Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(b) and 15d-15(b) of the Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, at December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in Company reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company’s independent registered public accounting firm due to a transition period established by the rules of SEC for newly public companies.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Control
There are inherent limitations to the effectiveness of any controls. Our Board of Directors and management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. Controls, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls are met. Further, we believe that the design of controls must reflect appropriate resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in controls, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Hamilton Group have been detected.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
None.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item relating to our directors, executive officers and corporate governance shall be incorporated herein by reference to information found in our Proxy Statement for the Annual General Meeting of Shareholders to be held on June 4, 2024. We intend to file our Proxy Statement no later than 120 days after the close of the fiscal year.
We have adopted a Code of Conduct and Ethics within the meaning of Item 406 of Regulation S-K of the Exchange Act that applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions. The Code of Conduct and Ethics is available free of charge on our website www.hamiltongroup.com. We will also provide a printed version of the Code of Conduct and Ethics to any shareholder who requests it. We intend to disclose any amendments to our Code of Conduct and Ethics by posting such information on our website. Any waivers of our Code of Conduct and Ethics applicable to our directors, principal executive officer, principal financial officer, principal accounting officer or controller and other persons who perform similar functions will be disclosed on our website or by filing a Form 8-K, as required.
Item 11. Executive Compensation
The information required by this Item relating to executive compensation is incorporated herein by reference to information included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders to be held on June 4, 2024. We intend to file our Proxy Statement no longer than 120 days after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item relating to security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans is incorporated herein by reference to information included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders to be held on June 4, 2024. We intend to file our Proxy Statement no longer than 120 days after the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item relating to certain relationships and related transactions and director independence is incorporated herein by reference to information included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders to be held on June 4, 2024. We intend to file our Proxy Statement no longer than 120 days after the close of the fiscal year.
Item 14. Principal Accounting Fees and Services
The information required by this Item relating to principal accountant fees and services is incorporated herein by reference to information included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders to be held on June 4, 2024. We intend to file our Proxy Statement no longer than 120 days after the close of the fiscal year.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
The audited consolidated financial statements of Hamilton Insurance Group, Ltd. and related Notes thereto are listed in the accompanying Index to the Consolidated Financial Statements and are filed as part of this Form 10-K.
Financial Statement Schedules
The Schedules to the audited consolidated financial statements of Hamilton Insurance Group, Ltd. are listed in the accompanying Index to the Consolidated Financial Statements and are filed as a part of this Form 10-K.
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Exhibit Index
Exhibit No. Description
3.1 Memorandum of Association of Hamilton Insurance Group, Ltd. (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
3.2 Fourth Amended and Restated Bye-laws of Hamilton Insurance Group, Ltd. (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
3.3* Certificate of Deposit of Memorandum of Increase of Share Capital of Hamilton Insurance Group, Ltd. delivered to the Registrar of Companies on January 8, 2014
3.3.1* Certificate of Deposit of Memorandum of Increase of Share Capital of Hamilton Insurance Group, Ltd. delivered to the Registrar of Companies on September 27, 2023
4.1 Registration Rights Agreement, dated as of December 23, 2013, by and among Hamilton Insurance Group, Ltd. and the parties set forth therein (incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
4.2* Shareholders Agreement, dated as of November 14, 2023, by and among Hamilton Insurance Group, Ltd. and the parties set forth therein
4.3* Description of Securities
10.1 Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.2† Hamilton Insurance Group, Ltd. 2013 Equity Incentive Plan and Form of Award Agreements (incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.3† Hamilton Insurance Group, Ltd. 2023 Equity Incentive Plan and Form of Award Agreements (incorporated by reference to Exhibit 99 of the Registration Statement on Form S-8 (File No. 333-275463) filed on November 9, 2023)
10.3.1† Form of Restricted Stock Unit Award Agreement (Time Vesting) and Hamilton Insurance Group, Ltd. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 of the Registration Statement on Form S-8 (File No. 333-275463) filed on November 9, 2023)
10.3.2† Form of Restricted Stock Unit Award Agreement (Performance Vesting) and Hamilton Insurance Group, Ltd. 2023 Equity Incentive Plan incorporated by reference to Exhibit 99.4 of the Registration Statement on Form S-8 (File No. 333-275463) filed on November 9, 2023)
10.4† Hamilton Insurance Group, Ltd. Value Appreciation Pool Rules and Form of Award Agreement (incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.5† Amended and Restated Employment Agreement, dated as of September 12, 2023, between Hamilton Insurance Group, Ltd. and Giuseppina C. Albo (incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.5.1*† Addendum A dated March 6, 2024 to Amended and Restated Employment Agreement, dated as of September 12, 2023, between Hamilton Insurance Group, Ltd. and Giuseppina C. Albo
10.6† Employment Agreement, dated as of April 27, 2021, between Hamilton U.S. Services LLC and Craig Howie (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.6.1*† Employment Agreement, dated as of March 6, 2024, between Hamilton Insurance Group, Ltd. and Craig Howie
10.7† Employment Agreement, dated as of September 1, 2020, between Hamilton BDA Services Limited and Megan Thomas (incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.7.1*† Addendum A dated March 6, 2024 to Employment Agreement, dated as of September 1, 2020, between Hamilton BDA Services Limited and Megan Thomas
10.8† Contract of Employment, dated March 18, 2021, between Hamilton UK Services Limited and Adrian Daws (incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.8.1*† Addendum A dated March 6, 2024 to Contract of Employment, dated March 18, 2021, between Hamilton UK Services Limited and Adrian Daws
10.9† Employment Agreement, dated as of January 4, 2021, between Hamilton BDA Services Limited and Peter Skerlj (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.9.1† Separation Agreement, dated as of September 27, 2022, between Peter Skerlj and Hamilton BDA Services Limited, as amended as of December 20, 2022 (incorporated by reference to Exhibit 10.12 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
150
10.10 Fifth Amendment to Term Loan Credit Agreement, dated as of June 23, 2022 (incorporated by reference to Exhibit 10.13 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.11 Fifth Amended and Restated Credit Agreement, dated as of June 23, 2022 (incorporated by reference to Exhibit 10.14 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.12 Amendment and Restatement Agreement, dated as of November 1, 2022 (incorporated by reference to Exhibit 10.15 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.13 Letter of Credit, dated as of August 13, 2021, among Hamilton Re, Ltd., Hamilton Insurance Designated Activity Company, Hamilton Insurance Group, Ltd. and Bank of Montreal, as amended by that certain First Amendment to Letter of Credit Agreement, dated as of August 11, 2023 (incorporated by reference to Exhibit 10.16 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.14.1* First Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2017
10.14.2* Second Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2018
10.14.3* Third Amendment to Third Amended and Restated Reimbursement Agreement, dated as of May 7, 2019
10.14.4* Fourth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 16, 2019
10.14.5* Fifth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 30, 2019
10.14.6 Sixth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 29, 2020
10.14.7* Seventh Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 28, 2021
10.14.8 Eighth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 27, 2022 (incorporated by reference to Exhibit 10.17 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.14.9 Ninth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of July 5, 2023 2022 (incorporated by reference to Exhibit 10.17.1 of the Registration Statement on Form S-1 (File No. 333-275000) filed on November 1, 2023)
10.14.10 Tenth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of October 26, 2023 (incorporated by reference to Exhibit 10.17.2 of the Registration Statement on Form S-1 (File No. 333-275000) filed on November 1, 2023)
10.14.11* Eleventh Amendment to Third Amended and Restated Reimbursement Agreement, dated as of November 24, 2023
10.14.12* Twelfth Amendment to Third Amended and Restated Reimbursement Agreement, dated as of January 30, 2024
10.15 Commitment Agreement with Two Sigma Investments, LP, effective as of July 1, 2023 (incorporated by reference to Exhibit 10.18 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.16 Amended and Restated Investment Management Agreement, dated as of July 1, 2023, between Two Sigma Hamilton Fund, LLC and Two Sigma Investments, LP. (incorporated by reference to Exhibit 10.19 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.17 Fifth Amended and Restated Limited Liability Company Agreement of Two Sigma Hamilton Fund, LLC, dated as of July 1, 2023 (incorporated by reference to Exhibit 10.20 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.18 Investment Management Agreement, dated as of April 25, 2018 between DWS Investment Management Americas, Inc. (formerly Deutsche Investment Management Americas Inc.) and Hamilton Insurance Group, Ltd., for itself and its subsidiaries and affiliates (incorporated by reference to Exhibit 10.21 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.19 Amended and Restated Discretionary Investment Management Agreement, dated as of June 6, 2018, by and between Hamilton Managing Agency Limited (formerly Pembroke Managing Agency Limited) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.22 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
10.20 Discretionary Investment Management Agreement, dates as of July 1, 2019, by and between Hamilton Insurance Designated Activity Company (formerly Ironshore Europe DAC) and Conning Asset Management Limited (incorporated by reference to Exhibit 10.23 of the Registration Statement on Form S-1 (File No. 333-275000) filed on October 16, 2023)
14.1* Code of Conduct and Ethics
21.1 Subsidiaries of Hamilton Insurance Group, Ltd. (incorporated by reference to Exhibit 21.1 of the Registration Statement on Form S-1 (File No. 333-275000) filed on November 1, 2023)
23.2* Consent of Ernst & Young Ltd.
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Securities Exchange Act of 1934, as amended.
151
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Securities Exchange Act of 1934, as amended .
32.1* Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-97* Hamilton Insurance Group, Inc. Policy for the Recovery of Erroneously Awarded Compensation [adopted November 10, 2023]
* Filed herewith
† Management contract or compensatory plan or arrangement
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File
(embedded within the Inline XBRL document and included in Exhibit 101)
Item 16. Form 10-K Summary
None.
152
Signatures
Pursuant to the requirements 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.
HAMILTON INSURANCE GROUP, LTD.
Date: March 7, 2024 /s/ Giuseppina Albo
Giuseppina Albo
Chief Executive Officer
(Principal Executive Officer)
Date: March 7, 2024 /s/ Craig Howie
Craig Howie
Group Chief Financial Officer
(Principal Financial Officer)
Date: March 7, 2024 /s/ Brian Deegan
Brian Deegan
Group Chief Accounting Officer
(Principal Accounting Officer)
Date: March 7, 2024 /s/ David A. Brown
David A. Brown
Director
Date: March 7, 2024 /s/ H. Hawes Bostic, III
H. Hawes Bostic, III
Director
Date: March 7, 2024 /s/ Marvin Pestcoe
Marvin Pestcoe
Director
Date: March 7, 2024 /s/ Russell Fradin
Russell Fradin
Director
Date: March 7, 2024 /s/ Stephen W. Pacala
Stephen W. Pacala
Director
Date: March 7, 2024 /s/ William C. Freda
William C. Freda
Director
Date: March 7, 2024 /s/ John J. Gauthier
John J. Gauthier
Director
Date: March 7, 2024 /s/ Everard Barclay Simmons
Everard Barclay Simmons
Director
153
Date: March 7, 2024 /s/ Anu Karna
Anu Karna
Director
Date: March 7, 2024 /s/ Antonio Ursano
Antonio Ursano
Director
Date: March 7, 2024 /s/ D. Pauline Richards
D. Pauline Richards
Director
154
GLOSSARY OF SELECTED TERMS
ACML Ada Capital Management Limited, our wholly owned subsidiary that provides underwriting agency services to Ada Re.
Acquisition expenses The aggregate expenses incurred by a company that relate directly to acquiring business, including broker commissions and other costs paid to distribution partners.
Ada Re Ada Re, Ltd. is a non-consolidated Bermuda special purpose insurer funded by investors and formed to provide fully collateralized natural catastrophe reinsurance and retrocession cover to both Hamilton Re and third-party cedants.
Attritional losses and loss ratio – current year and prior year development Attritional Loss Ratio – current year is the attritional losses incurred by the company relating to the current year divided by net premium earned. Attritional Loss Ratio – prior year development is the attritional losses incurred by the company relating to prior years divided by net premium earned. Attritional losses and loss ratio – current year and prior year development are non-GAAP financial measures as defined in Item 10(e) of SEC Regulation S-K. Refer to “Basis of Presentation—Presentation of Financial Information–Non-GAAP Financial Measures” for further details.
Basic book value per common share Basic book value per common share is calculated by dividing total shareholders’ equity attributable to common shareholders by the number of common shares outstanding.
BMA Bermuda Monetary Authority.
Bordereau A bordereau is a report prepared by an insurance company for a reinsurance company detailing either the policies that are covered by the reinsurance contract or the claims that are being submitted for payment under a reinsurance contract. These are usually for quota share treaties and are generally prepared on a quarterly basis.
Broker An intermediary who negotiates contracts of insurance or reinsurance, receiving a commission for placement and other services rendered, between (1) a policyholder and a primary insurer, on behalf of the policyholder, (2) a primary insurer and reinsurer, on behalf of the primary insurer, or (3) a reinsurer and a retrocessionaire, on behalf of the reinsurer.
Bye-laws The Company's fourth amended and restated bye-laws.
Capacity The amount of potential claims exposure that an insurer or reinsurer chooses to place at risk, or the dollar amount of exposure, that an insurer or reinsurer is willing or able to place at risk. Capacity may apply to a single risk, a program, a line of business or an entire book of business. Capacity may be constrained by legal restrictions, corporate restrictions, or indirect financial restrictions such as capital adequacy requirements.
Case reserves Loss reserves, established with respect to specific, individual reported claims that have not yet been paid.
Casualty Lines Types of insurance or reinsurance that is primarily concerned with the losses caused by injuries to third persons and their property (in other words, persons other than the policyholder) and the legal liability imposed on the policyholder resulting therefrom. Also referred to as liability reinsurance. It includes, but is not limited to workers’ compensation, automobile liability and general liability.
Catastrophe and catastrophe losses A large loss, typically involving multiple claimants and includes both natural catastrophes such as earthquakes, hurricanes, tsunamis, hailstorms, severe winter weather, floods, wildfires, tornadoes, and manmade disasters such as explosions and fire. Catastrophe losses may also arise from acts of war, acts of terrorism and political instability.
Catastrophe loss ratio – current year and prior year development Catastrophe Loss Ratio – current year is the catastrophe losses incurred by the company relating to the current year divided by net premium earned. Catastrophe Loss Ratio – prior year development is the catastrophe losses incurred by the company relating to prior years divided by net premium earned. Catastrophe losses and loss ratio – current year and prior year development are non-GAAP financial measures as defined in Item 10(e) of SEC Regulation S-K. Refer to “Basis of Presentation—Presentation of Financial Information—Non-GAAP Financial Measures” for further details.
CBI Central Bank of Ireland.
Cede; cedant; ceding company When a party reinsures some or all of its liability with another, it “cedes” business and is referred to as the “ceding company” or “cedant.”
155
Claim Request by an insured or reinsured for indemnification by an insurance or reinsurance company for loss incurred from an insured peril or event.
Claims Frequency The number of claims notified of during a given coverage period.
Class of Business Class of business includes casualty, property and specialty business.
Collateralized Reinsurance Collateralized Reinsurance is a form of reinsurance in which the party assuming the risk is required to post collateral in order to cover any potential claim obligation. This allows non-traditional reinsurers, such as unrated carriers to participate in the reinsurance market.
Combined Ratio Combined ratio is a measure of our underwriting profitability and is expressed as the sum of the losses and loss adjustment expense ratio, acquisition cost ratio and other underwriting expense ratio. A combined ratio under 100% indicates an underwriting profit, while a combined ratio over 100% indicates an underwriting loss.
Commercial lines The various kinds of insurance that are written for businesses, including property, general liability, automobile insurance and workers’ compensation.
Demand surge The temporary inflation of costs for building materials and labor resulting from increased demand for rebuilding services in the aftermath of a catastrophe.
Direct Insurance Direct Insurance means an insurance contract between an insurance company and a policyholder.
Excess of loss reinsurance Reinsurance which indemnifies the reinsured against that portion of losses and loss adjustment expenses incurred on the underlying policies in excess of a specified dollar or percentage loss ratio amount. Also known as non-proportional reinsurance.
Exclusions A listing of specific types of coverage or loss that are not covered by a given insurance, reinsurance or retrocession contract.
E&S Excess & Surplus lines.
Facultative Insurance Facultative reinsurance: the cedant cedes, and the reinsurer assumes, all or part of the risk under a single insurance contract. Facultative reinsurance is negotiated separately for each insurance contract that is reinsured and is usually intended to cover individual risks not covered by their reinsurance policies because of the limits involved or because the risk is unusual.
Gross premiums earned The portion of gross premiums written during or prior to a given period that was actually recognized as income revenue under U.S. GAAP accounting during such period.
Gross premiums written Total premiums for assumed insurance, reinsurance or retrocession cover that was contractually agreed to during a given period.
Incurred but not reported (IBNR) Expected payments for losses relating to insured events that have occurred but have not been reported to the reporting entity as of the statement date. As a practical matter, IBNR may include losses that have been reported to the reporting entity but have not yet been entered to the claims system or bulk provisions. Bulk provisions are reserves included with other IBNR reserves to reflect deficiencies in known case reserves.
Hamilton Group The Company and its subsidiaries and affiliates.
Hamilton ILS Hamilton ILS Holdings Limited, a Bermuda-based affiliate of Hamilton Re and the direct parent of Ada Capital Management Limited.
Hamilton Re Hamilton Re, Ltd., our Bermuda-based wholly-owned subsidiary that is regulated by the BMA and licensed to write property, casualty and specialty insurance and reinsurance.
Hamilton Re US An arrangement between Hamilton Re and Hamilton ILS pursuant to which certain U.S. casualty and specialty reinsurance risks are written on the books of Hamilton Re.
Hamilton Select Hamilton Select Insurance Inc., our wholly-owned U.S. domestic-based E&S carrier that is authorized to market and sell E&S products in all 50 states.
Hamilton Strategic Partnerships Hamilton’s third-party capital business, comprised of Turing Re, Ada Re and Hamilton Managing Agency Limited, solely in its capacity as managing agent for Lloyd’s Syndicate 1947.
HIDAC Hamilton Insurance Designated Activity Company, a Dublin-based insurer regulated by the CBI with a U.K. branch and a registered alien insurer with the NAIC affording access to write E&S business in all 50 states.
156
HMA Hamilton Managing Agency Limited, our Lloyd’s Managing Agent that manages syndicates including Hamilton Syndicate 4000 (wholly aligned syndicate).
HMGA Americas Hamilton Managing General Agency Americas, LLC, our wholly-owned U.S. subsidiary that has authority to write certain U.S. property, specialty and casualty insurance and reinsurance on behalf of Hamilton Re, Lloyd’s Syndicate 4000 and HIDAC.
HUL Hamilton Underwriting Limited, a former Lloyd’s managing agent that managed Lloyd’s Syndicate 3334.
IELR Initial expected loss ratio.
Insurance-Linked Security or ILS A security that is tied to a specific event such as a hurricane or earthquake.
Lead In some insurance markets, the brokers find takers for insurance risks on the market and establish the policy terms with a leading underwriter, who also takes on a substantial share of the risk. The broker then looks for further cover providers, known as following underwriters, who accept the terms established by the leading underwriter and accept a share of the risk. When a leading underwriter establishes the policy terms, it is called the “lead.”
Line of business Insurance or reinsurance line of business such as property, general liability, professional liability, automobile liability, or workers’ compensation.
Long tail Types of insurance or reinsurance contracts under which claims tend to take a relatively long time to be reported and/or settle. Examples include several types of casualty lines.
Loss adjustment expenses The expenses involved in settling claims, including legal and other fees, and the portion of general expenses allocated to claim settlement costs. Also known as claim adjustment expenses.
Loss and loss adjustment expense reserves/loss reserves Liabilities established by insurers and reinsurers to reflect the estimated costs of claim payments and the related expenses that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance policies it has issued. Loss and loss adjustment expense reserves consist of “case reserves,” or reserves established with respect to individual reported claims, and “IBNR reserves.”
Loss portfolio transfer A loss portfolio transfer is a reinsurance contract or agreement in which an insurer cedes policies that have expired, often ones that have already incurred losses, to a reinsurer.
Loss and Loss Adjustment Expense Ratio Financial ratio calculated by dividing net losses and loss expenses by net premiums.
Losses occurring Contracts that cover claims arising from loss events that occur during the term of the reinsurance contract, although not necessarily reported during the term of the contract.
Managing Member Two Sigma Principals, LLC., the managing member of the TS Hamilton Fund.
Memorandum of Association Hamilton’s memorandum of association.
NAIC National Association of Insurance Commissioners.
Net premiums earned The portion of net premiums written during or prior to a given period that was actually recognized as income during such period.
Net premiums written Gross premiums written for a given period less premiums ceded to reinsurers and retrocessionaires during such period.
Other underwriting expense ratio Other underwriting expense ratio is calculated by dividing non-acquisition expenses by net premiums. Examples of non-acquisition expenses include personnel costs, legal and professional fees, IT, travel and entertainment and communication costs. It also includes certain income items such as third- party fee income.
Personal lines Types of insurance or reinsurance written for individuals or families, rather than for businesses.
PMA and IEDAC Pembroke Managing Agency, Ironshore Europe DAC, and related companies acquired in 2019.
Premiums Premiums represent the cost of insurance that is paid by the policyholder or cedant to the insurer or the reinsurer for the risk being assumed.
157
Property catastrophe reinsurance Property catastrophe reinsurance contracts are typically “natural catastrophe” in nature, meaning that they protect against losses from earthquakes and hurricanes, as well as other natural catastrophes such as tornadoes, wildfires, winter storms, and floods (where the contract specifically provides for coverage). Losses on these contracts typically stem from direct property damage and business interruption.
Property lines Types of insurance or reinsurance which provide coverage to a person with an insurable interest in tangible property for that person’s property loss, damage or loss of use caused by an insured peril.
Property reinsurance Reinsurance that is primarily concerned with financial loss arising out of property loss, damage or loss of use caused by an insured peril, which could be either a natural catastrophe or man-made.
Proportional reinsurance/Pro rata reinsurance/ Quota share reinsurance In proportional/ pro rata/ quota share treaty reinsurance, the reinsurer assumes a proportional share of the original premiums and losses incurred by the insurance company.
Prospectus The Company's prospectus dated November 9, 2023 and filed with the SEC on November 13, 2023 in connection with our initial public offering.
Reinstatement premiums The premium charged for the restoration of the reinsurance limit of an excess of loss contract to its full amount after payment by the reinsurer of losses as a result of an occurrence.
Reinsurance An arrangement in which an insurance company, the reinsurer, agrees to indemnify another insurance or reinsurance company, commonly referred to as the ceding company or cedant, for all or a portion of the insurance or reinsurance risks underwritten by the ceding company under one or more policies. Reinsurance does not legally discharge the primary insurer from its liability with respect to its obligations to the insured.
