2 unchanged sentences
CONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: March 31, 2022 and December 31, 2021
+Added: June 30, 2022 and December 31, 2021
(expressed in thousands of U.S.
dollars, except per share and share amounts)
−Removed: March 31, 2022 December 31, 2021
+Added: June 30, 2022 December 31, 2021
Investment in related party investment fund $ 189,256 $ 183,591
3 unchanged sentences
Restricted cash and cash equivalents 669,603 634,794
−Removed: Reinsurance balances receivable (net of allowance for expected credit losses of $ 89 )
−Removed: 441,645 405,365
−Removed: Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of $ 47 )
+Added: Reinsurance balances receivable (net of allowance for expected credit losses of $ 89 and $ 89 )
446,285 405,365
+Added: Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of $ 47 and $ 47 )
Deferred acquisition costs 70,343 63,026
30 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: For the three months ended March 31, 2022 and 2021
+Added: For the three and six months ended June 30, 2022 and 2021
(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: 2022 2021 2022 2021
Gross premiums written $ 134,780 $ 141,579 $ 280,666 $ 311,514
3 unchanged sentences
Net premiums earned 110,219 132,479 236,144 267,875
−Removed: Income (loss) from investment in related party investment fund (net of related party expenses of $ 1,344 (three months ended March 31, 2021:
+Added: Income (loss) from investment in related party investment fund (net of related party expenses - Note 3) 11,876 ( 2,006 ) 15,953 2,018
Net investment income (loss) 5,280 4,046 8,940 18,696
21 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
−Removed: For the three months ended March 31, 2022 and 2021
+Added: For the six months ended June 30, 2022 and 2021
(expressed in thousands of U.S.
−Removed: Three months ended March 31
+Added: Three months ended June 30 Six months ended June 30
+Added: 2022 2021 2022 2021
Ordinary share capital
1 unchanged sentence
Issue of Class A ordinary shares, net of forfeitures — 5 88 38
+Added: Repurchase of Class A ordinary shares — ( 73 ) — ( 73 )
Balance - end of period 3,472 3,417 3,472 3,417
2 unchanged sentences
Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 — — ( 7,896 ) —
+Added: Repurchase of Class A ordinary shares — ( 6,675 ) — ( 6,675 )
Share-based compensation expense 1,098 822 2,015 1,552
11 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: For the three months ended March 31, 2022 and 2021
+Added: For the six months ended June 30, 2022 and 2021
(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
4 unchanged sentences
Net realized (gains) losses on investments and notes receivable — ( 14,210 )
−Removed: Foreign exchange (gains) losses on investments 38 19
+Added: Foreign exchange (gains) losses 5,402 ( 1 )
Share-based compensation expense 2,103 1,590
20 unchanged sentences
Net cash provided by (used in) investing activities 636 17,153
+Added: Financing activities
+Added: Repurchase of Class A ordinary shares — ( 6,748 )
+Added: Net cash provided by (used in) financing activities — ( 6,748 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash ( 120 ) —
10 unchanged sentences
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2022
+Added: June 30, 2022
ORGANIZATION AND BASIS OF PRESENTATION
11 unchanged sentences
In 2020, GLRE established Greenlight Re Marketing (UK) Limited (“Greenlight Re UK”) as a wholly-owned subsidiary to increase the Company’s presence in the London market.
+Added: In 2022, Syndicate 3456 commenced underwriting under the Lloyd’s syndicate-in-a-box model, with Greenlight Re as the sole capital provider.
As used herein, the “Company” refers collectively to GLRE and its consolidated subsidiaries.
9 unchanged sentences
All significant intercompany transactions and balances have been eliminated on consolidation.
−Removed: Certain amounts in the prior periods presented have been reclassified to confirm to the current period financial statements presentation.
−Removed: These reclassifications have no effect on previously reported net income or retained earnings.
+Added: Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statements presentation.
+Added: These reclassifications do not affect previously reported net income or retained earnings.
In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of and for the periods presented.
−Removed: Significant estimates used in the preparation of the Company’s condensed consolidated financial statements, including those associated with premiums and the estimations of loss and loss adjustment expense reserves, may be subject to significant adjustments in future periods.
+Added: Significant estimates used to prepare the Company’s condensed consolidated financial statements, including those associated with premiums and the estimations of loss and loss adjustment expense reserves, may be subject to significant adjustments in future periods.
SIGNIFICANT ACCOUNTING POLICIES
4 unchanged sentences
Actual results could differ from these estimates.
−Removed: The significant estimates reflected in the Company’s condensed consolidated financial statements include, but are not limited to, loss and loss adjustment expense reserves, premiums written, earned and receivable, variability underlying risk transfer assessments, allowances for credit losses, share-based compensation, valuation allowances associated with deferred tax assets and investment impairments.
+Added: The significant estimates reflected in the Company’s condensed consolidated financial statements include, but are not limited to, loss and loss adjustment expense reserves,
Return to table of contents
+Added: premiums written, earned, and receivable, variability underlying risk transfer assessments, allowances for credit losses, share-based compensation, valuation allowances associated with deferred tax assets and investment impairments.
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents
+Added: Cash and cash equivalents consist of cash and short-term, highly liquid investments and certificates of deposit with original maturity dates of three months or less.
+Added: Certificates of deposit with original maturities greater than three months are included under the caption "Other investments" on the condensed consolidated balance sheets.
The Company maintains cash and cash equivalent balances to collateralize regulatory trusts and letters of credit issued to cedents (see Note 12).
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, 2022 December 31, 2021
+Added: June 30, 2022 December 31, 2021
($ in thousands)
3 unchanged sentences
Funds Held by Cedents
−Removed: The caption “Reinsurance balances receivable” in the Company’s condensed consolidated balance sheets includes amounts held by cedents.
−Removed: Such amounts include premiums and funds held at Lloyd’s, which is held in trust at Lloyd's as security for members’ underwriting activities.
−Removed: At March 31, 2022, funds held by cedents were $ 272.3 million (December 31, 2021:
+Added: The caption “Reinsurance balances receivable” in the Company’s condensed consolidated balance sheets includes financial assets held by cedents.
+Added: At June 30, 2022, funds held by cedents were $ 282.1 million (December 31, 2021:
$ 246.9 million).
+Added: Such amounts include premiums withheld by Lloyd’s syndicates and funds contributed by the Company to Lloyd's as security for members’ underwriting activities.
