8-K
GREENLIGHT CAPITAL RE, LTD. (GLRE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
July 29, 2021
Date of report (Date of earliest event reported)
GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter)
| Cayman Islands | 001-33493 | N/A |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS employer identification no.) |
| 65 Market Street | ||
| Suite 1207, Jasmine Court | ||
| P.O. Box 31110 | ||
| Camana Bay | ||
| Grand Cayman | ||
| Cayman Islands | KY1-1205 | |
| (Address of principal executive offices) | (Zip code) |
(345) 943-4573
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Ordinary Shares | GLRE | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On August 3, 2021, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the second quarter and six months ended June 30, 2021. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibit 99.1) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Annual Bonus Program
To help address concerns expressed by investors regarding executive compensation, Greenlight Capital Re, Ltd. (the “Registrant”) retained Mercer (US) Inc. (“Mercer”) to provide support related to all matters typically handled by the Compensation Committee of the Board of Directors of the Registrant (the “Compensation Committee”), including matters related to compensation strategy and incentive plan design.
On July 29, 2021, following Mercer’s review of the Registrant’s compensation practices, the Compensation Committee recommended to the Board of Directors of the Registrant (the “Registrant Board”), and the Registrant Board approved, a new annual bonus program (the “New Annual Bonus Program”) which will be administered by the Compensation Committee and replaces any other annual incentive program in respect of 2021. No incentive cycles prior to 2021 under the Registrant’s previously-disclosed bonus program are impacted other than as previously disclosed. The first plan year under the New Annual Bonus Program is calendar year 2021, which corresponds with the Registrant’s fiscal year, and each fiscal year will represent a new performance period.
Eligible employees, which includes all full-time salaried employees of the Registrant and its subsidiaries, who become participants in the New Annual Bonus Program for a specific plan year will be eligible to receive a target bonus opportunity expressed as a percentage of base salary. Actual participation in the New Annual Bonus Program will be determined with respect to each plan year and will be based on the recommendations of the Registrant’s Chief Executive Officer (the “CEO”) and will be subject to the discretion of the Compensation Committee. Target bonus opportunities will vary by individual participant and may vary among employees in the same salary grade level or same internal reporting relationship.
Awards under the New Annual Bonus Program may be earned based upon achievement of certain performance metrics, financial or otherwise, as determined by the Compensation Committee. The aggregate target bonus opportunity may be broken down into two parts: (1) the company performance target bonus and/or (2) the individual performance target bonus. Bonuses under the New Annual Bonus Program in respect of 2021 will be determined based on one or both of the following metrics: (i) 2021 adjusted operating profit (as a percentage of book value as of January 1, 2021) and/or (ii) individual performance. The weightings of each metric, to the extent applicable, which may vary by participant, are recommended by the CEO (other than with respect to the CEO whose weightings are determined by the Compensation Committee) and determined by the Compensation Committee. The metrics and the associated weightings may be changed from plan year to plan year.
The Compensation Committee will select one or more of the following as the company performance criteria related to the company performance target bonus for each plan year: (1) adjusted operating profit; (2) growth in book value per share; (3) total shareholder return; (4) underwriting loss ratio; (5) underwriting combined ratio; (6) expense ratio; (7) net income; or (8) any other performance criteria that the Compensation Committee may select in its discretion. Each selected company performance criteria will be assigned a threshold, target and maximum level of achievement as determined by the Compensation Committee in is sole discretion. The company performance criteria and requisite level of performance corresponding to threshold and maximum levels of performance (including the corresponding percentage of the company performance target bonus that can be earned) may be changed from plan year to plan year, but in no event may the maximum level of performance result in a payment in excess of 200% of the company performance target bonus.
Under the New Annual Bonus Program, participants will be eligible to receive a bonus related to the company performance criteria, to the extent applicable, if the Registrant achieves at least the threshold level of performance for the applicable performance period. If the threshold level of performance related to the 2021 adjusted operating profit metric is not attained, no portion of the award allocated to that metric will be earned. If the threshold level of performance related to the 2021 adjusted operating profit metric is attained, to the extent applicable, participants are eligible to receive 50% of the target award related to that metric. If the target level of performance related to the 2021 adjusted operating profit metric is attained, participants are
eligible to receive 100% of the target award related to that metric. If the maximum level of performance related to the 2021 adjusted operating profit metric is attained, participants are eligible to receive 200% of the target award related to that metric. Linear interpolation is used to calibrate payouts between the threshold, target and maximum levels. The individual performance metric ranges from 0% of the target award related to that metric to 100% of the target award related to that metric. The Compensation Committee or the CEO, as applicable, will determine in its or his sole discretion the percentage of the individual performance target bonus, if any, that a participant will be eligible to earn in the event of less than 100% attainment of the individual performance criteria.