Retention Specific amount of loss that the ceding company or insured retains before the reinsurance limit applies.
Retrocession; retrocessional coverage A transaction whereby a reinsurer cedes to another reinsurer, commonly referred to as the retrocessionaire, all or part of the reinsurance that the first reinsurer has assumed. Retrocessional reinsurance does not legally discharge the ceding reinsurer from its liability with respect to its obligations to the reinsured.
Return on average common shareholders’ equity or ROACE Return on average common shareholders’ equity is calculated by dividing net income (loss) attributable to common shareholders by average common shareholders’ equity for the same period. Average common shareholders’ equity is the arithmetic mean of opening and closing total common shareholders’ equity for the stated periods.
Short-tail Types of insurance or reinsurance contracts under which claims tend to take a relatively short time to be reported and/or settle. Examples include several types of property lines.
Specialty Insurance Types of insurance and reinsurance that provide coverage for risks that are often unusual or difficult to place and do not fit the underwriting criteria of standard commercial products carriers.
Specialty Lines (of Business) Include lines of business other than property or casualty, such as marine and energy, aviation, political violence and war and terror.
Submission An unprocessed application for (i) insurance, reinsurance or retrocessional coverage forwarded to an insurer, reinsurer or retrocessionaire by a broker or intermediary on behalf of such prospective ceding insurer, reinsurer or retrocessionaire.
Tangible book value Tangible book value is calculated as total common shareholders' equity less goodwill and intangible assets as at the same date.
Tangible book value per common share Tangible book value per common share is calculated by dividing tangible book value (as defined above) by the total number of common shares outstanding at the same date.
Treaty reinsurance The reinsurance of a specified type or category of risks defined in a reinsurance agreement (a “treaty”) between the primary insurer or other reinsured and a reinsurer. Typically, in treaty reinsurance, the primary insurer or reinsured is obligated to offer and the reinsurer is obligated to accept a specified portion of all of that type or category of risk originally written by the primary insurer or reinsured. A treaty is generally valid for a period of one year and contains common contract terms along with a specific risk definition, data on limit and retention, and provisions for premium and duration.
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Turing Re Turing Re, Ltd., a Bermuda special purpose insurer sponsored by the Hamilton Group.
Two Sigma Two Sigma Investments, LP, an investment manager.
TS Hamilton Fund Two Sigma Hamilton Fund, LLC, a dedicated investment fund managed by Two Sigma for the Hamilton Group.
Underwriter An employee of an insurance or reinsurance company who examines, accepts or rejects risks and classifies accepted risks in order to charge an appropriate premium for each accepted risk.
Underwriting The insurer’s or reinsurer’s process of reviewing submissions for insurance or reinsurance coverage, deciding whether to accept all or part of the coverage requested and determining the applicable premiums.
Underwriting income (loss) Underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to net income (loss), the most comparable GAAP financial measure, is presented in “Management's Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Results of Operations.” Refer also to “Basis of Presentation—Presentation of Financial Information—Non-GAAP Financial Measures” for further details.
Unearned premium The portion of premiums written that is allocable to the unexpired portion of the policy term.
159
Index to the Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting F irm (PCAOB ID: 1277 )
F- 2
Consolidated Balance Sheets
F- 4
Consolidate d Statements of Operations and Comprehensive Income (Loss)
F- 5
Consolidated Statements of Shareholders’ Equity
F- 6
Consolidated Statements of Cash Flows
F- 7
Notes to the Consolidated Financial Statements
Note 1. Organization
F- 8
Note 2. Summary of Significant Accounting Policies
F- 9
Note 3. Investments
F- 14
Note 4. Fair Value
F- 19
Note 5. Variable Interest Entities
F- 21
Note 6. Change in Fiscal Year End Comparative Reporting
F- 22
Note 7. Goodwill and Intangible Assets
F- 24
Note 8. Reinsurance
F- 26
Note 9. Reserve for Losses and Loss Adjustment Expenses
F- 29
Note 10. Segment Reporting
F- 40
Note 11. Debt and Credit Facilities
F- 45
Note 12. Share Capital
F- 47
Note 13. Stock Incentive Plans
F- 49
Note 14. Earnings Per Share
F- 52
Note 15. Income Taxe s
F- 53
Note 16. Commitments and Contingencies
F- 56
Note 17. Related Party Transactions
F- 57
Note 18. Statutory Requirements
F- 59
Note 19. Divestitures
F- 61
F-1
EY Bermuda Ltd.
3 Bermudiana Road
Hamilton HM 08,
Bermuda P.O. Box 463
Hamilton HM BX, Bermuda
Direct tel: +1 441 295 7000
Direct fax: +1 441 295 5193
ey.com
Report of Independent Registered Public Accounting Firm
The Shareholders and the Board of Directors
Hamilton Insurance Group, Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hamilton Insurance Group, Ltd. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity and cash flows for the years ended December 31, 2023, December 31, 2022 and November 30, 2021, and for the one month period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023, December 31, 2022 and November 30, 2021, and for the one month period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
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 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 audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
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 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 the critical audit matter does not alter in any way our opinion on the consolidated 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.
F-2
Valuation of Losses Incurred but not Reported
Description of
the Matter
As disclosed in Notes 2 and 9 of the consolidated financial statements, reserves for losses and loss adjustment expenses includes reserves for unpaid reported losses (Case reserves) and for losses incurred but not reported (IBNR reserves). At December 31, 2023, IBNR reserves represented a significant portion of the $3,030 million of reserves for losses and loss adjustment expenses.
There is significant uncertainty inherent in determining management’s estimate of ultimate losses and loss expenses associated with IBNR reserves. Management estimates its IBNR reserves exposure for large loss events based upon discussions with brokers and cedants, use of proprietary loss modelling and pricing software, estimate of market loss and market share and experience from historical large events. IBNR reserves for attritional losses are established using actuarial loss reserving techniques. These techniques include the loss development factor method, Bornheutter Ferguson method, the Initial Expected Loss Ratio method, and other techniques. These techniques rely on estimates of paid and reported loss development patterns and estimates of the loss ratio at the inception of the contract. The Company’s actuaries may use other approaches in addition to those described and supplement these methods with judgment depending upon the characteristics of the class of business and available data. Inherent in the estimates of ultimate losses and loss expenses are expected trends in claim severity and frequency, the expected duration of the respective claims development period, inadequacies in the data provided by industry participants, the potential for further reporting lags, significant uncertainty as it relates to legal issues under the relevant terms of insurance and reinsurance contracts and other factors, which may vary significantly as claims are settled.
Auditing management’s estimate for IBNR reserves was complex and required the involvement of our actuarial specialists due to the high degree of subjectivity inherent in management’s methods and assumptions used in the calculations which have a significant effect on the valuation of IBNR reserves.
How We Addressed the Matter in Our Audit We obtained an understanding of the estimation process for IBNR reserves. This included, among others, understanding management’s process over the actuarial methods and assumptions selected to determine their recorded estimate.
To test IBNR reserves, our procedures included, among others, the involvement of actuarial specialists to assist with the evaluation of the Company’s selection of significant actuarial methods and assumptions used in their analysis and a comparison of those methods used in prior periods and those used in the industry. We independently calculated a range of reasonable reserve estimates including performing independent projections and compared the range of reserve estimates to the Company’s recorded loss and loss adjustment expense reserve.
/s/ Ernst & Young Ltd
We have served as the Company’s auditor since 2013.
Hamilton, Bermuda
March 7, 2024
F-3
Hamilton Insurance Group, Ltd.
Consolidated Balance Sheets
December 31,
($ in thousands, except share information)
2023 2022
Assets
Fixed maturity investments, at fair value
(amortized cost 2023: $ 1,867,499 ; 2022: $ 1,348,684 )
$ 1,831,268 $ 1,259,476
Short-term investments, at fair value (amortized cost 2023: $ 427,437 ; 2022: $ 285,130 )
428,878 286,111
Investments in Two Sigma Funds, at fair value (cost 2023: $ 770,191 ; 2022: $ 731,100 )
851,470 740,736
Total investments
3,111,616 2,286,323
Cash and cash equivalents
794,509 1,076,420
Restricted cash and cash equivalents
106,351 130,783
Premiums receivable
658,363 522,670
Paid losses recoverable
145,202 90,655
Deferred acquisition costs
156,895 115,147
Unpaid losses and loss adjustment expenses recoverable
1,161,077 1,177,863
Receivables for investments sold
42,419 371
Prepaid reinsurance
194,306 164,313
Intangible assets
90,996 86,958
Other assets
209,621 167,462
Total assets
$ 6,671,355 $ 5,818,965
Liabilities, non-controlling interest, and shareholders’ equity
Liabilities
Reserve for losses and loss adjustment expenses
$ 3,030,037 $ 2,856,275
Unearned premiums
911,222 718,188
Reinsurance balances payable
272,310 244,320
Payables for investments purchased
66,606 48,095
Term loan, net of issuance costs
149,830 149,715
Accounts payable and accrued expenses
186,887 138,050
Payables to related parties
6,480 20
Total liabilities
4,623,372 4,154,663
Non-controlling interest – TS Hamilton Fund
133 119
Shareholders’ equity
Common shares:
Class A, authorized (2023: 28,644,807 and 2022: 53,993,690 ), par value $ 0.01 ;
issued and outstanding (2023: 28,644,807 and 2022: 30,520,078 )
286 305
Class B, authorized (2023: 72,337,352 and 2022: 50,480,684 ), par value $ 0.01 ;
issued and outstanding (2023: 56,036,067 and 2022: 42,042,155 )
560 420
Class C, authorized (2023: 25,544,229 and 2022: 30,525,626 ), par value $ 0.01 ;
issued and outstanding (2023: 25,544,229 and 2022: 30,525,626 )
255 305
Additional paid-in capital
1,249,817 1,120,242
Accumulated other comprehensive loss
( 4,441 ) ( 4,441 )
Retained earnings
801,373 547,352
Total shareholders’ equity
2,047,850 1,664,183
Total liabilities, non-controlling interest, and shareholders’ equity
$ 6,671,355 $ 5,818,965
See accompanying notes to the consolidated financial statements.
F-4
Hamilton Insurance Group, Ltd.
Consolidated Statements of Operations and Comprehensive Income (Loss)
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands, except per share information)
2023 2022 2021 2021
Revenues
Gross premiums written
$ 1,951,038 $ 1,646,673 $ 121,813 $ 1,446,551
Reinsurance premiums ceded
( 470,600 ) ( 424,809 ) ( 23,892 ) ( 361,123 )
Net premiums written
1,480,438 1,221,864 97,921 1,085,428
Net change in unearned premiums
( 161,905 ) ( 78,150 ) 710 ( 142,879 )
Net premiums earned
1,318,533 1,143,714 98,631 942,549
Net realized and unrealized gains (losses) on investments 209,399 86,357 ( 33,526 ) 352,193
Net investment income (loss) 30,456 ( 21,487 ) ( 3,222 ) ( 43,217 )
Total net realized and unrealized gains (losses) on investments and net investment income (loss) 239,855 64,870 ( 36,748 ) 308,976
Net gain on sale of equity method investment
211 6,991 — 54,557
Other income (loss)
18,631 11,316 2,131 21,011
Net foreign exchange gains (losses)
( 6,185 ) 6,137 16 6,442
Total revenues
1,571,045 1,233,028 64,030 1,333,535
Expenses
Losses and loss adjustment expenses
714,603 758,333 56,650 640,560
Acquisition costs
309,148 271,189 23,992 229,213
General and administrative expenses
259,856 177,682 15,682 172,294
Impairment of goodwill — 24,082 — 936
Amortization of intangible assets
10,783 12,832 1,200 13,431
Interest expense
21,434 15,741 1,061 14,897
Total expenses
1,315,824 1,259,859 98,585 1,071,331
Income (loss) before income tax
255,221 ( 26,831 ) ( 34,555 ) 262,204
Income tax expense (benefit)
( 25,066 ) 3,104 1,335 12,365
Net income (loss)
280,287 ( 29,935 ) ( 35,890 ) 249,839
Net income (loss) attributable to non-controlling interest
21,560 68,064 ( 3 ) 61,660
Net income (loss) and other comprehensive income (loss) attributable to common shareholders
$ 258,727 $ ( 97,999 ) $ ( 35,887 ) $ 188,179
Per share data
Basic income (loss) per share attributable to common shareholders
$ 2.47 $ ( 0.95 ) $ ( 0.35 ) $ 1.83
Diluted income (loss) per share attributable to common shareholders
$ 2.44 $ ( 0.95 ) $ ( 0.35 ) $ 1.82
See accompanying notes to the consolidated financial statements.
F-5
Hamilton Insurance Group, Ltd.
Consolidated Statements of Shareholders' Equity
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands) 2023 2022 2021 2021
Common shares
Balance, beginning of period
$ 1,030 $ 1,025 $ 1,025 $ 1,024
Issuance of common shares
73 7 — 5
Repurchases of common shares
( 2 ) ( 2 ) — ( 4 )
Balance, end of period
1,101 1,030 1,025 1,025
Additional paid-in capital
Balance, beginning of period
1,120,242 1,110,248 1,109,205 1,104,803
Issuance of common shares
82,924 308 — 1,008
Repurchases of common shares
( 1,896 ) ( 1,098 ) — ( 5,489 )
Share compensation expense
48,547 10,784 1,043 8,883
Balance, end of period
1,249,817 1,120,242 1,110,248 1,109,205
Accumulated other comprehensive income (loss)
Balance, beginning and end of period
( 4,441 ) ( 4,441 ) ( 4,441 ) ( 4,441 )
Retained earnings
Balance, beginning of period
547,352 645,769 681,656 495,364
Net income (loss)
280,287 ( 29,935 ) ( 35,890 ) 249,839
Net income attributable to non-controlling interest
( 21,560 ) ( 68,064 ) 3 ( 61,660 )
Share compensation expense ( 4,169 ) — — —
Repurchases of common shares
( 537 ) ( 418 ) — ( 1,887 )
Balance, end of period
801,373 547,352 645,769 681,656
Total shareholders’ equity
$ 2,047,850 $ 1,664,183 $ 1,752,601 $ 1,787,445
See accompanying notes to the consolidated financial statements.
F-6
Hamilton Insurance Group, Ltd.
Consolidated Statements of Cash Flows
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands) 2023 2022 2021 2021
Operating activities
Net income (loss)
$ 280,287 $ ( 29,935 ) $ ( 35,890 ) $ 249,839
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization
12,410 14,994 961 13,898
Share compensation expense
44,378 10,784 1,043 8,883
Net realized (gains) losses on investments
( 84,302 ) ( 251,662 ) ( 11,302 ) ( 278,691 )
Change in net unrealized (gains) losses on investments
( 125,097 ) 165,305 44,828 ( 73,502 )
Impairment of goodwill — 24,082 — 936
Net gain on sale of equity method investment
( 211 ) ( 6,991 ) — ( 54,557 )
Other items
( 6,529 ) 12,494 ( 110 ) 7,103
Change in:
Premiums receivable
( 135,693 ) ( 60,397 ) 8,723 ( 13,394 )
Paid losses recoverable
( 54,547 ) ( 11,408 ) ( 3,170 ) ( 47,976 )
Deferred acquisition costs
( 41,748 ) ( 16,323 ) ( 2,739 ) ( 40,735 )
Prepaid reinsurance
( 29,993 ) ( 11,764 ) ( 603 ) 8,593
Unpaid losses and loss adjustment expenses recoverable
16,786 ( 65,320 ) 5,730 ( 42,210 )
Other assets
( 42,669 ) ( 41,894 ) ( 21,457 ) ( 14,855 )
Reserve for losses and loss adjustment expenses
173,762 440,784 36,464 324,399
Unearned premiums
193,034 96,733 461 141,465
Reinsurance balances payable
27,990 ( 42,476 ) ( 27,483 ) ( 23,813 )
Accounts payable and accrued expenses and other
55,297 ( 36,079 ) ( 29,369 ) 61,146
Net cash provided by (used in) operating activities
283,155 190,927 ( 33,913 ) 226,529
Investing activities
Proceeds from redemptions from Two Sigma Funds
2,591,705 2,592,289 184,480 2,113,989
Contributions to Two Sigma Funds
( 2,554,888 ) ( 2,464,902 ) ( 137,453 ) ( 1,870,057 )
Net proceeds from sale of equity method investment — — — 57,428
Purchases of fixed maturity investments
( 1,221,576 ) ( 705,144 ) ( 54,445 ) ( 655,693 )
Proceeds from sales, redemptions and maturity of
fixed maturity investments
688,978 420,702 51,370 347,418
Purchases of short-term investments
( 1,506,241 ) ( 1,551,834 ) ( 357,857 ) ( 2,035,529 )
Proceeds from sales of short-term investments
1,389,409 1,843,007 413,054 2,163,920
Change in receivables for investments sold
( 42,048 ) ( 345 ) 58,412 20,178
Change in payables for investments purchased
18,511 12,920 ( 114,041 ) 11,814
Other
( 15,938 ) ( 13,591 ) ( 432 ) ( 15,644 )
Net cash provided by (used in) investing activities
( 652,088 ) 133,102 43,088 137,824
Financing activities
Issuance of common shares
73 7 — 5
Repurchases of common shares and options
( 2,435 ) ( 1,518 ) — ( 7,380 )
Contribution of additional paid-in capital
82,924 308 — 1,008
Term loan, net of issuance costs
— ( 345 ) — —
Withdrawal of non-controlling interest
( 21,546 ) ( 68,069 ) ( 23 ) ( 61,629 )
Net cash provided by (used in) financing activities
59,016 ( 69,617 ) ( 23 ) ( 67,996 )
Effect of exchange rate changes on cash and cash equivalents
3,574 ( 11,335 ) 46 ( 1,508 )
Net increase (decrease) in cash and cash equivalents
( 306,343 ) 243,077 9,198 294,849
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period
1,207,203 964,126 954,928 660,079
Cash and cash equivalents and restricted cash and cash equivalents, end of period
$ 900,860 $ 1,207,203 $ 964,126 $ 954,928
Net income taxes paid
$ 4,211 $ 9,971 $ 170 $ 12,344
Interest paid
$ 21,608 $ 15,655 $ 475 $ 11,803
See accompanying notes to the consolidated financial statements.
F-7
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
1. Organization
Hamilton Insurance Group, Ltd. ("Hamilton Group", the "Group" or the "Company"), the ultimate group holding company, was incorporated on September 4, 2013, under the laws of Bermuda. On November 14, 2023, the Company consummated an initial public offering ("IPO") of its Class B common shares, which are listed on the NYSE. The Company’s net proceeds from the IPO were $ 80.6 million, after deducting underwriting discounts and specific incremental expenses directly attributable to the IPO.
Our Bermuda operations are led by Hamilton Re, Ltd. ("Hamilton Re"), a registered Class 4 insurer incorporated in Bermuda. Hamilton Re writes property, casualty, and specialty insurance and reinsurance on a global basis.
Hamilton Re US is a tax partnership that was formed pursuant to an arrangement between Hamilton Re and its Bermuda-incorporated affiliate, Hamilton ILS Holdings Limited. The tax partnership is treated as a U.S. corporation for U.S. tax purposes and is registered with the U.S. Internal Revenue Service, such that capital and profits allocated to Hamilton Re US are subject to applicable U.S. taxation.
Ada Capital Management Limited ("ACML"), a wholly owned insurance agent incorporated and regulated in Bermuda, is authorized to underwrite on behalf of Ada Re, Ltd. ("Ada Re").
Our London operations are comprised of Hamilton Managing Agency Limited ("HMA"), a Lloyd’s managing agency, which manages our wholly aligned Syndicate 4000 and certain other third-party funded Lloyd’s Syndicates. Syndicate 4000 operates in the Lloyd’s market and underwrites property, casualty and specialty insurance and reinsurance business on a subscription basis.
Our Dublin operations are comprised of Hamilton Insurance Designated Activity Company ("HIDAC"), a Dublin-based insurer with a U.K. branch and extensive licensing in the United States, including excess and surplus lines and reinsurance in all 50 states.
Hamilton Managing General Agency Americas LLC ("HMGA Americas") is licensed throughout the United States and underwrites on behalf of the Group's London, Dublin and Bermuda operations solely in respect of Hamilton Re US, providing access from the U.S. to the Lloyd's market, the Group's rated Irish carrier and the Group's Bermuda balance sheet, respectively.
Hamilton Select Insurance Inc. ("Hamilton Select") is a U.S. domestic excess and surplus lines carrier incorporated in Delaware and licensed to write excess and surplus business in all 50 states.
Two Sigma Hamilton Fund, LLC ("TS Hamilton Fund"), is a Delaware limited liability company. In 2013, Hamilton Re entered into a limited liability company agreement with TS Hamilton Fund and Two Sigma Principals, LLC (the "Managing Member") as the managing member of TS Hamilton Fund. Effective July 1, 2023, Hamilton Re has committed to an investment in TS Hamilton Fund in an amount up to the lesser of (i) $ 1.8 billion or (ii) 60 % of Hamilton Group’s net tangible assets (previously equal to a minimum of 95 % of the consolidated net tangible assets of Hamilton Group). TS Hamilton Fund has engaged Two Sigma Investments, LP ("Two Sigma"), a related party Delaware limited partnership, to serve as its investment manager. Two Sigma is a United States Securities and Exchange Commission registered investment adviser specializing in quantitative analysis (see Note 3, Investments for further details).
Unconsolidated Related Parties
Ada Re is a special purpose insurer funded by third party investors and formed to provide fully collateralized reinsurance and retrocession to both Hamilton Group and third party cedants.
Turing Re Ltd. ("Turing Re"), a Bermuda special purpose insurer funded by investors, provides collateralized reinsurance capacity for Hamilton Re’s property treaty business.
Easton Re is an industry loss index-triggered catastrophe bond that provides the Company's operating platforms with multi-year risk transfer capacity to protect against named storm risk in the United States and earthquake risk in the United States and Canada. See Note 8, Reinsurance, for further details.
