NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2024
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Greenlight Capital Re, Ltd. (“GLRE” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. The Company is a global specialty property and casualty reinsurer headquartered in the Cayman Islands. The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”
Basis of Presentation
These unaudited condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the U.S. Securities and Exchange Commission’s (“SEC”) instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s 2023 Form 10-K. The financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries and all significant intercompany transactions and balances have been eliminated on consolidation.
In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of and for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year.
Tabular dollars are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.
Reclassifications
Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current financial statements. The Company has reported separately the foreign exchange gains (losses) from “Other income” in the condensed consolidated statements of operations. This resulted in no change to the previously reported total revenues or net income. The Company has also included the foreign exchange gains (losses) as part of the net change in working capital in the condensed consolidated statements of cash flows. Further, the Company combined “Other assets, excluding depreciation” and “Other liabilities” and presented the sum as “Other items, net” in the condensed consolidated statements of cash flows. These changes in presentation in the condensed consolidated statements of cash flows have resulted in no change to the previously reported net cash provided by (used in) operating activities.
2. SIGNIFICANT ACCOUNTING POLICIES
There were no material changes to the Company’s significant accounting policies subsequent to its 2023 Form 10-K.
Recently Issued Accounting Standards Not Yet Adopted
On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. The new ASU requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. This new guidance is effective for the Company’s 2024 year-end financial statements, and should be adopted retrospectively unless impracticable. Early adoption is permitted.
On December 14, 2023, FASB issued ASU 2023-09, Income Taxes Topic (740) - Improvements to Income Tax Disclosures. The new ASU provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Early adoption is permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. This ASU is effective for the Company’s 2024 year-end financial statements.
As the above ASUs relate solely to financial statement disclosures, the adoption of these ASUs will not impact the Company’s financial condition, results of operations, or cash flows.
3. INVESTMENT IN RELATED PARTY INVESTMENT FUND
Effective August 1, 2024, the Company and Solasglas Investments, LP (“Solasglas”) entered into Amendment No. 2 to the Second Amended and Restated Exempted Limited Partnership Agreement, to revise the Investment Cap from 60% to 70% (as defined in Note 3 of the 2023 Form 10-K).
The Company’s maximum exposure to loss relating to Solasglas is limited to GLRE's share of Partners’ capital in Solasglas. At September 30, 2024, GLRE’s share of Partners’ capital in Solasglas was $397.9 million (December 31, 2023: $258.9 million), representing 77.2% (December 31, 2023: 72.7%) of Solasglas’ total net assets. DME Advisors II, LLC held the remaining 22.8% (December 31, 2023: 27.3%) of Solasglas’ total net assets.
The Company’s share of the net increase in Partner’s capital for the three and nine months ended September 30, 2024 was $19.8 million and $42.4 million, respectively, (three and nine months ended September 30, 2023: a net decrease of $1.9 million and a net increase of $27.8 million, respectively), as shown in the caption “Income (loss) from investment in related party investment fund” in the Company’s condensed consolidated statements of operations.
The summarized financial statements of Solasglas are presented below.
Summarized Statements of Financial Condition of Solasglas Investments, LP
At December 31, 2023, the breakdown of the Company’s other investments was as follows:
Cost
Unrealized gains
Unrealized losses
Accrued interest
Fair value / carrying value
Private investments and unlisted equities
$
28,470
$
49,424
$
(6,737)
$
—
$
71,157
Debt and convertible debt securities
2,499
—
(499)
136
2,136
Total other investments
$
30,969
$
49,424
$
(7,236)
$
136
$
73,293
The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at September 30, 2024 and 2023, and the related adjustments recorded during the periods then ended.
Nine months ended September 30
2024
2023
Carrying value (1)
$
72,266
$
64,849
Upward carrying value changes (2)
$
501
$
506
Downward carrying value changes and impairment (3)
$
—
$
(2,780)
(1)The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes.
(2) The cumulative upward carrying value changes from inception to September 30, 2024, totaled $50.9 million.
(3) The cumulative downward carrying value changes and impairments from inception to September 30, 2024, totaled $2.8 million.
Net investment income
The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “Net investment income” in the condensed consolidated statements of operations (see Note 13):
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Gross realized gains
$
—
$
—
$
—
$
—
Gross realized losses
—
—
(1,332)
(800)
Net realized gains (losses)
$
—
$
—
$
(1,332)
$
(800)
Change in unrealized gains
—
(2,555)
1,008
(1,499)
Net realized and unrealized gains (losses) on other investments
$
—
$
(2,555)
$
(324)
$
(2,299)
During the nine months ended September 30, 2024, the Company collected $0.2 million of liquidation proceeds relating to a private investment which was previously fully impaired, resulting in a gross realized loss of $1.3 million offset by a corresponding reduction in unrealized losses of $1.5 million. The Company also impaired $1.1 million of convertible debt securities, offset partially by favorable adjustment to the carrying value of a private investment as a result of a completed financing round by the investee.
During the three and nine months ended September 30, 2023, the Company realized a loss of $nil and $0.8 million, respectively, and a corresponding reversal of unrealized loss relating to an investment which was previously fully impaired at December 31, 2022, resulting in no impact to the Company’s net income (loss). Additionally, for the same periods, the Company recognized $2.6 million of unrealized losses on certain investments as a result of completed financing rounds by such investees.
The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the condensed consolidated statements of cash flows:
September 30, 2024
December 31, 2023
Restricted cash and cash equivalents:
Cash securing trust accounts
$
267,066
$
300,152
Cash securing letters of credit issued
285,775
291,456
Cash securing Loan Facility
10,000
10,000
Other
4,250
3,040
Total restricted cash and cash equivalents
567,091
604,648
Cash and cash equivalents
54,642
51,082
Total cash, cash equivalents, and restricted cash
$
621,733
$
655,730
6. FAIR VALUE MEASUREMENTS
Assets measured at fair value on a nonrecurring basis
At September 30, 2024 and December 31, 2023, the Company held $61.8 million and $61.3 million, respectively, of private investments and unlisted equities measured at fair value on a nonrecurring basis. At September 30, 2024, the Company held $10.4 million (2023: $9.9 million) of private investments and unlisted equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy.
The following table summarizes the periods between the most recent fair value measurement dates and September 30, 2024, for the private and unlisted equities measured at fair value on a nonrecurring basis:
Less than 6 months
6 to 12 months
Over 1 year
Total
Fair values measured on a nonrecurring basis
$
12,434
$
7,190
$
42,223
$
61,847
Assets measured at fair value on a recurring basis
Derivative financial instruments
The Company uses interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9). The interest rate swaps are carried at fair value and are determined using a market approach valuation technique based on significant observable market inputs from third-party pricing vendors. Accordingly, the interest rates swaps are classified as Level 2 within the fair value hierarchy. These derivative instruments are not designated as accounting hedges under U.S. GAAP.
For the three and nine months ended September 30, 2024, the Company recognized an unrealized loss for the above derivatives of $0.6 million and $0.1 million, respectively, which is included in interest expense in the condensed consolidated statements of operations. The unrealized loss for the nine months ended September 30, 2024, is reported as “net change in unrealized gains and losses on investments and derivatives” in the condensed consolidated statements of cash flows. The derivative liability is included in other liabilities in the condensed consolidated balance sheets.
Financial Instruments Disclosed, But Not Carried, at Fair Value
At September 30, 2024, the carrying value of debt and convertible debt securities within “Other Investments” (see Note 4) and the Term Loans approximates their fair values. The Company classifies these financial instruments as Level 2 within the fair value hierarchy.