+Added: The syndicates invest a portion of the premiums withheld in fixed maturity securities and investment funds.
+Added: The Company records its share of income (or expense) from these assets in its condensed consolidated statements of operations under the caption “Other income (expense).”
Reinsurance Assets
4 unchanged sentences
The Company manages its credit risk in its reinsurance assets by transacting only with insurers and reinsurers that it considers financially sound.
−Removed: Credit ratings of the counterparties are forward-looking and consider a variety of economic scenarios.
−Removed: The Company's evaluation of the required allowance for reinsurance balances receivable and loss and loss adjustment expenses recoverable considers the current economic environment as well as potential macroeconomic outcomes.
+Added: Credit ratings of the counterparties are forward-looking and consider various economic scenarios.
+Added: The Company's evaluation of the required allowance for reinsurance balances receivable and loss and loss adjustment expenses recoverable considers the current economic environment as well as potential macroeconomic developments.
For its retrocessional counterparties that are unrated, the Company may hold collateral in the form of funds withheld, trust accounts, or irrevocable letters of credit.
1 unchanged sentence
The Company regularly evaluates its net credit exposure to assess the ability of cedents and retrocessionaires to honor their respective obligations.
−Removed: At March 31, 2022, the Company has recorded an allowance for expected credit loss on its Reinsurance Assets of $ 0.1 million (December 31, 2021:
+Added: At June 30, 2022, the Company has recorded an allowance for expected credit loss on its Reinsurance Assets of $ 0.1 million (December 31, 2021:
$ 0.1 million).
+Added: Return to table of contents
Deposit Assets and Liabilities
3 unchanged sentences
The Company records deposit assets and liabilities in its condensed consolidated balance sheets in the caption “Reinsurance balances receivable” and “Reinsurance balances payable,” respectively.
−Removed: At March 31, 2022, deposit assets and deposit liabilities were $ 3.5 million and $ 17.8 million, respectively (December 31, 2021:
+Added: At June 30, 2022, deposit assets and deposit liabilities were $ 3.1 million and $ 14.3 million, respectively (December 31, 2021:
$ 3.5 million and $ 18.6 million, respectively).
−Removed: For the three months ended March 31, 2022, and 2021, the interest income and expense on deposit accounted contracts were as follows:
−Removed: Return to table of contents
−Removed: Three months ended March 31
−Removed: ($ in thousands)
+Added: For the three and six months ended June 30, 2022, and 2021, the interest income and expense on deposit accounted contracts were as follows:
+Added: Three months ended June 30 Six months ended June 30
+Added: 2022 2021 2022 2021
+Added: ($ in thousands) ($ in thousands)
Deposit interest income $ — $ 28 $ — $ —
1 unchanged sentence
Deposit interest income/(expense), net $ ( 191 ) $ 28 $ ( 225 ) $ ( 2,919 )
+Added: Foreign Exchange
+Added: The reporting and functional currency of the Company and all its significant subsidiaries is the U.S.
+Added: The Company records foreign currency transactions at the exchange rates in effect on the transaction date.
+Added: Monetary assets and liabilities in foreign currencies at the balance sheet date are converted at the exchange rate in effect at the balance sheet date.
+Added: The Company includes any foreign exchange gains and losses under the caption “Other income (expense), net” in the Company’s condensed consolidated statements of operations.
+Added: For the three and six months ended June 30, 2022, $ 4.3 million and $ 5.4 million, respectively, (three and six months ended June 30, 2021:
+Added: $ 0.2 million and $ 0.8 million, respectively), of foreign exchange loss was included in the Company’s net income (loss) in the condensed consolidated statements of operations.
Derivative instruments
8 unchanged sentences
Earnings (Loss) Per Share
−Removed: The Company has issued unvested restricted stock awards containing non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid.
+Added: The Company has issued unvested restricted stock awards, some of which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid.
These awards are considered “participating securities” for the purposes of calculating earnings (loss) per share.
−Removed: Basic earnings per share is calculated on the basis of the weighted average number of common shares and participating securities outstanding during the period.
+Added: Basic earnings per share is calculated on the basis of the weighted average number of
+Added: Return to table of contents
+Added: ordinary shares and participating securities outstanding during the period.
Diluted earnings (or loss) per share includes the dilutive effect of the following:
−Removed: • Restricted Stock Units (“RSUs”) issued that convert to common shares upon vesting;
+Added: • Restricted Stock Units (“RSUs”) issued that convert to ordinary shares upon vesting;
• Unvested restricted stock awards which are not considered “participating securities”;
−Removed: • Additional potential common shares issuable when in-the-money stock options are exercised, determined using the treasury stock method;
−Removed: • For periods prior to January 1, 2022, those common shares with the potential to be issued in connection with convertible notes and other such convertible instruments, determined using the treasury stock method;
−Removed: • Effective from January 1, 2022, the maximum number of additional common shares required to settle the convertible notes, as required under the if-converted method.
−Removed: Diluted earnings (or loss) per share contemplates a conversion to common shares of all convertible instruments only if they are dilutive with regards to earnings per share.
+Added: • Additional potential ordinary shares issuable when in-the-money stock options are exercised, determined using the treasury stock method;
+Added: • For periods prior to January 1, 2022, those ordinary shares with the potential to be issued in connection with convertible notes and other such convertible instruments, determined using the treasury stock method;
+Added: • Effective January 1, 2022, the maximum number of additional ordinary shares required to settle the convertible notes, as required under the if-converted method.
+Added: Diluted earnings (or loss) per share contemplates a conversion to ordinary shares of all convertible instruments only if they are dilutive.
In the event of a net loss, all RSUs, stock options, shares potentially issuable in connection with convertible notes, and participating securities are excluded from the calculation of both basic and diluted loss per share as their inclusion would be anti-dilutive.
