overview
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces. Refer to “Part 1, Item 1. Business” for additional information.
We earned a net income of $86.8 million for the year ended December 31, 2023, an increase of $61.5 million, or 243% over the prior year, as a result of favorable reinsurance pricing conditions with lower losses from catastrophe and weather-related events (collectively referred as “CAT losses”), coupled with favorable rising interest rate environment for our cash and fixed maturity investments (relating to the Lloyd’s syndicates) as well as favorable foreign exchange movement in 2023.
The following is a summary of our financial performance for the year ended December 31, 2023, compared to the prior year:
•Gross premiums written was $636.8 million, an increase of 13.1%;
•Net premiums earned was $583.1 million, an increase of 24.2%;
•Net underwriting income (1) was $32.0 million, compared to an underwriting loss of $10.7 million;
•Total investment income was $66.1 million, a decrease of 4.2% (include 9.4% net return from our investment in SILP, compared to 25.3%);
•Diluted EPS was $2.50, an increase of 242%; and
•Fully diluted book per share(1) was $16.74, an increase of 16.8%.
(1) See “Key Financial Measures and Non-GAAP Measures” section of this MD&A.
Outlook and Trends
Following strong pricing improvements at the January 1, 2023 renewal season and throughout 2023 (primarily in property catastrophe, aviation, war and terror and marine), we witnessed a more disciplined but still attractive January 1, 2024 renewal season. In the property market we noted additional capacity entering the market, but we still saw favorable market conditions to grow our book. On our Specialty and FAL books, we noted a healthy amount of competitive interest but we were successful in securing the accounts we targeted for both renewal and new business with some modest rate increases.
The global inflationary pressures have abated from their recent highs. However, we believe loss cost inflation will continue to be a significant concern within the (re)insurance industry, as it can add uncertainty to the cost of claims, particularly for classes of business with long payout tails. As a result, it creates pricing challenges for new business and valuation challenges in claims reserves. We continue to manage these concerns and risks in multiple ways:
•Our underwriting strategy focuses on relatively shorter-tailed business, which is inherently less exposed to inflation than longer-tailed lines. We estimate the payout duration of our existing reserves at less than three years.
•We incorporate inflation assumptions in all our pricing and reassess these assumptions frequently.
•We are minimizing our exposure to classes that are experiencing severe supply-chain-driven inflation.
The rising interest rate environment over the last two years has had a mixed impact on our financial results. The Term Loans we secured in 2023 are partially exposed to fluctuations in the SOFR interest rate, and we stand to benefit if the interest rates start decreasing. The higher interest rates have improved the yield on our restricted cash and cash equivalents and our funds held at Lloyd’s. To the extent interest rates begin to decrease, we may see some of these trends reverse. The SILP investment portfolio is positioned to benefit from an inflationary environment.
Revenues and Expenses
Revenues
We derive our revenues from two principal sources:
•premiums from reinsurance on property and casualty business assumed (net of any premiums ceded) - see “Critical Accounting Estimates” section of this MD&A; and
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•income from investments, including:
•income (or loss) generated from our investment in SILP, net of management fee and performance compensation;
•gains (or losses) from our other investments, including Innovations-related investments; and
•interest income on our cash and cash equivalents and FAL.
In addition, we may from time to time derive other income from foreign exchange gains (or losses) relating to underwriting balances, net investment income from Lloyd’s syndicates, fees generated from advisory services, and fees relating to overrides, profit commissions, and fees due upon the early termination of contracts.
Expenses
Our expenses consist primarily of the following:
| ● | underwriting losses and LAE; | |
|---|---|---|
| ● | acquisition costs; | |
| ● | general and administrative (“G&A”) expenses; and | |
| ● | interest expense on deposit-accounted contracts and debt. |
The extent of our net losses and LAE incurred is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage. Refer to “Critical Accounting Estimates” section of this MD&A.
Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term.
General and administrative expenses consist primarily of salaries and benefits and related costs, including costs associated with our incentive compensation plan, bonuses, and stock compensation expenses. General and administrative expenses also include professional fees (non-claim related), travel and entertainment, information technology, rent, and other general operating costs. General and administrative expenses reported in our consolidated statements of operations include both underwriting and corporate expenses.
Deposit interest expense relates to the accretion costs for deposit-accounted contracts that did not meet the risk transfer condition for reinsurance accounting under U.S. GAAP.
Interest expense consists of interest paid and accrued on our debt and the amortization of the related deferred financing costs.
Key Financial Measures and Non-GAAP Measures
Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
The key non-GAAP financial measures used in this Annual Report are:
•Fully diluted book value per share; and
•Net underwriting income (loss).
These non-GAAP financial measures are described below.
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Fully Diluted Book Value Per Share
Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our incentive compensation plan.
We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S. GAAP measure, which in our view is the basic book value per share.
We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements. In prior years, we calculated the basic book value per share by modifying the denominator to exclude unearned performance-based restricted shares granted after December 31, 2021. We have revised this calculation in 2023 to eliminate the basic book value per share non-GAAP financial measure and have restated the 2022 comparative basic book value per share in the table below and elsewhere in this Annual Report to conform with the current presentation.
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options and all outstanding restricted stock units “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
| December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Numerator for basic and fully diluted book value per share: | ||||||
| Total equity as reported under U.S. GAAP | $ | 596,095 | $ | 503,120 | ||
| Denominator for basic and fully diluted book value per share: | ||||||
| Ordinary shares issued and outstanding as reported and denominator for basic book value per share | 35,336,732 | 34,824,061 | ||||
| Add: In-the-money stock options and all outstanding RSUs | 264,870 | 277,960 | ||||
| Denominator for fully diluted book value per share | 35,601,602 | 35,102,021 | ||||
| Basic book value per share | $ | 16.87 | $ | 14.45 | ||
| Increase in basic book value per share ($) | $ | 2.42 | $ | 0.40 | ||
| Increase in basic book value per share (%) | 16.8 | % | 2.8 | % | ||
| Fully diluted book value per share | $ | 16.74 | $ | 14.33 | ||
| Increase in fully diluted book value per share ($) | $ | 2.41 | $ | 0.34 | ||
| Increase in fully diluted book value per share (%) | 16.8 | % | 2.4 | % |
Net Underwriting Income (Loss)
One way that we evaluate the Company’s underwriting performance is by measuring net underwriting income (loss). We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations. We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance. Management also believes this measure follows industry practice and allows the users of financial information to compare the Company’s performance with that of our industry peer group.
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Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used to calculate net income before taxes under U.S. GAAP. We calculate net underwriting income (loss) as net premiums earned less net loss and loss adjustment expenses, acquisition costs, underwriting expenses (including related G&A expenses), and deposit interest expense. The measure excludes, on a recurring basis: (1) investment income (loss); (2) other income (expense) not related to underwriting, including foreign exchange gains or losses, and Lloyd’s interest income and expense; (3) corporate G&A expenses; and (4) interest expense. We exclude total investment income or loss, foreign exchange gains or losses, and Lloyd’s interest income or expense as we believe these items are influenced by market conditions and other factors unrelated to underwriting decisions. Additionally, we exclude corporate G&A and interest expenses because these costs are generally fixed and not incremental to or directly related to our underwriting operations. We believe all of these amounts are largely independent of our underwriting process, and including them could hinder the analysis of trends in our underwriting operations. Net underwriting income (loss) should not be viewed as a substitute for U.S. GAAP net income before income taxes.
The reconciliations of net underwriting income (loss) to income (loss) before income taxes (the most directly comparable U.S. GAAP financial measure) on a consolidated basis are shown below:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Income (loss) before income tax | $ | 86,930 | $ | 24,526 | ||
| Add (subtract): | ||||||
| Total investment (income) loss | (66,063) | (68,983) | ||||
| Other non-underwriting (income) expense | (17,872) | 11,777 | ||||
| Corporate expenses | 23,653 | 17,793 | ||||
| Interest expense | 5,344 | 4,201 | ||||
| Net underwriting income (loss) | $ | 31,992 | $ | (10,686) |
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Consolidated Results of Operations
The table below summarizes our consolidated operating results for the years ended December 31:
| 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|
| Underwriting revenue | |||||||
| Gross premiums written | $ | 636,810 | $ | 563,171 | |||
| Gross premiums ceded | (42,762) | (33,429) | |||||
| Net premiums written | 594,048 | 529,742 | |||||
| Change in net unearned premium reserves | (10,901) | (60,265) | |||||
| Net premiums earned | 583,147 | 469,477 | |||||
| Underwriting related expenses | |||||||
| Net loss and loss adjustment expenses incurred: | |||||||
| Current year | 348,798 | 316,367 | |||||
| Prior year (1) | 11,206 | 118 | |||||
| Net loss and loss adjustment expenses incurred | 360,004 | 316,485 | |||||
| Acquisition costs | 168,877 | 143,148 | |||||
| Underwriting expenses | 19,587 | 13,813 | |||||
| Deposit interest expense | 2,687 | 6,717 | |||||
| Net underwriting income (loss) (2) | 31,992 | (10,686) | |||||
| Income from investment in SILP | 28,696 | 54,844 | |||||
| Net investment income | 37,367 | 14,139 | |||||
| Total investment income | 66,063 | 68,983 | |||||
| Corporate expenses | 23,653 | 17,793 | |||||
| Foreign exchange (gains) losses | (11,566) | 5,988 | |||||
| Other (income) expense, net | (6,306) | 5,789 | |||||
| Interest expense | 5,344 | 4,201 | |||||
| Income tax expense (benefit) | 100 | (816) | |||||
| Net income | $ | 86,830 | $ | 25,342 | |||
| Earnings per share: | |||||||
| Basic | $ | 2.55 | $ | 0.75 | |||
| Diluted | $ | 2.50 | $ | 0.73 | |||
| Underwriting ratios: | |||||||
| Loss ratio - current year | 59.8 | % | 67.4 | % | |||
| Loss ratio - prior year | 1.9 | % | — | % | |||
| Loss ratio | 61.7 | % | 67.4 | % | |||
| Acquisition cost ratio | 29.0 | % | 30.5 | % | |||
| Composite ratio | 90.7 | % | 97.9 | % | |||
| Underwriting expense ratio | 3.8 | % | 4.4 | % | |||
| Combined ratio | 94.5 | % | 102.3 | % |
1 The net financial impacts associated with changes in the estimate of losses incurred in prior years, which incorporate earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest expense, were a loss of $15.7 million in 2023 (2022: $12.2 million).
2 Net underwriting income (loss) is a non-GAAP financial measure. See “ Key Financial Measures and Non-GAAP Measures” above for discussion and reconciliation of non-GAAP financial measures.
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The following provides further details on the significant variances for the year ended December 31, 2023, compared to 2022.
Overview
For the year ended December 31, 2023, fully diluted book value per share increased by $2.41, or 16.8%, to $16.74 per share and basic book value per share increased by $2.42, or 16.8%, to $16.87 per share since December 31, 2022 driven by strong underwriting performance.
For the year ended December 31, 2023, our net income increased by $61.5 million to $86.8 million, driven mainly by the following:
•Underwriting income: Increased by $42.7 million to $32.0 million, primarily driven by combined ratio improving 7.8 percentage points mainly due to lower CAT losses and favorable pricing in 2023, partially offset by an increase in adverse loss development from prior years. For further information on CAT losses and prior year loss development, refer to Note 7 - Loss and Loss Adjustment Expense Reserves of the consolidated financial statements.
•Investment income: Declined by $2.9 million to $66.1 million. While we benefited from the rising U.S. interest rates on our cash and short-term investment holdings, this was offset by a decline in SILP’s net income. SILP generated a net return of 9.4% in 2023, compared to 25.3% in 2022.
•Foreign exchange gains: Increased by $17.6 million driven mainly by the strengthening of the U.S. dollar over the pound sterling.
•Other income: Increased by $12.1 million driven primarily by an increase in investment income on funds withheld by third party Lloyd’s syndicates. The Lloyd’s syndicates invest a portion of these funds in fixed-maturity securities and investment funds. We record our share of the investment income and fair value adjustments on these securities when the syndicates report them to us, generally on a quarter in arrears.
•Corporate expenses: Increased by $5.9 million primarily driven by $4.3 million of severance relating to the separation agreement entered with our former CEO. For further details, see “Separation Agreement with CEO” in Note 15 - “Related Party Transactions” in the consolidated financial statements.
Underwriting Results by Segment
For our Property and Casualty Reinsurance segment, we analyze it based on three lines of business: “property,” “casualty,” and “other.”
Gross Premiums Written
Details of gross premiums written are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||
| Property | $ | 113,291 | 17.8 | % | $ | 85,323 | 15.2 | % | ||||||
| Casualty | 351,037 | 55.1 | 325,103 | 57.7 | ||||||||||
| Other | 172,482 | 27.1 | 152,745 | 27.1 | ||||||||||
| Total | $ | 636,810 | 100.0 | % | $ | 563,171 | 100.0 | % |
As a result of our underwriting philosophy, the total premiums we write and the mix of premiums between property, casualty, and other business, may vary significantly from period to period depending on the market opportunities we identify.
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Our gross premiums written increased by $73.6 million, or 13.1%, compared to the same period in 2022. The following table provides a further analysis of this overall increase:
| Gross Premiums Written | ||||||
|---|---|---|---|---|---|---|
| Year ended December 31, 2023 | ||||||
| Increase (decrease) ($ in millions) | % change | Explanation | ||||
| Property | $28.0 | 32.8% | The increase was driven from growth in our Commercial class, mainly due to new quota share treaties bound in mid-2022 and new Innovations contracts via Syndicate 3456 in 2023. This resulted in a change in business mix for Property, predominantly with Commercial and Personal which accounted for 46% and 54%, respectively, of total Property, compared to 17% and 80%, respectively, for the same period in 2022. | |||
| Casualty | $25.9 | 8.0% | The increase was driven mainly from growth in General Liability, Professional Liability, and Motor Liability from new contracts and premiums written from quota share treaties bound in 2022. This growth was partially offset by a reduction in the Workers’ Compensation class, where we have significantly reduced our appetite for quota share treaties beginning in 2022, coupled with a premium decrease in the Multi-line class. As a result, the business mix within our Casualty line of business has shifted between General Liability and Multi-line classes, accounting for 27% and 62% of total Casualty, respectively, compared to 19% and 69%, respectively, in same period in 2022. | |||
| Other | $19.7 | 12.9% | The increase was driven mainly by new contracts within our Marine class and Other Specialty class, primarily in energy, aviation and cyber risk. This was partially offset by a reduction in premiums from our Financial class, predominantly due to lower merger and acquisition activity in 2023 impacting premium from transactional liability programs, partially offset by new premiums from credit and surety contracts. As a result, the change in business mix was follows: Other Specialty, Financial, and Marine represented 45%, 33%, and 18%, respectively, compared to 36%, 44%, and 15%, respectively, for the same period in 2022. |
Premiums Ceded
For the year ended December 31, 2023, ceded premiums were $42.8 million, or 6.7% of gross premiums written, compared to $33.4 million, or 5.9% of gross premiums written, for the year ended December 31, 2022. The increase was mainly due to purchasing an aviation quota share retrocession coverage, as well as an additional $10.0 million excess of loss coverage to manage our exposure to marine and energy.
Net Premiums Written
Details of net premiums written are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||
| Property | $ | 94,651 | 15.9 | % | $ | 67,680 | 12.8 | % | ||||||
| Casualty | 337,111 | 56.7 | 315,935 | 59.6 | ||||||||||
| Other | 162,286 | 27.3 | 146,127 | 27.6 | ||||||||||
| Total | $ | 594,048 | 100.0 | % | $ | 529,742 | 100.0 | % |
Our net premiums written increased by $64.3 million, or 12.1%, compared to the year ended December 31, 2022. The movement in net premiums written resulted from the changes in gross premiums written and ceded during the periods.
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Net Premiums Earned
Details of net premiums earned are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||
| Property | $ | 86,539 | 14.8 | % | $ | 52,397 | 11.2 | % | ||||||
| Casualty | 331,196 | 56.8 | 289,820 | 61.7 | ||||||||||
| Other | 165,412 | 28.4 | 127,260 | 27.1 | ||||||||||
| Total | $ | 583,147 | 100.0 | % | $ | 469,477 | 100.0 | % |
Net premiums earned increased by $113.7 million or 24.2%, compared to the prior year. The change in net premiums earned is primarily a function of the amount and timing of net premiums written during the current and prior periods, coupled with the mix of business written in the form of excess of loss versus proportional contracts.
Loss and LAE Incurred, Net
The components of the loss ratio were as follows:
| Year ended December 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Increase / (decrease) in loss ratio points | ||||||
| Current accident year loss ratio | 59.8 | % | 67.4 | % | (7.6) | |||
| Prior year reserve development ratio | 1.9 | % | — | % | 1.9 | |||
| Loss ratio | 61.7 | % | 67.4 | % | (5.7) |
Current accident year loss ratio improved by 7.6 points for the year ended December 31, 2023, compared to the same period in 2022 primarily due to 3.6 points in lower CAT losses, coupled with favorable pricing and change in business mix in 2023.
For the year ended December 31, 2023, prior year adverse loss development was 1.9%, compared to a negligible amount in 2022. Refer to Note 7 Loss and Loss Adjustment Expense Reserves to the consolidated financial statements for further details on prior year loss developments.
The following table provides a breakdown of net losses incurred by lines of business:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||
| Property | $ | 62,266 | 17.3 | % | $ | 40,885 | 12.9 | % | ||||||
| Casualty | 225,314 | 62.6 | 205,641 | 65.0 | ||||||||||
| Other | 72,424 | 20.1 | 69,959 | 22.1 | ||||||||||
| Total | $ | 360,004 | 100.0 | % | $ | 316,485 | 100.0 | % |
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The loss ratios by lines of business were as follows:
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Increase / (decrease) in loss ratio points | ||||||||
| Property | 72.0 | % | 78.0 | % | (6.0) | % | ||||
| Casualty | 68.0 | 71.0 | (3.0) | |||||||
| Other | 43.8 | 55.0 | (11.2) | |||||||
| Total | 61.7 | % | 67.4 | % | (5.7) | % |
The following provides further details on the change in 2023 vs. 2022:
| Increase (decrease) ($ in millions) | Increase / (decrease) in loss ratio points | Explanation | ||||
|---|---|---|---|---|---|---|
| Property | $21.4 | (6.0)% | The increase in losses incurred is primarily due to 65.2% increase in net premiums earned, and to a lesser degree due to a higher dollar amount of current year CAT losses. However, our loss ratio improved mainly due to a decrease of 4.7 loss ratio points from current CAT losses, in part due to higher premiums earned. In 2023, the U.S. severe storms losses and other CAT events contributed 19.3 loss ratio points to the Property loss ratio. During the comparable period in 2022, CAT losses from Hurricane Ian, Typhoons Nanmadol and Hinnamnor, and Tennessee wildfires contributed 24.0 percentage points to the Property loss ratio. Additionally, the Property loss ratio benefited by 2.1 percentage points due to an increase in favorable prior year CAT loss development for various underwriting years (2017 to 2022). | |||
| Casualty | $19.7 | (3.0)% | The increase in losses incurred was primarily driven by the 14.3% increase in net premiums earned, coupled with an increase of $19.7 million or 5.5 loss ratio points in prior year loss development predominantly driven by attritional losses relating to motor, general liability, multiline, workers’ compensation and professional liability programs. However, our Casualty business benefited by 5.1 loss ratio points from lower current year CAT losses, compared to 2022 when the Multi-line class was adversely impacted by Hurricane Ian. Further, the overall decrease in loss ratio was also driven by the change in business mix. We significantly grew General Liability and Multi-line classes at much lower loss ratios than the Workers’ Compensation class. | |||
| Other | $2.5 | (11.2)% | Despite the 30.0% increase in net premiums earned, driven from growth in our Marine and Other Specialty classes, we had only a marginal increase in losses incurred for Other, primarily due to 8.2 loss ratio point improvement from prior year favorable loss development, and to a lesser extent, from lower CAT losses. The prior year favorable loss development was predominantly from the following classes of business: Mortgage, Transactional Liability, and Whole Account Marine and Energy. |
See “Critical Accounting Estimates, Loss and Loss Adjustment Expense Reserves” in this MD&A and “Note 7. Loss and Loss Adjustment Expense Reserves ” to the consolidated financial statements for additional discussion of our reserving techniques and prior year development of net claims and claim expenses.
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Acquisition Costs, Net
Our total acquisition costs increased by 18.0% to $168.9 million, compared to 2022, mainly due to growth in net premiums earned, offset partially by lower broker commissions from excess of loss contracts compared to proportional treaties. For the year ended December 31, 2023, net profit commission expense of $14.8 million, (2022: $16.0 million) was included in our total acquisition costs.
The acquisition cost ratios by line of business were as follows:
| 2023 | 2022 | Increase / (decrease) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | 18.7 | % | 22.2 | % | (3.5) | % | ||||||
| Casualty | 30.5 | 29.0 | 1.5 | |||||||||
| Other | 31.3 | 37.4 | (6.1) | |||||||||
| Total | 29.0 | % | 30.5 | % | (1.5) | % |
The following provides further details on the change in 2023 vs. 2022:
| Increase / (decrease) in acquisition cost ratio points | Explanation | ||
|---|---|---|---|
| Property | (3.5)% | The decrease was due primarily to the higher proportion of excess of loss contracts that have a lower ceding commission rate than proportional treaties. Based on net premiums earned for Property, excess of loss contracts accounted for 10% compared to 6% in 2022. | |
| Casualty | 1.5% | The marginal increase was due primarily to changes in our business mix, particularly with an increase in net premiums earned from General Liability, Professional Liability and Multi-line (including FAL) classes, which have higher ceding commission rates than the Workers’ Compensation business. | |
| Other | (6.1)% | The decrease was driven primarily by change in business mix, coupled with a higher proportion of excess of loss contracts than proportional treaties. Based on net premiums earned for Other, excess of loss contracts accounted for 23% compared to 18% in 2022. |
Ratio Analysis
The following table provides our underwriting ratios by line of business:
| Year ended December 31 | Year ended December 31 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||||||||||||||
| Property | Casualty | Other | Total | Property | Casualty | Other | Total | ||||||||||||||||
| Loss ratio | 72.0 | % | 68.0 | % | 43.8 | % | 61.7 | % | 78.0 | % | 71.0 | % | 55.0 | % | 67.4 | % | |||||||
| Acquisition cost ratio | 18.7 | 30.5 | 31.3 | 29.0 | 22.2 | 29.0 | 37.4 | 30.5 | |||||||||||||||
| Composite ratio | 90.7 | % | 98.5 | % | 75.1 | % | 90.7 | % | 100.2 | % | 100.0 | % | 92.4 | % | 97.9 | % | |||||||
| Underwriting expense ratio | 3.8 | 4.4 | |||||||||||||||||||||
| Combined ratio | 94.5 | % | 102.3 | % |
Our underwriting expense ratio decreased by 0.6 points, compared to the same period in 2022, mainly due to 0.8 point reduction from lower interest expense on deposit-accounted contracts based on revised expectations of ultimate cash flows in 2023.