The Company’s loss and loss adjustment expense (“LAE”) reserves were composed of the following:
September 30, 2024
December 31, 2023
Case reserves
$
216,200
$
189,050
IBNR
594,952
472,504
Total
$
811,152
$
661,554
Reserve Roll-forward
The following provides a summary of changes in outstanding loss and LAE reserves for all lines of business:
Consolidated
Nine months ended September 30
2024
2023
Gross balance at January 1
$
661,554
$
555,468
Less: Losses recoverable
(25,687)
(13,239)
Net balance at January 1
635,867
542,229
Incurred losses related to:
Current year
305,467
273,570
Prior years
(943)
10,502
Total incurred
304,524
284,072
Paid losses related to:
Current year
(27,382)
(41,026)
Prior years
(176,210)
(154,374)
Total paid
(203,592)
(195,400)
Foreign currency revaluation
8,405
(858)
Net balance at September 30
745,205
630,043
Add: Losses recoverable (see Note 8)
65,947
28,191
Gross balance at September 30
$
811,152
$
658,234
Estimates for Significant Catastrophe Events
At September 30, 2024, the Company’s net reserves for losses and loss expenses include estimated amounts for several catastrophe and weather-related events (“CAT loss”). The magnitude and volume of losses arising from these events is inherently uncertain and, consequently, actual losses for these events may ultimately differ, potentially materially, from current estimates.
During the nine months ended September 30, 2024, the Company recognized total CAT loss, net of reinsurance, of $48.9 million. Current year CAT loss events were $39.9 million, driven mainly by the Baltimore Bridge collapse, Hurricane Helene, and U.S. tornados (including severe convective storms). Additionally, the Company incurred $9.0 million of net adverse prior year CAT loss development relating primarily to U.S. tornados (including severe convective storms) affecting U.S. homeowners’ property coverage (2021-2023 underwriting years).
During the nine months ended September 30, 2023, the Company recognized total CAT loss, net of reinsurance, of $20.2 million. Current year CAT loss events were $29.5 million, driven mainly by the Turkey earthquake, New Zealand Cyclone Gabrielle and U.S. tornados, coupled with $9.3 million net favorable prior year CAT loss development predominantly from various prior years’ property catastrophe events (mostly 2019, 2021 and 2022 underwriting years).
During the nine months ended September 30, 2024, the Company experienced $0.9 million in net favorable development on prior year loss and LAE reserves. This was comprised of $11.4 million of favorable loss development predominantly from mortgage contracts (various underwriting years), general liability treaties (mostly 2021-2022 underwriting years), multiline commercial (predominantly 2020 underwriting year) and other specialty business (mostly 2020-2023 underwriting years). This was partially offset by $10.5 million of reserve strengthening predominantly for prior years’ CAT loss events mentioned above.
During the nine months ended September 30, 2023, the Company experienced $10.5 million in net adverse development on prior year loss and LAE reserves. This was comprised of $31.3 million of reserve strengthening predominantly on legacy motor (mainly 2021 underwriting year) and workers’ compensation (2021 and prior underwriting years) due to current economic and social inflation trends, coupled with adverse CAT loss development on U.S. homeowners’ property business relating to Winter Storm Elliott (2022 underwriting year) and a final claim settlement on a professional liability contract (2008 underwriting year). This was partially offset by $20.8 million better than expected loss emergence predominantly from the above prior years’ CAT loss events, marine and energy (predominantly 2020 and 2022 underwriting years), group medical (2022 and prior underwriting years), and cyber contracts (predominantly 2021 underwriting year).
8. RETROCESSION
The following table provides a breakdown of ceded reinsurance:
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Gross ceded premiums
$
26,598
$
14,789
$
64,611
$
35,740
Earned ceded premiums
$
19,512
$
15,318
$
46,603
$
35,195
Loss and loss adjustment expenses ceded
$
10,070
$
9,086
$
47,919
$
24,794
Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company. The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:
September 30, 2024
December 31, 2023
Gross
Net of Collateral(1)
Gross
Net of Collateral(1)
A- or better by A.M. Best
$
40,028
$
40,028
$
8,767
$
8,767
Not rated
26,619
7,239
17,407
2,432
Total before provision
66,647
$
47,267
$
26,174
$
11,199
Provision for credit losses
(700)
(487)
Total loss and loss adjustment expenses recoverable, net
$
65,947
$
25,687
(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.
At September 30, 2024, we had 3 reinsurers (December 31, 2023: 3) that accounted for 10% or more of the total loss and loss adjustment expenses recoverable, net of the credit loss provision, for an aggregate gross amount of $46.1 million (December 31, 2023: $20.4 million).
The following table summarizes the Company’s outstanding debt obligations.
September 30, 2024
December 31, 2023
Term loans
$
62,187
$
74,062
Accrued interest payable
951
—
Less: deferred financing costs
(556)
(781)
Total debt
$
62,582
$
73,281
During the nine months ended September 30, 2024, the Company partially repaid $11.9 million of the outstanding Term loans.
Credit Facilities
At September 30, 2024, the Company had the following letter of credit (“LOC”) facilities:
Capacity
LOCs issued
Termination Date
Citibank Europe plc ("Citi LOC")
$
229,752
$
229,752
August 20, 2024
CIBC Bank USA ("CIBC LOC")
200,000
55,969
December 21, 2024
$
429,752
$
285,721
The above LOCs issued are cash collateralized (see Note 5). The LOC facilities are subject to various customary affirmative, negative and financial covenants. At September 30, 2024, the Company was in compliance with all LOC facilities covenants.
On August 20, 2024, the $275 million committed capacity under the Citi LOC agreement was terminated, but continues to be in effect on an uncommitted basis.
10. SHARE CAPITAL
Ordinary Shares
The following table is a summary of changes in ordinary shares issued and outstanding for the nine months ended September 30, 2024 and 2023:
2024
2023
Ordinary
Ordinary
Class A
Class B
Balance – beginning of period
35,336,732
—
28,569,346
6,254,715
Issue of shares, net of forfeitures
43,163
65,394
447,952
—
Repurchase of shares
(547,402)
—
—
—
Re-designate Class B to Class A shares
—
—
6,254,715
(6,254,715)
Reclassify Class A to Ordinary shares
—
35,272,013
(35,272,013)
—
Balance – end of period
34,832,493
35,337,407
—
—
The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $0.10 per share.
On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the re-designation of Class B ordinary shares as Class A ordinary shares, and then reclassified Class A ordinary shares as “ordinary shares”, resulting in the elimination of the dual-class share structure.
At September 30, 2024, the Company has an effective Form S-3 registration statement on file with the SEC for an aggregate principal amount of $200.0 million in securities.
On May 3, 2024, the Board of Directors re-approved the share repurchase plan, until June 30, 2025, authorizing the Company to repurchase up to $25.0 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans.Any shares repurchased are canceled immediately upon repurchase. For the three and nine months ended September 30, 2024, the Company repurchased 547,402 ordinary shares for $7.5 million.
Preferred Shares
The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $0.10 each. At September 30, 2024, the Company has no issued and outstanding preferred shares.
11. SHARE-BASED COMPENSATION
Refer to Note 11 of the Company’s audited consolidated financial statements of its 2023 Form 10-K for a summary of the Company’s 2023 Incentive Plan, including the definition of performance-based and service-based stock awards.
Employee and Director Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”) during the nine months ended September 30, 2024 and 2023:
Performance Restricted Shares
Service Restricted Shares
Number of non-vested restricted shares
Weighted average grant date fair value
Number of non-vested restricted shares
Weighted average grant date fair value
Balance at December 31, 2022
794,362
$
7.62
832,896
$
7.76
Granted
357,766
9.85
242,957
10.22
Vested
—
—
(364,006)
6.96
Forfeited
(109,105)
9.37
(55,967)
8.43
Balance at September 30, 2023
1,043,023
$
8.20
655,880
$
9.05
Balance at December 31, 2023
1,042,688
$
9.94
419,604
$
9.18
Granted
—
—
58,751
12.51
Vested
—
—
(282,916)
9.35
Forfeited
(89,945)
10.84
—
—
Balance at September 30, 2024
952,743
$
9.86
195,439
$
9.93
At September 30, 2024, 2,825,659 (December 31, 2023: 3,296,771) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.
