Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(f) and 15(d)-15 of the Exchange Act at December 31, 2023. Based on upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2023.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:
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● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.
Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 framework). Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2023.
Deloitte Ltd., an independent registered public accounting firm, which has audited the financial statements included in this Annual Report on 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2023, as required under this Item 9A, which is included herein.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Greenlight Capital Re, Ltd. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 5, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
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expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte Ltd.
________________________
Hamilton, Bermuda
March 5, 2024
ITEM 9B. OTHER INFORMATION
(c) Insider Trading Arrangements and Related Disclosures
Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.
During the three months ended December 31, 2023, we did no t have any Rule 10b5-1 trading arrangements or any “non-Rule 10b5-1 arrangements” (as defined in Item 408(a) of Regulation S-K) in place for our directors and officers.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this Form 10-K
Page
(a)(1) Financial Statements
Report of Independent Registered Public Accounting Firm (on the consolidated financial statements) ( Deloitte Ltd. ; PCAOB ID# 5230 )
F- 1
Report of Independent Registered Public Accounting Firm (on the consolidated financial statements) ( BDO USA, LLP ; Grand Rapids, Michigan, USA .; PCAOB ID# 243 )
F- 3
Report of Independent Registered Public Accounting Firm (on the financial statements of Solasglas Investments, L P) ( Ernst & Young Ltd. ; Grand Cayman, Cayman Islands ; PCAOB ID# 1655 )
F- 4
Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 5
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 F- 6
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2023, 2022, and 2021 F- 7
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 F- 8
Notes to the Consolidated Financial Statements F- 9
(a)(2) Financial Statement Schedules*
Schedule I – Summary of Investments — Other Than Investments in Related Parties
F- 49
Schedule II – Condensed Financial Information of Registrant
F- 50
Schedule III – Supplementary Insurance Information
F- 52
Schedule IV – Supplementary Reinsurance Information
F- 53
(a)(3) The exhibits required to be filed by this Item 15. are set forth in the Exhibit Index accompanying this report.
The financial statements of Solasglas Investments, LP required by Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.1.
* Schedules V and VI have been omitted as the information is provided in Note 7. “Loss and Loss Adjustment Expense Reserves”.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
3.1 Fourth Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on July 27, 2023).
4.1
Description of Registrant’s Securities .
10.1 Form of Securities Purchase Agreement for Class A ordinary shares by and between the Registrant and each of the subscribers thereto (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement No. 333-139993) .
10.2 (1) Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan (incorporated by reference to Appendix E of the Registrant’s Definitive Proxy Statement filed April 26, 2023)
10.3 (1) Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement No. 333-139993) .
10.4 Form of Shareholders’ Agreement, dated August 11, 2004, by and among the Registrant and each of the subscribers (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement No. 333-139993) .
10.5 Amendment No. 2 to Shareholders Agreement, dated and effective as of June 30, 2021 (incorporated by reference to Exhibit 10.1 to the Company Form 8-K filed June 30, 2021).
10.6 Form of Deed of Indemnity between the Registrant and each of its directors and certain of its officers (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement No. 333-139993) .
10.7 Service Agreement, dated as of February 21, 2007, between DME Advisors, LP and Greenlight Capital Re, Ltd. (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement No. 333-139993) .
10.8 Letter of Credit Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on November 2, 2010) .
10.9 Master Reimbursement Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on November 2, 2010) .
10.10 Reinsurance Deposit Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc. (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed on November 2, 2010) .
10.11 (1) Amended and Restated Employment Agreement, dated as of February 22, 2022, by and among Greenlight Capital Re, Ltd, Greenlight Reinsurance, Ltd. and Simon Burton (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 22, 2022) .
10.12 (1) Employment Agreement by and between Greenlight Reinsurance Ireland, DAC and Patrick O’Brien dated February 16, 2018 (incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed on Feb 20, 2018) .
10.13 (1) Amendment to Employment Agreement, dated as of September 2, 2019, by and between Greenlight Reinsurance Ireland, DAC and Patrick O’Brien (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 3, 2019).
10.14 Investment Advisory Agreement among DME Advisors, LP, and Solasglas Investments, LP, dated as of September 1, 2018 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 4, 2018) .
10.15 Participation Agreement among Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, DME Advisors II, LLC and Solasglas Investments, LP, dated as of September 1, 2018 (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on September 4, 2018) .
10.16
Collateral Assets Investment Management Agreement among DME Advisors, LP, Greenlight Reinsurance, Ltd. and Greenlight Reinsurance Ireland DAC dated January 1, 2019 (incorporated by reference to Exhibit 10.49 of the Company’s Form 10-K filed on February 27, 2019) .
10.17 (1)
Stock Option Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton dated July 6, 2017 (incorporated by reference to Exhibit 10.50 of the Company’s Form 10-K filed on February 27, 2019) .
10.18 (1)
Stock Option Agreements by and between Greenlight Capital Re, Ltd. and Leonard Goldberg dated April 3, 2017 and August 1, 2017 (incorporated by reference to Exhibit 10.51 of the Company’s Form 10-K filed on February 27, 2019) .
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10.19 (1)
Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton dated March 15, 2018 (incorporated by reference to Exhibit 10.52 of the Company’s Form 10-K filed on February 27, 2019) .
10.20 (1)
Deed of Settlement and Release, dated as of October 25, 2022, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Laura Accurso (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed October 25, 2022) .
10.21 (1)
Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton, dated March 15, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 6, 2019) .
10.22 (1)
Greenlight Capital Re, Ltd. Form of Employees’ Restricted Stock Unit Award (incorporated by reference to Exhibit 4.10 of the Company’s Registration Statement No 333-231214 filed on May 3, 2019).
10.23 Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, a Designated Activity Company, Greenlight Capital Re, Ltd. and the initial limited partner, dated as of January 7, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on January 12, 2021).
10.24
Amendment No. 1, dated as of December 15, 2022, to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, Greenlight Capital Re, Ltd. and the initial limited partner, dated as of January 7, 2021 and effective as of January 1, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 15, 2022) .
10.25 (1)
Employment Offer, dated March 23, 2009, by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.54 of the Company’s Form 10-K filed on March 9, 2020).
10.26 (1)
Amendment to Employment Offer entered into as of October 31, 2018 by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.55 of the Company’s Form 10-K filed on March 9, 2020).
10.27 (1)
Second Amendment to Employment Offer entered into September 10, 2019, by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.56 of the Company’s Form 10-K filed on March 9, 2020).
10.28 (1)
Amended and Restated Restricted Stock Award Agreement dated July 30, 2020, by and between Greenlight Capital Re, Ltd and Simon Burton (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 5, 2020).
10.29
Letter Agreement between Greenlight Reinsurance, Ltd, Greenlight Reinsurance Ireland, DAC, DME Advisors II, LLC and DME Advisors LP, effective July 1, 2020 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed August 5, 2020).
10.30
Greenlight Capital Re, Ltd. Share Ownership and Retention Policy for Executives and Non-Employee Directors (incorporated by reference to Exhibit 99.4 of the Company’s Form 8-K filed August 3, 2021)
10.31 (1)
Greenlight Capital Re, Ltd., Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed November 3, 2021)
10.32 (1)
Amended and Restated Employment Agreement, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Faramarz Romer (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 9, 2023).
10.33 (1)
Deed of Settlement and Release, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Neil Greenspan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on March 9, 2023).
10.34 (1)
Employment Agreement dated March 6, 2023 , by and amo ng Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. a nd David Sigmon .
10.35
Credit Agreement, dated as of June 16, 2023, among the Company, as borrower, the subsidiaries of the Company party thereto, as subsidiary guarantors, the lenders party thereto, and CIBC Bank USA, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 22, 2023).
10.36 (1)
Employment Agreement, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Greg Richardson (incorporated by reference to Exhibit 10.1 of the Company ’ s Form 8-K filed on June 22, 2 023) .
10.37 (1)
Deed of Settlement and Release, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Simon Burton (incorporated by reference to Exhibit 10.2 of the Company ’ s Form 8- K on No vember 11, 2023) .
10.38
C redit Agreement, dated as of December 22, 2 023, by and between Greenlight Reinsurance , Ltd. and CIBC Bank USA, as lender .
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10.39 (1)
Stock Option Agreement by and between Greenlight Capital Re, Ltd. and Gregory Richardson dated January 4 , 20 24 .
10.40 (1)
C onsulting Agreement , dated as of March 6, 2023, by and amo ng Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Neil Greenspan (incor porated by reference to Exhibit 10.3 of the Company ’ s Form 8-K filed on March 9, 2023).
21.1 Subsidiaries of the registrant.
23.1 Consent of Deloitte Ltd.
23.2 Consent of BDO USA, P.C .
23.3 Consent of Ernst & Young Ltd.
24.1
Power of Attorney (included as part of signature page hereto)
31.1 Certification of the Chief Executive Officer of Greenlight Capital Re, Ltd. filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer of Greenlight Capital Re, Ltd. filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer of Greenlight Capital Re, Ltd. furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer of Greenlight Capital Re, Ltd. furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Greenlight Capital Re, Lt d. Clawback Policy
99.1* Audited Financial Statements of Solasglas Investments, LP as of and for the year ended December 31, 2023.
101 The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
(1) Management contract or compensatory plan or arrangement.
* Exhibit 99.1 is being filed to provide audited financial statements and the related footnotes of Solasglas Investments, LP in accordance with SEC rule 3-09 of Regulation S-X. The management of Solasglas Investments, LP is solely responsible for the form and content of the Solasglas Investments LP financial statements. The Registrant has no responsibility for the form or content of the Solasglas Investments, LP financial statements since it does not control Solasglas Investments, LP.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREENLIGHT CAPITAL RE, LTD.
By: /s/ Gregory Richardson
Gregory Richardson
Chief Executive Officer
March 5, 2024
POWER OF ATTORNEY
We, the undersigned directors and executive officers of Greenlight Capital Re, Ltd., hereby appoint Faramarz Romer and David Sigmon, and each of them singly, as our true and lawful attorneys with full power to them to sign for us, and in our name in the capacities indicated below, any and all amendments to the Annual Report on Form 10-K filed with the SEC, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 5, 2024.
/s/ DAVID M. EINHORN /s/ LEONARD GOLDBERG
David M. Einhorn
Director Leonard Goldberg
Director
/s/ URSULINE FOLEY /s/ BRYAN MURPHY
Ursuline Foley
Director Bryan Murphy
Director
/s/ IAN ISAACS /s/ VICTORIA GUEST
Ian Isaacs
Director Victoria Guest
Director
/s/ FARAMARZ ROMER /s/ JOHNNY FERRARI
Faramarz Romer
Chief Financial Officer
(principal financial and accounting officer) Johnny Ferrari
Director
/s/ GREGORY RICHARDSON /s/ JOSEPH PLATT
Gregory Richardson
Director and Chief Executive Officer
(principal executive officer) Joseph Platt
Director
/s/ DANIEL ROITMAN
Daniel Roitman
Director
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Greenlight Capital Re, Ltd. (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations , changes in shareholders' equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes and the schedules listed in the Index at Item 18 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
We did not audit the financial statements of Solasglas Investments, LP, an equity method investment of the Company, as of December 31, 2023 and 2022, and for each of the two years in period ended December 31, 2023. The Company’s investment in Solasglas Investments, LP as of December 31, 2023 and 2022 was $258.9 million and $178.2 million, respectively, and its equity in net income of Solasglas Investments, LP was $28.7 million and $54.8 million for the years ended December 31, 2023 and 2022. The financial statements of Solasglas Investments, LP were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Solasglas Investments, LP, is based solely on the report of the other auditors.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Loss and loss adjustment expense reserves - Refer to Notes 2 and 7 to the consolidated financial statements
Critical Audit Matter Description
The Company’s estimate of loss and loss adjustment expense reserves is derived using expected trends in claim severity and frequency and other factors that may vary significantly as claims are settled. The estimate is sensitive to significant assumptions, including the initial expected loss ratio and loss development factors. The estimate is also sensitive to the selection of actuarial methods and weighting of these methods applied to project the ultimate losses, the estimation of ultimate reserves associated with catastrophic events, and other factors. Further, not all catastrophic events can be modeled using traditional actuarial methodologies, which increases the degree of judgment needed in estimating loss reserves for such events.
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Auditing the Company’s methods, assumptions and best estimate of the cost of the ultimate settlement and administration of claims represented by the incurred but not reported ("IBNR") claims included in recorded Loss and loss adjustment expense reserves involved especially subjective auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to loss and loss adjustment expense reserves included the following, among others
• We tested the effectiveness of controls over the valuation of the recorded loss and loss adjustment expense reserves, including the review and approval process that management has in place for significant actuarial methods and assumptions used and the approval of management’s best estimate of loss and loss adjustment expense reserves.
• We tested the completeness and accuracy of the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims data, to test the reasonableness of key inputs to the actuarial estimate.
• With the assistance of our actuarial specialists:
– We independently developed an estimate of the reserves for selected contracts, compared our estimates to those booked by the Company, and evaluated the differences.
– We evaluated the Company’s methodologies against recognized actuarial practices for the remaining contracts. We also evaluated the assumptions used by the Company using our industry knowledge and experience and other analytical procedures.
– We compared the results of the quarterly reserve studies prepared by independent external actuaries to management’s best estimate and evaluated the differences.
/s/ Deloitte Ltd.
_____________________________
Hamilton, Bermuda
March 5, 2024
We have served as the Company's auditor since 2022.
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Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Greenlight Capital Re, Ltd.
Grand Cayman, Cayman Islands
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of operations, changes in shareholders’ equity, and cash flows of Greenlight Capital Re, Ltd. (the “Company”) for the year ended December 31, 2021 and the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2021 , in conformity with accounting principles generally accepted in the United States of America.
We did not audit the financial statements of Solasglas Investments, LP, an equity method investment of the Company, for the year ended December 31, 2021. The Company’s equity in net income of Solasglas Investments, LP was $18.1 million for the year ended December 31, 2021. The financial statements of Solasglas Investments, LP were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Solasglas Investments, LP, is based solely on the report of the other auditors.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ BDO USA, LLP.
We have served as the Company's auditor from 2006 to 2022
Grand Rapids, Michigan, U.S.A.