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G&A Expenses
The breakdown of our G&A expenses between under underwriting and corporate functions was as follows:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Underwriting expenses | $ | 19,587 | $ | 13,813 | ||
| Corporate expenses | 23,653 | 17,793 | ||||
| Total G&A expenses | $ | 43,240 | $ | 31,606 |
G&A expenses increased by $11.6 million, or 36.8%, compared to the prior year. The increase was driven by:
•Underwriting expenses: Increased by $5.8 million, or 41.8%, mainly due to scaling up as we added to our talent pool, which contributed to the growth in gross premiums written in 2023. Increase in allowance for credit losses relating to certain reinsurance balances receivable and loss recoverable also accounted for the increase in underwriting expenses. The increase was partially offset by lower legal and other professional fees. See above “Ratio Analysis” for a discussion on our underwriting expense ratio.
•Corporate expenses: Increased by $5.9 million or 32.9%, driven mainly by $6.4 million of severance related costs compared to $1.1 million in the prior year. The 2023 severance costs included a $1.5 million non-cash charge relating to the accelerated vesting of the former CEO’s restricted shares as well as the modified grant relating to his unvested performance-based restricted shares. The remaining increase was mainly due to an increase in personnel costs, including an increase in accrued incentive compensation costs in light of the Company’s performance in 2023. The incentive compensation cost for 2022 was nil due to the net underwriting loss. This increase in corporate expenses was partially offset by lower D&O insurance expense.
Total Investment Income
Total investment income incorporates (i) changes in the net asset value of our investment in SILP, (ii) interest income earned on cash and cash equivalents, including the restricted funds pledged as collateral to our clients, and (iii) gains (or losses) and interest on our portfolio of Innovations investments. We expect our total investment income, including any change in the net asset value of our investment in SILP, to fluctuate from period to period.
A summary of our total investment income is as follows:
| Year ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Interest and dividend income, net of withholding taxes and other expenses | $ | 35,629 | $ | 4,466 | |||
| Net realized and unrealized gains on other investments (see Note 4) | 1,738 | 9,673 | |||||
| Net investment-related income | $ | 37,367 | $ | 14,139 | |||
| Share of SILP's net income (see Note 3) | 28,696 | 54,844 | |||||
| Total investment income | $ | 66,063 | $ | 68,983 |
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Net investment-related income
Our net investment-related income increased by $23.2 million or 164.3% compared to 2022 mainly due to rising U.S. interest rates, which resulted in an increase in interest income from our cash and cash equivalent (including restricted cash), partially offset by lower average outstanding balance in 2023. The U.S. Federal Reserve hiked its benchmark rate 11 times for a total of 5.25 percentage points since March 2022. Our Innovations-related investments had less gains in 2023 in part due to less favorable pricing conditions from completed financing rounds by some of our Innovation investees compared to 2022.
Share of SILP’s Net Income
Our share of SILP’s net income decreased by $26.1 million in 2023 compared to 2022. For the year ended December 31, 2023, SILP reported a net investment return of 9.4%, compared to 25.3% for 2022. The following table provides a breakdown of the gross and net investment returns:
| Year ended December 31 | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Long portfolio gains (losses) | 32.1 | % | — | % | |
| Short portfolio gains (losses) | (22.1) | 26.1 | |||
| Macro gains (losses) | 3.7 | 3.8 | |||
| Other income and expenses 1 | (3.2) | (1.8) | |||
| Gross investment return | 10.5 | % | 28.1 | % | |
| Net investment return 1 | 9.4 | % | 25.3 | % |
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 15 “Related Party Transactions” of the consolidated financial statements.
The most significant contributors to SILP’s net investment return for the year ended December 31, 2023 were long positions in Green Brick Partners Inc., CONSOL Energy Inc., and a S&P 500 / U.S. interest rate derivative position. For the same period, the most significant detractors were three single-name short positions.
Each month, we post on our website (www.greenlightre.com) the returns from our investment in SILP.
Interest Expense
Our interest expense for the year ended December 31, 2023 increased by $1.1 million to $5.3 million compared to 2022. The increase was driven primarily by the increase in borrowing cost for new Term Loans, which were partially used to repay the outstanding Convertible Notes (see Note 9 “Debt and Credit Facilities” to the consolidated financial statements). The interest expense for the year ended December 31, 2023 included $0.6 million of unrealized loss on the interest rate swaps used to partially hedge the Term Loans.
Income Taxes
For the year ended December 31, 2023, we incurred net income tax expense of $0.1 million, net of a $2.3 million reversal of deferred tax asset provision based on management’s conclusion that it was more likely than not that the Company will fully realize the deferred tax asset. For the year ended December 31, 2022, we had a net income tax recovery of $0.8 million primarily due to a tax refund relating to Verdant. For further information, see Note 14 “Income Taxes” to the consolidated financial statements.
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Financial Condition
Investments
The following table provides a breakdown of our total investments:
| December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||
| Investment in related party investment fund (SILP) | $ | 258,890 | 78.0 | % | $ | 178,197 | 71.7 | % | ||||||
| Other investments: | ||||||||||||||
| Private investments and unlisted equities | 71,157 | 21.4 | 62,433 | 25.1 | ||||||||||
| Debt and convertible debt securities | 2,136 | 0.6 | 1,846 | 0.8 | ||||||||||
| Certificates of deposit | — | — | 6,000 | 2.4 | ||||||||||
| Total other investments | $ | 73,293 | 22.0 | % | $ | 70,279 | 28.3 | % | ||||||
| Total investments | $ | 332,183 | 100.0 | % | $ | 248,476 | 100.0 | % |
At December 31, 2023, our total investments increased by $83.7 million, or 33.7%, to $332.2 million from December 31, 2022. The increase was primarily driven from net additional contributions into SILP, coupled with the net investment return in 2023.
Investments in SILP
DME Advisors reports the composition of SILP’s portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price. The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price.
The following table represents the composition of SILP’s investments:
| December 31 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||
| Long % | Short % | Long % | Short % | |||||||||
| Equities and related derivatives | 90.2 | 53.8 | 84.4 | 49.7 | ||||||||
| Private and unlisted equity securities | 2.0 | — | 3.2 | — | ||||||||
| Debt instruments | 0.3 | — | 0.6 | — | ||||||||
| Total | 92.5 | % | 53.8 | % | 88.2 | % | 49.7 | % |
The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions. Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At December 31, 2023, SILP’s exposure to gold on a delta-adjusted basis was 11.2% (2022: 15.2%).
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The following table represents the composition of SILP by industry sector at December 31, 2023:
| Sector | Long % | Short % | Net % | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Communication Services | — | % | (3.7) | % | (3.7) | % | |||
| Consumer Discretionary | 38.7 | (11.9) | 26.8 | ||||||
| Consumer Staples | — | (1.0) | (1.0) | ||||||
| Energy | 14.2 | — | 14.2 | ||||||
| Financial | 15.5 | (11.7) | 3.8 | ||||||
| Healthcare | 7.2 | (1.8) | 5.4 | ||||||
| Industrials | 3.7 | (7.6) | (3.9) | ||||||
| Materials | 6.6 | (0.6) | 6.0 | ||||||
| Real Estate | — | (4.0) | (4.0) | ||||||
| Technology | 4.5 | (8.2) | (3.7) | ||||||
| Utilities | 1.3 | (3.3) | (2.0) | ||||||
| Other | 0.8 | — | 0.8 | ||||||
| Total | 92.5 | % | (53.8) | % | 38.7 | % |
The following table represents the composition of SILP, by the market capitalization of the underlying issuer, at December 31, 2023:
| Capitalization | Long % | Short % | Net % | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Mega Cap Equity (≥$25 billion) | 0.6 | % | (16.4) | % | (15.8) | % | |||
| Large Cap Equity (≥$10 billion and $25 billion) | 5.7 | (6.3) | (0.6) | ||||||
| Mid Cap Equity (≥$2 billion and $10 billion) | 80.5 | (25.3) | 55.2 | ||||||
| Small Cap Equity ($2 billion) | 3.4 | (5.8) | (2.4) | ||||||
| Debt Instruments | 0.3 | — | 0.3 | ||||||
| Other | 2.0 | — | 2.0 | ||||||
| Total | 92.5 | % | (53.8) | % | 38.7 | % |
At December 31, 2023, 95.0% of SILP’s portfolio was valued based on quoted prices in actively traded markets (Level 1), 3.6% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and a nominal amount was composed of instruments valued based on non-observable inputs (Level 3). At December 31, 2023, 1.4% of SILP’s portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
Other Investments
The other investment holdings relate to private investments made by Innovations. During 2023, we made $7.1 million of new private investments compared to $13.2 million in the prior year. While we manage a diversified Innovations-related investment portfolio with approximately 40 holdings, our top five holdings accounted for 67% of the total carrying value as a result of favorable fair value remeasurement since our initial investments, net of impairment charges. For further information, see Note 4 “Other Investments” of the consolidated financial statements.
The certificate of deposit was redeemed in 2023 to provide cash collateral for the new Loan Facility (see “Debt” below).
Restricted cash and cash equivalents
We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash decreased by $63.7 million, or 9.5%, from $668.3 million at December 31, 2022, to $604.6 million at December 31, 2023, primarily due to release of collateral from our ceding insurers relating to legacy contracts in run-off. During the year ended December 31, 2023, we also pledged $10.0 million collateral as security for the new Loan Facility (see “Debt” below).
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Reinsurance balances receivable
Our reinsurance balances receivable increased by $113.8 million, or 22.5%, to $619.4 million from $505.6 million at December 31, 2022. This increase was driven primarily by premiums held by Lloyd’s syndicates through GCM. See “Concentration of Credit Risk - Reinsurance Balances Receivable, net” in Note 16 “Commitments and Contingencies” to the consolidated financial statements.
Loss and LAE Reserves; Loss and LAE Recoverable
Our reserves for loss and LAE by lines of business were as follows:
| December 31, 2023 | December 31, 2022 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Case Reserves | IBNR | Total | Case Reserves | IBNR | Total | |||||||||||||||||
| Property | $ | 24,181 | $ | 41,056 | $ | 65,237 | $ | 20,354 | $ | 41,361 | $ | 61,715 | ||||||||||
| Casualty | 136,713 | 299,933 | 436,646 | 146,702 | 227,979 | 374,681 | ||||||||||||||||
| Other | 28,156 | 131,515 | 159,671 | 17,700 | 101,372 | 119,072 | ||||||||||||||||
| Total | $ | 189,050 | $ | 472,504 | $ | 661,554 | $ | 184,756 | $ | 370,712 | $ | 555,468 |
Our total gross loss and LAE reserves increased by $106.1 million, or 19.1%, to $661.6 million from $555.5 million at December 31, 2022. See Note 7 “Loss and Loss Adjustment Expense Reserves” of the consolidated financial statements for a summary of changes in outstanding loss and LAE reserves and a description of prior period loss developments.
Our total loss and LAE recoverable increased by $12.4 million, or 94.0%, to $25.7 million from $13.2 million at December 31, 2022. See Note 8 “Retrocession” of the consolidated financial statements for a description of the credit risk associated with our retrocessionaires.
PML
For most of the contracts we write, defined limits of liability limit our risk exposure. Once each contract’s limit of liability has been reached, we have no further exposure to additional losses from that contract. However, certain contracts, particularly quota share contracts covering first-dollar exposure, do not contain aggregate limits.
Our property and Lloyd’s business, and to a lesser extent our casualty and other business, incorporate contracts that contain natural peril loss exposure. We currently monitor our catastrophe loss exposure in terms of our PML (net of retrocession and reinstatement premiums). We anticipate that our PMLs will vary from period to period depending upon the modeled simulated losses and the composition of our in-force book of business.
We monitor our natural peril PMLs on a worldwide basis, with a particular focus on our peak peril regions. When these perils consist of a large geographic area, we split them into sub-regions, where the underlying geographic components can also be considered individual peril zones.
For our natural catastrophe PMLs, we utilize the output of catastrophe models at the 1-in-250-year return period. The 1-in-250-year return period PML means that we believe there is a 0.4% probability that, in any given year, an occurrence of a natural catastrophe will lead to losses exceeding the stated estimate.
It is important to note that PMLs are best estimates based on the modeled data available for each underlying risk. As a result, we cannot provide assurance that any actual event will align with the modeled event or that actual losses from events similar to the modeled events will not vary materially from the modeled event PML.
Our PML estimates incorporate all significant exposure from our reinsurance operations, including coverage for property, marine and energy, motor, and catastrophe workers’ compensation exposures.
At January 1, 2024, our estimated largest PML at a 1-in-250-year return period for a single event and in aggregate was $89.7 million and $97.0 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $77.5 million and $83.5 million, respectively, at January 1, 2023. We have increased our PMLs in response to favorable market conditions and attractive opportunities, coupled with increased surplus.
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The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period.
| January 1, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Net 1-in-250 Year Return Period | |||||||
| Peril | Single Event Loss | Aggregate Loss | |||||
| ($ in thousands) | |||||||
| North Atlantic Hurricane | $ | 89,651 | $ | 97,041 | |||
| Southeast Hurricane | 83,339 | 85,296 | |||||
| Gulf of Mexico Hurricane | 66,557 | 68,830 | |||||
| Northeast Hurricane | 51,028 | 51,028 | |||||
| North America Earthquake | 87,227 | 90,414 | |||||
| California Earthquake | 74,105 | 77,981 | |||||
| Other N.A. Earthquake | 45,187 | 46,177 | |||||
| Japan Earthquake | 34,998 | 35,941 | |||||
| Japan Windstorm | 29,766 | 31,695 | |||||
| Europe Windstorm | 52,360 | 55,980 |
Debt
Our total debt decreased by $7.3 million, or 9.0%, to $73.3 million from $80.5 million at December 31, 2022. During 2023, we repurchased $17.5 million of Convertible Notes for a marginal realized gain. Further, we repaid the remaining $63.4 million of Convertible Notes, including accrued interest, which matured on August 1, 2023. To repay this debt, we entered into a $75.0 million Loan Facility with a group of banks. In connection with this Loan Facility, we contractually agreed to hedge 50% of the floating rate Term Loans for the duration of the Loan Facility. Refer to Note 9 “Debt and Credit Facilities” of the consolidated financial statements for further information.
Total shareholders’ equity
Total shareholders’ equity increased by $93.0 million to $596.1 million, compared to $503.1 million at December 31, 2022. The increase was primarily due to the net income of $86.8 million reported for the year. For details of other movements in shareholders’ equity, see the consolidated statements of shareholders’ equity.
Liquidity and Capital Resources
Liquidity
Liquidity is a measure of a company’s ability to generate sufficient cash flows to meet the short-term and long-term cash requirements of its business operations. We manage liquidity at the holding company and operating subsidiary level.
Holding Company
Greenlight Capital Re is a holding company with no operations of its own and its assets consist primarily of investments in its subsidiaries. Accordingly, Greenlight Capital Re’s future cash flows depend on the availability of dividends or other statutorily permissible distributions, such as returns of capital, from its subsidiaries. The ability to pay dividends and/or distributions is limited by:
•the applicable laws and regulations of the countries in which Greenlight Capital Re’s subsidiaries operate (see Note 18 “Statutory Requirements” to the consolidated financial statements);
•the need to maintain adequate capital levels to support our reinsurance operations; and
•the need to preserve our current “A- (Excellent)” rating with a stable outlook by A.M. Best.
As a holding company, Greenlight Capital Re has minimal continuing cash needs, most of which are related to the payment of corporate and general administrative expenses and interest expenses. Our current policy is to retain earnings to support the growth of our business. We currently do not expect to pay dividends on our ordinary shares.
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We anticipate positive cash flows from operations (underwriting activities and investment income) to be sufficient to cover cash outflows under most loss scenarios in the near term. Based on expected cash flows from operations, financing arrangements and redemptions from related party investment fund as needed (subject to three day’s notice to the general partner), we believe we have sufficient liquidity to cover our working capital requirements and other contractual obligations and commitments through the foreseeable future.
Operating Subsidiaries
Our sources of funds from operating subsidiaries consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income. We use cash from our operations to pay losses and loss adjustment expenses, profit commissions, interest, and G&A expenses. Our reinsurance business inherently provides liquidity as premiums are received well in advance of the time claims are paid. However, the amount of cash required to fund loss payments can fluctuate significantly from period to period due to the low frequency / high severity nature of certain types of business we write.
The following table summarizes our sources and uses of funds:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Total cash provided by (used in): | ||||||
| Operating activities | $ | 7,507 | $ | (31,799) | ||
| Investing activities | (53,133) | 47,015 | ||||
| Financing activities | (5,292) | (19,828) | ||||
| Effect of currency exchange on cash(1) | 100 | 59 | ||||
| Net cash inflows (outflows) | (50,818) | (4,553) | ||||
| Cash, beginning of period | 706,548 | 711,101 | ||||
| Cash, end of period | $ | 655,730 | $ | 706,548 |
(1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 5 of the consolidated financial statements.
Cash provided by operating activities
The increase in cash provided by operating activities was driven mainly by $42.7 million improved underwriting income, coupled with the ebb and flow from our underwriting activities, which may vary significantly from period to period depending on the mix of business, the nature of underwriting opportunities available and volume of claims submitted to us by our cedents.
Cash used in investing activities
The increase in cash used for investing activities was driven mainly by the net change in our investment in SILP where we made a net contribution of $52.0 million during 2023 compared to a net redemption of $60.2 million during 2022. During 2023, we deployed $6.1 million less on Innovations-related investments compared to 2022, and collected $6.0 million of proceeds from a matured term deposit.
Cash used in financing activities
The decrease in cash used in our financing activities was due to drawing $74.1 million from the new Loan Facility, offset by the repayment of the remaining Convertible Notes on August 1, 2023, in addition to the partial repurchase of these Convertible Notes at a discount in 2023. In 2022, we had repurchased $19.8 million of our Convertible Notes.
Capital Resources
The following table summarizes our capital structure:
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| December 31, 2023 | December 31, 2022 | ||||||
|---|---|---|---|---|---|---|---|
| Debt | $ | 74,062 | $ | 80,534 | |||
| Shareholders’ equity | 596,095 | 503,120 | |||||
| Ratio of debt to shareholders’ equity | 12 | % | 16 | % |
The debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength. In addition to the above capital, we also have LOC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer.
The following is a summary of the changes in our capital:
Debt
At December 31, 2023, our debt consisted of the new $75.0 million Loan Facility used principally to repay the Convertible Notes that were outstanding at December 31, 2022, net of repurchases during 2023. We also made the initial loan installment repayment on the Loan Facility. The facility will mature on August 1, 2026.
Ordinary Shares
At December 31, 2023, there were 35,336,732 outstanding ordinary shares, an increase of 512,671 since December 31, 2022, due to restricted shares granted to our employees and non-executive directors.
While our Board of Directors renewed the $25.0 million share repurchase plan in 2023, we did not repurchase any ordinary shares for year ended December 31, 2023 (see “Item 5 - Market for Registrants’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities”).
We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future. However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have filed a Form S-3 registration statement, which expires in July 2024.
Secured LOC Facilities
At December 31, 2023, our total LOC capacity was $489.0 million, compared to $289.0 million at December 31, 2022. The increase was due to a new LOC credit facility established to accommodate future growth and to diversify the concentration risk of having a single facility. At December 31, 2023, we had $290.7 million LOCs outstanding compared to $203.9 million at December 31, 2022. The increase is driven by, among other factors, the amount of unearned premiums, development of loss reserves, the expansion of our business and loss experience of that business.
The amount drawn from the LOC facilities are secured by cash collateral, reported as restricted cash and cash equivalents in the consolidated balance sheets.
Contractual Obligations and Commitments
At December 31, 2023, our contractual obligations and commitments by period due were as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating activities | ||||||||||||||||||
| Loss and loss adjustment expense reserves (1) | $ | 314,238 | $ | 209,713 | $ | 78,063 | $ | 59,540 | $ | 661,554 | ||||||||
| Operating lease obligations (2) | 637 | 1,005 | — | — | 1,642 | |||||||||||||
| Financing activities | ||||||||||||||||||
| Debt (3) | 3,703 | 70,359 | — | — | 74,062 | |||||||||||||
| Total | $ | 318,578 | $ | 281,077 | $ | 78,063 | $ | 59,540 | $ | 737,258 |
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(1) Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
(2) See Note 16 “Commitments and Contingencies” of the consolidated financial statements.
(3) See Note 9 “Debt and Credit Facilities” of the consolidated financial statements.
Critical Accounting Estimates
Our consolidated financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part I, Item IA. — Risk Factors,” cause actual events or results to differ materially from our underlying assumptions or estimates, there could be a material adverse effect on our results of operations, financial condition, or liquidity. We believe the following accounting policies affect the more significant estimates used to prepare our consolidated financial statements. We have summarized the descriptions below for clarity. We have included a more detailed description of our significant accounting policies and recently issued accounting standards in Note 2 “Significant Accounting Policies” to the consolidated financial statements.
Premium Revenues
Gross Premiums Written
We record our property and casualty reinsurance premiums as premiums written based on our best estimate of the ultimate premiums for the contract period. Our estimates are based on actuarial pricing models and information received from ceding companies. Further, we record reinsurance premiums so long as they meet the risk transfer criteria under U.S. GAAP (see “Deposit Contracts” below).
Excess of loss reinsurance contracts typically state premiums as a percentage of the subject premiums written by the client, subject to a minimum and deposit premium. The minimum and deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term. The minimum and deposit premium is reported initially as premiums written and adjusted, if necessary, in subsequent periods once the actual subject premium is known.
For quota share (also known as proportional) contracts, we record premiums in the same periods in which the underlying insurance contracts are written, based on cession statements from cedents. We typically receive these statements monthly or quarterly, depending on the terms specified in each contract. For any reporting lag, we estimate premiums written based on the portion of the estimated ultimate premiums relating to the risks bound during the lag period.
For multi-year contracts, reinsurance premiums are recorded at the inception of the contract based on our best estimate of total premiums to be received. Premiums are recognized on an annual basis for multi-year contracts where the cedants have the ability to unilaterally commute or cancel coverage within the term of the contract.
We regularly review premium estimates. Such review includes our experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to expected ultimate premiums, along with a review of the aging and collection of premiums. We evaluate the appropriateness of the premium estimates on the basis of these reviews and record any adjustments to these estimates in the period in which they are determined. Changes in premium estimates, including premium receivable on both excess of loss and quota share contracts, are not unusual and may result in significant adjustments in any period. A portion of amounts included in “Reinsurance balances receivable” in the consolidated balance sheets represent estimated premiums written, net of commissions and brokerage, that are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract with no remaining coverage period are earned in full when written.
Certain contracts provide for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs.
Net Premiums Earned
We earn premiums over the risk coverage period. Unearned premiums represent the unexpired portion of reinsurance provided. Changes in circumstances subsequent to the inception of contracts can impact the earnings period. For instance, when exposure limits for a reinsurance contract are reached, any associated unearned premiums are fully earned.