During the nine months ended September 30, 2024 , the Company granted no RSs to employees and 58,751 RSs to non-employee directors as part of their remuneration for services to the Company (2023: 535,329 RSs to employees and non-employee directors). These will vest on the earlier of (1) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company. During the vesting period, non-employee directors retain voting rights on these RSs; but they are not entitled to any dividends declared until the RSs vest.
For the nine months ended September 30, 2024, the total fair value of Service RSs vested was $2.6 million (2023: $2.5 million).
The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the nine months ended September 30, 2024 and 2023:
Performance RSUs
Service RSUs
Number of non-vested RSUs
Weighted average grant date fair value
Number of non-vested RSUs
Weighted average grant date fair value
Balance at December 31, 2022
105,008
$
6.82
172,952
$
7.58
Granted
71,121
9.85
42,811
9.85
Vested
—
—
(77,695)
6.74
Forfeited
—
—
(1,788)
7.82
Balance at September 30, 2023
176,129
$
8.04
136,280
$
8.76
Balance at December 31, 2023
154,445
$
8.03
110,425
$
8.78
Granted
258,148
11.85
124,425
11.85
Vested
—
—
(74,357)
8.84
Forfeited
(6,229)
9.15
(5,806)
10.67
Balance at September 30, 2024
406,364
$
10.44
154,687
$
11.15
For the awards granted during the nine months ended September 30, 2024, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs will cliff vest at the end of a three-year performance period within a range of 50% and 200% of the awarded Performance RSUs, with a target of 100%.
For the nine months ended September 30, 2024, the total fair value of Service RSUs vested was $0.7 million (2023: $0.5 million).
Employee and Director Stock Options
During the nine months ended September 30, 2024, 250,000 ordinary share purchase options were granted to the Company’s CEO, pursuant to his employment contract. These options vest 50,000 annually and expire in 10 years from the grant date. The grant date fair value of these options was $4.31 per share, based on the Black-Scholes option pricing model. The following inputs were used in this pricing model:
Expected volatility
36.4
%
Expected term (in years)
5
Expected dividend yield
—
%
Risk-free interest rate
3.9
%
Stock price at grant date
$
11.20
Stock Compensation Expense
For the nine months ended September 30, 2024 and 2023, the Company recorded $4.6 million and $3.5 million of total stock compensation expense (net of forfeitures), respectively. The stock compensation expense is included in “General and administrative expenses” in the condensed consolidated statements of operations. Forfeiture recoveries were immaterial for both periods.
The following table reconciles net income and weighted average shares used in computing basic and diluted EPS for the three and nine months ended September 30, 2024 and 2023:
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Numerator for EPS
Net income - basic
$
35,237
$
13,477
$
70,234
$
69,224
Net income - diluted
$
35,237
$
13,477
$
70,234
$
69,224
Denominator for EPS
Weighted average shares outstanding - basic
34,120,955
34,070,818
34,210,560
34,067,012
Effect of dilutive employee and director share-based awards
689,111
731,046
613,812
636,961
Weighted average shares outstanding - diluted
34,810,066
34,801,864
34,824,372
34,703,973
Anti-dilutive stock options outstanding
870,319
652,140
870,319
652,140
EPS:
Basic
$
1.03
$
0.40
$
2.05
$
2.03
Diluted
$
1.01
$
0.39
$
2.02
$
1.99
13.NET INVESTMENT INCOME
The following table provides a breakdown of net investment income:
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Interest and dividend income, net of withholding taxes and other expenses
$
8,244
$
9,513
$
24,935
$
27,004
Net realized and unrealized gains on other investments (see Note 4)
—
(2,555)
(324)
(2,299)
Net investment-related income
8,244
6,958
24,611
24,705
Share of Solasglas' net income (loss) (see Note 3)
19,844
(1,853)
42,422
27,791
Total investment income
$
28,088
$
5,105
$
67,033
$
52,496
14. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
There has been no change to the Company’s investment advisory agreement with Solasglas as described in its 2023 Form 10-K. Refer to Note 3 for a breakdown of management fees and performance fees for the nine months ended September 30, 2024 and 2023.
David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At September 30, 2024, Solasglas, along with certain affiliates of DME Advisors, collectively owned 23.0% of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At September 30, 2024, Solasglas held 1.3 million shares of GRBK.
Service Agreement
The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.
Collateral Assets Investment Management Agreement
Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
15. COMMITMENTS AND CONTINGENCIES
a) Concentration of Credit Risk
Cash and cash equivalents
The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.
Investments
The Company’s credit risk exposure to private debt and convertible debt securities within its “Other investments” are immaterial (see Note 4).
Reinsurance balances receivable, net
The following table shows the breakdown of reinsurance balances receivable:
The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456. Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best, as revised in August 2024.
Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf. The Company monitors its concentration of credit risks from brokers. The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents. Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.
Loss and loss adjustment expenses recoverable, net
The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 8 for analysis of concentration of credit risk relating to retrocessionaires.
b) Lease Obligations
There was no material change to the Company’s operating lease agreements subsequent to its 2023 Form 10-K.
c) Litigation
From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.
The Company has one operating segment: Property & Casualty Reinsurance.
The following tables provide a breakdown of the Company’s gross premiums written by line and class of business, and by geographic area of risks insured for the periods indicated:
Gross Premiums Written by Line of Business
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Property
Commercial
$
14,794
8.8
%
$
16,105
8.8
%
$
45,030
8.0
%
$
45,236
8.6
%
Motor
189
0.1
122
0.1
344
0.1
706
0.1
Personal
(1,358)
(0.8)
16,713
9.1
16,204
2.9
48,718
9.3
Total Property
13,625
8.1
32,940
18.0
61,578
11.0
94,660
18.0
Casualty
General Liability
28,084
16.7
31,325
17.1
83,482
15.1
79,401
15.1
Motor Liability
2,900
1.7
2,917
1.6
17,556
3.2
11,223
2.1
Professional Liability (1)
33
—
1,625
0.9
152
—
4,850
0.9
Workers' Compensation
939
0.6
4,484
2.4
4,319
0.8
11,542
2.2
Multi-line (1)
60,168
35.7
68,613
37.5
173,609
31.3
177,544
33.9
Total Casualty
92,124
54.7
108,964
59.5
279,118
50.4
284,560
54.2
Other
Accident & Health
2,329
1.4
1,695
0.9
6,207
1.1
6,184
1.2
Financial
11,868
7.0
17,059
9.3
50,012
9.0
48,406
9.2
Marine
11,200
6.7
3,973
2.2
41,642
7.5
23,967
4.6
Other Specialty
37,200
22.1
18,443
10.1
116,022
21.0
66,695
12.8
Total Other
62,597
37.2
41,170
22.5
213,883
38.6
145,252
27.8
$
168,346
100.0
%
$
183,074
100.0
%
$
554,579
100.0
%
$
524,472
100.0
%
(1) For the 2023 comparative periods, the Company has reclassified one treaty from Professional Liability to Multi-Line to conform with the current presentation within Casualty.
Gross Premiums Written by Geographic Area of Risks Insured
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
U.S. and Caribbean
$
54,359
32.3
%
$
77,274
42.2
%
$
173,519
31.3
%
$
206,714
39.4
%
Worldwide (1)
102,573
60.9
88,037
48.1
337,035
60.8
269,430
51.4
Europe
1,687
1.0
1,868
1.0
9,967
1.8
8,936
1.7
Asia
9,727
5.8
15,895
8.7
34,058
6.1
39,392
7.5
$
168,346
100.0
%
$
183,074
100.0
%
$
554,579
100.0
%
$
524,472
100.0
%
(1) “Worldwide” is composed of contracts that reinsure risks in more than one geographic area and may include risks in the U.S.