March 8, 2022
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Report of Independent Registered Public Accounting Firm
The General Partner
Solasglas Investments, LP
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition of Solasglas Investments, LP (the “Partnership”), including the condensed schedules of investments, as of December 31, 2023 and 2022, the related statements of operations and performance allocation, changes in partners’ capital and cash flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2023 and 2022, and the results of its operations, changes in its partners’ capital and its cash flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 in conformity with U.S. generally accepted accounting principles.
Basis of Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Ernst & Young Ltd.
We have served as the Partnership’s auditor since 2018.
Grand Cayman, Cayman Islands
March 5, 2024
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GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED BALANCE SHEETS
December 31, 2023 and 2022
(expressed in thousands of U.S. dollars, except per share and share amounts)
December 31, 2023 December 31, 2022
Assets
Investments
Investment in related party investment fund, at fair value $ 258,890 $ 178,197
Other investments 73,293 70,279
Total investments 332,183 248,476
Cash and cash equivalents 51,082 38,238
Restricted cash and cash equivalents 604,648 668,310
Reinsurance balances receivable (net of allowance for expected credit losses of 2023: $ 854 and 2022: $ 356 )
619,401 505,555
Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of 2023: $ 487 and 2022: $ 62 )
25,687 13,239
Deferred acquisition costs 79,956 82,391
Unearned premiums ceded 17,261 18,153
Other assets 5,089 6,019
Total assets $ 1,735,307 $ 1,580,381
Liabilities and equity
Liabilities
Loss and loss adjustment expense reserves $ 661,554 $ 555,468
Unearned premium reserves 306,310 307,820
Reinsurance balances payable 68,983 105,135
Funds withheld 17,289 21,907
Other liabilities 11,795 6,397
Debt 73,281 80,534
Total liabilities 1,139,212 1,077,261
Commitments and Contingencies (Note 16)
Shareholders' equity
Preferred share capital (par value $ 0.10 ; none issued)
— —
Ordinary share capital (par value $ 0.10 ; issued and outstanding, 35,336,732 (2022: Class A: par value $ 0.10 ; issued and outstanding, 28,569,346 : Class B: 2022: par value $ 0.10 ; issued and outstanding, 6,254,715 )
3,534 3,482
Additional paid-in capital 484,532 478,439
Retained earnings 108,029 21,199
Total shareholders' equity 596,095 503,120
Total liabilities and equity $ 1,735,307 $ 1,580,381
The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements.
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GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2023, 2022, and 2021
(expressed in thousands of U.S. dollars, except per share and share amounts)
2023 2022 2021
Revenues
Gross premiums written $ 636,810 $ 563,171 $ 565,393
Gross premiums ceded ( 42,762 ) ( 33,429 ) ( 41 )
Net premiums written 594,048 529,742 565,352
Change in net unearned premium reserves ( 10,901 ) ( 60,265 ) ( 26,073 )
Net premiums earned 583,147 469,477 539,279
Income from investment in related party investment fund (net of related party expenses of $ 7,954 , $ 9,674 , and $ 5,502 , respectively)
28,696 54,844 18,087
Net investment income 37,367 14,139 32,065
Foreign exchange gains (losses) 11,566 ( 5,988 ) ( 1,540 )
Other income (expense), net 6,306 ( 5,789 ) 660
Total revenues 667,082 526,683 588,551
Expenses
Net loss and loss adjustment expenses incurred 360,004 316,485 374,980
Acquisition costs 168,877 143,148 144,960
General and administrative expenses 43,240 31,606 29,369
Deposit interest expense 2,687 6,717 11,655
Interest expense 5,344 4,201 6,263
Total expenses 580,152 502,157 567,227
Income before income tax 86,930 24,526 21,324
Income tax (expense) benefit ( 100 ) 816 ( 3,746 )
Net income $ 86,830 $ 25,342 $ 17,578
Earnings per share
Basic $ 2.55 $ 0.75 $ 0.51
Diluted $ 2.50 $ 0.73 $ 0.51
Weighted average number of ordinary shares used in the determination of earnings and loss per share
Basic 34,067,974 33,908,156 34,204,364
Diluted 34,797,859 39,769,790 34,351,016
The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements.
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GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the years ended December 31, 2023, 2022, and 2021
(expressed in thousands of U.S. dollars)
2023 2022 2021
Ordinary share capital
Balance - beginning of period $ 3,482 $ 3,384 $ 3,452
Issue of ordinary shares, net of forfeitures 52 99 41
Repurchase of ordinary shares — ( 1 ) ( 109 )
Balance - end of period 3,534 3,482 3,384
Additional paid-in capital
Balance - beginning of period 478,439 481,784 488,488
Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 — ( 7,896 ) —
Repurchase of ordinary shares — ( 34 ) ( 9,891 )
Share-based compensation expense 6,093 4,585 3,187
Balance - end of period 484,532 478,439 481,784
Retained earnings (deficit)
Balance - beginning of period 21,199 ( 9,505 ) ( 27,083 )
Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 — 5,362 —
Net income 86,830 25,342 17,578
Balance - end of period 108,029 21,199 ( 9,505 )
Total shareholders' equity $ 596,095 $ 503,120 $ 475,663
The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements.
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GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2023, 2022, and 2021
(expressed in thousands of U.S. dollars)
2023 2022 2021
Cash flows from operating activities
Net income $ 86,830 $ 25,342 $ 17,578
Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities:
Income from investments in related party investment fund ( 28,696 ) ( 54,844 ) ( 18,087 )
Net realized gain on repurchase of convertible senior notes payable ( 265 ) ( 343 ) —
Net realized and unrealized losses (gains) on other investments ( 1,738 ) ( 9,858 ) ( 33,770 )
Net realized and unrealized losses on derivatives 577 — —
Current expected credit losses recognized on reinsurance assets 923 282 —
Share-based compensation expense 6,145 4,684 3,228
Accretion of debt offering costs and change in interest accruals ( 1,696 ) 79 2,263
Depreciation expense — — 16
Net change in:
Reinsurance balances receivable ( 114,344 ) ( 100,456 ) ( 75,133 )
Loss and loss adjustment expenses recoverable ( 12,873 ) ( 2,155 ) 5,751
Deferred acquisition costs 2,435 ( 19,365 ) ( 12,012 )
Unearned premiums ceded 892 ( 18,111 ) ( 42 )
Loss and loss adjustment expense reserves 106,086 31,458 29,831
Unearned premium reserves ( 1,510 ) 80,236 26,495
Reinsurance balances payable ( 36,152 ) 13,911 ( 1,023 )
Funds withheld ( 4,618 ) 18,115 ( 683 )
Other items, net 5,511 ( 774 ) ( 708 )
Net cash provided by (used in) operating activities 7,507 ( 31,799 ) ( 56,296 )
Cash flows from investing activities
Proceeds from redemptions from related party investment fund 78,997 125,365 115,835
Contributions to related party investment fund ( 130,994 ) ( 65,127 ) ( 114,604 )
Purchases of investments ( 7,136 ) ( 13,223 ) ( 4,996 )
Proceeds from maturity of term deposit 6,000 — 20,755
Change in notes receivable — — 6,101
Net cash provided by (used in) investing activities ( 53,133 ) 47,015 23,091
Cash flows from financing activities
Proceeds from term loans 75,000 — —
Repayment of term loans ( 947 ) — —
Repayment of convertible senior notes payable ( 62,147 ) — —
Repurchases of convertible senior notes payable ( 17,198 ) ( 19,793 ) —
Repurchase of Class A ordinary shares — ( 35 ) ( 10,000 )
Net cash used in financing activities ( 5,292 ) ( 19,828 ) ( 10,000 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 100 59 —
Decrease in cash, cash equivalents and restricted cash ( 50,818 ) ( 4,553 ) ( 43,205 )
Cash, cash equivalents and restricted cash at beginning of the period 706,548 711,101 754,306
Cash, cash equivalents and restricted cash at end of the period $ 655,730 $ 706,548 $ 711,101
Supplementary information
Interest paid in cash $ 5,121 $ 4,124 $ 4,000
Income tax paid (refund received) in cash
( 1,022 ) 664 3,703
The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements.
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GREENLIGHT CAPITAL RE, LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023, 2022, and 2021
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Greenlight Capital Re, Ltd. (“GLRE” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. At December 31, 2023, the Company has the following wholly-owned subsidiaries:
• Greenlight Reinsurance, Ltd. (“Greenlight Re”), domiciled in the Cayman Islands, is a Class D insurer license issued in accordance with the terms of The Insurance Act, 2010 (as amended) and underlying regulations thereto (the “Act”) and is subject to regulation by the Cayman Islands Monetary Authority (“CIMA”). Greenlight Re commenced underwriting in April 2006.
• Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), domiciled in Ireland since 2010, is authorized as a non-life reinsurance undertaking in accordance with the provisions of the European Union (Insurance and Reinsurance) Regulations 2015. GRIL provides multi-line property and casualty reinsurance capacity to the European broker market and provides GLRE with an additional platform to serve clients located in Europe and North America.
• Greenlight Re Marketing (UK) Limited, domiciled in the United Kingdom (“U.K.”) since 2020, is a U.K. company formed to expand GLRE’s presence in the Lloyd’s of London market (“Lloyd’s”).
• Greenlight Re Corporate Member Ltd. (“GCM”), domiciled in the U.K., is a corporate member that became a wholly-owned subsidiary of GLRE in 2023 and provides underwriting capacity for various Lloyd’s syndicates, including Greenlight Innovation Syndicate 3456 (“Syndicate 3456”).
• Verdant Holding Company, Ltd., domiciled in the United States since 2008, is an investment holding company.
• Viridis Re SPC, Ltd., domiciled in the Cayman Islands, is an exempted segregated portfolio company which was incorporated in the Cayman Islands in 2023 and is currently in the process of applying to CIMA for a Class B(iii) general insurer license.
Additionally, through Syndicate 3456, Greenlight Re provides a (re)insurance platform to its growing portfolio of insurtech partnerships. Domiciled in the U.K. since 2022, Syndicate 3456 is authorized to underwrite under the Lloyd’s syndicate-in-a-box model.
The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”
Basis of Presentation
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries, and all significant intercompany transactions and balances have been eliminated on consolidation.
Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current consolidated financial statements. The Company has reported separately the foreign exchange gains (losses) from “ Other income ” in the consolidated statements of operations. This resulted in no change to the previously reported total revenues or net income. The Company has also included the foreign exchange gains (losses) as part of the net change in working capital in the consolidated statements of cash flows. Further, the Company combined “Other assets, excluding depreciation” and “Other liabilities” and presented the sum as “Other items, net” in the consolidated statements of cash flows.
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These changes in presentation in the consolidated statements of cash flows have resulted in no change to the previously reported net cash provided by (used in) operating activities.
Tabular dollar are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.
2. SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are as follows:
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. The Company’s principal estimates include:
• loss and loss adjustment expense reserves;
• premiums written and earned and related premium receivable, net of expected credit losses;
• reinsurance recoverable on unpaid losses and loss adjustment expenses, including expected credit losses; and
• valuation of investments, including impairments.
Investments
Investment in related party investment fund
The Company records its investment in the related party investment fund based on fair value using the net asset value practical expedient, with the Company’s share of the fund’s net income (loss) reported as “ Income (loss) from investment in related party investment fund ” in the consolidated statements of operations.
Other investments
The Company’s other investments include short-term investments and private investments and unlisted equity securities without readily determinable fair values.
Short-term investments are measured at amortized cost, which approximates fair value. These include certificate of deposit and other financial instruments with original maturities greater than three months but less than one year.
The Company measures its private investments and unlisted equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from identical or similar investments of the same issuers (the “measurement alternative”), with such changes recognized in “ Net investment income (loss) ” in the consolidated statements of operations. The Company considers the need for impairment on a by-investment basis based on certain indicators. Under the measurement alternative, the Company makes two types of valuation adjustments:
• When the Company observes an orderly transaction of an investee’s identical or similar equity securities, the Company adjusts the carrying value based on the observable price as of the transaction date. Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.”
• 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. Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.”
Cash and Cash Equivalents
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. Restricted cash and cash equivalents are presented separately in the consolidated balance sheets.
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Premium Revenue Recognition
The Company writes excess of loss contracts and quota share contracts and estimates the ultimate premiums for the contract period. The Company bases these estimates on actuarial pricing models and information received from ceding companies. For excess of loss contracts, the Company writes the total ultimate estimated premiums at the contract’s inception. For quota share contracts, the Company writes premiums in the same periods in which the underlying insurance contracts are written, based on cession statements from cedents. The Company typically receives these statements monthly or quarterly, depending on the terms specified in each contract. For any reporting lag, the Company estimates premiums written based on the portion of the estimated ultimate premiums relating to the risks bound during the lag period.
For multi-year contracts, reinsurance premiums are recorded at the inception of the contract based on management’s best estimate of total premiums to be received. Premiums are recognized on an annual basis for multi-year contracts where the cedants have the ability to unilaterally commute or cancel coverage within the term of the contract.
Management regularly reviews premium estimates. Such review includes the Company’s experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to expected ultimate premiums, along with a review of the aging and collection of premiums. Management evaluates the appropriateness of the premium estimates on the basis of these reviews and records any adjustments to these estimates in the period in which they are determined. Changes in premium estimates, including premium receivable on both excess of loss and quota share contracts, are not unusual and may result in significant adjustments in any period. A portion of amounts included in “ Reinsurance balances receivable ” in the consolidated balance sheets represent estimated premiums written, net of commissions and brokerage, that are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract with no remaining coverage period are earned in full when written.
Certain contracts allow for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs.
Premiums written are generally recognized as earned over the contract period in proportion to the risk covered. Unearned premiums represent the unexpired portion of reinsurance provided.
Reinsurance Premiums Ceded
The Company reduces the risk of future losses on business assumed by reinsuring certain risks and exposures with other reinsurers (referred to as “retrocessionaires”). The Company remains liable to the extent that any retrocessionaire fails to meet its obligations and to the extent the Company does not hold sufficient security for its unpaid obligations.
Ceded premiums are written during the period in which the risks incept and the associated expense is recognized over the contract period in proportion to the protection provided. Unearned premiums ceded represent the unexpired portion of reinsurance obtained.
Acquisition Costs
Policy acquisition costs vary with, and are directly related to, the successful production of new and renewal business and consist principally of commissions, taxes, and brokerage expenses. The Company presents acquisition costs incurred on reinsurance assumed net of commissions earned on reinsurance ceded. However, if the sum of a contract’s expected losses and loss expenses and deferred acquisition costs exceeds associated unearned premiums and expected investment income, a premium deficiency is determined to exist. In this event, the Company writes off deferred acquisition costs to the extent necessary to eliminate the premium deficiency. If the premium deficiency exceeds deferred acquisition costs, the Company accrues a liability for the deficiency. The Company did not recognize any premium deficiency adjustments during the periods presented.
