2 unchanged sentences
CONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: March 31, 2020 and December 31, 2019
+Added: June 30, 2020 and December 31, 2019
(expressed in thousands of U.S.
dollars, except per share and share amounts)
−Removed: March 31, 2020
−Removed: December 31, 2019
+Added: June 30, 2020 December 31, 2019
+Added: (unaudited) (audited)
Investment in related party investment fund $ 177,658 $ 240,056
4 unchanged sentences
Reinsurance balances receivable (net of allowance for expected credit losses of $ 89 )
+Added: 251,163 230,384
Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of $ 47 )
+Added: 20,225 27,531
Deferred acquisition costs 49,227 49,665
1 unchanged sentence
Notes receivable (net of allowance for expected credit losses of $ 1,000 )
+Added: 18,842 20,202
+Added: Other assets 1,521 2,164
+Added: Total assets $ 1,279,456 $ 1,355,193
Liabilities and equity
13 unchanged sentences
issued and outstanding, 30,017,870 (2019:
+Added: 30,739,395 ):
par value $ 0.10 ;
4 unchanged sentences
Total shareholders' equity 429,904 477,183
−Removed: Total liabilities, redeemable non-controlling interest and equity
+Added: Total liabilities and equity $ 1,279,456 $ 1,355,193
The accompanying Notes to the Condensed Consolidated Financial Statements are an
3 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: For the three months ended March 31, 2020 and 2019
+Added: For the three and six months ended June 30, 2020 and 2019
(expressed in thousands of U.S.
dollars, except per share and share amounts)
−Removed: Three months ended March 31
+Added: Three months ended June 30 Six months ended June 30
+Added: 2020 2019 2020 2019
Gross premiums written $ 116,689 $ 152,340 $ 226,476 $ 314,900
3 unchanged sentences
Net premiums earned 108,414 120,441 219,435 245,803
−Removed: Income (loss) from investment in related party investment fund [net of related party expenses of $662 and $5,432, respectively]
+Added: Income (loss) from investment in related party investment fund [net of related party expenses of $ 616 and $ 1,278 , (three and six months ended June 30, 2019:
+Added: $ 3,131 and $ 8,563 , respectively)]
+Added: 1,609 14,405 ( 40,517 ) 45,161
Net investment income 3,934 4,386 10,771 5,953
10 unchanged sentences
Earnings (loss) per share
+Added: Basic $ 0.00 $ 0.42 $ ( 1.12 ) $ 0.59
+Added: Diluted $ 0.00 $ 0.42 $ ( 1.12 ) $ 0.58
Weighted average number of ordinary shares used in the determination of earnings and loss per share
+Added: Basic 35,776,736 36,100,665 35,958,965 36,037,177
+Added: Diluted 35,776,736 36,829,963 35,958,965 36,592,318
The accompanying Notes to the Condensed Consolidated Financial Statements are an
3 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
−Removed: For the three months ended March 31, 2020 and 2019
+Added: For the six months ended June 30, 2020 and 2019
(expressed in thousands of U.S.
−Removed: Ordinary share capital
−Removed: Additional paid-in capital
−Removed: Retained earnings (deficit)
−Removed: Shareholders’ equity attributable to Greenlight Capital Re, Ltd.
+Added: Ordinary share capital Additional paid-in capital Retained earnings (deficit) Shareholders’ equity attributable to Greenlight Capital Re, Ltd.
Non-controlling
−Removed: interest in joint venture
+Added: interest in joint venture Total equity
Balance at December 31, 2018 $ 3,638 $ 499,726 $ ( 26,077 ) $ 477,287 $ 485 $ 477,772
3 unchanged sentences
Net income (loss) — — 21,220 21,220 — 21,220
−Removed: Balance at March 31, 2019
+Added: Balance at June 30, 2019 $ 3,679 $ 501,916 $ ( 4,857 ) $ 500,738 $ — $ 500,738
Balance at December 31, 2019 $ 3,699 $ 503,547 $ ( 30,063 ) $ 477,183 $ — $ 477,183
Cumulative effect of adoption of accounting guidance for expected credit losses at January 1, 2020
+Added: — — ( 886 ) ( 886 ) — ( 886 )
Issue of Class A ordinary shares, net of forfeitures 44 — — 44 — 44
+Added: Repurchase of Class A ordinary shares ( 116 ) ( 7,656 ) — ( 7,772 ) — ( 7,772 )
Share-based compensation expense — 1,668 — 1,668 — 1,668
Net income (loss) — — ( 40,333 ) ( 40,333 ) — ( 40,333 )
−Removed: Balance at March 31, 2020
+Added: Balance at June 30, 2020 $ 3,627 $ 497,559 $ ( 71,282 ) $ 429,904 $ — $ 429,904
The accompanying Notes to the Condensed Consolidated Financial Statements are an
3 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: For the three months ended March 31, 2020 and 2019
+Added: For the six months ended June 30, 2020 and 2019
(expressed in thousands of U.S.
−Removed: Three months ended March 31
+Added: Six months ended June 30
Cash provided by (used in) operating activities
15 unchanged sentences
Unearned premiums ceded 736 ( 743 )
+Added: Other assets 629 ( 77 )
Loss and loss adjustment expense reserves ( 2,933 ) ( 12,596 )
7 unchanged sentences
Contributions to related party investment fund ( 36,239 ) ( 748 )
+Added: Purchases of investments ( 919 ) ( 4,347 )
Change in due to related party investment fund — ( 9,642 )
2 unchanged sentences
Net cash provided by (used in) investing activities 21,322 63,466
+Added: Financing activities
+Added: Repurchase of Class A ordinary shares ( 7,772 ) —
+Added: Net cash provided by (used in) financing activities ( 7,772 ) —
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash ( 122 ) ( 80 )
11 unchanged sentences
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2020
+Added: June 30, 2020
ORGANIZATION AND BASIS OF PRESENTATION
18 unchanged sentences
In the opinion of management, these unaudited condensed consolidated financial statements reflect all of the normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations as of the dates and for the periods presented.
−Removed: The global pandemic related to the novel coronavirus (“COVID-19”) is expected to have a significant adverse impact on the property and casualty insurance and reinsurance industry.
−Removed: The Company expects that the economic consequences related to COVID-19 will negatively impact the amount of premiums written by the Company’s cedents and, in turn, by the Company.
−Removed: The Company expects the premium reduction will be more significant in the second quarter of 2020 and persist for the remainder of 2020 and beyond.
−Removed: However, the Company cannot yet quantify the impact, which will depend on the extent and duration of economic contraction, particularly in the United States.
+Added: The global pandemic related to the novel coronavirus (the “COVID-19 pandemic”) is expected to have a significant adverse impact on the property and casualty insurance and reinsurance industry.
+Added: The Company has included in the loss and loss adjustment reserves, its best estimate of losses arising from the COVID-19 pandemic.
+Added: However, there remains considerable uncertainty relating to the ultimate losses, which will depend on the extent and duration of economic contraction, particularly in the United States.