In October 2024, Hurricane Milton made landfall on the west coast of Florida. The Company’s preliminary loss estimates related to this event is in the range of $5.0 million to $15.0 million, based upon currently available information such as industry loss estimates and a high-level review of our in-force contracts. The Company will refine its estimated loss for Hurricane Milton, which will be recorded in the fourth quarter of 2024, as additional details about the event and actual level of claims emerge.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to “we,” “us,” “our,” “our company,” or “the Company” refer to Greenlight Capital Re, Ltd. (“GLRE”) and its wholly-owned subsidiaries unless the context dictates otherwise.
The following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes, which appear in our 2023 Form 10-K.
The following is management’s discussion and analysis (“MD&A”) of our results of operations for the three and nine months ended September 30, 2024 and 2023 and the Company’s financial condition at September 30, 2024 and December 31, 2023 (herein referred as “Q3 2024 Financials”).
All amounts are reported in U.S. dollars, unless otherwise noted. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted.
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces.
For the third quarter of 2024 (“Q3 2024”) we earned a net income of $35.2 million, an increase of $21.8 million over the same period in the prior year, principally due to strong performance from our investment in Solasglas. Our underwriting results were lower by $8.3 million in Q3 2024 compared to the same quarter in 2023 (“Q3 2023”).
The following is a summary of our financial performance for Q3 2024, compared to Q3 2023:
•Gross premiums written was $168.3 million, a decrease of 8.0%;
•Net premiums earned was $151.9 million, a decrease of 6.9%;
•Net underwriting income (1) was $6.1 million, compared to $14.4 million;
•Current year CAT losses, net of reinsurance, were $14.1 million, including $7.5 million from Hurricane Helene, compared to $13.2 million;
•Favorable prior year loss development was $5.7 million, compared to $3.3 million;
•Total investment income was $28.1 million, an increase of $23.0 million (including 5.2% net return from our investment in Solasglas), compared to net return of (0.6)%; and
•Diluted EPS was $1.01, compared to $0.39.
Fully diluted book value per share(1) was $18.72 at September 30, 2024, an increase of 11.8% since December 31, 2023.
On October 18, 2024, A.M. Best affirmed the Financial Strength Rating of A- (Excellent) and the Long-Term Issuer Credit Ratings of “a-” (Excellent) for our principal operating subsidiaries and revised the outlooks to positive from stable. The positive outlook reflects A.M. Best’s view of our operating performance, which has steadily improved in recent years.
We have witnessed an active North Atlantic Hurricane season to date, with the industry’s attention now on the widely varying insured loss estimate ranges for Hurricanes Helene and Milton. It has also been an active year in many regions for secondary peril events – with the reinsurance market’s share of these events varying depending on the region and reinsurance structures in those regions. These dynamics will contribute to the restructuring and repricing of property reinsurance deals during the upcoming key renewal season. We believe that property reinsurance capacity remains well matched to meet demand in the current state of the market.
Another key focus in the industry is the degree of additional reserve strengthening that may emerge in casualty classes throughout the remainder of the year. We anticipate continued primary rate increases and tightening reinsurance terms in US Casualty.
We have been watching significant rising global geopolitical tensions, including in the Middle East. There is worldwide attention on the upcoming U.S. election, which could have far reaching implications from a global macroeconomic and trade perspective, while we have also begun to see rate cuts from various Central Banks including the U.S. Federal Reserve. Our cedants are attentive to these dynamics, which will be a core focus of the renewal season. The 2024 mid-year renewals have been characterized by a healthy balance of supply and demand of reinsurance capacity. Reinsurance terms and conditions are retaining discipline across a majority of classes, most notably with respect to property excess of loss attachment points. We continue to view the terms and conditions available in the property and specialty market as attractive for growth.
The anticipated interest rates cuts could have a meaningful favorable impact on our interest expense relating to our floating rate term loan, which would be offset by lower interest income earned on our restricted cash and cash equivalents.
There have been no changes to our key financial measures, including non-GAAP financial measures, as described in the MD&A of our 2023 Form 10-K.
Fully Diluted Book Value Per Share
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
September 30, 2024
June 30, 2024
March 31, 2024
December 31, 2023
September 30, 2023
Numerator for basic and fully diluted book value per share:
Total equity as reported under U.S. GAAP
$
663,418
$
634,020
$
624,458
$
596,095
$
575,865
Denominator for basic and fully diluted book value per share:
Ordinary shares issued and outstanding as reported and denominator for basic book value per share
34,832,493
35,321,144
35,321,144
35,336,732
35,337,407
Add: In-the-money stock options (1) and all outstanding RSUs
602,013
594,612
585,334
264,870
312,409
Denominator for fully diluted book value per share
35,434,506
35,915,756
35,906,478
35,601,602
35,649,816
Basic book value per share
$
19.05
$
17.95
$
17.68
$
16.87
$
16.30
Increase in basic book value per share ($)
$
1.10
$
0.27
$
0.81
$
0.57
$
0.39
Increase in basic book value per share (%)
6.1
%
1.5
%
4.8
%
3.5
%
2.5
%
Fully diluted book value per share
$
18.72
$
17.65
$
17.39
$
16.74
$
16.15
Increase in fully diluted book value per share ($)
$
1.07
$
0.26
$
0.65
$
0.59
$
0.38
Increase in fully diluted book value per share (%)
The reconciliations of net underwriting income to income before income taxes (the most directly comparable U.S. GAAP financial measure) on a consolidated basis are shown below:
1The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was an income of $4.6 million and $1.8 million for the three months ended September 30, 2024 and 2023, respectively, and a loss of $1.1 million and $12.2 million for the nine months ended September 30, 2024 and 2023, respectively.
2 Net underwriting income is a non-GAAP financial measure. See “ Key Financial Measures and Non-GAAP Measures” above for discussion and reconciliation of non-GAAP financial measures.
The following provides further details on the significant variances for Q3 2024 compared to Q3 2023 and for the nine months ended September 30, 2024 (“YTD 2024”) compared to the same period in 2023 (“YTD 2023”).
Overview
Three months ended September 30, 2024
Fully diluted book value per share increased by $1.07 per share, or 6.1%, to $18.72 per share from $17.65 per share at June 30, 2024. Basic book value per share increased by $1.10 per share, or 6.1%, to $19.05 per share from $17.95 per share at June 30, 2024.
Net income was $35.2 million for Q3 2024, compared to net income of $13.5 million reported for Q3 2023.
The developments that most significantly affected our financial performance during Q3 2024, compared to Q3 2023, are summarized below:
•Underwriting income: Decreased by $8.3 million due to an increase of 4.7 percentage points to our combined ratio on lower net premiums earned. The increase in our combined ratio was driven by the increase in loss ratio, acquisition cost ratio, and underwriting expense ratio. While the attritional loss ratio for our underwriting portfolio and current year CAT losses were higher in the current quarter than in Q3 2023, this was offset partially by improved prior year loss development. Current year CAT losses contributed 9.3% to our combined ratio, compared to 8.1% in Q3 2023. For further information on CAT losses and prior year loss development, refer to Note 7 - Loss and Loss Adjustment Expense Reserves of the Q3 2024 Financials.
•Investment income: Increased by $23.0 million primarily driven by our investment in Solasglas, which reported a gain of $19.8 million during Q3 2024, compared to a loss of $1.9 million during Q3 2023. Solasglas generated a net return of 5.2% for Q3 2024 compared to a net return of (0.6)% for Q3 2023.
•Corporate expense: Increased by $1.0 million mainly due to an increase in personnel costs, overhead costs, and technology investment to support the business growth we experienced in the last two years.
•Foreign exchange gains (losses): $5.8 million foreign exchange gains for Q3 2024, compared to $2.0 million foreign exchange losses in Q3 2023, driven mainly by the strengthening of the pound sterling against the U.S. dollar in Q3 2024.
•Other income, net: Increased by $1.5 million due to higher investment income generated on funds withheld by third party Lloyd’s syndicates, reported on a quarterly lag basis.
Nine months ended September 30, 2024
Fully diluted book value per share increased by $1.98 per share, or 11.8%, to $18.72 per share from 16.74 per share at December 31, 2023. Basic book value per share increased by $2.18 per share, or 12.9%, to $19.05 per share from 16.87 per share at December 31, 2023.