Policy acquisition costs also include profit commissions, which the Company recognized on a basis consistent with its estimate of losses and loss expenses.
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Loss and Loss Adjustment Expense Reserves and Recoverable
The Company’s loss and loss adjustment expense reserves (“LAE”) are composed of:
● case reserves for loss and LAE resulting from claims notified to the Company by its clients; and
● reserves for estimated loss and LAE incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer (“IBNR”), including unknown future developments on loss and LAE that are known to the insurer or reinsurer.
The Company estimates these reserves based on reports from ceding companies, industry data, and historical experience analyzed using standard actuarial and statistical techniques.
The analysis includes assessing currently available data, predictions of future developments, estimates of future trends, and other factors. These estimates are reviewed by the Company’s reserving committee at least quarterly and adjusted as necessary.
The final settlement of losses may vary, perhaps materially, from the reserves recorded. The Company recognizes all adjustments to the estimates in the period they are determined. U.S. GAAP does not permit establishing loss reserves, which include case reserves and IBNR loss reserves, until the occurrence of an event that may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date are established. There is no allowance for the establishment of loss reserves to account for expected future loss events.
The “ Loss and loss adjustment expenses recoverable ” in the consolidated balance sheets represents the amounts due from retrocessionaires for unpaid loss and LAE on retrocession agreements. Ceded IBNR recoverable amounts are estimated based on the Company’s actuarial estimates. These estimates are reviewed periodically and adjusted when deemed necessary. The Company may be unable to recover the loss and LAE recoverable amounts due as a result of the retrocessionaires’ inability to pay. The Company regularly evaluates the financial condition of its retrocessionaires and calculates an allowance for expected credit losses (see “Reinsurance Assets ” below).
For losses stemming from exposure to natural perils, loss reserves are generally established based on loss payments and case reserves reported by clients when, and if, received. Estimates for IBNR losses are added to the case reserves as the Company deems appropriate. To establish catastrophe IBNR loss estimates, the Company uses estimates communicated by ceding companies, industry data and information, knowledge of the business written, and management’s judgment.
For contracts without significant exposure to natural perils, initial reserves for each contract are determined based on a combination of (i) the pricing analysis performed prior to binding the contract; (ii) the underwriter’s detailed knowledge of the cedent, its operations and future business plans; and (iii) the professional judgment and recommendation of the Chief Actuary. In the pricing analysis, the Company utilizes information from the client and industry data. This information typically includes, but is not limited to, data related to premiums, losses, exposure, business mix, industry performance, and associated trends covering as much history as deemed appropriate. The level of detail within the data obtained varies greatly depending on the underlying contract, line of business, client, and coverage provided. In all cases, the Company requests each client to provide data for each reporting period, which, depending on the contract, could be on a monthly or quarterly basis. The terms and conditions of each contract specify the data reporting requirements.
Generally, the Company obtains regular updates of premium and loss-related information for the current and historical periods and utilizes them to update the initially expected loss ratio. There may be a lag between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. Client reports have pre-determined due dates (for example, fifteen days after each month-end). The timing of the reporting requirements is designed so that the Company receives premium and loss information as soon as practicable once the client has closed its books. Accordingly, there should be a short lag in such reporting. Additionally, most contracts that have the potential for large single-event losses have provisions that such loss notifications are provided to the Company immediately upon the occurrence of an event.
Once the updated information is received, the Company uses various standard actuarial methods for its quarterly analysis. Such methods typically include the following:
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● Paid loss development method: Ultimate losses are estimated by calculating past paid loss development factors and applying them to exposure periods with further expected paid loss development. This method assumes that losses are paid in a consistent pattern. It provides an objective test of reported loss projections because paid losses contain no reserve estimates.
● Reported loss development method: Ultimate losses are estimated by calculating past reported loss development factors and applying them to exposure periods with further expected reported loss development. This method incorporates changes in payments and case reserves.
● Expected loss ratio method: Ultimate losses are estimated by multiplying earned premiums by an expected loss ratio. The expected loss ratio is often determined using industry data, historical company data, past pricing or reserving analysis performed, and actuarial judgment. This method is typically used for lines of business and contracts where there are no (or insignificant) historical losses or where past loss experience is not considered applicable to the current period.
● Bornhuetter-Ferguson paid loss method: Ultimate losses are estimated by modifying expected loss ratios to the extent losses paid to date differ from what would have been expected based upon the selected paid loss development pattern. This method avoids some distortions that could result from a large development factor being applied to a small base of paid losses to calculate ultimate losses.
● Bornhuetter-Ferguson reported loss method: Ultimate losses are estimated by modifying expected loss ratios to the extent losses reported to date differ from what would have been expected based upon the selected reported loss development pattern. This method avoids some distortions that could result from a large development factor being applied to a small base of reported losses to calculate ultimate losses.
● Frequency / Severity method: Ultimate losses are estimated by multiplying the ultimate number of claims (i.e., the frequency multiplied by the exposure base) by the estimated average cost per claim (i.e., the severity). This approach enables trends and patterns in the rates of claims emergence (i.e., reporting) and settlement (i.e., closure) and the average cost of claims to be analyzed separately.
In addition, the Company may supplement its analysis with other reserving methodologies that it deems relevant to specific contracts.
For each contract, the Company utilizes reserving methodologies it considers appropriate to calculate a best estimate of reserves. Whether the Company uses a single methodology or a combination depends upon the portfolio segment being analyzed and the actuary’s judgment. The Company’s reserving methodology does not require a fixed weighting of the various methods used. Certain methods are considered more appropriate than others depending on the type, structure, age, maturity, and duration of the expected losses on the contract. For example, the Bornhuetter-Ferguson reported loss method might be more appropriate than a paid loss development method for relatively new contracts that have experienced little paid loss development.
The Company’s gross aggregate reserves are the sum of the best estimate reserves of all portfolio exposures. Generally, IBNR loss reserves are calculated by estimating the ultimate incurred losses and subtracting cumulative paid claims and case reserves. Each quarter, the Company’s Reserving Committee, led by the Chief Actuary, meets to assess the adequacy of our loss reserves based on the reserve analysis and recommendations prepared by the Company’s reserving department.
The Company does not typically experience material claims processing backlogs, although such backlogs may occur following a major catastrophic event. At December 31, 2023, and 2022, the Company did not have a material backlog in its claims processing.
The Company did not make any significant changes to the actuarial methodology or assumptions relating to its loss and loss adjustment expense reserves for the years presented in the consolidated financial statements.
Reinsurance Assets
The Company calculates an allowance for expected credit losses for its reinsurance balances receivable and loss and LAE recoverable by applying a Probability of Default (“PD”) / Loss Given Default (“LGD”) model. The PD / LGD approach considers the Company’s collectibility history on its reinsurance assets and representative external loss history. In calculating the probability of default, the Company also considers the estimated duration of its reinsurance assets.
The Company evaluates each counterparty’s creditworthiness based on credit ratings that independent agencies assign to the counterparty. The Company manages its credit risk in its reinsurance assets by transacting only with insurers and reinsurers that it considers financially sound. Credit ratings of the counterparties are forward-looking and consider various economic scenarios. The Company's evaluation of the required allowance for reinsurance balances receivable and loss and LAE recoverable considers the current economic environment as well as potential macroeconomic developments.
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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. In evaluating credit risk associated with reinsurance balances receivable, the Company considers its right to offset loss obligations against premiums receivable. The Company regularly evaluates its net credit exposure to assess the ability of cedents and retrocessionaires to honor their respective obligations.
Deposit Assets and Liabilities
The Company applies deposit accounting to reinsurance contracts that do not transfer sufficient insurance risk to merit reinsurance accounting. Under deposit accounting, the Company recognizes an asset or liability based on its paid or received consideration. The deposit asset or liability balance is subsequently adjusted using the interest method with the corresponding income and expense recorded in the Company’s consolidated statements of operations under “ Other income (expense) ” and “ Deposit interest expense ,” respectively. The Company records deposit assets and liabilities in its consolidated balance sheets in “ Reinsurance balances receivable ” and “ Reinsurance balances payable ,” respectively. At December 31, 2023, deposit assets and liabilities were $ 0.9 million and $ 5.2 million, respectively (December 31, 2022: $ 3.1 million and $ 10.7 million, respectively).
Net investment income (loss)
The Company records interest income and interest expense on an accrual basis.
Any realized and unrealized gains or losses from other investments are determined on the basis of the specific identification method (by reference to cost or amortized cost, as appropriate). Additionally, net investment income (loss) includes realized and unrealized gains (losses) on derivative instruments.
Other Income (Expense), net
In connection with the Company’s participation interest in Lloyd’s syndicates, the Lloyd’s syndicates invest a portion of the premiums withheld in investment funds and fixed-maturity securities. The Company records its share of income (or expense) from these assets as other income (expense) as reported by the syndicates on a quarterly lag basis due to the timing of the availability of these quarterly financial reports.
Share-Based Compensation
The Company recognizes share-based compensation costs based on the fair value at the award’s grant date. The Company measures compensation for restricted shares and restricted stock units (“RSUs”) based on the price of the Company’s common shares at the grant date. For restricted shares and RSUs with service and performance vesting conditions, the expense is recognized based on management’s estimate of the probability of the performance conditions being achieved based on historical results and expectations of future results. If the Company expects to meet the performance conditions, it attributes the expense to the period the requisite service is rendered. For restricted shares and RSUs with only service vesting conditions, the Company recognizes the associated expense on a straight-line basis over the vesting period, net of any estimated or expected forfeitures.
The forfeiture rate is estimated based on the Company’s historical actual forfeitures relating to restricted shares and RSUs granted to employees. The forfeiture rate is reviewed annually and adjusted as necessary. The Company applies no forfeiture rate to restricted shares granted to directors, which vest over a maximum twelve-month period.
Determining the fair value of share purchase options at the grant date requires significant estimation and judgment. The Company uses the Black-Scholes option-pricing model to assist in the calculation of fair value for share purchase options. The model requires estimating various inputs such as the term, forfeiture and dividend rates, and expected volatility. In determining the grant date fair value, the Company uses the entire ten-year life of the options as the estimated term and assumes no forfeitures and no dividends paid during the life of the options. The Company bases its estimate of expected volatility on the daily historical trading data of the Company’s ordinary shares from the date they commenced trading (May 24, 2007) to the grant date.
For share purchase options issued under the employee stock incentive plan, the compensation cost is calculated and recognized over the vesting periods on a graded vesting basis.
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Convertible Notes
Prior to the adoption of Accounting Standards Update (“ASU”) 2020-06 in January 2022, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”),” the Company determined that the senior convertible notes’ cash conversion option represented an embedded derivative and bifurcated it from the underlying contract for financial reporting purposes. For the debt component, the Company recorded a liability equivalent to the present value of comparable debt without the conversion features at the time of issuance. The remainder of the proceeds, which represented the embedded derivative, was included in “ Additional paid-in capital ” in the consolidated balance sheets.
Upon adoption of ASU 2020-06, U.S. GAAP no longer permits entities to bifurcate embedded conversion features from the underlying contract. Therefore, effective January 1, 2022, the Company no longer presents the embedded conversion features separately in equity; instead, the Company’s senior convertible debt is presented as a single liability in the Company’s consolidated balance sheet. The adoption of ASU 2020-06 resulted in a decrease in the Company’s opening shareholders’ equity of $ 2.5 million, with a corresponding increase in the carrying value of the senior convertible notes.
Costs incurred in issuing the convertible notes consisted primarily of underwriting, legal, accounting, and printing fees. These costs are amortized over the term of the debt and are included in “ Interest expense ” in the consolidated statements of operations.
Foreign Exchange
The reporting and functional currency of the Company and all its significant subsidiaries is the U.S. dollar. The Company records foreign currency transactions at the exchange rates in effect on the transaction date. Monetary assets and liabilities in foreign currencies are converted at the exchange rate in effect at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are carried at their historical exchange rates.
Derivative instruments
The Company recognizes derivative financial instruments in the consolidated balance sheets at their fair values.
The Company’s derivatives do not qualify as hedges for financial reporting purposes. The Company records the associated assets and liabilities in its consolidated balance sheets on a gross basis. The Company does not offset these balances against collateral pledged or received.
Other Assets
The Company’s other assets consist primarily of prepaid expenses, right-of-use lease assets, derivative assets, taxes recoverable, and deferred tax assets.
Other Liabilities
The Company’s other liabilities consist primarily of accruals for legal and other professional fees, employee bonuses and severances, taxes payable, derivative liabilities, and lease liabilities.
Comprehensive Income (Loss)
The Company has no comprehensive income or loss other than the net income or loss disclosed in the consolidated statements of operations.
Earnings (Loss) Per Share
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. Basic earnings per share is calculated on the basis of the weighted average number of ordinary shares and participating securities outstanding during the period. Diluted earnings (or loss) per share includes the dilutive effect, if any, of the following:
• Restricted Stock Units (“RSUs”) issued that convert to ordinary shares upon vesting;
• Unvested restricted share awards which are not considered “participating securities”;
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• Additional potential ordinary shares issuable when in-the-money stock options are exercised, determined using the treasury stock method;
• 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; and
• Effective January 1, 2022, the dilutive effect of the convertible notes calculated using the if-converted method. Under the if-converted method, the convertible notes are assumed to be converted at the beginning of the period. The resulting common shares are included in the denominator of the diluted net income per common share calculation. Interest expense related to the convertible notes incurred in the period is added back to the numerator for purposes of the if-converted calculation.
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.
Taxation
The Company records current and deferred income taxes based on enacted tax laws and rates applicable in the relevant jurisdiction in the period in which the tax becomes accruable or realizable. Deferred income taxes are provided for all temporary differences between the bases of assets and liabilities reported in the consolidated balance sheets and those reported in the various jurisdictional tax returns.
The Company records a valuation allowance to the extent that the Company considers it more likely than not that all or a portion of the deferred tax asset will not be realized in the future. 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.
Segment Information
Operating segments are based on the internal information that the Chief Operating Decision Maker uses for allocating the Company’s resources and assessing its performance. The Company has one operating segment, Property and Casualty Reinsurance.