F-8
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
a. Basis of Presentation
These audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of Hamilton Group, Hamilton Re, Hamilton U.K. Holdings Limited, Hamilton Select, HMGA Americas, ACML, and TS Hamilton Fund (collectively the "Company"). All significant intercompany transactions and balances have been eliminated on consolidation . Certain comparative information has been reclassified to conform to the current year presentation.
b. Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The major estimates recorded in the Company’s financial statements include, but are not limited to, premiums written, provisions for estimated future credit losses, the reserve for losses and loss adjustment expenses and the fair value of investments.
c. Change in Year End
On January 17, 2022, the Company changed its fiscal year from November 30 to December 31. The current year consolidated
financial statements and accompanying footnotes cover the calendar year ended December 31, 2023. As a result, our
comparative prior periods consist of the twelve month period from January 1, 2022 to December 31, 2022, the one-month transition period ended December 31, 2021, and the twelve month period from December 1, 2020 to November 30, 2021. The transition period has been separately disclosed in the Company's Statements of Operations and Comprehensive Income (Loss), Statements of Shareholders' Equity, Statements of Cash Flows and throughout the footnotes.
d. Fair Value Measurements
Details on assets and liabilities that have been included under the requirements of authoritative guidance on fair value
measurements to illustrate the bases for determining the fair values of these items held by the Company are included in Note 4, Fair Value and each respective section of this significant accounting policies note.
Where the Company has elected to account for certain of its assets and liabilities at fair value in accordance with FASB ASC Topic Fair Value Measurements and Disclosures , the Company recognizes the change in unrealized gains and losses arising from changes in fair value in its statements of operations. See Note 2k, Investments for further detail.
e. Premiums and Acquisition Costs
Premiums written and ceded on a losses occurring basis are earned pro-rata over the terms of the related contracts and policies. For contracts written on a risks-attaching basis, premiums written and ceded are earned over the terms of the underlying contracts and policies. Premiums written and ceded include estimates based on information received from insureds, brokers and ceding companies, and any subsequent differences arising on such estimates are recorded in the periods in which they are determined. The portion of the premiums written and ceded applicable to the unexpired terms of the underlying contracts and policies are recorded as unearned premiums and prepaid reinsurance premiums, respectively. Amounts are computed by pro-rata methods based on statistical data or reports received from insureds, brokers or ceding companies. Reinstatement premiums are estimated after the occurrence of a significant loss and are recorded in accordance with the contract terms based upon paid losses and case reserves. Reinstatement premiums are earned when written.
Acquisition expenses are costs that vary with, and are directly related to, the successful acquisition of new or renewal business and consist principally of commissions, brokerage and premium tax expenses. These costs are deferred and amortized over the periods in which the related premiums are earned. Deferred acquisition costs are limited to their estimated realizable value based on the related unearned premiums. Anticipated losses and loss adjustment expenses, based on historical and current experience, and anticipated net investment income related to the premiums are considered in determining the recoverability of deferred acquisition costs.
F-9
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
f. Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of fixed maturity and short-term investments, cash and cash equivalents, premiums receivable and reinsurance balances recoverable. Cash and cash equivalents are held with financial institutions of high credit quality, and fixed maturity and short-term investments primarily consist of U.S. government, U.S. government agencies, and high credit quality issuers of corporate and debt securities. The Company limits the amount of credit exposure with any one financial institution or issuer and believe that no significant concentration of credit risk exists with respect to cash and investments.
g. Reinsurance
In the normal course of business, the Company seeks to reduce the potential amount of loss arising from claims events by reinsuring certain levels of risk with other reinsurers. Ceded reinsurance contracts do not relieve the Company of its primary obligation to policyholders. Prepaid reinsurance represents the portion of premiums ceded to reinsurers applicable to the unexpired coverage terms of the reinsurance contracts in place. Amounts recoverable from reinsurers are estimated based on the terms and conditions of the reinsurance contracts, in a manner consistent with the underlying liabilities insured or reinsured by the Company. If the Company determines that adjustments to earlier estimates are appropriate, such adjustments are recorded in the periods in which they are determined. Amounts recoverable from reinsurers are recorded net of an allowance for expected credit losses. See Note 8, Reinsurance , for further details.
Retroactive reinsurance agreements are reinsurance agreements under which a reinsurer agrees to reimburse the Company as a result of past insurable events. For these agreements, the excess of the amounts ultimately collectible under the agreement over the consideration paid is recognized as a deferred gain liability which is amortized into income as a reduction of losses and loss adjustment expenses over the estimated ceded reserve settlement period. The amount of the deferred gain is recalculated each period based on actual loss payments and updated estimates of ultimate losses. If cumulative adverse development occurs subsequent to signing of a retroactive reinsurance agreement, it may result in significant losses from operations until periods when the recalculated deferred gain is recognized as a benefit to earnings. If the consideration paid for a retroactive reinsurance agreement exceeds the ultimate losses collectible under the agreement, the net loss on the retroactive reinsurance agreement is immediately recognized in income.
h. Credit Loss Provisions
The Company routinely evaluates its premiums receivable and paid and unpaid losses recoverable for potential specific credit or collection issues that might indicate an impairment. Premiums receivable and paid and unpaid losses recoverable are presented net of the resulting credit provisions, with the corresponding debits offset against gross premiums written or losses and loss adjustment expenses, as applicable, in the consolidated statement of operations and comprehensive income (loss).
The method for calculating the best estimate of losses depends on the size, nature, and risk characteristics of the related underwriting receivable. Such an estimate requires consideration of historical loss experience, current economic conditions, and judgments about the probable effects of relevant observable data, including historical information, counterparty financial strength ratings and the extent of collateralization. The underlying assumptions, estimates and assessments are updated periodically to reflect the Company's view of current conditions. Changes in estimates may significantly affect the allowance and provision for losses. It is possible that the Company's actual credit loss experience will differ materially from current estimates. Adjustments, if any, are recorded in earnings in the periods in which they become known. See Note 8, Reinsurance , for further details.
i. Reserve for Losses and Loss Adjustment Expenses
The reserve for losses and loss adjustment expenses includes reserves for unpaid reported losses and for losses incurred but not reported ("IBNR"). The reserve for unpaid reported losses and loss adjustment expenses is established by management based on reports from insureds, brokers and ceding companies and represents the estimated ultimate cost of events or conditions that have been reported to or specifically identified by the Company. The reserve for IBNR losses and loss adjustment expenses is established by management based on estimates of ultimate losses and loss adjustment expenses.
Inherent in the estimates of ultimate losses and loss adjustment expenses are expected trends in claim severity and frequency, the expected duration of the respective claims development period, inadequacies in the data provided by industry participants, the potential for further reporting lags, significant uncertainty as it relates to legal issues under the relevant terms of insurance
F-10
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
and reinsurance contracts, and other factors, which may vary significantly as claims are settled. Accordingly, ultimate losses and loss adjustment expenses may differ materially from the amounts recorded in the financial statements. These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments, if any, are recorded in earnings in the periods in which they become known. See Note 9, Reserve for Losses and Loss Adjustment Expenses , for further details.
j. Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents include money market funds and highly liquid short-term deposits and securities with maturities of 90 days or less at the time of purchase. Bank deposits are not considered to be fair value measurements and as such are not subject to the authoritative guidance on fair value measurement disclosures. Money market funds are classified as Level 1 as these instruments are considered actively traded; however, certificates of deposit are classified as Level 2.
Restricted cash and cash equivalents typically relates to funds held in trust supporting a portion of the Lloyd's capital requirements and other underwriting obligations. See Note 3, Investments , for further details.
k. Investments
Investments - Trading
The Company elects the fair value option for its fixed maturity investments, short-term investments and certain other invested assets (excluding those that are accounted for using specialized investment company accounting as noted below). All changes in the fair value of investments are recorded within net realized and unrealized gains (losses) on investments in the consolidated statements of operations. See Note 4, Fair Value , for further details.
All investment transactions are recorded on a trade-date basis and are valued using pricing data received from third parties. Realized gains or losses on sales of investments are determined on a weighted average basis. Investment income is recognized when earned and includes interest and dividend income, recorded as of the ex-dividend date, together with the amortization of premium and discount on fixed maturities and short-term investments computed using the effective yield method. Net investment income includes related investment expenses.
Short-Term Investments
Short-term investments comprise securities with a maturity greater than three months but less than one year from the date of purchase.
Investments in Two Sigma Funds
TS Hamilton Fund invests in Two Sigma Funds ("Two Sigma Funds"), which are stated at their estimated fair values, which generally represent the Company’s proportionate interest in the members’ equity of the Two Sigma Funds as reported by the respective funds based on the net asset value ("NAV") provided by the fund administrator. The Company accounts for its investment in Two Sigma Funds under the variable interest model at NAV as a practical expedient for fair value in the consolidated balance sheets. Increases or decreases in such fair values are recorded within net realized and unrealized gains (losses) on investments in the consolidated statements of operations. Realized gains or losses upon any withdrawals of investments in the Two Sigma Funds are calculated using the weighted average method. The assets and liabilities of the Two Sigma Funds are recorded at fair value, or at amounts approximating fair value. The Company records contributions and withdrawals related to its investments in the Two Sigma Funds on the transaction date.
The specialized investment company accounting, as described above, is retained in the Company’s audited consolidated financial statements upon consolidation of TS Hamilton Fund.
F-11
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
l. Foreign Exchange
Monetary assets and liabilities denominated in foreign currencies are revalued into the functional currency of each entity using the exchange rates in effect at the balance sheet date, with the resulting foreign exchange gains and losses included in earnings. Revenues and expenses denominated in foreign currencies are revalued at the exchange rates in effect on the transaction date.
The Company’s reporting currency as at December 31, 2023 is the U.S. dollar ("USD"). The functional currency of the Company's U.K. subsidiaries changed from GBP to USD on January 1, 2017. The accumulated other comprehensive loss recorded prior to the change in functional currency will remain on the balance sheet until such time as the U.K. operations are sold, or substantially liquidated.
m. Stock-Based Compensation
The Company issues restricted stock units, performance stock units and warrants and may issue other equity-based awards to its employees. The Black-Scholes pricing model is used to determine the fair value of warrants. When using the Black-Scholes model, the volatility assumption is derived from the historical volatility of the share prices of a selection of publicly traded insurance companies of a similar business nature to the Company. No allowance is made for any potential illiquidity associated with the private nature of the Company’s shares at the time of grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected lives of the awards are estimated at their maximum term.
Compensation cost is measured at the grant date fair value and expensed over the period for which the employee is required to provide services in exchange for the award. For awards subject to graded vesting, the awards are separated into vesting tranches, which are amortized over their respective vesting periods. The fair value of awards with performance conditions is remeasured at each reporting period with any changes in the expected outcome of the performance conditions recorded in compensation expense by a cumulative catch-up adjustment to apply the revised estimate. Forfeitures are recognized as they occur.
See Note 13, Stock Incentive Plans, for further details of the accounting treatment for the Value Appreciation Pool ("VAP").
n. Intangible Assets
The Company accounts for goodwill and other intangible assets that arise from business combinations in accordance with FASB ASC Topic Intangibles - Goodwill and Other . A purchase price that is in excess of the fair value of the net assets acquired arising from a business combination is recorded as goodwill or other intangible assets, according to their nature. Goodwill and other intangible assets with indefinite useful lives are not amortized. Other intangible assets with a finite life are amortized over the estimated useful lives of the assets. All recorded goodwill was written down in the year ended December 31, 2022, primarily as a result of the annual impairment assessment, and the Company has no recorded goodwill at December 31, 2023 or 2022.
The Company's indefinite lived intangible assets are tested for impairment on an annual basis or more frequently if events or changes in circumstances warrant. Finite lived intangible assets are reviewed for indicators of impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable and tested for impairment if appropriate. If indefinite lived intangible assets are impaired, they are written down to their estimated fair value with a corresponding expense recorded in the Company's consolidated statement of operations.
As part of the annual impairment test of finite lived intangible assets, the Company has the option to first assess qualitative factors to determine whether it's necessary to perform a quantitative impairment test. Under this option, the Company would not be required to calculate the fair value of a reporting unit unless the Company determines, based on its qualitative assessment, that it is more likely than not that a reporting unit's fair value is less than its carrying amount. If finite lived intangible assets are impaired, they are written down to their estimated fair value with a corresponding expense recorded in the Company's consolidated statement of operations.
F-12
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
o. Variable Interest Entities
The Company accounts for variable interest entities ("VIE") in accordance with GAAP guidance, which requires the consolidation of all VIEs by the primary beneficiary: the investor that has the power to direct the activities of the VIE and will absorb a majority of the VIE’s expected losses or residual returns. The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: (i) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (ii) the VIE’s capital structure; (iii) the terms between the VIE and its variable interest holders and other parties involved with the VIE; (iv) which variable interest holders have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; (v) which variable interest holders have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; and (vi) related party relationships. The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. The Company also reassesses its determination of whether the Company is the primary beneficiary of a VIE upon changes in facts and circumstances that could potentially alter the Company’s assessment.
p. Non-Controlling Interest
The share classes related to the redeemable non-controlling interest portion of TS Hamilton Fund are not considered liabilities in accordance with GAAP and have redemption features that are not solely within the control of TS Hamilton Fund. Therefore, the redeemable non-controlling interest in TS Hamilton Fund is presented in the mezzanine section on the Company’s consolidated balance sheets. The net income or loss attributable to non-controlling interest is presented separately in the Company’s consolidated statements of operations. See Note 5, Variable Interest Entities , for further details.
q. Earnings Per Share
The Company calculates earnings per share in accordance with FASB ASC Topic Earnings per Share . Basic earnings per share are based on weighted average common shares outstanding during the period and exclude any dilutive effects of restricted stock units and warrants. Diluted earnings per share includes the estimated impact under the Treasury Stock method where all dilutive restricted stock grants to vest and all dilutive warrants to be exercised during the period.
r. Income Taxes
The Company records deferred income taxes that reflect the tax effect of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the fiscal period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if it is not more likely than not that all, or some portion, of the benefits related to deferred tax assets will be realized. The valuation allowance assessment considers tax planning strategies, where applicable.
s. Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02 Leases (as subsequently clarified in various Updates) which updated accounting guidance that applies to any entity that enters into a lease that does not meet certain scope exceptions. The guidance requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The Company adopted this guidance in the first quarter of 2022 by recording a gross-up of the balance sheet in recognition of an operating lease liability for future lease payments and the associated right-of-use asset for the right to use the underlying asset over the lease term. This guidance did not have a material impact on the Company’s results of operations, financial position, cash flows or disclosures.
F-13
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
In June 2016, the FASB issued ASU 2016-13 Measurement of Credit Losses on Financial Instruments (as subsequently clarified in various Updates), which requires the application of an incurred loss impairment methodology that reflects expected credit losses and requires consideration of a broad range of reasonable and supportable information to record credit loss estimates. The Company adopted this guidance in the first quarter of 2022, and because it did not have a material impact on the Company’s results of operations, financial position, or cash flows, the Company did not record a cumulative effective adjustment to opening retained earnings as of January 1, 2022.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07 Segment Reporting which enhances the qualitative and quantitative disclosures related to reportable segments. The guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. This guidance will not have a material impact on the Company's results of operations, financial position, or cash flows.
In December 2023, the FASB issued ASU 2023-09 Income Taxes which enhances the quantitative annual disclosures related to tax rate reconciliations and income taxes paid and requires additional qualitative discussion of applicable tax jurisdictions and the nature of certain reconciling items. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. This guidance will not have a material impact on the Company's results of operations, financial position, or cash flows.
3. Investments
Fixed Maturity and Short-Term Investments - Trading
The Company’s fixed maturity and short-term investments at December 31, 2023 and 2022 are as follows:
2023
($ in thousands)
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Fixed maturities:
U.S. government treasuries $ 717,134 $ 5,137 $ ( 14,021 ) $ 708,250
U.S. states, territories and municipalities 4,656 — ( 286 ) 4,370
Non-U.S. sovereign governments and supranationals 55,662 2,175 ( 1,591 ) 56,246
Corporate 877,493 8,443 ( 22,060 ) 863,876
Residential mortgage-backed securities - Agency 180,661 435 ( 12,583 ) 168,513
Residential mortgage-backed securities - Non-agency 5,639 16 ( 671 ) 4,984
Commercial mortgage-backed securities - Non-agency 11,473 — ( 1,050 ) 10,423
Other asset-backed securities 14,781 20 ( 195 ) 14,606
Total fixed maturities 1,867,499 16,226 ( 52,457 ) 1,831,268
Short-term investments
427,437 1,441 — 428,878
Total $ 2,294,936 $ 17,667 $ ( 52,457 ) $ 2,260,146
F-14
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
2022
($ in thousands)
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Fixed maturities:
U.S. government treasuries $ 498,841 $ 99 $ ( 27,089 ) $ 471,851
U.S. states, territories and municipalities 4,741 — ( 434 ) 4,307
Non-U.S. sovereign governments and supranationals 14,191 363 ( 1,602 ) 12,952
Corporate 690,900 363 ( 43,786 ) 647,477
Residential mortgage-backed securities - Agency 111,234 — ( 14,824 ) 96,410
Residential mortgage-backed securities - Non-agency 5,147 — ( 772 ) 4,375
Commercial mortgage-backed securities - Non-agency 10,283 — ( 1,064 ) 9,219
Other asset-backed securities 13,347 1 ( 463 ) 12,885
Total fixed maturities 1,348,684 826 ( 90,034 ) 1,259,476
Short-term investments
285,130 986 ( 5 ) 286,111
Total $ 1,633,814 $ 1,812 $ ( 90,039 ) $ 1,545,587
Contractual Maturities Summary
The following table presents contractual maturities of fixed maturity securities at December 31, 2023. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
2023
($ in thousands)
Amortized Cost Fair Value
Due less than one year
$ 147,221 $ 144,123
Due after one through five years
1,284,934 1,266,461
Due after five through ten years
217,827 217,683
Due after ten years
4,963 4,475
Mortgage-backed
197,773 183,920
Asset-backed
14,781 14,606
Total
$ 1,867,499 $ 1,831,268
Investments in Two Sigma Funds
The Company’s investments in Two Sigma Funds at December 31, 2023 and 2022 are as follows:
2023 2022
($ in thousands)
Cost Net Unrealized Gains (Losses) Fair Value Cost Net Unrealized Gains (Losses) Fair Value
Two Sigma Futures Portfolio, LLC (FTV)
$ 433,911 $ ( 38,105 ) $ 395,806 $ 438,625 $ ( 95,213 ) $ 343,412
Two Sigma Spectrum Portfolio, LLC (STV)
193,299 88,228 281,527 171,135 57,982 229,117
Two Sigma Equity Spectrum Portfolio, LLC
(ESTV)
142,981 31,156 174,137 121,340 46,867 168,207
Total
$ 770,191 $ 81,279 $ 851,470 $ 731,100 $ 9,636 $ 740,736
The Company, through its investments in FTV, STV and ESTV, seeks to achieve absolute dollar-denominated returns on a substantial capital base, primarily by combining multiple hedged and leveraged systematic investment strategies with proprietary risk management and execution techniques. These systematic strategies include, but are not limited to, technical and
F-15
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
statistically-based, fundamental-based, event-based, market condition-based and spread-based strategies as well as contributor-based and/or sentiment-based strategies and blended strategies. FTV primarily utilizes systematic strategies to gain broad macro exposure to FX, fixed income, equity and credit indices and commodities, predominantly by trading futures, spots, forwards, options, swaps, cash bonds and exchange traded products. STV primarily utilizes systematic strategies to trade U.S.-listed equity securities and related instruments and derivatives. ESTV primarily utilizes systematic strategies to trade non-U.S.-listed equity securities and related instruments and derivatives. At December 31, 2023, the Company owns a 21.1 %, 16.2 % and 8.8 % interest in each of the FTV, STV and ESTV funds, respectively.
The following table summarizes certain investments of FTV, STV and ESTV where TS Hamilton Fund’s proportionate share of the fair value of the investment represents more than 5% of TS Hamilton Fund’s members’ equity at December 31, 2023:
2023
($ in thousands)
Principal / Shares (1)
Fair Value (1)
% of Members' Equity
State Street Treasury Obligations Money Market Fund 145,005 $ 145,005 8.4 %
U.S. Treasury Securities, 0.0000% - 4.7500%, due 1/9/2024 - 11/15/2053 910,278 $ 903,301 52.1 %
U.S. Treasury Securities, 4.3750% - 4.7500%, due 12/15/2026 - 11/15/2053 ( 43,211 ) $ ( 45,640 ) ( 2.6 ) %
(1) Values represent TS Hamilton Fund’s proportionate share of the aggregate of FTV, STV and ESTV total holdings.
Two Sigma and the Managing Member are related parties to the Company as described further in Note 1, Organization . Effective July 1, 2023, a revised investment management agreement with Two Sigma requires TS Hamilton Fund to incur a management fee of 2.5 % of the non-managing members' equity in the net asset value of the TS Hamilton Fund per annum (previously 3 %). The management fee for the years ended December 31, 2023 and 2022, the month ended December 31, 2021 and the year ended November 30, 2021 was $ 45.2 million, $ 53.1 million, $ 4.3 million and $ 48.7 million, respectively.
Under the terms of the revised limited liability company agreement between Hamilton Re and the Managing Member, the Managing Member remains entitled to an incentive allocation equal to 30 % of TS Hamilton Fund’s net profits, subject to high watermark provisions, and adjusted for withdrawals and any incentive allocation to the Managing Member. In the event there is a net loss during a quarter and a net profit during any subsequent quarter, the Managing Member is entitled to a modified incentive allocation whereby the regular incentive allocation will be reduced by 50 % until subsequent cumulative net profits are credited in an amount equal to 200 % of the previously allocated net losses. The Managing Member is also entitled to receive a revised additional incentive allocation as of the end of each fiscal year (or on any date Hamilton Re withdraws all or a portion of its capital), in an amount equal to 25 % of the Excess Profits (previously 20 %). "Excess Profits" for any given fiscal year (or other such accounting period) means the net profits over 10 % for such fiscal year (previously 15 %), net of management fees and expenses and gross of incentive allocations, but only after recouping previously unrecouped net losses. To the extent Hamilton Re contributes capital other than at the beginning of a fiscal year or withdraws capital other than at the end of a fiscal year, the additional incentive allocation hurdle with respect to such capital is prorated. The aggregate incentive allocation (inclusive of the additional incentive allocation) for the years ended December 31, 2023 and 2022, the month ended December 31, 2021 and the year ended November 30, 2021 was $ 21.5 million, $ 68.0 million, $ Nil and $ 61.6 million, respectively.
Hamilton Re has a commitment with TS Hamilton Fund to maintain an amount up to the lesser of (i) $ 1.8 billion or
(ii) 60 % of Hamilton Insurance Group’s net tangible assets in TS Hamilton Fund, such lesser amount, the "Minimum Commitment Amount", for a three-year period (the "Initial Term") and for rolling three-year periods thereafter (each such three-year period the "Commitment Period"), subject to certain circumstances and the liquidity options described below, with the Commitment Period ending on June 30, 2026. The Commitment Period consists of a three-year rolling term that automatically renews on an annual basis unless Hamilton Re or the Managing Member provide advance notice of non-renewal.
