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
March 8, 2023
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 March 8, 2023, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2022. 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 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Earnings press release, "GREENLIGHT RE ANNOUNCES FOURTH QUARTER AND YEAR-ENDED DECEMBER 31, 2022 FINANCIAL RESULTS", dated March 8, 2023, issued by the Registrant. |
|---|
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: | March 8, 2023 |
Document
GREENLIGHT RE ANNOUNCES
FOURTH QUARTER AND YEAR-ENDED DECEMBER 31, 2022 FINANCIAL RESULTS
Net income for the quarter of $34.8 million;
Fully diluted book value per share increased 7.7% in the quarter to $14.59
GRAND CAYMAN, Cayman Islands – March 8, 2023 – Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its financial results for the fourth quarter and year ended December 31, 2022. The results included:
•A net income of $34.8 million, or $0.91 per diluted ordinary share for the fourth quarter of 2022, compared to a net income of $24.3 million, or $0.71 per diluted ordinary share, in the fourth quarter of 2021;
•A combined ratio of 94.2%, compared to a combined ratio of 96.4% in the fourth quarter of 2021;
•Total investment income of $32.5 million, compared to total investment income of $25.3 million in the fourth quarter of 2021; and
•An increase in fully diluted book value per share in the for the fourth quarter of 2022 of $1.04, or 7.7%, to $14.59.
The following summarizes the Company’s underwriting results for the fourth quarters and years ended December 31, 2022 and 2021:
| Three months ended December 31, | Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||||||||
| ( in thousands) | |||||||||||
| Gross premiums written | $ | 125,144 | $ | 563,171 | $ | 565,393 | |||||
| Net premiums earned | 111,385 | 135,880 | 469,477 | 539,279 | |||||||
| Underwriting income (loss) | 6,519 | 4,810 | (10,686) | (5,196) | |||||||
| Combined ratio | 94.2 | % | 96.4 | % | 102.3 | % | 100.9 | % |
All values are in US Dollars.
Simon Burton, Chief Executive Officer of Greenlight Re, stated, “The past twelve months represent a watershed for Greenlight Re. We grew book value in 2022 amidst volatile investment and reinsurance markets, and in 2023 we are experiencing some of the best underwriting conditions we have ever seen. Our near to medium term prospects are excellent.”
David Einhorn, Chairman of the Board of Directors, said, “Greenlight Re had a very strong fourth quarter, with gains in both underwriting and investing. The Solasglas fund returned 13.4% during the quarter and 25.3% in 2022, our second-best result ever. We are well-positioned going into 2023.”
Underwriting and Investment Results
Fourth Quarter of 2022
Gross premiums written in the fourth quarter of 2022 were $127.4 million, compared to $125.1 million in the fourth quarter of 2021. The $2.2 million increase, or 1.8%, relates primarily to growth in personal property, general liability, and other specialty business, including premiums underwritten by the Company’s Innovations partners. This increase was partially offset by the Company’s decision to reduce its exposure to personal motor and workers’ compensation risks.
Net premiums earned were $111.4 million during the fourth quarter of 2022, a decrease from $135.9 million in the comparable 2021 period.
The Company recognized net underwriting income of $6.5 million in the fourth quarter of 2022. By comparison, the equivalent period in 2021 reported net underwriting income of $4.8 million.
The Company’s total investment income during the fourth quarter of 2022 was $32.5 million. The Company’s Investment Portfolio, managed by DME Advisors, returned 13.4%, representing income of $30.4 million from the Solasglas fund. The Company reported $2.2 million of other investment income, primarily from interest earned on its restricted cash and cash equivalents.
The Company incurred other non-underwriting income of $1.6 million during the fourth quarter of 2022, due primarily to foreign exchange gains driven by the strengthening of the pound sterling.
Year ended December 31, 2022
Gross written premiums were $563.2 million for the year ended December 31, 2022, a decrease of $2.2 million, or 0.4%, compared to the comparable 2021 period. The reduction in personal motor premiums that drove the decrease was mostly offset by growth in personal property, marine and energy, and other specialty classes.
Net premiums earned were $469.5 million for the year ended December 31, 2022, a decrease of $69.8 million, or 12.9%, compared to the equivalent 2021 period.
The Company incurred a net underwriting loss for the year ended December 31, 2022, of $10.7 million, which equates to a combined ratio of 102.3%. The underwriting loss for the equivalent 2021 period was $5.2 million, representing a combined ratio of 100.9%. The underwriting loss for the year ended December 31, 2022, was driven primarily by $13.6 million of losses related to the Russian-Ukrainian conflict and $25.7 million related to Hurricane Ian, Typhoon Nanmadol, and wildfires in Tennessee. By comparison, the underwriting loss for the equivalent 2021 period was driven by losses from Hurricane Ida, winter storm Uri, European floods and hailstorms, and South African riots.