Accordingly, significant estimates used in the preparation of the Company’s consolidated financial statements including those associated with premiums, expected credit losses on amounts owed to us and the estimations of loss and loss adjustment expense reserves may be subject to significant adjustments in future periods.
−Removed: The results for the three months ended March 31, 2020 are not necessarily indicative of the results expected for the full calendar year.
+Added: The results for the six months ended June 30, 2020 are not necessarily indicative of the results expected for the full calendar year.
SIGNIFICANT ACCOUNTING POLICIES
−Removed: The Company’s significant accounting policies have been updated to reflect the adoption of ASU No.
−Removed: 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”).
−Removed: The ASU requires an entity to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.
+Added: In the first quarter of 2020, The Company adopted ASU No.
+Added: 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”) which requires an entity to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.
ASU 2016-13 was effective for public business entities for annual and interim periods beginning after December 15, 2019.
9 unchanged sentences
The following table reconciles the cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the total presented in the condensed consolidated statements of cash flows:
−Removed: March 31, 2020
−Removed: December 31, 2019
+Added: June 30, 2020 December 31, 2019
($ in thousands)
11 unchanged sentences
The Company regularly evaluates its net credit exposure to assess the ability of the retrocessionaires to honor their respective obligations.
−Removed: Upon adoption, the Company recorded an allowance for expected credit loss on its Reinsurance Assets of $0.1 million with an offset to retained earnings.
−Removed: At March 31, 2020 , the allowance for expected credit losses was $0.1 million .
+Added: Upon adoption of ASU 2016-13, the Company recorded an allowance for expected credit loss on its Reinsurance Assets of $ 0.1 million with an offset to retained earnings.
+Added: At June 30, 2020, the allowance for expected credit losses was $ 0.1 million.
Notes Receivable
3 unchanged sentences
Interest income, change in the allowance for expected credit losses (excluding changes due to charge-offs) and unrealized and realized gains or losses on the notes receivable are included in the caption “Net investment income (loss)” in the Company’s condensed consolidated statements of operations.
−Removed: The allowance for expected credit losses is calculated using a PD / LGD model that leverages the Company’s collectibility history on its notes receivable as well as representative external loss history.
+Added: The allowance for expected credit losses is calculated using a PD / LGD model that takes into account the Company’s collectibility history on its notes receivable as well as representative external loss history.
The expected loss, as a percentage, is calculated as the product of the PD and LGD and is calculated for each period over the life of a note.
The Company evaluates the financial condition of the notes receivable counterparties and monitors its exposure on a regular basis.
−Removed: At March 31, 2020 ,
+Added: At June 30, 2020, the
Return to table of contents
−Removed: the Company considers the notes receivable balance to be collectible and has not experienced any default on payments since inception of these notes.
+Added: Company considers the notes receivable balance to be collectible and has not experienced any default on payments since inception of these notes.
The notes receivable originated between 2015 and 2018.
−Removed: At March 31, 2020 and December 31, 2019 , $0.9 million and $0.1 million , respectively, of accrued interest was included in the caption “Notes receivable” in the Company’s condensed consolidated balance sheets.
+Added: At June 30, 2020 and December 31, 2019, $ 0.1 million and $ 0.1 million, respectively, of accrued interest was included in the caption “Notes receivable” in the Company’s condensed consolidated balance sheets.
When there is uncertainty as to the collection of interest contractually due, the Company places the note on non-accrual status.
8 unchanged sentences
The following table provides a roll-forward of the Company’s allowance for credit losses on notes receivable:
−Removed: Three months ended March 31
+Added: Six months ended June 30
($ in thousands)
1 unchanged sentence
Cumulative effect of adoption of ASU 2016-13 at January 1, 2020 750 —
+Added: Charge offs ( 15,000 ) —
Net increase (decrease) in allowance 250 —
5 unchanged sentences
The Company’s deposit assets and liabilities are recorded in the Company’s condensed consolidated balance sheets in the caption “Reinsurance balances receivable” and “Reinsurance balances payable,” respectively.
−Removed: At March 31, 2020 , deposit assets and deposit liabilities were $5.6 million and $56.6 million , respectively ( December 31, 2019 :
+Added: At June 30, 2020, deposit assets and deposit liabilities were $ 4.7 million and $ 47.9 million, respectively (December 31, 2019:
$ 5.2 million and $ 56.9 million, respectively).
−Removed: For the three months ended March 31, 2020 and 2019 , the interest income/(expense) on deposit accounted contracts was as follows:
−Removed: Three months ended March 31
−Removed: ($ in thousands)
+Added: For the three and six months ended June 30, 2020 and 2019, the interest income/(expense) on deposit accounted contracts was as follows:
+Added: Three months ended June 30 Six months ended June 30
+Added: 2020 2019 2020 2019
+Added: ($ in thousands) ($ in thousands)
Deposit interest income $ 645 $ 1,697 $ 1,252 $ 2,745
14 unchanged sentences
In the event of a net loss, all RSUs, stock options outstanding, convertible debt and participating securities are excluded from the calculation of both basic and diluted loss per share as their inclusion would be anti-dilutive.
−Removed: The table below presents the shares outstanding for the purposes of the calculation of earnings (loss) per share for the three months ended March 31, 2020 and 2019 :
−Removed: Three months ended March 31
+Added: The table below presents the shares outstanding for the purposes of the calculation of earnings (loss) per share for the three and six months ended June 30, 2020 and 2019:
+Added: Three months ended June 30 Six months ended June 30
+Added: 2020 2019 2020 2019
Weighted average shares outstanding - basic 35,776,736 36,100,665 35,958,965 36,037,177
28 unchanged sentences
DME and DME Advisors are related to the Company and each is an affiliate of David Einhorn, Chairman of the Company’s Board of Directors.
−Removed: On September 1, 2018, the Company entered into an amended and restated exempted limited partnership agreement (the “SILP LPA”) of Solasglas Investments, LP (“SILP”), with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, GRIL and the initial limited partner (each, a “Partner”).
+Added: On September 1, 2018, the Company entered into an amended and restated exempted limited partnership agreement (the “SILP LPA”) of Solasglas Investments, LP (“SILP”), with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re and GRIL, (together the “GLRE Limited Partners”), and the initial limited partner (each, a “Partner”).
The SILP LPA, in conjunction with a participation agreement, replaced the venture agreement and assigned and/or transferred Greenlight Re’s and GRIL’s invested assets in the Joint Venture to SILP.
11 unchanged sentences
During 2019, SILP’s investment portfolio was de-risked in order to reduce the Company’s investment volatility in the near-term.
−Removed: As a result, a significant proportion of the Company’s investment assets in SILP was held in cash and short-term treasuries as of March 31, 2020 and December 31, 2019 .
+Added: As a result, a significant proportion of the Company’s investment assets in SILP was held in cash and short-term treasuries as of June 30, 2020 and December 31, 2019.