−Removed: Return to table of contents
−Removed: The table below presents the shares outstanding for the calculation of earnings (loss) per share for the three months ended March 31, 2022 and 2021:
−Removed: Three months ended March 31
+Added: The table below presents the shares outstanding for the calculation of earnings per share for the three and six months ended June 30, 2022 and 2021:
+Added: Three months ended June 30 Six months ended June 30
+Added: 2022 2021 2022 2021
Weighted average shares outstanding - basic 33,871,359 34,667,114 33,861,151 34,560,246
Effect of dilutive employee and director share-based awards 421,611 154,134 313,733 139,045
+Added: Shares potentially issuable in connection with convertible notes 5,818,182 — 5,818,182 —
Weighted average shares outstanding - diluted 40,111,152 34,821,248 39,993,066 34,699,291
Anti-dilutive stock options outstanding 735,627 835,627 735,627 835,627
−Removed: Participating securities excluded from calculation of loss per share 815,847 —
−Removed: Shares potentially issuable in connection with convertible notes excluded from calculation of loss per share 5,818,182 —
Under current Cayman Islands law, no corporate entity, including GLRE and Greenlight Re, is obligated to pay taxes in the Cayman Islands on either income or capital gains.
4 unchanged sentences
Verdant’s taxable income is generally expected to be taxed at a marginal rate of 21% (2021:
−Removed: Verdant’s tax years 2018 and beyond remain open and subject to examination by the IRS.
+Added: Verdant’s tax years 2018 and beyond remain open and may be subject to examination by the IRS.
GRIL is incorporated in Ireland and therefore is subject to the Irish corporation tax rate of 12.5% on its trading income and 25% on its non-trading income.
1 unchanged sentence
Other than this valuation allowance, the Company has not taken any income tax positions subject to significant uncertainty that is reasonably likely to have a material impact on the Company.
+Added: Return to table of contents
Recent Accounting Pronouncements
+Added: Recently Issued Accounting Standards Not Yet Adopted
+Added: In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.
+Added: 2022-03 “Fair Value Measurements (Topic 820):
+Added: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” (“ASU 2022-03”).
+Added: ASU 2022-03 clarifies the guidance for measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.
+Added: ASU 2022-03 is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023.
+Added: Early adoption is permitted.
+Added: The Company does not expect ASU 2022-03 to have a material impact on its financial position, results of operations, or cash flows.
Recently Issued Accounting Standards Adopted
8 unchanged sentences
Under the if-converted method, the shares potentially issuable in connection with convertible debt are assumed to be converted at the beginning of the period.
−Removed: The resulting common shares are included in the denominator of the diluted earnings per share calculation for the period being presented.
+Added: The resulting ordinary shares are included in the denominator of the diluted earnings per share calculation for the period presented.
The Company adopted ASU 2020-06 during the first quarter of 2022, using the “modified retrospective” transition method.
The adoption of ASU 2020-06 resulted in a decrease in the Company’s opening shareholders’ equity of approximately $ 2.5 million, with a corresponding increase in the carrying value of the senior convertible notes (see Note 7).
−Removed: For the periods in which the Company reports a net income, the number of shares outstanding for the diluted earnings per share calculation will be
−Removed: Return to table of contents
−Removed: approximately 5.8 million higher under the if-converted method.
+Added: For the periods in which the Company reports a net income, an additional 5.8 million ordinary shares are included in the number of shares outstanding for the diluted earnings per share calculation under the if-converted method, without regard to the conversion price of such convertible notes.
The adoption of ASU 2020-06 did not have a material impact on the Company’s net income, cash flows, or any other balances.
12 unchanged sentences
• DME II holds an interest in excess of 10% of SILP’s net assets, which the Company considers to represent an obligation to absorb losses and a right to receive benefits of SILP that are significant to SILP.
+Added: Return to table of contents
Consequently, the Company has concluded that DME II’s interests, not the Company’s, meet both the “power” and “benefits” criteria associated with VIE accounting guidance, and therefore DME II is SILP’s primary beneficiary.
1 unchanged sentence
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: At March 31, 2022, the net asset value of the GLRE Limited Partners’ investment in SILP was $ 151.0 million (December 31, 2021:
+Added: At June 30, 2022, the net asset value of the GLRE Limited Partners’ investment in SILP was $ 189.3 million (December 31, 2021:
$ 183.6 million), representing 76.0 % (December 31, 2021:
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: At March 31, 2022, the majority of SILP’s long investments were composed of cash and publicly traded equity securities, which could be readily liquidated to meet the GLRE Limited Partners’ redemption requests.
−Removed: The Company’s share of the change in the net asset value of SILP for the three months ended March 31, 2022, was $ 4.1 million (three months ended March 31, 2021:
−Removed: $ 4.0 million), and shown in the caption “Income (loss) from investment in related party investment fund” in the Company’s condensed consolidated statements of operations.
+Added: At June 30, 2022, the majority of SILP’s long investments were composed of cash and publicly traded equity securities, which could be readily liquidated to meet the GLRE Limited Partners’ redemption requests.
+Added: The Company’s share of the change in the net asset value of SILP for the three and six months ended June 30, 2022, was $ 11.9 million and $ 16.0 million, respectively (three and six months ended June 30, 2021:
+Added: $( 2.0 ) million and $ 2.0 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.
The summarized financial statements of SILP are presented below.
1 unchanged sentence
Summarized Statement of Assets and Liabilities of Solasglas Investments, LP
−Removed: March 31, 2022 December 31, 2021
+Added: June 30, 2022 December 31, 2021
($ in thousands)
2 unchanged sentences
Due from brokers 111,050 84,775
+Added: Cash and cash equivalents 8,689 —
Interest and dividends receivable 11 28
12 unchanged sentences
Summarized Statement of Operations of Solasglas Investments, LP
−Removed: Three months ended March 31
+Added: Three months ended June 30 Six months ended June 30
+Added: 2022 2021 2022 2021
($ in thousands)
17 unchanged sentences
(1) Net income (loss) is net of management fees and performance allocation presented below:
−Removed: Three months ended March 31
+Added: Three months ended June 30 Six months ended June 30
+Added: 2022 2021 2022 2021
($ in thousands)
2 unchanged sentences
Total $ 2,213 $ 672 $ 3,557 $ 1,973
−Removed: See Note 11 for further details on management fees and performance allocation.
+Added: See Note 11 for further details on related party management fees and performance allocation.
FINANCIAL INSTRUMENTS
2 unchanged sentences
• Private investments and unlisted equities, which consist primarily of Innovations-related investments supporting technology innovators in the (re)insurance market;
−Removed: • Derivative financial instruments associated with the Company’s Innovations investments.
Return to table of contents
−Removed: At March 31, 2022, the Company included the following securities in the caption “Other investments”:
+Added: • Certificates of deposit with original maturities greater than three months.