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Excess of loss reinsurance contracts are generally written on a “losses occurring” or “claims made” basis over the term of the policy. Accordingly, premiums are earned evenly over the contract term, which is generally 12 months.
Line slip or proportional insurance/reinsurance contracts are generally written on a “risks attaching” basis, covering claims that relate to the underlying policies written during the terms of these contracts. As the underlying business incepts throughout the contract term, which is generally one year, and the underlying business generally has a one year coverage period, these premiums are generally earned evenly over a 24-month period from inception.
Deposit Contracts
If we determine that a reinsurance contract does not transfer sufficient risk to merit reinsurance accounting treatment, we report the premium we receive as a deposit liability. Similarly, we report the premium we pay as a deposit asset for ceded contracts that do not transfer sufficient risk to merit reinsurance accounting. Any income and expense on deposit-accounted contracts is calculated using the interest method and recorded in the consolidated statements of operations under “Other income (expense)” and “Deposit interest expense,” respectively.
Loss and Loss Adjustment Expense Reserves
Estimating our loss and LAE reserves involves a considerable degree of judgment, and our estimates as of any given date are inherently uncertain. Estimating loss and LAE reserves requires us to make assumptions regarding reporting and development patterns, frequency and severity trends, claims settlement practices, potential changes in legal environments, inflation, loss amplification, foreign exchange movements, and other factors. These estimates and judgments are based on numerous considerations and are often revised as (i) we receive changes in loss amounts reported by ceding companies and brokers; (ii) we obtain additional information, experience, or other data; (iii) we develop new or improved methodologies; or (iv) we observe changes in the legal environment.
Our loss and LAE reserves relating to short-tail property risks are typically reported to us and settled more promptly than those relating to long-tail risks. However, the timeliness of loss reporting can be affected by such factors as the nature of the event causing the loss, the location of the loss, whether the loss is from policies in force with primary insurers or with reinsurers, and where our exposure falls within the cedent’s overall reinsurance program.
Our loss and LAE reserves are composed of case reserves (based on claims reported to us) and IBNR reserves, including the associated claims handling costs.
We determine case reserve estimates based on loss reports received. We determine our IBNR reserve estimates using standard actuarial methods and a combination of our own historical and current loss experience, insurance industry loss experience, assessments of pricing adequacy trends, and our professional judgment. In estimating our IBNR reserve, we estimate the total ultimate loss and LAE we expect to incur and subtract paid claims and case reserves.
The nature and extent of our judgment in the reserving process depend in part upon the type of business. Some of our property treaty reinsurance contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes. Given the nature of these events, traditional actuarial reserving methods may not be reliable indicators of the final outcome. As such, for contracts or losses of this type, we estimate the ultimate cost associated with a single loss event rather than perform analysis on the historical development patterns of past events to estimate the ultimate losses for an entire accident year. We estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event.
For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques. We supplement our analysis with industry loss ratio and development pattern information in conjunction with our own experience. The weight given to a particular method will depend on many factors, including the homogeneity within the class of business, the volume of losses, the maturity of the accident year, and the length of the expected development tail. For example, the expected loss ratio method assumes that the ratio of premiums and losses remains constant. In contrast, development methods rely on observable patterns within reported losses, both historical and newly reported, to establish a view of the ultimate loss incurred. Therefore, as an accident year matures, we may migrate from an expected loss ratio method to an incurred development method.
As a predominantly broker-market reinsurer for both excess-of-loss and proportional contracts, we rely on loss information reported to brokers by primary insurers who, in turn, must estimate their losses at the policy level, often based on incomplete and changing information. The information we receive varies by cedent and may include paid losses, estimated case reserves, and an estimated provision for IBNR reserves. Reserving practices and data-reporting quality differ among ceding
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companies, which adds further uncertainty to our estimation of ultimate losses. The nature and extent of information received from ceding companies and brokers also vary widely depending on the type of coverage, the contractual reporting terms (which are affected by market conditions and practices), and other factors. Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies.
Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts. The time lags, coupled with the combined characteristics of low claim frequency and high claim severity on such contracts, make the available data less useful for predicting ultimate losses.
In the case of proportional contracts, we rely on an analysis of a cedent’s historical experience, industry information, and the underwriters’ professional judgment in estimating reserves. We also utilize ultimate loss ratio forecasts when reported by cedents and brokers, which are ordinarily subject to three to six-month lags for proportional business. Due to our reliance on ceding companies for claims reporting, our reserve estimates are highly dependent on ceding companies’ judgment. Furthermore, during the loss settlement period, which may last several years, additional facts regarding individual claims and trends will often become known, and case law may change, affecting ultimate expected losses.
Since we rely on ceding company data in establishing our loss and LAE reserves, we maintain procedures designed to mitigate the risk that such information is incomplete or inaccurate. These procedures include: (i) comparisons of expected premiums to reported premiums, which helps us to identify delinquent client periodic reports; (ii) ceding company audits to identify inaccurate or incomplete reporting of claims and ensure that claims are actively and appropriately managed in line with agreed protocols and settlement authority limits; and (iii) underwriting reviews to ascertain that the losses ceded are covered as provided under the contract terms. These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop.
We engage an independent third-party actuarial firm to perform a quarterly reserve review and annually opine on the reasonableness and adequacy of the aggregate loss reserves. We provide the third-party actuarial firm with our pricing models, reserving analysis, and other data. The actuarial firm may also inquire about the various assumptions and estimates used in the reserving analysis. The actuarial firm independently creates its own reserving models based on industry loss information, augmented by client-specific loss information and independent assumptions and estimates. Based on various reserving methodologies that the actuarial firm considers appropriate, it creates a loss reserve estimate for each segment in the portfolio. It recommends an aggregate loss reserve, including IBNR. In the event of material differences between our aggregated booked reserves and the actuarial firm's recommended reserves, the reserving committee would be notified, with the reserves adjusted as deemed appropriate. To date, there have been no material differences resulting from the external actuary’s reviews requiring adjustments to our booked reserves.
We monitor the development of our prior-year losses during subsequent calendar years by comparing the actual reported losses against previous estimates and current expectations. The analysis of this loss development is important to the ongoing refinement of our reserving assumptions. Each additional year of loss experience with a given cedent provides additional insight into the accuracy and timeliness of previously reported information.
Estimating loss reserves for our book of longer-tail casualty reinsurance business, which we write on both a proportional and non-proportional basis, involves further uncertainties. In addition to the uncertainties described above, casualty business is generally subject to longer reporting lags than property business, and claims often take several years to settle. During this period, additional factors and trends will be revealed, and we may adjust our reserves accordingly. Therefore, any factors that extend the time until our cedents settle claims add uncertainty to the reserving process.
The uncertainties inherent in the reserving process and the potential for unforeseen developments, including changes in laws and the prevailing interpretation of policy terms, may result in our loss and LAE reserves being materially greater or less than the loss and LAE reserves we initially established. We reflect adjustments to our loss and LAE reserves in our financial results during the period they are determined. Changes to our prior year loss reserves will impact our current underwriting results by improving our results if the prior year reserves prove redundant or impairing our results if the prior year reserves prove insufficient.
We believe that our reserves for loss and LAE are sufficient to cover losses that fall within the terms of our policies and agreements with our insured and reinsured customers based on the methodologies used to estimate those reserves. However, we can provide no assurance that actual losses will not (i) be less than or (ii) exceed our total established reserves.
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Please refer to Notes 2 “Significant Accounting Policies - Loss and Loss Adjustment Expense Reserves and Recoverable” and 7 “Loss and Loss Adjustment Expense Reserves” of our consolidated financial statements for a more detailed explanation of our loss reserving methodology and the loss development tables by accident year, respectively, as required under U.S. GAAP.
Investments
We carry our investment in SILP at fair value, based on the most recent net asset value obtained from SILP’s third-party administrator. Further, SILP’s financial statements for the years ended December 31, 2023, 2022, and 2021 were subject to an independent audit in which SILP’s external auditors issued an unqualified opinion for these years (see “Report of Independent Registered Public Accounting Firm” in the Exhibits).
Other investments in our consolidated balance sheets includes private and unlisted equity securities that do not have readily determinable fair values. We determine these private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting date, we qualitatively consider whether the investment is impaired on the basis of certain impairment indicators. If we determine that the equity security is impaired on the basis of the qualitative assessment and the estimated fair value is less than the carrying value, we recognize an impairment loss in “Net investment income (loss)” in the consolidated statements of operations. We determine realized gains and losses from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate). These gains and losses are included in “Net investment income (loss)” in the consolidated statements of operations.
FY 2022 10-K MD&A
SEC filing source: 0001385613-23-000012.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to “we,” “us,” “our,” “our company,” or “the Company” refer to Greenlight Capital Re, Ltd. (“GLRE”) and its wholly-owned subsidiaries, Greenlight Reinsurance, Ltd, (“Greenlight Re”), Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), Greenlight Re Marketing (UK) Limited (“Greenlight Re UK”), and Verdant Holding Company, Ltd. (“Verdant”), and Greenlight Innovation Syndicate 3456 (“Syndicate 3456”), unless the context dictates otherwise. References to our “Ordinary Shares” refer collectively to our Class A Ordinary Shares and Class B Ordinary Shares.
The following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes, which appear elsewhere in this filing.
The following is a discussion and analysis of our results of operations for the years ended December 31, 2022 and 2021 and financial condition at December 31, 2022 and 2021.
We have omitted discussion of the earliest of the three years covered by our consolidated financial statements presented in this report because we included that disclosure in our Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 8, 2022. You are encouraged to reference Part II, Item 7, within that report, for a discussion of our financial condition and result of operations for the fiscal year ended December 31, 2021, compared to the fiscal year ended December 31, 2020.
General
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with a reinsurance and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces. We focus on delivering risk solutions to clients and brokers who value our expertise, analytics, and customer service offerings.
We aim to complement our underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. Our investment portfolio is managed according to a value-oriented philosophy, in which our investment advisor takes long positions in perceived undervalued securities and short positions in perceived overvalued securities.
Through Greenlight Re Innovations, we support technology innovators in the (re)insurance market by providing investment capital, risk capacity, and access to a broad insurance network.
Because we seek to capitalize on favorable market conditions and opportunities, period-to-period comparisons of our underwriting results may not be meaningful. Also, our historical investment results are not necessarily indicative of future performance. Due to the nature of our reinsurance and investment strategies, our operating results will likely fluctuate from period to period.
The Company’s subsidiaries hold an A.M. Best Financial Strength Rating of A- (Excellent) with a stable outlook.
Outlook and Trends
We operate in a business where we expect volatility in our underwriting results. Hurricane Ian, which struck the southeast U.S. in September 2022, is likely to prove one of the costliest natural disasters ever in terms of insured losses. This storm, the Russian-Ukraine conflict, and several smaller events have combined to make 2022 another challenging year for companies that participate in the global reinsurance market. We were not immune from these events; our combined ratio for the year ended December 31, 2022, was 102.3%.
Further, the ongoing Russian-Ukrainian conflict has resulted in the U.S., United Kingdom, European Union, and other countries imposing financial and economic sanctions, which have caused disruption in the global economy and have increased economic and geopolitical uncertainty. If this conflict is prolonged, we and other reinsurers may incur additional losses in future periods.
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The continuing widespread inflation is a significant concern to the industry, as it can add uncertainty to the cost of claims, particularly for classes of business with long payout tails. As a result, it creates pricing challenges for new business and valuation challenges in claims reserves. We are addressing these concerns in multiple ways:
•Our underwriting strategy focuses on relatively short-tailed business, which is inherently less exposed to inflation than long-tailed lines. We estimate the payout duration of our existing reserves at approximately two years.
•We incorporate inflation assumptions in all our pricing and reassess these assumptions frequently.
•We are minimizing our exposure to classes that are experiencing severe supply-chain-driven inflation.
The rising interest rate environment has had a mixed impact on our financial results. While we have experienced losses driven by fixed-income securities held by Lloyd’s syndicates in which we participate, the higher interest rates have improved the yield on our restricted cash and cash equivalents. To the extent interest rates continue to increase, we expect to see these trends continue.
The combination of the recent loss events, continued inflation, and rising interest rates led to a significant reduction in the amount of reinsurance capital available for deployment, which in turn has led to market conditions that we consider more favorable than any we have experienced in more than a decade. The January 1 renewal season saw widespread pricing improvements in the aviation, war and terror, and marine classes and even higher increases in the property catastrophe rates. These short-tailed specialty and property catastrophe classes represents a significant portion of our 2023 business plan. Elsewhere in our portfolio, average percentage rate improvements were in the single digits.
Additionally, we continue to be encouraged by our Innovations unit, whose central objective is to enhance our underwriting return and risk profile by establishing a range of strategic partnerships. Our Innovations-related premiums, included premiums written by Syndicate 3456, accounted for approximately 18% of our net premiums written in 2022. We see the potential for significant growth from Innovations-derived underwriting opportunities in the future.
SILP generated a net return of 25.3% in 2022, compared to an 18.1% loss for the S&P 500 index. Effective January 1, 2023, the Company increased its allocation to SILP to a maximum of 60% of surplus.
Segments
We have one operating segment, Property & Casualty reinsurance, and we analyze our business based on the following categories:
| ● | Property | |
|---|---|---|
| ● | Casualty | |
| ● | Other |
Property business covers personal lines, commercial lines exposures and automobile physical damage. Property business includes both catastrophe and non-catastrophe coverage. We expect property business to account for a small portion of our overall catastrophe exposure.
Casualty business covers general liability, motor liability, professional liability, and workers’ compensation exposures. The Company’s multi-line business includes the Funds at Lloyd’s business. As our Lloyd’s syndicate contracts incorporate property (including incidental catastrophe), casualty, and other exposures, we categorize them as multi-line (and therefore casualty) business. However, these contracts are composed of primarily short-tailed risks.
Other business covers accident and health, financial (including transactional liability, mortgage insurance, surety, and trade credit), marine, energy, as well as other specialty business such as aviation, crop, cyber, political, and terrorism exposures.
Revenues
We derive our revenues from two principal sources:
| ● | premiums from reinsurance on property and casualty business assumed (net of any premiums ceded); and | |
|---|---|---|
| ● | income from investments. |
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We recognize premiums written as revenues, net of any applicable underlying reinsurance coverage, over the term of the related policy or contract. Depending on the contract structure, the earnings period could be the same as the reinsurance contract or based on the terms of the underlying insurance policies.
Income from our investments is primarily composed of:
| ● | income (or loss) generated from our investment in SILP; |
|---|---|
| ● | gains (or losses) from our other investments, including Innovations and investments accounted for under the equity method; |
| ● | interest income on our restricted cash and cash equivalents and Funds at Lloyd’s; |
| ● | foreign exchange gains (or losses); and |
| ● | interest income and gains (or losses) from promissory notes receivable. |
In addition, we may from time to time derive other income from interest on deposit-accounted contracts, fees generated from advisory services, and fees relating to overrides, profit commissions, and fees due upon the early termination of contracts.
Expenses
Our expenses consist primarily of the following:
| ● | underwriting losses and loss adjustment expenses; | |
|---|---|---|
| ● | acquisition costs; | |
| ● | general and administrative expenses; | |
| ● | interest expense; | |
| ● | investment-related expenses. |
The extent of our loss and LAE is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage. As described below, loss and loss adjustment expenses include an actuarially determined estimate of losses incurred, including losses incurred during the period and changes in estimates from prior periods. The period over which we pay loss and LAE reserves depends on the nature of the coverage provided and generally extends over multiple years.
Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term.
General and administrative expenses consist primarily of salaries and benefits and related costs, including costs associated with our incentive compensation plan, bonuses, and stock compensation expenses. General and administrative expenses also include professional fees, travel and entertainment, information technology, rent, and other general operating costs. General and administrative expenses reported in our consolidated statements of operations include both underwriting and corporate expenses.
Interest expense consists of interest paid and accrued on senior convertible notes and the amortization of issuance expenses. In addition, we incur interest expenses on some deposit-accounted contracts.
Investment-related expenses primarily consist of management fees and performance compensation paid to the investment advisor. We net these expenses against investment income (loss) in our consolidated statements of operations.
Critical Accounting Policies and Estimates
Our consolidated financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part I. Item IA. — Risk Factors,” cause actual events or results to differ materially from our underlying assumptions or estimates, there could be a material adverse effect on our results of operations, financial condition, or liquidity. We believe the following accounting policies affect the more significant estimates used to prepare our consolidated financial statements. We have summarized the descriptions below for clarity. We have included a more detailed description of our significant accounting policies and recently issued accounting standards in Note 2 to the consolidated financial statements.
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Premium Revenues and Risk Transfer. We record our property and casualty reinsurance premiums as premiums written based on contract terms and information received from ceding companies and their brokers. Excess of loss reinsurance contracts typically state premiums as a percentage of the subject premiums written by the client, subject to a minimum and deposit premium. The minimum and deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term. The minimum and deposit premium is reported initially as premiums written and adjusted, if necessary, in subsequent periods once the actual subject premium is known.
Certain contracts provide for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs.
Our clients estimate the gross premiums they expect to write at the contract’s inception for each proportional contract we underwrite. Our underwriters initially utilize the client’s estimate to determine our best estimate. In subsequent periods, we adjust our estimates based on our client’s actual reports and our expectations of market conditions for the applicable line of business. As the contract progresses, we monitor premiums received in conjunction with the client’s correspondence to refine our estimate. Variances from initial gross premiums estimates are generally greater for proportional contracts than for non-proportional ones. We earn premiums over the risk coverage period. Unearned premiums represent the unexpired portion of reinsurance provided.
At the inception of each of our reinsurance contracts, we receive premium estimates from the client, which we use in conjunction with historical and industry data to estimate what we believe will be the ultimate premium payable under each contract. We receive actual premiums written by each client as the client reports the actual results of the underlying insurance writings to us monthly or quarterly (depending on the contract). We book the actual premiums written when we receive them from our client. Each reporting period, we estimate the premiums written for stub periods that have not yet been reported to us by the client. For example, at year-end, we may have to estimate December premiums ceded under certain contracts since the client may not be required to report the actual results to us until after we have issued our audited consolidated financial statements. Typically, we only use premium estimates for unreported stub periods, which account for a small percentage of our total premiums written.
We confirm the accuracy and completeness of premiums reported by our clients by reviewing the client’s statutory filings, where available, or performing an audit of the client under the contract terms. Discrepancies between premiums ceded and reported under a contract are, in our experience, rare. To date, we have not had any material difference in premiums reported by a client that required a formal dispute resolution process.
Assessing whether a reinsurance contract meets the conditions for risk transfer requires judgment. The determination of risk transfer is critical to reporting premiums written and is based in part on the use of actuarial and pricing models and assumptions. If we determine that a reinsurance contract does not transfer sufficient risk to merit reinsurance accounting treatment, we report the premium we receive as a deposit liability. Similarly, we report the premium we pay as a deposit asset for ceded contracts that do not transfer sufficient risk to merit reinsurance accounting. Any income and expense on deposit-accounted contracts is calculated using the interest method and recorded in the consolidated statements of operations under the captions “Other income (expense)” and “Deposit interest expense,” respectively.
Investments. We carry our investment in SILP at fair value, based on the most recent net asset value obtained from SILP’s third-party administrator. The caption “Other investments” in our consolidated balance sheets includes private and unlisted equity securities that do not have readily determinable fair values. We determine these private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting date, we qualitatively consider whether the investment is impaired on the basis of certain impairment indicators. If we determine that the equity security is impaired on the basis of the qualitative assessment and the estimated fair value is less than the carrying value, we recognize an impairment loss in the caption “Net investment income (loss)” in the consolidated statements of operations. We determine realized gains and losses from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate). These gains and losses are included in the captions “Net investment income (loss)” in the consolidated statements of operations.
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Loss and Loss Adjustment Expense Reserves. Estimating our loss and LAE reserves involves a considerable degree of judgment, and our estimates as of any given date are inherently uncertain. Estimating loss and LAE reserves requires us to make assumptions regarding reporting and development patterns, frequency and severity trends, claims settlement practices, potential changes in legal environments, inflation, loss amplification, foreign exchange movements, and other factors. These estimates and judgments are based on numerous considerations and are often revised as (i) we receive changes in loss amounts reported by ceding companies and brokers; (ii) we obtain additional information, experience, or other data; (iii) we develop new or improved methodologies; or (iv) we observe changes in the legal environment.
Our loss and LAE reserves relating to short-tail property risks are typically reported to us and settled more promptly than those relating to long-tail risks. However, the timeliness of loss reporting can be affected by such factors as the nature of the event causing the loss, the location of the loss, whether the loss is from policies in force with primary insurers or with reinsurers, and where our exposure falls within the cedent’s overall reinsurance program.
Our loss and LAE reserves are composed of case reserves (based on claims reported to us) and IBNR reserves, including the associated claims handling costs.
We determine case reserve estimates based on loss reports received. We determine our IBNR reserve estimates using standard actuarial methods and a combination of our own historical and current loss experience, insurance industry loss experience, assessments of pricing adequacy trends, and our professional judgment. In estimating our IBNR reserve, we estimate the total ultimate loss and LAE we expect to incur and subtract paid claims and case reserves.
The nature and extent of our judgment in the reserving process depend in part upon the type of business. Some of our property treaty reinsurance contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes. Given the nature of these events, traditional actuarial reserving methods may not be reliable indicators of the final outcome. As such, for contracts or losses of this type, we estimate the ultimate cost associated with a single loss event rather than perform analysis on the historical development patterns of past events to estimate the ultimate losses for an entire accident year. We estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event.
For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques. We supplement our analysis with industry loss ratio and development pattern information in conjunction with our own experience. The weight given to a particular method will depend on many factors, including the homogeneity within the class of business, the volume of losses, the maturity of the accident year, and the length of the expected development tail. For example, the expected loss ratio method assumes that the ratio of premiums and losses remains constant. In contrast, development methods rely on observable patterns within reported losses, both historical and newly reported, to establish a view of the ultimate loss incurred. Therefore, as an accident year matures, we may migrate from an expected loss ratio method to an incurred development method.
As a predominantly broker-market reinsurer for both excess-of-loss and proportional contracts, we rely on loss information reported to brokers by primary insurers who, in turn, must estimate their losses at the policy level, often based on incomplete and changing information. The information we receive varies by cedent and may include paid losses, estimated case reserves, and an estimated provision for IBNR reserves. Reserving practices and data-reporting quality differ among ceding companies, which adds further uncertainty to our estimation of ultimate losses. The nature and extent of information received from ceding companies and brokers also vary widely depending on the type of coverage, the contractual reporting terms (which are affected by market conditions and practices), and other factors. Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies.
Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts. The time lags, coupled with the combined characteristics of low claim frequency and high claim severity on such contracts, make the available data less useful for predicting ultimate losses.