Recent Accounting Pronouncements
Recently Issued Accounting Standards Not Yet Adopted
On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures . The new ASU requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. This new guidance is effective for the Company’s 2024 year-end financial statements, and should be adopted retrospectively unless impracticable. Early adoption is permitted.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic (740) - Improvements to Income Tax Disclosures . The amendments in this Update provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Early adoption is permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. This ASU is effective for the Company’s 2024 year-end financial statements.
As the above ASUs relate solely to financial statement disclosures, the adoption of these ASUs will not impact the Company’s financial condition, results of operations, or cash flows.
Recently Issued Accounting Standards Adopted
There are none that would be relevant and material to the Company.
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3. INVESTMENT IN RELATED PARTY INVESTMENT FUND
The Company has entered into the Second 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”). SILP has entered into a SILP investment advisory agreement (“IAA”) with DME Advisors. LP (“DME Advisors”), pursuant to which DME Advisors is the investment manager for SILP. 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 (the “Chairman”).
At December 31, 2023, the SILP LPA included the following proviso: “The Investment Portfolio of each Partner will not exceed the product of (a) such Partner’s surplus (Greenlight Re Surplus or GRIL Surplus, as the case may be) multiplied by (b) the Investment Cap ( 60 %), and the General Partner will designate any portion of a Partner’s Investment Portfolio as Designated Securities to effectuate such limit.”
The Company has concluded that SILP qualifies as a variable interest entity (“VIE”) under U.S. GAAP. In assessing its interest in SILP, the Company noted the following:
• DME II serves as SILP’s general partner and has the power to appoint the investment manager. The Company does not have the power to appoint, change or replace the investment manager or the general partner except “for cause.” Neither of the GLRE Limited Partners can participate in the investment decisions of SILP as long as SILP adheres to the investment guidelines provided within the SILP LPA. For these reasons, the GLRE Limited Partners are not considered to have substantive participating rights or kick-out rights.
• 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.
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. Therefore DME II is SILP’s primary beneficiary. The Company presents its investment in SILP in its consolidated balance sheets in the caption “Investment in related party investment fund.”
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. At December 31, 2023, the net asset value of the GLRE Limited Partners’ investment in SILP was $ 258.9 million (December 31, 2022: $ 178.2 million), representing 72.7 % (December 31, 2022: 69.3 %) of SILP’s total net assets. DME II held the remaining 27.3 % (December 31, 2022: 30.7 %) of SILP’s total net assets. The investment in SILP is recorded at the GLRE Limited Partners’ share of the net asset value of SILP as reported by SILP’s third-party administrator. The GLRE Limited Partners can redeem their assets from SILP for operational purposes by providing 3 business days’ notice to DME II. At December 31, 2023, 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.
The Company’s share of the change in the net asset value of SILP for the years ended December 31, 2023, 2022, and 2021, was $ 28.7 million, $ 54.8 million, and $ 18.1 million, respectively, and shown in the caption “Income from investment in related party investment fund” in the Company’s consolidated statements of operations.
At December 31, 2023, the Company’s investment in SILP exceeded 10 % of the Company’s total shareholders’ equity, with a fair value of $ 258.9 million (December 31, 2022: $ 178.2 million), representing 43.4 % (December 31, 2022: 35.4 %), of total shareholders’ equity.
The Company has determined that for its fiscal year ended December 31, 2023, the Company’s investment in SILP met at least one of the conditions of a significant subsidiary under SEC’s Regulation S-X, Rule 3-09. Accordingly, the audited financial statements for SILP have been attached as an exhibit (Exhibit 99.1) to this Form 10-K.
The summarized financial statements of SILP are presented below.
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Summarized Statements of Financial Condition of Solasglas Investments, LP
December 31, 2023 December 31, 2022
Assets
Investments, at fair value $ 453,358 $ 304,806
Derivative contracts, at fair value 11,167 17,547
Due from brokers 121,754 109,169
Interest and dividends receivable 1,143 527
Total assets 587,422 432,049
Liabilities and partners’ capital
Liabilities
Investments sold short, at fair value ( 197,571 ) ( 159,382 )
Derivative contracts, at fair value ( 12,917 ) ( 12,443 )
Due to brokers ( 17,398 ) ( 2,050 )
Capital withdrawals payable ( 1,000 ) ( 75 )
Interest and dividends payable ( 2,315 ) ( 760 )
Accrued expenses and other liabilities ( 247 ) ( 159 )
Total liabilities ( 231,448 ) ( 174,869 )
Partners' capital $ 355,974 $ 257,180
GLRE’s share of Partners' capital
$ 258,890 $ 178,197
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Summarized Statements of Operations of Solasglas Investments, LP
Year ended December 31
2023 2022 2021
Investment income
Dividend income (net of withholding taxes) $ 1,869 $ 1,586 $ 641
Interest income 9,211 2,390 228
Total Investment income 11,080 3,976 869
Expenses
Management fee ( 4,766 ) ( 3,580 ) ( 3,492 )
Interest ( 6,969 ) ( 1,950 ) ( 1,055 )
Dividends ( 2,802 ) ( 1,374 ) ( 1,147 )
Professional fees and other ( 1,750 ) ( 988 ) ( 1,221 )
Total expenses ( 16,287 ) ( 7,892 ) ( 6,915 )
Net investment income (loss) ( 5,207 ) ( 3,916 ) ( 6,046 )
Realized and change in unrealized gains (losses)
Net realized gain (loss) ( 1,394 ) 75,172 ( 3,420 )
Net change in unrealized appreciation 55,279 11,886 35,482
Net gain (loss) on investment transactions 53,885 87,058 32,062
Net increase in Partners' capital $ 48,678 $ 83,142 $ 26,016
GLRE’s share of the increase in Partners' capital (1)
$ 28,696 $ 54,844 $ 18,087
1 The net increase in Partners’ capital is net of management fees and performance allocation presented below:
Year ended December 31
2023 2022 2021
Management fees $ 4,766 $ 3,580 $ 3,492
Performance allocation 3,188 6,094 2,010
Total $ 7,954 $ 9,674 $ 5,502
See Note 15 for further details on management fees and performance allocation.
4. OTHER INVESTMENTS
Portfolio
The Company’s other investments consist of the following:
• Private investments, unlisted equities, and debt and convertible debt instruments, which consist primarily of Innovations-related investments supporting technology innovators in the (re)insurance market; and
• Certificates of deposit with original maturities greater than three months.
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At December 31, 2023, the breakdown of the Company’s other investments was as follows:
Cost Unrealized
gains Unrealized
losses Accrued interest Fair value / carrying value
Private investments and unlisted equities $ 28,470 $ 49,424 $ ( 6,737 ) $ — $ 71,157
Debt and convertible debt securities 2,499 — ( 499 ) 136 2,136
Certificates of deposit — — — — —
Total other investments $ 30,969 $ 49,424 $ ( 7,236 ) $ 136 $ 73,293
At December 31, 2022, the breakdown of the Company’s other investments was as follows::
Cost Unrealized
gains Unrealized
losses Fair value / carrying value
Private investments and unlisted equities $ 22,787 $ 42,461 $ ( 2,815 ) $ 62,433
Debt and convertible debt securities 1,846 — — 1,846
Certificates of deposit 6,000 — — 6,000
Total other investments $ 30,633 $ 42,461 $ ( 2,815 ) $ 70,279
The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at December 31, 2023, 2022, and 2021, and the related adjustments recorded during the years then ended.
Year ended December 31
2023 2022 2021
Carrying value (1)
$ 71,157 $ 62,433 $ 47,049
Upward carrying value changes (2)
$ 7,262 $ 11,277 $ 20,814
Downward carrying value changes and impairment (3)
$ ( 5,003 ) $ ( 1,073 ) $ ( 500 )
(1) The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes.
(2) The cumulative upward carrying value changes from inception to December 31, 2023, totaled $ 49.9 million.
(3) The cumulative downward carrying value changes and impairments from inception to December 31, 2023, totaled $ 7.1 million.
Net investment income
The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “ Net investment income ” in the consolidated statements of operations (see Note 13):
Year ended December 31
2023 2022 2021
Gross realized gains $ 7 $ — $ 14,210
Gross realized losses ( 811 ) — —
Net realized gains (losses) $ ( 804 ) $ — $ 14,210
Change in unrealized gains 2,542 9,858 19,560
Net realized and unrealized gains on other investments $ 1,738 $ 9,858 $ 33,770
5. RESTRICTED CASH AND CASH EQUIVALENTS
The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the consolidated statements of cash flows:
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December 31, 2023 December 31, 2022
Restricted cash and cash equivalents:
Cash securing trust accounts $ 300,152 $ 463,659
Cash securing letters of credit issued 291,456 204,651
Cash securing Loan Facility 10,000 —
Other 3,040 —
Total restricted cash and cash equivalents 604,648 668,310
Cash and cash equivalents 51,082 38,238
Total cash, cash equivalents, and restricted cash $ 655,730 $ 706,548
Where the Company operates as a non-admitted carrier in certain foreign jurisdictions, regulatory trust accounts and letters of credit are issued to cedents. Additionally, the Company has provided cash collateral for the Loan Facility (see Note 9).
6. FAIR VALUE MEASUREMENTS
Fair Value Hierarchy
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. 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. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:
• Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
• Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
• Level 3: Unobservable inputs supported by little or no market activity and significant to the fair value of the assets and liabilities. The term “unobservable inputs” includes certain pricing models, discounted cash flow methodologies, and similar techniques.
There have been no material change in the Company’s valuation techniques, nor have there been any transfers between Level 1 and Level 2, or Level 2 and Level 3 for the years presented in these consolidated financial statements.
Assets measured at fair value on a nonrecurring basis
At December 31, 2023, the Company held $ 61.3 million (2022: $ 53.6 million) of private investments and unlisted equities measured at fair value on a nonrecurring basis. At December 31, 2023, the Company held $ 9.9 million (2022: $ 8.9 million) of private investments and unlisted equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy.
The following table summarizes the periods between the most recent fair value measurement dates and December 31, 2023, for the private and unlisted equities measured at fair value on a nonrecurring basis:
Less than 6 months 6 to 12 months Over 1 year Total
Fair values measured on a nonrecurring basis $ 26,438 $ 1,361 $ 33,490 $ 61,289
Assets measured at fair value on a recurring basis
Derivative financial instruments
The Company uses interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9). The interest rate swaps are carried at fair value and are determined using a market approach valuation technique based on significant observable market inputs from third-party pricing vendors.
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Accordingly, the interest rates swaps are classified as Level 2 within the fair value hierarchy. These derivative instruments are not designated as accounting hedges under U.S. GAAP.
For the year ended December 31, 2023, the Company recognized unrealized loss for the above derivatives of $ 0.6 million (2022: $ nil ), which is included in “ Other liabilities ” in the consolidated balance sheets, in “ Interest expense ” in the consolidated statements of operations, and in “ Net realized and unrealized losses on derivatives ” in the consolidated statements of cash flows.
Financial Instruments Disclosed, But Not Carried, at Fair Value
The carrying value of debt and convertible debt securities within “ Other Investments ” (see “Private investments and unlisted equity securities without readily determinable fair values” above) and certificates of deposit with original maturities of one year or less approximates their fair values. The Company classifies these assets as Level 2 within the fair value hierarchy.
At December 31, 2023, the carrying values of the Term Loans approximate their fair values.
7. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The Company’s loss and LAE reserves were composed of the following:
December 31, 2023 December 31, 2022
Case reserves $ 189,050 $ 184,756
IBNR 472,504 370,712
Total $ 661,554 $ 555,468
Reserve Roll-forward
The following provides a summary of changes in outstanding loss and LAE reserves for all lines of business:
Year ended December 31
Consolidated 2023 2022 2021
Gross balance at January 1 $ 555,468 $ 524,010 $ 494,179
Less: Losses recoverable ( 13,239 ) ( 11,100 ) ( 16,851 )
Net balance at January 1 542,229 512,910 477,328
Incurred losses related to:
Current year
348,798 316,367 389,080
Prior years
11,206 118 ( 14,100 )
Total incurred 360,004 316,485 374,980
Paid losses related to:
Current year
( 75,678 ) ( 78,517 ) ( 152,214 )
Prior years
( 198,613 ) ( 198,897 ) ( 185,549 )
Total paid ( 274,291 ) ( 277,414 ) ( 337,763 )
Foreign currency revaluation 7,926 ( 9,752 ) ( 1,635 )
Net balance at December 31 635,867 542,229 512,910
Add: Losses recoverable (see Note 8)
25,687 13,239 11,100
Gross balance at December 31 $ 661,554 $ 555,468 $ 524,010
Estimates for Significant Catastrophe Events
At December 31, 2023 and 2022, the Company’s net reserves for losses and loss expenses include estimated amounts for several catastrophe and weather-related events (“CAT loss”). The magnitude and volume of losses arising from these events is inherently uncertain and, consequently, actual losses for these events may ultimately differ, potentially materially, from current estimates.
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During the year ended December 31, 2023, the Company recognized CAT loss, net of reinsurance, of $ 28.8 million for current year CAT loss events, driven mainly by the U.S. severe storms and the Mexican state-owned oil platform fire loss. This was partially offset by $ 10.7 million of net favorable prior year CAT development. For the year ended December 31, 2022, the Company recognized current year CAT loss of $ 39.7 million driven primarily by $ 13.6 million from the Russian-Ukrainian conflict and $ 19.5 million from hurricane Ian. This was partially offset by $ 5.0 million net favorable prior year CAT development.
Prior Year Reserve Development
Year ended December 31, 2023
During the year ended December 31, 2023, the Company experienced $ 11.2 million in net adverse development on prior year loss and LAE reserves. This was comprised of $ 39.8 million of reserve strengthening on casualty, workers’ compensation and auto classes of business due to current economic and social inflation trends (various underwriting years); homeowners business primary due to the deterioration in the CAT loss estimate relating to Winter Storm Elliott (2022 underwriting year), coupled with a final claim settlement on a professional liability contract (2008 underwriting year). This was partially offset by $ 28.6 million favorable loss development from property catastrophe events and better than expected loss emergence for mortgage, marine and energy, and specialty contracts from underwriting years 2020-2022.
See the loss development tables by lines of business below under “Disclosure about Short-Duration Contracts” for more information on prior year loss reserve development.