The Company’s maximum exposure to loss relating to SILP is limited to the net asset value of the GLRE Limited Partners’ investment in SILP.
−Removed: As of March 31, 2020 , the net asset value of the GLRE Limited Partners’ investment in SILP was $189.9 million ( December 31, 2019 :
+Added: As of June 30, 2020, the net asset value of the GLRE Limited Partners’ investment in SILP was $ 177.7 million (December 31, 2019:
$ 240.1 million), representing 79.1 % (December 31, 2019:
4 unchanged sentences
The GLRE Limited Partners can redeem their assets from SILP for operational purposes by providing three business days’ notice to DME II.
−Removed: As of March 31, 2020 , the majority of SILP’s long investments are composed of cash, short-term U.S.
+Added: As of June 30, 2020, the majority of SILP’s long investments are composed of cash, short-term U.S.
treasuries and publicly-traded equity securities, which can be readily liquidated to meet any GLRE Limited Partner’s redemption requests.
−Removed: The Company’s share of the change in the net asset value of SILP for the three months ended March 31, 2020 and 2019 was $(42.1) million and $30.8 million , respectively, and shown in the caption “Income (loss) from investment in related party investment fund” in the Company’s condensed consolidated statements of operations.
−Removed: The change in the net asset value of SILP for the three months ended March 31, 2020 was primarily driven by the impact of changes in fair value primarily attributable to the recent disruptions in global financial markets associated with COVID–19.
+Added: The Company’s share of the change in the net asset value of SILP for the three and six months ended June 30, 2020 was $ 1.6 million and $( 40.5 ) million, respectively, (three and six months ended June 30, 2019:
+Added: $ 14.4 million and $ 45.2 million, respectively), and shown in the caption “Income (loss) from investment in related party investment fund” in the Company’s condensed consolidated statements of operations.
+Added: The change in the net asset value of SILP for the six months ended June 30, 2020 was primarily driven by the impact of changes in fair value primarily attributable to the disruptions in global financial markets associated with the COVID–19 pandemic.
The summarized financial statements of SILP are presented below.
+Added: Return to table of contents
Summarized Statement of Assets and Liabilities of Solasglas Investments, LP
−Removed: March 31, 2020
−Removed: December 31, 2019
+Added: June 30, 2020 December 31, 2019
($ in thousands)
4 unchanged sentences
Interest and dividends receivable 27 47
+Added: Total assets 296,127 348,405
Liabilities and partners’ capital
5 unchanged sentences
Total liabilities ( 71,636 ) ( 51,997 )
+Added: Net Assets $ 224,491 $ 296,408
GLRE Limited Partners’ share of Net Assets $ 177,658 $ 240,056
1 unchanged sentence
Summarized Statement of Operations of Solasglas Investments, LP
−Removed: Three months ended March 31, 2020
−Removed: Three months ended March 31, 2019
+Added: Three months ended June 30 Six months ended June 30
+Added: 2020 2019 2020 2019
($ in thousands)
4 unchanged sentences
Management fee ( 616 ) ( 1,568 ) ( 1,278 ) ( 3,582 )
+Added: Interest ( 325 ) ( 845 ) ( 342 ) ( 2,219 )
+Added: Dividends ( 254 ) ( 366 ) ( 399 ) ( 1,436 )
Professional fees and other ( 124 ) ( 425 ) ( 332 ) ( 805 )
7 unchanged sentences
GLRE Limited Partners’ share of net income (loss) (1) $ 1,609 $ 14,405 $ ( 40,517 ) $ 45,161
−Removed: 1 Net of management fees of $0.7 million and $2.0 million for the three months ended March 31, 2020 and 2019 , respectively, and net of accrued performance allocation of nil and $3.4 million for the three months ended March 31, 2020 and 2019 , respectively.
−Removed: See Note 9 for further details.
+Added: (1) Net of management fees and accrued performance allocation as follows:
+Added: Three months ended June 30 Six months ended June 30
+Added: 2020 2019 2020 2019
+Added: ($ in thousands)
+Added: Management fees 616 1,567 1,278 3,582
+Added: Performance allocation — 1,564 — 4,981
FINANCIAL INSTRUMENTS
1 unchanged sentence
“Other investments” include unlisted securities and investments accounted for under the equity method.
−Removed: At March 31, 2020 , the following securities were included in the caption “Other investments”:
−Removed: March 31, 2020
−Removed: Fair value / carrying value
+Added: Return to table of contents
+Added: At June 30, 2020, the following securities were included in the caption “Other investments”:
+Added: June 30, 2020 Cost Unrealized
+Added: gains Unrealized
+Added: losses Fair value / carrying value
($ in thousands)
2 unchanged sentences
Total other investments $ 22,045
−Removed: Return to table of contents
At December 31, 2019, the following securities were included in the caption “Other investments”:
−Removed: December 31, 2019
−Removed: Fair value / carrying value
+Added: December 31, 2019 Cost Unrealized
+Added: gains Unrealized
+Added: losses Fair value / carrying value
($ in thousands)
4 unchanged sentences
The carrying values of these holdings are determined based on their original cost minus impairment, if any, plus or minus changes resulting from observable price changes.
−Removed: At March 31, 2020 , the carrying value of private investments and unlisted equities was $11.1 million (December 31, 2019 :
−Removed: $10.7 million ), and incorporated an upward adjustment of $0.8 million during the three months ended March 31, 2020 ( 2019 :
−Removed: $0.2 million ), excluding any unrealized gains or losses related to changes in foreign currency exchange rates.
−Removed: There were no individually significant adjustments to the carrying values of private equity securities for the three months ended March 31, 2020 .
+Added: At June 30, 2020, the carrying value of private investments and unlisted equities was $ 15.6 million (December 31, 2019:
+Added: $ 10.7 million), and incorporated upward adjustments of $ 3.3 million and $ 4.1 million during the three and six months ended June 30, 2020, respectively (2019:
+Added: $ 0.2 million and $ 0.2 million, respectively), excluding any unrealized gains or losses related to changes in foreign currency exchange rates.
The Company’s investment accounted for under the equity method represents its investment in AccuRisk Holdings LLC (“AccuRisk”), a Chicago, Illinois-based managing general underwriter focused on employee and health insurance benefits.
−Removed: At March 31, 2020 , the Company held a 58% (December 31, 2019 :
−Removed: 58% ), interest in AccuRisk and had provided a $6.0 million credit facility.
+Added: At June 30, 2020, the Company held a 58 % (December 31, 2019:
+Added: 58 %) economic interest in AccuRisk and had provided a $ 6.0 million credit facility.
In addition to providing capital and funding in support of AccuRisk’s expansion plans, the Company also provides reinsurance capacity for business produced by AccuRisk.
2 unchanged sentences
The Company’s maximum exposure to loss relating to AccuRisk is limited to the carrying amount of its investment, plus the credit facility extended.