+Added: At June 30, 2022, the Company included the following securities in the caption “Other investments”:
Cost Unrealized
3 unchanged sentences
Private investments and unlisted equities $ 21,062 $ 42,143 $ ( 3,396 ) $ 59,809
−Removed: Derivative financial instruments (not designated as hedging instruments) — 335 — 335
+Added: Certificates of deposit 6,000 — — 6,000
Total other investments $ 27,062 $ 42,143 $ ( 3,396 ) $ 65,809
7 unchanged sentences
Total other investments $ 17,411 $ 31,773 $ ( 1,800 ) $ 47,384
−Removed: The Company’s derivative financial instruments are composed of warrants granting the Company the right, but not the obligation, to purchase shares at a specified price on or before the maturity date.
−Removed: The Company has not designated any of its derivative financial instruments as hedging instruments.
−Removed: The Company’s maximum exposure to loss relating to these warrants is limited to the warrants’ carrying amount.
Private investments and unlisted equity securities without readily determinable fair values
5 unchanged sentences
• If the Company determines that the investment is impaired and the fair value is less than its carrying value, it writes down the investment to its fair value.
−Removed: The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at March 31, 2022, and 2021, and the related adjustments recorded during the years then ended.
−Removed: Three months ended March 31
+Added: Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.”
+Added: The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at June 30, 2022, and 2021, and the related adjustments recorded during the periods then ended.
+Added: Six months ended June 30
($ in thousands)
4 unchanged sentences
Downward carrying value changes and impairment (3)
+Added: $ ( 1,698 ) $ ( 500 )
(1) The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes.
−Removed: (2) The cumulative upward carrying value changes from inception to March 31, 2022, totaled $ 35.4 million.
−Removed: (3) The cumulative downward carrying value changes and impairments from inception to March 31, 2022, totaled $ 2.0 million.
+Added: (2) The cumulative upward carrying value changes from inception to June 30, 2022, totaled $ 42.8 million.
+Added: (3) The cumulative downward carrying value changes and impairments from inception to June 30, 2022, totaled $ 3.7 million.
Return to table of contents
1 unchanged sentence
The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants.
−Removed: Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable.
+Added: Assets and liabilities measured at fair value are categorized based on the extent to which the inputs are observable in the market.
The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.
7 unchanged sentences
Assets measured at fair value on a nonrecurring basis
−Removed: At March 31, 2022, and December 31, 2021, the Company held $ 44.3 million and $ 40.5 million, respectively, of private investments and unlisted equities measured at fair value on a nonrecurring basis.
−Removed: The Company classifies these assets as Level 3 within the fair value hierarchy due to their illiquidity.
−Removed: At March 31, 2022, and December 31, 2021, the Company held $ 10.0 million and $ 6.6 million, respectively, of private investments and unlisted equities measured at cost.
−Removed: Derivative instruments
−Removed: The Company values its derivative instruments using the Black-Scholes option pricing model based on Level 3 inputs.
−Removed: The Company uses the carrying value of the underlying stock as an input in the option pricing model.
−Removed: The underlying stock does not have a readily determinable fair value.
−Removed: Its carrying value is determined based on its original cost minus impairment, if any, plus or minus changes resulting from observable price changes.
−Removed: The other assumptions applied to the option pricing model include a risk-free rate of 0.50 % and estimated volatility of 50 %.
−Removed: The carrying value of the derivative instruments represents the fair value.
−Removed: For the derivative instruments valued on the basis of Level 3 inputs, the Company includes any change in unrealized gains or losses in the caption “Net investment income (loss)” in the condensed consolidated statements of operations.
−Removed: At March 31, 2022, and December 31, 2021, the Company did not carry any other investments at fair value with an assigned Level within the fair value hierarchy.
+Added: At June 30, 2022, and December 31, 2021, the Company held $ 52.9 million and $ 40.5 million, respectively, of private investments and unlisted equities measured at fair value on a nonrecurring basis.
+Added: The Company classifies these assets as Level 3 within the fair value hierarchy.
+Added: The following table summarizes the periods between the most recent fair value measurement dates and June 30, 2022, for the private and unlisted equities measured at fair value on a nonrecurring basis:
+Added: Less than 6 months 6 to 12 months Over 1 year Total
+Added: ($ in thousands)
+Added: Fair values measured on a nonrecurring basis $ 33,028 $ 9,475 $ 10,346 $ 52,849
+Added: At June 30, 2022, and December 31, 2021, the Company held $ 7.0 million and $ 6.6 million, respectively, of private investments and unlisted equities measured at cost.
+Added: The carrying value of certificates of deposit with original maturities of one year or less approximates their fair values.
+Added: The Company classifies these assets as Level 2 within the fair value hierarchy.
+Added: At June 30, 2022, and December 31, 2021, the Company did not carry any other investments at fair value with an assigned 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.
5 unchanged sentences
LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
−Removed: At March 31, 2022, the Company’s loss and loss adjustment expense reserves included estimated amounts for several catastrophe events.
+Added: At June 30, 2022, the Company’s loss and loss adjustment expense reserves included estimated amounts for several catastrophe events.
For significant catastrophe events, including, but not limited to, hurricanes, tornados, typhoons, floods, earthquakes, wildfires, and pandemics, loss reserves are generally established based on loss payments and case reserves reported by clients when received.
7 unchanged sentences
• management’s judgment.
−Removed: At March 31, 2022, the Company’s loss and loss adjustment expense reserves included $ 13.6 million from the Russian-Ukrainian conflict.
+Added: At June 30, 2022, the Company’s loss and loss adjustment expense reserves included $ 13.6 million from the Russian-Ukrainian conflict.
Additional information the Company considered in estimating its loss reserves included the following:
11 unchanged sentences
• the ability of the cedents and insured to mitigate some or all of their losses.
−Removed: Due to the uncertainty associated with these assumptions, the Company’s loss estimates are subject to significant variability, and actual losses may ultimately differ materially from the Company's current estimates.
+Added: Due to the uncertainty associated with the foregoing assumptions, the Company’s loss estimates are subject to significant variability, and actual losses may ultimately differ materially from the Company's current estimates.
The Company will evaluate its assumptions as new information becomes available and may adjust its loss estimates in future periods.
1 unchanged sentence
Additionally, if the Russian-Ukrainian conflict is prolonged, the Company may incur additional losses in subsequent periods.
−Removed: The Company made no significant changes in the actuarial methodology or reserving process related to its loss and loss adjustment expense reserves for the three months ended March 31, 2022.