Year ended December 31, 2022
During the year ended December 31, 2022, the Company experienced $ 0.1 million in net adverse development on prior year loss and LAE reserves. This was comprised of $ 21.9 million of reserve strengthening on motor, health, casualty, professional liability, and workers’ compensation contracts from underwriting years 2014-2021, coupled with higher claim settlements on certain general liability contracts for 2015-2016 underwriting years. This was partially offset by $ 21.8 million favorable loss development from various pre-2021 years’ property catastrophe events, including COVID-19, and better than expected loss emergence for mortgage business (from 2017-2020 underwriting years), a multi-line combined workers’ compensation and commercial packages contract across multiple underwriting years, coupled with favorable development on a whole account contract (2020 underwriting year).
Year ended December 31, 2021
During the year ended December 31, 2021, the Company experienced $ 14.1 million in net favorable development on prior year loss and LAE reserves. This was comprised of $ 37.4 million favorable loss development from better-than-expected loss emergence for motor, mortgage, and various specialty contracts (including crop, space, and marine and energy) from underwriting years 2015-2018, coupled with a multi-line contract that incepted in 2019. This was partially offset by $ 23.3 million adverse loss development primarily due to reserve strengthening on multi-line casualty, general liability and workers’ compensation contracts from underwriting years 2014-2019.
Disclosures about Short-Duration Contracts
The Company has one operating segment, Property & Casualty Reinsurance, and categorizes its business as Property, Casualty, and Other. The Company’s loss development tables presented below have been disaggregated by lines of business for the years ended from December 31, 2014, through 2023.
For purposes of the loss development tables, the property business has been further disaggregated into "Property" and "Motor - Physical Damage." The casualty category has been disaggregated into "General Liability," "Motor Liability," "Professional Liability," and "Workers' Compensation." Contracts that cover more than one line of business, including Lloyd’s business, are grouped as "Multi-line." Other specialty business, including aviation, crop, cyber, and energy, which are individually insignificant to the Company’s overall business, have been grouped as "Other." As the Company’s accident and health business has become immaterial in recent years, the Company has grouped accident and health business with “Other” during 2023. Additionally, the Company has elected to present the loss development table for “Marine” separately from “Other” due to its growth in 2023. As a result, the historical incurred and paid claims development presented in the tables below differ from those disclosed in previously issued financial statements. Conforming changes were also made to the table above presenting t he changes in the outstanding loss and loss adjustment expense reserves for health claims as part of the “Consolidated” table for the years ended December 31, 2022, and 2021. The amounts shown in “ Net loss and loss adjustment expenses incurred ” in the consolidated statements of operations and the allocation between “Current year” and “Prior years” are unaffected by these revisions.
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For each category, the following tables present the incurred and paid claims development at December 31, 2023, net of retrocession, and the total of incurred but not reported liabilities plus expected development on reported claims included within the net incurred claims amount.
The tables below present incurred and paid claims development for the years ended December 31, 2014 to 2022. They are presented as unaudited supplementary information. Totals may not sum due to rounding.
Multiline
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 2,390 $ 2,390 $ 2,390 $ 2,609 $ 2,625 $ 2,586 $ 2,653 $ 3,010 $ 3,256 $ 3,092 $ 281
2015 27,899 28,038 30,458 31,955 30,858 32,259 34,983 36,788 37,545 5,091
2016 55,631 59,877 60,583 59,626 62,085 67,494 70,360 74,235 13,074
2017 83,105 79,246 83,008 84,836 89,340 91,342 96,168 17,367
2018 58,528 50,706 53,662 53,917 54,389 56,691 7,865
2019 45,764 49,131 48,342 46,976 48,622 8,068
2020 53,520 52,573 46,986 45,443 5,077
2021 80,697 77,969 78,332 20,877
2022 126,496 129,612 74,363
2023 122,247 95,652
Total $ 691,986 $ 247,715
Multiline
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ — $ — $ 145 $ 566 $ 1,092 $ 1,413 $ 1,995 $ 2,281 $ 2,546 $ 2,811
2015 28 2,810 9,925 16,023 18,973 24,685 27,318 30,086 32,454
2016 5,844 16,493 26,948 32,822 42,535 48,843 56,096 61,161
2017 9,534 27,250 39,438 53,819 63,733 71,551 78,801
2018 8,106 20,619 32,116 38,762 43,387 48,826
2019 10,996 23,326 30,238 36,884 40,554
2020 12,421 24,209 34,935 40,366
2021 13,674 33,315 57,454
2022 — 19,216 55,248
2023 26,595
Total 444,271
All outstanding liabilities before 2014, net of reinsurance 213
Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 247,929
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General Liability
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 1,238 $ 1,229 $ 1,174 $ 1,033 $ 1,355 $ 1,000 $ 1,000 $ 3,606 $ 1,144 $ 1,024 $ 47
2015 1,699 1,690 1,756 1,979 2,152 2,190 2,294 1,866 1,862 243
2016 6,203 6,519 7,124 7,867 8,095 8,444 9,389 9,972 363
2017 5,429 6,523 7,377 8,447 9,954 7,538 9,971 2,488
2018 2,891 3,429 3,938 4,602 4,120 4,861 1,681
2019 1,001 986 1,033 650 819 480
2020 1,814 1,776 1,633 1,544 1,014
2021 5,152 12,059 11,417 10,852
2022 16,280 12,741 10,701
2023 48,721 46,961
Total $ 102,933 $ 74,830
General Liability
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 18 $ 146 $ 413 $ 548 $ 492 $ 762 $ 473 $ 1,014 $ 1,066 $ 977
2015 69 293 532 548 925 945 1,430 1,694 1,619
2016 122 1,589 3,277 4,670 6,109 6,565 9,191 9,609
2017 136 1,412 2,823 4,383 5,705 7,402 7,483
2018 165 1,286 2,285 2,800 2,691 3,180
2019 26 227 306 288 339
2020 71 71 126 530
2021 — 102 565
2022 408 2,039
2023 1,760
Total 28,103
All outstanding liabilities before 2014, net of reinsurance 22
Liabilities for claims and claims adjustment expenses, net of reinsurance (General Liability) $ 74,853
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Motor Casualty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 93,718 $ 92,844 $ 94,688 $ 94,131 $ 94,147 $ 94,192 $ 94,230 $ 94,226 $ 94,230 $ 94,156 $ 3
2015 128,199 130,410 129,745 132,853 134,951 133,632 128,536 128,567 128,332 6
2016 166,389 169,789 174,037 183,801 180,118 180,003 180,045 180,047 366
2017 187,029 188,754 199,258 191,064 188,718 188,207 188,459 432
2018 150,700 162,016 149,467 148,830 147,369 142,954 1,040
2019 168,124 193,243 189,971 190,477 188,497 1,120
2020 98,242 97,356 99,091 97,118 3,147
2021 102,390 104,647 101,415 4,481
2022 21,979 33,898 5,524
2023 8,786 6,502
Total $ 1,163,661 $ 22,620
Motor Casualty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 49,994 $ 86,297 $ 89,348 $ 94,046 $ 94,105 $ 94,151 $ 94,150 $ 94,153 $ 94,153 $ 94,153
2015 81,093 125,645 129,174 129,351 129,454 128,121 128,280 128,309 128,326
2016 97,325 157,948 170,658 182,800 179,033 179,540 179,631 179,681
2017 115,204 170,157 188,225 186,105 187,047 187,270 188,027
2018 83,652 143,267 141,593 141,764 141,918 141,915
2019 99,043 170,332 184,519 186,678 187,377
2020 42,778 87,179 92,252 93,971
2021 56,700 90,786 96,934
2022 20,522 28,374
2023 2,284
Total 1,141,041
All outstanding liabilities before 2014, net of reinsurance 3
Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Casualty) $ 22,622
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Motor Property
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 18,870 $ 18,797 $ 19,056 $ 19,000 $ 19,006 $ 19,004 $ 19,020 $ 19,036 $ 19,020 $ 18,974 $ 1
2015 22,035 22,516 23,005 23,263 23,396 23,246 22,901 22,712 22,653 6
2016 27,753 28,279 29,090 30,367 29,822 29,858 29,835 29,774 25
2017 39,436 39,621 41,394 39,720 39,643 39,334 39,228 83
2018 42,336 45,209 43,266 41,122 40,753 40,447 114
2019 43,099 48,007 49,140 48,782 48,276 227
2020 23,785 23,837 24,310 23,891 485
2021 25,743 28,845 28,651 828
2022 3,731 5,822 265
2023 1,463 954
Total $ 259,179 $ 2,989
Motor Property
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 10,305 $ 17,621 $ 18,370 $ 18,951 $ 18,957 $ 18,972 $ 18,972 $ 18,973 $ 18,973 $ 18,973
2015 13,859 22,123 22,615 22,705 22,749 22,625 22,642 22,646 22,647
2016 16,707 27,005 28,591 30,033 29,647 29,726 29,740 29,749
2017 23,091 37,058 39,711 38,971 39,115 39,132 39,146
2018 23,576 40,118 40,086 40,246 40,323 40,333
2019 25,103 43,672 47,346 47,881 48,049
2020 10,880 21,684 22,764 23,406
2021 14,955 26,605 27,823
2022 3,087 5,557
2023 508
Total 256,191
All outstanding liabilities before 2014, net of reinsurance ( 16 )
Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Property) $ 2,972
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Property
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 41,738 $ 45,152 $ 46,844 $ 47,084 $ 46,873 $ 47,029 $ 46,996 $ 46,953 $ 46,931 $ 46,757 $ 86
2015 27,852 30,333 31,728 30,930 30,591 30,530 30,401 30,445 30,340 116
2016 25,618 26,093 23,970 23,441 23,173 22,992 23,047 23,052 221
2017 81,413 76,644 67,449 67,894 67,696 67,063 65,814 28
2018 27,920 29,795 24,548 23,847 23,283 22,813 2,318
2019 22,143 14,639 14,052 12,250 12,489 1,570
2020 29,591 25,633 21,978 21,724 4,441
2021 26,977 27,177 21,721 5,759
2022 41,296 48,528 7,655
2023 60,443 26,581
Total $ 353,681 $ 48,775
Property
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 20,230 $ 40,172 $ 43,639 $ 45,209 $ 46,299 $ 46,519 $ 46,617 $ 46,633 $ 46,669 $ 46,671
2015 12,939 25,442 28,830 29,798 30,004 30,107 30,129 30,221 30,224
2016 9,938 18,179 21,015 22,000 22,348 22,681 22,772 22,831
2017 43,272 55,549 62,893 64,125 65,293 65,404 65,786
2018 5,191 15,424 18,164 18,883 19,899 20,495
2019 4,051 6,969 8,369 9,857 10,919
2020 6,118 11,496 15,349 17,283
2021 4,968 13,256 15,963
2022 19,199 40,873
2023 33,862
Total 304,906
All outstanding liabilities before 2014, net of reinsurance 139
Liabilities for claims and claims adjustment expenses, net of reinsurance (Property) $ 48,914
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Professional Liability
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 18,494 $ 17,917 $ 17,882 $ 20,340 $ 21,304 $ 21,615 $ 21,364 $ 20,817 $ 20,816 $ 20,619 $ 665
2015 18,115 18,105 20,614 21,973 22,167 21,468 21,296 22,158 21,234 1,188
2016 13,624 16,765 17,118 16,715 16,522 16,981 17,808 18,267 3,806
2017 10,219 9,906 9,728 9,950 10,334 11,207 12,360 2,894
2018 4,477 4,464 4,584 5,181 6,176 6,744 1,520
2019 586 611 762 922 922 209
2020 66 62 62 62 62
2021 158 165 150 150
2022 472 604 603
2023 4,524 4,437
Total $ 85,485 $ 15,534
Professional Liability
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 1,317 $ 5,232 $ 9,344 $ 13,631 $ 15,818 $ 15,828 $ 19,308 $ 19,270 $ 19,851 $ 19,953
2015 1,141 3,223 8,716 11,582 12,417 17,097 18,592 19,598 20,046
2016 334 2,139 4,814 7,744 10,412 11,513 13,550 14,461
2017 225 1,429 3,077 4,843 5,813 8,335 9,467
2018 241 1,140 1,982 3,234 4,580 5,224
2019 145 266 544 658 713
2020 — — — —
2021 — — —
2022 — —
2023 88
Total 69,951
All outstanding liabilities before 2014, net of reinsurance 233
Liabilities for claims and claims adjustment expenses, net of reinsurance (Professional Liability) $ 15,767
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Workers' Compensation
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ — $ — $ — $ 3 $ — $ — $ — $ 160 $ — $ — $ —
2015 1,014 1,010 948 950 951 919 919 889 889 14
2016 4,342 4,275 4,266 3,975 3,778 3,716 3,646 3,645 63
2017 10,881 10,345 9,602 9,062 8,758 8,980 8,954 287
2018 13,604 13,494 13,048 12,554 12,921 12,863 533
2019 22,927 23,311 22,613 23,956 25,300 3,295
2020 44,845 40,826 43,633 47,359 9,757
2021 64,679 63,398 68,073 14,223
2022 33,284 33,279 16,687
2023 12,872 10,934
Total $ 213,234 $ 55,792
Workers' Compensation
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
2015 28 251 564 688 777 832 851 870 875
2016 613 1,920 2,782 3,274 3,459 3,521 3,565 3,583
2017 2,028 5,356 7,399 8,004 8,380 8,552 8,667
2018 4,213 8,321 10,778 11,811 12,114 12,330
2019 5,473 13,600 17,655 20,148 22,006
2020 11,288 23,463 32,108 37,601
2021 23,210 42,854 53,850
2022 9,066 16,592
2023 1,938
Total 157,442
All outstanding liabilities before 2014, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Workers' Compensation) $ 55,792
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Financial Lines
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 500 $ 503 $ 580 $ 506 $ 1,096 $ 2,063 $ 2,228 $ 1,668 $ 1,959 $ 2,344 $ 65
2015 1,947 2,206 3,025 3,010 3,121 3,087 3,034 3,035 2,889 81
2016 4,820 6,670 6,289 7,470 7,470 6,694 6,676 6,613 155
2017 9,006 5,865 6,277 8,339 6,789 6,068 6,139 58
2018 4,069 4,429 6,646 4,838 4,775 4,605 351
2019 7,743 12,321 10,514 8,526 8,243 1,972
2020 18,655 19,833 17,623 17,475 6,616
2021 17,704 16,401 14,313 9,180
2022 23,985 22,189 17,637
2023 22,119 20,057
Total $ 106,928 $ 56,171
Financial Lines
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 90 $ 347 $ 429 $ 587 $ 1,210 $ 2,279 $ 2,483 $ 1,896 $ 2,216 $ 2,279
2015 223 851 1,399 1,963 2,476 2,650 2,745 2,815 2,808
2016 1,193 2,426 4,727 6,339 6,278 6,294 6,422 6,458
2017 187 2,894 4,604 5,585 5,684 5,994 6,081
2018 671 3,931 3,655 3,807 4,207 4,253
2019 2,949 4,013 4,765 6,129 6,271
2020 2,709 5,021 9,129 10,860
2021 500 2,196 5,133
2022 820 4,552
2023 2,062
Total 50,757
All outstanding liabilities before 2014, net of reinsurance 30
Liabilities for claims and claims adjustment expenses, net of reinsurance (Other) $ 56,202
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Marine
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 3,388 $ 2,369 $ 545 $ 546 $ 544 $ 488 $ 488 $ 488 $ 488 $ 488 $ —
2015 1,717 3,435 2,744 678 680 — — — — —
2016 1,711 1,711 169 — — — — — —
2017 — — — — — — — —
2018 381 374 361 180 180 180 —
2019 360 234 12 93 93 38
2020 1,882 1,041 1,456 846 305
2021 5,612 5,001 4,301 2,252
2022 15,658 11,024 6,749
2023 20,894 17,806
Total $ 37,826 $ 27,150
Marine
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 101 $ 174 $ 545 $ 543 $ 516 $ 488 $ 488 $ 488 $ 488 $ 488
2015 — — — — — — — — —
2016 — — — — — — — —
2017 — — — — — — —
2018 — 180 180 180 180 180
2019 — 12 12 56 56
2020 1 96 477 541
2021 158 397 2,049
2022 691 4,274
2023 3,088
Total 10,676
All outstanding liabilities before 2014, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Other) $ 27,150
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Other
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 33,755 $ 30,844 $ 30,164 $ 29,722 $ 29,475 $ 29,407 $ 29,398 $ 29,590 $ 29,394 $ 29,394 $ —
2015 35,226 34,658 35,245 34,725 34,672 34,713 34,672 34,709 34,604 26
2016 39,571 42,903 42,934 43,010 42,979 42,845 42,858 42,802 221
2017 46,913 48,351 48,412 48,715 48,706 48,655 48,627 294
2018 58,858 63,363 62,984 62,714 62,628 63,126 585
2019 43,395 43,803 42,688 42,637 41,870 288
2020 59,653 53,565 57,044 55,300 3,103
2021 62,533 60,443 60,302 7,389
2022 37,193 32,776 21,958
2023 46,729 43,236
Total $ 455,529 $ 77,100
Other
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
(Unaudited - Supplementary Information)
2014 $ 19,329 $ 28,919 $ 29,532 $ 29,452 $ 29,446 $ 29,406 $ 29,397 $ 29,397 $ 29,393 $ 29,393
2015 14,778 32,338 34,655 34,536 34,514 34,540 34,546 34,568 34,579
2016 22,160 40,667 42,170 42,200 42,352 42,404 42,527 42,581
2017 24,130 45,145 47,869 48,005 48,091 48,282 48,333
2018 35,161 60,488 61,714 61,997 62,085 62,541
2019 19,844 38,466 40,058 40,624 41,582
2020 23,936 48,917 51,111 52,197
2021 37,578 51,208 52,913
2022 5,617 10,818
2023 3,493
Total 378,430
All outstanding liabilities before 2014, net of reinsurance ( 8 )
Liabilities for claims and claims adjustment expenses, net of reinsurance (Other) $ 77,092
For incurred and paid claims denominated in currencies other than U.S. dollars, the above tables are presented using the foreign exchange rate in effect at the current year-end date. As a result, all prior year information has been restated to reflect December 31, 2023, foreign exchange rates. This treatment prevents changes in foreign currency exchange rates from distorting the claims development between the years presented.