Performance and bonus achievement are measured following the end of the single year performance period and bonuses are generally paid in cash following the Registrant Board’s approval of audited fiscal year results and the determination by the CEO or the Compensation Committee, as applicable, of individual performance levels, but in no event later than March 15 of the year following the year to which the bonus relates, subject generally to continued employment through the last day of the performance period (and not having given or received notice of termination); provided, however, that if a participant’s employment terminates due to death or disability prior to the last day of the performance period, the participant will be entitled to a pro-rata bonus based on actual performance for the year in which the termination occurs, subject to compliance with the terms of the participant’s employment agreement or offer letter, as applicable. If a participant commences participation in the New Annual Bonus Program after the first day of the applicable plan year, any such bonus payable in respect of such plan year will be pro-rated based on the portion of the year employed.
All payments under the New Annual Bonus Program may (or, to the extent required by law or listing standards of any securities exchange on which the Registrant’s securities are listed, will) be subject to recoupment, cancellation, reduction or forfeiture (1) in accordance with any clawback or similar policy adopted by the Registrant Board or the Compensation Committee, (2) in accordance with any clawback or similar policy that the Registrant is required to adopt pursuant to any applicable listing standards or applicable law or (3) in the event of fraud or any financial restatements or irregularities.
Appointment of Directors
On August 3, 2021, the Registrant issued a press release that the Registrant Board and the Board of Directors of Greenlight Reinsurance, Ltd (the “Greenlight Re Board”) have appointed each of Johnny Ferrari, Ursuline Foley and Victoria Guest as independent directors of the Registrant Board and the Greenlight Re Board, effective July 30, 2021. The appointments of Mr. Ferrari, Ms. Foley and Ms. Guest to the Greenlight Re Board are each subject to the approval of the Cayman Islands Monetary Authority. At the time of the filing of the Form 8-K, the Registrant Board and the Greenlight Re Board had not yet determined on which committees Mr. Ferrari, Ms. Foley or Ms. Guest would serve. Each of the directors brings in-depth experience with the insurance and reinsurance industries, as well as extensive management experience.
Mr. Ferrari, age 53, is currently a consultant to companies in the financial services industry after having retired from KPMG International (“KPMG”) in June 2021. Prior to his retirement, Mr. Ferrari specialized in providing audit services to companies in the banking, insurance and asset management industries. Mr. Ferrari held multiple roles for KPMG and its member firms including serving as a member of the Global Monitoring Group for KPMG International from July 2017 to June 2021, Chief Operating Officer for Audit Quality for KPMG EMA Region from October 2019 to June 2021 and as an Audit Partner for KPMG Cayman Islands from October 2003 to September 2019, including serving as Partner in Charge of Risk Management from October 2012 to September 2019. Mr. Ferrari also served as a member of KPMG’s Executive Management Committee and participated on the Audit Quality Professional Practice Steering Committee from October 2012 to September 2019. Mr. Ferrari holds a Bachelor’s degree from the University of Toronto. Mr. Ferrari is a member of the Charter Professional Accountants of Ontario and Cayman Islands Institute of Professional Accountants.
Ms. Foley, age 60, currently serves on the board of directors of Provident Financial Services, Inc. and Provident Bank (NYSE: PFS) and is a member of the Risk and Technology committees. Ms. Foley also serves as a director of DOCOsoft Ltd., a software company providing claims management, document management and workflow software solutions for the global insurance and financial services markets. From April 2016 to October 2018, Ms. Foley served as Chief Corporate Operations Officer and Managing Director of XL Group PLC, a global provider of commercial insurance and reinsurance, which became AXA XL in September 2018. From 2010 to April 2016, Ms. Foley served as Chief Information Officer, Chief Data Officer, Enterprise Enablement Strategy for XL Group PLC. Ms. Foley has also served in other senior roles for XL Group PLC, including Senior Vice President, Chief Information Officer of Reinsurance for the Property and Casualty, Life and Financial Lines for XL Reinsurance. Ms. Foley also currently serves on several advisory and non-profit boards of directors. Ms. Foley holds both a Bachelor of Science and Teaching Diploma from University College Cork, Ireland, a Master of Science from PACE University New York and a Technology Leadership certificate from Babson University. Ms. Foley has also received certificates from NYC College of Insurance and the College of Finance, NYC.
Ms. Guest, age 54, serves on the board of directors of The Bessemer Group, Incorporated and its principal subsidiary banks, and the board of managers/directors of Bessemer Securities LLC and its principal subsidiary. Previously, Ms. Guest was General Counsel and Corporate Secretary of Hamilton Insurance Group, Ltd., a Bermuda-based holding company for insurance and reinsurance operations, from December 2013 until retirement in November 2017. From July 2012 to December 2013, Ms. Guest was General Counsel and Corporate Secretary of SAC Re Holdings, Ltd, a Bermuda-based reinsurer. Ms. Guest has also served as General Counsel and Corporate Secretary of Ariel Holdings, Ltd. from July 2009 to June 2012 and RAM Holdings,
Ltd. from January 2006 to June 2009. Ms. Guest has a Juris Doctor from Harvard Law School and a Bachelor of Arts from Stanford University.