Net income was $70.2 million for YTD 2024, compared to net income of $69.2 million reported for YTD 2023.
The developments that most significantly affected our financial performance during YTD 2024, compared to YTD 2023, are summarized below:
•Underwriting income: Decreased by $10.4 million due to 2.4 percentage points increase in our combined ratio, offset partially by an increase in net premiums earned. The increase in our combined ratio was driven by the
increase in loss ratio, acquisition cost ratio, and underwriting expense ratio. While the current year CAT losses contributed 8.5 percentage points to our combined ratio, compared to 5.1 percentage points for YTD 2023, this was offset partially by improved prior year loss development. For further information on CAT losses and prior year loss development, refer to Note 7 - Loss and Loss Adjustment Expense Reserves of the Q3 2024 Financials.
•Investment income: Increased by $14.5 million primarily driven by our investment in Solasglas, which reported a gain of $42.4 million during YTD 2024, compared to a gain of $27.8 million during the equivalent period in 2023. Solasglas generated a net return of 11.9% for YTD 2024, compared to a net return of 9.1% for YTD 2023.
•Corporate expense: Decreased by $0.5 million mainly due to non-recurring severance costs included in YTD 2023 and lower outside legal costs following the hiring of our new General Counsel in April 2023. This was partially offset by the increase in other personnel and overhead costs as noted for Q3 2024.
•Foreign exchange gains (losses): $3.2 million foreign exchange gains for YTD 2024, compared to $7.7 million foreign exchange gains for YTD 2023, driven mainly by a stronger pound sterling movement against the U.S. dollar in YTD 2023.
•Other income, net: Increased by $4.2 million due to stronger investment income generated on funds withheld by third party Lloyd’s syndicates, reported on a quarterly lag basis.
Underwriting Results by Segment
The following provides a further discussion of our underwriting results for our Property & Casualty (Re)insurance operating segment for the three and nine months ended September 30, 2024 and 2023.
Gross Premiums Written
Details of gross premiums written are provided in the following table:
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Property
$
13,625
8.1
%
$
32,940
18.0
%
$
61,578
11.1
%
$
94,660
18.0
%
Casualty
92,124
54.7
108,964
59.5
279,118
50.3
284,560
54.3
Other
62,597
37.2
41,170
22.5
213,883
38.6
145,252
27.7
Total
$
168,346
100.0
%
$
183,074
100.0
%
$
554,579
100.0
%
$
524,472
100.0
%
As a result of our underwriting philosophy, the total premiums we write and the mix of premiums between property, casualty, and other business, may vary significantly from period to period depending on the market opportunities we identify.
Our Q3 2024 gross premiums written decreased by $14.7 million, or 8.0%, compared to the equivalent 2023 period.
The following table provides a further analysis of this overall decrease:
Gross Premiums Written
Three months ended September 30, 2024
Increase (decrease) ($ in millions)
% change
Explanation
Property
$(19.3)
(58.6)%
Driven predominantly by the non-renewal of a U.S. homeowners’ property treaty on January 1st and a net reduction to estimated ultimate gross premiums for certain treaties.
Casualty
$(16.8)
(15.5)%
Mainly due to the following:
•General Liability by $3.2 million, or 10.3%, primarily due to net reduction to estimated ultimate gross premiums for certain deals, coupled with a decrease in our line share for certain non-proportional treaty and quota-share treaties. This was partially offset by favorable rate changes on renewed business and new business.
•Multiline by $8.4 million, or 12.3%, driven mainly by non-renewed FAL business on January 1st which contributed $8.9 million to the change in the quarter, partially offset by net growth in premiums written from existing FAL business.
•Workers’ Compensation by 3.5 million, or 79.1%, due to timing of renewal for an excess of loss treaty, coupled with the non-renewal of quota share treaties in 2022 a portion of which was written in 2023.
•Professional Liability by $1.6 million, or 98.0%, primarily due to non-renewal of certain quota-share treaties.
Other
$21.4
52.0%
Driven predominantly by new business in our Marine and Energy class. This was partially offset by $5.2 million, or 30.4%, decrease in our Financial class due to lower premium volume from our surety and transactional liability business.
Our YTD 2024 gross premiums written increased by $30.1 million, or 5.7%, compared to the equivalent 2023 period.
The following table provides a further analysis of this overall increase:
Gross Premiums Written
Nine months ended September 30, 2024
Increase (decrease) ($ in millions)
% change
Explanation
Property
$(33.1)
(34.9)%
Same trends as noted for Q3 2024.
Casualty
$(5.4)
(1.9)%
Same trends as noted for Q3 2024, except for General Liability, which increased by $4.1 million, or 5.1%, driven by favorable rate changes in 2024, coupled with growth from 2023 quota share treaties and new business.
General Liability and Multi-line classes accounted for 30% and 62%, respectively, of total Casualty, compared to 28% and 62%, respectively, in the same period in 2023.
Other
$68.6
47.2%
Driven predominantly by new business in our Marine and Energy class, including Lloyd’s whole account excess of loss treaties. The Financial class also grew as a result of new non-proportional mortgage and financial multiline treaties, partially offset by lower premium volume from our surety and transactional liability business.
Premiums Ceded
For Q3 2024, premiums ceded were $26.6 million, or 15.8% of gross premiums written, compared to $14.8 million, or 8.1% of gross premiums written, for the same quarter in 2023. For YTD 2024, premiums ceded were $64.6 million, or 11.7% of gross premiums written, compared to $35.7 million, or 6.8% of gross premiums written, for YTD 2023.
The increase in both periods was primarily due to the purchase of additional retrocessional coverage to manage our overall exposure to Aviation and Marine and Energy in light of growth in these classes of business during 2024 and to reinstate certain retro excess-of-loss treaties in which the full coverage was presumed exhausted primarily from the Baltimore Bridge loss event in Q1 2024. Additionally, we had an increase in quota share retrocessions for Other Specialty business due to growth from inward premiums.
Net Premiums Written
Details of net premiums written are provided in the following table:
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Property
$
9,819
6.9
%
$
24,771
14.7
%
$
47,878
9.8
%
$
77,397
15.8
%
Casualty
84,134
59.4
103,542
61.5
261,015
53.3
275,578
56.4
Other
47,795
33.7
39,972
23.8
181,075
37.0
135,757
27.8
Total
$
141,748
100.0
%
$
168,285
100.0
%
$
489,968
100.0
%
$
488,732
100.0
%
For Q3 2024 and YTD 2024, net premiums written decreased by $26.5 million, or 15.8%, and increased by $1.2 million or 0.3%, respectively, compared to the same periods in 2023. The movement in net premiums written resulted from the changes in gross premiums written and ceded during the periods as previously noted.
Net Premiums Earned
Details of net premiums earned are provided in the following table:
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Property
$
19,134
12.6
%
$
24,362
14.9
%
$
60,610
12.8
%
$
63,854
14.3
%
Casualty
83,079
54.7
93,514
57.3
263,872
55.9
259,075
58.1
Other
49,671
32.7
45,234
27.8
147,336
31.2
122,773
27.6
Total
$
151,884
100.0
%
$
163,110
100.0
%
$
471,818
100.0
%
$
445,702
100.0
%
Net premiums earned for Q3 2024 and YTD 2024, decreased by $11.2 million or 6.9%, and increased by $26.1 million or 5.9%, respectively, compared to the same periods in 2023. The change in net premiums earned is primarily a function of the amount and timing of net premiums written during the current and prior periods.
For Q3 2024 and YTD 2024, our total loss ratio increased by 1.9 and 0.7 percentage points, respectively, compared to the same periods in 2023.
Current accident year loss ratio increased by 3.6 percentage points and 3.3 percentage points for Q3 2024 and YTD 2024, respectively, compared to the same periods in 2023, driven mainly by 1.2 points and 1.9 points increase in CAT losses, respectively, coupled with a change in business mix with higher attritional loss ratio.