−Removed: For the three months ended March 31, 2020 , the Company’s share of AccuRisk’s net income was $0.9 million ( 2019 :
−Removed: $0.4 million ), which was included in the caption “Net investment income” in the Company’s condensed consolidated statements of operations.
+Added: For the three and six months ended June 30, 2020, the Company’s share of AccuRisk’s net income was $( 0.1 ) million and $ 0.8 million, respectively (2019:
+Added: $ 0.0 million and $ 0.5 million, respectively), which was included in the caption “Net investment income” in the Company’s condensed consolidated statements of operations.
Fair Value Hierarchy
9 unchanged sentences
This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.
−Removed: As of March 31, 2020 and December 31, 2019, the Company did not carry any investments at fair value that were assigned a Level within the fair value hierarchy.
+Added: As of June 30, 2020 and December 31, 2019, the Company did not carry any investments at fair value that were assigned a Level within the fair value hierarchy.
The Company’s investment in the related party investment fund is measured at fair value using the net asset value practical expedient, and is therefore not classified within the fair value hierarchy.
(See Note 3 for further details.)
+Added: Return to table of contents
Financial Instruments Disclosed, But Not Carried, at Fair Value
The captions “Notes receivable (net of allowance for expected credit loss)” and “Convertible senior notes payable” represent financial instruments that are carried at amortized cost.
−Removed: The carry values of the notes receivable (net of allowance for expected credit loss) approximate their fair values, which the Company has determined on the basis of Level 3 inputs.
+Added: The carrying values of the notes receivable (net of allowance for expected credit loss) approximate their fair values, which the Company has determined on the basis of Level 3 inputs.
The fair value of the convertible senior notes payable is estimated based on the bid price observed in an inactive market for the identical instrument (Level 2 input).
−Removed: Return to table of contents
LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
−Removed: There were no significant changes in the actuarial methodology or assumptions relating to the Company’s loss and loss adjustment expense reserves for the three months ended March 31, 2020 .
−Removed: At March 31, 2020 and December 31, 2019 , loss and loss adjustment expense reserves were composed of the following:
−Removed: March 31, 2020
−Removed: December 31, 2019
+Added: At June 30, 2020, the loss and loss adjustment expenses reserves included estimated amounts for several catastrophe events.
+Added: For significant catastrophe events including, but not limited to, hurricanes, typhoons, floods, wildfires and pandemics, loss reserves are generally established based on loss payments and case reserves reported by clients when, and if, received.
+Added: To establish IBNR loss estimates, the Company makes use of, among other things, the following:
+Added: • estimates communicated by ceding companies;
+Added: • industry data;
+Added: • information received from clients, brokers and loss adjusters;
+Added: • an understanding of the underlying business written and its exposures to catastrophe event related losses;
+Added: • catastrophe scenario modelling software;
+Added: • management’s judgement.
+Added: The COVID-19 pandemic is unprecedented.
+Added: Therefore, the Company does not have previous loss experience on which to base its estimates for loss and loss adjustment expenses related to the COVID-19 pandemic.
+Added: The determination of the Company's estimate was based on:
+Added: • a review of in-force treaties that may provide coverage and incur losses;
+Added: • catastrophe and scenario modeling analyses and results shared by cedents;
+Added: • preliminary loss estimates received from clients and their analysts and loss adjusters;
+Added: • reviews of industry insured loss estimates and market share analyses;
+Added: • management’s judgement.
+Added: Significant assumptions on which the Company's estimates of reserves for the COVID-19 pandemic losses and loss adjustment expenses are based include:
+Added: • the scope of coverage provided by the underlying policies, particularly those that provide for business interruption coverage;
+Added: • the regulatory, legislative or judicial actions and social impact that could influence contract interpretations across the insurance industry;
+Added: • the extent of economic contraction caused by the COVID-19 pandemic, particularly in the United States;
+Added: • the ability of the cedents and insured to mitigate some or all of their losses.
+Added: While the Company believes its estimate of loss and loss adjustment expense reserves for the COVID-19 pandemic is adequate as of June 30, 2020 based on available information, actual losses may ultimately differ materially from the Company's current estimates.
+Added: The Company will continue to monitor the appropriateness of its assumptions as new information becomes available and will adjust its estimates accordingly.
+Added: Such adjustments may be material to the Company's results of operations and financial condition.
+Added: There were no significant changes in the actuarial methodology or reserving process related to the Company’s loss and loss adjustment expense reserves for the six months ended June 30, 2020.
+Added: Return to table of contents
+Added: At June 30, 2020 and December 31, 2019, loss and loss adjustment expense reserves were composed of the following:
+Added: June 30, 2020 December 31, 2019
($ in thousands)
Case reserves $ 207,753 $ 217,834
+Added: IBNR 259,902 252,754
+Added: Total $ 467,655 $ 470,588
A summary of changes in outstanding loss and loss adjustment expense reserves for all lines of business consolidated
−Removed: for the three months ended March 31, 2020 and 2019 is as follows:
+Added: for the six months ended June 30, 2020 and 2019 is as follows:
+Added: Consolidated 2020 2019
($ in thousands)
3 unchanged sentences
Incurred losses related to:
+Added: Current year 159,225 171,437
+Added: Prior years 5,666 29,904
Total incurred 164,891 201,341
Paid losses related to:
+Added: Current year ( 35,874 ) ( 48,554 )
+Added: Prior years ( 122,532 ) ( 162,363 )
+Added: Total paid ( 158,406 ) ( 210,917 )
Foreign currency revaluation ( 2,112 ) ( 102 )
−Removed: Net balance at March 31
+Added: Net balance at June 30 447,430 429,279
Losses recoverable 20,225 40,787
−Removed: Gross balance at March 31
−Removed: Return to table of contents
−Removed: The changes in the outstanding loss and loss adjustment expense reserves for health claims for the three months ended March 31, 2020 and 2019 are as follows:
+Added: Gross balance at June 30 $ 467,655 $ 470,066
+Added: The changes in the outstanding loss and loss adjustment expense reserves for health claims for the six months ended June 30, 2020 and 2019 are as follows:
+Added: Health 2020 2019
($ in thousands)
3 unchanged sentences
Incurred losses related to:
+Added: Current year 15,811 19,241
+Added: Prior years 1,972 2,245
Total incurred 17,783 21,486
Paid losses related to:
+Added: Current year ( 7,063 ) ( 8,046 )
+Added: Prior years ( 13,909 ) ( 21,897 )
+Added: Total paid ( 20,972 ) ( 29,943 )
Foreign currency revaluation — —
−Removed: Net balance at March 31
+Added: Net balance at June 30 14,874 16,045
Losses recoverable — —
−Removed: Gross balance at March 31
−Removed: For the three months ended March 31, 2020 , the estimate of net losses incurred relating to prior accident years increased by $4.2 million , primarily in relation to certain general liability, health and multi-line contracts.
−Removed: The net financial impact of the prior year unfavorable loss development for the three months ended March 31, 2020 , taking into account earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs and adjustments to deposit accounted contracts, was a loss of $3.9 million .