Mr. Ferrari’s, Ms. Foley’s and Ms. Guest’s director compensation will be similar to the other independent directors of the Registrant, as described under “Director Compensation” in the Registrant’s 2021 proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on March 12, 2021. The Registrant also entered into a Deed of Indemnity with each of Mr. Ferrari, Ms. Foley and Ms. Guest. Each Deed of Indemnity provides that the Registrant will indemnify and hold harmless, and advance expenses paid or incurred by, Mr. Ferrari, Ms. Foley and Ms. Guest, as applicable, to the fullest extent permitted by law, for claims relating to his or her service to the Registrant or its subsidiaries, subject to the terms and conditions contained in the form of Deed of Indemnity incorporated by reference hereto as Exhibit 99.2. The Deed of Indemnity is identical in all material respects to the indemnification agreements entered into with other directors of the Registrant.
A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 8.01 Other Events
As a result of a review of the Registrant’s corporate governance practices following the Registrant’s most recent say-on-pay vote and based on input from Mercer in connection with its review of the Registrant’s compensation and corporate governance practices, on July 29, 2021, the Compensation Committee recommended to the Registrant Board, and the Registrant Board approved, the Registrant’s Share Ownership and Retention Policy for Executives and Non-Employee Directors, effective July 29, 2021 (as it may be amended from time to time, the “Policy”).
The Policy includes the following minimum share ownership requirements for the Registrant’s named executive officers and non-employee directors:
Chief Executive Officer – A multiple of 5 times annual base salary
All Other Named Executive Officers – A multiple of 2 times annual base salary
Non-Employee Directors – A multiple of 5 times annual cash retainer
For purposes of the Policy, ownership will include: the Registrant’s class A or class B ordinary shares owned through a wholly-owned entity, individually and/or by immediate family members residing in the same household, in each case, that are not hedged, pledged or otherwise encumbered, and restricted shares/share units not yet vested that vest based solely on time/service. Ownership does not include unexercised stock options (whether vested or unvested), unexercised share appreciation rights (whether vested or unvested), performance shares/share units, and/or any equity-based awards that may be settled in cash.
The value of the Registrant’s class A or class B ordinary shares owned by each named executive officer and non-employee director will be calculated on an annual basis on each December 31 based upon the Nasdaq Global Select Market’s average closing price for a class A ordinary share of the Registrant for the immediately preceding six month period.
Current named executive officers and non-employee directors have up to five years from the initial effective date of the Policy to achieve the foregoing share ownership requirements. Future named executive officers and non-employee directors will have up to five years from the date of hire/election/appointment, as applicable, to achieve the foregoing share ownership requirements. If any named executive officer is not in compliance with the Policy within the applicable five year period, then 50% of any short-term incentive plan award for a given year will be paid in class A ordinary shares until such time as compliance is achieved. If any non-employee director is not in compliance with the Policy within the applicable five year period, then the annual cash retainer will be paid in class A ordinary shares until such time as compliance is achieved.
The foregoing description of the Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy, a copy of which is filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
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 hereunto duly authorized.
| GREENLIGHT CAPITAL RE, LTD. | |
|---|---|
| (Registrant) | |
| By: | /s/ Neil Greenspan |
| Name: | Neil Greenspan |
| Title: | Chief Financial Officer |
| Date: | August 3, 2021 |
Document
GREENLIGHT RE ANNOUNCES
SECOND QUARTER 2021 FINANCIAL RESULTS
Net income for the quarter of $0.6 million
Fully diluted book value per share increased 0.8% in the quarter to $13.60
GRAND CAYMAN, Cayman Islands - August 3, 2021 - Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its 2021 second quarter financial results. The results included:
•Net income of $0.6 million, or $0.02 per share, compared to a net loss of $0.1 million, or $0.00 per share, in the second quarter of 2020.
•Combined ratio of 96.5%, compared to a combined ratio of 101.2% in the second quarter of 2020.
•Total investment income of $2.0 million, compared to total investment income of $5.5 million in the second quarter of 2020.
•An increase in fully diluted book value per share of $0.11, or 0.8%, to $13.60.
The following summarizes the Company’s underwriting results for the second quarter of 2021 and 2020:
| Three months ended June 30 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| ( in thousands) | |||
| Gross premiums written | 141,579 | 116,689 | |
| Net premiums earned | 132,479 | 108,414 | |
| Underwriting income (loss) | 4,562 | (1,306) | |
| Combined ratio | 96.5 | 101.2 | % |
All values are in US Dollars.
Simon Burton, Chief Executive Officer of Greenlight Re, stated, “I’m pleased with the contribution from our underwriting business this quarter at a 96.5% combined ratio, although an otherwise excellent result was somewhat impacted by reserving actions on certain legacy contracts and COVID-19 losses. Our Innovations investments also performed well, as we booked a $4.0 million increase in valuations in this quarter, which represents a 15% increase over the carry values of these investments at March 31. Looking forward, I’m very optimistic for the prospects of both areas of our operations.”