In the case of proportional contracts, we rely on an analysis of a cedent’s historical experience, industry information, and the underwriters’ professional judgment in estimating reserves. We also utilize ultimate loss ratio forecasts when reported by cedents and brokers, which are ordinarily subject to three to six-month lags for proportional business. Due to our reliance on ceding companies for claims reporting, our reserve estimates are highly dependent on ceding companies’ judgment. Furthermore, during the loss settlement period, which may last several years, additional facts regarding individual claims and trends will often become known, and case law may change, affecting ultimate expected losses.
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Since we rely on ceding company data in establishing our loss and LAE reserves, we maintain procedures designed to mitigate the risk that such information is incomplete or inaccurate. These procedures include: (i) comparisons of expected premiums to reported premiums, which helps us to identify delinquent client periodic reports; (ii) ceding company audits to identify inaccurate or incomplete reporting of claims and ensure that claims are actively and appropriately managed in line with agreed protocols and settlement authority limits; and (iii) underwriting reviews to ascertain that the losses ceded are covered as provided under the contract terms. These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop.
We engage an independent third-party actuarial firm to perform a quarterly reserve review and annually opine on the reasonableness and adequacy of the aggregate loss reserves. We provide the third-party actuarial firm with our pricing models, reserving analysis, and other data. The actuarial firm may also inquire about the various assumptions and estimates used in the reserving analysis. The actuarial firm independently creates its own reserving models based on industry loss information, augmented by client-specific loss information and independent assumptions and estimates. Based on various reserving methodologies that the actuarial firm considers appropriate, it creates a loss reserve estimate for each segment in the portfolio. It recommends an aggregate loss reserve, including IBNR. In the event of material differences between our aggregated booked reserves and the actuarial firm's recommended reserves, the reserving committee would be notified, with the reserves adjusted as deemed appropriate. To date, there have been no material differences resulting from the external actuary’s reviews requiring adjustments to our booked reserves.
We monitor the development of our prior-year losses during subsequent calendar years by comparing the actual reported losses against previous estimates and current expectations. The analysis of this loss development is important to the ongoing refinement of our reserving assumptions. Each additional year of loss experience with a given cedent provides additional insight into the accuracy and timeliness of previously reported information.
Estimating loss reserves for our book of longer-tail casualty reinsurance business, which we write on both a proportional and non-proportional basis, involves further uncertainties. In addition to the uncertainties described above, casualty business is generally subject to longer reporting lags than property business, and claims often take several years to settle. During this period, additional factors and trends will be revealed, and we may adjust our reserves accordingly. Therefore, any factors that extend the time until our cedents settle claims add uncertainty to the reserving process.
The uncertainties inherent in the reserving process and the potential for unforeseen developments, including changes in laws and the prevailing interpretation of policy terms, may result in our loss and LAE reserves being materially greater or less than the loss and LAE reserves we initially established. We reflect adjustments to our loss and LAE reserves in our financial results during the period they are determined. Changes to our prior year loss reserves will impact our current underwriting results by improving our results if the prior year reserves prove redundant or impairing our results if the prior year reserves prove insufficient.
We believe that our reserves for loss and LAE are sufficient to cover losses that fall within the terms of our policies and agreements with our insured and reinsured customers based on the methodologies used to estimate those reserves. However, we can provide no assurance that actual losses will not (i) be less than or (ii) exceed our total established reserves.
Please refer to Notes 2 and 7 of our consolidated financial statements for a more detailed explanation of our loss reserving methodology and the loss development tables by accident year, respectively, as required under U.S. GAAP.
Share-Based Payments. We have established a stock incentive plan for directors, employees, and consultants. We recognize share-based compensation transactions using the fair value at the award’s grant date. We calculate the compensation for restricted stock awards and restricted stock units (“RSUs”) based on the price of the Company’s common shares at the grant date. For restricted stock awards that include both service and performance conditions, we recognize the associated expense when we determine that it is probable that the performance conditions will be achieved. For restricted stock awards with only service conditions, we recognize the associated expense, adjusted for estimated forfeitures, over the vesting period. We estimate the forfeiture rate for restricted stock awards and RSUs based on our historical experience and expectations of future forfeitures. The forfeiture rate reduces the unamortized grant date fair value of unvested outstanding restricted stock awards and RSUs and the associated stock compensation expense. As restricted shares and RSUs are forfeited, we reduce the number of outstanding restricted shares and RSUs and compare the remaining unamortized grant date fair value to the assumed forfeiture levels, adjusting the unamortized balance as necessary. For the year ended December 31, 2022, we have assumed a forfeiture rate of 8.0% (2021: 9.0% and 2020: 7.0%) for restricted stock awards and RSUs granted.
If actual results differ significantly from these estimates and assumptions, particularly concerning our estimation of volatility and forfeiture rates, share-based compensation expense, primarily relating to future share-based awards, could be materially impacted.
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Key Financial Measures and Non-GAAP Measures
Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
The key non-GAAP financial measures used in this report are:
•Basic book value per share and fully diluted book value per share; and
•Net underwriting income (loss)
These non-GAAP financial measures are described below.
Basic Book Value Per Share and Fully Diluted Book Value Per Share
We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Basic book value per share and fully diluted book value per share should not be viewed as substitutes for the comparable U.S. GAAP measures.
We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) aggregate of Class A and Class B Ordinary shares issued and outstanding, including all unvested service-based restricted shares, and the earned portion of performance-based restricted shares granted after December 31, 2021. We exclude shares potentially issuable in connection with convertible notes if the conversion price exceeds the share price.
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options, unvested service-based RSUs, and the earned portion of unvested performance-based RSUs granted. Fully diluted book value per share also includes the dilutive effect, if any, of ordinary shares expected to be issued upon settlement of the convertible notes.
Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value per share as a financial measure in our annual incentive compensation.
The following table presents a reconciliation of the non-GAAP financial measures basic and fully diluted book value per share to the most comparable U.S. GAAP measure:
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| December 31, 2022 | December 31, 2021 | December 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands, except per share and share amounts) | ||||||||||
| Numerator for basic and fully diluted book value per share: | ||||||||||
| Total equity (U.S. GAAP) (numerator for basic and fully diluted book value per share) | $ | 503,120 | $ | 475,663 | $ | 464,857 | ||||
| Denominator for basic and fully diluted book value per share: (1) | ||||||||||
| Ordinary shares issued and outstanding as presented in the Company’s consolidated balance sheets | 34,824,061 | 33,844,446 | 34,514,790 | |||||||
| Less: Unearned performance-based restricted shares granted after December 31, 2021 | (516,489) | — | — | |||||||
| Denominator for basic book value per share | 34,307,572 | 33,844,446 | 34,514,790 | |||||||
| Add: In-the-money stock options, service-based RSUs granted, and earned performance-based RSUs granted | 187,750 | 154,134 | 116,722 | |||||||
| Denominator for fully diluted book value per share | 34,495,322 | 33,998,580 | 34,631,512 | |||||||
| Basic book value per share | $ | 14.66 | $ | 14.05 | $ | 13.47 | ||||
| Increase (decrease) in basic book value per share ($) | $ | 0.61 | $ | 0.58 | $ | 0.57 | ||||
| Increase (decrease) in basic book value per share (%) | 4.3 | % | 4.3 | % | 4.4 | % | ||||
| Fully diluted book value per share | $ | 14.59 | $ | 13.99 | $ | 13.42 | ||||
| Increase (decrease) in fully diluted book value per share ($) | $ | 0.60 | $ | 0.57 | $ | 0.54 | ||||
| Increase (decrease) in fully diluted book value per share (%) | 4.3 | % | 4.2 | % | 4.2 | % |
(1) For periods prior to January 1, 2022, all unvested restricted shares are included in the “basic” and “fully diluted” denominators. Restricted shares with performance-based vesting conditions granted after December 31, 2021, are included in the “basic” and “fully diluted” denominators to the extent that the Company has recognized the corresponding share-based compensation expense. At December 31, 2022, the aggregate number of unearned restricted shares with performance conditions not included in the “basic” and “fully diluted” denominators was 709,638 (2021: 193,149; 2020: 193,149).
Net Underwriting Income (Loss)
One way that we evaluate the Company’s underwriting performance is by measuring net underwriting income (loss). We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations. We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance. Management also believes this measure follows industry practice and allows the users of financial information to compare the Company’s performance with that of our industry peer group.
Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used to calculate net income before taxes under U.S. GAAP. We calculate net underwriting income (loss) as net premiums earned, plus other income relating to reinsurance and deposit-accounted contracts, less deposit interest expense, less net loss and loss adjustment expenses, acquisition costs, and underwriting expenses. The measure excludes, on a recurring basis: (1) investment income (loss); (2) other income (expense) not related to underwriting, including foreign exchange gains or losses, Lloyd’s interest income and expense, and adjustments to the allowance for expected credit losses; (3) corporate general and administrative expenses; and (4) interest expense. We exclude total investment income or loss, foreign exchange gains or losses, Lloyd’s interest income or expense and expected credit losses as we believe these items are influenced by market conditions and other factors unrelated to underwriting decisions. We exclude corporate and interest expenses because these costs are generally fixed and not incremental to or directly related to our underwriting operations. We believe all of these amounts are largely independent of our underwriting process, and including them could hinder the analysis of trends in our underwriting operations. Net underwriting income (loss) should not be viewed as a substitute for U.S. GAAP net income before income taxes.
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The reconciliations of net underwriting income (loss) to income (loss) before income taxes (the most directly comparable U.S. GAAP financial measure) on a consolidated basis are shown below:
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| ($ in thousands) | ||||||||||
| Income (loss) before income tax | $ | 24,526 | $ | 21,324 | $ | 4,290 | ||||
| Add (subtract): | ||||||||||
| Total investment (income) loss | (68,983) | (50,152) | (25,532) | |||||||
| Other non-underwriting (income) expense | 11,777 | 880 | (686) | |||||||
| Corporate expenses | 17,793 | 16,489 | 14,036 | |||||||
| Interest expense | 4,201 | 6,263 | 6,280 | |||||||
| Net underwriting income (loss) | $ | (10,686) | $ | (5,196) | $ | (1,612) |
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Results of Operations
The table below summarizes our operating results for the years ended December 31, 2022, 2021, and 2020:
| 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except percentages) | |||||||||||
| Underwriting revenue | |||||||||||
| Gross premiums written | $ | 563,171 | $ | 565,393 | $ | 479,791 | |||||
| Gross premiums ceded | (33,429) | (41) | (2,268) | ||||||||
| Net premiums written | 529,742 | 565,352 | 477,523 | ||||||||
| Change in net unearned premium reserves | (60,265) | (26,073) | (22,112) | ||||||||
| Net premiums earned | 469,477 | 539,279 | 455,411 | ||||||||
| Underwriting related expenses | |||||||||||
| Net loss and loss adjustment expenses incurred | |||||||||||
| Current year | 316,367 | 389,080 | 333,096 | ||||||||
| Prior year * | 118 | (14,100) | 4,737 | ||||||||
| Net loss and loss adjustment expenses incurred | 316,485 | 374,980 | 337,833 | ||||||||
| Acquisition costs | 143,148 | 144,960 | 109,288 | ||||||||
| Underwriting expenses | 13,813 | 12,880 | 12,365 | ||||||||
| Deposit accounting and other reinsurance expense (income) | 6,717 | 11,655 | (2,463) | ||||||||
| Net underwriting income (loss) 1 | (10,686) | (5,196) | (1,612) | ||||||||
| Income (loss) from investment in related party investment fund | 54,844 | 18,087 | 4,431 | ||||||||
| Net investment income (loss) | 14,139 | 32,065 | 21,101 | ||||||||
| Total investment income (loss) | $ | 68,983 | $ | 50,152 | $ | 25,532 | |||||
| Net underwriting and investment income (loss) | $ | 58,297 | $ | 44,956 | $ | 23,920 | |||||
| Corporate expenses | $ | 17,793 | $ | 16,489 | $ | 14,036 | |||||
| Other (income) expense, net | 11,777 | 880 | (686) | ||||||||
| Interest expense | 4,201 | 6,263 | 6,280 | ||||||||
| Income tax expense (benefit) | (816) | 3,746 | 424 | ||||||||
| Net income (loss) | $ | 25,342 | $ | 17,578 | $ | 3,866 | |||||
| Earnings (loss) per share (Class A and Class B) | |||||||||||
| Basic | $ | 0.75 | $ | 0.51 | $ | 0.11 | |||||
| Diluted | $ | 0.73 | $ | 0.51 | $ | 0.11 | |||||
| Underwriting ratios | |||||||||||
| Loss ratio - current year | 67.4 | % | 72.1 | % | 73.1 | % | |||||
| Loss ratio - prior year | — | % | (2.6) | % | 1.1 | % | |||||
| Loss ratio | 67.4 | % | 69.5 | % | 74.2 | % | |||||
| Acquisition cost ratio | 30.5 | % | 26.9 | % | 24.0 | % | |||||
| Composite ratio | 97.9 | % | 96.4 | % | 98.2 | % | |||||
| Underwriting expense ratio | 4.4 | % | 4.5 | % | 2.2 | % | |||||
| Combined ratio | 102.3 | % | 100.9 | % | 100.4 | % |
* The net financial impacts associated with changes in the estimate of losses incurred in prior years, which incorporate earned reinstatement premiums assumed and ceded, and adjustments to assumed and ceded acquisition costs, were a loss of $12.2 million in 2022, a gain of $8.3 million in 2021, and a loss of $3.7 million in 2020.
1 Net Underwriting income (loss) is a non-GAAP financial measure. See “— Key Financial Measures and Non-GAAP Measures” above for discussion and reconciliation of non-GAAP financial measures.
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Year ended December 31, 2022, compared to 2021
For the year ended December 31, 2022, fully diluted book value per share increased by $0.60, or 4.3%, to $14.59 per share from $13.99 per share at December 31, 2021. For the year ended December 31, 2022, basic book value per share increased by $0.61, or 4.3%, to $14.66 per share from $14.05 per share at December 31, 2021. The increase in fully diluted book value per share during the year ended December 31, 2022, is net of $0.07, or 0.5%, adverse impact relating to the adoption of ASU 2020-06 (see Note 2 of the accompanying consolidated financial statements for recently issued accounting standards adopted).
For the year ended December 31, 2022, our net income was $25.3 million, compared to net income of $17.6 million reported for the equivalent 2021 period.
The developments that most significantly affected our financial performance during the year ended December 31, 2022, compared to the equivalent 2021 period, are summarized below:
•Underwriting: The underwriting loss for the year ended December 31, 2022, was $10.7 million, driven primarily by $13.6 million of losses related to the Russian-Ukrainian conflict and $25.7 million of losses related to Hurricane Ian, Typhoon Nanmadol, and wildfires in Tennessee. By comparison, the underwriting loss for the equivalent period in 2021 was $5.2 million, driven by losses from Hurricane Ida, the winter storm Uri, the European floods and hailstorms, U.S. tornados, and South African riots.
Our combined ratio was 102.3% for the year ended December 31, 2022, compared to 100.9% for the same period in 2021. The Russian-Ukrainian conflict and natural catastrophe losses contributed 8.4 percentage points to the combined ratio for the year ended December 31, 2022. During the comparable period in 2021, catastrophe losses contributed 6.1 percentage points to the combined ratio.
•Investments: Our total investment income for the year ended December 31, 2022, was $69.0 million, compared to $50.2 million earned during the equivalent 2021 period. For the year ended December 31, 2022, our investment in SILP reported a gain of $54.8 million, compared to a gain of $18.1 million during the equivalent period in 2021.
Other investment income from our Innovations investments and restricted cash and cash equivalents totaled $14.1 million and $32.1 million during the year ended December 31, 2022, and 2021, respectively.
•Other income (expense): For the year ended December 31, 2022, other expense of $11.8 million was driven primarily by:
◦foreign exchange losses, due mainly to the weakening of the pound sterling against the U.S. dollar; and
◦our share of Lloyd’s syndicates’ investment losses on Funds at Lloyd’s business, which is generally conducted on a funds withheld basis. The Lloyd’s syndicates invest a portion of these funds in fixed-maturity securities and investment funds, which were negatively impacted by rising interest rates and market volatility. We record our share of these mark-to-market adjustments when the syndicates report them to us, generally one quarter in arrears.
Underwriting results
We analyze our business based on three categories: “property,” “casualty,” and “other.”
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Gross Premiums Written
Details of gross premiums written are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 85,323 | 15.2 | % | $ | 52,947 | 9.4 | % | ||||||
| Casualty | 325,103 | 57.7 | 379,113 | 67.0 | ||||||||||
| Other | 152,745 | 27.1 | 133,333 | 23.6 | ||||||||||
| Total | $ | 563,171 | 100.0 | % | $ | 565,393 | 100.0 | % |
As a result of our underwriting philosophy, the total premiums we write and the mix of premiums between property, casualty, and other business, may vary significantly from period to period depending on the market opportunities we identify.
For the year ended December 31, 2022, our gross premiums written decreased by $2.2 million, or 0.4%, compared to the same period in 2021. The changes in gross premiums written for the year ended December 31, 2022, were attributable to the following:
| Gross Premiums Written | ||||||
|---|---|---|---|---|---|---|
| Year ended December 31, 2022 | ||||||
| Increase (decrease) ($ in millions) | % change | Explanation | ||||
| Property | $32.4 | 61.1% | The increase in property gross premiums written during the year ended December 31, 2022, over the comparable 2021 period was due primarily to personal lines business, driven by our Innovations partners. During the 2022 year, we added new Innovations partners to our portfolio, and one of our existing partners grew its personal lines premium volume. Our decision to reduce or terminate our participation in certain motor business partially offset this increase. | |||
| Casualty | $(54.0) | (14.2)% | The decrease in casualty premiums written during the year ended December 31, 2022, over the comparable 2021 period was due primarily to motor and workers’ compensation lines which decreased by $109.7 million and $33.8 million, respectively. These decreases related to contracts on which we elected to reduce or not renew our participation. Growth in general liability and multi-line premiums, driven primarily by new and renewed Lloyd’s and Innovations-related business, partially offset the decrease in casualty premiums. | |||
| Other | $19.4 | 14.6% | The increase in “other” premiums written during the year ended December 31, 2022, over the comparable 2021 period was due primarily to the following: •new marine and energy contracts bound during 2022; and•new contracts bound during 2022 relating to other specialty classes, including Innovations business. The increase was partially offset by a decrease in health premiums, due primarily to changing certain exposures from a proportional basis to excess of loss. |
Premiums Ceded
For the year ended December 31, 2022, our ceded premiums were $33.4 million compared to insignificant ceded premiums for the year ended December 31, 2021. In 2022, we entered into new retrocession agreements to reduce our exposure to marine, energy, health, and property losses.
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Net Premiums Written
Details of net premiums written are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 67,680 | 12.8 | % | $ | 53,014 | 9.4 | % | ||||||
| Casualty | 315,935 | 59.6 | 379,145 | 67.0 | ||||||||||
| Other | 146,127 | 27.6 | 133,193 | 23.6 | ||||||||||
| Total | $ | 529,742 | 100.0 | % | $ | 565,352 | 100.0 | % |
For the year ended December 31, 2022, net premiums written decreased by $35.6 million, or 6.3%, compared to the year ended December 31, 2021. The movement in net premiums written resulted from the changes in gross premiums written and ceded during the periods.
Net Premiums Earned
Details of net premiums earned are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 52,397 | 11.2 | % | $ | 56,075 | 10.4 | % | ||||||
| Casualty | 289,820 | 61.7 | 351,390 | 65.2 | ||||||||||
| Other | 127,260 | 27.1 | 131,814 | 24.4 | ||||||||||
| Total | $ | 469,477 | 100.0 | % | $ | 539,279 | 100.0 | % |
Net premiums earned are primarily a function of the amount and timing of net premiums written during the current and prior periods.
Loss and Loss Adjustment Expenses Incurred, Net
Details of net losses incurred are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 40,885 | 12.9 | % | $ | 45,987 | 12.3 | % | ||||||
| Casualty | 205,641 | 65.0 | 256,830 | 68.5 | ||||||||||
| Other | 69,959 | 22.1 | 72,163 | 19.2 | ||||||||||
| Total | $ | 316,485 | 100.0 | % | $ | 374,980 | 100.0 | % |
The below table summarizes the loss ratios for the years ended December 31, 2022, and 2021:
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Increase / (decrease) in loss ratio points | ||||||||
| Property | 78.0 | % | 82.0 | % | (4.0) | % | ||||
| Casualty | 71.0 | 73.1 | (2.1) | |||||||
| Other | 55.0 | 54.7 | 0.3 | |||||||
| Total | 67.4 | % | 69.5 | % | (2.1) | % |
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The changes in net losses incurred for the year ended December 31, 2022, as compared to the year ended December 31, 2021, were attributable to the following:
| Increase (decrease) ($ in millions) | Increase / (decrease) in loss ratio points | Explanation | ||||
|---|---|---|---|---|---|---|
| Property | $(5.1) | (4.0)% | Our decision to reduce or terminate our participation in certain motor business was the primary driver of the decrease in property losses incurred during the year ended December 31, 2022, compared to the same period in 2021. To a lesser extent, favorable loss development relating to prior years’ catastrophe events also contributed to the decrease in property losses incurred during the year ended December 31, 2022. The $18.4 million decrease in motor losses was partially offset by the following: •our growing personal lines portfolio; and•losses relating to Russian-Ukrainian conflict and natural catastrophes that occurred during 2022, including Hurricane Ian, Typhoons Nanmadol and Hinnamnor, and Tennessee wildfires. The property loss ratio decreased 4.0 percentage points during the year ended December 31, 2022, over the equivalent 2021 period. This decrease was due primarily to improved loss ratios within the personal and commercial lines business, which was partially offset by higher loss ratio on our shrinking motor business. | |||
| Casualty | $(51.2) | (2.1)% | Our decision to reduce or terminate our participation in certain motor and workers’ compensation business was the primary driver of the decrease in casualty losses incurred during the year ended December 31, 2022, compared to the same period in 2021. The decreases in motor and workers’ compensation losses of $65.3 million and $22.7 million, respectively, were partially offset by higher incurred losses relating to the following: •Hurricane Ian; and •growth in our general liability and multi-line contracts. The casualty loss ratio decreased 2.1 percentage points during the year ended December 31, 2022, over the equivalent 2021 period, due primarily to changes in our business mix. We increased our general liability and multi-line business, which generally incorporates lower loss ratios than the motor and workers’ compensation business it replaced. Adverse loss development on certain motor, workers’ compensation, and multi-line contracts partially offset the loss ratio decreases. | |||
| Other | $(2.2) | 0.3% | The decrease in “other” losses incurred during the year ended December 31, 2022, compared to the same period in 2021, was due primarily to certain health contracts on which we elected to reduce or not renew our participation. To a lesser extent, the decrease related to the following: •loss reserves released on certain mortgage contracts; and •crop losses incurred in the equivalent 2021 period. The decrease was partially offset by the following: •losses relating to the Russian-Ukrainian conflict; and.•growth in transactional liability and marine and energy business. The “other” loss ratio increased 0.3 percentage points during the year ended December 31, 2022, over the equivalent 2021 period, due primarily due to the decrease in “other” net earned premiums. |
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Russian-Ukrainian Conflict
Our loss and loss adjustment expenses from the Russian-Ukrainian conflict relate primarily to marine, energy, political violence, and terrorism (“MEPVT”) policies and whole account contracts, which are included in our Other - Specialty book of business. We have purchased excess of loss reinsurance to reduce our net exposure relating to MEPVT exposures. As of December 31, 2022, we have not recorded any reinsurance recoveries, as the estimated losses had not impacted the excess layers. However, we may generate recoveries under the retroceded contracts if we recognize significant further MEPVT losses from the Russian-Ukrainian conflict.