−Removed: At March 31, 2022 and December 31, 2021, loss and loss adjustment expense reserves were composed of the following:
−Removed: March 31, 2022 December 31, 2021
+Added: The Company made no significant changes in the actuarial methodology or reserving process related to its loss and loss adjustment expense reserves for the six months ended June 30, 2022.
+Added: At June 30, 2022 and December 31, 2021, loss and loss adjustment expense reserves were composed of the following:
+Added: June 30, 2022 December 31, 2021
($ in thousands)
3 unchanged sentences
Return to table of contents
−Removed: A summary of changes in outstanding loss and loss adjustment expense reserves for all lines of business consolidated for the three months ended March 31, 2022 and 2021 is as follows:
+Added: A summary of changes in outstanding loss and loss adjustment expense reserves for all lines of business consolidated for the six months ended June 30, 2022 and 2021 is as follows:
Consolidated 2022 2021
12 unchanged sentences
Foreign currency revaluation ( 10,025 ) 246
−Removed: Net balance at March 31 537,772 497,834
+Added: Net balance at June 30 517,019 500,310
Losses recoverable 9,426 14,332
−Removed: Gross balance at March 31 $ 549,141 $ 512,843
−Removed: For the three months ended March 31, 2022, the estimate of net losses incurred relating to prior accident years increased by $ 2.3 million, primarily due to adverse development on a health contract and additional losses from the COVID-19 pandemic.
−Removed: For the three months ended March 31, 2021, the estimate of net losses incurred relating to prior accident years decreased by $ 0.1 million.
−Removed: The changes in the outstanding loss and loss adjustment expense reserves for health claims for the three months ended March 31, 2022 and 2021 are as follows:
+Added: Gross balance at June 30 $ 526,445 $ 514,642
+Added: For the six months ended June 30, 2022, the estimate of net losses incurred relating to prior accident years decreased by $ 0.6 million, primarily due to favorable development on mortgage contracts.
+Added: This favorable development was partially offset by adverse development on motor and health business driven by the inflationary increase in claims costs and additional losses from the COVID-19 pandemic.
+Added: For the six months ended June 30, 2021, the estimate of net losses incurred relating to prior accident years decreased by $ 0.6 million due primarily to favorable development on certain catastrophe, mortgage, and health contracts.
+Added: The decrease was partially offset by adverse loss development on certain casualty contracts written between 2014 and 2018.
+Added: The changes in the outstanding loss and loss adjustment expense reserves for health claims for the six months ended June 30, 2022 and 2021 are as follows:
Health 2022 2021
12 unchanged sentences
Foreign currency revaluation — —
−Removed: Net balance at March 31 7,272 17,899
+Added: Net balance at June 30 7,202 14,584
Losses recoverable — —
−Removed: Gross balance at March 31 $ 7,272 $ 17,899
+Added: Gross balance at June 30 $ 7,202 $ 14,584
Return to table of contents
2 unchanged sentences
The Company records loss and loss adjustment expenses recoverable from retrocessionaires as assets.
−Removed: For the three months ended March 31, 2022, the Company’s earned ceded premiums were $ 1.2 million (2021:
−Removed: $ 0.1 million).
−Removed: For the three months ended March 31, 2022, loss and loss adjustment expenses recovered and changes in losses recoverable were $ 0.7 million.
−Removed: The recoveries recognized by the Company for the three months ended March 31, 2021, were insignificant.
+Added: For the three and six months ended June 30, 2022, the Company’s earned ceded premiums were $ 2.7 million and $ 3.9 million, respectively (insignificant for the three and six months ended June 30, 2021).
+Added: For the three and six months ended June 30, 2022, loss and loss adjustment expenses recovered and changes in losses recoverable were $ 0.7 million and nil, respectively.
+Added: The recoveries recognized by the Company for the three and six months ended June 30, 2021, were $ 0.1 million and $ 0.1 million, respectively.
Retrocession contracts do not relieve the Company from its obligations to its cedents.
Failure of retrocessionaires to honor their obligations could result in losses to the Company.
−Removed: At March 31, 2022, the Company’s loss reserves recoverable consisted of (i) $ 8.8 million (December 31, 2021:
+Added: At June 30, 2022, the Company’s loss reserves recoverable consisted of (i) $ 7.4 million (December 31, 2021:
$ 8.4 million) recoverable from unrated retrocessionaires, of which $ 6.7 million (December 31, 2021:
2 unchanged sentences
The Company regularly evaluates its net credit exposure to assess the ability of the retrocessionaires to honor their respective obligations.
−Removed: At March 31, 2022, the Company had recorded an allowance for expected credit losses of $ 47.0 thousand (December 31, 2021:
+Added: At June 30, 2022, the Company had recorded an allowance for expected credit losses of $ 47 thousand (December 31, 2021:
$ 47 thousand).
3 unchanged sentences
Note holders have the option, under certain conditions, to redeem the Notes prior to maturity.
−Removed: At March 31, 2022, the Company’s share price was lower than the conversion price of $ 17.19 per share.
+Added: At June 30, 2022, the Company’s share price was lower than the conversion price of $ 17.19 per share.
If a holder redeems the Notes, 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.
3 unchanged sentences
The Company incurred issuance costs in connection with the issuance of the Notes.
−Removed: At March 31, 2022, the unamortized portion of these costs was $ 0.9 million (December 31, 2021:
+Added: At June 30, 2022, the unamortized portion of these costs was $ 0.7 million (December 31, 2021:
$ 1.0 million), which the Company expects to amortize through the maturity date.
−Removed: The carrying value of the Notes at March 31, 2022, including accrued interest of $ 0.7 million, was $ 99.7 million (December 31, 2021:
+Added: The carrying value of the Notes at June 30, 2022, including accrued interest of $ 1.7 million, was $ 100.9 million (December 31, 2021:
$ 98.1 million).
−Removed: At March 31, 2022, the Company estimated the fair value of the Notes to be $ 95.5 million (December 31, 2021:
+Added: At June 30, 2022, the Company estimated the fair value of the Notes to be $ 94.5 million (December 31, 2021:
$ 97.5 million) (see Note 4 Financial Instruments).
−Removed: For the three months ended March 31, 2022, the Company recognized interest expenses of $ 1.2 million (2021:
−Removed: $ 1.5 million) in connection with the interest coupon and amortization of issuance costs.