David Einhorn, Chairman of the Board of Directors, stated, “Our investment in the Solasglas fund had a small loss in the second quarter. The portfolio is positioned to take advantage of inflation and related equities which should exhibit pricing power in industries with structural shortages, which we think will more persistent than the consensus believes.”
Underwriting and investment results
Second quarter of 2021
Gross premiums written in the second quarter of 2021 were $141.6 million, compared to $116.7 million in the second quarter of 2020. This increase relates primarily to business assumed from various Lloyd’s syndicates, which was partially offset by reductions in workers’ compensation, crop and health premium. Premiums ceded were insignificant in both periods.
Net premiums earned were $132.5 million during the second quarter of 2021, an increase from $108.4 million in the comparable 2020 period.
The Company recognized net underwriting income of $4.6 million in the second quarter of 2021, as compared to an underwriting loss of $1.3 million in the second quarter of 2020. The increase in underwriting income was due primarily to the impact of COVID-19 pandemic losses in the second quarter of 2020, partially offset by the net financial impact of prior-year loss development of $3.6 million.
The Company’s total investment income during the second quarter of 2021 was $2.0 million. The Company’s Investment Portfolio, which is managed by DME Advisors, returned (0.9)%, representing a $(2.0) million loss from the Solasglas fund. The Company also reported $4.0 million of other investment income, primarily from its Innovations investments.
Six months ended June 30,2021
Gross written premiums were $311.5 million for the six months ended June 30, 2021, an increase of $85.0 million, or 37.5%, compared to the equivalent 2020 period.
Net premiums earned were $267.9 million for the six months ended June 30, 2021, an increase of $48.4 million, or 22.1% compared to the first six months of 2020.
Underwriting income for the six months ended June 30, 2021 was $2.6 million, which equates to a combined ratio of 99.0%. The underwriting loss for the equivalent 2020 period was $0.1 million, which represented a combined ratio of 100.0%. The higher underwriting income was due primarily to the 2020 period being negatively impacted by COVID-19 pandemic losses. This increase was partially offset by losses recognized during the 2021 period, including those connected with (i) the Texas winter storms that occurred in February, 2021 and (ii) deposit-accounted contracts, both of which occurred during the first quarter of 2021. The net financial impact of prior-year loss development occurring in the second quarter of 2021 further reduced the underwriting income recognized in the first half of 2021.
Total investment income for the six months ended June 30, 2021, was $20.7 million compared to an investment loss of $29.7 million incurred during the equivalent 2020 period. The investment income for the six months ended June 30, 2021 was due primarily to a gains recognized in connection with Company’s strategic investments. Additionally, the Company’s investment in the Solasglas fund generated a gain of $2.0 million for the six months ended June 30, 2021, compared to a loss of $40.5 million during the equivalent 2020 period.
Other items
The Company repurchased 0.7 million shares during the second quarter of 2021 at an average price of $9.30 per share. As of June 30, 2021, $25.0 million remained available under the Company’s share repurchase plan.
Conference Call
Greenlight Re will hold a live conference call to discuss its financial results on Wednesday, August 4, 2021 at 9:00 a.m. Eastern time. The conference call title is Greenlight Capital Re, Ltd. Second Quarter 2021 Earnings Call.
To participate in the Greenlight Capital Re, Ltd. Second Quarter 2021 Earnings Call, please dial in to the conference call at:
U.S. toll free 1-844-274-4096
International 1-412-317-5608
Telephone participants may avoid any delays by pre-registering for the call using the following link to receive a special dial-in number and PIN.
Conference Call registration link: https://dpregister.com/sreg/10158763/eb38b46c28
The conference call can also be accessed via webcast at:
https://services.choruscall.com/mediaframe/webcast.html?webcastid=Wu1OPljL
A telephone replay of the call will be available from 11:00 a.m. Eastern time on August 4, 2021 until 9:00 a.m. Eastern time on August 18, 2021. The replay of the call may be accessed by dialing 1-877-344-7529 (U.S. toll free) or 1-412-317-0088 (international), access code 10158763. An audio file of the call will also be available on the Company’s website, www.greenlightre.com.
Non-GAAP Financial Measures
In presenting the Company’s results, management has included financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). Such measures which include adjusted combined ratio, and net underwriting income (loss), are referred to as non-GAAP measures. These non-GAAP measures may be defined or calculated differently by other companies. Management believes these measures allow for a more complete understanding of the underlying business. These measures are used to monitor our results and should not be viewed as a substitute for those determined in accordance with GAAP. Reconciliations of such measures to the most comparable GAAP figures are included in the attached financial information in accordance with Regulation G.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of the Company. These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes, regulatory and legal uncertainties and other factors described in our Form 10-K filed with the Securities Exchange Commission on March 10, 2021. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as provided by law.
About Greenlight Capital Re, Ltd.