See “Critical Accounting Policies and Estimates, Loss and Loss Adjustment Expense Reserves” and “Note 7. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES” in our Notes to the consolidated financial statements for additional discussion of our reserving techniques and prior year development of net claims and claim expenses.
Acquisition Costs, Net
Details of acquisition costs are provided in the following table.
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 11,638 | 8.1 | % | $ | 11,936 | 8.2 | % | ||||||
| Casualty | 83,936 | 58.7 | 93,499 | 64.5 | ||||||||||
| Other | 47,574 | 33.2 | 39,525 | 27.3 | ||||||||||
| Total | $ | 143,148 | 100.0 | % | $ | 144,960 | 100.0 | % |
The acquisition cost ratios for the years ended December 31, 2022, and 2021, were as follows:
| 2022 | 2021 | Increase / (decrease) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | 22.2 | % | 21.3 | % | 0.9 | % | ||||||
| Casualty | 29.0 | 26.6 | 2.4 | |||||||||
| Other | 37.4 | 30.0 | 7.4 | |||||||||
| Total | 30.5 | % | 26.9 | % | 3.6 | % |
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The changes in the acquisition cost ratios during the year ended December 31, 2022, compared to the year ended December 31, 2021, were attributable to the following:
| Increase / (decrease) in acquisition cost ratio points | Explanation | ||
|---|---|---|---|
| Property | 0.9% | The increase in property acquisition cost ratio for the year ended December 31, 2022, over the comparable 2021 period, was driven by the higher ceding commissions on our growing portfolio of personal property quota share contracts relative to the reduction in our motor business. | |
| Casualty | 2.4% | The increase in the casualty acquisition cost ratio for the year ended December 31, 2022, over the comparable 2021 period, was due primarily to changes in our business mix. The motor and workers’ compensation premiums, which decreased in 2022, generally incorporate a lower ceding commission rate than the general liability and multi-line business, which grew in 2022. | |
| Other | 7.4% | The increase in the “other” acquisition cost ratio for the year ended December 31, 2022, over the comparable 2021 period, was due primarily to the following: •growth in transactional liability business, which carries higher ceding commission rates than most other specialty business; •increased profit commissions on mortgage contracts driven by favorable loss development;•new specialty quota share contracts bound in 2022, which incorporate relatively high acquisition costs; and•decreases health business, which generally carries relatively low ceding commissions. |
Ratio Analysis
The following table provides our underwriting ratios by line of business:
| Year ended December 31 | Year ended December 31 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||||||||||||
| Property | Casualty | Other | Total | Property | Casualty | Other | Total | ||||||||||||||||
| Loss ratio | 78.0 | % | 71.0 | % | 55.0 | % | 67.4 | % | 82.0 | % | 73.1 | % | 54.7 | % | 69.5 | % | |||||||
| Acquisition cost ratio | 22.2 | 29.0 | 37.4 | 30.5 | 21.3 | 26.6 | 30.0 | 26.9 | |||||||||||||||
| Composite ratio | 100.2 | % | 100.0 | % | 92.4 | % | 97.9 | % | 103.3 | % | 99.7 | % | 84.7 | % | 96.4 | % | |||||||
| Underwriting expense ratio | 4.4 | 4.5 | |||||||||||||||||||||
| Combined ratio | 102.3 | % | 100.9 | % |
General and Administrative Expenses
Details of general and administrative expenses are provided in the following table:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ($ in thousands) | ||||||
| Underwriting expenses | $ | 13,813 | $ | 12,880 | ||
| Corporate expenses | 17,793 | 16,489 | ||||
| General and administrative expenses | $ | 31,606 | $ | 29,369 |
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For the year ended December 31, 2022, general and administrative expenses increased by $2.2 million, or 7.6%, compared to the equivalent 2021 period. The increase was due primarily to (i) a $1.5 million increase in share-based compensation and (ii) $1.1 million of separation and severance costs incurred in 2022. Lower personnel bonus expense partially offset the increase.
For the year ended December 31, 2022, and 2021, general and administrative expenses included $4.7 million and $3.2 million, respectively, of costs related to share-based compensation granted to employees and directors.
Total Investment Income (Loss)
Total investment income (loss) incorporates (i) changes in the net asset value of our investment in SILP managed by DME Advisors, (ii) interest income earned on the restricted cash and cash equivalents pledged as collateral to our clients, and (iii) gains (or losses) and interest on our portfolio of strategic and Innovations investments, and investments accounted for under the equity method. We expect our total investment income, including any change in the net asset value of our investment in SILP, to fluctuate from period to period.
A summary of our total investment income (loss) is as follows:
| Year ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| ($ in thousands) | |||||||
| Interest and dividend income, net of withholding taxes | $ | 10,865 | $ | 200 | |||
| Change in unrealized gains and losses | 9,858 | 19,560 | |||||
| Realized gains (losses) | — | 14,210 | |||||
| Investment-related foreign exchange gains (losses) | (185) | (45) | |||||
| Interest, dividend, and other expenses | (6,399) | (1,860) | |||||
| Net investment-related income (loss) | $ | 14,139 | $ | 32,065 | |||
| Income (loss) from investments in related party investment fund | 54,844 | 18,087 | |||||
| Total investment income (loss) | $ | 68,983 | $ | 50,152 |
The caption “Income (loss) from investment in related party investment fund” in the above table is net of management fees paid by SILP to DME Advisors and performance compensation, if any, allocated from the Company’s investment in SILP to DME II. No performance compensation is allocated in periods of loss reported by SILP. For further information about management fees and performance compensation for the years ended December 31, 2022, and 2021, please refer to Note 3 of the consolidated financial statements.
For the year ended December 31, 2022, the Investment Portfolio managed by DME Advisors reported a gain of 25.3%, compared to a gain of 7.5% for the year ended December 31, 2021. On a gross basis, the long and the short portfolio earned 0.0%, and 26.1%, respectively, while macro and other positions gained 2.0%, during the year ended December 31, 2022. For the year ended December 31, 2022, the most significant contributors to SILP’s investment return were long positions in Twitter and Consol Energy, and a short position in a basket of stocks perceived to be overvalued. The most significant detractors for the year ended December 31, 2022, were long positions in Green Brick Partners, Danimer Scientific, and GoPro.
During the year ended December 31, 2022, some of our Innovations-related investees completed new financing rounds. The associated carry-value increases contributed to a net unrealized gain of $9.9 million (2021: $19.6 million). The unrealized gains are net of a $1.7 million valuation allowance recorded on certain Innovations-related investments during the year ended December 31, 2022 (2021: $0.5 million).
The increase in interest income for the year ended December 31, 2022, was primarily related to our restricted cash and cash equivalents, which benefited from rising U.S. interest rates. The interest, dividend, and other expenses primarily relate to interest payable on funds withheld.
For the year ended December 31, 2021, we realized gains of $14.2 million related to the sale of a strategic investment.
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For the years ended December 31, 2022, and 2021, the gross investment return (loss) on our investments managed by DME Advisors (excluding the investment advisor performance allocation) was composed of the following:
| 2022 | 2021 | ||||
|---|---|---|---|---|---|
| Long portfolio gains (losses) | — | % | 24.3 | % | |
| Short portfolio gains (losses) | 26.1 | (7.9) | |||
| Macro gains (losses) | 3.8 | (6.0) | |||
| Other income and expenses 1 | (1.8) | (2.1) | |||
| Gross investment return | 28.1 | % | 8.3 | % | |
| Net investment return 1 | 25.3 | % | 7.5 | % |
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts.
For the years ended December 31, 2022, and 2021, the Investment Portfolio was calculated based on 50% of GLRE Surplus, or the Company's shareholders' equity, as reported in the Company’s then most recent quarterly U.S. GAAP financial statements adjusted monthly for our share of the net profits and net losses reported by SILP during any intervening period (the “adjusted GLRE Surplus”). Effective January 1, 2023, the Investment Portfolio is calculated based on 60% of adjusted GLRE Surplus.
Each month, we post on our website (www.greenlightre.com) the returns from our investment in SILP.
Income Taxes
We are not obligated to pay taxes in the Cayman Islands on either income or capital gains. The Governor-In-Cabinet has granted us an exemption from any income taxes that may be imposed in the Cayman Islands for the 20 years expiring February 1, 2025.
GRIL is incorporated in Ireland and is subject to the Irish corporation tax. We expect GRIL to be taxed at 12.5% on its taxable trading income and 25% on its non-trading income, if any. Greenlight Re UK and GCM are incorporated in the United Kingdom and therefore are subject to the U.K. corporate tax rate of 19% on their profits.
Verdant is incorporated in Delaware and is subject to taxes under the U.S. federal rates and regulations prescribed by the Internal Revenue Service. We expect Verdant’s future taxable income to be taxed at 21%. For the year ended December 31, 2021, the income tax expense of $0.8 million was due primarily to the gain on the sale of our investment in AccuRisk.
At December 31, 2022, we have included a gross deferred tax asset of $2.8 million (December 31, 2021: $3.2 million) in the caption “Other assets” in the Company’s consolidated balance sheets. At December 31, 2022, a valuation allowance of $2.3 million (2021: $2.7 million) partially offset this gross deferred tax asset. We have concluded that it is more likely than not that the Company will fully realize the recorded deferred tax asset (net of the valuation allowance) in the future. We have based this conclusion on the expected timing of the reversal of the temporary differences and the likelihood of generating sufficient taxable income to realize the future tax benefit. We have not taken any other tax positions that we believe are subject to uncertainty or reasonably likely to have a material impact on the Company.
Financial Condition
Total investments
The total investments reported in the consolidated balance sheets at December 31, 2022, was $248.5 million, compared to $231.0 million at December 31, 2021, an increase of $17.5 million, or 7.6%. The increase was primarily related to gains on SILP and Innovations-related investments and the purchase of certificates of deposit. The increase was partially offset by net redemptions from SILP.
At December 31, 2022, 91.6% of SILP’s portfolio was valued based on quoted prices in actively traded markets (Level 1), 6.3% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and a nominal amount was composed of instruments valued based on non-observable inputs (Level 3). At December 31, 2022, 2.1% of SILP’s portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
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At December 31, 2022, 86% of our Innovations-related portfolio was carried at fair value on a nonrecurring basis, measured as of the investees’ most recently completed financing round, and 14% was carried at the original cost.
Other than our investment in SILP (see Notes 3 and 4 of the accompanying consolidated financial statements), we have not participated in transactions that created relationships with unconsolidated entities or financial partnerships, including VIEs, established to facilitate off-balance sheet arrangements.
Cash and cash equivalents; Restricted cash and cash equivalents
Unrestricted cash and cash equivalents decreased by $38.1 million, or 49.9%, from $76.3 million at December 31, 2021, to $38.2 million at December 31, 2022, primarily due to cash used for operations, repurchase of senior convertible debt, purchase of Innovations-related investments and collateral posted to our ceding insurers.
We use our restricted cash and cash equivalents for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash increased by $33.5 million, or 5.3%, from $634.8 million at December 31, 2021, to $668.3 million, at December 31, 2022, primarily due to collateral required by our ceding insurers.
Reinsurance balances receivable
During the year ended December 31, 2022, reinsurance balances receivable increased by $100.2 million, or 24.7%, to $505.6 million from $405.4 million at December 31, 2021. This increase was related primarily to funds withheld by cedents. At December 31, 2022, funds held by cedents were $337.4 million, compared to $246.9 million at December 31, 2021. Funds withheld predominantly relate to premiums withheld by Lloyd’s syndicates and funds contributed by the Company to Lloyd's as security for members’ underwriting activities. The remaining increase related to premiums receivable on new contracts bound during the year ended December 31, 2022.
Loss and Loss Adjustment Expense Reserves; Loss and Loss Adjustment Expenses Recoverable
Reserves for loss and loss adjustment expenses were composed of the following:
| December 31, 2022 | December 31, 2021 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Case Reserves | IBNR | Total | Case Reserves | IBNR | Total | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||
| Property | $ | 20,354 | $ | 41,361 | $ | 61,715 | $ | 21,357 | $ | 49,486 | $ | 70,843 | ||||||||||
| Casualty | 146,702 | 227,979 | 374,681 | 151,734 | 219,949 | 371,683 | ||||||||||||||||
| Other | 17,700 | 101,372 | 119,072 | 17,129 | 64,355 | 81,484 | ||||||||||||||||
| Total | $ | 184,756 | $ | 370,712 | $ | 555,468 | $ | 190,220 | $ | 333,790 | $ | 524,010 |
During the year ended December 31, 2022, the total gross loss and loss adjustment expense reserves increased by $31.5 million, or 6.0%, to $555.5 million from $524.0 million at December 31, 2021. See Note 7 of the accompanying consolidated financial statements for a summary of changes in outstanding loss and loss adjustment expense reserves and a description of prior period loss developments.
During the year ended December 31, 2022, total loss and loss adjustment expenses recoverable increased by $2.1 million, or 19.3%, to $13.2 million from $11.1 million at December 31, 2021. See Note 8 of the accompanying consolidated financial statements for a description of the credit risk associated with our retrocessionaires.
For most of the contracts we write, defined limits of liability limit our risk exposure. Once each contract’s limit of liability has been reached, we have no further exposure to additional losses from that contract. However, certain contracts, particularly quota share contracts covering first-dollar exposure, do not contain aggregate limits.
Our property and Lloyd’s business, and to a lesser extent our casualty and other business, incorporate contracts that contain natural peril loss exposure. We currently monitor our catastrophe loss exposure in terms of our PML.
We anticipate that our PMLs will vary from period to period depending upon the modeled simulated losses and the composition of our in-force book of business.
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We monitor our natural peril PMLs on a worldwide basis, with a particular focus on our peak peril regions. When these perils consist of a large geographic area, we split them into sub-regions, where the underlying geographic components can also be considered individual peril zones.
For our natural catastrophe PMLs, we utilize the output of catastrophe models at the 1-in-250-year return period. The 1-in-250-year return period PML means that we believe there is a 0.4% probability that, in any given year, an occurrence of a natural catastrophe will lead to losses exceeding the stated estimate.
It is important to note that PMLs are best estimates based on the modeled data available for each underlying risk. As a result, we cannot provide assurance that any actual event will align with the modeled event or that actual losses from events similar to the modeled events will not vary materially from the modeled event PML.
Our PML estimates incorporate all significant exposure from our reinsurance operations, including coverage for property, marine and energy, motor, and catastrophe workers’ compensation exposures.
At January 1, 2023, our estimated largest PML (net of retrocession and reinstatement premiums) at a 1-in-250-year return period for a single event and in aggregate was $77.5 million and $83.5 million, respectively, both relating to the peril of North Atlantic Hurricane.
The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period.
| January 1, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Net 1-in-250 Year Return Period | |||||||
| Peril | Single Event Loss | Aggregate Loss | |||||
| ($ in thousands) | |||||||
| North Atlantic Hurricane | $ | 77,503 | $ | 83,521 | |||
| Southeast Hurricane | 64,207 | 65,714 | |||||
| Gulf of Mexico Hurricane | 51,106 | 55,608 | |||||
| Northeast Hurricane | 50,603 | 50,603 | |||||
| North America Earthquake | 66,958 | 69,979 | |||||
| California Earthquake | 61,100 | 64,216 | |||||
| Other N.A. Earthquake | 22,914 | 24,505 | |||||
| Japan Earthquake | 21,137 | 22,586 | |||||
| Japan Windstorm | 17,511 | 19,549 | |||||
| Europe Windstorm | 30,758 | 35,053 |
Total shareholders’ equity
Total equity reported on the consolidated balance sheet increased by $27.5 million to $503.1 million at December 31, 2022, compared to $475.7 million at December 31, 2021. The increase in shareholders’ equity during the year ended December 31, 2022, was primarily due to the net income of $25.3 million reported for the year, partially offset by the adoption of ASU 2020-06 (see Note 2 of the accompanying consolidated financial statements). For details of other movements in shareholders’ equity, please see the “Consolidated Statements of Changes in Shareholders’ Equity” in the accompanying consolidated financial statements.
Liquidity and Capital Resources
General
Greenlight Capital Re is a holding company with no operations of its own. As a holding company, Greenlight Capital Re has minimal continuing cash needs, most of which are related to the payment of corporate and general administrative expenses and interest expenses. We conduct all our underwriting operations through our wholly-owned reinsurance subsidiaries, Greenlight Re and GRIL, which underwrite property and casualty reinsurance. There are restrictions on Greenlight Re’s and GRIL’s ability to pay dividends described in more detail below. Our current policy is to retain earnings to support the growth of our business. We currently do not expect to pay dividends on our ordinary shares.
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At December 31, 2022, Greenlight Re and GRIL were each rated “A- (Excellent)” with a stable outlook by A.M. Best. The ratings reflect A.M. Best’s opinion of our reinsurance subsidiaries’ financial strength, operating performance, and ability to meet obligations. They are not evaluations directed toward the protection of investors or a recommendation to buy, sell or hold our Class A ordinary shares. If A.M. Best downgrades our ratings below “A- (Excellent)” or withdraws our rating, we could be severely limited or prevented from writing any new reinsurance contracts, which would significantly and negatively affect our business. Our A.M. Best ratings may be revised or revoked at the sole discretion of the rating agency.
Some of our assumed reinsurance contracts contain provisions that permit our clients to cancel the contract or require additional collateral in the event of a downgrade in our A.M. Best ratings below A- (Excellent) or a reduction of our capital or surplus below specified levels over the course of the agreement. In the periods presented, there were no such cancellations or other adjustments relating to novations, commutations, or similar actions that had a material impact on our premiums written, net income, or liquidity position, either individually or in the aggregate.
Contracts containing such cancellation rights represented approximately 8% of gross premiums written during 2022. We believe if all additional collateral requirements had been triggered at December 31, 2022, additional required collateral would equal approximately $92 million.
Sources and Uses of Funds
Our sources of funds consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income. We use cash from our operations to pay losses and loss adjustment expenses, profit commissions, interest, and general and administrative expenses. At December 31, 2022, all of our investable assets, excluding strategic and Innovations investments and funds required for business operations and capital risk management, are invested by DME Advisors in SILP, subject to our investment guidelines. We can redeem funds from SILP at any time for operational purposes by providing three days’ notice to the general partner. At December 31, 2022, the majority of SILP’s long investments were composed of cash and cash equivalents and publicly traded equity securities, which can be readily liquidated to meet our redemption requests. We record all investment income (loss), including any changes in the net asset value of SILP, and any unrealized gains and losses, in our consolidated statements of operations for each reporting period.
For the years ended December 31, 2022, and 2021, the net cash used in operating activities was $31.8 million and $56.3 million, respectively. The net cash used in operating activities was used primarily for our underwriting activities and for payment of corporate and general administrative expenses. Generally, if the premiums collected exceed claim payments within a given period, we generate cash from our underwriting activities. Our underwriting activities represented a net use of cash for the years ended December 31, 2022, and 2021, as the losses we paid exceeded the premiums we collected. On our Lloyd’s syndicate contracts, we do not receive any premiums until the year of account is settled, net of losses, at the end of three years. Our Lloyd’s syndicate business has been growing in recent years. The increase in funds contributed to Lloyd's as security for members' underwriting activities has contributed to the net use of cash for underwriting activities. The cash used in and generated from underwriting activities may vary significantly from period to period depending on the mix of business, the nature of underwriting opportunities available, and the volume of claims submitted to us by our cedents.
For the year ended December 31, 2022, our investing activities provided net cash of $47.0 million. We redeemed $60.2 million of cash from SILP (net of contributions) and used $13.2 million for new Innovations and other investments. By comparison, for the same period in 2021, our investing activities provided net cash of $23.1 million.
For the year ended December 31, 2022, we used $19.8 million to repurchase our convertible senior notes. During the same period in 2021, we used $10.0 million to repurchase our Class A ordinary shares.
At December 31, 2022, we believe we have sufficient liquidity to meet our foreseeable financial requirements. We do not expect the recent global events, including Hurricane Ian, the Russian-Ukrainian conflict, and the COVID-19 pandemic, to materially impact our operational liquidity needs. These needs will be met by cash, funds generated from underwriting activities, and investment income, including withdrawals from SILP if necessary. At December 31, 2022, we expect to fund our operations for the foreseeable future from operating and investing cash flows.
We are evaluating various alternatives in relation to the convertible senior notes that mature in August 2023. In addition, we may explore various financing options, including debt refinancing and other capital raising alternatives, to fund our business strategy, improve our capital structure, increase surplus, pay claims, or make acquisitions. We can provide no assurances regarding the terms of such transactions or that any such transactions will occur. If we are unable to refinance the convertible senior notes, we will be required to fund settlement at maturity using cash on hand, or withdrawals from SILP, which may negatively affect our ability to implement our business strategy.
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Although GLRE is not subject to any significant legal prohibitions on the payment of dividends, Greenlight Re and GRIL are each subject to regulatory minimum capital requirements and regulatory constraints that affect their ability to pay dividends to us. In addition, any dividend payment would have to be approved by the relevant regulatory authorities prior to payment. At December 31, 2022, Greenlight Re and GRIL exceeded their regulatory minimum capital requirements.
Letters of Credit and Trust Arrangements
At December 31, 2022, neither Greenlight Re nor GRIL was licensed or admitted as a reinsurer in any jurisdiction other than the Cayman Islands and the European Economic Area, respectively. Many jurisdictions do not permit domestic insurance companies to take credit on their statutory financial statements for loss recoveries or ceded unearned premiums unless appropriate measures are in place for reinsurance obtained from unlicensed or non-admitted insurers. As a result, we anticipate that all of our U.S. clients and some non-U.S. clients will require us to provide collateral through funds withheld, trust arrangements, letters of credit, or a combination thereof.
At December 31, 2022, we had one (2021: one) letter of credit facility available with an aggregate capacity of $275.0 million (2021: $275.0 million). See Note 15 of the accompanying consolidated financial statements for details on the letter of credit facility. We provide collateral to cedents in the form of letters of credit and trust arrangements. At December 31, 2022, the aggregate amount of collateral provided to cedents under such arrangements was $667.6 million (2021: $633.9 million). At December 31, 2022, the letters of credit and trust accounts were secured by restricted cash and cash equivalents with a total fair value of $668.3 million (2021: $634.8 million).