−Removed: The Company was in compliance with all covenants relating to the Notes at March 31, 2022, and December 31, 2021.
−Removed: At March 31, 2022, the Company had a remaining obligation for interest and principal payments of $ 2.0 million and $ 104.0 million during 2022 and 2023, respectively.
−Removed: SHARE CAPITAL
+Added: For the three and six months ended June 30, 2022, the Company recognized interest expenses of $ 1.2 million and $ 2.3 million, respectively (three and six months ended June 30, 2021:
+Added: $ 1.6 million and $ 3.1 million, respectively) in connection with the interest coupon and amortization of issuance costs.
+Added: The Company was in compliance with all covenants relating to the Notes at June 30, 2022, and December 31, 2021.
+Added: At June 30, 2022, the Company had a remaining obligation for interest and principal payments of $ 2.0 million and $ 104.0 million during 2022 and 2023, respectively.
Return to table of contents
+Added: SHARE CAPITAL
The Company’s share capital is made up of ordinary share capital and additional paid-in capital.
2 unchanged sentences
On October 29, 2020, 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 3.0 million shares from 5.0 million to 8.0 million.
−Removed: At March 31, 2022, 2,092,276 (December 31, 2021:
+Added: At June 30, 2022, 2,119,189 (December 31, 2021:
3,128,276 ) Class A ordinary shares remained available for future issuance under the Company’s stock incentive plan.
2 unchanged sentences
The timing of such repurchases and the actual number of shares repurchased will depend on various factors, including price, market conditions, and applicable regulatory and corporate requirements.
−Removed: 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.
+Added: The Board of Directors has approved a share repurchase plan, which expires on June 30, 2023, 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.
The Company is not required to repurchase any of the Class A ordinary shares.
The repurchase plan may be modified, suspended, or terminated at the election of our Board of Directors at any time without prior notice.
−Removed: The Company repurchased no Class A ordinary shares during the three months ended March 31, 2022.
+Added: The Company repurchased no Class A ordinary shares during the six months ended June 30, 2022.
All Class A ordinary shares repurchased are canceled immediately upon repurchase.
The following table is a summary of ordinary shares issued and outstanding:
−Removed: Three months ended March 31 Three months ended March 31
+Added: Six months ended June 30 Six months ended June 30
Class A Class B Class A Class B
1 unchanged sentence
Issue of ordinary shares, net of forfeitures 876,785 — 381,411 —
+Added: Repurchase of ordinary shares — — ( 725,133 ) —
Balance – end of period 28,466,516 6,254,715 27,916,353 6,254,715
5 unchanged sentences
The restricted shares issued to certain employees contain restrictions relating to vesting, forfeiture in the event of termination of employment, transferability, and other matters.
−Removed: For the three months ended March 31, 2022, the Company issued 885,261 (2021:
+Added: For the six months ended June 30, 2022, the Company issued 849,872 (2021:
334,312 ) Class A ordinary shares to employees pursuant to the Company’s stock incentive plan.
The Restricted Shares granted to employees in 2022 include (i) restricted shares with both performance and service-based vesting conditions (“Performance RSs”) and (ii) restricted shares with only service-based vesting conditions (“Service RSs”).
−Removed: The Service RSs vest evenly each year on January 1, subject to the grantees’ continued service with the Company.
+Added: The Service RSs vest evenly each year on January 1, subject to the grantee’s continued service with the Company.
If performance goals are achieved, the Performance RSs will cliff vest at the end of a three-year performance period within a range of 25 % and 100 % of the awarded Performance RSs, with a target of 50 %.
During the vesting period, the holder of the Service RSs and Performance RSs retains voting rights but is entitled to any dividends declared by the Company only upon vesting.
+Added: Return to table of contents
Prior to fiscal year 2022, the restricted shares granted to employees cliff vested three years after the date of issuance, subject to the grantee’s continued service with the Company.
During the vesting period, the holder of the restricted shares retained voting rights and was entitled to any dividends declared by the Company.
−Removed: Return to table of contents
Prior to fiscal year 2021, the Company issued Class A ordinary shares to the Chief Executive Officer (“CEO”) pursuant to the Company’s stock incentive plan (“CEO RSs”).
1 unchanged sentence
The CEO RSs cliff vest five years after the date of issuance, subject to the performance condition being met and the CEO’s continued service with the Company.
−Removed: At March 31, 2022, there were 193,149 non-vested CEO RSs with a weighted average grant date fair value of $ 10.10 per share.
−Removed: As the performance conditions associated with these restricted shares have not been met, the Company recognized no compensation cost relating to the unvested shares for the three months ended March 31, 2022, and 2021.
+Added: At June 30, 2022, there were 193,149 non-vested CEO RSs with a weighted average grant date fair value of $ 10.10 per share.
+Added: As the performance conditions associated with these restricted shares have not been met, the Company recognized no compensation cost relating to the unvested shares for the six months ended June 30, 2022, and 2021.
The Company recognizes compensation expense associated with Performance RSs and Service RSs based on the fair value of the Company's Class A ordinary shares measured at the grant date.
1 unchanged sentence
For Performance RSs, the Company recognizes the associated compensation expense based on achieving established performance criteria during the performance period.
−Removed: For the three months ended March 31, 2022, grantees forfeited 8,476 (2021:
+Added: For the six months ended June 30, 2022, grantees forfeited 8,476 (2021:
20,592 ) restricted shares.
−Removed: For the three months ended March 31, 2022, the Company reversed $ 26 thousand of stock compensation expense (2021:
+Added: For the six months ended June 30, 2022, the Company reversed $ 26 thousand of stock compensation expense (2021:
$ 0.1 million) in relation to the forfeited restricted shares.
−Removed: The Company recorded $ 0.7 million of share-based compensation expense, net of forfeiture reversals, relating to restricted shares for the three months ended March 31, 2022 (2021:
+Added: The Company recorded $ 1.4 million of share-based compensation expense, net of forfeiture reversals, relating to restricted shares for the six months ended June 30, 2022 (2021:
$ 1.2 million).