For assumed contracts, the Company does not generally receive claims information by accident year from the ceding insurers but instead receives claims information by the treaty year of the contract. Claims reported by the ceding insurer to the
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Company may have the covered losses occurring in an accident year other than the treaty year. Some incurred and paid claims have been allocated to the accident years for the loss development tables based on the proportion of premiums earned for each contract during such accident year.
For example, a one-year quota-share reinsurance treaty incepting on October 1, 2020 (with underlying policies each having a one-year duration) would have a 24-month period over which the premiums would be earned. Therefore, claims would be allocated to accident years 2020, 2021 and 2022 based on the proportion of the premiums earned during each accident year. For illustration of this contract, any claims reported during 2020 would be allocated to the 2020 accident year. For losses reported during 2021, the claims would be allocated between 2020 and 2021 based on the percentage of premiums earned during 2020 and 2021. Similarly, for losses reported during 2022 and thereafter, the losses would be allocated to the 2020, 2021 and 2022 accident years based on the proportion of premiums earned during each of those years. However, natural catastrophes and certain other large losses are addressed separately and are assigned to the accident year in which they occurred.
The reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expenses in the consolidated balance sheet is as follows:
December 31, 2023
Net outstanding liabilities
Multiline $ 247,929
General Liability 74,853
Motor Casualty 22,622
Motor Property 2,972
Property 48,914
Professional Liability 15,767
Workers' Compensation 55,792
Financial Lines 56,202
Marine 27,150
Other 77,092
Liabilities for claims and claims adjustment expenses, net of reinsurance 629,293
Add: Reinsurance recoverable on unpaid claims 25,687
Add: Unallocated claims adjustment expenses 6,087
Add: Allowance for credit losses 487
Total gross liabilities for unpaid claims and claim adjustment expense $ 661,554
The average historical annual percentage payout of net incurred claims (excluding health) at December 31, 2023, is as follows:
Years 1 2 3 4 5 6 7 8 9 10
(Unaudited - Supplementary Information)
Multiline 11.2 % 17.3 % 16.0 % 11.6 % 9.8 % 9.9 % 9.2 % 8.1 % 4.7 % 2.2 %
General Liability 4.7 % 13.6 % 13.1 % 12.5 % 18.2 % 27.5 % 6.9 % 3.0 % 0.4 % 0.1 %
Motor Casualty 49.5 % 35.8 % 7.7 % 3.6 % 1.5 % 0.9 % 0.8 % 0.2 % — % — %
Motor Property 53.3 % 40.8 % 4.9 % 1.0 % — % — % — % — % — % — %
Property 49.0 % 34.4 % 8.2 % 3.2 % 2.7 % 0.9 % 1.0 % 0.5 % 0.1 % — %
Professional Liability 2.7 % 9.8 % 14.3 % 12.7 % 8.7 % 7.3 % 5.6 % 2.3 % 2.6 % 34.0 %
Workers' Compensation 30.9 % 35.2 % 20.4 % 9.2 % 3.0 % 0.9 % 0.2 % 0.2 % — % — %
Financial Lines 18.5 % 33.8 % 23.6 % 12.0 % 4.1 % 3.7 % 1.7 % 1.5 % 1.1 % — %
Marine 4.3 % 25.2 % 40.0 % 2.3 % 11.3 % 1.7 % 15.2 % — % — % — %
Other 19.7 % 27.2 % 7.7 % 9.3 % 7.7 % 7.1 % 7.1 % 6.9 % 7.3 % — %
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The historical annual percentage payout pattern for health claims is excluded from the table above because health claims have short settlement periods, and including it would skew the results presented.
As a reinsurance entity, the Company generally does not receive detailed claims frequency information or claims counts from ceding insurers and third-party claim handlers. Due to the nature of the reinsurance contracts, the underlying insured reports claims to the insurer who cedes losses to the Company. The Company is contractually obligated to reimburse the ceding insurer for its share of the losses. While the Company has the right to conduct audits of the ceding insurer’s claims files, the insurer is generally not obligated to provide a detailed listing of claims counts or other claims frequency information. Therefore it is impracticable for the Company to present the cumulative number of reported claims by accident year.
8. RETROCESSION
From time to time, the Company purchases retrocessional coverage for one or more of the following reasons: to manage its overall exposure, reduce its net liability on individual risks, obtain additional underwriting capacity, and balance its underwriting portfolio. The Company records loss and loss adjustment expenses recoverable from retrocessionaires as assets.
The following table provides a breakdown of ceded reinsurance:
Year ended December 31
2023 2022 2021
Gross ceded premiums $ 42,762 $ 33,429 $ 41
Earned ceded premiums $ 43,653 $ 15,318 $ —
Loss and loss adjustment expenses ceded $ 25,554 $ 6,615 $ ( 12 )
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. The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:
December 31, 2023 December 31, 2022
Gross
Net of Collateral (1)
Gross
Net of Collateral (1)
A- or better by A.M. Best
$ 8,767 $ 8,767 $ 3,797 $ 3,792
Not rated
17,407 2,432 9,504 286
Total before provision
26,174 $ 11,199 $ 13,301 $ 4,078
Provision for credit losses
( 487 ) ( 62 )
Total loss and loss adjustment expenses recoverable, net
$ 25,687 $ 13,239
(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.
At December 31, 2023, we had 3 reinsurers (2022: 4) that accounted for 10% or more each of the total loss and loss adjustment expenses recoverable, net, for an aggregate gross amount of $ 20.4 million (2022: $ 11.1 million).
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9. DEBT AND CREDIT FACILITIES
Debt Obligations
The following table summarizes the Company’s outstanding debt obligations.
December 31, 2023 December 31, 2022
Term loans $ 74,062 $ —
Senior convertible notes — 79,610
Total principal amount 74,062 79,610
Accrued interest payable — 1,331
Less: deferred financing costs
( 781 ) ( 407 )
Total debt $ 73,281 $ 80,534
Term Loans
On June 16, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with a group of banks (the “Banks”), for which CIBC Bank USA is acting as administrative agent. The Credit Agreement provides, subject to certain customary conditions, for a delayed draw term loan facility (the “Loan Facility”), in an aggregate amount of $ 75.0 million. Outstanding loans (“Term Loans”) under the Facility will (i) amortize in equal quarterly installments in an aggregate annual amount equal to 5.0 % of the Term Loans and (ii) accrue interest at a rate equal to an adjusted term Secured Overnight Financing Rate (“SOFR”) plus 3.5 % per annum. The Company posted $ 10.0 million of collateral as security for the Loan Facility. The Loan Facility matures on August 1, 2026.
During the year ended December 31, 2023, the Company borrowed $ 75.0 M from the Loan Facility of which $ 63.4 million was used to repay all of the outstanding Convertible Senior Notes (see below), with the remaining proceeds for general corporate purposes. The Company also made $ 0.9 million partial repayment on the Term Loans. The interest rate on the outstanding Terms Loans was 8.9 % at December 31, 2023. To manage interest rate risk, the Company hedged 50% of the floating interest rate on the Term Loans (see Note 6).
The Company was in compliance with all covenants relating to the Loan Facility at December 31, 2023.
Senior Convertible Notes
On August 7, 2018, the Company issued $ 100.0 million of senior unsecured convertible notes (the “Convertible Notes”), with a maturity date of August 1, 2023. The Convertible Notes paid interest at 4.0 %, payable semi-annually on February 1 and August 1 of each year beginning February 1, 2019. The conversion price was $ 17.19 per ordinary share of the Company.
During the year ended December 31, 2023 the Company repurchased and canceled $ 17.5 million (2022: $ 20.4 million) of the Convertible Notes, respectively, resulting in realized gains of $ 0.3 million (2022: $ 0.3 million), which is included in “ Other income (expense), net ” in the consolidated statements of operations. As noted above, the Company fully repaid the remaining outstanding Convertible Notes on August 1, 2023, from the proceeds of the new Term Loans.
Financing Costs
The Company incurred $ 0.9 million of issuance costs relating to the Credit Agreement, which are deferred and amortized through the maturity of the Loan Facility. The remaining unamortized deferred financing costs are reported separately in the above table.
For the year ended December 31, 2023, the Company recognized interest expense of $ 5.3 million (2022: $ 4.2 million, 2021: $ 6.3 million) relating to the total debt, which included the interest coupon, the amortization of issuance costs and the change in fair value of the interest rate swap (see Note 6) .
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Credit Facilities
At December 31, 2023, the Company had the following letter of credit (“LOC”) facilities:
Capacity
LOCs issued
Termination Date
Citibank Europe plc ("Citi LOC") 1
$ 289,000 $ 276,756 August 20, 2024
CIBC Bank USA ("CIBC LOC")
200,000 13,903 December 21, 2024
$ 489,000 $ 290,659
1) Includes $ 14.0 million of uncommitted capacity.
The above LOCs issued are cash collateralized (see Note 5). The LOC facilities are subject to various customary affirmative, negative and financial covenants. At December 31, 2023, the Company was in compliance with all LOC facilities covenants.
Citi LOC
The Citi LOC facility automatically renews each year unless terminated by either party subject to a 120 days notice prior to termination date.
CIBC LOC
On December 22, 2023, through a subsidiary, the Company entered into a credit agreement with CIBC Bank USA for a $ 200.0 million committed LOC facility (the “CIBC LOC Facility”), with a $ 30.0 million sublimit for unsecured LOCs (the “CIBC Revolving Credit Facility”). Loans made under the CIBC Revolving Credit Facility, solely for supporting unsecured LOCs, will accrue interest at a rate of base rate plus 2.5 % per annum in the event that the beneficiary draws down on an unsecured LOC and the Company does not provide cash collateral within the stipulated period. The CIBC LOC Facility is subject to an automatic extension of one year without prior written notice by the Company. The CIBC Revolving Credit Facility expires after one year .
10. SHARE CAPITAL
Ordinary Shares
The following table is a summary of changes in ordinary shares issued and outstanding:
2023 2022 2021
Ordinary
Class A Class B Class A Class B Class A Class B
Balance – beginning of year — 28,569,346 6,254,715 27,589,731 6,254,715 28,260,075 6,254,715
Issue of shares, net of forfeitures 64,719 447,952 — 984,548 — 409,200 —
Repurchase of shares — — — ( 4,933 ) — ( 1,079,544 ) —
Re-designate Class B to Class A shares — 6,254,715 ( 6,254,715 ) — — — —
Reclassify Class A to Ordinary shares 35,272,013 ( 35,272,013 ) — — — — —
Balance – end of year 35,336,732 — — 28,569,346 6,254,715 27,589,731 6,254,715
The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $ 0.10 per share.
On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the re-designation of Class B ordinary shares as Class A ordinary shares, and then reclassified Class A ordinary shares as “ordinary shares”, resulting in the elimination of the dual-class share structure.