−Removed: For the three months ended March 31, 2019 , the estimate of net losses incurred relating to prior accident years increased by $35.1 million that originated primarily from private passenger automobile contracts.
+Added: Gross balance at June 30 $ 14,874 $ 16,045
+Added: Return to table of contents
+Added: For the six months ended June 30, 2020, the estimate of net losses incurred relating to prior accident years increased by $ 5.7 million, primarily in relation to certain general liability, health and multi-line contracts, partially offset by favorable loss development on professional liability contracts.
+Added: The net financial impact of the prior year unfavorable loss development for the six months ended June 30, 2020, taking into account earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs and adjustments to deposit accounted contracts, was a loss of $ 5.0 million.
+Added: For the six months ended June 30, 2019, the estimate of net losses incurred relating to prior accident years increased by $ 29.9 million that originated primarily from private passenger automobile contracts.
These unanticipated automobile losses were the result of adverse rulings that affected a significant number of loss events that occurred in Florida between 2015 and early 2018, including many claims that had previously been considered closed.
−Removed: The net financial impact of the prior year adverse loss development for the three months ended March 31, 2019 , taking into account earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs and adjustments to deposit accounted contracts, was a loss of $25.7 million .
+Added: The net financial impact of the prior year adverse loss development for the six months ended June 30, 2019 was a loss of $ 27.7 million.
The Company, from time to time, purchases retrocessional coverage for one or more of the following reasons:
1 unchanged sentence
Loss and loss adjustment expenses recoverable from retrocessionaires are recorded as assets.
−Removed: For the three months ended March 31, 2020 , the Company’s earned ceded premiums were $1.0 million ( 2019 :
−Removed: $22.2 million ).
−Removed: For the three months ended March 31, 2020 , loss and loss adjustment expenses incurred of $75.7 million ( 2019 :
−Removed: $122.9 million ), reported on the condensed consolidated statements of operations are net of loss and loss expenses recovered and recoverable of $3.5 million ( 2019 :
−Removed: $26.3 million ).
+Added: For the three and six months ended June 30, 2020, the Company’s earned ceded premiums were $ 0.5 million and $ 1.5 million, respectively (2019:
+Added: $ 21.7 million and $ 43.8 million, respectively).
+Added: For the three and six months ended June 30, 2020, loss and loss adjustment expenses incurred of $ 89.2 million and $ 164.9 million, respectively (2019:
+Added: $ 78.5 million and $ 201.3 million, respectively), reported on the condensed consolidated statements of operations are net of loss and loss expenses recovered and recoverable of $ 0.2 million and $ 3.7 million (2019:
+Added: $ 15.9 million and $ 42.3 million).
Retrocession contracts do not relieve the Company from its obligations to the insureds.
Failure of retrocessionaires to honor their obligations could result in losses to the Company.
−Removed: At March 31, 2020 , the Company’s loss reserves recoverable consisted of (i) $17.9 million ( December 31, 2019 :
+Added: At June 30, 2020, the Company’s loss reserves recoverable consisted of (i) $ 15.8 million (December 31, 2019:
$ 21.2 million) from unrated retrocessionaires, of which $ 15.4 million (December 31, 2019:
1 unchanged sentence
$ 6.4 million) from retrocessionaires rated A- or above by A.M.
−Removed: Return to table of contents
The Company regularly evaluates its net credit exposure to assess the ability of the retrocessionaires to honor their respective obligations.
−Removed: At March 31, 2020 , the Company had recorded an allowance for expected credit losses of $0.1 million ( December 31, 2019 :
+Added: At June 30, 2020, the Company had recorded an allowance for expected credit losses of $ 0.1 million (December 31, 2019:
SENIOR CONVERTIBLE NOTES
2 unchanged sentences
Note holders have the option, under certain conditions, to redeem the Notes prior to maturity.
−Removed: If the Notes are converted by the holder, the Company shall have the option to settle the conversion obligation in cash, ordinary shares of the Company, or a combination thereof pursuant to the terms of the indenture governing the Notes.
+Added: If the Notes are redeemed by the holder, the Company shall have the option to settle the conversion obligation in cash, ordinary shares of the Company, or a combination thereof pursuant to the terms of the indenture governing the Notes.
The Company has therefore bifurcated the Notes into liability and equity components.
−Removed: If converted at March 31, 2020 , the face value of the Notes would be cash settled as the Company has assumed that the conversion option will not be exercised due to the share price at March 31, 2020 being lower than the conversion price of $17.19 per share.
+Added: If redeemed at June 30, 2020, the face value of the Notes would be cash settled as the Company has assumed that the conversion option will not be exercised due to the share price at June 30, 2020 being lower than the conversion price of $ 17.19 per share.
The Company’s effective borrowing rate for non-convertible debt at the time of issuance of the Notes was estimated to be 6.0 %, which equated to an $ 8.2 million discount.
−Removed: As of March 31, 2020 and December 31, 2019 , the unamortized debt discount was $5.5 million and $5.9 million , respectively, and is expected to be amortized through the maturity date.
+Added: As of June 30, 2020 and December 31, 2019, the unamortized debt discount was $ 5.1 million and $ 5.9 million, respectively, and is expected to be amortized through the maturity date.
The debt discount also represents the portion of the Note’s principal amount allocated to the equity component.
The Company incurred issuance costs in connection with the issuance of the Notes.
−Removed: As of March 31, 2020 , the unamortized portion of these costs attributed to the debt component was $2.1 million ( December 31, 2019 :
−Removed: $2.3 million ), which are expected to be amortized through the maturity date.
+Added: As of June 30, 2020, the unamortized portion of these costs attributed to the debt component was $ 2.0 million (December 31, 2019:
+Added: $ 2.3 million), which are expected
+Added: Return to table of contents
+Added: to be amortized through the maturity date.
The portion of these issuance costs attributed to the equity component was netted against the gross proceeds allocated to equity, resulting in $ 7.9 million being included in the caption “Additional paid-in capital” in the Company’s condensed consolidated balance sheets.
−Removed: The carrying value of the Notes as of March 31, 2020 , including accrued interest of $0.7 million was $93.1 million ( December 31, 2019 :
+Added: The carrying value of the Notes as of June 30, 2020, including accrued interest of $ 1.7 million, was $ 94.6 million (December 31, 2019:
$ 93.5 million).
−Removed: As of March 31, 2020 , the fair value of the Notes was estimated to be $78.6 million ( December 31, 2019 :
+Added: As of June 30, 2020, the fair value of the Notes was estimated to be $ 79.1 million (December 31, 2019:
$ 94.9 million) (see Note 4 Financial Instruments).
−Removed: For the three months ended March 31, 2020 , the Company recognized interest expense of $1.6 million ( 2019 :
−Removed: $1.5 million ) in connection with the interest coupon, amortization of issuance costs and amortization of the discount.
−Removed: The Company was in compliance with all covenants relating to the Notes as of March 31, 2020 and December 31, 2019 .