−Removed: At March 31, 2022, there was $ 5.1 million (December 31, 2021:
−Removed: $ 2.7 million) of unrecognized compensation cost relating to non-vested restricted shares (excluding CEO RSs), which the Company expects to recognize over a weighted-average period of 2.1 years (2021:
−Removed: For the three months ended March 31, 2022, the total fair value of restricted shares vested was $ 1.3 million (2021:
+Added: At June 30, 2022, there was $ 4.4 million (December 31, 2021:
+Added: $ 2.7 million) of unrecognized compensation cost relating to non-vested restricted shares (excluding CEO RSs), which the Company expects to recognize over a weighted-average period of 1.8 years (December 31, 2021:
+Added: For the six months ended June 30, 2022, the total fair value of restricted shares vested was $ 2.0 million (2021:
$ 1.6 million).
−Removed: The following table summarizes the activity for unvested outstanding restricted share awards during the three months ended March 31, 2022:
+Added: The following table summarizes the activity for unvested outstanding restricted share awards during the six months ended June 30, 2022:
Performance Restricted Stock Service Restricted Stock
6 unchanged sentences
Forfeited — — ( 8,476 ) 7.67
−Removed: Balance at March 31, 2022 794,362 $ 7.62 871,357 $ 7.86
+Added: Balance at June 30, 2022 794,362 $ 7.62 824,377 $ 7.80
Employee Restricted Stock Units
4 unchanged sentences
If performance goals are achieved, the Performance RSUs will cliff vest at the end of a three-year performance period within a range of 25 % and 100 % of the awarded Performance RSUs, with a target of 50 %.
+Added: Return to table of contents
The Company recognizes compensation expense associated with Performance RSUs and Service RSUs based on the fair value of the Company's Class A ordinary shares measured at the grant date.
1 unchanged sentence
For Performance RSUs, the Company recognizes the associated compensation expense based on achieving established performance criteria during the performance period.
−Removed: Return to table of contents
Prior to 2022, the RSUs issued to employees cliff vested three years after the date of issuance, subject to the grantee’s continued service with the Company.
−Removed: For the three months ended March 31, 2022, the Company issued 159,215 (2021:
+Added: For the six months ended June 30, 2022, the Company issued 159,215 (2021:
58,123 ) RSUs to employees pursuant to the Company’s stock incentive plan.
−Removed: For the three months ended March 31, 2022, and 2021, no RSUs were forfeited.
−Removed: The Company recorded $ 0.1 million of share-based compensation expense relating to RSUs for the three months ended March 31, 2022 (2021:
+Added: For the six months ended June 30, 2022, and 2021, no RSUs were forfeited.
+Added: The Company recorded $ 0.3 million of share-based compensation expense relating to RSUs for the six months ended June 30, 2022 (2021:
$ 0.2 million).
−Removed: At March 31, 2022, the total compensation cost related to non-vested RSUs not yet recognized was $ 1.0 million (2021:
−Removed: $ 0.5 million), which the Company expects to recognize over a weighted-average period of 2.0 years (2021:
−Removed: Employee RSU activity during the three months ended March 31, 2022, was as follows:
+Added: At June 30, 2022, the total compensation cost related to non-vested RSUs not yet recognized was $ 0.8 million (December 31, 2021:
+Added: $ 0.5 million), which the Company expects to recognize over a weighted-average period of 1.8 years (December 31, 2021:
+Added: Employee RSU activity during the six months ended June 30, 2022, was as follows:
Performance Restricted Stock Units Service Restricted Stock Units
5 unchanged sentences
Vested — — ( 35,389 ) 10.84
−Removed: Balance at December 31, 2021 — $ — 154,134 $ 8.59
−Removed: Granted 105,008 6.82 54,207 6.82
−Removed: Vested — — ( 35,389 ) 10.84
−Removed: Balance at March 31, 2022 105,008 $ 6.82 172,952 $ 7.58
+Added: Balance at June 30, 2022 105,008 $ 6.82 172,952 $ 7.58
Employee and Director Stock Options
−Removed: For the three months ended March 31, 2022, and 2021, no Class A ordinary share purchase options were granted or exercised by directors or employees and no stock options expired or vested.
+Added: For the six months ended June 30, 2022, and 2021, no Class A ordinary share purchase options were granted or exercised by directors or employees and no stock options expired or vested.
When the Company grants stock options, it reduces the corresponding number from the shares authorized for issuance as part of the Company’s stock incentive plan.
1 unchanged sentence
The Company uses graded vesting for expensing employee stock options.
−Removed: The total compensation cost expensed relating to stock options for the three months ended March 31, 2022, was $ 0.1 million (2021:
+Added: The total compensation cost expensed relating to stock options for the six months ended June 30, 2022, was $ 0.1 million (2021:
$ 0.2 million).
−Removed: At March 31, 2022, the total compensation cost related to non-vested options not yet recognized was $ 0.2 million (December 31, 2021:
−Removed: $ 0.3 million), which will be recognized over a weighted-average period of 1.1 years (December 31, 2021:
+Added: At June 30, 2022, the total compensation cost related to non-vested options not yet recognized was $ 0.1 million (December 31, 2021:
+Added: $ 0.3 million), which will be recognized over a weighted-average period of 1.0 year (December 31, 2021:
1.2 years) assuming the grantee completes the service period for vesting of the options.
−Removed: Employee and director stock option activity during the three months ended March 31, 2022 was as follows:
+Added: Employee and director stock option activity during the six months ended June 30, 2022 was as follows:
options outstanding Weighted
5 unchanged sentences
Exercised — — — — —
+Added: Forfeited — — — — —
Expired — — — — —
−Removed: Balance at March 31, 2022 735,627 $ 22.35 $ 10.23 $ — 4.4 years
+Added: Balance at June 30, 2022 735,627 $ 22.35 $ 10.23 $ — 4.2 years
Stock Compensation Expense
−Removed: For the three months ended March 31, 2022, and 2021, the combined stock compensation expenses (net of forfeitures) included in the caption “General and administrative expenses” in the Company’s condensed consolidated statements of operations were $ 1.0 million and $ 0.8 million, respectively.
Return to table of contents
−Removed: At March 31, 2022, the Company recorded a gross deferred tax asset of $ 3.8 million (December 31, 2021:
+Added: For the six months ended June 30, 2022, and 2021, the combined stock compensation expenses (net of forfeitures) included in the caption “General and administrative expenses” in the Company’s condensed consolidated statements of operations were $ 2.1 million and $ 1.6 million, respectively.
+Added: At June 30, 2022, the Company recorded a gross deferred tax asset of $ 3.5 million (December 31, 2021:
$ 3.2 million) and a deferred tax asset valuation allowance of $ 3.0 million (December 31, 2021:
3 unchanged sentences
The Company based this determination 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.