F-16
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The TS Hamilton Fund generally has two liquidity options, subject to Hamilton Re’s minimum investment commitment, which are as follows:
• Monthly liquidity - Subject to certain conditions, Hamilton Re may request a whole or partial withdrawal of its capital account, no later than fifteen days prior to the end of a calendar month, effective as of the last day of such calendar month.
• Daily liquidity - Subject to certain limited circumstances, including the need to meet obligations pursuant to Hamilton Re’s underwriting operations, Hamilton Re may request a withdrawal of all or a portion of its capital account upon at least one business day’s written notice of such withdrawal request date to the Managing Member.
At its discretion, the Managing Member may permit or require Hamilton Re to withdraw all or any portion of its respective capital account at other times, or waive or reduce certain notice periods, or allow a notice to be revoked. The Managing Member may withdraw all or any portion of its capital account at any time.
Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)
The components of total net realized and unrealized gains (losses) on investments and net investment income (loss) are as follows:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Net realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments $ 84,302 $ 251,662 $ 11,302 $ 278,691
Change in net unrealized gains (losses) on investments 125,097 ( 165,305 ) ( 44,828 ) 73,502
Net realized and unrealized gains (losses) on investments 209,399 86,357 ( 33,526 ) 352,193
Net investment income (loss):
Fixed maturities 47,970 22,375 1,042 11,277
Short-term investments 295 155 28 838
TS Hamilton Fund 16,084 10,395 199 2,124
Cash and cash equivalents 12,523 2,634 40 252
Other 1,580 ( 1,397 ) 2 636
Interest and other 78,452 34,162 1,311 15,127
Loss on equity method investment — — — ( 7,285 )
Management fees ( 47,049 ) ( 54,581 ) ( 4,442 ) ( 49,927 )
Other expenses ( 947 ) ( 1,068 ) ( 91 ) ( 1,132 )
Net investment income (loss)
30,456 ( 21,487 ) ( 3,222 ) ( 43,217 )
Total net realized and unrealized gains (losses) on investments and net investment income (loss) $ 239,855 $ 64,870 $ ( 36,748 ) $ 308,976
F-17
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Net Realized Gains (Losses) on Investments
The components of net realized gains (losses) on investments are as follows:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Fixed maturities and short-term investments $ ( 16,628 ) $ ( 14,968 ) $ ( 8,706 ) $ 5,703
TS Hamilton Fund 100,930 266,630 20,008 272,988
Net realized gains (losses) on investments $ 84,302 $ 251,662 $ 11,302 $ 278,691
Net Unrealized Gains (Losses) on Investments
The components of net unrealized gains (losses) on investments are as follows:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Fixed maturities and short-term investments $ 52,751 $ ( 87,254 ) $ 6,743 $ ( 27,624 )
TS Hamilton Fund 72,346 ( 78,051 ) ( 51,571 ) 101,126
Net unrealized gains (losses) on investments $ 125,097 $ ( 165,305 ) $ ( 44,828 ) $ 73,502
Pledged Assets
At December 31, 2023 and 2022, pledged investments at fair value were comprised of $ 232.2 million and $ 274.0 million, respectively, securing a portion of the capital requirements for business written at Lloyd's, $ 54.1 million and $ 39.0 million, respectively, held in trust accounts for the benefit of U.S. state regulatory authorities and $ 37.2 million and $ Nil , respectively, securing other underwriting obligations. In addition, certain investments were pledged as security for letter of credit facilities as described further in Note 11, Debt and Credit Facilities .
At December 31, 2023 and 2022, restricted cash and cash equivalents balances were comprised of $ 97.4 million and $ 126.8 million, respectively, securing other underwriting obligations, $ 7.2 million and $ 2.1 million, respectively, securing a portion of the capital requirements for business written at Lloyd's, $ 1.5 million and $ 1.3 million, respectively, in trust accounts for the benefit of regulatory authorities, and $ 0.3 million and $ 0.6 million, respectively, of escrow funds.
Total cash and cash equivalents and restricted cash and cash equivalents of $ 900.9 million presented in the statement of cash flows was comprised of cash and cash equivalents of $ 794.5 million and restricted cash and cash equivalents of $ 106.4 million on the balance sheet at December 31, 2023. Total cash and cash equivalents and restricted cash and cash equivalents of $ 1.2 billion presented in the statement of cash flows was comprised of cash and cash equivalents of $ 1.1 billion and restricted cash and cash equivalents of $ 130.8 million on the balance sheet at December 31, 2022.
F-18
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
4. Fair Value
Financial Instruments Subject to Fair Value Measurements
Accounting guidance over fair value measurements requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the "exit price"). Instruments that the Company owns are marked to bid prices.
Basis of Fair Value Measurements
Fair value measurement accounting guidance also establishes a fair value hierarchy that prioritizes the inputs to the respective valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). An asset or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The three levels of the fair value hierarchy are:
• Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and
• Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Assets Recorded at Fair Value - Fixed Maturity and Short-term Investments
The following section describes the valuation methodologies used to determine the fair value of the Company’s fixed maturity and short-term investments by asset class:
• U.S. government treasuries : fair value based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances and benchmark yields;
• U.S. states, territories and municipalities : fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;
• Non-U.S. sovereign governments and supranationals : fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads, and then, where applicable, converted to U.S. dollars using an exchange rate from a nationally recognized source;
• Corporate : fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;
• Asset-backed and mortgage-backed securities : fair value based on observable inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields and cash flow models using observable inputs such as prepayment speeds, collateral performance and default spreads; and
• Short-term investments : fair value based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances and benchmark yields.
F-19
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The following table presents the financial instruments measured on a recurring basis at fair value at December 31, 2023 and 2022:
2023
($ in thousands)
Level 1 Level 2 Level 3 Total
Fixed maturities:
U.S. government treasuries $ — $ 708,250 $ — $ 708,250
U.S. states, territories and municipalities — 4,370 — 4,370
Non-U.S. sovereign governments and supranationals — 56,246 — 56,246
Corporate — 863,876 — 863,876
Residential mortgage-backed securities - Agency — 168,513 — 168,513
Residential mortgage-backed securities - Non-agency — 4,984 — 4,984
Commercial mortgage-backed securities - Non-agency — 10,423 — 10,423
Other asset-backed securities — 14,606 — 14,606
Total fixed maturities — 1,831,268 — 1,831,268
Short-term investments
— 428,878 — 428,878
Total $ — $ 2,260,146 $ — $ 2,260,146
2022
($ in thousands)
Level 1 Level 2 Level 3 Total
Fixed maturities:
U.S. government treasuries $ — $ 471,851 $ — $ 471,851
U.S. states, territories and municipalities — 4,307 — 4,307
Non-U.S. sovereign governments and supranationals — 12,952 — 12,952
Corporate — 647,477 — 647,477
Residential mortgage-backed securities - Agency — 96,410 — 96,410
Residential mortgage-backed securities - Non-agency — 4,375 — 4,375
Commercial mortgage-backed securities - Non-agency — 9,219 — 9,219
Other asset-backed securities — 12,885 — 12,885
Total fixed maturities — 1,259,476 — 1,259,476
Short-term investments — 286,111 — 286,111
Total $ — $ 1,545,587 $ — $ 1,545,587
The carrying values of cash and cash equivalents, restricted cash and cash equivalents, receivables for investments sold, certain other assets, payables for investments purchased, and certain other liabilities approximate their fair values.
F-20
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
5. Variable Interest Entities
TS Hamilton Fund
TS Hamilton Fund meets the definition of a VIE principally because the Managing Member does not hold substantive equity at risk in the entity but controls all of the decision making authority over it. Therefore, the Company assessed its ownership in the VIE to determine if it is the primary beneficiary. The Managing Member is a related party to the Company and collectively they hold all of the variable interest. The Company performed an assessment of all relevant facts and circumstances and determined that it is the entity within the related party group for whom substantially all of the activities of the VIE are conducted. As a result, the Company concluded that it is the primary beneficiary of TS Hamilton Fund.
Activity in the non-controlling interest of TS Hamilton Fund was as follows:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Balance - beginning of period
$ 119 $ 124 $ 150 $ 119
Withdrawals
( 21,546 ) ( 68,069 ) ( 23 ) ( 61,629 )
Equity in earnings
14 14 ( 3 ) 31
Incentive allocation
21,546 68,050 — 61,629
Balance - end of period
$ 133 $ 119 $ 124 $ 150
The following table represents the total assets and total liabilities of TS Hamilton Fund at December 31, 2023 and 2022. Creditors or beneficial interest holders of TS Hamilton Fund have no recourse to the general credit of the Company as the Company’s obligation is limited to the amount of its committed investment.
($ in thousands)
2023 2022
Assets
Cash and cash equivalents
$ 479,255 $ 800,239
Short-term investments
428,878 264,104
Investments in Two Sigma Funds, at fair value
851,470 740,736
Receivables for investments sold
41,087 —
Interest and dividends receivable
966 2,076
Total assets
1,801,656 1,807,155
Liabilities
Accounts payable and accrued expenses
191 291
Withdrawal payable
6,480 145,738
Payable for investments purchased
62,440 48,095
Total liabilities
69,111 194,124
Total net assets managed by TS Hamilton Fund
$ 1,732,545 $ 1,613,031
The withdrawal payable of $ 6.5 million and $ 145.7 million at December 31, 2023 and 2022, respectively, includes a redemption of $ Nil and $ 145.7 million, respectively, due to Hamilton Re. The net balance is reported on the Company's consolidated balance sheet in "Payables to related parties".
F-21
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
6. Change in Fiscal Year End Comparative Reporting
The Company changed its fiscal year end as discussed in Note 2, Summary of Significant Accounting Policies . The following condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of cash flows and consolidated statements of shareholders' equity present the resulting one month transition period ended December 31, 2021 and the comparative results for the one month ended December 31, 2020.
The Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the one month period ended December 31, 2021 and 2020 are as follows:
One Month Ended
December 31,
($ in thousands, except per share information)
2021 2020 (unaudited)
Revenues
Net premiums earned
$ 98,631 $ 67,498
Net investment income (loss), net of income attributable to non-controlling interest ( 36,745 ) 72,048
Other income (loss)
2,147 3,757
Total revenues
64,033 143,303
Expenses
Losses and loss adjustment expenses
56,650 44,925
Acquisition costs
23,992 17,534
General and administrative expenses
15,682 15,189
Other expenses
2,261 1,570
Total expenses
98,585 79,218
Income (loss) before income tax
( 34,552 ) 64,085
Income tax expense
1,335 664
Net income (loss) attributable to common shareholders
$ ( 35,887 ) $ 63,421
Per share data
Basic earnings (loss) per share attributable to common shareholders
$ ( 0.35 ) $ 0.62
Diluted earnings (loss) per share attributable to common shareholders
$ ( 0.35 ) $ 0.61
F-22
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The Condensed Consolidated Statements of Cash Flows for the one month period ended December 31, 2021 and 2020 are as follows:
One Month Ended
December 31,
($ in thousands) 2021 2020 (unaudited)
Net cash used in operating activities
$ ( 33,913 ) $ ( 20,765 )
Net cash from investing activities
43,088 2,141
Net cash used in financing activities
( 23 ) ( 53 )
Effect of exchange rate changes on cash and cash equivalents
46 1,409
Net increase (decrease) in cash and cash equivalents
9,198 ( 17,268 )
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period
954,928 660,079
Cash and cash equivalents and restricted cash and cash equivalents, end of period
$ 964,126 $ 642,811
The Consolidated Statements of Shareholders' Equity for the one month period ended December 31, 2021 and 2020 are as follows:
One Month Ended
December 31,
($ in thousands) 2021 2020 (unaudited)
Common shares
Balance, beginning and end of period
$ 1,025 $ 1,024
Additional paid-in capital
Balance, beginning of period
1,109,205 1,104,803
Repurchases of common shares
— ( 34 )
Share compensation expense
1,043 830
Balance, end of period
1,110,248 1,105,599
Accumulated other comprehensive loss
Balance, beginning and end of period
( 4,441 ) ( 4,441 )
Retained earnings
Balance, beginning of period
681,656 495,364
Net income (loss)
( 35,890 ) 78,616
Net income attributable to non-controlling interest
3 ( 15,195 )
Repurchases of common shares
— ( 18 )
Balance, end of period
645,769 558,767
Total shareholders’ equity
$ 1,752,601 $ 1,660,949
F-23
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
7. Goodwill and Intangible Assets
The following table provides a summary of the Company's goodwill and intangible assets:
($ in thousands) Goodwill Intangible Assets
Subject to Amortization Intangible Assets not Subject to Amortization Total
Net balance, November 30, 2021 $ 24,884 $ 54,920 $ 37,208 $ 117,012
Plus: additions — 800 — 800
Less: amortization — ( 1,200 ) — ( 1,200 )
Net balance, December 31, 2021 24,884 54,520 37,208 116,612
Plus: additions ( 802 ) 8,062 — 7,260
Less: impairment ( 24,082 ) — — ( 24,082 )
Less: amortization — ( 12,832 ) — ( 12,832 )
Net balance, December 31, 2022 — 49,750 37,208 86,958
Plus: additions — 14,821 — 14,821
Less: amortization — ( 10,783 ) — ( 10,783 )
Net balance, December 31, 2023 $ — $ 53,788 $ 37,208 $ 90,996
Gross balance, December 31, 2023 $ — $ 109,722 $ 37,208 $ 146,930
Accumulated amortization — ( 55,934 ) — ( 55,934 )
Net balance, December 31, 2023 $ — $ 53,788 $ 37,208 $ 90,996
As at December 31, 2023, there was no goodwill recorded on the balance sheet. In the year ended December 31, 2022, the Company conducted its annual evaluation of recorded goodwill for impairment using both a market model and an income model and concluded that the associated reporting units’ fair value did not exceed their carrying value, and consequently recorded an impairment to goodwill of $ 24.1 million in the International segment. Impairment charges are recorded in the consolidated statement of operations for the year ended December 31, 2022 in the line "Impairment of goodwill".
The following tables present the components of goodwill and intangible assets at December 31, 2023 and 2022:
2023
($ in thousands) Gross Balance Accumulated Amortization and Impairment Net Balance
Intangible assets subject to amortization
Coverholder and broker relationships $ 44,515 $ ( 19,255 ) $ 25,260
Internally developed software 44,519 ( 15,991 ) 28,528
Value of business acquired 13,309 ( 13,309 ) —
Managing general agency contracts 7,379 ( 7,379 ) —
Intangible assets not subject to amortization
Lloyd's syndicate capacity 35,583 — 35,583
Licenses 1,625 — 1,625
$ 146,930 $ ( 55,934 ) $ 90,996
F-24
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
2022
($ in thousands) Gross Balance Accumulated Amortization and Impairment Net Balance
Intangible assets subject to amortization
Coverholder and broker relationships $ 44,515 $ ( 14,804 ) $ 29,711
Internally developed software 29,698 ( 10,293 ) 19,405
Value of business acquired 13,309 ( 12,675 ) 634
Managing general agency contracts 7,379 ( 7,379 ) —
Intangible assets not subject to amortization
Lloyd's syndicate capacity 35,583 — 35,583
Licenses 1,625 — 1,625
$ 132,109 $ ( 45,151 ) $ 86,958
The Company's finite-lived intangible assets are amortized on a straight-line basis over their useful lives. As of December 31, 2023, the estimated weighted average amortization period by class consisted of coverholder and broker relationships ( 10 years) and internally-developed software ( 5 years). Costs incurred to renew or extend the assets' useful lives are expensed straight-line over the remaining life of the related asset or asset class. The weighted-average amortization period is 2.9 years and the estimated amortization expense for each of the five succeeding fiscal years and thereafter related to these assets is as follows:
($ in thousands)
Year Ending December 31,
Estimated Amortization Expense
2024 $ 13,151
2025 12,109
2026 9,962
2027 8,880
2028 6,686
Thereafter 3,000
Total $ 53,788
Intangible assets not subject to amortization consist of Lloyd's syndicate capacity and insurance licenses. The Company did not recognize any impairment losses as a result of the annual impairment review of indefinite-lived assets for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021.
F-25
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
8. Reinsurance
The Company purchases reinsurance and other protection to manage its risk portfolio and to reduce its exposure to large losses. The Company currently has in place contracts that provide for recovery of a portion of certain loss and loss adjustment expenses, generally in excess of various retentions or on a proportional basis. Amounts recoverable under reinsurance contracts are recorded as assets. The Company remains liable to the extent that any reinsurance company fails to meet its obligations.
The following tables set forth the effect of reinsurance and retrocessional activity on premiums written and earned and on losses and loss adjustment expenses incurred:
Premiums Written
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Assumed $ 838,547 $ 709,194 $ 40,938 $ 624,470
Direct 1,112,491 937,479 80,875 822,081
Ceded ( 470,600 ) ( 424,809 ) ( 23,892 ) ( 361,123 )
Net $ 1,480,438 $ 1,221,864 $ 97,921 $ 1,085,428
Premiums Earned
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Assumed $ 742,378 $ 670,272 $ 57,731 $ 574,155
Direct 1,016,762 886,488 64,190 737,982
Ceded ( 440,607 ) ( 413,046 ) ( 23,290 ) ( 369,588 )
Net $ 1,318,533 $ 1,143,714 $ 98,631 $ 942,549
Losses and Loss Adjustment Expenses
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Gross losses and loss adjustment expenses $ 972,347 $ 1,133,469 $ 78,691 $ 768,255
Losses and loss adjustment expenses ceded ( 257,744 ) ( 375,136 ) ( 22,041 ) ( 127,695 )
Net $ 714,603 $ 758,333 $ 56,650 $ 640,560
Allowance for Expected Credit Losses
Premiums receivable, paid losses recoverable, and unpaid losses and loss adjustment expenses recoverable comprise the Company's most significant credit exposures not carried at fair value. The Company has not historically experienced significant credit losses. In determining an allowance for these assets, the Company considers historical information in combination with counterparty financial strength ratings and the extent to which balances are collateralized. The Company assesses the risk of future default by evaluating current market conditions for the likelihood of default and calculates its provision for current expected credit losses under the probability of default and loss given default methodology.
F-26
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Premiums Receivable
Premiums receivable are estimated based on policy terms and reports received from the underlying counterparties, supplemented by management's judgment. Due to the nature of the (re)insurance business, the Company routinely receives reports and premiums subsequent to the inception of the coverage period. At December 31, 2023, the Company’s premiums receivable balance, net of credit provisions of $ 3.0 million, was $ 658.4 million. At December 31, 2022, the Company’s premiums receivable balance, net of credit provisions of $ 2.9 million, was $ 522.7 million.
Reinsurance Balances Recoverable
Reinsurance balances recoverable is comprised of amounts due from reinsurers based on the claim liabilities associated with the reinsured policy. The Company accrues amounts due from reinsurers based on estimated ultimate contract losses. At December 31, 2023, the Company’s paid and unpaid reinsurance recoverable balances net of credit provisions were $ 145.2 million and $ 1.2 billion, respectively, with a total corresponding provision for current expected credit losses of $ 0.7 million. At December 31, 2022, the Company’s paid and unpaid reinsurance recoverable balances net of credit provisions were $ 90.7 million and $ 1.2 billion, respectively, with a total corresponding provision for current expected credit losses of $ 0.8 million.
At December 31, 2023 and 2022, the distribution of the Company’s paid losses recoverable and unpaid losses and loss adjustment expenses recoverable as categorized by major rating agencies were as follows:
Classification
2023 2022
Collateralized
28.5 % 33.8 %
A- or better
71.0 % 65.6 %
Below A-
0.5 % 0.6 %
Total
100.0 % 100.0 %
At December 31, 2023 and 2022, the three largest balances by reinsurer accounted fo r 27 %, 20 % and 12 %, and 31 %, 17 % and 11 %, respectively, of paid and unpaid losses recoverable and loss adjustment expenses recoverable.
Loss Portfolio Transfer
On February 6, 2020, the Company entered into a loss portfolio transfer agreement (the "LPT"), under which the insurance liabilities arising from certain casualty risks for the Lloyd's Years of Account ("YOA") 2016, 2017 and 2018 were retroceded to a third party in exchange for total premium of $ 72.1 million. This transaction was accounted for as retroactive reinsurance under which cumulative ceded losses exceeding the LPT premium are recognized as a deferred gain liability and amortized into income over the settlement period of the ceded reserves in proportion to cumulative losses collected over the estimated ultimate reinsurance recoverable. The amount of the deferral is recalculated each reporting period based on updated ultimate loss estimates. Consequently, cumulative adverse development subsequent to the signing of the LPT may result in significant losses from operations until periods when the deferred gain is recognized as a benefit to earnings.
At December 31, 2023 and 2022, the balance of reinsurance recoverable on unpaid losses due under this LPT was $ 49.8 million and $ 59.2 million, respectively. Amortization of the deferred gain was income of $ 4.2 million, $ 1.9 million, $ 0.4 million and $ 18.0 million during the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively, which was recorded through losses and loss adjustment expenses in accordance with the actual loss payments and updated estimates of ultimate losses of the subject business.
F-27
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Catastrophe Bond Reinsurance
In December 2020, Hamilton Group sponsored an industry loss index-triggered catastrophe bond through the issuance of Series 2020-1 Class A Principal-at-Risk Variable Rate Notes by Singapore-domiciled Easton Re Pte, Ltd. ("Easton Re"), which provided the Company's operating platforms with multi-year risk transfer capacity of $ 150 million to protect against named storm and earthquake risk in the United States. The risk period for Easton Re was from January 1, 2021 to December 31, 2023. The Company recorded reinsurance premiums ceded of $ 7.2 million, $ 6.3 million, $ Nil and $ 7.8 million during the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.
In December 2023, Hamilton Group sponsored a new industry loss index-triggered catastrophe bond through the issuance of Series 2024-1 Class A Principal-at-Risk Variable Rate Notes by Bermuda-domiciled Easton Re Ltd. (also "Easton Re"), which provide the Company's operating platforms with multi-year risk transfer capacity of $ 200 million to protect against named storm risk in the United States and earthquake risk in the United States and Canada. The risk period for Easton Re is from January 1, 2024 to December 31, 2026. See Note 1, Organization for further details.