At December 31, 2023, the Company has an effective Form S-3 registration statement on file with the SEC for an aggregate principal amount of $ 200.0 million in securities.
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Share Repurchase Plan
On May 2, 2023, the Board of Directors re-approved the share repurchase plan effective from July 1, 2023 until June 30, 2024, authorizing the Company to repurchase up to $ 25.0 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. Any shares repurchased are canceled immediately upon repurchase. For the year ended December 31, 2023, there was no repurchase of ordinary shares (2022: 4,933 at an average price of $ 7.04 per share).
Preferred Shares
The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $ 0.10 each. At December 31, 2023, the Company has no issued and outstanding preferred shares.
11. SHARE-BASED COMPENSATION
On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan, or the 2023 Incentive Plan. The 2023 Incentive Plan replaces the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan, or the 2004 Stock Incentive Plan. The aggregate number of ordinary shares that are available to be delivered pursuant to awards granted under the 2023 Incentive Plan is equal to the sum of (i) 2,000,000 shares, and (ii) any shares that remained or otherwise become available under the 2004 Stock Incentive Plan as of July 25, 2023. If, after July 25, 2023, any award granted under the 2023 Incentive Plan or the 2004 Stock Incentive Plan is forfeited or otherwise expires, terminates or is canceled , then the number of ordinary shares subject to such award that were not issued shall become available for issuance under the 2023 Incentive Plan. The 2023 Incentive Plan is administered by the Compensation Committee of the Board of Directors.
At December 31, 2023, 3,296,771 (2022: 2,011,426 ) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan. Under this plan, the Company is authorized to issue restricted shares, RSUs, and stock options. Share-based awards contain restrictions relating to vesting (service-based and/or performance-based), forfeiture in the event of termination of employment, transferability, and other matters.
Employee and Director Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards:
Performance Restricted Shares Service Restricted Shares
Number of
non-vested
restricted
shares Weighted
average
grant date
fair value Number of
non-vested
restricted
shares Weighted
average
grant date
fair value
Balance at December 31, 2021 193,149 $ 10.10 753,407 $ 8.68
Granted 601,213 6.82 356,422 7.02
Vested — — ( 268,457 ) 9.38
Forfeited — — ( 8,476 ) 7.67
Balance at December 31, 2022 794,362 $ 7.62 832,896 7.76
Granted 357,766 10.84 242,957 10.58
Vested — — ( 599,942 ) 8.74
Forfeited ( 109,440 ) 9.37 ( 56,307 ) 8.44
Balance at December 31, 2023 1,042,688 $ 9.94 419,604 $ 9.18
For the year ended December 31, 2023, the Company issued to non-employee directors an aggregate of 65,394 (2022: 107,763 ) restricted ordinary shares as part of their remuneration for services to the Company (included in “Service Restricted Shares” column in the above table). They will vest on the earlier of (i) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company.
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For the year ended December 31, 2023, the Company granted to employees (i) 357,766 (2022: 601,213 ) restricted shares with both performance and service-based vesting conditions (“Performance RSs”) and (ii) 177,563 (2022: 248,659 ) restricted shares with only service-based vesting conditions (“Service RSs”). Most of these 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 %.
Prior to fiscal year 2021, the Company issued ordinary shares to the Chief Executive Officer (“CEO”) pursuant to the Company’s stock incentive plan (“CEO RSs”). These shares contain performance and service conditions and certain restrictions relating to, among other things, vesting, forfeiture in the event of termination of the CEO’s employment, and transferability. 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. At December 31, 2023, there were 162,489 non-vested CEO RSs with a weighted average grant date fair value of $ 9.00 per share. As the performance conditions associated with these restricted shares have not been met, the Company recognized no compensation cost relating to the unvested CEO RSs for the years ended December 31, 2023, 2022, and 2021. During the year ended December 31, 2023, the Company modified certain share-based awards previously granted to the CEO in connection with the Separation Agreement (see Note 15), resulting in an incremental share-based compensation charge of $ 1.5 million (see below “Stock Compensation Expense”).
At December 31, 2023, there was $ 3.0 million (2022: $ 3.3 million) of unrecognized compensation cost relating to non-vested restricted shares (excluding the above CEO RSs), which the Company expects to recognize over a weighted-average period of 1.4 years (2022: 1.4 years). For the year ended December 31, 2023, the total fair value of restricted shares vested was $ 5.2 million (2022: $ 2.5 million).
Employee Restricted Stock Units
The following table summarizes the activity for unvested outstanding RSUs:
Performance RSUs
Service RSUs
Number of
non-vested
RSUs Weighted
average
grant date
fair value Number of
non-vested
RSUs Weighted
average
grant date
fair value
Balance at December 31, 2021 — $ — 154,134 $ 8.59
Granted 105,008 6.82 54,207 6.82
Vested — — ( 35,389 ) 10.84
Forfeited — — — —
Balance at December 31, 2022 105,008 $ 6.82 172,952 7.58
Granted 71,121 9.85 42,811 9.85
Vested — — ( 77,695 ) 6.74
Forfeited ( 21,684 ) 8.15 ( 27,643 ) 8.62
Balance at December 31, 2023 154,445 $ 8.03 110,425 $ 8.78
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. From 2022, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. 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 %.
At December 31, 2023, the total compensation cost related to non-vested RSUs not yet recognized was $ 0.4 million (2022: $ 0.6 million), which the Company expects to recognize over a weighted-average period of 1.5 years (2022: 1.6 years).
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Employee and Director Stock Options
The following table summarizes the stock option activity:
Number of
options outstanding Weighted
average
exercise
price Weighted
average
grant date
fair value Intrinsic value
($ in millions) Weighted average remaining contractual term
Balance at December 31, 2021 735,627 22.35 10.23 — 4.7 years
Expired ( 45,290 ) 23.80 11.04
Balance at December 31, 2022 690,337 22.25 10.18 — 4.0 years
Expired ( 38,197 ) 26.44 13.09
Balance at December 31, 2023 652,140 $ 22.01 $ 10.01 $ — 3.2 years
The following table summarizes information about options exercisable:
December 31, 2023 December 31, 2022 December 31, 2021
Number of options exercisable 652,140 610,337 575,627
Weighted-average exercise price $ 22.01 $ 22.39 $ 22.67
Weighted-average remaining contractual term 3.2 3.9 4.5
Intrinsic value ($ in millions) $ — $ — $ —
During the year ended December 31, 2023, 80,000 (2022: 80,000 ) options vested. They had a weighted average grant date fair value of $ 9.60 (2022: $ 9.60 ). All outstanding options are fully vested and exercisable.
Stock Compensation Expense
For the year ended December 31, 2023, the Company recorded $ 6.1 million (2022: $ 4.7 million, 2021: $ 3.2 million) of total stock compensation expense (net of forfeitures), including the incremental costs for modified grants. The stock compensation expense is included in “ General and administrative expenses ” in the consolidated statements of operations. Forfeiture recoveries were immaterial for the current and last two fiscal years.
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12. EARNINGS PER SHARE
The following table reconciles net income and weighted average shares used in computing basic and diluted net income per share:
Year ended December 31
2023 2022 2021
Numerator for earnings per share
Net income - basic $ 86,830 $ 25,342 $ 17,578
Add: interest on convertible notes — 4,201 —
Less: gain on debt repurchases — ( 343 ) —
Net income - diluted
$ 86,830 $ 29,200 $ 17,578
Denominator for earnings per share
Weighted average shares outstanding - basic 34,067,974 33,908,156 34,204,364
Effect of dilutive employee and director share-based awards 729,885 368,096 146,652
Shares potentially issuable in connection with convertible notes — 5,493,538 —
Weighted average shares outstanding - diluted 34,797,859 39,769,790 34,351,016
Anti-dilutive stock options outstanding 652,140 690,337 735,627
Earnings per share
Basic $ 2.55 $ 0.75 $ 0.51
Diluted 2.50 0.73 0.51
13. NET INVESTMENT INCOME
The following table provides a breakdown of net investment income:
Year ended December 31
2023 2022 2021
Interest and dividend income, net of withholding taxes and other expenses $ 35,629 $ 4,466 $ ( 1,660 )
Net realized and unrealized gains on other investments (see Note 4) 1,738 9,673 33,725
Net investment-related income 37,367 14,139 32,065
Share of SILP's net income (see Note 3) 28,696 54,844 18,087
Total investment income $ 66,063 $ 68,983 $ 50,152
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14. INCOME TAXES
Components of Income Taxes
The following table shows the breakdown of the Company’s current and deferred income tax benefit (expense) on a consolidated basis:
Year ended December 31
2023 2022 2021
Current tax (expense) benefit
Europe $ ( 587 ) $ ( 30 ) $ ( 10 )
U.S. ( 100 ) 846 ( 3,734 )
Deferred tax (expense) benefit
Europe ( 1,698 ) ( 442 ) ( 254 )
U.S. — — ( 2 )
Decrease in deferred tax valuation allowance 2,285 442 254
Income tax (expense) benefit $ ( 100 ) $ 816 $ ( 3,746 )
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. The Company has an undertaking from the Governor-in-Cabinet of the Cayman Islands, pursuant to the provisions of the Tax Concessions Act, as amended, that, in the event that the Cayman Islands enacts any legislation that imposes a tax on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, such tax will not be applicable to GLRE, Greenlight Re nor their respective operations, or to the ordinary shares or related obligations, before February 1, 2025.
Verdant is incorporated in Delaware and therefore is subject to taxes in accordance with the U.S. federal rates and regulations prescribed by the U.S. Internal Revenue Service (“IRS”). Verdant’s taxable income is generally expected to be taxed at a marginal rate of 21% (2022: 21%). Verdant’s tax years 2019 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.
Greenlight Re UK and GCM are incorporated in the United Kingdom and therefore are subject to the U.K. corporate tax rate of 25% (2022 and 2021: 19%) on their respective profits.
Deferred Tax Assets
The following table provides details of the significant components of deferred tax assets:
December 31, 2023 December 31, 2022
Deferred tax assets:
Operating and capital loss carryforwards
$ 1,087 $ 2,785
Deferred tax assets before valuation allowance
1,087 2,785
Valuation allowance
— ( 2,285 )
Deferred tax assets, net of valuation allowance
$ 1,087 $ 500
At December 31, 2023, the Company has determined that it is more likely than not that it will fully realize the recorded deferred tax asset in the future based 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.
Tax Loss Carryforwards
At December 31, 2023, GRIL had a net operating loss carryforward of $ 8.7 million (2022: $ 20.4 million) which can be carried forward indefinitely.
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15. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
Each of DME, DME II, and DME Advisors is an affiliate of the Chairman and, therefore, is a related party to the Company.
The Company has entered into the SILP LPA (as described in Note 3 of the consolidated financial statements). DME II receives a performance allocation equal to (with capitalized terms having the meaning provided under the SILP LPA) (a) 10 % of the portion of the Positive Performance Change for each limited partner’s capital account that is less than or equal to the positive balance in such limited partner’s Carryforward Account, plus (b) 20 % of the portion of the Positive Performance Change for each limited partner’s capital account that exceeds the positive balance in such limited partner’s Carryforward Account. The Carryforward Account for Greenlight Re and GRIL includes the amount of investment losses to be recouped, including any loss generated on the assets invested in SILP, subject to adjustments for redemptions. The loss carry-forward provision in the SILP LPA allows DME II to earn a reduced performance allocation of 10 % of profits in years subsequent to any year in which SILP has incurred a loss until all losses are recouped, and an additional amount equal to 150 % of the loss is earned.
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). On September 1, 2018, SILP entered into the IAA with DME Advisors, which entitles DME Advisors to a monthly management fee equal to 0.125 % ( 1.5 % on an annual basis) of each limited partner’s Investment Portfolio. The IAA has an initial term ending on August 31, 2023, subject to an automatic extension for successive three-year terms.
For a detailed breakdown of management fees and performance compensation for the years ended December 31, 2023, 2022, and 2021, refer to Note 3.
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. 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.
Green Brick Partners, Inc.
David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At December 31, 2023, SILP, along with certain affiliates of DME Advisors, collectively owned 27.1 % 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. At December 31, 2023, SILP held 2.7 million shares of GRBK.
Service Agreement
The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.
Collateral Assets Investment Management Agreement
Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the SILP LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
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Separation Agreement with CEO
On November 3, 2023, the Company entered into a Deed of Settlement and Release (“Separation Agreement”) with the CEO (Mr. Simon Burton) pursuant to which Mr. Burton’s employment with the Company would terminate by mutual consent, including resignation from the Board of Directors, effective as of December 31, 2023. The following is a summary of the material financial terms of the Separation Agreement:
• $ 2.4 million cash severance payable over 18 months and $ 0.3 million salary continuance to April 30, 2024 (these have been accrued and included in “ Other liabilities ” in the consolidated balance sheets at December 31, 2023);
• $ 1.5 million non-cash charge for accelerated vesting for Mr. Burton’s remaining 235,936 service restricted shares and modified vesting condition for Mr. Burton’s remaining 532,035 performance restricted shares in which the service condition is no longer a requirement for vesting (see Note 11) ; and
• $ 1.6 million grant date fair value of performance restricted shares to be granted in March 2024.
As a result of the above Separation Agreement, for the year ended December 31, 2023, the Company recognized a total charge of $ 4.3 million including the incremental share-based compensation cost for the modified grants, which is included in “ General and administrative expenses ” in the consolidated statements of operations.
16. COMMITMENTS AND CONTINGENCIES
a) Concentration of Credit Risk
Cash and cash equivalents
The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.
Investments
The Company’s credit risk exposure to private debt and convertible debt securities within its “ Other investments ” are immaterial (see Note 4).
Reinsurance balances receivable, net
The following table shows the breakdown of reinsurance balances receivable:
December 31, 2023 December 31, 2022
Amount
%
Amount
%
Premiums receivable
$ 186,940 30.2 % $ 160,559 31.8 %
Funds withheld:
Funds held by cedants
50,075 8.1 % 45,351 9.0 %
Premiums held by Lloyds' syndicates
264,278 42.7 % 188,056 37.2 %
Funds at Lloyd’s
115,772 18.6 % 103,947 20.5 %
Profit commission receivable
2,302 0.4 % 4,888 1.0 %
Deposit assets
888 0.1 % 3,110 0.6 %
Total before provision
620,255 100.1 % 505,911 100.1 %
Provision for expected credit losses
( 854 ) ( 0.1 ) % ( 356 ) ( 0.1 ) %
Reinsurance balances receivable, net
$ 619,401 100.0 % $ 505,555 100.0 %
The Company has posted deposits at Loyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456 (see Note 18). Lloyd’s has a credit rating of “A” (Excellent) from A.M. Best.