For Q3 2024 and YTD 2024, prior year favorable loss development improved by 1.7 percentage points and 2.6 percentage points, respectively, compared to the same periods in 2023. Refer to Note 7 for further details on prior year loss development.
Details of net losses incurred by line of business are provided in the following table:
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Property
$
21,506
23.1
%
$
13,182
13.6
%
$
54,639
17.9
%
$
52,114
18.4
%
Casualty
43,799
47.0
63,044
65.1
162,397
53.3
173,690
61.1
Other
27,860
29.9
20,617
21.3
87,488
28.7
58,268
20.5
Total
$
93,165
100.0
%
$
96,843
100.0
%
$
304,524
100.0
%
$
284,072
100.0
%
The below table summarizes the loss ratios by line of business:
Three months ended September 30
Nine months ended September 30
2024
2023
Increase / (decrease) in loss ratio points
2024
2023
Increase / (decrease) in loss ratio points
Property
112.4
%
54.1
%
58.3
90.1
%
81.6
%
8.5
Casualty
52.7
67.4
(14.7)
61.5
67.0
(5.5)
Other
56.1
45.6
10.5
59.4
47.5
11.9
Total
61.3
%
59.4
%
1.9
64.5
%
63.8
%
0.7
The following provides further details on the change in Q3 2024 vs. Q3 2023.
Net Losses Incurred
Three months ended September 30, 2024
Increase / (decrease) in loss ratio points
Property
58.3
Driven by 63.3 points of higher current year CAT loss events mainly from Hurricane Helene and additional severe U.S. convective storms. This was partially offset by favorable prior year loss development.
Casualty
(14.7)
Driven mainly by $7.6 million of prior year favorable loss development, compared to $8.6 million of prior year adverse loss development in Q3 2023, which contributed 18.3 points improvement to the overall decrease in loss ratio. The Q3 2024 prior year favorable loss development was mainly from our general liability class (2020-2022 underwriting years); whereas for the same period in 2023, the adverse loss development was related to legacy motor, workers’ compensation and professional liability program.
Other
10.5
Driven by $2.4 million of prior year adverse loss development, compared to $9.7 million of prior year favorable loss development in Q3 2023, which contributed 26.2 points to the overall increase in loss ratio. The Q3 2024 prior year adverse loss development was mainly from marine and energy business across multiple years (2020-2023); whereas for the same period in 2023, the favorable loss development was related mainly to marine and energy, cyber, and group medical classes.
Offsetting the above increase, non-natural CAT losses were 12.7 points lower in the current period compared to the prior year period.
The following provides further details on the change in YTD 2024 vs. YTD 2023.
Net Losses Incurred
Nine months ended September 30, 2024
Increase / (decrease) in loss ratio points
Property
8.5
Driven by 11.5 points of higher current year CAT loss events. For the YTD 2024, these were driven mainly by the Baltimore Bridge collapse, Hurricane Helene, and U.S. tornados (including severe convective storms), whereas for YTD 2023 the CAT losses were driven mainly by the Turkey earthquake, New Zealand Cyclone Gabrielle, and U.S. tornados (including severe convective storms).
Additionally, we recognized $4.5 million of prior year adverse loss development relating primarily to the U.S. severe convective storms in 2023, compared to $1.1 million of prior year favorable loss development in YTD 2023. This contributed 10.9 points to the increase in loss ratio.
The above was partially offset by the change in business mix, with Commercial Property accounting for 73% of total premium earned, compared to 48% in the prior period. This class has a lower attritional loss rate than for Personal Property and Motor classes of business.
Casualty
(5.5)
Due to $0.4 million of prior year favorable loss development compared to $22.3 million of prior year adverse loss development in YTD 2023, which contributed 8.2 points improvement to the overall decrease in loss ratio. The YTD 2023 prior year adverse loss development was related to same classes as previously noted for Q3 2023. Additionally, the lack of CAT losses associated with this line of business in YTD 2024 also contributed to the overall reduction in loss ratio.
Other
11.9
Due to the lower prior year favorable loss development compared to Q3 2023, which contributed 5.0 points to the overall increase in loss ratio. For YTD 2024, the prior year favorable loss development of $5.1 million was driven primarily by our mortgage, cyber, and energy classes; whereas in YTD 2023 the prior year favorable loss development was related to the same classes as previously noted for Q3 2023.
Additionally, the overall loss ratio increased by 5.1 points due to higher CAT losses compared to prior year period. The increase in CAT losses was driven mainly by the Baltimore bridge collapse in Q1 2024.
Acquisition Costs, Net
For Q3 2024 and YTD 2024, our total acquisition costs decreased by 1.6% to $46.2 million, and increased by 9.1% to $138.2 million, respectively, compared to the same periods in 2023. The YTD 2024 increase was mainly due to growth in net premiums earned. The acquisition cost ratios by line of business were as follows:
Three months ended September 30
Nine months ended September 30
2024
2023
Increase / (decrease) in acquisition cost ratio points
2024
2023
Increase / (decrease) in acquisition cost ratio points
The following provides further details on the change in Q3 2024 vs. Q3 2023.
Change in Acquisition Cost Ratios
Three months ended September 30, 2024
Increase / (decrease) in acquisition cost ratio points
Explanation
Property
2.2
Driven mainly by the profit commission associated with a significant quota share treaty in our Commercial Property class.
Casualty
2.1
Primarily due to higher than previously estimated acquisition costs for certain 2023 and 2024 FAL business within our Multi-line class. This was partially offset primarily by a lower acquisition cost ratio for General Liability, driven mainly by a reduction in profit commission for a significant Innovation quota share treaty.
Other
0.2
No significant change.
The following provides further details on the change in YTD 2024 vs. YTD 2023.
Change in Acquisition Cost Ratios
Nine months ended September 30, 2024
Increase / (decrease) in acquisition cost ratio points
Explanation
Property
(1.4)
Driven mainly by the change in business mix where we have reduced the premium volume in our Personal Property class as result of not renewing a large U.S. homeowners’ property quota share treaty. This treaty had a higher acquisition cost ratio than our Commercial Property business.
Casualty
1.6
Same trends as noted for Q3 2024, coupled with the change in business mix. The increase was partially offset by lower acquisition costs from the Motor Liability class due to a higher proportion of excess of loss treaties, which have lower ceding commission rate than quota share reinsurance treaties, in addition to the lower acquisition cost ratio from the General Liability class as noted for Q3 2024.
The following table provides our underwriting ratios by line of business for the respective periods:
Three months ended September 30
Three months ended September 30
2024
2023
Property
Casualty
Other
Total
Property
Casualty
Other
Total
Loss ratio
112.4
%
52.7
%
56.1
%
61.3
%
54.1
%
67.4
%
45.6
%
59.4
%
Acquisition cost ratio
19.9
34.0
28.4
30.4
17.7
31.9
28.2
28.8
Composite ratio
132.3
%
86.7
%
84.5
%
91.7
%
71.8
%
99.3
%
73.8
%
88.2
%
Underwriting expense ratio
4.2
3.0
Combined ratio
95.9
%
91.2
%
Our combined ratio increased by 4.7 percentage points for the current quarter compared to Q3 2023 driven by higher loss ratio, acquisition cost ratio and underwriting expense ratio. The underwriting expense ratio increased primarily due to an increase in fixed underwriting expenses - see G&A Expenses below.
Nine months ended September 30
Nine months ended September 30
2024
2023
Property
Casualty
Other
Total
Property
Casualty
Other
Total
Loss ratio
90.1
%
61.5
%
59.4
%
64.5
%
81.6
%
67.0
%
47.5
%
63.8
%
Acquisition cost ratio
17.1
32.6
28.3
29.3
18.5
31.0
28.2
28.4
Composite ratio
107.2
%
94.1
%
87.7
%
93.8
%
100.1
%
98.0
%
75.7
%
92.2
%
Underwriting expense ratio
4.1
3.3
Combined ratio
97.9
%
95.5
%
Our combined ratio increased by 2.4 percentage points for YTD 2024 compared to same period in 2023 for same reason as noted for Q3 2024.