F-28
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
9. Reserve for Losses and Loss Adjustment Expenses
The following table presents a reconciliation of unpaid losses and loss adjustment expenses ("LAE"):
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Gross unpaid losses and loss adjustment expenses,
beginning of period $ 2,856,275 $ 2,415,491 $ 2,379,027 $ 2,054,628
Reinsurance recoverable on unpaid losses 1,177,863 1,112,543 1,118,273 1,076,063
Net unpaid losses and loss adjustment expenses,
beginning of period 1,678,412 1,302,948 1,260,754 978,565
Net losses and loss adjustment expenses incurred in respect
of losses occurring in:
Current year 730,220 778,936 56,650 628,781
Prior years ( 15,617 ) ( 20,603 ) — 11,779
Total incurred 714,603 758,333 56,650 640,560
Net losses and loss adjustment expenses paid in respect of
losses occurring in:
Current year 62,811 61,649 3,767 55,979
Prior years 501,987 315,537 11,082 255,543
Total paid 564,798 377,186 14,849 311,522
Foreign currency revaluation and other 40,743 ( 5,683 ) 393 ( 46,849 )
Net unpaid losses and loss adjustment expenses,
end of period 1,868,960 1,678,412 1,302,948 1,260,754
Reinsurance recoverable on unpaid losses 1,161,077 1,177,863 1,112,543 1,118,273
Gross unpaid losses and loss adjustment expenses,
end of period $ 3,030,037 $ 2,856,275 $ 2,415,491 $ 2,379,027
Net favorable prior year development of $ 15.6 million for the year ended December 31, 2023 was comprised of $ 10.4 million and $ 5.2 million of favorable prior year development on attritional and catastrophe losses, respectively. See below for further details:
• Net favorable development of $ 18.6 million on specialty contracts, driven by lower loss estimates across various classes; partially offset by
• Net unfavorable development of $ 4.6 million on property contracts, primarily driven by higher than expected claims related to Winterstorm Elliott and development on certain attritional claims, including claims arising from exited classes of business;
• Net unfavorable development of $ 3.4 million on casualty lines of business, reflecting modest unfavorable development on certain classes of business; and
• In addition, casualty business protected by the LPT discussed in Note 8, Reinsurance, benefited from $ 4.2 million in amortization of the associated deferred gain and favorable development in the underlying reserves of $ 0.8 million, for a total net positive earnings impact of $ 5.0 million.
F-29
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Net favorable prior year development of $ 20.6 million for the year ended December 31, 2022 was comprised of $ 17.4 million and $ 3.2 million of favorable prior year development on catastrophe and attritional losses, respectively. See below for further details:
• Net favorable development of $ 36.9 million on specialty contracts, driven by reductions in loss estimates across multiple classes;
• Net favorable development of $ 0.4 million on property contracts, related to $ 9.5 million of favorable development on Hurricane Ida that was partially offset by $ 7.0 million of unfavorable attritional loss development and $ 2.1 million of unfavorable development on various other catastrophes; partially offset by
• Net unfavorable development of $ 23.7 million on casualty lines of business, primarily related to discontinued business; and
• In addition, casualty business protected by the LPT discussed in Note 8, Reinsurance , recorded favorable gross development which was partially offset by amortization of the associated deferred gain, resulting in a net positive earnings impact of $ 7.0 million.
There was no prior year development for the month ended December 31, 2021.
Net unfavorable prior year development of $ 11.8 million for the year ended November 30, 2021 was comprised of $ 19.9 million of unfavorable prior year development on catastrophe losses, partially offset by $ 8.1 million of favorable prior year development on attritional losses. See below for further details:
• Net unfavorable development of $ 23.2 million on property contracts, driven by increases in loss estimates for Covid-19 and Hurricanes Laura, Sally, and Zeta;
• Net unfavorable development of $ 15.2 million on casualty contracts, driven by increased loss estimates; partially offset by
• Net favorable development of $ 33.4 million on specialty contracts, driven by lower than expected loss experience;
• Net favorable development of $ 7.8 million on loss adjustment reserves related to the 2019 business acquisition; and
• In addition, casualty business protected by the LPT discussed in Note 8, Reinsurance, recorded unfavorable gross development which was partially offset by amortization of the associated deferred gain, resulting in a net negative earnings impact of $ 14.6 million.
Reinsurance recoverable on unpaid losses related to the LPT discussed in Note 8, Reinsurance was recognized in the reconciliation of beginning and ending gross and net loss and LAE reserves.
The Company amortized acquisition costs of $ 309.1 million, $ 271.2 million, $ 24.0 million and $ 229.2 million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.
Ukraine Conflict
The estimate of net reserves for losses and loss adjustment expenses related to the ongoing Ukraine conflict is subject to significant uncertainty. As at December 31, 2023 and 2022, recorded reserves relating to the Ukraine conflict totaled $ 64.9 million and $ 79.3 million, respectively.
Covid-19
Our Covid-19 losses also remain subject to significant uncertainty. Actual ultimate losses for these events may differ materially from the Company's current estimates. As at December 31, 2023 and 2022, recorded reserves relating to Covid-19 totaled $ 14.1 million and $ 39.0 million, respectively.
While the Company believes, based on current facts and circumstances, that its estimates of net reserves for losses and loss adjustment expenses are adequate for losses and loss adjustment expenses that have been incurred at December 31, 2023, the Company will continue to monitor its assumptions as new information becomes available and will adjust its estimate of net reserves for losses and loss adjustment expenses as appropriate. Actual ultimate losses for these events may differ materially from the Company's current estimates.
F-30
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Reserving
The Company's reserve for losses and loss adjustment expenses consists of case reserves and IBNR reserves. Case reserves are reserves for reported losses and loss adjustment expenses that have not yet been settled. IBNR are reserves for incurred but not reported losses and loss adjustment expenses, and include reserves for reported losses in excess of case reserves.
Case Reserves
For reinsurance business, the Company typically receives loss notifications from its cedants in the form of loss bordereaux or individual loss notifications. These notifications generally include varying amounts of information about the nature and quantum of the loss, including paid amounts and estimates of outstanding loss. The Company records the estimates of outstanding loss from its cedants as case reserves. Typically there is a timing lag between the cedant establishing a reserve and notifying the loss to the Company. In addition, different cedants have different claims handling practices which result in case reserve estimates that vary in the level of embedded prudence.
For insurance business, the Company records a case reserve for the estimated amount of settlement. This amount is based on the judgment of the Company’s claims team and takes into account the class of business, nature of the claim and, if appropriate, the advice of specialist legal counsel and external loss adjusters, and includes the estimated expenses of settling the claim, such as legal and other fees. The Company may sometimes use third party claims administrators to handle claims and set case reserves, within defined authority levels and service level agreements. In syndicated markets such as Lloyd’s, the Company’s case reserve will be based in part on information provided by the lead insurer, where the Company is not an agreement party. Any adjustments to case reserves are accounted for as changes in estimates and recorded in the period in which such changes are identified.
IBNR Reserves
The Company establishes IBNR reserves for large events based on a number of different factors, including discussions with brokers and cedants, proprietary loss modelling and pricing software, estimates of market loss and market share, experience from historical large events and other information that can guide the estimates of loss reserves. The Company's actuaries may use other approaches in addition to those described, and supplement these methods with judgement where they deem appropriate, depending upon the characteristics of the class of business and available data. These estimates are reviewed periodically as new information emerges.
IBNR reserves for attritional losses are established using actuarial loss reserving techniques. These techniques include the loss development factor method, Bornheutter Ferguson method, the Initial Expected Loss Ratio method, and other techniques. These techniques rely on estimates of paid and reported loss development patterns and estimates of the loss ratio at the inception of the contract. The Company’s actuaries review the estimates of IBNR reserves on a quarterly basis and adjust the estimates as new information becomes available. Any such adjustments are accounted for as changes in estimates and recorded in the periods in which they become known.
To establish IBNR reserves for attritional losses, contracts are grouped into cohorts, or reserving classes, that have similar coverage, inception period and loss reporting characteristics. The paid and reported losses for these reserving classes are tracked over time against expectations and against the actuarial loss reserving indications and IBNR reserve selected for each cohort.
Claims Development and Frequency
For incurred and paid accident year claims denominated in foreign currency, the Company used the current year-end balance sheet foreign exchange rate for all periods provided, thereby eliminating the effects of changes in foreign currency translation rates from the incurred and paid accident year claims development information included in the following tables.
In determining the cumulative number of reported claims, the Company measures claim counts on its insurance business by individual claimant where information is available. The claim counts include all claims reported where the Company has identified a potential liability for the claim even if there is no existing reserve. Reinsurance business is typically written under either proportional (quota share arrangements) or non-proportional arrangements (excess of loss or other facultative covers).
F-31
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The Company typically does not have direct access to claim frequency information underlying its assumed quota share arrangements, given the nature of that business. In addition, multiple claims are often aggregated by the ceding company before being reported to the Company. The Company generally does not use claim frequency information in the determination of loss reserves or for other internal purposes relating to proportional business. In addition, the nature, size, terms and conditions of contracts entered into by the Company may change from one accident year to the next and the quantum of contractual or policy limits, and accordingly, the potential amount of losses and loss adjustment expenses associated with a reported claim, can range from nominal to significant, and therefore the Company does not believe providing claims frequency information is practicable as it relates to its proportional business.
The Company has developed claims frequency information associated with its non-proportional reinsurance contracts. In determining claims frequency for its excess-of-loss reinsurance contracts, claims counts include all claims reported by each insured where a reserve for losses and loss adjustment expenses has been recorded. The Company has assumed that claims below the loss layer of a contract are excluded; if an insured's claim impacts multiple layers of a contract, the Company considers each impact to be a separate claim, and for an insured loss impacting more than one operating subsidiary, each impact is considered a separate claim.
Claims Development
The information provided herein about incurred and paid accident year claims development, net of reinsurance, for the periods ended prior to December 31, 2023 and the annual percentage payouts of incurred claims by age, net of reinsurance, is presented as supplementary information. The following tables show the paid and incurred loss development by broad classification based on groupings of contracts that are similar in coverage and duration:
F-32
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
International Property
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2023
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2015 $ 1 $ 1 $ 1 $ — $ — $ — $ — $ — $ — $ — 2
2016 7,527 6,551 6,212 6,351 6,011 7,155 7,261 7,349 $ 31 903
2017 38,379 42,986 44,911 41,819 41,260 41,224 41,230 230 1,164
2018 24,037 26,191 24,873 24,537 24,542 24,466 1,655 1,120
2019 32,695 33,895 36,609 36,672 36,687 1,746 1,421
2020 134,743 144,201 143,676 143,418 10,630 2,201
2021 113,813 124,917 121,907 14,221 1,529
2022 81,324 74,560 20,374 1,031
2023 53,085 36,154 492
Total $ 502,702 $ 85,041 9,863
(1) Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2015 $ — $ — $ — $ — $ — $ — $ — $ — $ —
2016 171 3,428 4,567 6,668 7,049 6,891 7,003 7,277
2017 9,249 29,283 34,363 40,193 39,984 40,832 40,900
2018 1,322 12,036 17,340 20,053 20,905 21,964
2019 8,307 21,106 20,940 25,818 32,942
2020 24,365 90,859 115,587 132,191
2021 23,564 63,784 101,064
2022 9,996 46,856
2023 5,502
Total $ 388,696
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 114,006
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1
(unaudited) 2
(unaudited) 3
(unaudited) 4
(unaudited) 5
(unaudited) 6
(unaudited) 7
(unaudited) 8
(unaudited)
16 % 42 % 20 % 13 % 7 % 2 % — % 4 %
(1) Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-33
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
International Casualty
($ in thousands, except claim count)
The following table discloses losses incurred, losses paid and claims data excluding the impact of the loss portfolio transfer discussed in further detail in Note 8, Reinsurance.
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2023
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — —
2016 171 278 243 342 342 342 388 367 222 32
2017 648 5,187 7,354 6,332 5,857 5,121 5,079 413 73
2018 697 5,890 5,686 4,941 4,351 4,453 374 543
2019 19,882 19,199 18,867 18,112 16,817 1,638 2,645
2020 28,692 24,123 17,870 19,426 2,543 3,546
2021 101,549 109,013 107,024 85,506 3,370
2022 144,543 145,030 109,483 3,382
2023 145,783 121,965 3,238
Total $ 443,979 $ 322,144 16,829
(1) Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2015 $ — $ — $ — $ — $ — $ — $ — $ — $ —
2016 — — 82 — — — — —
2017 — 22 629 2,285 2,406 3,964 4,043
2018 35 439 2,266 3,167 3,800 4,011
2019 177 2,719 6,813 13,332 14,992
2020 3,363 8,420 12,480 16,706
2021 795 11,243 20,080
2022 3,240 9,452
2023 5,240
Total $ 74,524
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 369,455
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1
(unaudited) 2
(unaudited) 3
(unaudited) 4
(unaudited) 5
(unaudited) 6
(unaudited) 7
(unaudited) 8
(unaudited)
3 % 8 % 13 % 29 % 9 % 18 % 1 % — %
(1) Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-34
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
International Specialty
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2023
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2015 $ — $ 93 $ 138 $ 218 $ 212 $ 144 $ 149 $ 94 $ 100 $ — 65
2016 2,534 4,771 5,383 5,232 5,370 3,668 3,367 3,325 31 766
2017 22,378 17,430 16,943 15,256 22,030 25,397 27,714 730 1,300
2018 31,724 30,606 29,176 33,129 37,834 42,995 704 1,587
2019 108,035 109,971 104,017 97,777 95,702 6,521 2,728
2020 119,790 116,242 106,774 105,314 10,628 2,864
2021 124,844 136,998 138,471 43,598 2,939
2022 129,423 119,581 51,235 2,478
2023 178,429 132,862 1,289
Total $ 711,631 $ 246,309 16,016
(1) Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2015 $ — $ 16 $ 62 $ 119 $ 147 $ 150 $ 150 $ 94 $ 94
2016 248 2,141 4,000 3,098 3,446 3,600 3,265 3,265
2017 2,427 8,992 16,986 21,763 21,256 23,043 25,858
2018 2,054 17,155 30,652 30,839 35,614 40,792
2019 14,076 59,152 77,532 78,807 86,733
2020 12,218 53,425 84,864 94,657
2021 9,743 45,838 67,950
2022 9,001 41,596
2023 17,943
Total $ 378,888
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 332,743
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1
(unaudited) 2
(unaudited) 3
(unaudited) 4
(unaudited) 5
(unaudited) 6
(unaudited) 7
(unaudited) 8
(unaudited)
10 % 33 % 23 % 6 % 7 % 10 % 8 % ( 2 ) %
(1) Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-35
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Bermuda Property
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2023
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2014 (unaudited) 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2014 $ 19,416 $ 20,563 $ 19,374 $ 17,894 $ 17,723 $ 17,727 $ 17,662 $ 17,424 $ 17,440 $ 17,437 $ — 49
2015 29,519 17,011 12,664 12,195 7,828 6,494 6,468 6,439 5,668 — 41
2016 56,248 39,028 37,689 36,081 35,212 36,424 35,698 35,155 4 107
2017 100,840 98,208 93,419 81,078 79,511 83,438 83,626 615 272
2018 69,118 83,023 79,102 79,015 74,200 70,863 429 233
2019 23,664 48,629 58,264 59,009 57,180 2,033 140
2020 113,895 122,350 127,424 125,957 7,839 280
2021 147,349 163,291 158,148 16,755 205
2022 183,258 209,851 49,850 229
2023 103,207 53,581 68
Total $ 867,092 $ 131,106 1,624
(1)
Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2014 (unaudited) 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2014 $ 8,047 $ 14,310 $ 15,920 $ 16,592 $ 17,005 $ 17,240 $ 17,313 $ 17,377 $ 17,419 $ 17,419
2015 1,775 4,664 5,163 5,297 5,417 5,608 5,630 5,646 5,647
2016 12,840 25,596 29,623 31,685 32,882 33,985 34,609 34,741
2017 24,533 90,864 71,190 82,940 71,795 75,524 78,356
2018 12,631 71,557 85,660 67,547 65,583 67,410
2019 2,401 32,433 38,002 46,504 49,705
2020 13,253 48,246 75,445 104,870
2021 16,080 71,293 106,089
2022 35,261 109,215
2023 26,199
Total $ 599,651
Outstanding liabilities for accident year 2013 and prior, net of reinsurance $ 40
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 267,481
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1 (unaudited) 2 (unaudited) 3 (unaudited) 4 (unaudited) 5 (unaudited) 6 (unaudited) 7 (unaudited) 8 (unaudited) 9 (unaudited)
18 % 45 % 12 % 9 % ( 3 ) % 3 % 3 % — % — %
(1)
Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-36
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Bermuda Casualty
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2023
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2014 (unaudited) 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2014 $ 13,350 $ 13,408 $ 18,549 $ 12,871 $ 18,254 $ 19,966 $ 16,478 $ 16,552 $ 16,631 $ 24,475 $ 1,569 7
2015 19,729 18,378 31,722 30,525 38,780 39,509 50,742 49,692 41,835 9,062 35
2016 44,749 50,174 54,551 54,883 57,099 56,571 60,536 55,193 6,917 7
2017 85,123 96,716 101,802 105,869 113,845 126,429 138,131 12,038 37
2018 101,827 116,054 123,517 122,003 132,004 133,735 23,448 29
2019 85,787 96,535 101,905 101,020 105,609 36,330 18
2020 82,179 84,742 88,638 88,825 37,197 21
2021 69,924 79,272 80,188 48,917 7
2022 110,673 110,424 93,694 3
2023 170,569 153,732 25
Total $ 948,984 $ 422,904 189
(1)
Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2014 (unaudited) 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2014 $ 776 $ 2,026 $ 3,330 $ 4,687 $ 6,223 $ 10,512 $ 12,847 $ 13,336 $ 13,846 $ 23,812
2015 708 2,111 3,569 11,246 16,953 18,828 25,671 34,198 30,726
2016 1,541 5,169 12,678 20,504 27,103 35,482 39,381 41,115
2017 3,792 10,961 22,829 50,471 70,548 91,855 106,013
2018 3,782 22,800 50,903 66,889 70,939 87,677
2019 3,965 11,094 23,445 36,161 53,528
2020 5,417 14,495 19,713 35,047
2021 1,934 4,523 11,255
2022 696 4,744
2023 2,025
Total $ 395,942
Outstanding liabilities for accident year 2013 and prior, net of reinsurance $ 47
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 553,089
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1 (unaudited) 2 (unaudited) 3 (unaudited) 4 (unaudited) 5 (unaudited) 6 (unaudited) 7 (unaudited) 8 (unaudited) 9
(unaudited)
3 % 7 % 11 % 15 % 11 % 13 % 10 % 9 % ( 4 ) %
(1)
Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-37
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Bermuda Specialty
($ in thousands, except claim count)
Incurred Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended As of December 31, 2023
November 30, December 31, IBNR (1)
Cumulative Number of Reported Claims
Accident
year 2014 (unaudited) 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2014 $ 11,857 $ 12,478 $ 10,293 $ 8,377 $ 9,123 $ 8,865 $ 8,730 $ 8,612 $ 8,540 $ 8,594 $ — 19
2015 27,712 26,686 19,347 19,240 17,467 16,820 15,383 15,672 15,289 31 39
2016 38,154 34,919 28,984 23,211 19,854 16,865 15,849 15,853 650 58
2017 57,663 44,254 36,329 29,628 24,489 26,829 27,340 961 74
2018 58,959 52,742 48,477 45,178 38,695 39,937 1,494 88
2019 62,474 56,425 48,991 49,175 48,529 3,908 101
2020 63,432 56,970 52,262 54,681 5,184 111
2021 53,898 46,105 35,653 12,686 31
2022 117,717 114,398 85,491 57
2023 62,287 52,847 20
Total $ 422,561 $ 163,252 598
(1)
Total of incurred but not reported liabilities plus expected development on reported claims
Cumulative Paid Losses and Allocated Loss Adjustment Expenses, Net of Reinsurance
For the years ended
November 30, December 31,
Accident
year 2014 (unaudited) 2015 (unaudited) 2016 (unaudited) 2017 (unaudited) 2018 (unaudited) 2019 (unaudited) 2020 (unaudited) 2021 (unaudited) 2022 (unaudited) 2023
2014 $ 2,218 $ 7,196 $ 6,767 $ 6,362 $ 7,454 $ 7,503 $ 7,519 $ 8,208 $ 8,313 $ 8,418
2015 3,330 8,638 13,136 13,115 14,192 14,397 14,432 14,767 14,832
2016 2,938 8,661 5,632 10,814 13,116 13,589 13,810 14,413
2017 2,217 10,194 14,114 16,417 17,726 22,638 24,384
2018 7,607 19,326 25,826 28,223 27,789 33,653
2019 6,373 20,505 29,083 36,472 45,062
2020 9,160 25,585 32,653 43,226
2021 3,862 7,248 15,938
2022 3,465 17,086
2023 5,028
Total $ 222,040
Outstanding liabilities for accident year 2013 and prior, net of reinsurance $ 624
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance $ 201,145
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (1)
Years 1 (unaudited) 2 (unaudited) 3 (unaudited) 4 (unaudited) 5 (unaudited) 6 (unaudited) 7 (unaudited) 8 (unaudited) 9 (unaudited)
11 % 23 % 15 % 13 % 9 % 11 % 3 % 4 % 1 %
(1)
Unaudited supplementary information is a weighted average derived from the incurred losses and allocated loss adjustment expenses, net of reinsurance triangle and cumulative paid losses and allocated loss adjustment expenses, net of reinsurance triangle.
F-38
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Reconciliation
December 31,
($ in thousands) 2023
Net outstanding liabilities
International - Property $ 114,006
International - Casualty 369,455
International - Specialty 332,743
Bermuda - Property 267,481
Bermuda - Casualty 553,089
Bermuda - Specialty 201,145
Liabilities for unpaid losses and loss adjustment expenses, net of reinsurance 1,837,919
Reinsurance recoverable on unpaid claims
International - Property 57,200
International - Casualty 642,090
International - Specialty 181,977
Bermuda - Property 45,112
Bermuda - Casualty 169,672
Bermuda - Specialty 65,026
Total reinsurance recoverable on unpaid claims 1,161,077
Other insurance lines 4,619
Unallocated loss adjustment expenses 26,422
31,041
Total gross liability for unpaid losses and loss adjustment expenses $ 3,030,037
F-39
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
10. Segment Reporting
The Company has determined its reportable business segments based on the information used by management in assessing performance and allocating resources to underwriting operations and has identified two reportable business segments - International and Bermuda. Each of the Company's identified reportable segments has a Chief Executive Officer who is responsible for the overall profitability of their segment and who regularly reports and is directly accountable to the chief operating decision maker: the Chief Executive Officer of the consolidated group.