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Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customer on the Company’s behalf. The Company monitors its concentration of credit risks from brokers (see Note 17) . The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents. Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.
Loss and loss adjustment expenses recoverable, net
The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 8 for analysis of concentration of credit risk relating to retrocessionaires.
b) Lease Obligations
The Company operates in the Cayman Islands, United Kingdom, and Ireland under various non-cancelable operating lease agreements. The Company’s weighted-average remaining operating lease term is approximately 2.5 years at December 31, 2023.
As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 6.0 % to determine the present value of lease payments. This discount rate represents the Company’s incremental borrowing rate for a term similar to that of the associated lease based on information available at the commencement date. 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 borrowing term.
At December 31, 2023, the right-of-use assets and lease liabilities relating to the operating leases were $ 1.4 million and $ 1.5 million, respectively (2022: $ 1.9 million and $ 2.0 million, respectively). For the year ended December 31, 2023, the Company recognized operating lease expense $ 0.6 million (2022: $ 0.6 million, 2021: $ 0.4 million).
At December 31, 2023, the commitment for operating lease liabilities for future annual periods was as follows:
Year ending December 31,
2024 $ 637
2025 653
2026 352
Total lease payments 1,642
Less Imputed Interest ( 142 )
Present value of lease liabilities $ 1,500
c) Litigation
From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.
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17. SEGMENT REPORTING
The Company has one operating segment: Property & Casualty Reinsurance.
A significant portion of the Company’s business is sourced through reinsurance brokers. The following table sets forth the brokers and their subsidiaries that generated more than 10% of our premiums.
Year ended December 31, Broker Premiums
% of Total Premiums
2023
Guy Carpenter (Marsh) $ 122,766 19.3 %
Aon Benfield 91,642 14.4 %
33.7 %
2022
Aon Benfield $ 159,421 28.3 %
Gallagher Re 91,239 16.2 %
44.5 %
2021
Guy Carpenter (Marsh) $ 178,336 31.5 %
Aon Benfield 139,044 24.6 %
BMS Group 63,958 11.3 %
67.4 %
The following tables provide a breakdown of the Company’s gross premiums written by line and class of business, and by geographic area of risks insured for the periods indicated:
Gross Premiums Written by Line of Business
Year ended December 31
2023 2022 2021
Property
Commercial $ 51,859 8.1 % $ 14,750 2.6 % $ 10,853 1.9 %
Motor 671 0.1 2,346 0.4 29,953 5.3
Personal 60,761 9.5 68,227 12.1 12,141 2.1
Total Property 113,291 17.8 85,323 15.2 52,947 9.4
Casualty
General Liability 96,535 15.2 60,276 10.7 18,037 3.2
Motor Liability 16,223 2.5 8,601 1.5 118,251 20.9
Professional Liability 11,953 1.9 1,921 0.3 316 0.1
Workers' Compensation 10,034 1.6 28,381 5.0 62,188 11.0
Multi-line 216,292 34.0 225,924 40.1 180,321 31.9
Total Casualty 351,037 55.1 325,103 57.7 379,113 67.1
Other
Accident & Health 8,339 1.3 8,947 1.6 31,612 5.6
Financial 56,114 8.8 66,528 11.8 66,612 11.8
Marine 31,138 4.9 22,700 4.0 10,652 1.9
Other Specialty 76,891 12.1 54,570 9.7 24,457 4.3
Total Other 172,482 27.1 152,745 27.1 133,333 23.6
$ 636,810 100.0 % $ 563,171 100.0 % $ 565,393 100.0 %
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Gross Premiums Written by Geographic Area of Risks Insured
Year ended December 31
2023 2022 2021
U.S. and Caribbean $ 254,792 40.0 % $ 295,428 52.4 % $ 316,015 55.9 %
Worldwide (1)
321,578 50.5 242,561 43.1 240,285 42.5
Asia
46,936 7.4 20,334 3.6 4,609 0.8
Europe
13,504 2.1 4,848 0.9 4,484 0.8
$ 636,810 100.0 % $ 563,171 100.0 % $ 565,393 100.0 %
(1) “Worldwide” is composed of contracts that reinsure risks in more than one geographic area and may include risks in the U.S.
18. STATUTORY REQUIREMENTS
The Company’s reinsurance operations are subject to insurance laws and regulations in the jurisdictions in which they operate, principally in the Cayman Islands and in Ireland. Additionally, the Company’s Syndicate 3456 is regulated by Lloyd’s. These regulations include certain restrictions on the amount of dividends or other distribution, such as loans or cash advances, available to shareholders without prior approval of the respective regulatory authorities.
The statutory capital and surplus and required minimum statutory capital and surplus of the Company’s most significant regulated reinsurance operations are detailed below:
Cayman Islands
Ireland
At December 31,
2023
2022
2023
2022
Statutory capital and surplus
569,044 $ 474,985 58,721 68,881
Required statutory capital surplus
256,586 226,507 39,367 41,859
Excess statutory capital
312,458 $ 248,478 19,354 $ 27,022
The statutory net income for the Company’s most significant regulated reinsurance operations were as follows:
Greenlight Re
GRIL
Year ended December 31, 2023
$ 85,464 $ 11,479
Year ended December 31, 2022
$ 32,290 $ 4,612
Year ended December 31, 2021
$ 15,912 $ 3,800
Cayman Islands
Greenlight Re is subject to the Cayman Islands’ Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations, (2018 Revision) (the “Insurance Regulations”). Under this Insurance Regulations, Greenlight Re is required to maintain minimum statutory capital and surplus equal to the greater of: a) the Minimum Capital Requirement of $ 50.0 million and b) the Prescribed Capital Requirement (“PCR”) as defined in the Insurance Regulations.
Greenlight Re is not required to prepare statutory financial statements for filing with CIMA. There were no material differences between Greenlight Re’s GAAP capital, surplus, and net income and its statutory capital, surplus, and net income at December 31, 2023 and 2022, and for the years then ended.
Any dividends declared and paid from Greenlight Re to the Company requires CIMA’s approval. During the year ended December 31, 2023, $ 8.3 million of dividends (2022: $ 60.1 million, 2021: $ 4.0 million) were declared or paid by Greenlight Re to the Company. The dividends were approved by CIMA and resulted in the return of additional share capital to the Company. The dividends were used primarily to repurchase and repay the Company’s Convertible Notes (see Note 9). At December 31, 2023, $ 312.5 million (2022: $ 248.5 million) of Greenlight Re’s capital and surplus was available for distribution as dividends.
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Ireland
Effective January 1, 2016, the Company’s Irish subsidiary (GRIL) is obligated to maintain at all times the Minimum Capital Requirement (“Irish MCR”) and the Solvency Capital Requirement (“SCR”) as calculated by reference to Solvency II definition.
There were no material differences between the statutory financial statements and statements prepared in accordance with U.S. GAAP for GRIL at December 31, 2023 and 2022, and for the years then ended.
The amount of dividends that GRIL is permitted to distribute is limited to its retained earnings. The Central Bank of Ireland has powers to intervene if a dividend payment were to breach regulatory capital requirements. At December 31, 2023 and 2022, none of GRIL’s capital and surplus was available for distribution as dividends.
Lloyd’s of London
The Company operates in the Lloyd’s market through its corporate member, GCM, which provides 100% of Syndicate 3456’s capital support. Syndicate 3456 is managed by a third party managing agency. GCM and Syndicate 3456 are bound by the rules of Lloyd’s, which are prescribed by Bye-laws and Requirements made by the Council of Lloyd’s under powers conferred by the Lloyd’s Act 1982. These rules prescribe members’ membership subscription, the level of their contributions to the Lloyd’s Central Fund and the assets they must deposit with Lloyd’s in support of their underwriting. Further, the Council of Lloyd’s has broad powers to sanctions breaches of its rules, including the power to restrict or prohibit a member’s participation on Lloyd’s syndicates.
The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit, known as “Funds at Lloyds” or “FAL”, in the form of cash, certain investment securities, or letters of credit. The FAL is not available for distributions for the payment of dividends or for working capital requirements. Further, corporate members may also be required to maintain funds under the control of Lloyd’s in excess of their capital requirements and such funds also may not be available for distribution for the payment of dividends. The amount of FAL for Syndicate 3456 is determined by Lloyd’s and is based on Syndicate 3456’s solvency and capital requirement based on an internal capital model. See Note 16 for total FAL for Syndicate 3456 and other syndicates in which the Company has a participation interest.
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SCHEDULE I
GREENLIGHT CAPITAL RE, LTD.
SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 2023
(expressed in thousands of U.S. dollars)
Type of Investment Cost Fair Value Balance
Sheet Value
Other investments:
Private investments and unlisted equities $ 28,470 $ 71,157 $ 71,157
Debt and convertible debt securities 2,499 2,136 2,136
Total other investments 30,969 73,293 73,293
Total investments - other than investments in related parties $ 30,969 $ 73,293 $ 73,293
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SCHEDULE II
GREENLIGHT CAPITAL RE, LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS — PARENT COMPANY ONLY
(expressed in thousands of U.S. dollars)
December 31, 2023 December 31, 2022
Assets
Cash and cash equivalents $ 1,924 $ 975
Investment in subsidiaries 667,732 554,438
Due from subsidiaries — 28,400
Other assets 628 753
Total assets $ 670,284 $ 584,566
Liabilities and equity
Liabilities
Debt $ 73,281 $ 80,534
Other liabilities 712 81
Due to subsidiaries 196 831
Total liabilities 74,189 81,446
Shareholders’ equity
Share capital 3,534 3,482
Additional paid-in capital 484,532 478,439
Retained earnings 108,029 21,199
Total shareholders’ equity 596,095 503,120
Total liabilities and equity $ 670,284 $ 584,566
GREENLIGHT CAPITAL RE, LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENT OF OPERATIONS — PARENT COMPANY ONLY
(expressed in thousands of U.S. dollars)
Year ended December 31
2023 2022 2021
Revenue
Net investment income $ 5 $ 1 $ 22
Other income (expense) 239 366 —
Total revenues 244 367 22
Expenses
General and administrative expenses 9,042 6,887 4,263
Interest expense 5,344 4,201 6,263
Total expenses 14,386 11,088 10,526
Net income (loss) before equity in earnings of consolidated subsidiaries ( 14,142 ) ( 10,721 ) ( 10,504 )
Equity in earnings of consolidated subsidiaries 100,972 36,063 28,082
Consolidated net income $ 86,830 $ 25,342 $ 17,578
Comprehensive income $ 86,830 $ 25,342 $ 17,578
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SCHEDULE II (continued)
GREENLIGHT CAPITAL RE, LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS — PARENT COMPANY ONLY
(expressed in thousands of U.S. dollars)
Year ended December 31
2023 2022 2021
Cash flows from operating activities
Net income $ 86,830 $ 25,342 $ 17,578
Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities:
Equity in earnings of consolidated subsidiaries ( 100,972 ) ( 36,063 ) ( 28,082 )
Net realized gain on repurchase of convertible senior notes payable ( 265 ) ( 343 ) —
Net change in unrealized gains and losses on investments — — —
Share-based compensation expense 5,550 4,028 2,813
Accretion of debt offering costs and change in interest accruals ( 1,696 ) 79 2,263
Net change in
Due from subsidiaries 28,400 ( 28,400 ) —
Other assets 125 ( 753 ) —
Other liabilities 631 ( 69 ) 150
Due to subsidiaries ( 635 ) ( 2,071 ) 1,050
Net cash provided by (used in) operating activities 17,968 ( 38,250 ) ( 4,228 )
Cash flows from investing activities
Change in notes receivable
— — 10,706
Contributed surplus (to) from subsidiaries, net
( 11,727 ) 58,568 4,000
Net cash provided by (used in) investing activities ( 11,727 ) 58,568 14,706
Cash flows from financing activities
Proceeds from term loans 75,000 — —
Repayment of convertible senior notes payable ( 62,147 ) — —
Repurchases of convertible senior notes payable ( 17,198 ) ( 19,793 ) —
Repurchase of Class A ordinary shares — ( 35 ) ( 10,000 )
Net cash used in financing activities ( 4,345 ) ( 19,828 ) ( 10,000 )
Net increase (decrease) in cash and cash equivalents 1,896 490 478
Cash and cash equivalents at beginning of the year 975 485 7
Cash and cash equivalents at end of the year $ 2,871 $ 975 $ 485
Supplementary information
Non cash consideration from (to) subsidiaries, net $ ( 595 ) $ ( 656 ) $ ( 415 )
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SCHEDULE III
GREENLIGHT CAPITAL RE, LTD.
SUPPLEMENTARY INSURANCE INFORMATION
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021
(expressed in thousands of U.S. dollars)
Year Segment Deferred
acquisition
costs, net Reserves
for losses
and loss
adjustment
expenses
– gross Unearned
premiums
– gross Net
premiums
earned Total
investment related
income (loss) Net losses,
and loss
adjustment
expenses Amortization
of deferred
acquisition
costs Other
operating
expenses Gross
premiums
written
2023 Property & Casualty $ 79,956 $ 661,554 $ 306,310 $ 583,147 $ 66,063 $ 360,004 $ 168,877 $ 43,240 $ 636,810
2022 Property & Casualty $ 82,391 $ 555,468 $ 307,820 $ 469,477 $ 68,983 $ 316,485 $ 143,148 $ 31,606 $ 563,171
2021 Property & Casualty $ 63,026 $ 524,010 $ 227,584 $ 539,279 $ 50,152 $ 374,980 $ 144,960 $ 29,369 $ 565,393
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SCHEDULE IV
GREENLIGHT CAPITAL RE, LTD.
SUPPLEMENTARY REINSURANCE INFORMATION
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021
(expressed in thousands of U.S. dollars)
Year Segment Direct gross
premiums Premiums
ceded to
other companies Premiums
assumed from
other companies Net written premiums Percentage of
amount
assumed to net
2023 Property & Casualty $ — $ 42,762 $ 636,810 $ 594,048 107 %
2022 Property & Casualty $ — $ 33,429 $ 563,171 $ 529,742 106 %
2021 Property & Casualty $ — $ 41 $ 565,393 $ 565,352 100 %
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