+Added: For the three and six months ended June 30, 2020, the Company recognized interest expense of $ 1.6 million and $ 3.1 million (2019:
+Added: $ 1.6 million and $ 3.1 million) in connection with the interest coupon, amortization of issuance costs and amortization of the discount.
+Added: The Company was in compliance with all covenants relating to the Notes as of June 30, 2020 and December 31, 2019.
+Added: SHARE CAPITAL
+Added: On April 26, 2017, the Company’s shareholders approved an amendment to the stock incentive plan to increase the number of Class A ordinary shares available for issuance by 1.5 million shares from 3.5 million to 5.0 million.
+Added: As of June 30, 2020, 62,531 (December 31, 2019:
+Added: 555,805 ) Class A ordinary shares remained available for future issuance under the Company’s stock incentive plan.
+Added: The stock incentive plan is administered by the Compensation Committee of the Board of Directors.
+Added: The Board has adopted a share repurchase plan.
+Added: The timing of such repurchases and actual number of shares repurchased will depend on a variety of factors including price, market conditions and applicable regulatory and corporate requirements.
+Added: On March 26, 2020, the Board of Directors extended the share repurchase plan to June 30, 2021 and increased the number of shares authorized to be repurchased 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.
+Added: In addition, the Board of Directors 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 more tender offers.
+Added: The Company is not required to repurchase any of the Class A ordinary shares or the Notes and the repurchase plans may be modified, suspended or terminated at the election of our Board of Directors at any time without prior notice.
+Added: During the six months ended June 30, 2020, 1.2 million Class A ordinary shares were repurchased by the Company (2019:
+Added: As of June 30, 2020, 3.8 million Class A ordinary shares and $ 25.0 million of the Notes, remained available for repurchase under the repurchase plans.
+Added: All ordinary shares repurchased are canceled immediately upon repurchase.
+Added: The following table is a summary of voting ordinary shares issued and outstanding:
+Added: Six months ended June 30 Six months ended June 30
+Added: Class A Class B Class A Class B
+Added: Balance – beginning of period 30,739,395 6,254,715 30,130,214 6,254,715
+Added: Issue of ordinary shares, net of forfeitures 440,134 — 408,233 —
+Added: Repurchase of ordinary shares ( 1,161,659 ) — — —
+Added: Balance – end of period 30,017,870 6,254,715 30,538,447 6,254,715
+Added: Additional paid-in capital includes the premium per share paid by the subscribing shareholders for Class A and B ordinary shares which have a par value of $ 0.10 each.
+Added: It also includes share-based awards earned not yet issued.
SHARE-BASED COMPENSATION
The Company has a stock incentive plan for directors, employees and consultants that is administered by the Compensation Committee of the Board of Directors.
+Added: Return to table of contents
Employee and Director Restricted Shares
−Removed: For the three months ended March 31, 2020 , 306,264 ( 2019 :
+Added: For the six months ended June 30, 2020, 306,264 (2019:
235,701 ) Class A ordinary shares were issued to employees pursuant to the Company’s stock incentive plan.
2 unchanged sentences
During the vesting period, the holder of the restricted shares retains voting rights and is entitled to any dividends declared by the Company.
−Removed: For the three months ended March 31, 2020 , 145,089 ( 2019 :
+Added: For the six months ended June 30, 2020, 145,089 (2019:
89,945 ) Class A ordinary shares were issued to the Company’s Chief Executive Officer (“CEO”) pursuant to the Company’s stock incentive plan.
2 unchanged sentences
During the vesting period, the holder of the restricted shares retains voting rights and is entitled to any dividends declared by the Company.
−Removed: The weighted average
−Removed: Return to table of contents
−Removed: grant date fair value of these restricted shares subject to performance conditions was $6.72 ( 2019 :
+Added: The weighted average grant date fair value of these restricted shares subject to performance conditions was $ 6.72 (2019:
$ 10.84 ) per share.
−Removed: As the performance conditions associated with these restricted shares have not been met, no compensation cost was recognized relating to these shares for the three months ended March 31, 2020 and 2019 .
−Removed: For the three months ended March 31, 2020 , 18,701 ( 2019 :
−Removed: nil ) restricted shares were forfeited by employees who left the Company prior to the expiration of the applicable vesting periods.
−Removed: For the three months ended March 31, 2020 , $0.1 million stock compensation expense ( 2019 :
+Added: As the performance conditions associated with these restricted shares have not been met, no compensation cost was recognized relating to these shares for the six months ended June 30, 2020 and 2019.
+Added: Subsequent to June 30, 2020, the Company accelerated the vesting of a portion of the CEO’s restricted shares resulting in 72,545 shares vesting on July 30, 2020.
+Added: The remaining restricted shares are still subject to performance and service conditions.
+Added: For the six months ended June 30, 2020, 18,701 (2019:
+Added: 2,155 ) restricted shares were forfeited by employees who left the Company prior to the expiration of the applicable vesting periods.
+Added: For the six months ended June 30, 2020, $ 0.1 million stock compensation expense (2019:
nil ) relating to the forfeited restricted shares was reversed.
−Removed: The Company recorded $0.6 million of share-based compensation expense, net of forfeiture reversals, relating to restricted shares for the three months ended March 31, 2020 ( 2019 :
+Added: The Company recorded $ 1.2 million of share-based compensation expense, net of forfeiture reversals, relating to restricted shares for the six months ended June 30, 2020 (2019:
$ 1.5 million).
−Removed: As of March 31, 2020 , there was $3.6 million (December 31, 2019 :
+Added: As of June 30, 2020, there was $ 3.1 million (December 31, 2019:
$ 2.7 million) of unrecognized compensation cost relating to non-vested restricted shares (excluding CEO’s restricted shares with performance conditions) which are expected to be recognized over a weighted average period of 2.1 years (December 31, 2019:
−Removed: For the three months ended March 31, 2020 , the total fair value of restricted shares vested was $2.1 million ( 2019 :
+Added: For the six months ended June 30, 2020, the total fair value of restricted shares vested was $ 2.8 million (2019:
$ 3.1 million).
−Removed: The following table summarizes the activity for unvested outstanding restricted share awards during the three months ended March 31, 2020 :
+Added: The following table summarizes the activity for unvested outstanding restricted share awards during the six months ended June 30, 2020:
+Added: shares Weighted
Balance at December 31, 2019 873,087 $ 12.83
−Removed: Balance at March 31, 2020
+Added: Granted 451,353 6.72
+Added: Vested ( 163,288 ) 17.00
+Added: Forfeited ( 18,701 ) 12.78
+Added: Balance at June 30, 2020 1,142,451 $ 9.82
Employee and Director Stock Options
−Removed: For the three months ended March 31, 2020 , no Class A ordinary share purchase options were granted, no stock options were exercised by directors or employees, and no stock options vested.
+Added: For the six months ended June 30, 2020, no Class A ordinary share purchase options were granted, no stock options were exercised by directors or employees, and no stock options vested.