The Company evaluates reportable segment performance based on their respective underwriting income or loss. Underwriting income or loss is calculated as net premiums earned less losses and loss adjustment expenses, acquisition costs, and other underwriting expenses, net of third party fee income. General and administrative expenses not incurred by the reportable segments are included in corporate and other expenses as part of the reconciliation of net underwriting income or loss to net income or loss attributable to common shareholders. As the Company does not manage its assets by reportable segment, investment income and assets are not allocated to reportable segments.
The Company's core business is underwriting and its underwriting results are reflected in its reportable segments: (1) International, which is comprised of property, casualty and specialty insurance and reinsurance classes of business originating from the Company’s London, Dublin, and Hamilton Select operations; and (2) Bermuda, which is comprised of property, casualty and specialty insurance and reinsurance classes of business originating from Hamilton Re, Bermuda and Hamilton Re US and subsidiaries. The Company considers many factors, including the nature of each segment’s products, client types, production sources, distribution methods and the regulatory environment, in determining the aggregated operating segments.
Corporate includes net realized and unrealized gains (losses) on investments, net investment income (loss), net gain on sale of equity method investment, other income (loss) not incurred by the reportable segments, net foreign exchange gains (losses), general and administrative expenses not incurred by the reportable segments, impairment of goodwill, amortization of intangible assets, interest expense, and income tax expense (benefit).
F-40
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
($ in thousands)
For the Year Ended December 31, 2023 International Bermuda Corporate Total
Gross premiums written $ 1,105,522 $ 845,516 $ — $ 1,951,038
Net premiums written $ 770,399 $ 710,039 $ — $ 1,480,438
Net premiums earned $ 703,508 $ 615,025 $ — $ 1,318,533
Third party fee income 9,685 8,549 — 18,234
Losses and loss adjustment expenses 362,137 352,466 — 714,603
Acquisition costs 186,698 122,450 — 309,148
Other underwriting expenses 127,402 55,763 — 183,165
Underwriting income (loss) $ 36,956 $ 92,895 $ — $ 129,851
Net realized and unrealized gains (losses) on investments 209,399 209,399
Net investment income (loss) 30,456 30,456
Net gain on sale of equity method investment 211 211
Other income (loss), excluding third party fee income 397 397
Net foreign exchange gains (losses) ( 6,185 ) ( 6,185 )
Corporate expenses ( 76,691 ) ( 76,691 )
Amortization of intangible assets ( 10,783 ) ( 10,783 )
Interest expense ( 21,434 ) ( 21,434 )
Income (loss) before income tax 255,221
Income tax (expense) benefit 25,066 25,066
Net income (loss) 280,287
Net income (loss) attributable to non-controlling interest 21,560 21,560
Net income (loss) attributable to common shareholders $ 258,727
Key Ratios
Attritional loss ratio - current year 53.2 % 51.1 % 52.2 %
Attritional loss ratio - prior year development ( 3.5 ) % 2.3 % ( 0.8 ) %
Catastrophe loss ratio - current year 1.5 % 5.1 % 3.2 %
Catastrophe loss ratio - prior year development 0.3 % ( 1.2 ) % ( 0.4 ) %
Loss and loss adjustment expense ratio 51.5 % 57.3 % 54.2 %
Acquisition cost ratio 26.5 % 19.9 % 23.4 %
Other underwriting expense ratio 16.7 % 7.7 % 12.5 %
Combined ratio 94.7 % 84.9 % 90.1 %
F-41
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
($ in thousands)
For the Year Ended December 31, 2022 International Bermuda Corporate Total
Gross premiums written $ 933,241 $ 713,432 $ — $ 1,646,673
Net premiums written $ 635,773 $ 586,091 $ — $ 1,221,864
Net premiums earned $ 623,047 $ 520,667 $ — $ 1,143,714
Third party fee income 11,430 201 — 11,631
Losses and loss adjustment expenses 335,484 422,849 — 758,333
Acquisition costs 170,571 100,618 — 271,189
Other underwriting expenses 108,239 49,301 — 157,540
Underwriting income (loss) $ 20,183 $ ( 51,900 ) $ — $ ( 31,717 )
Net realized and unrealized gains (losses) on investments 86,357 86,357
Net investment income (loss) ( 21,487 ) ( 21,487 )
Net gain on sale of equity method investment 6,991 6,991
Other income (loss), excluding third party fee income ( 315 ) ( 315 )
Net foreign exchange gains (losses) 6,137 6,137
Corporate expenses ( 20,142 ) ( 20,142 )
Impairment of goodwill ( 24,082 ) ( 24,082 )
Amortization of intangible assets ( 12,832 ) ( 12,832 )
Interest expense ( 15,741 ) ( 15,741 )
Income (loss) before income tax ( 26,831 )
Income tax (expense) benefit ( 3,104 ) ( 3,104 )
Net income (loss) ( 29,935 )
Net income (loss) attributable to non-controlling interest 68,064 68,064
Net income (loss) attributable to common shareholders $ ( 97,999 )
Key Ratios
Attritional loss ratio - current year 50.9 % 52.9 % 51.8 %
Attritional loss ratio - prior year development ( 4.8 ) % 5.1 % ( 0.3 ) %
Catastrophe loss ratio - current year 7.2 % 27.1 % 16.3 %
Catastrophe loss ratio - prior year development 0.5 % ( 3.9 ) % ( 1.5 ) %
Loss and loss adjustment expense ratio 53.8 % 81.2 % 66.3 %
Acquisition cost ratio 27.4 % 19.3 % 23.7 %
Other underwriting expense ratio 15.5 % 9.4 % 12.8 %
Combined ratio 96.7 % 109.9 % 102.8 %
F-42
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
($ in thousands)
One Month Ended December 31, 2021 International Bermuda Corporate Total
Gross premiums written $ 87,294 $ 34,519 $ — $ 121,813
Net premiums written $ 67,599 $ 30,322 $ — $ 97,921
Net premiums earned $ 62,372 $ 36,259 $ — $ 98,631
Third party fee income 1,386 ( 37 ) — 1,349
Losses and loss adjustment expenses 33,888 22,762 — 56,650
Acquisition costs 17,192 6,800 — 23,992
Other underwriting expenses 10,377 3,480 — 13,857
Underwriting income (loss) $ 2,301 $ 3,180 $ — $ 5,481
Net realized and unrealized gains (losses) on investments ( 33,526 ) ( 33,526 )
Net investment income (loss) ( 3,222 ) ( 3,222 )
Other income (loss), excluding third party fee income 782 782
Net foreign exchange gains (losses) 16 16
Corporate expenses ( 1,825 ) ( 1,825 )
Amortization of intangible assets ( 1,200 ) ( 1,200 )
Interest expense ( 1,061 ) ( 1,061 )
Income (loss) before income tax ( 34,555 )
Income tax (expense) benefit ( 1,335 ) ( 1,335 )
Net income (loss) ( 35,890 )
Net income (loss) attributable to non-controlling interest ( 3 ) ( 3 )
Net income (loss) attributable to common shareholders $ ( 35,887 )
Key Ratios
Attritional loss ratio - current year 46.1 % 51.3 % 48.0 %
Attritional loss ratio - prior year development — % — % — %
Catastrophe loss ratio - current year 8.2 % 11.5 % 9.4 %
Catastrophe loss ratio - prior year development — % — % — %
Loss and loss adjustment expense ratio 54.3 % 62.8 % 57.4 %
Acquisition cost ratio 27.6 % 18.8 % 24.3 %
Other underwriting expense ratio 14.4 % 9.7 % 12.7 %
Combined ratio 96.3 % 91.3 % 94.4 %
F-43
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
($ in thousands)
For the Year Ended November 30, 2021 International Bermuda Corporate Total
Gross premiums written $ 892,292 $ 554,259 $ — $ 1,446,551
Net premiums written $ 640,816 $ 444,612 $ — $ 1,085,428
Net premiums earned $ 557,139 $ 385,410 $ — $ 942,549
Third party fee income 20,672 350 — 21,022
Losses and loss adjustment expenses 352,859 287,701 — 640,560
Acquisition costs 154,969 74,244 — 229,213
Other underwriting expenses 112,055 37,767 — 149,822
Underwriting income (loss) $ ( 42,072 ) $ ( 13,952 ) $ — $ ( 56,024 )
Net realized and unrealized gains (losses) on investments 352,193 352,193
Net investment income (loss) ( 43,217 ) ( 43,217 )
Net gain on sale of equity method investment 54,557 54,557
Other income (loss), excluding third party fee income ( 11 ) ( 11 )
Net foreign exchange gains (losses) 6,442 6,442
Corporate expenses ( 22,472 ) ( 22,472 )
Impairment of goodwill ( 936 ) ( 936 )
Amortization of intangible assets ( 13,431 ) ( 13,431 )
Interest expense ( 14,897 ) ( 14,897 )
Income (loss) before income tax 262,204
Income tax (expense) benefit ( 12,365 ) ( 12,365 )
Net income (loss) 249,839
Net income (loss) attributable to non-controlling interest 61,660 61,660
Net income (loss) attributable to common shareholders $ 188,179
Key Ratios
Attritional loss ratio - current year 50.4 % 52.0 % 51.1 %
Attritional loss ratio - prior year development 0.1 % ( 2.3 ) % ( 0.9 ) %
Catastrophe loss ratio - current year 10.7 % 22.8 % 15.7 %
Catastrophe loss ratio - prior year development 2.1 % 2.1 % 2.1 %
Loss and loss adjustment expense ratio 63.3 % 74.6 % 68.0 %
Acquisition cost ratio 27.8 % 19.3 % 24.3 %
Other underwriting expense ratio 16.4 % 9.7 % 13.7 %
Combined ratio 107.5 % 103.6 % 106.0 %
The following table presents gross premiums written by the geographical location of the Company's subsidiaries:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands) 2023 2022 2021 2021
International
Lloyd's of London $ 677,415 $ 561,432 $ 49,405 $ 559,914
Ireland 349,896 345,088 37,889 332,378
U.S. 78,211 26,721 — —
Total International 1,105,522 933,241 87,294 892,292
Bermuda 845,516 713,432 34,519 554,259
Total $ 1,951,038 $ 1,646,673 $ 121,813 $ 1,446,551
F-44
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
11. Debt and Credit Facilities
Debt
On June 23, 2022, Hamilton Group renewed its unsecured $ 150 million term loan credit arrangement, as amended from time to time (the "Facility"), with various lenders as arranged by Wells Fargo Securities, LLC. All or a portion of the loan issued under the renegotiated Facility bears interest at either (a) the Base Rate plus the Applicable Margin or (b) the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus the Applicable Margin, at Hamilton Group's discretion. In the event of default, an additional 2 % interest in excess of (a) or (b) will be levied, not to exceed the highest rate permissible under applicable law, and certain types of loans may not be available for borrowing by Hamilton Group under the Facility. The Facility matures on June 23, 2025, unless accelerated pursuant to the terms of the Facility, and it contains usual and customary representations, warranties, conditions and covenants for bank loan facilities of this type. The Facility also contains certain financial covenants which cap the ratio of consolidated debt to capital and require that Hamilton Group maintain a certain minimum consolidated net worth. The net worth requirement is recalculated effective as of the end of each fiscal quarter. As of December 31, 2023, the outstanding loan balance was $ 150.0 million, the fair value was $ 151.0 million, the unamortized issuance costs were $ 0.2 million, and the Company was in compliance with all covenants .
Debt issuance costs are amortized over the period during which the Facility is outstanding, as an offset to investment income. The Company amortized debt issuance costs of $ 0.1 million or less in each of the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021. The Company’s debt is classified as Level 3 within the fair value hierarchy because it is valued using an income approach, which utilizes a discounted cash flow technique that considers the credit profile of the Company.
Credit Facilities
The Company has several available letter of credit facilities and a revolving loan facility provided by commercial banks. The letter of credit facilities are utilized to provide collateral to reinsureds of Hamilton Re and its affiliates to the extent required under reinsurance agreements and to support capital requirements at Lloyd’s.
On December 5, 2018 and December 27, 2018, Hamilton Re Ltd entered into a Master Agreement for Issuance of Payment Instruments and a Facility Letter for Issuance of Payment Instruments respectively, with CitiBank Europe Plc ("CitiBank Europe"), under which CitiBank Europe agreed to provide an uncommitted secured letter of credit facility for the issuance of standby letters of credit or similar instruments in multiple currencies. On August 8, 2023, letter of credit capacity under this facility was increased to $ 200 million. At all times during which it is a party to the facility, Hamilton Re is obligated to pledge to CitiBank Europe cash and/or securities with a value that equals or exceeds the aggregate face amount of its then-outstanding letters of credit. The Master Agreement contains events of default customary for facilities of this type. In the facility letter, Hamilton Re makes representations and warranties that are customary for facilities of this type and agrees that it will comply with certain informational and other undertakings.
On June 23, 2022, Hamilton Group and Hamilton Re amended and restated their unsecured credit agreement with a syndication of lenders (the "Unsecured Facility"). Under the Unsecured Facility, the lenders have agreed to provide up to an aggregate of $ 415 million of letter of credit capacity for Hamilton Re, up to $ 150 million of which may be utilized for revolving loans to be issued to Hamilton Group. At December 31, 2023, there were no loan amounts outstanding under this facility. Letters of credit issued under the facility bear interest at a rate of 150 basis points, while revolving loans, if issued, are subject to a fee of SOFR plus a margin of 185 basis points. To the extent such loans are issued, the available letter of credit capacity shall decrease proportionally, such that the aggregate credit exposure for the lenders under the credit agreement is $ 415 million. Amounts unutilized under the facility are subject to a fee of 22.5 basis points. Capacity is provided by Wells Fargo, National Association, Truist Bank, BMO Harris Bank N.A., Commerzbank AG, New York Branch, HSBC Bank USA, N. A., and Barclays Bank PLC. Unless renewed or otherwise terminated in accordance with its terms, the Unsecured Facility is scheduled to terminate on June 23, 2025.
F-45
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
On August 11, 2023, Hamilton Re and HIDAC amended their committed letter of credit facility agreement with Bank of Montreal ("BMO"), with Hamilton Group as guarantor, under which BMO agreed to make available a secured letter of credit facility of $ 50 million for a term that will expire on August 13, 2024. The facility bears a fee of 40 basis points for letters of credit issued and 15 basis points on any unutilized portion of the facility.
On October 26, 2023, Hamilton Re amended its letter of credit facility agreement with UBS AG ("UBS") under which UBS and certain of its affiliates agreed to make available to Hamilton Re a secured letter of credit facility of $ 100 million for a term that will expire on October 26, 2024. The facility bears a fee of 140 basis points on the total available capacity.
In addition, on October 27, 2023, Hamilton Re amended the unsecured letter of credit facility agreement that it utilizes to provide Funds at Lloyd's ("FAL") ("FAL LOC Facility") to support the FAL requirements of Syndicate 4000. Capacity is provided by Barclays Bank PLC, ING Bank N.V., London Branch, and Bank of Montreal, London Branch. The FAL LOC Facility was increased to $ 230 million for an additional one year term that expires on October 27, 2024. The facility bears a fee of 162.5 basis points on the borrowed amount.
The Company’s obligations under its credit facilities require Hamilton Group, Hamilton Re and the other parties thereto to comply with various financial and reporting covenants. All applicable entities were in compliance with all such covenants at December 31, 2023.
Certain of the Company's credit facilities are secured by pledged interests in the TS Hamilton Fund, the Company's fixed income security portfolio, or cash. The Company’s credit facilities at December 31, 2023, and associated securities pledged, were as follows:
($ in thousands)
2023
Available letter of credit and revolving loan facilities - commitments
$ 995,000
Available letter of credit and revolving loan facilities - in use
694,681
Security pledged under letter of credit and revolving loan facilities:
Pledged interests in TS Hamilton Fund
$ 241,711
Pledged interests in fixed income portfolio
229,387
Cash 1,624
The Company has recognized interest expense related to the above debt and credit facilities of $ 21.4 million, $ 15.7 million, $ 1.1 million and $ 14.9 million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.
F-46
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
12. Share Capital
Authorized and Issued
Hamilton Group’s share capital at December 31, 2023 and 2022 is comprised as follows:
($ in thousands, except share information)
Authorized:
Common shares of $ 0.01 par value each (2023: 150,000,000 and 2022: 135,000,000 )
Issued, outstanding and fully paid: 2023 2022
Class A common shares (2023: 28,644,807 and 2022: 30,520,078 )
$ 286 $ 305
Class B common shares (2023: 56,036,067 and 2022: 42,042,155 )
560 420
Class C common shares (2023: 25,544,229 and 2022: 30,525,626 )
255 305
Total $ 1,101 $ 1,030
The following is a summary of the activity related to common shares authorized:
Class A Class B Class C Unclassified Total
Balance - November 30, 2020 53,793,690 81,206,310 — — 135,000,000
Share class conversions — ( 34,307,698 ) 34,307,698 — —
Balance - November 30, 2021 53,793,690 46,898,612 34,307,698 — 135,000,000
Balance - December 31, 2021 53,793,690 46,898,612 34,307,698 — 135,000,000
Share class conversions 200,000 3,582,072 ( 3,782,072 ) — —
Balance - December 31, 2022 53,993,690 50,480,684 30,525,626 — 135,000,000
Increased in authorized share capital — 15,000,000 — — 15,000,000
Share class conversions ( 25,348,883 ) 6,856,668 ( 4,981,397 ) 23,473,612 —
Balance - December 31, 2023 28,644,807 72,337,352 25,544,229 23,473,612 150,000,000
F-47
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The following is a summary of the activity related to common shares issued and outstanding:
Class A Class B Class C Total
Balance - November 30, 2020 30,320,078 72,134,229 — 102,454,307
Share class conversions — ( 34,307,698 ) 34,307,698 —
Vesting of awards — 439,936 — 439,936
Employee and director share purchases — 65,808 — 65,808
Director share awards granted — 46,086 — 46,086
Share repurchases — ( 465,368 ) — ( 465,368 )
Balance - November 30, 2021 30,320,078 37,912,993 34,307,698 102,540,769
Director share awards granted — 22,273 — 22,273
Balance - December 31, 2021 30,320,078 37,935,266 34,307,698 102,563,042
Share class conversions 200,000 3,582,072 ( 3,782,072 ) —
Vesting of awards — 580,935 — 580,935
Employee and director share purchases — 22,750 — 22,750
Director share awards granted — 25,805 — 25,805
Share repurchases — ( 104,673 ) — ( 104,673 )
Balance - December 31, 2022 30,520,078 42,042,155 30,525,626 103,087,859
Share class conversions ( 1,875,271 ) 6,856,668 ( 4,981,397 ) —
IPO shares issued — 6,250,000 — 6,250,000
Vesting of awards — 735,013 — 735,013
Exercise of warrants — 271,097 — 271,097
Director share awards granted — 44,892 — 44,892
Share repurchases — ( 163,758 ) — ( 163,758 )
Balance - December 31, 2023 28,644,807 56,036,067 25,544,229 110,225,103
In general, holders of Class A common shares and Class B common shares have one vote for each common share held while the Class C common shares have no voting rights, except as required by law. However, each holder of Class A common shares and Class B common shares is limited to voting (directly, indirectly or constructively, as determined for U.S. federal income tax purposes) that number of common shares equal to 9.5 % of the total combined voting power of all classes of shares of the Company (or, in the case of a class vote by the holders of the Class B common shares, such as in respect of the election or removal of directors other than for directors who are appointed by certain shareholders pursuant to the Shareholders Agreement and the Bye-laws, a maximum of 14.92 % of the total combined voting power). In addition, the Board of Directors may limit a shareholder’s voting rights when it deems it appropriate to do so to avoid certain material adverse tax, legal or regulatory consequences to the Company or any direct or indirect shareholder or its affiliates.
The Company Bye-laws provide for the automatic redesignation of shares upon any transfer, whether or not for value, from (i) Class A common shares to Class B common shares and from (ii) Class C common shares to Class B common shares. Upon notice from a Class A Member to the Company that certain Class B common shares are held by a Class A Member or a Permitted Transferee thereof, if so requested by the Class A Member and upon approval by a Simple Majority of the Board, such Class B common shares shall convert automatically into the same number of Class A common shares. The number of authorized and issued Class B common shares shall be reduced by the aggregate number of such issued Class B common shares so converted and the number of authorized and issued Class A common shares shall be correspondingly increased by the same amount. Upon notice from a Class A Member and/or Class B Member to the Company and upon approval by a Simple Majority of the Board, such consent not to be unreasonably withheld or unduly delayed, such Class A common shares and/or Class B common shares shall be redesignated as Class C common shares. In such instance, the authorized and issued number of Class A common shares and/or Class B common shares shall be reduced by the aggregate number of such shares so converted and the number of Class C common shares shall be correspondingly increased by the same amount. Upon notice from a Class C Member to the Company and upon approval of a Simple Majority of the Board, such consent not to be unreasonably withheld or unduly delayed, such Class C common shares shall be redesignated Class B common shares. In such instance, the authorized and issued number of Class C common shares shall be reduced by the aggregate number of such Class C common shares so converted and the number of authorized and issued Class B common shares shall be correspondingly increased by the same amount.
F-48
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
13. Stock Incentive Plans
The Company was authorized to issue restricted stock units ("RSUs"), performance stock units ("PSUs"), restricted stock awards ("RSAs"), warrants, stock options ("options"), stock appreciation rights, and stock bonus awards to its employees and directors under the 2013 Equity Incentive Plan. In connection with the Company's IPO, the Company's Board of Directors adopted, and the shareholders approved, the 2023 Equity Incentive Plan, under which the Company is authorized to issue RSUs, PSUs, RSAs, options (including incentive stock options and non-qualified stock options), stock appreciation rights, stock bonus awards, other stock-based awards, or any combination thereof. The 2023 Equity Incentive Plan became effective upon the completion of the IPO and replaced the 2013 Equity Incentive Plan. No new awards will be granted under the 2013 Equity Incentive Plan.
The total number of Class B common shares available for issuance under the 2023 Equity Incentive Plan will be increased on the first day of each fiscal year for a period of not more than nine years , commencing on the first day of the second fiscal year following the date on which the 2023 Equity Incentive Plan is adopted in an amount equal to the lesser of (i) two percent ( 2 %) of the outstanding Class B common shares on the last day of the immediately preceding fiscal year, and (ii) such number of Class B common shares as determined by the Company's Board of Directors (or a committee thereof) in its discretion. As of December 31, 2023, 8,194,773 Class B common shares are available for issuance of awards of all types.