Greenlight Re (www.greenlightre.com) provides multi-line property and casualty reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. In 2018, the Company launched its Greenlight Re Innovations unit, which supports technology innovators in the (re)insurance space by providing investment, risk capacity, and access to a broad insurance network.
Contact:
Investor Relations:
Adam Prior
The Equity Group Inc.
(212) 836-9606
IR@greenlightre.ky
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, 2021 and December 31, 2020
(expressed in thousands of U.S. dollars, except per share and share amounts)
| June 30, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| Assets | ||||
| Investments | ||||
| Investment in related party investment fund | $ | 175,136 | $ | 166,735 |
| Other investments | 31,418 | 29,418 | ||
| Total investments | 206,554 | 196,153 | ||
| Cash and cash equivalents | 35,204 | 8,935 | ||
| Restricted cash and cash equivalents | 709,672 | 745,371 | ||
| Reinsurance balances receivable (net of allowance for expected credit losses) | 392,154 | 330,232 | ||
| Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses) | 14,332 | 16,851 | ||
| Deferred acquisition costs | 60,780 | 51,014 | ||
| Notes receivable | — | 6,101 | ||
| Other assets | 3,838 | 2,993 | ||
| Total assets | $ | 1,422,534 | $ | 1,357,650 |
| Liabilities and equity | ||||
| Liabilities | ||||
| Loss and loss adjustment expense reserves | $ | 514,642 | $ | 494,179 |
| Unearned premium reserves | 244,597 | 201,089 | ||
| Reinsurance balances payable | 88,813 | 92,247 | ||
| Funds withheld | 5,092 | 4,475 | ||
| Other liabilities | 5,664 | 5,009 | ||
| Convertible senior notes payable | 96,900 | 95,794 | ||
| Total liabilities | 955,708 | 892,793 | ||
| Shareholders' equity | ||||
| Ordinary share capital (Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 27,916,353 (2020: 28,260,075): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,715 (2020: 6,254,715)) | $ | 3,417 | $ | 3,452 |
| Additional paid-in capital | 483,365 | 488,488 | ||
| Retained earnings (deficit) | (19,956) | (27,083) | ||
| Total shareholders' equity | 466,826 | 464,857 | ||
| Total liabilities and equity | $ | 1,422,534 | $ | 1,357,650 |
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
(UNAUDITED)
(expressed in thousands of U.S. dollars, except percentages and per share amounts)
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Underwriting revenue | ||||||||||||
| Gross premiums written | $ | 141,579 | $ | 116,689 | $ | 311,514 | $ | 226,476 | ||||
| Gross premiums ceded | (1) | (132) | 54 | (810) | ||||||||
| Net premiums written | 141,578 | 116,557 | 311,568 | 225,666 | ||||||||
| Change in net unearned premium reserves | (9,099) | (8,143) | (43,693) | (6,231) | ||||||||
| Net premiums earned | $ | 132,479 | $ | 108,414 | $ | 267,875 | $ | 219,435 | ||||
| Underwriting related expenses | ||||||||||||
| Net loss and loss adjustment expenses incurred | ||||||||||||
| Current year | $ | 87,420 | $ | 87,700 | $ | 185,281 | $ | 159,225 | ||||
| Prior year | (463) | 1,494 | (603) | 5,666 | ||||||||
| Net loss and loss adjustment expenses incurred | 86,957 | 89,194 | 184,678 | 164,891 | ||||||||
| Acquisition costs | 37,631 | 17,903 | 71,012 | 49,642 | ||||||||
| Underwriting expenses | 3,357 | 3,268 | 6,694 | 6,204 | ||||||||
| Deposit accounting expense (income) | (28) | (645) | 2,919 | (1,252) | ||||||||
| Net underwriting income (loss) | $ | 4,562 | $ | (1,306) | $ | 2,572 | $ | (50) | ||||
| Income (loss) from investment in related party investment fund | $ | (2,006) | $ | 1,609 | $ | 2,018 | $ | (40,517) | ||||
| Net investment income (loss) | 4,046 | 3,934 | 18,696 | 10,771 | ||||||||
| Total investment income (loss) | $ | 2,040 | $ | 5,543 | $ | 20,714 | $ | (29,746) | ||||
| Net underwriting and investment income (loss) | $ | 6,602 | $ | 4,237 | $ | 23,286 | $ | (29,796) | ||||
| Corporate expenses | $ | 4,382 | $ | 2,881 | $ | 8,586 | $ | 6,739 | ||||
| Other (income) expense, net | 31 | (143) | 734 | 251 | ||||||||
| Interest expense | 1,562 | 1,562 | 3,106 | 3,123 | ||||||||
| Income tax expense (benefit) | 1 | — | (3,733) | (424) | ||||||||
| Net income (loss) | $ | 626 | $ | (63) | $ | 14,593 | $ | (39,485) | ||||
| Earnings (loss) per share | ||||||||||||
| Basic | $ | 0.02 | $ | — | $ | 0.21 | $ | (1.12) | ||||
| Diluted | $ | 0.02 | $ | — | $ | 0.21 | $ | (1.12) | ||||