When stock options are granted, the Company reduces the corresponding number from the shares authorized for issuance as part of the Company’s stock incentive plan.
−Removed: The total compensation cost expensed relating to stock options for the three months ended March 31, 2020 was $0.2 million ( 2019 :
+Added: The total compensation cost expensed relating to stock options for the six months ended June 30, 2020 was $ 0.4 million (2019:
$ 0.6 million).
−Removed: At March 31, 2020 , the total compensation cost related to non-vested options not yet recognized was $1.1 million ( December 31, 2019 :
+Added: At June 30, 2020, the total compensation cost related to non-vested options not yet recognized was $ 0.9 million (December 31, 2019:
$ 1.3 million) to be recognized over a weighted average period of 2.2 years (December 31, 2019:
2.4 years) assuming the grantee completes the service period for vesting of the options.
−Removed: There was no activity in employee and director stock options during the three months ended March 31, 2020 .
−Removed: At March 31, 2020 and December 31, 2019 , there were 0.9 million and 0.9 million stock options outstanding, respectively, with a weighted average exercise price of $22.68 and $22.68 per share, respectively and weighted average grant date fair value of $10.25 and $10.25 per share, respectively.
−Removed: The weighted average remaining contractual term of the stock options was 5.6 years and 5.8 years , at March 31, 2020 and December 31, 2019 , respectively.
+Added: Return to table of contents
+Added: There was no activity in employee and director stock options during the six months ended June 30, 2020.
+Added: At June 30, 2020 and December 31, 2019, there were 0.9 million and 0.9 million stock options outstanding, respectively, with a weighted average exercise price of $ 22.68 and $ 22.68 per share, respectively and weighted average grant date fair value of $ 10.25 and $ 10.25 per share, respectively.
+Added: The weighted average remaining contractual term of the stock options was 5.3 years and 5.8 years, at June 30, 2020 and December 31, 2019, respectively.
Employee Restricted Stock Units
3 unchanged sentences
On the vesting date, the Company converts each RSU into one Class A ordinary share and issues new Class A ordinary shares from the shares authorized for issuance as part of the Company’s stock incentive plan.
−Removed: For the three months ended March 31, 2020 , 60,622 ( 2019 :
+Added: For the six months ended June 30, 2020, 60,622 (2019:
48,535 ) RSUs were issued to employees pursuant to the Company’s stock incentive plan.
−Removed: For the three months ended March 31, 2020 , no ( 2019 :
+Added: For the six months ended June 30, 2020, no (2019:
24,165 ) RSUs were forfeited by employees who left the Company prior to the expiration of the applicable vesting periods.
−Removed: Return to table of contents
−Removed: The Company recorded $0.1 million of share-based compensation expense, net of forfeitures, relating to RSUs for the three months ended March 31, 2020 ( 2019 :
+Added: The Company recorded $ 0.2 million of share-based compensation expense, net of forfeitures, relating to RSUs for the six months ended June 30, 2020 (2019:
$ 0.2 million).
−Removed: Employee RSU activity during the three months ended March 31, 2020 was as follows:
+Added: Employee RSU activity during the six months ended June 30, 2020 was as follows:
+Added: RSUs Weighted
Balance at December 31, 2019 63,582 $ 13.76
−Removed: Balance at March 31, 2020
−Removed: For the three months ended March 31, 2020 and 2019 , the combined stock compensation expense (net of forfeitures), which was included in the caption “General and administrative expenses” in the Company’s statements of operations, was $0.9 million and $1.1 million , respectively.
+Added: Granted 60,622 6.72
+Added: Vested ( 7,482 ) 21.65
+Added: Forfeited — —
+Added: Balance at June 30, 2020 116,722 $ 9.60
+Added: For the six months ended June 30, 2020 and 2019, the combined stock compensation expense (net of forfeitures), which was included in the caption “General and administrative expenses” in the Company’s statements of operations, was $ 1.7 million and $ 2.2 million, respectively.
RELATED PARTY TRANSACTIONS
1 unchanged sentence
DME, DME II and DME Advisors are related to the Company and each is an affiliate of David Einhorn, Chairman of the Company’s Board of Directors.
+Added: Return to table of contents
The Company has entered into the SILP LPA with DME II.
5 unchanged sentences
The amendment was intended to revise the mechanics for calculating the Carryforward Account and Performance Allocation (as defined in the LPA) to take into account withdrawals from and subsequent recontributions of capital to SILP, consistent with the treatment under the Joint Venture.
−Removed: For the three months ended March 31, 2020 , no accrued performance allocation ( 2019 :
−Removed: $3.4 million ), was deducted from the Company’s investment in SILP and allocated to DME II.
In accordance with the SILP LPA, DME Advisors constructs a levered investment portfolio as agreed by the Company (the “Investment Portfolio” as defined in the SILP LPA).
1 unchanged sentence
The IAA has an initial term ending on August 31, 2023 subject to an automatic extension for successive three -year terms.
−Removed: For the three months ended March 31, 2020 , management fees paid by SILP to DME Advisors of $0.7 million , ( 2019 :
−Removed: $2.0 million ), were included in the caption “Income (loss) from investment in related party investment fund” in the Company’s condensed consolidated statement of operations.
−Removed: The Company has entered into a letter agreement with DME Advisors and DME II whereby during the period from June 1, 2019 to June 30, 2020, the portion of the Investment Portfolio held in cash or cash equivalents will not be subject to any management fee or performance allocation.
+Added: The Company has entered into a letter agreement with DME Advisors and DME II whereby during the period from June 1, 2019 to June 30, 2021, cash, cash equivalents and/or U.S government issued securities will not be subject to any management fee or performance allocation.
+Added: For a detailed breakdown of management fees and performance compensation for the three and six months ended June 30, 2020 and 2019, refer to Note 3 of the condensed consolidated financial statements.
Pursuant to the SILP LPA and the IAA, the Company has agreed to indemnify DME, DME II and DME Advisors for any expense, loss, liability, or damage arising out of any claim asserted or threatened in connection with DME Advisors serving as the Company’s or SILP’s investment advisor.
−Removed: The Company will reimburse DME, DME II and DME Advisors for reasonable costs and expenses of investigating and/or defending such claims, provided such claims were not caused due to gross
−Removed: Return to table of contents
−Removed: negligence, breach of contract or misrepresentation by DME, DME II or DME Advisors.
+Added: The Company will reimburse DME, DME II and DME Advisors for reasonable costs and expenses of investigating and/or defending such claims, provided such claims were not caused due to gross negligence, breach of contract or misrepresentation by DME, DME II or DME Advisors.
There were no indemnification amounts incurred by the Company during any of the periods presented.
2 unchanged sentences
(“GRBK”), a publicly traded company.
−Removed: As of March 31, 2020 , SILP, along with certain affiliates of DME Advisors, collectively owned 47.8% of the issued and outstanding common shares of GRBK.