The letter of credit facility contains customary events of default and restrictive covenants, including but not limited to limitations on liens on collateral, transactions with affiliates, mergers, and sales of assets, as well as solvency and maintenance of certain minimum pledged equity requirements and restricts issuance of any debt without the consent of the letter of credit provider. Additionally, if an event of default exists, as defined in the letter of credit facility, Greenlight Re would be prohibited from paying dividends to its parent company. The Company was in compliance with all the covenants of this facility at December 31, 2022.
Capital
Our capital structure currently consists of senior convertible notes and equity issued in two classes of ordinary shares. We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future. Consequently, we do not presently anticipate that we will incur any additional material indebtedness in the ordinary course of our business. However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have filed a Form S-3 registration statement, which expires in July 2024. In addition, as noted above, we may explore various financing alternatives, although there can be no assurance that additional financing will be available on acceptable terms when needed or desired. We did not make any significant commitments for capital expenditures during the year ended December 31, 2022.
The Board of Directors had previously approved a share repurchase plan authorizing the Company to repurchase up to $25.0 million of Class A ordinary shares or securities convertible into Class A ordinary shares in the open market through privately negotiated transactions or Rule 10b5-1 stock trading plans.
On April 26, 2022, the Board of Directors renewed and extended the share repurchase plan until June 30, 2023. The Company is not required to repurchase any Class A ordinary shares, and the repurchase plan may be modified, suspended, or terminated at the election of our Board of Directors at any time without prior notice. During the year ended December 31, 2022, the Company repurchased 4,933 Class A ordinary shares at an average share price of $7.04.
The Company may, from time to time, repurchase some of its 4.00% convertible senior notes due 2023 (the “Notes”) in privately negotiated transactions, in open market repurchases, or pursuant to one or more tender offers. During the year ended December 31, 2022, the Company repurchased and retired Notes with a face value of $20.4 million. Subsequent to December 31, 2022, the Company repurchased and retired an additional $13.8 million of Notes.
Under the Company’s stock incentive plan, the number of Class A ordinary shares authorized for issuance is 8.0 million shares. At December 31, 2022, 2,011,426 Class A ordinary shares were available for future issuance under the Company’s stock incentive plan. The Compensation Committee of the Board of Directors administers the stock incentive plan.
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Contractual Obligations and Commitments
Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain. At December 31, 2022, we estimate that we will pay the loss and loss adjustment expense reserves as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | |||||||||||||
| Loss and loss adjustment expense reserves (1) | 275,512 | 164,974 | 62,768 | 52,214 | 555,468 |
(1) Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
Greenlight Re entered into a lease agreement for office space in the Cayman Islands commencing July 1, 2021 and expiring June 30, 2026, unless Greenlight Re exercises its right to renew it for another five years. GRIL entered into a lease agreement for office space in Dublin, Ireland commencing October 1, 2021, and expiring September 30, 2031, unless GRIL exercises the break clause by providing a notice of termination at least nine months prior to September 30, 2026. The aggregate annual lease obligation ranges from $0.5 million to $0.6 million.
At December 31, 2022, the Company has $79.6 million of senior convertible notes payable, which mature on August 1, 2023. The Company is obligated to make semiannual interest payments of $2.0 million at an interest rate of 4.0% per annum. The Company has received regulatory approval to declare dividends from Greenlight Re to meet the interest payments obligation.
Pursuant to the IAA between SILP and DME Advisors, DME Advisors is entitled to a monthly management fee equal to 0.125% (1.5% on an annual basis) of each limited partner’s Investment Portfolio, as provided in the SILP LPA. The IAA has an initial term ending on August 31, 2023, subject to automatic extension for successive three-year terms. Pursuant to the SILP LPA, DME II is entitled to a performance allocation equal to 20% of the net profit, calculated per annum, of each limited partner’s share of the capital account managed by DME Advisors, subject to a loss carry-forward provision. DME II is not entitled to earn a performance allocation in a year in which SILP incurs a loss. The loss carry-forward provision contained in the SILP LPA allows DME II to earn a reduced performance allocation of 10% of net profits in years subsequent to the year in which the capital accounts of the limited partners incur a loss until all losses are recouped, and an additional amount equal to 150% of the loss is earned. At December 31, 2022, we estimate the reduced performance allocation of 10% to continue to be applied until SILP achieves additional investment returns of 148.5%, at which point the performance allocation will revert to 20%. For detailed breakdowns of management fees and performance compensation for the year ended December 31, 2022, and 2021, please refer to Note 3 of the consolidated financial statements.
The Company has entered into a service agreement with DME Advisors pursuant to which DME Advisors will provide investor relations services to us for compensation of $5,000 per month plus expenses. The service agreement had an initial term of one year and continues for sequential one-year periods until terminated by us or DME Advisors. Either party may terminate the service agreement for any reason with 30 days prior written notice to the other party.
Our related party transactions are presented in Note 14 to the accompanying consolidated financial statements.
Effects of Inflation
Inflation generally affects the cost of claims and claim expenses. Long-tailed lines of business generally have greater exposure to inflation than short-tailed lines, with this differential becoming more pronounced as the severity of inflation increases. Our underwriting portfolio is predominantly short-tailed, and we actively manage our exposures to classes that experience significant inflation. Our pricing and reserving models incorporate the anticipated effects of inflation on our claim costs, and we regularly review and update our assumptions. However, we cannot predict or estimate the onset, duration, and severity of an inflationary period with precision. The actual effect of inflation may differ significantly from our assumptions.
Inflation can also affect the asset values in SILP’s investment portfolio. DME Advisors regularly monitors and re-positions SILP’s investment portfolio to deal with the impact of inflation on its underlying investments, and holds macro positions to benefit from a rising inflationary environment.
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FY 2021 10-K MD&A
SEC filing source: 0001385613-22-000026.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to “we,” “us,” “our,” “our company,” or “the Company” refer to Greenlight Capital Re, Ltd. (“GLRE”) and its wholly-owned subsidiaries, Greenlight Reinsurance, Ltd, (“Greenlight Re”), Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), Greenlight Re Marketing (UK) Limited (“Greenlight Re UK”) and Verdant Holding Company, Ltd. (“Verdant”), unless the context dictates otherwise. References to our “Ordinary Shares” refer collectively to our Class A Ordinary Shares and Class B Ordinary Shares.
The following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes, which appear elsewhere in this filing.
The following is a discussion and analysis of our results of operations for the years ended December 31, 2021 and 2020 and financial condition at December 31, 2021 and 2020.
We have omitted discussion of the earliest of the three years covered by our consolidated financial statements presented in this report because we included that disclosure in our Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 10, 2021. You are encouraged to reference Part II, Item 7, within that report, for a discussion of our financial condition and result of operations for the fiscal year ended December 31, 2020, compared to the fiscal year ended December 31, 2019.
General
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with a reinsurance and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces. We focus on delivering risk solutions to clients and brokers who value our expertise, analytics, and customer service offerings.
We aim to complement our underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. Our investment portfolio is managed according to a value-oriented philosophy, in which our investment advisor takes long positions in perceived undervalued securities and short positions in perceived overvalued securities. In 2018, we launched our Greenlight Re Innovations unit, which supports technology innovators in the (re)insurance market by providing investment, risk capacity, and access to a broad insurance network.
Because we seek to capitalize on favorable market conditions and opportunities, period-to-period comparisons of our underwriting results may not be meaningful. Also, our historical investment results are not necessarily indicative of future performance. Due to the nature of our reinsurance and investment strategies, our operating results will likely fluctuate from period to period.
The Company’s subsidiaries hold an A.M. Best Financial Strength Rating of A- (Excellent) with a stable outlook.
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Outlook and Trends
During 2021, we saw improved rates in most of the classes of business we write, which enabled us to selectively expand our specialty book while taking advantage of improved rates. Our in-force portfolio reflects increased diversification across the classes of business we write and a lower concentration of risk to individual counterparties than at any time in our history.
After another year of significant property catastrophe losses in 2021, it is not clear to us how the reinsurance market will respond. We believe that structural problems within the “pure catastrophe” class will limit premium rate increases in the class. However, we believe that the recent property catastrophe losses will help support and extend the generally favorable market conditions in most other classes. We expect that higher inflation, resulting in higher interest rates, may dampen some support for overall pricing conditions.
Over the past four years, our underwriting portfolio has become considerably more diversified as we have shifted our underwriting away from being dominated by a small number of large accounts. This diversification has also exposed us to a wider array of global insurance events, but we believe that taking on risk that is well priced, diversified and risk-managed, is key to achieving optimal underwriting results.
We continue to be encouraged by our Innovations unit, whose central objective is to enhance our underwriting product and quality of return by establishing a range of strategic partnerships. Underwriting business derived from Innovations business represented approximately 6% of our total written premium during 2021, and we see the potential for significant growth from Innovations-derived underwriting opportunities going forward.
In January 2022, we received in-principle approval from Lloyd’s to establish an insurtech-focused syndicate (“Syndicate 3456”). We expect Syndicate 3456 to enable us to provide capacity to our growing portfolio of Innovations partners. We anticipate Syndicate 3456 to commence operations in the second quarter of 2022.
Segments
We have one operating segment, Property & Casualty reinsurance, and we analyze our business based on the following categories:
| ● | Property | |
|---|---|---|
| ● | Casualty | |
| ● | Other |
Property business covers automobile physical damage, personal lines, and commercial lines exposures. Property business includes both catastrophe and non-catastrophe coverage. We expect catastrophe business to make up a small proportion of our property business.
Casualty business covers general liability, motor liability, professional liability, and workers’ compensation exposures. The Company’s multi-line business relates predominantly to casualty reinsurance, and as such, the Company includes all multi-line business within the casualty category. Casualty business generally has losses reported and paid over a longer period than property business. We categorize Lloyd’s syndicate contracts, which incorporate incidental catastrophe exposure, as multi-line (and therefore casualty) business.
Other business covers accident and health, financial lines (including transactional liability, mortgage insurance, surety, and trade credit), marine, energy, and to a lesser extent, other specialty business such as aviation, crop, cyber, political, and terrorism exposures.
Revenues
We derive our revenues from two principal sources:
| ● | premiums from reinsurance on property and casualty business assumed; and | |
|---|---|---|
| ● | income from investments. |
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We recognize premiums written as revenues, net of any applicable underlying reinsurance coverage, over the term of the related policy or contract. Depending on the contract structure, the earnings period could be the same as the reinsurance contract or based on the terms of the underlying insurance policies.
Income from our investments is primarily composed of:
| ● | income (or loss) generated from our investment in SILP; |
|---|---|
| ● | gains (or losses) from our other investments, including Innovations and an investment accounted for as equity method investment; |
| ● | interest income from money market funds; and |
| ● | interest income and gains (or losses) from promissory notes receivable. |
In addition, we may from time to time derive other income from interest on deposit accounted contracts, fees generated from advisory services, and fees relating to overrides, profit commissions, and the contractual fees upon early termination of contracts.
Expenses
Our expenses consist primarily of the following:
| ● | underwriting losses and loss adjustment expenses; | |
|---|---|---|
| ● | acquisition costs; | |
| ● | general and administrative expenses; | |
| ● | interest expense; and | |
| ● | investment-related expenses. |
The extent of our loss and LAE is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage. As described below, loss and loss adjustment expenses include an actuarially determined estimate of losses incurred, including losses incurred during the period and changes in estimates from prior periods. The period over which we pay loss and LAE reserves depends on the nature of the coverage provided and generally extends over a period of multiple years.
Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term.
General and administrative expenses consist primarily of salaries and benefits and related costs, including costs associated with our incentive compensation plan, bonuses, and stock compensation expenses. General and administrative expenses also include professional fees, travel and entertainment, information technology, rent and other general operating costs. General and administrative expenses reported on our consolidated statements of operations include both underwriting and corporate expenses.
For stock option expenses, we calculate compensation cost using the Black-Scholes option pricing model and recognize the associated expense over the stock options’ vesting periods, which vary and have historically ranged from zero to six years. For restricted stock awards and restricted stock units with only service conditions, we calculate compensation cost using each award’s grant date fair value and recognize the associated expense of the stock awards over their vesting periods, which typically range from one to three years. For restricted stock awards that include both service and performance conditions, we recognize the associated expense when we determine that it is probable that the performance conditions will be achieved.
Interest expense consists of interest paid and accrued on senior convertible notes and the amortization of (i) issuance expenses, and (ii) the note discount. In addition, we incur interest expense on deposit accounted contracts.
Investment-related expenses primarily consist of management fees and performance compensation paid to the investment advisor. We net these expenses against investment income (loss) in our consolidated financial statements.
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Critical Accounting Policies and Estimates
Our consolidated financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part I. Item IA. — Risk Factors,” cause actual events or results to differ materially from our underlying assumptions or estimates, there could be a material adverse effect on our results of operations, financial condition, or liquidity. We believe that the following accounting policies affect the more significant estimates used to prepare our consolidated financial statements. We have summarized the descriptions below for clarity. We have included a more detailed description of our significant accounting policies and recently issued accounting standards in Note 2 to the consolidated financial statements.
Premium Revenues and Risk Transfer. We record our property and casualty reinsurance premiums as premiums written based upon contract terms and information received from ceding companies and their brokers. Excess of loss reinsurance contracts typically state premiums as a percentage of the subject premiums written by the client, subject to a minimum and deposit premium. The minimum and deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term. The minimum and deposit premium is reported initially as premiums written and adjusted, if necessary, in subsequent periods once the actual subject premium is known.
Certain contracts provide for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs.
Our clients estimate the gross premiums written at the contract’s inception for each proportional contract we underwrite. Our underwriters utilize the client’s estimate to determine our best estimate, which we use to initially account for such premiums. In subsequent periods, we adjust our estimates based on our client’s actual reports and our expectations of industry developments. As the contract progresses, we monitor actual premiums received in conjunction with the client’s correspondence to refine our estimate. Variances from initial gross premiums written estimates are generally greater for proportional contracts than for non-proportional contracts. We earn premiums on proportional contracts over the risk coverage period. Unearned premiums represent the unexpired portion of reinsurance provided.
At the inception of each of our reinsurance contracts, we receive premium estimates from the client, which we use in conjunction with historical and industry data to estimate what we believe will be the ultimate premium payable under each contract. We receive actual premiums written by each client as the client reports the actual results of the underlying insurance writings to us monthly or quarterly (depending on the contract). We book the actual premiums written when we receive them from our client. Each reporting period, we estimate the premiums written for stub periods that have not yet been reported to us by the client. For example, at year-end, we may have to estimate December premiums ceded under certain contracts since the client may not be required to report the actual results to us until after we have issued our audited consolidated financial statements. Typically, we only use premium estimates for unreported stub periods, which account for a small percentage of our total premiums written.
We confirm the accuracy and completeness of premiums reported by our clients by reviewing the client’s statutory filings or performing an audit of the client under the contract terms. Discrepancies between premiums ceded and reported under a contract are, in our experience, rare. To date, we have not had any material difference in premiums reported by a client that required a formal dispute resolution process.
Assessing whether a reinsurance contract meets the conditions for risk transfer requires judgment. The determination of risk transfer is critical to reporting premiums written and is based, in part, on the use of actuarial and pricing models and assumptions. If we determine that a reinsurance contract does not transfer sufficient risk to merit reinsurance accounting treatment, we report the premium we receive as a deposit liability. Similarly, we report the premium we pay as a deposit asset for ceded contracts that do not transfer sufficient risk to merit reinsurance accounting. Any income and expense on deposit accounted contracts is calculated using the interest method and recorded in the consolidated statements of operations under the captions “Other income (expense)” and “Deposit interest expense,” respectively.
Investments. We carry our investment in SILP at fair value, based on the most recent net asset value obtained from SILP’s third-party administrator. The caption “Other investments” in our consolidated balance sheets includes private and unlisted equity securities that do not have readily determinable fair values. We determine these private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting date, we qualitatively consider whether the investment is impaired on the basis of certain impairment indicators. If we determine that the equity security is impaired on the basis of the qualitative assessment, we recognize an impairment loss in the caption “Net investment income (loss)” in the consolidated statements of operations. We determine realized gains and losses from other investments based on the specific identification
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method (by reference to cost or amortized cost, as appropriate). These gains and losses are included in the captions “Net investment income (loss)” in the consolidated statements of operations.
Loss and Loss Adjustment Expense Reserves. The process of estimating our loss and LAE reserves involves a considerable degree of judgment, and our estimates as of any given date are inherently uncertain. Estimating loss and LAE reserves requires us to make assumptions regarding reporting and development patterns, frequency and severity trends, claims settlement practices, potential changes in legal environments, inflation, loss amplification, foreign exchange movements, and other factors. These estimates and judgments are based on numerous considerations and are often revised as (i) we receive changes in loss amounts reported by ceding companies and brokers; (ii) we obtain additional information, experience, or other data; (iii) we develop new or improved methodologies; or (iv) we observe changes in the legal environment.
Our loss and LAE reserves relating to short-tail property risks are typically reported to us and settled more promptly than those relating to our long-tail risks. However, the timeliness of loss reporting can be affected by such factors as the nature of the event causing the loss, the location of the loss, whether the loss is from policies in force with primary insurers or with reinsurers, and where our exposure falls within the cedent’s overall reinsurance program.
Our loss and LAE reserves are composed of case reserves (based on claims reported to us) and IBNR reserves, including the associated claims handling costs.
We determine case reserve estimates based on loss reports received. We determine our IBNR reserve estimates using standard actuarial methods as well as a combination of our own historical and current loss experience, insurance industry loss experience, assessments of pricing adequacy trends, and our professional judgment. In estimating our IBNR reserve, we estimate the total ultimate loss and LAE we expect to incur and subtract paid claims and case reserves.
The nature and extent of our judgment in the reserving process depend in part upon the type of business. Some of our property treaty reinsurance contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes. Given the nature of these events and the losses generated by them, traditional actuarial reserving methods may not prove to be reliable indicators of the final outcome. As such, for contracts or losses of this type, we estimate the ultimate cost associated with a single loss event rather than perform analysis on the historical development patterns of past losses as a means of estimating the ultimate losses for an entire accident year. We estimate our reserves for these large events on a contract-by-contract basis by reviewing policies with known or potential exposure to a particular loss event.
For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques. We supplement our analysis with industry loss ratio and development pattern information in conjunction with our own experience. The weight given to a particular method will depend on many factors, including the homogeneity within the class of business, the volume of losses, the maturity of the accident year, and the length of the expected development tail. For example, the expected loss ratio method assumes that the ratio of premiums and losses remains constant. In contrast, development methods rely on observable patterns within reported losses, both historical and newly reported, to establish a view of the ultimate loss incurred. Therefore, as an accident year matures, we may migrate from an expected loss ratio method to an incurred development method.
As a predominantly broker-market reinsurer for both excess-of-loss and proportional contracts, we rely on loss information reported to brokers by primary insurers who, in turn, must estimate their losses at the policy level, often based on incomplete and changing information. The information we receive varies by cedent and may include paid losses, estimated case reserves, and an estimated provision for IBNR reserves. Reserving practices and data-reporting quality differ among ceding companies, which adds further uncertainty to our estimation of ultimate losses. The nature and extent of information received from ceding companies and brokers also vary widely depending on the type of coverage, the contractual reporting terms (which are affected by market conditions and practices), and other factors. Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies.
Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts. The combined characteristics of low claim frequency and high claim severity make the available data less useful for predicting ultimate losses.
In the case of proportional contracts, we rely on an analysis of a cedent’s historical experience, industry information, and the underwriters’ professional judgment in estimating reserves. We also utilize ultimate loss ratio forecasts when reported by cedents and brokers, which are ordinarily subject to three to six-month lags for proportional business. Due to the degree of reliance we place on ceding companies for claims reporting, our reserve estimates are highly dependent on ceding companies’
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judgment. Furthermore, during the loss settlement period, which may last several years, additional facts regarding individual claims and trends will often become known, and case law may change, affecting ultimate expected losses.
Since we rely on ceding company data in the process of establishing our loss and LAE reserves, we maintain procedures designed to mitigate the risk that such information is incomplete or inaccurate. These procedures include: (i) comparisons of expected premiums to reported premiums, which helps us to identify delinquent client periodic reports; (ii) ceding company audits to identify inaccurate or incomplete reporting of claims and ensure that claims are actively and appropriately managed in line with agreed protocols and settlement authority limits; and (iii) underwriting reviews to ascertain that the losses ceded are covered as provided under the contract terms. Each subsequent year of loss experience with a given cedent provides additional insight into the accuracy and timeliness of previously reported information. These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop.
We monitor the development of our prior-year losses during subsequent calendar years by comparing the actual reported losses against previous estimates and current expectations. The analysis of this loss development is an essential factor in the ongoing refinement of our reserving assumptions.
Estimating loss reserves for our book of longer-tail casualty reinsurance business, which we write on both a proportional and non-proportional basis, involves further uncertainties. In addition to the uncertainties described above, casualty business can be subject to longer reporting lags than property business, and claims often take several years to settle. During this period, additional factors and trends will be revealed, and, as they become apparent, we may adjust our reserves accordingly. There is also the potential for the emergence of new types of losses within our casualty book. Therefore, any factors that extend the time until our cedents settle claims add uncertainty to the reserving process.
The uncertainties inherent in the reserving process, together with the potential for unforeseen developments, including changes in laws and the prevailing interpretation of policy terms, may result in our loss and LAE reserves being materially greater or less than the loss and LAE reserves we initially established. We reflect adjustments to our loss and LAE reserves in our financial results during the period in which they are determined. Changes to our prior year loss reserves will impact our current underwriting results by improving our results if the prior year reserves prove redundant or impairing our results if the prior year reserves prove insufficient.
We believe that our reserves for loss and LAE are sufficient to cover losses that fall within the terms of our policies and agreements with our insured and reinsured customers based on the methodologies used to estimate those reserves. However, we can provide no assurance that actual losses will not (i) be less than or (ii) exceed our total established reserves.
Please refer to Notes 2 and 7 of our consolidated financial statements for a more detailed explanation of our loss reserving methodology and the loss development tables by accident year, respectively, as required under U.S. GAAP.
Share-Based Payments. We have established a stock incentive plan for directors, employees, and consultants. We recognize share-based compensation transactions using the fair value at the award’s grant date. We calculate the compensation for restricted stock awards and restricted stock units (“RSUs”) based on the price of the Company’s common shares at the grant date. We recognize the associated expense, adjusted for estimated forfeitures, over the vesting period and incorporate the probability of meeting any performance conditions. We estimate the forfeiture rate for restricted stock awards and RSUs based on our historical experience and expectations of future forfeitures. The forfeiture rate reduces the unamortized grant date fair value of unvested outstanding restricted stock awards and RSUs and the associated stock compensation expense. As restricted shares and RSUs are forfeited, we reduce the number of outstanding restricted shares and RSUs and compare the remaining unamortized grant date fair value to the assumed forfeiture levels. We record true-up adjustments as deemed necessary. For the year ended December 31, 2021, we have assumed a forfeiture rate of 9.0% (2020: 7.0% and 2019: 7.0%) for restricted stock awards and RSUs granted.