General and Administrative (“G&A”) Expenses
The breakdown of our G&A expenses between underwriting and corporate functions was as follows:
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Underwriting expenses
$
6,073
$
4,639
$
18,223
$
14,046
Corporate expenses
4,253
3,266
13,334
13,820
General and administrative expenses
$
10,326
$
7,905
$
31,557
$
27,866
G&A increased by 30.6% for Q3 2024, compared to Q3 2023. The increase was driven by:
•Underwriting expenses: Increased by $1.4 million or 30.9%, predominantly due to an increase in headcount to drive business growth, coupled with an increase in professional fees, office expenses, and outsourced services relating to underwriting activities.
•Corporate expenses: Increased by $1.0 million or 30.2%, predominantly due to an increase in personnel costs, including share-based compensation costs, coupled with an increase in professional fees and office overhead costs, including information technology systems and support.
G&A increased by 13.2% for YTD 2024, compared to same period in 2023. The increase was driven by:
•Underwriting expenses: Increased by $4.2 million or 29.7%, for the same reason as noted for Q3 2024. Further, YTD 2023 included a bad debt charge of $0.6 million, with no bad debt charge during YTD 2024.
•Corporate expenses: Decreased by $0.5 million or 3.5%, driven mainly by non-recurring severance costs included in YTD 2023 and lower outside legal costs following the hiring of our new General Counsel in April 2023. This was partially offset by an increase in personnel costs, including share-based compensation costs, and office overhead costs.
Total Investment Income
A summary of our total investment income is as follows:
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Interest and dividend income, net of withholding taxes and other expenses
8,244
9,513
$
24,935
$
27,004
Net realized and unrealized gains on other investments (see Note 4)
—
(2,555)
(324)
(2,299)
Net investment-related income
$
8,244
$
6,958
$
24,611
$
24,705
Share of Solasglas' net income (loss) (see Note 3)
19,844
(1,853)
42,422
27,791
Total investment income
$
28,088
$
5,105
$
67,033
$
52,496
Net investment-related income
Our net investment-related income increased by 18.5% compared to Q3 2023, and by a nominal change compared to YTD 2023, mainly driven by lower net realized and unrealized gains (losses) from our Innovation portfolio. This was partially offset by the decrease in interest income earned from restricted cash and cash equivalents mainly due to the decrease in the outstanding collateral balance during both periods.
Share of Solasglas’ net income
For Q3 2024 and YTD 2024, Solasglas reported a net gain of 5.2% and 11.9%, respectively, compared to a net loss of 0.6% and a net gain of 9.1% for Q3 2023 and YTD 2023, respectively. The following table provides a breakdown of the gross and net investment return for Solasglas.
Three months ended September 30
Nine months ended September 30
2024
2023
2024
2023
Long portfolio gains (losses)
9.9
%
(4.1)
%
13.8
%
22.8
%
Short portfolio gains (losses)
(5.0)
1.7
(3.5)
(12.8)
Macro gains (losses)
1.2
2.8
4.1
2.6
Other income and expenses 1
(0.4)
(1.0)
(1.2)
(2.5)
Gross investment return
5.7
%
(0.6)
%
13.2
%
10.1
%
Net investment return 1
5.2
%
(0.6)
%
11.9
%
9.1
%
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 3.
For Q3 2024, the significant contributors to Solasglas’ investment return were long positions in Green Brick Partners (GRBK), gold, and Solvay (Belgium: SOLB). The largest detractors were a short basket to hedge home building exposure, equity index hedges, and a separate housing-related, single-name short position.
For YTD 2024, the significant contributors to Solasglas’ investment return were long positions in GRBK, gold, and SOLB. The largest detractors were long positions in ODP Corporation (ODP), Brighthouse Financial (BHF) and a single-name short position.
Each month, we post on our website (www.greenlightre.com) the returns from our investment in Solasglas.
Financial Condition
Investments
The following table provides a breakdown of our total investments:
September 30
December 31
2024
2023
Investment in related party investment fund (Solasglas)
$
397,888
84.4
%
$
258,890
78.0
%
Other investments:
Private investments and unlisted equities
72,266
15.3
71,157
21.4
Debt and convertible debt securities
1,293
0.3
2,136
0.6
Total other investments
$
73,559
15.6
%
$
73,293
22.0
%
Total investments
$
471,447
100.0
%
$
332,183
100.0
%
At September 30, 2024, our total investments increased by $139.3 million, or 41.9%, to $471.4 million from December 31, 2023. The increase was primarily driven by $96.6 million of net contributions into Solasglas, coupled with the net investment return for YTD 2024 The contributions were funded partially from cash flow from operations and partially from the release of restricted cash.
Investments in Solasglas
DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price. The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price.
The following table represents the composition of Solasglas’ investments:
September 30
December 31
2024
2023
Long %
Short %
Long %
Short %
Equities and related derivatives
85.2
%
53.9
%
90.2
%
53.8
%
Private and unlisted equity securities
1.7
—
2.0
—
Debt instruments
0.2
—
0.3
—
Total
87.1
%
53.9
%
92.5
%
53.8
%
The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions. Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At September 30, 2024, Solasglas’ exposure to gold on a delta-adjusted basis was 7.4% (2023: 11.2%).
At September 30, 2024, 95.2% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 3.6% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and a nominal amount was composed of instruments valued based on non-observable inputs (Level 3). At September 30, 2024, 1.2% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
The other investment holdings relate to private investments made by Innovations. The marginal increase since December 31, 2023, is due to new investments of $0.8 million, partially offset by an impairment charge for certain private debt securities during YTD 2024 (see Note 4).
Restricted cash and cash equivalents
We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash decreased by $37.6 million, or 6.2%, from $604.6 million at December 31, 2023, to $567.1 million at September 30, 2024, primarily due to release of collateral from our ceding insurers relating to legacy contracts in run-off.
Reinsurance balances receivable
Our reinsurance balances receivable increased by $99.3 million, or 16.0%, to $718.7 million from $619.4 million at December 31, 2023. This was driven primarily by $72.3 million increase in premiums receivable, net of collections, and $27.8 million in funds withheld from new and renewed reinsurance treaties.
Loss and LAE Reserves; Loss and LAE Recoverable
Our reserves for loss and LAE by lines of business were as follows:
September 30, 2024
December 31, 2023
Case Reserves
IBNR
Total
Case Reserves
IBNR
Total
Property
$
50,739
$
114,352
$
165,091
$
24,181
$
41,056
$
65,237
Casualty
106,667
241,139
347,806
136,713
299,933
436,646
Other
58,794
239,461
298,255
28,156
131,515
159,671
Total
$
216,200
$
594,952
$
811,152
$
189,050
$
472,504
$
661,554
Our total gross loss and LAE reserves increased by $149.6 million, or 22.6%, to $811.2 million from $661.6 million at December 31, 2023, driven by the increase in earned premium from the renewal of reinsurance treaties and new business, coupled with an increase in loss ratio. This was offset partially by paid losses during YTD 2024. See Note 7 “Loss and Loss Adjustment Expense Reserves” of the financial statements for a summary of changes in outstanding loss and LAE reserves and a description of prior period loss developments.
Our total loss and LAE recoverable increased by $40.3 million, or 156.7%, to $65.9 million from $25.7 million at December 31, 2023. This increase was driven mainly by the estimated loss recoveries on the Baltimore Bridge loss event, the Taiwan earthquake (gross losses were mostly retroceded), and the increase in quota share retrocessions for Other Specialty business due to growth from inward premiums. See Note 8 “Retrocession” of the financial statements for a description of the credit risk associated with our retrocessionaires.