The following table presents the compensation expense recognized relating to each award type:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Share-based compensation expense:
RSUs $ 11,358 $ 10,884 $ 911 $ 8,068
VAP RSUs 30,352 — — —
PSUs 2,668 ( 100 ) 132 815
Total share-based compensation expense: 44,378 10,784 1,043 8,883
Tax benefit ( 1,251 ) ( 1,074 ) ( 76 ) ( 621 )
Share-based compensation expense, net of taxes: $ 43,127 $ 9,710 $ 967 $ 8,262
The following table presents the unrecognized compensation expense relating to each award type as at December 31, 2023 and the weighted-average period in years over which it is expected to be recognized.
December 31, 2023
($ in thousands, except for weighted-average recognition period) Unrecognized Share-based Compensation Expense Weighted-Average Recognition Period
(in years)
Unrecognized share-based compensation expense:
RSUs $ 8,037 2.0
VAP RSUs 14,605 0.8
PSUs 7,136 2.3
Total unrecognized share-based compensation expense: $ 29,778
F-49
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Restricted Stock Units
During the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021 , the Company granted employees and directors RSUs with a total estimated fair value of $ 14.2 million, $ 11.8 million, $ Nil , and $ 9.6 million, respectively, which generally vest over a three-year period.
The following table presents a roll forward of the Company’s RSUs based on expected vesting:
Year Ended December 31, 2023
Number of RSUs Weighted-Average Grant Date Fair Value
Balance, beginning of year
1,360,769 $ 14.75
Granted
1,026,113 $ 13.87
Vested
( 658,654 ) $ 15.18
Forfeited
( 67,250 ) $ 14.16
Balance, end of year
1,660,978 $ 14.06
Value Appreciation Pool Restricted Stock Units
The Value Appreciation Pool ("VAP") was a long-term incentive compensation plan that rewarded employees with 10 % of any increase in the multiple of the Company's estimated fair market value to GAAP shareholders' equity between the December 1, 2020 VAP inception date, and either an interim trigger event or the ultimate plan maturity on December 31, 2025. A total of 10.0 million units were available for issuance under this plan.
With effect from March 10, 2023, the VAP was revised to include an Underpin, such that if the ratio of the Company's estimated fair market value to GAAP shareholders' equity on the trigger event date was less than 1.15 , the value of the award was to be calculated with reference to a minimum ratio of 1.15 in order to provide for a minimum payment in respect of the award.
As a then-nonpublic entity, the VAP was initially measured as a liability award at intrinsic value and therefore no compensation cost was recorded over the period December 1, 2020 to March 31, 2023. On May 15, 2023, the Company became a public entity as defined in ASC 718, Stock Compensation , and the VAP was remeasured at fair value. The resulting catch-up expense relating to the period December 1, 2020 to May 15, 2023 was recorded as an adjustment to opening retained earnings. The fair value of the compensation cost was re-estimated at each subsequent reporting date and recognized over the period for which the employee was required to provide services in exchange for the award, with any changes recorded in compensation expense by a cumulative catch-up adjustment.
In the fourth quarter of 2023, the Company consummated an IPO of its Class B common shares and, on November 10, 2023, closed its first day of trading. Completion of the IPO is one of the specified VAP trigger events and the Underpin came into effect for all VAP participants ( 528 at the time of the IPO). The fair value of the VAP on November 10, 2023, as calculated with reference to the terms of the VAP plan, was $ 5.16 per VAP unit and there were 9.5 million units issued and outstanding on that date.
In accordance with the Compensation Committee's decision that VAP award would be settled in shares if triggered by an IPO, the VAP became subject to equity award accounting and the total trigger event date VAP value of $ 49.1 million was divided by the 30-day post IPO average closing market share price of $ 15.32 to determine the number of RSUs (the "VAP RSUs") granted in extinguishment of the VAP units. The VAP RSUs vest in two tranches, subject to continued service: 50 % on each of the first and second anniversaries of the November 10, 2023 trigger event. Participants who leave prior to vesting forfeit any previously unsettled portion of their awards. During the year ended December 31, 2023, the Company recorded compensation expense of $ 34.5 million. $ 4.2 million of this expense was recorded as an adjustment to retained earnings in "Share compensation expense" in the second quarter of 2023.
F-50
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The following table presents a roll forward of the Company’s VAP RSUs based upon expected vesting:
Year Ended December 31, 2023
Number of
VAP RSUs Weighted-Average Grant Date Fair Value
Balance, beginning of year
— $ —
Granted
3,193,525 $ 15.32
Forfeited
( 46,018 ) $ 15.32
Balance, end of year
3,147,507 $ 15.32
Performance Stock Units
During the years ended December 31, 2023 and 2022, and the year ended November 30, 2021, the Company granted PSUs that vest and settle on the third January 1st following their grant dates and entitle participants to between 0 - 200 % of the target award. Settlement of the PSUs is subject to achievement of defined performance metrics and to each participant's continued employment through each vesting date. The performance payout calculation is subject to specified adjustments and is ultimately adjustable at the discretion of the Compensation Committee.
During the year ended December 31, 2023, the Company also granted PSUs that vest and settle on November 10, 2026, subject to achievement of defined performance metrics and the participant's continued employment through each vesting date. All other significant terms and conditions are consistent with the PSUs described above.
There were no PSUs granted during the month ended December 31, 2021.
During the year ended November 30, 2018, the Company also granted PSUs that vest in equal installments on the third, fourth and fifth January 1st following their respective grant dates, subject to achievement of defined performance metrics and the participant's continued employment through each vesting date. All other significant terms and conditions are consistent with the PSUs described above.
The following table presents a grant-date summary of the PSUs awarded to certain employees of the Company:
Years Ended Years Ended
December 31, November 30,
($ in thousands) 2023 2022 2021 2020 2019
Performance units granted
516,542 206,166 188,796 228,135 123,207
Potential maximum share payout
1,033,084 412,332 377,592 456,270 246,414
Aggregate grant date fair value
$ 7,392 $ 2,732 $ 2,502 $ 4,022 $ 2,209
The following table presents an inception-to-date roll forward of the Company’s unvested PSUs based upon expected vesting percentages:
Grant Period
Years Ended Years Ended
December 31, November 30,
2023 2022 2021 2020 2019 2018
Unvested PSUs at target, grant date
516,542 206,166 188,796 228,135 123,207 258,951
Vested
— — — ( 51,469 ) ( 10,904 ) ( 74,673 )
Forfeited
— ( 24,494 ) ( 58,960 ) ( 137,109 ) ( 97,245 ) ( 161,240 )
Change in expected performance factor
— ( 36,334 ) ( 97,377 ) ( 39,557 ) ( 15,058 ) ( 23,038 )
Unvested PSUs at current expected
performance percentage
516,542 145,338 32,459 — — —
F-51
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Warrants
The Company's outstanding warrants were issued in 2014, have a 10-year term and are all vested and exercisable. Each warrant entitles the holder to purchase one common share of Hamilton Group at an exercise price of $ 10.00 . The following table presents a summary of the Company's outstanding and exercisable warrants:
(Intrinsic value in $ in thousands)
Number of Warrants Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Total Intrinsic Value Weighted-Average Remaining Contractual Term
Warrants outstanding and exercisable, beginning of year
1,152,500 $ 10.00 $ 4.44 $ 4,287 1.3
Exercised ( 342,500 ) $ 10.00 $ 4.27 $ 2,398
Warrants outstanding and exercisable, end of year
810,000 $ 10.00 $ 4.52 $ 4,010 0.3
Board of Directors' Fees
The Company pays a portion of its board of directors fees in shares at each director's option. Expense relating to stock-settled directors' fees for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021 was $ 0.6 million, $ 0.7 million, less than $ 0.1 million, and $ 0.7 million, respectively.
14. Earnings Per Share
The following table sets forth the computation of basic and diluted income (loss) per common share:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands, except share information) 2023 2022 2021 2021
Numerator:
Net income (loss) attributable to common shareholders
$ 258,727 $ ( 97,999 ) $ ( 35,887 ) $ 188,179
Denominator:
Weighted average common shares outstanding - basic 104,563 103,062 102,563 102,597
Effect of dilutive securities 1,640 — — 936
Weighted average common shares outstanding - diluted 106,203 103,062 102,563 103,533
Income (loss) per common share - basic: $ 2.47 $ ( 0.95 ) $ ( 0.35 ) $ 1.83
Income (loss) per common share - diluted: $ 2.44 $ ( 0.95 ) $ ( 0.35 ) $ 1.82
For the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, common shares available for issuance under share-based compensation plans of 0.4 million, 3.0 million, 2.7 million and fewer than 0.1 million, respectively, were excluded from the calculation of diluted income (loss) per share because the assumed exercise or issuance of such shares would be anti-dilutive.
F-52
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
15. Income Taxes
Hamilton Group and its Bermuda domiciled subsidiaries were not subject to income tax in Bermuda in 2023 and prior. On December 27, 2023, Bermuda enacted a 15% corporate income tax that will generally become effective on January 1, 2025. The legislation defers the effective date until 2030 for Bermuda companies that meet certain requirements. Hamilton Group expects to meet the requirements to remain exempt until 2030. The legislation includes a provision referred to as the economic transition adjustment, which is intended to provide a fair and equitable transition into the tax regime with respect to which the Company has recorded a deferred tax asset in the fourth quarter of 2023 of $ 35.1 million which it expects to utilize to reduce future taxes paid. The Company expects to incur increased taxes in Bermuda beginning in 2030.
Hamilton Group has global subsidiaries and branches that are subject to tax in the jurisdictions in which they operate. The jurisdictions in which Hamilton Group’s subsidiaries and branches are currently subject to tax are the United Kingdom, Ireland and the United States. The Company and some of its subsidiaries file income tax returns in the U.S. federal jurisdiction, various U.S. states, and certain foreign jurisdictions.
Income (loss) before taxes by tax jurisdiction is as follows:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Jurisdiction
Domestic:
Bermuda $ 247,113 $ 66,823 $ ( 30,921 ) $ 312,901
Foreign:
United States ( 2,263 ) ( 23,540 ) 470 38,268
United Kingdom 12,362 ( 67,213 ) ( 956 ) ( 85,416 )
Ireland ( 1,991 ) ( 2,901 ) ( 2,173 ) ( 4,108 )
Dubai — — ( 975 ) 559
Income (loss) before income tax $ 255,221 $ ( 26,831 ) $ ( 34,555 ) $ 262,204
Income tax expense (benefit) consists of the following components:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Current - Bermuda $ 10,376 $ 2,625 $ 1,033 $ 10,488
Current - United States 537 1,818 165 2,418
Current - United Kingdom 61 48 221 ( 1,754 )
Current - Ireland 92 ( 122 ) — 48
Total current tax 11,066 4,369 1,419 11,200
Deferred - Bermuda ( 35,063 ) — — —
Deferred - United States — 705 73 ( 776 )
Deferred - United Kingdom ( 1,087 ) ( 1,927 ) ( 153 ) 1,984
Deferred - Ireland 18 ( 43 ) ( 4 ) ( 43 )
Total deferred tax ( 36,132 ) ( 1,265 ) ( 84 ) 1,165
Total income tax expense (benefit) $ ( 25,066 ) $ 3,104 $ 1,335 $ 12,365
F-53
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
The following table presents a reconciliation of taxes calculated using the 0% Bermudian statutory rate (the tax rate at which the majority of Hamilton Group's worldwide operations are taxed) to the income tax expense (benefit) on pre-tax income (loss):
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Expected tax provision at Bermuda statutory tax rate of 0% $ — $ — $ — $ —
Permanent differences:
Taxes on earnings subject to rate other than
Bermuda statutory rate 2,182 ( 18,077 ) ( 355 ) ( 8,706 )
Change in valuation allowance ( 3,567 ) 17,060 1,437 20,458
Impairment of goodwill — 4,161 — —
Other permanent adjustments ( 42 ) ( 112 ) — 294
Other prior year adjustments 376 28 ( 545 ) ( 93 )
Tax rate changes 273 ( 2,655 ) — ( 10,076 )
Withholding tax 10,377 2,625 ( 236 ) 10,488
Bermuda economic transition adjustment ( 35,063 ) — — —
State income tax 398 74 1,034 —
Total income tax expense (benefit): $ ( 25,066 ) $ 3,104 $ 1,335 $ 12,365
Cash taxes paid by Hamilton Group are primarily comprised of withholding taxes on investment income from TS Hamilton Fund in the amount of $ 4.2 million, $ 10.0 million, $ 0.2 million, and $ 12.3 million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.
Deferred tax assets and liabilities are valued at the tax rate at which they are expected to be recognized. In December 2023, Ireland enacted a tax rate of 15% with an effective date of January 1, 2024, an increase from the current corporation tax rate of 12.5%. In June 2021, the U.K. enacted a tax rate of 25% with an effective date of April 1, 2023, an increase from the previous corporation tax rate of 19%. Accordingly, for the years ended December 31, 2023 and November 30, 2021, the Company revalued all of its deferred tax assets and liabilities that are expected to reverse after December 31, 2023 in Ireland and after April 1, 2023 in the U.K. The revaluation of the deferred tax assets resulted in a tax expense (benefit) of $ 0.3 million, $( 2.7 ) million, $ Nil and $( 10.1 ) million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively. The financial statement impact of the rate changes were offset in each period by a valuation allowance, resulting in a related net tax expense (benefit) after valuation allowance of $ 0.1 million, $( 0.2 ) million, $ Nil , and $ 3.8 million for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, respectively.
F-54
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for tax purposes. The following table presents Hamilton Group’s significant deferred tax assets and liabilities at December 31, 2023 and 2022:
($ in thousands) 2023 2022
Deferred tax assets:
U.S. net operating loss carryforwards $ 7,121 $ 4,645
Ireland net operating loss carryforwards 275 404
U.K. net operating loss carryforwards 50,845 59,752
Bermuda intangible assets 28,500 —
Reserve for losses and loss adjustment expenses 7,935 —
Loss portfolio transfer 2,356 5,292
Share-based compensation 7,524 3,564
Unearned premium reserve 4,384 2,325
U.K. deferred interest 5,278 1,731
Unrealized investment income ( 43 ) 1,454
Deferred acquisition costs 1,557 830
Other 2,685 3,517
Total deferred tax assets 118,417 83,514
Deferred tax liabilities:
U.K. intangible assets ( 15,364 ) ( 16,431 )
Depreciation ( 2,573 ) ( 2,421 )
Other ( 5,254 ) ( 1,999 )
Total deferred tax liabilities ( 23,191 ) ( 20,851 )
Net deferred tax asset (liability) before valuation allowance 95,226 62,663
Valuation allowance ( 75,528 ) ( 79,095 )
Net deferred tax asset (liability) $ 19,698 $ ( 16,432 )
Hamilton Group records a valuation allowance against deferred tax assets if it becomes more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in income tax expense (benefit) in the period of change. When evaluating the Company’s ability to realize the benefit of its deferred tax assets and liabilities, the Company considers the relevant impact of all available positive and negative evidence, including historical operating results and forecasts of future taxable income. A significant piece of objectively verifiable negative evidence considered in the Company’s evaluation is current period pre-tax loss. Based on all available evidence, management has concluded that a valuation allowance of $ 75.5 million should be recorded as of December 31, 2023. Future realization of the Company’s deferred tax asset will ultimately depend on the existence of objectively verifiable positive evidence including sufficient taxable income of the appropriate character (ordinary income versus capital gains) within the applicable carry-forward periods provided under the tax law.
The Company had the following net operating loss carry-forwards, inclusive of cumulative currency translation adjustments, as of December 31, 2023:
($ in thousands) 2023
Tax jurisdiction Losses Carried Forward Tax
Effect Expiration
Bermuda $ — $ — n/a
Ireland 1,831 275 No expiry
United States 33,910 7,121 2040-2043
United Kingdom $ 203,381 $ 50,845 No expiry
F-55
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Recognition of the benefit of a given tax position is based upon whether a company determines that it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. At December 31, 2023, the Company believes that it has no uncertain tax positions that, if challenged on technical merits, would cause a material effect on the Company's audited consolidated financial statements.
Hamilton Group classifies all interest and penalties on unrecognized tax benefits as part of income tax expense (benefit). During the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021, the Company did not recognize any net interest income or expense on unrecognized tax benefits. There was no accrued interest as of December 31, 2023. With few exceptions, Hamilton Group is no longer subject to tax examinations by U.S. federal or state examinations before 2020 or non-U.S. tax examinations before 2020.
16. Commitments and Contingencies
Concentrations of Credit Risks
Credit risk arises out of the failure of a counterparty to perform according to the terms of the contract. Instruments which potentially subject the Company to concentration of credit risk consist primarily of fixed maturity and short-term investments, cash and cash equivalents, premiums receivable and reinsurance balances recoverable. The Company limits the amount of credit exposure to any one financial institution and, except for the securities of the U.S. Government and U.S. Government related entities, none of the Company’s fixed maturity and short-term investments exceeded 10% of shareholders’ equity at December 31, 2023. The Company evaluates the financial condition of its reinsurers, whom primarily consist of highly rated reinsurers and may require collateralization of those recoverable balances. See Note 2h, Credit Loss Provisions and Note 8, Reinsurance , for further details.
Operating Leases
The Company leases office space under operating leases in Bermuda, the United States, the United Kingdom, and Ireland. These leases expire at various dates through 2028, with a weighted average lease term of 2.0 years. As a result of the Company's January 1, 2022 adoption of ASU 2016-02 Leases , the balance sheet reflects a $ 6.9 million and $ 7.8 million right of use asset in " Other assets " and a lease liability of $ 6.7 million and $ 7.8 million in " Accounts payable and accrued expenses ", as at December 31, 2023 and 2022, respectively, calculated with reference to a weighted average discount rate of 3.75 % in each period. Leases including renewal options are recorded on the balance sheet when management is reasonably certain the options will be exercised. Operating lease expense for the years ended December 31, 2023 and 2022, the month ended December 31, 2021, and the year ended November 30, 2021 was $ 3.8 million, $ 3.8 million, $ 0.3 million, and $ 4.0 million, respectively.
Future minimum lease payments under the leases are expected to be as follows:
($ in thousands)
Minimum Lease Payments
Year ended December 31,
2024 $ 3,078
2025 1,979
2026 1,203
2027 967
2028 20
Thereafter —
Total undiscounted lease liabilities 7,247
Less: present value discount ( 516 )
Total recorded lease liability at present value $ 6,731
F-56
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Lloyd's Capital Requirements
Lloyd’s bases the capital funding requirements of the Company's corporate member, Hamilton Corporate Member Limited ("HCML"), on their latest approved Economic Capital Assessments which are determined by reference to their business plans, internal capital models, and actual performance, among other factors, as well as any other relevant corporate member obligations or receivables. Capital is in the form of Funds at Lloyd's ("FAL") which is generally available to settle the obligations of the corporate members.
Syndicate 4000 is solely supported by HCML for the 2020 underwriting YOA and all years thereafter. For the 2020 underwriting YOA onwards, the Company's operations consist of a managing agent, Hamilton Managing Agency Limited, which manages the affairs of Syndicate 4000 on behalf of HCML.
At December 31, 2023, the total available capital in support of the capital requirements for Syndicate 4000 is comprised of the following FAL:
($ in thousands)
2023
Unsecured LOC capacity $ 230,000
Fixed income securities 232,211
Cash 7,153
Total $ 469,364
Indemnifications
In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications. Future events could occur that lead to the execution of these provisions against the Company. Management currently believes that the likelihood of such an event is remote.
17. Related Party Transactions
Turing Re
In 2017, Hamilton Re established Turing Re, a special purpose insurer, to provide collateralized reinsurance capacity for Hamilton Re’s property treaty business. The following tables summarize the impact of transactions with Turing Re:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Reinsurance premiums ceded $ 70 $ ( 208 ) $ ( 79 ) $ ( 556 )
Net premiums earned 70 ( 208 ) ( 79 ) ( 2,095 )
Losses and loss adjustment expenses ( 575 ) ( 888 ) 16 ( 7,935 )
Acquisition costs 72 ( 30 ) 13 664
Net gain (loss) on related party reinsurance $ ( 433 ) $ ( 1,126 ) $ ( 50 ) $ ( 9,366 )
($ in thousands) December 31, 2023 December 31, 2022
Paid losses recoverable $ 371 $ 818
Unpaid losses and loss adjustment expenses recoverable 1,528 8,699
Reinsurance balances payable $ 367 $ 1,085
F-57
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Ada Capital Management Limited
In 2020, the Company established ACML, an insurance agent authorized to underwrite on behalf of Ada Re, as more fully described in Note 1, Organization . The following tables summarize the impact of transactions with Ada Re:
Years Ended Month Ended Year Ended
December 31, December 31, November 30,
($ in thousands)
2023 2022 2021 2021
Reinsurance premiums ceded $ ( 19,524 ) $ ( 11,999 ) $ 1 $ ( 16,417 )
Net premiums earned ( 21,744 ) ( 9,780 ) ( 1,124 ) ( 15,292 )
Other income (loss) 8,549 201 ( 37 ) 350
Losses and loss adjustment expenses 8,702 5,719 841 10,197
Acquisition costs 5,125 1,769 206 2,755
Net gain (loss) on related party reinsurance $ 632 $ ( 2,091 ) $ ( 114 ) $ ( 1,990 )
($ in thousands) December 31, 2023 December 31, 2022
Paid losses recoverable $ 4,319 $ 3,506
Deferred acquisition costs — ( 413 )
Unpaid losses and loss adjustment expenses recoverable 11,149 9,004
Prepaid reinsurance — 2,219
Other assets 8,765 869
Reinsurance balances payable $ 3,759 $ 6,586
Insurance Advisory Partners LLC
Antonio Ursano, Jr. has served as a director of the Company since October 15, 2023. Mr. Ursano previously served as the Group Chief Financial Officer of the Company from September 2019 to July 2021. He is also the Managing Partner and Co-Founder of Insurance Advisory Partners LLC. The Company retained Insurance Advisory Partners LLC ("IAP") to act as financial advisor to us with respect to evaluating various strategic and financial alternatives including any capital raise by us, including the IPO. The Company agreed to paid IAP a retainer of $ 0.1 million and a transaction fee of $ 1.0 million in connection with the IPO. The Company also reimbursed IAP for all reasonable and documented out-of-pocket expenses incurred in connection with specified matters, and have provided for indemnification of IAP. The advisory agreement expired on January 8, 2024 and was not renewed.
F-58
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
18. Statutory Requirements
The Company is subject to the laws and statutory requirements of each jurisdiction in which the Company and its subsidiaries operate. These laws establish the Company's applicable minimum required statutory capital and surplus requirements and govern its ability to pay dividends. The minimum required statutory capital and surplus is the amount of statutory capital and surplus necessary to satisfy regulatory requirements based on the Company’s current operations. The difference between statutory financial statements and statements prepared in accordance with GAAP varies by jurisdiction; however, the primary difference is that statutory financial statements generally do not reflect goodwill or intangible assets.