| Underwriting ratios | ||||||||||||
| Loss ratio - current year | 66.0 | % | 80.9 | % | 69.2 | % | 72.5 | % | ||||
| Loss ratio - prior year | (0.4) | % | 1.4 | % | (0.3) | % | 2.6 | % | ||||
| Loss ratio | 65.6 | % | 82.3 | % | 68.9 | % | 75.1 | % | ||||
| Acquisition cost ratio | 28.4 | % | 16.5 | % | 26.5 | % | 22.6 | % | ||||
| Composite ratio | 94.0 | % | 98.8 | % | 95.4 | % | 97.7 | % | ||||
| Underwriting expense ratio | 2.5 | % | 2.4 | % | 3.6 | % | 2.3 | % | ||||
| Combined ratio | 96.5 | % | 101.2 | % | 99.0 | % | 100.0 | % |
The following tables present the Company’s underwriting ratios by line of business:
| Three months ended June 30 | Three months ended June 30 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||||
| Property | Casualty | Other | Total | Property | Casualty | Other | Total | |||||||||
| Loss ratio | 49.2 | % | 76.2 | % | 44.8 | % | 65.6 | % | 72.4 | % | 70.5 | % | 120.5 | % | 82.3 | % |
| Acquisition cost ratio | 22.2 | % | 26.6 | % | 36.2 | % | 28.4 | % | 20.9 | % | 28.9 | % | (20.4) | % | 16.5 | % |
| Composite ratio | 71.4 | % | 102.8 | % | 81.0 | % | 94.0 | % | 93.3 | % | 99.4 | % | 100.1 | % | 98.8 | % |
| Underwriting expense ratio | 2.5 | % | 2.4 | % | ||||||||||||
| Combined ratio | 96.5 | % | 101.2 | % | ||||||||||||
| Six months ended June 30 | Six months ended June 30 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | |||||||||||||||
| Property | Casualty | Other | Total | Property | Casualty | Other | Total | |||||||||
| Loss ratio | 64.5 | % | 74.9 | % | 55.2 | % | 68.9 | % | 68.1 | % | 71.6 | % | 87.4 | % | 75.1 | % |
| Acquisition cost ratio | 21.0 | 25.8 | 30.8 | 26.5 | 20.2 | 28.0 | 10.9 | 22.6 | ||||||||
| Composite ratio | 85.5 | % | 100.7 | % | 86.0 | % | 95.4 | % | 88.3 | % | 99.6 | % | 98.3 | % | 97.7 | % |
| Underwriting expense ratio | 3.6 | 2.3 | ||||||||||||||
| Combined ratio | 99.0 | % | 100.0 | % |
GREENLIGHT CAPITAL RE, LTD.
NON-GAAP MEASURES AND RECONCILIATION
Adjusted combined ratio
“Combined ratio” is a commonly used measure in the property and casualty insurance industry and is calculated using U.S. GAAP components. We use the combined ratio, as well as an adjusted combined ratio that excludes the impacts of certain items, to evaluate our underwriting performance. We believe this adjusted non-GAAP measure provides management and financial statement users with a better understanding of the factors influencing our underwriting results.
In calculating the adjusted combined ratio, we exclude underwriting income and losses attributable to (i) prior accident-year reserve development, (ii) catastrophe events, and (iii) other significant infrequent adjustments.
Prior accident-year reserve development, which can be favorable or unfavorable, represents changes in our estimates of losses and loss adjustment expenses associated with loss events that occurred in prior years. We believe a discussion of current accident-year performance, which excludes prior accident-year reserve development, is helpful since it provides more insight into current underwriting performance.
By their nature, catastrophe events and other significant infrequent adjustments are not representative of the type of loss activity that we would expect to occur in every period.
We believe an adjusted combined ratio that excludes the effects of these items aids in understanding the underlying trends and variability in our underwriting results that these items may obscure.
The following table reconciles the combined ratio to the adjusted combined ratio:
| Three months ended June 30 | Six months ended June 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Combined ratio | 96.5 | % | 101.2 | % | 99.0 | % | 100.0 | % |
| Impact on combined ratio of selected items: | ||||||||
| Prior-year development | 2.7 | % | 1.0 | % | 1.3 | % | 2.3 | % |
| Catastrophes (current year) | 0.8 | % | — | % | 2.1 | % | — | % |
| Other adjustments | — | % | 5.5 | % | 1.1 | % | 2.7 | % |
| Adjusted combined ratio | 93.0 | % | 94.7 | % | 94.5 | % | 95.0 | % |
•For the three and six months ended June 30, 2021, the caption “Prior-year development” includes development on losses relating to the COVID-19 pandemic.
•The caption “Catastrophes (current year)” includes events that occur during a given period, as well as current-period development on catastrophe events occurring earlier in the fiscal year.