Total investment income for the year ended December 31, 2022, was $69.0 million, compared to income of $50.2 million earned during the equivalent 2021 period. The investment income for the year ended December 31, 2022, included $9.9 million of gains recognized in connection with the Company’s Innovations-related investments. The Company’s investment in the Solasglas fund generated income of $54.8 million for the year ended December 31, 2022, compared to income of $18.1 million during the equivalent 2021 period.
Greenlight Capital Re, Ltd. Fourth Quarter and Year-End 2022 Earnings Call
Greenlight Re will host a live conference call to discuss its financial results on Thursday, March 9, 2023, at 9:00 a.m. Eastern Time. Dial-in details:
U.S. toll free 1-877-407-9753
International 1-201-493-6739
The conference call can also be accessed via webcast at:
https://event.webcasts.com/starthere.jsp?ei=1592350&tp_key=f3e3ab288a
A telephone replay will be available following the call through March 14, 2023. The replay of the call may be accessed by dialing 1-877-660-6853 (U.S. toll free) or 1-201-612-7415 (international), access code 13735400. 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, including basic book value per share, fully diluted book value per share, 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 thorough 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 the Company’s behalf. 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 8, 2023. 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 multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. 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 capital, risk capacity, and access to a broad insurance network.
Investor Relations Contact
Karin Daly
Vice President, The Equity Group Inc.
(212) 836-9623
IR@greenlightre.ky
GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED BALANCE SHEETS
(expressed in thousands of U.S. dollars, except per share and share amounts)
| December 31, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| Assets | ||||
| Investments | ||||
| Investment in related party investment fund | $ | 178,197 | $ | 183,591 |
| Other investments | 70,279 | 47,384 | ||
| Total investments | 248,476 | 230,975 | ||
| Cash and cash equivalents | 38,238 | 76,307 | ||
| Restricted cash and cash equivalents | 668,310 | 634,794 | ||
| Reinsurance balances receivable (net of allowance for expected credit losses) | 505,555 | 405,365 | ||
| Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses) | 13,239 | 11,100 | ||
| Deferred acquisition costs | 82,391 | 63,026 | ||
| Unearned premiums ceded | 18,153 | 42 | ||
| Other assets | 6,019 | 5,885 | ||
| Total assets | $ | 1,580,381 | $ | 1,427,494 |
| Liabilities and equity | ||||
| Liabilities | ||||
| Loss and loss adjustment expense reserves | $ | 555,468 | $ | 524,010 |
| Unearned premium reserves | 307,820 | 227,584 | ||
| Reinsurance balances payable | 105,135 | 91,224 | ||
| Funds withheld | 21,907 | 3,792 | ||
| Other liabilities | 6,397 | 7,164 | ||
| Convertible senior notes payable | 80,534 | 98,057 | ||
| Total liabilities | 1,077,261 | 951,831 | ||
| Shareholders' equity | ||||
| Ordinary share capital (Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 28,569,346 (2021: 27,589,731): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,715 (2021: 6,254,715)) | $ | 3,482 | $ | 3,384 |
| Additional paid-in capital | 478,439 | 481,784 | ||
| Retained earnings (deficit) | 21,199 | (9,505) | ||
| Total shareholders' equity | 503,120 | 475,663 | ||
| Total liabilities and equity | $ | 1,580,381 | $ | 1,427,494 |
GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED RESULTS OF OPERATIONS
(expressed in thousands of U.S. dollars, except percentages and per share amounts)
| Three months ended December 31 | Year ended December 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Underwriting revenue | ||||||||||||
| Gross premiums written | $ | 127,359 | $ | 125,144 | $ | 563,171 | $ | 565,393 | ||||
| Gross premiums ceded | (11,456) | (35) | (33,429) | (41) | ||||||||
| Net premiums written | 115,903 | 125,109 | 529,742 | 565,352 | ||||||||
| Change in net unearned premium reserves | (4,518) | 10,771 | (60,265) | (26,073) | ||||||||