−Removed: The following table sets forth our current and deferred income tax benefit (expense) on a consolidated basis for the three months ended March 31, 2022 and 2021:
−Removed: Three months ended March 31
−Removed: ($ in thousands)
+Added: The following table sets forth our current and deferred income tax benefit (expense) on a consolidated basis for the six months ended June 30, 2022 and 2021:
+Added: Three months ended June 30 Six months ended June 30
+Added: 2022 2021 2022 2021
+Added: ($ in thousands) ($ in thousands)
Current tax (expense) benefit $ ( 9 ) $ 171 $ ( 421 ) $ ( 3,563 )
13 unchanged sentences
The IAA has an initial term ending on August 31, 2023, subject to an automatic extension for successive three-year terms.
−Removed: For a detailed breakdown of management fees and performance compensation for the three months ended March 31, 2022, and 2021, refer to Note 3 of the condensed consolidated financial statements.
−Removed: 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 defending such claims, provided such claims were not caused due to gross
+Added: For a detailed breakdown of management fees and performance compensation for the three and six months ended June 30, 2022, and 2021, refer to Note 3 of the condensed consolidated financial statements.
Return to table of contents
−Removed: negligence, breach of contract, or misrepresentation by DME, DME II, or DME Advisors.
+Added: 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.
+Added: The Company will reimburse DME, DME II, and DME Advisors for reasonable costs and expenses of investigating and 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.
The Company incurred no indemnification amounts during the periods presented.
2 unchanged sentences
(“GRBK”), a publicly-traded company.
−Removed: At March 31, 2022, SILP, along with certain affiliates of DME Advisors, collectively owned 34.3 % of the issued and outstanding common shares of GRBK.
+Added: At June 30, 2022, SILP, along with certain affiliates of DME Advisors, collectively owned 36 % of the issued and outstanding common shares of GRBK.
Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in SILP.
−Removed: At March 31, 2022, SILP held 2.7 million shares of GRBK.
+Added: At June 30, 2022, SILP held 2.7 million shares of GRBK.
Service Agreement
7 unchanged sentences
Letters of Credit and Trusts
−Removed: At March 31, 2022, 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: At June 30, 2022, 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:
Maximum Facility Limit Termination Date Notice period required for termination
1 unchanged sentence
Citibank Europe plc $ 275,000 August 20, 2023 120 days before the termination date
−Removed: At March 31, 2022, an aggregate amount of $ 184.7 million (December 31, 2021:
+Added: At June 30, 2022, an aggregate amount of $ 182.7 million (December 31, 2021:
$ 136.8 million) in letters of credit was issued under the credit facility.
−Removed: At March 31, 2022, the Company had pledged total cash and cash equivalents with a fair value in the aggregate of $ 185.5 million (December 31, 2021:
+Added: At June 30, 2022, the Company had pledged total cash and cash equivalents with a fair value in the aggregate of $ 183.5 million (December 31, 2021:
$ 137.6 million) 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 credit facility covenants at March 31, 2022 and December 31, 2021.
+Added: The Company was in compliance with all the credit facility covenants at June 30, 2022 and December 31, 2021.
The Company has also established regulatory trust arrangements for certain cedents.
−Removed: At March 31, 2022, collateral of $ 515.9 million (December 31, 2021:
+Added: At June 30, 2022, collateral of $ 486.1 million (December 31, 2021:
$ 497.1 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.
4 unchanged sentences
The exercise of lease renewal options is at the Company's sole discretion, and these options do not contain any material residual value guarantees or material restrictive covenants.
−Removed: The Company’s weighted-average remaining operating lease term is approximately 4.5 years at March 31, 2022.
+Added: The Company’s weighted-average remaining operating lease term is approximately 4.0 years at June 30, 2022.
As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 6 %, representing its incremental borrowing rate based on information available at the commencement date, to determine the present value of lease payments.
1 unchanged sentence
The Company has made an accounting policy election not to include renewal, termination, or purchase options that are not reasonably certain of exercise when determining the term of the borrowing.
−Removed: At March 31, 2022, the right-of-use assets and lease liabilities relating to the operating leases were $ 2.3 million and $ 2.4 million, respectively.
−Removed: The operating expense for the three months ended March 31, 2022, was $ 0.2 million (2021:
−Removed: $ 0.04 million).
−Removed: At March 31, 2022, the commitment for operating lease liabilities for future annual periods was as follows:
+Added: At June 30, 2022, the right-of-use assets and lease liabilities relating to the operating leases were $ 2.2 million and $ 2.2 million, respectively.
+Added: The operating expense for the three and six months ended June 30, 2022, was $ 0.2 million and $ 0.3 million, respectively (three and six months ended June 30, 2021:
+Added: nil and $ 0.1 million, respectively).
+Added: At June 30, 2022, the commitment for operating lease liabilities for future annual periods was as follows:
Year ending December 31, ($ in thousands)
12 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: 2022 2021 2022 2021
+Added: ($ in thousands) ($ in thousands)
Commercial $ 5,360 4.0 % $ 4,154 2.9 % $ 9,346 3.3 % $ 6,302 2.0 %
−Removed: Motor 1,446 1.0 9,709 5.7
+Added: ( 884 ) ( 0.6 ) 8,725 6.2 562 0.2 18,434 5.9
Personal 18,653 13.8 3,629 2.6 31,756 11.3 6,687 2.1
2 unchanged sentences
Motor Liability (1)
+Added: ( 1,613 ) ( 1.2 ) 35,408 25.0 3,496 1.3 76,972 24.7
Professional Liability (1)
+Added: 113 0.1 ( 3 ) — 254 0.1 148 —
Workers' Compensation 8,368 6.2 15,971 11.3 18,288 6.5 38,120 12.2
7 unchanged sentences
$ 134,780 100.0 % $ 141,579 100.0 % $ 280,666 100.0 % $ 311,514 100.0 %
+Added: (1) The negative balance represents the reversal of premiums due to premium adjustments, termination of contracts, or premium returned upon novation or commutation of contracts.
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: 2022 2021 2022 2021
+Added: ($ in thousands) ($ in thousands)
and Caribbean $ 76,182 56.5 % $ 86,908 61.4 % $ 152,219 54.2 % $ 191,762 61.6 %
7 unchanged sentences
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.