•The caption “Other adjustments” represents, for the six months ended June 30, 2021, interest income and expense on deposit-accounted contracts due to changes in the associated estimated ultimate cash flows and, for the three and six months ended June 30, 2020, losses relating to the COVID-19 pandemic.
Net Underwriting Income (Loss)
One way that we evaluate the Company’s underwriting performance is through the measurement of net underwriting income (loss). We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations. We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance. Management also believes that this measure follows industry practice and allows the users of financial information to compare the Company’s performance with those of our industry peer group.
Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used to calculate net income before taxes under U.S. GAAP. We calculate net underwriting income (loss) as net premiums earned, plus other income (expense) relating to reinsurance and deposit-accounted contracts, less net loss and loss adjustment expenses, acquisition costs, and underwriting expenses. The measure excludes, on a recurring basis: (1) investment income (loss); (2) other income (expense) not related to underwriting, including foreign exchange gains or losses and adjustments to the allowance for expected credit losses; (3) corporate general and administrative expenses; and (4) interest expense. We exclude total investment income or loss and foreign exchange gains or losses as we believe these items are influenced by market conditions and other factors not related to underwriting decisions. We exclude corporate expenses because these expenses are generally fixed and not incremental to or directly related to our underwriting operations. We believe all of these amounts are largely independent of our underwriting process and including them could hinder the analysis of trends in our underwriting operations. Net underwriting income (loss) should not be viewed as a substitute for U.S. GAAP net income before income taxes.
The reconciliations of net underwriting income (loss) to income (loss) before income taxes (the most directly comparable U.S. GAAP financial measure) on a consolidated basis are shown below:
| Three months ended June 30 | Six months ended June 30 | ||
|---|---|---|---|
| 2021 | 2021 | 2020 | |
| ( in thousands) | |||
| Income (loss) before income tax | 627 | 10,860 | (39,909) |
| Add (subtract): | |||
| Total investment (income) loss | (2,040) | (20,714) | 29,746 |
| Other non-underwriting (income) expense | 31 | 734 | 251 |
| Corporate expenses | 4,382 | 8,586 | 6,739 |
| Interest expense | 1,562 | 3,106 | 3,123 |
| Net underwriting income (loss) | 4,562 | 2,572 | (50) |
All values are in US Dollars.
Document
GREENLIGHT CAPITAL RE, LTD.
ANNOUNCES NEW DIRECTOR APPOINTMENTS
GRAND CAYMAN, Cayman Islands - August 3, 2021 - Greenlight Capital Re, Ltd. (Nasdaq: GLRE) (“Greenlight Re” or the “Company”) announced today that the board of directors of the Company (the “Board”) has been expanded to nine members and that each of Johnny Ferrari, Ursuline Foley and Victoria Guest has been appointed as an independent director of the Board effective July 30, 2021.
David Einhorn, Chairman of the Board, stated “We are honored to welcome John, Urs and Victoria to the Board. Each brings a wealth of financial industry, operational and governance experience and expertise that will complement the Board and assist our management as Greenlight Re continues to build upon our recent successes.”
Mr. Ferrari is currently a consultant to companies in the financial services industry after having retired from KPMG International (“KPMG”) in June 2021. Prior to his retirement, Mr. Ferrari specialized in providing audit services to companies in the banking, insurance and asset management industries. Mr. Ferrari held multiple roles for KPMG and its member firms, including serving as a member of the Global Monitoring Group for KPMG International, Chief Operating Officer for Audit Quality for KPMG EMA Region and as an Audit Partner for KPMG Cayman Islands, including serving as Partner in Charge of Risk Management. Mr. Ferrari also served as a member of KPMG’s Executive Management Committee and participated on the Audit Quality Professional Practice Steering Committee. Mr. Ferrari holds a Bachelor’s degree from the University of Toronto and is a member of the Charter Professional Accountants of Ontario and Cayman Islands Institute of Professional Accountants.
Ms. Foley currently serves on the board of directors of Provident Financial Services, Inc. and Provident Bank (NYSE: PFS) and is a member of the Risk and Technology committees. Ms. Foley also serves as a director of DOCOsoft Ltd., a software company providing claims management, document management and workflow software solutions for the global insurance and financial services markets. Previously, Ms. Foley served as Chief Corporate Operations Officer and Managing Director of XL Group PLC, a global provider of commercial insurance and reinsurance, which became AXA XL in September 2018. Ms. Foley has also held several senior management roles, including Chief Information Officer, Chief Data Officer, Enterprise Enablement Strategy for XL Group PLC and Senior Vice President, Chief Information Officer of Reinsurance and Financial Lines for XL Reinsurance. Ms. Foley holds both a Bachelor of
Science and Teaching Diploma from University College Cork, Ireland, a Master of Science from PACE University and a Technology Leadership certificate from Babson University. Ms. Foley has also received certificates from NYC College of Insurance and the College of Finance, NYC.