We recognize the expense of share purchase options over the vesting period on a graded vesting basis. Determining the fair value of share option awards at the grant date requires significant estimation and judgment. We use an option-pricing model (Black-Scholes pricing model) to assist in calculating fair value. We base the estimate of expected volatility on our Class A ordinary shares’ daily historical trading data from the date these shares commenced trading (May 24, 2007) to the grant date.
If actual results differ significantly from these estimates and assumptions, particularly concerning our estimation of volatility and forfeiture rates, share-based compensation expense, primarily relating to future share-based awards, could be materially impacted.
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Key Financial Measures and Non-GAAP Measures
Basic Book Value Per Share and Fully Diluted Book Value Per Share
We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry.
We calculate basic book value per share based on ending shareholders' equity and aggregate of Class A and Class B Ordinary shares issued and outstanding, as well as all unvested restricted shares. Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options, and RSUs issued and outstanding at any period end. Fully diluted book value per share also includes the dilutive effect, if any, of ordinary shares to be issued upon conversion of the convertible notes.
Our primary financial goal is to increase fully diluted book value per share over the long term.
The following table presents the calculation of basic and fully diluted book value per share for the recent periods.
| December 31, 2021 | December 31, 2020 | December 31, 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands, except per share and share amounts) | ||||||||||
| Numerator for basic and fully diluted book value per share: | ||||||||||
| Total equity (U.S. GAAP) (numerator for basic and fully diluted book value per share) | $ | 475,663 | $ | 464,857 | $ | 477,183 | ||||
| Denominator for basic and fully diluted book value per share: (1) | ||||||||||
| Ordinary shares issued and outstanding (denominator for basic book value per share) | 33,844,446 | 34,514,790 | 36,994,110 | |||||||
| Add: In-the-money stock options and RSUs issued and outstanding | 154,134 | 116,722 | 63,582 | |||||||
| Denominator for fully diluted book value per share | 33,998,580 | 34,631,512 | 37,057,692 | |||||||
| Basic book value per share | $ | 14.05 | $ | 13.47 | $ | 12.90 | ||||
| Increase (decrease) in basic book value per share ($) | $ | 0.58 | $ | 0.57 | $ | (0.22) | ||||
| Increase (decrease) in basic book value per share (%) | 4.3 | % | 4.4 | % | (1.7) | % | ||||
| Fully diluted book value per share | $ | 13.99 | $ | 13.42 | $ | 12.88 | ||||
| Increase (decrease) in fully diluted book value per share ($) | $ | 0.57 | $ | 0.54 | $ | (0.22) | ||||
| Increase (decrease) in fully diluted book value per share (%) | 4.2 | % | 4.2 | % | (1.7) | % |
(1) All unvested restricted shares, including those with performance conditions, are included in the “basic” and “fully diluted” denominators. At December 31, 2021, the number of unvested restricted shares with performance conditions was 193,149 (December 31, 2020: 193,149, December 31, 2019: 356,900).
Management also uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and allow for a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as a substitute for those determined under U.S. GAAP.
The key non-GAAP financial measures used in this report are:
• Adjusted combined ratio; and
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• Net underwriting income (loss).
These non-GAAP measures are described below.
Adjusted combined ratio
“Combined ratio” is a commonly used measure in the property and casualty insurance industry and is calculated using U.S. GAAP components. We use the combined ratio, along with an analysis of significant drivers, to evaluate our underwriting performance. During 2020, in an effort to further evaluate our underwriting performance, we introduced the “adjusted combined ratio,” a non-GAAP measure that excludes the effects of underwriting losses attributable to (i) prior accident-year reserve development, (ii) catastrophe losses, and (iii) certain significant, infrequent loss events. we have since determined that the use of this measure does not significantly enhance our or investors’ understanding of the underlying trends or variability in our underwriting results. Accordingly, we do not intend to use or disclose our adjusted combined ratio in future periods.
In calculating the adjusted combined ratio, we exclude underwriting income and losses attributable to (i) prior accident-year reserve development, (ii) catastrophe events, and (iii) other significant infrequent adjustments.
Prior accident-year reserve development, which can be favorable or unfavorable, represents changes in our estimates of losses and loss adjustment expenses associated with loss events that occurred in prior years.
By their nature, catastrophe events and other significant infrequent adjustments are not representative of the type of loss activity that we would expect to occur in every period.
The following table reconciles the combined ratio to the adjusted combined ratio:
| Year ended December 31 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| Combined ratio | 100.9 | % | 100.4 | % | 106.9 | % | ||||||
| Impact on combined ratio of selected items: | ||||||||||||
| Prior-year development | (1.5) | % | 0.8 | % | 6.2 | % | ||||||
| Catastrophes (current year) | 6.1 | % | 2.0 | % | 3.6 | % | ||||||
| Other adjustments | 2.2 | % | 1.6 | % | — | % | ||||||
| Adjusted combined ratio | 94.1 | % | 96.0 | % | 97.1 | % |
• The caption “Other adjustments” represents, for the year ended December 31, 2021, interest income and expense on deposit-accounted contracts due to changes in the associated estimated ultimate cash flows and, for the year ended December 31, 2020, losses relating to the COVID-19 pandemic.
Net Underwriting Income (Loss)
One way that we evaluate the Company’s underwriting performance is by measuring net underwriting income (loss). We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations. We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance. Management also believes that this measure follows industry practice and allows the users of financial information to compare the Company’s performance with that of our industry peer group.
Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used to calculate net income before taxes under U.S. GAAP. We calculate net underwriting income (loss) as net premiums earned, plus other income relating to reinsurance and deposit-accounted contracts, less deposit interest expense, less net loss and loss adjustment expenses, acquisition costs, and underwriting expenses. The measure excludes, on a recurring basis: (1) investment income (loss); (2) other income (expense) not related to underwriting, including foreign exchange gains or losses and adjustments to the allowance for expected credit losses; (3) corporate general and administrative expenses; and (4) interest expense. We exclude total investment income or loss, foreign exchange gains or losses, and expected credit losses as we believe these items are influenced by market conditions and other factors not related to underwriting decisions. We exclude corporate and interest expenses because these costs are generally fixed and not incremental to or directly related to our underwriting operations. We believe all of these amounts are largely independent of our underwriting process, and including them could hinder the analysis
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of trends in our underwriting operations. Net underwriting income (loss) should not be viewed as a substitute for U.S. GAAP net income before income taxes.
The reconciliations of net underwriting income (loss) to income (loss) before income taxes (the most directly comparable U.S. GAAP financial measure) on a consolidated basis are shown below:
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| ($ in thousands) | ||||||||||
| Income (loss) before income tax | $ | 21,324 | $ | 4,290 | $ | (3,503) | ||||
| Add (subtract): | ||||||||||
| Total investment (income) loss | (50,152) | (25,532) | (52,267) | |||||||
| Other non-underwriting (income) expense | 880 | (686) | 467 | |||||||
| Corporate expenses | 16,489 | 14,036 | 15,560 | |||||||
| Interest expense | 6,263 | 6,280 | 6,263 | |||||||
| Net underwriting income (loss) | $ | (5,196) | $ | (1,612) | $ | (33,480) |
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Results of Operations
The table below summarizes our operating results for the years ended December 31, 2021, 2020, and 2019:
| 2021 | 2020 | 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except percentages) | |||||||||||
| Underwriting revenue | |||||||||||
| Gross premiums written | $ | 565,393 | $ | 479,791 | $ | 523,977 | |||||
| Gross premiums ceded | (41) | (2,268) | (48,667) | ||||||||
| Net premiums written | 565,352 | 477,523 | 475,310 | ||||||||
| Change in net unearned premium reserves | (26,073) | (22,112) | 8,270 | ||||||||
| Net premiums earned | 539,279 | 455,411 | 483,580 | ||||||||
| Underwriting related expenses | |||||||||||
| Net loss and loss adjustment expenses incurred | |||||||||||
| Current year | 389,080 | 333,096 | 357,237 | ||||||||
| Prior year * | (14,100) | 4,737 | 31,250 | ||||||||
| Net loss and loss adjustment expenses incurred | 374,980 | 337,833 | 388,487 | ||||||||
| Acquisition costs | 144,960 | 109,288 | 117,084 | ||||||||
| Underwriting expenses | 12,880 | 12,365 | 14,262 | ||||||||
| Deposit accounting and other reinsurance expense (income) | 11,655 | (2,463) | (2,773) | ||||||||
| Net underwriting income (loss) | (5,196) | (1,612) | (33,480) | ||||||||
| Income (loss) from investment in related party investment fund | 18,087 | 4,431 | 46,056 | ||||||||
| Net investment income (loss) | 32,065 | 21,101 | 6,211 | ||||||||
| Total investment income (loss) | $ | 50,152 | $ | 25,532 | $ | 52,267 | |||||
| Net underwriting and investment income (loss) | $ | 44,956 | $ | 23,920 | $ | 18,787 | |||||
| Corporate expenses | $ | 16,489 | $ | 14,036 | $ | 15,560 | |||||
| Other (income) expense, net | 880 | (686) | 467 | ||||||||
| Interest expense | 6,263 | 6,280 | 6,263 | ||||||||
| Income tax expense (benefit) | 3,746 | 424 | 483 | ||||||||
| Net income (loss) | 17,578 | 3,866 | (3,986) | ||||||||
| Earnings (loss) per share | |||||||||||
| Basic | $ | 0.51 | $ | 0.11 | $ | (0.11) | |||||
| Diluted | $ | 0.51 | $ | 0.11 | $ | (0.11) | |||||
| Underwriting ratios | |||||||||||
| Loss ratio - current year | 72.1 | % | 73.1 | % | 73.9 | % | |||||
| Loss ratio - prior year | (2.6) | % | 1.1 | % | 6.4 | % | |||||
| Loss ratio | 69.5 | % | 74.2 | % | 80.3 | % | |||||
| Acquisition cost ratio | 26.9 | % | 24.0 | % | 24.2 | % | |||||
| Composite ratio | 96.4 | % | 98.2 | % | 104.5 | % | |||||
| Underwriting expense ratio | 4.5 | % | 2.2 | % | 2.4 | % | |||||
| Combined ratio | 100.9 | % | 100.4 | % | 106.9 | % |
* The net financial impacts associated with changes in the estimate of losses incurred in prior years, which incorporate earned reinstatement premiums assumed and ceded, and adjustments to assumed and ceded acquisition costs, were a gain of $8.3 million in 2021, and a loss of $3.7 million and $30.1 million in 2020 and 2019, respectively.
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Year ended 2021 compared to 2020
For the year ended December 31, 2021, the fully diluted book value per share increased by $0.57 per share, or 4.2%, to $13.99 per share from $13.42 per share on December 31, 2020. For the year ended December 31, 2021, the basic book value per share increased by $0.58, or 4.3%, to $14.05 per share from $13.47 per share on December 31, 2020. The increases in basic and fully diluted book value per share for the year ended December 31, 2021, were due primarily to share repurchases executed and net income earned.
For the year ended December 31, 2021, net income increased to $17.6 million, compared to $3.9 million reported for the year ended December 31, 2020.
The developments that most significantly affected our financial performance during the year ended December 31, 2021, compared to the equivalent 2020 period, are summarized below:
•Underwriting: The underwriting loss for the year ended December 31, 2021, was $5.2 million on net earned premiums of $539.3 million. By comparison, the underwriting loss for the same period in 2020 was $1.6 million on net earned premiums of $455.4 million. The underwriting loss for the year ended December 31, 2021, included $11.7 million of expense related to deposit accounted contracts that we wrote in 2017, 2018, and 2019. The expense recorded during the year ended December 31, 2021, was due to changes in the associated estimated ultimate cash flow resulting from higher than expected losses reported by the cedents.
Catastrophe events during the year ended December 31, 2021, including Hurricane Ida, winter storm Uri, the European floods and hailstorms, U.S.tornados, and the South African riots contributed $32.7 million to the underwriting loss. By comparison, the catastrophe events during the year ended December 31, 2020, including hurricanes Laura, Isaias, and Sally, the Midwest derecho storms, and North American wildfires, contributed $9.0 million to the underwriting loss. Additionally, COVID-19 contributed $7.1 million to the underwriting loss for the year ended December 31, 2020.
Our overall combined ratio was 100.9% for the year ended December 31, 2021, compared to 100.4% during the same period in 2020. The catastrophe events listed above during the year ended December 31, 2021, contributed 6.1 percentage points to our combined ratio, compared to 2.0 percentage points from catastrophe events during 2020.
•Investments: Our total investment income for the year ended December 31, 2021, was $50.2 million compared to total investment income of $25.5 million reported during 2020. Investment income for the year ended December 31, 2021, included (a) $18.1 million on our investment in SILP, (b) $19.5 million of unrealized gain on our Innovations and other strategic investments and (c) $14.2 million realized gain on the sale of our investment in AccuRisk.
Underwriting results
We analyze our business based on three categories: “property,” “casualty,” and “other.”
Gross Premiums Written
Details of gross premiums written are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 52,947 | 9.4 | % | $ | 58,463 | 12.2 | % | ||||||
| Casualty | 379,113 | 67.0 | 302,237 | 63.0 | ||||||||||
| Other | 133,333 | 23.6 | 119,091 | 24.8 | ||||||||||
| Total | $ | 565,393 | 100.0 | % | $ | 479,791 | 100.0 | % |
As a result of our underwriting philosophy, the total premiums we write and the mix of premiums between property, casualty, and other business, may vary significantly from period to period depending on the market opportunities we identify.
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For the year ended December 31, 2021, our gross premiums written increased by $85.6 million, or 17.8%, compared to the same period in 2020. The changes in gross premiums written for the year ended December 31, 2021, were attributable to the following:
| Gross Premiums Written | ||||||
|---|---|---|---|---|---|---|
| Year ended December 31, 2021 | ||||||
| Increase (decrease) ($ in millions) | % change | Explanation | ||||
| Property | $(5.5) | (9.4)% | The decrease in property gross premiums written during the year ended December 31, 2021, over the comparable 2020 period was related to: (a) motor contracts on which we elected to reduce or not renew our participation; and(b) property catastrophe quota share contracts on which we elected to reduce or not renew our participation. The decrease in property gross premiums written was partially offset by an increase in property premiums written driven by our Innovations unit. | |||
| Casualty | $76.9 | 25.4% | The increase in casualty gross premiums written during the year ended December 31, 2021 over the comparable 2020 period was related primarily to our expanded relationships with Lloyd’s corporate members and syndicates. We also experienced an increase in general liability business during 2021. These increases were partially offset by decreases in motor liability and workers’ compensation business that we did not renew or on which we reduced our participation in 2021. | |||
| Other | $14.2 | 12.0% | The increase in “Other” gross premiums written during the year ended December 31, 2021, over the comparable 2020 period was primarily attributable to transactional liability premiums which increased during 2021, reflecting an increase in M&A activity compared to 2020. New marine and energy contracts also contributed to the increase in “Other” gross premiums written. These increases were partially offset by decreased crop and health premiums as we lowered our participation during 2021. |
Premiums Ceded
The level of premiums ceded during the year ended December 31, 2021, was insignificant. The $2.3 million of ceded premium for the year ended December 31, 2020, related to the retroceded portion of our exposure to a motor contract. In general, we use retrocessional coverage to manage our net portfolio exposure, leverage areas of expertise, and improve our strategic position in meeting clients’ needs.
Net Premiums Written
Details of net premiums written are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 53,014 | 9.4 | % | $ | 58,033 | 12.2 | % | ||||||
| Casualty | 379,145 | 67.0 | 300,546 | 62.9 | ||||||||||
| Other | 133,193 | 23.6 | 118,944 | 24.9 | ||||||||||
| Total | $ | 565,352 | 100.0 | % | $ | 477,523 | 100.0 | % |
The movement in net premiums written resulted from the changes in gross premiums written and ceded during the periods.
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Net Premiums Earned
Details of net premiums earned are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 56,075 | 10.4 | % | $ | 59,066 | 13.0 | % | ||||||
| Casualty | 351,390 | 65.2 | 289,501 | 63.5 | ||||||||||
| Other | 131,814 | 24.4 | 106,844 | 23.5 | ||||||||||
| Total | $ | 539,279 | 100.0 | % | $ | 455,411 | 100.0 | % |
Net premiums earned are primarily a function of the amount and timing of net premiums written during the current and prior periods.
Loss and Loss Adjustment Expenses Incurred, Net
Details of net losses incurred are provided in the following table:
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 45,987 | 12.3 | % | $ | 41,156 | 12.2 | % | ||||||
| Casualty | 256,830 | 68.5 | 207,572 | 61.4 | ||||||||||
| Other | 72,163 | 19.2 | 89,105 | 26.4 | ||||||||||
| Total | $ | 374,980 | 100.0 | % | $ | 337,833 | 100.0 | % |
The below table summarizes the loss ratios for the years ended December 31, 2021, and 2020:
| Year ended December 31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Increase / (decrease) in loss ratio points | ||||||||
| Property | 82.0 | % | 69.7 | % | 12.3 | % | ||||
| Casualty | 73.1 | % | 71.7 | % | 1.4 | % | ||||
| Other | 54.7 | % | 83.4 | % | (28.7) | % | ||||
| Total | 69.5 | % | 74.2 | % | (4.7) | % |
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The changes in net losses incurred and loss ratios during the year ended December 31, 2021, compared to the year ended December 31, 2020, were attributable to the following:
| Increase (decrease) ($ in millions) | Increase / (decrease) in loss ratio points | Explanation | ||||
|---|---|---|---|---|---|---|
| Property | $4.8 | 12.3% | The increase in property losses incurred during the year ended December 31, 2021, as compared to the equivalent 2020 period, related primarily to losses relating to winter storm Uri, Hurricane Ida, the 2021 European floods and hailstorms, and the U.S. tornados during the year ended December 31, 2021. The property loss ratio increased 12.3 percentage points during the year ended December 31, 2021, over the equivalent 2020 period, primarily due to the events mentioned above. | |||
| Casualty | $49.3 | 1.4% | The increase in casualty losses incurred during the year ended December 31, 2021, as compared to the equivalent 2020 period related primarily to: •losses from the winter storm Uri and Hurricane Ida on certain multi-line contracts;•increased workers' compensation, multi-line and Lloyd's syndicate losses due to increased exposure in these lines of business; and•increased losses on in-force motor contracts impacted by supply-chain shortages and other inflationary pressures. These increases in casualty losses incurred were partially offset by favorable loss development on motor liability contracts written prior to 2017. The casualty loss ratio increased 1.4 percentage points during the year ended December 31, 2021, over the equivalent 2020 period, primarily due to the reasons described above. | |||
| Other | $(16.9) | (28.7)% | The decrease in “other” losses incurred during the year ended December 31, 2021, over the comparable 2020 period was related primarily to:•favorable development on mortgage contracts as loss estimates recorded in 2020 relating to the impact of COVID-19 were reduced in 2021;•decrease in losses on health contracts resulting partially from favorable development on legacy contracts, and partly from shifting some of our health exposure from a quota share basis to an excess of loss basis; and•the prior year included losses on crop contracts that we elected not to renew in 2021. The decrease in losses incurred was partially offset by increases related primarily to:•losses on marine and energy contracts relating to Hurricane Ida; •losses relating to the South African riots on certain terrorism contracts; and•an increase in the volume of marine, energy, and other specialty business. The reasons for the28.7 percentage point decrease in the “other” loss ratio are consistent with those driving the reduction in losses incurred. |
See “Part II, Item 7. Summary of Critical Accounting Estimates, Loss and Loss Adjustment Expense Reserves” and “Note 7. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES” in our Notes to the consolidated financial statements for additional discussion of our reserving techniques and prior year development of net claims and claim expenses.
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Acquisition Costs, Net
Details of acquisition costs are provided in the following table.
| Year ended December 31 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||
| ($ in thousands) | ||||||||||||||
| Property | $ | 11,936 | 8.2 | % | $ | 12,040 | 11.0 | % | ||||||
| Casualty | 93,499 | 64.5 | 78,676 | 72.0 | ||||||||||
| Other | 39,525 | 27.3 | 18,572 | 17.0 | ||||||||||
| Total | $ | 144,960 | 100.0 | % | $ | 109,288 | 100.0 | % |
The acquisition cost ratios for the years ended December 31, 2021, and 2020, were as follows:
| 2021 | 2020 | Increase / (decrease) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | 21.3 | % | 20.4 | % | 0.9 | % | ||||||
| Casualty | 26.6 | % | 27.2 | % | (0.6) | % | ||||||
| Other | 30.0 | % | 17.4 | % | 12.6 | % | ||||||
| Total | 26.9 | % | 24.0 | % | 2.9 | % |
The changes in the acquisition cost ratios during the year ended December 31, 2021, compared to the year ended December 31, 2020, were attributable to the following:
| Increase / (decrease) in acquisition cost ratio points | Explanation | ||
|---|---|---|---|
| Property | 0.9% | There were no significant changes in the property acquisition cost ratios during the year ended December 31, 2021, compared to 2020. | |
| Casualty | (0.6)% | The casualty acquisition cost ratio decreased slightly during the year ended December 31, 2021, over the comparable 2020 period as a result of the following partially offsetting factors:a) lower acquisition cost on certain workers compensation contracts with sliding scale ceding commissions, which incurred higher losses in 2021 compared to 2020; andb) higher acquisition costs on multi-line and Lloyd's syndicate contracts, which incorporate relatively higher commission rates than other casualty businesses. | |
| Other | 12.6% | The increase in the “other” acquisition cost ratio during the year ended December 31, 2021, over the comparable 2020 period was due primarily to profit commission adjustments on mortgage contracts that had favorable loss development during 2021. The increase was partially offset by a shift in the business mix towards non-proportional specialty business during the year ended December 31, 2021. This business incorporates lower commission rates than proportional health and financial lines business. |
General and Administrative Expenses
Details of general and administrative expenses are provided in the following table:
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| ($ in thousands) | ||||||
| Underwriting expenses | $ | 12,880 | $ | 12,365 | ||
| Corporate expenses | 16,489 | 14,036 | ||||
| General and administrative expenses | $ | 29,369 | $ | 26,401 |
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For the year ended December 31, 2021, general and administrative expenses increased by $3.0 million, or 11.2%, compared to the same period in 2020. The increase was due primarily to (i) our Innovations unit, (ii) directors’ and officers’ insurance premiums, (iii) personnel costs, and (iv) information system and technology. The increase was partially offset by lower legal and other professional fees compared to the year ended December 31, 2020. For the years ended December 31, 2021, and 2020, the general and administrative expenses included $3.2 million and $2.5 million, respectively, of expenses related to stock compensation granted to employees and directors.
Total Investment Income (Loss)
Total investment income (loss) incorporates (i) changes in the net asset value of our investment in SILP managed by DME Advisors, (ii) interest income earned on the restricted cash and cash equivalents pledged as collateral to our clients, and (iii) gains (or losses) and interest on our portfolio of strategic and Innovations investments, notes receivable and investments accounted for under the equity method. We expect our total investment income, including any change in the net asset value of our investment in SILP, to fluctuate from period to period.