Probable Maximum Loss (“PML”)
At October 1, 2024, our estimated largest PML at a 1-in-250-year return period for a single event, and in aggregate, was $99.8 million and $109.7 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $99.9 million and $109.2 million, respectively, at July 1, 2024.
The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period.
October 1, 2024
Net 1-in-250 Year Return Period
Peril
Single Event Loss
Aggregate Loss
North Atlantic Hurricane
$
99,847
$
109,664
Southeast Hurricane
94,666
94,666
Gulf of Mexico Hurricane
52,434
54,643
Northeast Hurricane
56,281
56,281
North America Earthquake
96,181
97,074
California Earthquake
84,189
87,892
Pacific Northwest Earthquake
49,656
49,656
Other N.A. Earthquake
48,805
48,871
Japan Earthquake
37,913
38,489
Japan Windstorm
22,079
23,374
Europe Windstorm
60,531
63,701
Debt
Our total debt decreased by $10.7 million, or 14.6%, to $62.6 million from $73.3 million at December 31, 2023 due to a voluntary $10.0 million repayment in addition to quarterly installments. Refer to Note 9 “Debt and Credit Facilities” of the financial statements for further information.
Total shareholders’ equity
Total shareholders’ equity increased by $67.3 million to $663.4 million, compared to $596.1 million at December 31, 2023. The increase was primarily due to the net income of $70.2 million reported for the period, coupled with share-based compensation adjustment to additional paid-in capital. This was partially offset by $7.5 million of share repurchases in the open market at an average price of $13.68 per share (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds).
Refer to the “Liquidity and Capital Resources” section included in Item 7 of our 2023 Form 10-K for a general discussion of our liquidity and capital resources.
Liquidity
The following table summarizes our sources and uses of funds:
Nine months ended September 30
2024
2023
Total cash provided by (used in):
Operating activities
$
81,970
$
(14,630)
Investing activities
(97,222)
(22,548)
Financing activities
(19,364)
(5,292)
Effect of currency exchange on cash(1)
619
(152)
Net cash outflows
(33,997)
(42,622)
Cash, beginning of period
655,730
706,548
Cash, end of period
$
621,733
$
663,926
(1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 5 of the financial statements.
Cash provided by operating activities
The increase in cash provided by operating activities was driven mainly by the ebb and flow from our underwriting activities, which may vary significantly from period to period depending on the mix of business, the nature of underwriting opportunities available and volume of claims submitted to us by our cedents.
Cash used in investing activities
The increase in cash used for investing activities was driven mainly by the net contribution of $96.6 million in Solasglas for YTD 2024 compared to a net contribution of $23.0 million during the same period in 2023.
Cash used in financing activities
The increase in cash used in our financing activities was driven mainly by $7.5 million of share repurchases and $11.9 million of debt repayments during YTD 2024, compared to the debt refinancing in YTD 2023 in which we issued $75.0 million of debt to repay $62.1 million of the outstanding convertible senior notes, coupled with $17.2 million of repurchases of these notes.
Capital Resources
The following table summarizes our debt and capital structure:
September 30, 2024
December 31, 2023
Debt - outstanding principal
$
62,187
$
74,062
Shareholders’ equity
$
663,418
$
596,095
Ratio of debt to shareholders’ equity
9.4
%
12.4
%
The debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength. In addition to the above capital, we also have LOC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer.
At September 30, 2024, there were 34,832,493 outstanding ordinary shares, a decrease of 504,239 since December 31, 2023, mainly due to 547,402 of share repurchases offset partially by issuance of RSs and ordinary shares for vested RSUs, net of forfeitures.
We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future. However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have renewed our $200.0 million shelf registration by filing the Form S-3 registration statement with the SEC, which became effective on July 5, 2024, and will expire on July 1, 2027.
Secured LOC Facilities
As disclosed in Note 9 “Debt and Credit Facilities” of Q3 2024 Financials, the $275 million committed capacity under the Citi LOC agreement terminated on August 20, 2024. However, Citi continues providing the Citi LOC on an uncommitted basis.
Contractual Obligations and Commitments
At September 30, 2024, our contractual obligations and commitments by period due were as follows:
Less than 1 year
1-3 years
3-5 years
More than 5 years
Total
Operating activities
Loss and loss adjustment expense reserves (1)
$
385,297
$
257,135
$
95,716
$
73,004
$
811,152
Operating lease obligations
650
516
—
—
1,166
Financing activities
Debt (2)
937
61,645
—
—
62,582
Total
$
386,884
$
319,296
$
95,716
$
73,004
$
874,900
(1)Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
Our financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part II. Item 1A. Risk Factors” included in our 2023 Form 10-K, cause actual events or results to differ materially from our underlying assumptions or estimates. In that case, there could be a material adverse effect on our results of operations, financial condition, or liquidity. The most significant estimates relate to: premium revenues and risk transfer, loss and loss adjustment expense reserves, investment impairments, allowances for credit losses, and share-based compensation.
We believe that the critical accounting estimates discussion in “Part II. Item 7. — Management’s Discussion and Analysis of Financial Condition and Results on Operations” of our 2023 Form 10-K continues to describe the significant estimates and judgments included in the preparation of these financial statements.
Recent Accounting Pronouncements
At September 30, 2024, there were no recently issued accounting pronouncements that we have not yet adopted that we expect could have a material impact on our results of operations, financial condition, or liquidity. See Note 2 “Significant Accounting Policies”of theQ3 2024 Financials.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to Item 7A included in our 2023 Form 10-K. There have been no material changes to this item since December 31, 2023.
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 of the Exchange Act, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports prepared in accordance with the rules and regulations of the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.
From time to time, in the normal course of business, we may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation, the outcomes of which determine our rights and obligations under our reinsurance contracts and other contractual agreements. In some disputes, we may seek to enforce our rights under an agreement or to collect funds owing to us. In other matters, we may resist attempts by others to collect funds or enforce alleged rights. While the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results.
Item 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this report are any of the risks described in “Part I. Item 1A. Risk Factors” included in our 2023 Form 10-K, as filed with the SEC on March 5, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
As of September 30, 2024, there have been no other material changes to the risk factors disclosed in “Part I. Item 1A. Risk Factors” included in our 2023 Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Our Board has adopted a share repurchase plan (the “Plan”). The timing of such repurchases and the actual number of shares repurchased will depend on various factors, including price, market conditions, and applicable regulatory and corporate requirements. On May 3, 2024, our Board of Directors re-approved the Plan until June 30, 2025, authorizing us to repurchase up to $25.0 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans.Any shares repurchased are canceled immediately upon repurchase. We are not required to repurchase any of the ordinary shares. The Plan may be modified, suspended, or terminated at the election of our Board of Directors at any time without prior notice.
The table below details the share repurchases that were made under the Plan during the three months ended September 30, 2024:
Shares Purchased Under Publicly Announced Repurchase Program
Period
Number of Shares Purchased
Average Price per Share
Maximum Dollar Amount Still Available Under Share Repurchase Plan
Beginning balance
$
25,000,000
July 1 - 31, 2024
—
$
—
25,000,000
August 1 - 31, 2024
273,202
13.35
21,351,540
September 1 - 30, 2024
274,200
14.00
17,512,240
Total
547,402
$
17,512,240
During the three months ended September 30, 2024, we repurchased 547,402 ordinary shares at an aggregate cost of $7.5 million at an average price of $13.68 per share.
(c)Insider Trading Arrangements and Related Disclosures
Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.
During the three months ended September 30, 2024, we did not have any Rule 10b5-1 trading arrangements or any “non-Rule 10b5-1 arrangements” (as defined in Item 408(a) of Regulation S-K) in place for our directors and officers.
The following materials from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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.
GREENLIGHT CAPITAL RE, LTD.
(Registrant)
By:
/s/ GREGORY RICHARDSON
Gregory Richardson Director and Chief Executive Officer (principal executive officer)
November 4, 2024
By:
/s/ FARAMARZ ROMER
Faramarz Romer Chief Financial Officer (principal financial and accounting officer)