Ms. Guest currently serves on the board of directors of the Bessemer Group, Incorporated and its principal subsidiary banks, and the board of managers of Bessemer Securities LLC and its principal subsidiary. Previously, Ms. Guest was General Counsel and Corporate Secretary of Hamilton Insurance Group, a Bermuda-based holding company for insurance and reinsurance operations, from December 2013 until retirement in November 2017. Ms. Guest has also served as General Counsel and Corporate Secretary of SAC Re Holdings, Ltd, a Bermuda-based reinsurer, as well as Ariel Holdings and RAM Holdings. Ms. Guest has a Juris Doctor from Harvard Law School and a Bachelor of Arts from Stanford University.
About Greenlight Capital Re, Ltd.
Greenlight Re (www.greenlightre.com) provides multi-line property and casualty reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. In 2018, the Company launched its Greenlight Re Innovations unit, which supports technology innovators in the (re)insurance space by providing investment, risk capacity, and access to a broad insurance network.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of the U.S. federal securities laws. The Company intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of the Company. These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes, regulatory and legal uncertainties and other factors described in the Company’s annual report on Form 10-K filed with the Securities Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as provided by law.
For further information contact:
Investor Relations:
Adam Prior
The Equity Group Inc.
(212) 836-9606
IR@greenlightre.ky
Document
Greenlight Capital Re, Ltd.
Share Ownership and Retention Policy
for Executives and Non-Employee Directors
(Effective July 29, 2021)
General Purpose: The purpose of the Greenlight Capital Re, Ltd. Share Ownership and Retention Policy for Executives and Non-Employee Directors (as it may be amended from time to time, this “Policy”) is to: (i) further align the long-term interests of named executive officers (as defined by SEC rules and regulations) (collectively, “Executives”) and non-employee directors (collectively, “Directors”) with those of the shareholders of Greenlight Capital Re, Ltd. (the “Company”); (ii) help manage and mitigate potential risk-taking behaviors; and (iii) further promote the Company’s commitment to sound corporate governance.
Share Ownership Guidelines: The following guidelines apply to Executives:
| Position | Multiple of Annual Base Salary |
|---|---|
| Chief Executive Officer | 5x |
| All Other Named Executive Officers | 2x |
The following guidelines apply to Directors:
| Position | Multiple of Annual Cash Retainer |
|---|---|
| Non-Employee Director | 5x |
The value of Class A or Class B ordinary shares of the Company (collectively, the “Shares”) owned by each Executive and each Director will be calculated on an annual basis on each December 31st based upon the Nasdaq Global Select Market’s average closing price for a Class A ordinary share for the immediately preceding six (6) month period.
If an Executive or a Director has met the requisite ownership level and then falls below the applicable multiple due solely to a decline in the value of Shares, such Executive or Director will not be required to acquire additional Shares to meet the applicable multiple, but he or she will be required to retain all Shares then held until such time as the individual again attains the target multiple.
Timing: Current Executives and Directors have up to five (5) years from the initial effective date of this Policy to achieve the share ownership requirements referenced above. Future Executives and Directors will have up to five (5) years from the date of hire/election/appointment, as applicable, to achieve the share ownership requirements referenced above. Once the minimum ownership requirement is met, individuals must maintain the required ownership amounts and will not be permitted to sell Shares in a manner that will result in non-compliance with the
foregoing ownership requirements. If any Executive is not in compliance with this Policy within the applicable five (5) year period, then 50% of any short-term incentive plan award for a given year will be paid in Class A ordinary shares until such time as compliance is achieved. If any Director is not in compliance with this Policy within the applicable five (5) year period, then the annual cash retainer will be paid in Class A ordinary shares until such time as compliance is achieved.
Incremental Ownership Requirements for Executives and Directors: Executives and Directors are required to retain 100% of net after tax Shares received from restricted stock/restricted stock units vesting/settlement until the foregoing share ownership guidelines are met.
What Shares Count Toward Satisfying the Stock Ownership Requirements: Ownership will include Shares owned through a wholly-owned entity, individually and/or by immediate family members (as defined by SEC rules and regulations) residing in the same household, in each case, that are not hedged, pledged or otherwise encumbered and restricted shares/share units not yet vested that vest based solely on time/service. Ownership does not include unexercised stock options (whether vested or unvested), unexercised share appreciation rights (whether vested or unvested), performance shares/share units and/or any equity-based awards that may be settled in cash.
Periodic Reviews: Ownership is generally reviewed with the Compensation Committee of the Company’s Board of Directors (the “Committee”) on an annual basis.
Administration: This Policy shall be administered, interpreted and construed by the Committee. The Committee has the authority to (i) supply any omission and reconcile any inconsistency, (ii) approve exceptions in its reasonable good faith discretion which it determines are necessary or appropriate, and (iii) modify or amend this Policy from time to time to reflect legal and business developments warranting a change. In the event of any conflict or inconsistency with this Policy and any other materials previously distributed by the Company, this Policy shall govern.
2