A summary of our total investment income (loss) is as follows:
| Year ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| ($ in thousands) | |||||||
| Realized gains (losses) | $ | 14,210 | $ | (9,234) | |||
| Change in unrealized gains and losses | 19,560 | 25,909 | |||||
| Investment-related foreign exchange gains (losses) | (45) | 39 | |||||
| Interest and dividend income, net of withholding taxes | 200 | 5,419 | |||||
| Interest, dividend, and other expenses | (1,860) | (1,875) | |||||
| Income (loss) from equity method investment | — | 843 | |||||
| Net investment-related income (loss) | $ | 32,065 | $ | 21,101 | |||
| Income (loss) from investments in related party investment fund | 18,087 | 4,431 | |||||
| Total investment income (loss) | $ | 50,152 | $ | 25,532 |
The caption “Income (loss) from investment in related party investment fund” in the above table is net of management fees paid by SILP to DME Advisors and performance compensation, if any, allocated from the Company’s investment in SILP to DME II. No performance compensation is allocated in periods of loss reported by SILP. For detailed breakdowns of management fees and performance compensation for the years ended December 31, 2021, and 2020, please refer to Note 3 of the consolidated financial statements.
For the year ended December 31, 2021, investment income, net of fees and expenses, resulted in a gain of 7.5% on the Investment Portfolio managed by DME Advisors, compared to a gain of 1.4% for the year ended December 31, 2020. The long portfolio gained 24.3% while the short portfolio and macro positions lost 7.9% and 6.0%, respectively, during the year ended December 31, 2021. For the year ended December 31, 2021, the largest contributors to SILP’s investment income were long positions in Atlas Air Worldwide (AAWW), Brighthouse Financial (BHF), CONSOL Energy (CEIX), Green Brick Partners (GRBK), and Teck Resources (TECK). The largest detractors were various short positions composed of single names and indexes.
For the year ended December 31, 2021, the decrease in interest and dividend income compared to the equivalent period in 2020 resulted from lower interest rates offered by financial institutions on the restricted cash and cash equivalents pledged as collateral to our clients.
During the year ended December 31, 2021, we recorded net unrealized gains of $19.5 million on our Innovations-related investment portfolio. During the year ended December 31, 2021, we also realized a $14.2 million gain (pre-tax) from the sale of our investment in AccuRisk.
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For the years ended December 31, 2021, and 2020, the gross investment return (loss) on our investments managed by DME Advisors (excluding investment advisor performance allocation) was composed of the following:
| 2021 | 2020 | ||||
|---|---|---|---|---|---|
| Long portfolio gains (losses) | 24.3 | % | 15.3 | % | |
| Short portfolio gains (losses) | (7.9) | % | (13.5) | % | |
| Macro gains (losses) | (6.0) | % | 0.4 | % | |
| Other income and expenses 1 | (2.1) | % | (0.7) | % | |
| Gross investment return | 8.3 | % | 1.5 | % | |
| Net investment return 1 | 7.5 | % | 1.4 | % |
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts.
Effective January 1, 2021, the Investment Portfolio is calculated based on 50% of GLRE Surplus, or the Company's shareholders' equity, as reported in the Company’s then most recent quarterly U.S. GAAP financial statements. It is adjusted monthly for our share of the net profits and net losses reported by SILP during any intervening period. Prior to January 1, 2021, the Investment Portfolio was calculated based on several factors, including our share of SILP’s net asset value and our posted collateral and net reserves.
Each month, we post on our website (www.greenlightre.com) the returns from our investment in SILP.
Income Taxes
We are not obligated to pay taxes in the Cayman Islands on either income or capital gains. The Governor-In-Cabinet has granted us an exemption from any income taxes that may be imposed in the Cayman Islands for the 20 years expiring February 1, 2025.
GRIL is incorporated in Ireland and is subject to the Irish corporation tax. We expect GRIL to be taxed at 12.5% on its taxable trading income and 25% on its non-trading income if any.
Verdant is incorporated in Delaware and is subject to taxes under the U.S. federal rates and regulations prescribed by the Internal Revenue Service. We expect Verdant’s future taxable income to be taxed at 21%. For the year ended December 31, 2021, the income tax expense of $3.7 million was due primarily to the gain on the sale of our investment in AccuRisk.
At December 31, 2021, we have included a gross deferred tax asset of $3.2 million (December 31, 2020: $3.5 million) in the caption “Other assets” in the Company’s consolidated balance sheets. At December 31, 2021, a valuation allowance of $2.7 million (December 31, 2020: $3.0 million) partially offset this gross deferred tax asset. We have concluded that it is more likely than not that the Company will fully realize the recorded deferred tax asset (net of the valuation allowance) in the future. We have based this conclusion on the expected timing of the reversal of the temporary differences and the likelihood of generating sufficient taxable income to realize the future tax benefit. We have not taken any other tax positions that we believe are subject to uncertainty or reasonably likely to have a material impact on the Company.
Ratio Analysis
The following table provides our underwriting ratios by line of business:
| Year ended December 31 | Year ended December 31 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||||||||||||||||||
| Property | Casualty | Other | Total | Property | Casualty | Other | Total | ||||||||||||||||
| Loss ratio | 82.0 | % | 73.1 | % | 54.7 | % | 69.5 | % | 69.7 | % | 71.7 | % | 83.4 | % | 74.2 | % | |||||||
| Acquisition cost ratio | 21.3 | 26.6 | 30.0 | 26.9 | 20.4 | 27.2 | 17.4 | 24.0 | |||||||||||||||
| Composite ratio | 103.3 | % | 99.7 | % | 84.7 | % | 96.4 | % | 90.1 | % | 98.9 | % | 100.8 | % | 98.2 | % | |||||||
| Underwriting expense ratio | 4.5 | 2.2 | |||||||||||||||||||||
| Combined ratio | 100.9 | % | 100.4 | % |
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Financial Condition
Total investments
The total investments reported in the consolidated balance sheets at December 31, 2021, was $231.0 million, compared to $196.2 million at December 31, 2020, an increase of $34.8 million, or 17.7%. The increase was primarily related to income from our Innovations investments and our investment in SILP.
At December 31, 2021, 94.1% of SILP’s portfolio was valued based on quoted prices in actively traded markets (Level 1), 2.9% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and 0.6% was composed of instruments valued based on non-observable inputs (Level 3). At December 31, 2021, 2.4% of SILP’s portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient. At December 31, 2021, our Innovations investments did not have readily determinable fair values and were carried at their original cost minus impairment plus changes resulting from observable price changes.
Other than our investment in SILP (see Notes 3 and 4 of the accompanying consolidated financial statements), we have not participated in transactions that created relationships with unconsolidated entities or financial partnerships, including VIEs, established to facilitate off-balance sheet arrangements.
Restricted cash and cash equivalents
We use our restricted cash and cash equivalents for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash decreased by $110.6 million, or 14.8%, from $745.4 million at December 31, 2020, to $634.8 million, at December 31, 2021, primarily due to collateral released by some of our ceding insurers.
Reinsurance balances receivable
During the year ended December 31, 2021, reinsurance balances receivable increased by $75.1 million, or 22.8%, to $405.4 million from $330.2 million at December 31, 2020. This increase was related primarily to increases in our funds at Lloyd’s and funds withheld on reinsurance contracts with Lloyd’s syndicates. A decrease in premiums receivable partially offset the increase during the year ended December 31, 2021.
Loss and Loss Adjustment Expense Reserves; Loss and Loss Adjustment Expenses Recoverable
The COVID-19 pandemic is unprecedented, and we do not have previous loss experience on which to base our estimates for the associated loss and loss adjustment expense reserves. See Note 7 of the accompanying consolidated financial statements for assumptions used in our loss estimates relating to the COVID-19 pandemic.
Reserves for loss and loss adjustment expenses were composed of the following:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Case Reserves | IBNR | Total | Case Reserves | IBNR | Total | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||
| Property | $ | 21,357 | $ | 49,486 | $ | 70,843 | $ | 25,833 | $ | 45,680 | $ | 71,513 | ||||||||||
| Casualty | 151,734 | 219,949 | 371,683 | 138,432 | 206,152 | 344,584 | ||||||||||||||||
| Other | 17,129 | 64,355 | 81,484 | 12,540 | 65,542 | 78,082 | ||||||||||||||||
| Total | $ | 190,220 | $ | 333,790 | $ | 524,010 | $ | 176,805 | $ | 317,374 | $ | 494,179 |
During the year ended December 31, 2021, the total gross loss and loss adjustment expense reserves increased by $29.8 million, or 6.0%, to $524.0 million from $494.2 million at December 31, 2020. See Note 7 of the accompanying consolidated financial statements for a summary of changes in outstanding loss and loss adjustment expense reserves and a description of prior period loss developments.
During the year ended December 31, 2021, the total loss and loss adjustment expenses recoverable decreased by $5.8 million, or 34.1%, to $11.1 million from $16.9 million at December 31, 2020. See Note 8 of the accompanying consolidated financial statements for a description of the credit risk associated with our retrocessionaires.
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For most of the contracts we write, defined limits of liability limit our risk exposure. Once each contract’s limit of liability has been reached, we have no further exposure to additional losses from that contract. However, certain contracts, particularly quota share contracts covering first-dollar exposure, may not contain aggregate limits.
Our property and Lloyd’s business, and to a lesser extent our casualty and other business, incorporate contracts that contain natural peril loss exposure. We currently monitor our catastrophe loss exposure in terms of our PML (probable maximum loss).
We anticipate that our PMLs will vary from period to period depending upon the modeled simulated losses and the composition of our in-force book of business.
We monitor our natural peril PMLs on a worldwide basis, with a particular focus on our peak peril regions. When these perils consist of a large geographic area, we split them into sub-regions, where the underlying geographic components can also be considered individual peril zones.
For our natural catastrophe PMLs, we utilize the output of catastrophe models at the 1-in-250 year return period. The 1-in-250 year return period PML means that we believe there is a 0.4% probability that in any given year, an occurrence of a natural catastrophe will lead to losses exceeding the stated estimate.
It is important to note that PMLs are best estimates based on the modeled data available for each underlying risk. As a result, we cannot provide assurance that any actual event will align with the modeled event or that actual losses from events similar to the modeled events will not vary materially from the modeled event PML.
Our PML estimates incorporate all significant exposure from our reinsurance operations, including coverage for property, marine and energy, motor, and catastrophe workers’ compensation.
At January 1, 2022, our estimated largest PML (net of retrocession and reinstatement premiums) at a 1-in-250 year return period for a single event and in aggregate was $87.6 million and $95.9 million, respectively, both relating to the peril of North Atlantic Hurricane.
The below table contains the expected modeled loss for each of our peak peril regions and sub-regions, for both a single event loss and aggregate loss measures at the 1-in-250 year return period.
| January 1, 2022 | |||||||
|---|---|---|---|---|---|---|---|
| Net 1-in-250 Year Return Period | |||||||
| Peril | Single Event Loss | Aggregate Loss | |||||
| ($ in thousands) | |||||||
| North Atlantic Hurricane | $ | 87,558 | $ | 95,876 | |||
| Southeast Hurricane | 66,237 | 71,541 | |||||
| Gulf of Mexico Hurricane | 58,736 | 64,145 | |||||
| Northeast Hurricane | 60,540 | 61,924 | |||||
| North America Earthquake | 60,733 | 65,126 | |||||
| California Earthquake | 54,407 | 57,088 | |||||
| Other N.A. Earthquake | 34,533 | 36,329 | |||||
| Japan Earthquake | 34,357 | 37,094 | |||||
| Japan Windstorm | 36,216 | 38,443 | |||||
| Europe Windstorm | 30,041 | 36,550 |
Total shareholders’ equity
Total equity reported on the consolidated balance sheet increased by $10.8 million to $475.7 million at December 31, 2021, compared to $464.9 million at December 31, 2020. The increase in shareholders’ equity during the year ended December 31, 2021, was due to the net income of $17.6 million reported for the year and was partially offset by share repurchases. For details of other movements in shareholders’ equity, see the “Consolidated Statements of Shareholders’ Equity.”
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Liquidity and Capital Resources
General
Greenlight Capital Re is a holding company with no operations of its own. As a holding company, Greenlight Capital Re has minimal continuing cash needs, most of which are related to the payment of corporate and general administrative expenses and interest expenses. We conduct all our underwriting operations through our wholly-owned reinsurance subsidiaries, Greenlight Re and GRIL, which underwrite property and casualty reinsurance. There are restrictions on Greenlight Re’s and GRIL’s ability to pay dividends described in more detail below. It is our current policy to retain earnings to support the growth of our business. We currently do not expect to pay dividends on our ordinary shares.
At December 31, 2021, Greenlight Re and GRIL were each rated “A- (Excellent)” with a stable outlook by A.M. Best. The ratings reflect A.M. Best’s opinion of our reinsurance subsidiaries’ financial strength, operating performance, and ability to meet obligations. They are not evaluations directed toward the protection of investors or a recommendation to buy, sell or hold our Class A ordinary shares. If A.M. Best downgrades our ratings below “A- (Excellent)” or withdraws our rating, we could be severely limited or prevented from writing any new reinsurance contracts, which would significantly and negatively affect our business. Our A.M. Best ratings may be revised or revoked at the sole discretion of the rating agency.
Some of our assumed reinsurance contracts contain provisions that permit our clients to cancel the contract or require additional collateral in the event of a downgrade in our A.M. Best ratings below A- (Excellent) or a reduction of our capital or surplus below specified levels over the course of the agreement. In the periods presented, there were no such cancellations or other adjustments relating to novations, commutations, or similar actions that had a material impact on our premiums written, net income, or liquidity position, either individually or in the aggregate.
Contracts containing such cancellation rights represented approximately 15% of gross premiums written during 2021. Further, we believe, in the event that all additional collateral requirements had been triggered at December 31, 2021, additional required collateral would equal approximately $75 million.
Sources and Uses of Funds
Our sources of funds consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income. We use cash from our operations to pay losses and loss adjustment expenses, profit commissions, interest, and general and administrative expenses. At December 31, 2021, all of our investable assets, excluding strategic and Innovations investments and funds required for business operations and capital risk management, are invested by DME Advisors in SILP, subject to our investment guidelines. We can redeem funds from SILP at any time for operational purposes by providing three days’ notice to the general partner. At December 31, 2021, the majority of SILP’s long investments were composed of cash and cash equivalents and publicly traded equity securities, which can be readily liquidated to meet our redemption requests. We record all investment income (loss), including any changes in the net asset value of SILP, and any unrealized gains and losses, in our consolidated statements of operations for each reporting period.
For the years ended December 31, 2021 and 2020, the net cash used in operating activities was $56.3 million and $91.3 million, respectively. The net cash used in operating activities was used primarily for our underwriting activities and for payment of corporate and general administrative expenses for the years ended December 31, 2021 and 2020. Generally, if the premiums collected exceed claim payments within a given period, we generate cash from our underwriting activities. Our underwriting activities represented a net use of cash for the years ended December 31, 2021 and 2020, as the losses we paid exceeded the premiums we collected. The cash used in, and generated from, underwriting activities may vary significantly from period to period depending on the underwriting opportunities available and claims submitted to us by our cedents.
For the year ended December 31, 2021, our investing activities provided $1.2 million of cash from redemptions from SILP (net of contributions into SILP) and $5.0 million for new Innovations investments. Investing activities also provided $26.9 million of cash from the sale of our AccuRisk investment and the collection of a note receivable from AccuRisk. By comparison, for the same period in 2020, our investing activities provided cash of $95.6 million as a result of net redemptions from SILP.
For the year ended December 31, 2021, our financing activities included the repurchase of $10.0 million of our Class A ordinary shares, compared to $17.8 million of repurchases during the equivalent 2020 period.
At December 31, 2021, we believe we have sufficient cash flow from operating and investing activities to meet our foreseeable liquidity requirements. We do not expect that the recent catastrophic events, including Hurricane Ida, the European floods and hailstorm, U.S. tornados, and the COVID-19 pandemic, will materially impact our operational liquidity needs, which
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will be met by cash, funds generated from underwriting activities, and investment income, including withdrawals from SILP if necessary. At December 31, 2021, we expect to fund our operations for the next twelve months from operating and investing cash flow. However, we may explore various financing options, including capital raising alternatives, to fund our business strategy, improve our capital structure, increase surplus, pay claims or make acquisitions. We can provide no assurances regarding the terms of such transactions or that any such transactions will occur.
Although GLRE is not subject to any significant legal prohibitions on the payment of dividends, Greenlight Re and GRIL are each subject to regulatory minimum capital requirements and regulatory constraints that affect their ability to pay dividends to us. In addition, any dividend payment would have to be approved by the relevant regulatory authorities prior to payment. At December 31, 2021, Greenlight Re and GRIL exceeded their regulatory minimum capital requirements.
Letters of Credit and Trust Arrangements
At December 31, 2021, neither Greenlight Re nor GRIL was licensed or admitted as a reinsurer in any jurisdiction other than the Cayman Islands and the European Economic Area, respectively. Many jurisdictions do not permit domestic insurance companies to take credit on their statutory financial statements for loss recoveries or ceded unearned premiums unless appropriate measures are in place for reinsurance obtained from unlicensed or non-admitted insurers. As a result, we anticipate that all of our U.S. clients and some non-U.S. clients will require us to provide collateral through funds withheld, trust arrangements, letters of credit, or a combination thereof.
At December 31, 2021, we had one (2020: one) letter of credit facility available with an aggregate capacity of $275.0 million (2020: $275.0 million). See Note 15 of the accompanying consolidated financial statements for details on the letter of credit facility. We provide collateral to cedents in the form of letters of credit and trust arrangements. At December 31, 2021, the aggregate amount of collateral provided to cedents under such arrangements was $633.9 million (2020: $743.0 million). At December 31, 2021, the letters of credit and trust accounts were secured by restricted cash and cash equivalents with a total fair value of $634.8 million (2020: $745.4 million).
The letter of credit facility contains customary events of default and restrictive covenants, including but not limited to, limitations on liens on collateral, transactions with affiliates, mergers and sales of assets, as well as solvency and maintenance of certain minimum pledged equity requirements, and restricts issuance of any debt without the consent of the letter of credit provider. Additionally, if an event of default exists, as defined in the letter of credit facility, Greenlight Re would be prohibited from paying dividends to its parent company. The Company was in compliance with all the covenants of this facility at December 31, 2021.
Capital
Our capital structure currently consists of senior convertible notes and equity issued in two classes of ordinary shares. We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future. Consequently, we do not presently anticipate that we will incur any additional material indebtedness in the ordinary course of our business. However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have filed a Form S-3 registration statement, which expires in July 2024. In addition, as noted above, we may explore various financing alternatives, although there can be no assurance that additional financing will be available on acceptable terms when needed or desired. We did not make any significant commitments for capital expenditures during the year ended December 31, 2021.
Our Board of Directors had previously extended the share repurchase plan to June 30, 2021, and authorized the repurchase of up to 5.0 million Class A ordinary shares or securities convertible into Class A ordinary shares in the open market through privately negotiated transactions or Rule 10b5-1 stock trading plans. In addition, the Board of Directors had also authorized the Company to repurchase up to $25.0 million aggregate face amount of the Company’s 4.00% Convertible Senior Notes due 2023 (the “Notes”) in privately negotiated transactions, in open market repurchases, or pursuant to one or more tender offers. No Notes were repurchased during the year ended December 31, 2021.
On May 4, 2021, the Board of Directors approved a share repurchase plan effective from July 1, 2021, until June 30, 2022, authorizing the Company to repurchase up to $25.0 million of Class A ordinary shares or securities convertible into Class A ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans.
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The Company is not required to repurchase any Class A ordinary shares, and the repurchase plan may be modified, suspended, or terminated at the election of our Board of Directors at any time without prior notice. During the year ended December 31, 2021, the Company repurchased 1,079,544 Class A ordinary shares.
Under the Company’s stock incentive plan, the number of Class A ordinary shares authorized for issuance is 8.0 million shares. At December 31, 2021, 3,128,276 Class A ordinary shares were available for future issuance under the Company’s stock incentive plan. The Compensation Committee of the Board of Directors administers the stock incentive plan.
Contractual Obligations and Commitments
Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain. At December 31, 2021, we estimate that we will pay the loss and loss adjustment expense reserves as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | |||||||||||||
| Loss and loss adjustment expense reserves (1) | 269,865 | 152,487 | 47,685 | 53,973 | 524,010 |
(1) Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
Greenlight Re has entered into a lease agreement for office space in the Cayman Islands commencing from July 1, 2021. The lease expires on June 30, 2026, unless Greenlight Re exercises its right to renew the lease for another five-year period. GRIL has entered into a lease agreement for office space in Dublin, Ireland commencing from October 1, 2021. This lease expires on September 30, 2031, unless GRIL exercises the break clause by providing a notice of termination at least nine months prior to September 30, 2026. The aggregate annual lease obligation ranges from $0.5 million to $0.6 million.
The Company has $100.0 million of senior convertible notes payable, which mature on August 1, 2023. The Company is obligated to make semi-annual interest payments of $2.0 million at an interest rate of 4.0% per annum. The Company has received regulatory approval to declare dividends from Greenlight Re to meet the interest payments obligation.
Pursuant to the IAA between SILP and DME Advisors, DME Advisors is entitled to a monthly management fee equal to 0.125% (1.5% on an annual basis) of each limited partner’s Investment Portfolio, as provided in the SILP LPA. The IAA has an initial term ending on August 31, 2023, subject to automatic extension for successive three-year terms. Pursuant to the SILP LPA, DME II is entitled to a performance allocation equal to 20% of the net profit, calculated per annum, of each limited partner’s share of the capital account managed by DME Advisors, subject to a loss carry-forward provision. DME II is not entitled to earn a performance allocation in a year in which SILP incurs a loss. The loss carry-forward provision contained in the SILP LPA allows DME II to earn reduced performance allocation of 10% of net profits in years subsequent to the year in which the capital accounts of the limited partners incur a loss until all losses are recouped and an additional amount equal to 150% of the loss is earned. At December 31, 2021, we estimate the reduced performance allocation of 10% to continue to be applied until SILP achieves additional investment returns of 171%, at which point the performance allocation will revert to 20%. For detailed breakdowns of management fees and performance compensation for the year ended December 31, 2021 and 2020, please refer to Note 3 of the consolidated financial statements.
The Company has entered into a service agreement with DME Advisors pursuant to which DME Advisors will provide investor relations services to us for compensation of $5,000 per month plus expenses. The service agreement had an initial term of one year and continues for sequential one-year periods until terminated by us or DME Advisors. Either party may terminate the service agreement for any reason with 30 days prior written notice to the other party.
Our related party transactions are presented in Note 14 to the accompanying consolidated financial statements.
Effects of Inflation
Inflation generally affects the cost of claims and claim expenses, as well as asset values in our investment portfolio. Our pricing and reserving models incorporate the anticipated effects of inflation on our claim costs. However, we cannot predict or estimate the onset, duration, and severity of an inflationary period with precision. The actual effect of inflation may differ significantly from our estimate.
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