+Added: As of June 30, 2020, SILP, along with certain affiliates of DME Advisors, collectively owned 47.7 % of the issued and outstanding common shares of GRBK.
Under applicable securities laws, DME Advisors may be limited at times in its ability to trade GRBK shares on behalf of SILP.
6 unchanged sentences
The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
+Added: Return to table of contents
COMMITMENTS AND CONTINGENCIES
Letters of Credit and Trusts
−Removed: At March 31, 2020 , the Company had one letter of credit facility, which automatically renews each year unless terminated by either party in accordance with the applicable required notice period:
−Removed: Termination Date
−Removed: Notice period required for termination
+Added: At June 30, 2020, the Company had one letter of credit facility, which automatically renews each year unless terminated by either party in accordance with the applicable required notice period:
+Added: Facility Termination Date Notice period required for termination
($ in thousands)
−Removed: Citibank Europe plc
−Removed: October 11, 2020
−Removed: 120 days prior to termination date
−Removed: As of March 31, 2020 , an aggregate amount of $138.4 million ( December 31, 2019 :
+Added: Citibank Europe plc $ 400,000 October 11, 2021 120 days prior to termination date
+Added: As of June 30, 2020, an aggregate amount of $ 140.9 million (December 31, 2019:
$ 204.5 million) in letters of credit were issued under the above facility.
−Removed: As of March 31, 2020 , total cash and cash equivalents with a fair value in the aggregate of $138.8 million ( December 31, 2019 :
+Added: As of June 30, 2020, total cash and cash equivalents with a fair value in the aggregate of $ 140.5 million (December 31, 2019:
$ 213.4 million) were pledged as collateral against the letters of credit issued and included in the caption “Restricted cash and cash equivalents” in the Company’s condensed consolidated balance sheets.
1 unchanged sentence
Additionally, if an event of default exists, as defined in the letter of credit facility, Greenlight Re will be prohibited from paying dividends to its parent company.
−Removed: The Company was in compliance with all the covenants of the facility as of March 31, 2020 and December 31, 2019 .
+Added: The Company was in compliance with all the covenants of the facility as of June 30, 2020 and December 31, 2019.
The Company has also established regulatory trust arrangements for certain cedents.
−Removed: As of March 31, 2020 , collateral of $597.2 million ( December 31, 2019 :
+Added: As of June 30, 2020, collateral of $ 590.8 million (December 31, 2019:
$ 528.7 million) was provided to cedents in the form of regulatory trust accounts and included in the caption “Restricted cash and cash equivalents” in the Company’s condensed consolidated balance sheets.
−Removed: Return to table of contents
Lease Obligations
1 unchanged sentence
The Company has determined that the current arrangement qualifies as a short term lease.
−Removed: The short-term lease expense for the three months ended March 31, 2020 was $0.1 million ( 2019 :
+Added: The short-term lease expense for the three and six months ended June 30, 2020 was $ 0.3 million (2019:
$ 0.3 million).
2 unchanged sentences
GRIL has the option to terminate the lease agreement in 2021.
−Removed: The Company has determined that this lease was an operating lease and of March 31, 2020 has recorded a right-of-use asset and a corresponding lease liability of $0.2 million (December 31, 2019 :
+Added: The Company has determined that this lease was an operating lease and of June 30, 2020 has recorded a right-of-use asset and a corresponding lease liability of $ 0.1 million (December 31, 2019:
$ 0.2 million).
−Removed: The operating lease expense for the three months ended March 31, 2020 and 2019 was insignificant.
−Removed: Included in the ”Schedule of Commitments and Contingencies,” below, are the net minimum lease payment obligations relating to this lease as of March 31, 2020 .
+Added: The operating lease expense for the three and six months ended June 30, 2020 and 2019 was insignificant.
+Added: Included in the ”Schedule of Commitments and Contingencies,” below, are the net minimum lease payment obligations relating to this lease as of June 30, 2020.
Schedule of Commitments and Contingencies
The following is a schedule of future minimum payments required under the above commitments:
+Added: 2020 2021 2022 2023 2024 Thereafter Total
($ in thousands)
1 unchanged sentence
Interest and convertible note payable 2,000 4,000 4,000 104,000 — — 114,000
+Added: $ 2,340 $ 4,062 $ 4,000 $ 104,000 $ — $ — $ 114,402
+Added: Return to table of contents
From time to time in the normal course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation, the outcomes of which determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements.
7 unchanged sentences
Gross Premiums Written by Line of Business
−Removed: Three months ended March 31
−Removed: ($ in thousands)
+Added: Three months ended June 30 Six months ended June 30
+Added: 2020 2019 2020 2019
+Added: ($ in thousands) ($ in thousands)
+Added: Commercial $ 3,065 2.6 % $ 2,934 1.9 % $ 6,030 2.7 % $ 6,664 2.1 %
+Added: Motor 6,812 5.9 19,256 12.7 15,045 6.6 39,439 12.5
+Added: Personal 3,674 3.1 3,263 2.1 6,635 2.9 6,156 2.0
Total Property 13,551 11.6 25,453 16.7 27,710 12.2 52,259 16.6
3 unchanged sentences
Workers' Compensation 28,605 24.5 11,615 7.6 38,929 17.2 21,044 6.7
+Added: Multi-line 19,973 17.1 25,343 16.6 41,559 18.4 46,092 14.6
Total Casualty 74,794 64.1 108,527 71.2 136,357 60.3 — 69.5
Accident & Health 10,228 8.8 8,666 5.8 28,104 12.4 23,537 7.5
+Added: Financial 3,725 3.2 7,175 4.7 13,887 6.1 15,079 4.8
+Added: Marine 266 0.2 17 — 622 0.3 127 —
Other Specialty 14,125 12.1 2,502 1.6 19,796 8.7 4,886 1.6
+Added: Total Other 28,344 24.3 18,360 12.1 62,409 27.5 43,629 13.9
+Added: $ 116,689 100.0 % $ 152,340 100.0 % $ 226,476 100.0 % $ 314,900 100.0 %
Gross Premiums Written by Geographic Area of Risks Insured
−Removed: Three months ended March 31
−Removed: ($ in thousands)
+Added: Three months ended June 30 Six months ended June 30
+Added: 2020 2019 2020 2019
+Added: ($ in thousands) ($ in thousands)
and Caribbean $ 94,663 81.1 % $ 130,637 85.8 % $ 180,713 79.8 % $ 268,288 85.1 %
Worldwide (1) 20,616 17.7 21,231 13.9 43,412 19.2 46,140 14.7
+Added: Europe — — ( 13 ) — — — ( 13 ) —
+Added: Asia 1,410 1.2 485 0.3 2,351 1.0 485 0.2
+Added: $ 116,689 100.0 % $ 152,340 100.0 % $ 226,476 100.0 % $ 314,900 100.0 %
(1) “Worldwide” is composed of contracts that reinsure risks in more than one geographic area and may include risks in the U.S.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.