Group
The Bermuda Monetary Authority ("BMA") is the Company's group supervisor and its group capital and solvency requirements determine the minimum capital thresholds that Hamilton Group must meet. Hamilton Group is dependent on dividends from its subsidiaries to pay its operating and financing expenses.
The actual and minimum required statutory capital and surplus for the Company’s principal operating subsidiaries by regulatory jurisdiction at December 31, 2023 and 2022 were as follows:
Bermuda (1)
United Kingdom (2)
Ireland (3)
United States (4)
($ in thousands) 2023 2022 2023 2022 2023 2022 2023 2022
Required statutory capital and surplus $ 579,916 $ 522,116 $ 129,995 $ 117,083 $ 68,643 $ 65,077 $ 23,410 $ 11,145
Actual statutory capital and surplus $ 1,882,833 $ 1,579,773 $ 539,016 $ 481,087 $ 127,082 $ 133,320 $ 53,988 $ 58,711
____________
(1) Minimum statutory capital and surplus at December 31, 2023 for the Bermuda operating subsidiary is required to be maintained at the greater of a minimum solvency margin ("MSM"), as disclosed in the table above, and the Enhanced Capital Requirement ("ECR"), where applicable.
(2) Minimum statutory capital and surplus at December 31, 2023 for the U.K. operating entities is determined by reference to the entities' Solvency Capital Requirement and the Solvency II capital regime. U.K. operations are subject to Lloyd’s requirements where underwriting members hold acceptable FAL and/or Syndicates hold acceptable Funds In Syndicate ("FIS") for their own account, in support of the total actual statutory capital and surplus amount. Actual statutory capital and surplus is comprised of an Economic Capital Assessment ("ECA"), derived from an approved Solvency II basis Internal model, less any accumulated trading surpluses or plus any accumulated trading deficits, as calculated on a Solvency II basis.
(3) The Company's Irish operations are subject to the Solvency II regime, which requires insurance companies to hold assets that cover at least the best estimate of insurance liabilities, a risk margin, plus a risk-based Solvency Capital Requirement designed to protect against extreme stress events.
(4) Minimum statutory capital and surplus at December 31, 2023 for U.S. operating subsidiaries is determined with reference to the Company Action Level Risk-Based Capital requirements.
The statutory net income (loss) for the Company’s principal operating subsidiaries by regulatory jurisdiction was as follows:
Years Ended Year Ended
December 31, November 31,
($ in thousands)
2023 2022 2021
Bermuda $ 270,309 $ 1,993 $ 261,516
United Kingdom 59,778 25,470 ( 22,676 )
Ireland ( 1,911 ) ( 32,331 ) ( 17,383 )
United States $ ( 13,250 ) $ ( 9,962 ) $ —
Bermuda Operations
Hamilton Re is subject to the requirements of the Insurance Act 1978, amendments thereto and Related Regulations of Bermuda (the "Insurance Act"). As a Class 4 (re)insurer, Hamilton Re must maintain capital at the greater of their MSM and their ECR, which are established by reference to the Bermuda Solvency Capital Requirement ("BSCR") model. The Insurance Act also requires Hamilton Re to maintain certain measures of solvency and liquidity.
Independent of the Insurance Act, the BMA has also established a target capital level ("TCL") for Class 4 (re)insurers, equal to 120% of their ECR. The TCL serves as an early warning tool for the BMA and failure to maintain statutory capital at least equal to the TCL will likely result in increased regulatory oversight. Hamilton Re's actual capital and surplus levels exceed the TCL at December 31, 2023.
F-59
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Hamilton Re's BSCR for the year ended December 31, 2023 must be filed with the BMA by April 30, 2024. As a result, the required statutory capital and surplus disclosed as of December 31, 2023 is based on the MSM. At December 31, 2023, the actual statutory capital and surplus of Hamilton Re was $ 1.9 billion and the MSM was $ 579.9 million.
Hamilton Re received approval from the BMA to treat its investment in TS Hamilton Fund as a "Relevant Asset" for the purpose of computing its "Liquidity Ratio" (under which relevant assets must be maintained at not less than 75% of relevant liabilities) in respect of 2024 and 2023. Hamilton Re is in compliance with the Liquidity Ratio at December 31, 2023.
Under the Insurance Act, Hamilton Re is restricted as to the payment of dividends and/or distributions for amounts greater than 25% of the prior year’s statutory capital and surplus. In addition, before reducing its total statutory capital by 15% or more (as set out in its previous year's statutory financial statements), as a Class 4 Bermuda insurance subsidiary, Hamilton Re must apply to the BMA for permission to do so. For the year ended December 31, 2023, Hamilton Re had capacity to pay dividends of $ 394.9 million without prior approval under Bermuda law, of which $ 44.0 million of dividends were paid during the year. It is estimated that Hamilton Re will have capacity to pay dividends of $ 470.7 million in 2024.
United Kingdom Operations
A U.K. company’s ability to propose and pay dividends is dependent upon U.K. law and may require the approval of a local regulatory body where a minimum capital requirement applies.
As discussed in Note 16, Commitments and Contingencies , Lloyd’s bases the capital funding requirements of the Company's corporate members on their latest approved Economic Capital Assessments. As of December 31, 2023, actual levels of solvency, liquidity, and capital were in compliance with the Lloyd's requirements.
Following distributions received from Hamilton Syndicate 4000, profits arising in HCML are available for distribution subject to U.K. law. Profits arising in HMA, which is subject to Lloyds' oversight and regulation by both the Prudential Regulation Authority ("PRA") and the Financial Conduct Authority ("FCA"), are available for distribution subject to U.K. law and the preservation of a minimum capital requirement calculated with reference to Lloyd's capital tests.
The PRA regulatory requirements impose no explicit restrictions on the U.K. subsidiaries' ability to pay a dividend, but the Company must notify the PRA 28 days prior to any proposed dividend payment. Dividends may only be distributed from profits available for distribution. It is estimated that Hamilton's U.K. subsidiaries will have capacity to pay dividends of $ 0.9 million in 2024.
Ireland Operations
HIDAC is regulated by the Central Bank of Ireland ("CBI") pursuant to the Insurance Acts 1909 to 2018 (as amended), the Central Bank Acts 1942 to 2018 and all statutory instruments relating to insurance made or adopted under the European Communities Acts 1972 to 2012, including the European Union (Insurance and Reinsurance) Regulations, 2015 (as amended) and the Solvency II regime. HIDAC is required to maintain the Minimum Capital Requirement ("MCR") and the Solvency Capital Requirement ("SCR") at all times. Capital requirements are calculated by reference to Solvency II definitions. If an entity falls below the MCR or SCR, the CBI is authorized to take action to restore the financial position of the subsidiary. HIDAC was at all times in compliance with these requirements for the year ended December 31, 2023.
The amount of dividends that HIDAC is permitted to distribute is restricted to accumulated realized profits that have not been capitalized or distributed, less accumulated realized losses that have not been written off. The solvency and capital requirements must still be met subsequent to any distribution. As at December 31, 2023, HIDAC did not have retained profits available for distribution.
United States Operations
The Company’s U.S. insurance subsidiary is registered in Delaware and subject to restrictions on statutory net income and statutory surplus as determined in accordance with the relevant statutory accounting requirements established by the National Association of Insurance Commissioners, subject to state modifications thereof. They are also required to file annual statements with insurance regulatory authorities prepared in accordance with statutory accounting principles prescribed or permitted by such authorities. The U.S. insurance subsidiary is also generally required to maintain minimum levels of solvency and liquidity as determined by law and regulation, comply with regulatory capital requirements and licensing rules.
F-60
Hamilton Insurance Group, Ltd.
Notes to the Consolidated Financial Statements
Delaware law provides that an insurance company which is a member of an insurance holding company system and is domiciled in the state shall not pay dividends without giving prior notice to the Insurance Commissioner of Delaware and may not pay dividends without the approval of the Insurance Commissioner if the value of the proposed dividend, together with all other dividends and distributions made in the preceding twelve months, exceeds the greater of (1) 10% of statutory surplus or (2) net income, not including realized capital gains, each as reported in the prior year’s statutory annual statement. In addition, no dividend may be paid in excess of unassigned earned surplus. As at December 31, 2023, the Company's U.S. insurance subsidiary did not have retained profits available for distribution.
19. Divestitures
Attune
In 2016, the Company entered into an agreement to form Attune Holdings LLC ("Attune"), a related party and a corporate joint venture with a technology-enabled platform in which the Company had a 33.33 % ownership.
On September 20, 2021, a purchaser acquired for cash certain units of Attune. $ 65.2 million of the net consideration was allocated to Class A shares held by the Company. The Company's net gain on sale of $ 54.6 million was calculated with reference to the post-escrow funds received and was recorded in the consolidated statement of operations for the year ended November 30, 2021 as a net gain on sale of equity method investment. Proceeds of sale were settled on closing, with a portion of the balance owing to the Company held in escrow for the benefit of the purchaser pursuant to terms of the escrow agreements.
In the years ended December 31, 2023 and 2022, escrow funds of $ 0.2 million and $ 7.0 million, respectively, were received and recorded in the consolidated statement of operations as an incremental net gain on sale of equity method investment. As of December 31, 2023, escrow funds of $ 0.3 million were recorded in "Restricted cash and cash equivalents" and "Accounts payable and accrued expenses" on the consolidated balance sheets.
Prior to the sale on September 20, 2021, changes in the investment in Attune for the period ended September 20, 2021 were as follows:
($ in thousands) 2021
Balance - beginning of period
$ 6,656
Contributions
3,500
Loss on equity method investment
( 7,285 )
Sale of investment in Attune ( 2,871 )
Balance - end of period
$ —
F-61
Index to Schedules to the Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm on Schedules
S- 2
I Summary of Investments other than Investments in Related Parties
S- 3
II Condensed Financial Information of Registrant
S- 4
III Supplementary Insurance Information
S- 7
IV Supplemental Schedule of Reinsurance Premiums
S- 8
V Valuation and Qualifying Accounts
S- 9
VI Supplementary Insurance Information Concerning Property-Casualty Insurance Operations
S- 10
Schedules other than those listed above are omitted for the reason that they are not applicable.
S-1
EY Bermuda Ltd.
3 Bermudiana Road
Hamilton HM 08,
Bermuda P.O. Box 463
Hamilton HM BX, Bermuda
Direct tel: +1 441 295 7000
Direct fax: +1 441 295 5193
ey.com
Report of Independent Registered Public Accounting Firm
The Shareholders and the Board of Directors
Hamilton Insurance Group, Ltd.
We have audited the consolidated financial statements of Hamilton Insurance Group, Ltd. (the Company) as of December 31, 2023 and 2022, for each of the years ended December 31, 2023, December 31, 2022 and November 30, 2021, and for the one month period ended December 31, 2021 and have issued our report thereon dated March 7, 2024, included elsewhere in this Form 10-K. Our audits of the consolidated financial statements included the financial statement schedules I to VI of this Form 10-K (schedules). These schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s schedules, based on our audits.
In our opinion, the schedules present fairly, in all material respects, the information set forth therein when considered in conjunction with the consolidated financial statements.
/s/ Ernst & Young Ltd.
Hamilton, Bermuda
March 7, 2024
S-2
SCHEDULE I
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(THOUSANDS OF UNITED STATES DOLLARS)
($ in thousands) December 31, 2023
Type of investment Cost or
Amortized Cost Fair
Value Amount at which shown in the balance sheet
Fixed maturities:
Bonds:
U.S. government treasuries $ 717,134 $ 708,250 $ 708,250
U.S. states, territories and municipalities 4,656 4,370 4,370
Non-U.S. sovereign governments and supranationals 55,662 56,246 56,246
Corporate 877,493 863,876 863,876
Residential mortgage-backed securities - Agency 180,661 168,513 168,513
Residential mortgage-backed securities - Non-agency 5,639 4,984 4,984
Commercial mortgage-backed securities - Non-agency 11,473 10,423 10,423
Other asset-backed securities 14,781 14,606 14,606
Total fixed maturities $ 1,867,499 1,831,268 1,831,268
Investments in Two Sigma Funds 851,470 851,470
Short-term investments 428,878 428,878
Total investments $ 3,111,616 $ 3,111,616
S-3
SCHEDULE II
HAMILTON INSURANCE GROUP, LTD. (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (1)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(THOUSANDS OF UNITED STATES DOLLARS)
($ in thousands) December 31, 2023 December 31, 2022
Assets
Cash and cash equivalents $ 24,898 $ 10,608
Investment in subsidiaries 2,077,926 1,693,442
Intercompany loan receivable 113,423 106,500
Interest receivable on intercompany loan 5,555 5,181
Other assets 4,821 4,676
Total assets $ 2,226,623 $ 1,820,407
Liabilities and Shareholders' Equity
Liabilities
Due to subsidiaries $ 25,201 $ 6,509
Term loan payable 149,830 149,715
Accounts payable and accrued liabilities 3,742 —
Total liabilities 178,773 156,224
Shareholders' Equity
Common shares
Class A 286 305
Class B 560 420
Class C 255 305
Additional paid-in capital 1,249,817 1,120,242
Accumulated other comprehensive loss ( 4,441 ) ( 4,441 )
Retained earnings 801,373 547,352
Total shareholders' equity 2,047,850 1,664,183
Total liabilities and shareholders' equity $ 2,226,623 $ 1,820,407
(1) The condensed financial information should be read in conjunction with the consolidated U.S. GAAP financial statements and notes thereto.
S-4
SCHEDULE II
HAMILTON INSURANCE GROUP, LTD. (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT – CONTINUED (1)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(THOUSANDS OF UNITED STATES DOLLARS)
Years Ended Month Ended Year Ended
($ in thousands) December 31, 2023 December 31, 2022 December 2021 November 30, 2021
Revenues
Intercompany loan interest $ 7,296 $ 6,784 $ 552 $ 6,526
Net foreign exchange gains (losses) 24 ( 131 ) 17 20
Other income (loss) 626 65 ( 7 ) ( 66 )
Total revenues 7,946 6,718 562 6,480
Expenses
General and administrative expenses 52,280 20,524 1,475 21,743
Interest expense 15,500 9,858 580 8,315
Total expenses 67,780 30,382 2,055 30,058
Net income (loss) before equity in earnings of subsidiaries ( 59,834 ) ( 23,664 ) ( 1,493 ) ( 23,578 )
Equity in earnings of subsidiaries 274,538 ( 211,335 ) ( 34,394 ) 181,757
Dividend income 44,023 137,000 — 30,000
Net income (loss) attributable to common shareholders $ 258,727 $ ( 97,999 ) $ ( 35,887 ) $ 188,179
(1) The condensed financial information should be read in conjunction with the consolidated U.S. GAAP financial statements and notes thereto.
S-5
SCHEDULE II
HAMILTON INSURANCE GROUP, LTD. (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT – CONTINUED (1)
CONDENSED STATEMENTS OF CASH FLOWS
(THOUSANDS OF UNITED STATES DOLLARS)
Years Ended Month Ended Year Ended
($ in thousands) December 31, 2023 December 31, 2022 December 31, 2021 November 30, 2021
Cash flows provided by (used in) operating activities
Net income (loss) attributable to common shareholders $ 258,727 $ ( 97,999 ) $ ( 35,887 ) $ 188,179
Less: dividend income and equity in earnings of subsidiaries ( 318,561 ) 74,335 34,394 ( 211,757 )
Net income (loss) before equity in earnings of subsidiaries ( 59,834 ) ( 23,664 ) ( 1,493 ) ( 23,578 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Net realized and unrealized (gains) losses on investments — — — —
Other operating inflows (outflows) 63,035 7,033 1,509 ( 9,294 )
Net cash provided by (used) in operating activities 3,201 ( 16,631 ) 16 ( 32,872 )
Cash flows provided by (used in) investing activities
Other investing inflows (outflows) ( 146 ) ( 706 ) — ( 1,371 )
Dividends from subsidiaries 44,023 137,000 — 30,000
Capital contributions to subsidiaries ( 113,350 ) ( 118,839 ) — ( 6,673 )
Net cash provided by (used in) investing activities ( 69,473 ) 17,455 — 21,956
Cash flows provided by (used in) financing activities
Other financing inflows (outflows) — ( 345 ) — —
Repurchase of common shares ( 2,435 ) ( 1,518 ) — ( 7,380 )
Issuance of common shares 82,997 315 — 1,012
Net cash provided by (used in) financing activities 80,562 ( 1,548 ) — ( 6,368 )
Net increase (decrease) in cash and cash equivalents 14,290 ( 724 ) 16 ( 17,284 )
Cash and cash equivalents, beginning of period 10,608 11,332 11,316 28,600
Cash and cash equivalents, end of period $ 24,898 $ 10,608 $ 11,332 $ 11,316
(1) The condensed financial information should be read in conjunction with the consolidated U.S. GAAP financial statements and notes thereto.
S-6
SCHEDULE III
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
(THOUSANDS OF UNITED STATES DOLLARS)
December 31, 2023 Year Ended December 31, 2023
($ in thousands) Deferred policy acquisition costs Future policy benefits, losses, claims and
loss adjustment expenses Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss) 1
Benefits, claims, losses, and settlement expenses Amortization of deferred policy acquisition costs Other operating expenses Net premiums written
International $ 84,983 $ 1,717,422 $ 547,629 $ 703,508 $ 362,137 $ 186,698 $ 127,402 $ 770,399
Bermuda 71,912 1,312,615 363,593 615,025 352,466 122,450 55,763 710,039
Total $ 156,895 $ 3,030,037 $ 911,222 $ 1,318,533 $ 239,855 $ 714,603 $ 309,148 $ 183,165 $ 1,480,438
December 31, 2022 Year Ended December 31, 2022
($ in thousands) Deferred policy acquisition costs Future policy benefits, losses, claims and
loss adjustment expenses Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss) 1
Benefits, claims, losses, and settlement expenses Amortization of deferred policy acquisition costs Other operating expenses Net premiums written
International $ 68,257 $ 1,582,410 $ 453,254 $ 623,047 $ 335,484 $ 170,571 $ 108,239 $ 635,773
Bermuda 46,890 1,273,865 264,934 520,667 422,849 100,618 49,301 586,091
Total $ 115,147 $ 2,856,275 $ 718,188 $ 1,143,714 $ 64,870 $ 758,333 $ 271,189 $ 157,540 $ 1,221,864
December 31, 2021 Month Ended December 31, 2021
($ in thousands) Deferred policy acquisition costs Future policy benefits, losses, claims and
loss adjustment expenses Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss) 1
Benefits, claims, losses, and settlement expenses Amortization of deferred policy acquisition costs Other operating expenses Net premiums written
International n/a n/a n/a $ 62,372 $ 33,888 $ 17,192 $ 10,377 $ 67,599
Bermuda n/a n/a n/a 36,259 22,762 6,800 3,480 30,322
Total n/a n/a n/a $ 98,631 $ ( 36,748 ) $ 56,650 $ 23,992 $ 13,857 $ 97,921
November 30, 2021 Year Ended November 30, 2021
($ in thousands) Deferred policy acquisition costs Future policy benefits, losses, claims and
loss adjustment expenses Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss) 1
Benefits, claims, losses, and settlement expenses Amortization of deferred policy acquisition costs Other operating expenses Net premiums written
International $ 65,065 $ 1,371,233 $ 411,024 $ 557,139 $ 352,859 $ 154,969 $ 112,055 $ 640,816
Bermuda 31,020 1,007,794 209,970 385,410 287,701 74,244 37,767 444,612
Total $ 96,085 $ 2,379,027 $ 620,994 $ 942,549 $ 308,976 $ 640,560 $ 229,213 $ 149,822 $ 1,085,428
(1) The Company does not manage its investments by reportable segment and therefore total net realized and unrealized gains (losses) on investments and net investment income (loss) is not allocated to each reportable segment.
S-7
SCHEDULE IV
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
REINSURANCE
(THOUSANDS OF UNITED STATES DOLLARS)
($ in thousands) Gross premiums earned Ceded to other companies Assumed from other companies Net
premiums earned Percentage of amount assumed to net
Year ended December 31, 2023
Premiums earned $ 1,016,762 $ 440,607 $ 742,378 $ 1,318,533 56 %
Year ended December 31, 2022
Premiums earned 886,488 413,046 670,272 1,143,714 59 %
Month ended December 31, 2021
Premiums earned 64,190 23,290 57,731 98,631 59 %
Year ended November 30, 2021
Premiums earned 737,982 369,588 574,155 942,549 61 %
S-8
SCHEDULE V
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
($ in thousands) Opening Balance Additions Deductions Closing Balance
December 31, 2023
Allowance for expected credit losses (1)
$ 3,633 $ 54 $ — $ 3,687
December 31, 2022
Allowance for expected credit losses (1)
— 3,633 — 3,633
December 31, 2021
Allowance for expected credit losses (1)
— — — —
November 30, 2021
Allowance for expected credit losses (1)
— — — —
(1) Deducted from Premiums Receivable, Paid and Unpaid losses and loss adjustment expenses recoverable.
S-9
SCHEDULE VI
HAMILTON INSURANCE GROUP, LTD. AND SUBSIDIARIES
SUPPLEMENTAL INSURANCE INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
(THOUSANDS OF UNITED STATES DOLLARS)
($ in thousands)
Affiliation with Registrant
Deferred policy
acquisition costs Reserves for unpaid claims and claim adjustments expenses Discount, if any, deducted Unearned premiums Net premiums earned Total net realized and unrealized gains (losses) on investments and net investment income (loss)
Consolidated subsidiaries
Year ended December 31, 2023 $ 156,895 $ 3,030,037 $ — $ 911,222 $ 1,318,533 $ 239,855
Year ended December 31, 2022 115,147 2,856,275 — 718,188 1,143,714 64,870
Month ended December 31, 2021 n/a n/a — n/a 98,631 ( 36,748 )
Year ended November 30, 2021 96,085 2,379,027 — 620,994 942,549 308,976
Claims and claims adjustment expenses incurred related to
($ in thousands)
Affiliation with Registrant
Current Year Prior Year Amortization of deferred policy acquisition costs Paid claims and claim adjusted expenses Net premiums written
Consolidated subsidiaries
Year ended December 31, 2023 $ 730,220 $ ( 15,617 ) $ 309,148 $ 564,798 $ 1,480,438
Year ended December 31, 2022 778,936 ( 20,603 ) 271,189 377,186 1,221,864
Month ended December 31, 2021 56,650 — 23,992 14,849 97,921
Year ended November 30, 2021 628,781 11,779 229,213 311,522 1,085,428
S-10