| Net premiums earned | $ | 111,385 | $ | 135,880 | $ | 469,477 | $ | 539,279 | ||||
| Underwriting related expenses | ||||||||||||
| Net loss and loss adjustment expenses incurred | ||||||||||||
| Current year | $ | 65,135 | $ | 92,753 | $ | 316,367 | $ | 389,080 | ||||
| Prior year | (1,440) | (12,851) | 118 | (14,100) | ||||||||
| Net loss and loss adjustment expenses incurred | 63,696 | 79,902 | 316,485 | 374,980 | ||||||||
| Acquisition costs | 37,047 | 38,900 | 143,148 | 144,960 | ||||||||
| Underwriting expenses | 3,779 | 3,570 | 13,813 | 12,880 | ||||||||
| Deposit accounting and other reinsurance expense (income) | 344 | 8,698 | 6,717 | 11,655 | ||||||||
| Net underwriting income (loss) | $ | 6,519 | $ | 4,810 | $ | (10,686) | $ | (5,196) | ||||
| Income (loss) from investment in related party investment fund | $ | 30,370 | $ | 22,283 | $ | 54,844 | $ | 18,087 | ||||
| Net investment income (loss) | 2,161 | 3,066 | 14,139 | 32,065 | ||||||||
| Total investment income (loss) | $ | 32,531 | $ | 25,349 | $ | 68,983 | $ | 50,152 | ||||
| Net underwriting and investment income (loss) | $ | 39,050 | $ | 30,159 | $ | 58,297 | $ | 44,956 | ||||
| Corporate expenses | $ | 5,100 | $ | 4,459 | $ | 17,793 | $ | 16,489 | ||||
| Other (income) expense, net | (1,597) | (196) | 11,777 | 880 | ||||||||
| Interest expense | 790 | 1,579 | 4,201 | 6,263 | ||||||||
| Income tax expense (benefit) | 7 | 13 | (816) | 3,746 | ||||||||
| Net income (loss) | $ | 34,750 | $ | 24,304 | $ | 25,342 | $ | 17,578 | ||||
| Earnings (loss) per share (Class A and Class B) | ||||||||||||
| Basic | $ | 1.02 | $ | 0.72 | $ | 0.75 | $ | 0.51 | ||||
| Diluted | $ | 0.91 | $ | 0.71 | $ | 0.73 | $ | 0.51 | ||||
| Underwriting ratios | ||||||||||||
| Loss ratio - current year | 58.5 | % | 68.3 | % | 67.4 | % | 72.1 | % | ||||
| Loss ratio - prior year | (1.3) | % | (9.5) | % | — | % | (2.6) | % | ||||
| Loss ratio | 57.2 | % | 58.8 | % | 67.4 | % | 69.5 | % | ||||
| Acquisition cost ratio | 33.3 | % | 28.6 | % | 30.5 | % | 26.9 | % | ||||
| Composite ratio | 90.5 | % | 87.4 | % | 97.9 | % | 96.4 | % | ||||
| Underwriting expense ratio | 3.7 | % | 9.0 | % | 4.4 | % | 4.5 | % | ||||
| Combined ratio | 94.2 | % | 96.4 | % | 102.3 | % | 100.9 | % |
The following tables present the Company’s net premiums earned and underwriting ratios by line of business:
| Three months ended December 31 | Three months ended December 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Property | Casualty | Other | Total | Property | Casualty | Other | Total | |
| ( in thousands except percentage) | ||||||||
| Net premiums earned | 14,820 | 64,498 | 32,067 | 111,385 | 12,415 | 90,649 | 32,816 | 135,880 |
| Underwriting ratios | ||||||||
| Loss ratio | 82.6 | 70.9 | 17.9 | 57.2 | 99.2 | 63.1 | 31.7 | 58.8 |
| Acquisition cost ratio | 21.3 | 30.1 | 45.1 | 33.3 | 21.6 | 28.7 | 31.2 | 28.6 |
| Composite ratio | 103.9 | 101.0 | 63.0 | 90.5 | 120.8 | 91.8 | 62.9 | 87.4 |
| Underwriting expense ratio | 3.7 | 9.0 | ||||||
| Combined ratio | 94.2 | 96.4 |
All values are in US Dollars.
| Year ended December 31 | Year ended December 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Property | Casualty | Other | Total | Property | Casualty | Other | Total | |
| ( in thousands except percentage) | ||||||||
| Net premiums earned | 52,397 | 289,820 | 127,260 | 469,477 | 56,075 | 351,390 | 131,814 | 539,279 |
| Underwriting ratios | ||||||||
| Loss ratio | 78.0 | 71.0 | 55.0 | 67.4 | 82.0 | 73.1 | 54.7 | 69.5 |
| Acquisition cost ratio | 22.2 | 29.0 | 37.4 | 30.5 | 21.3 | 26.6 | 30.0 | 26.9 |
| Composite ratio | 100.2 | 100.0 | 92.4 | 97.9 | 103.3 | 99.7 | 84.7 | 96.4 |
| Underwriting expense ratio | 4.4 | 4.5 | ||||||
| Combined ratio | 102.3 | 100.9 |
All values are in US Dollars.
GREENLIGHT CAPITAL RE, LTD.
KEY FINANCIAL MEASURES AND NON-GAAP MEASURES
Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
The key non-GAAP financial measures used in this report are:
•Basic book value per share and fully diluted book value per share; and
•Net underwriting income (loss)
These non-GAAP measures are described below.
Basic Book Value Per Share and Fully Diluted Book Value Per Share
We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Basic book value per share and fully diluted book value per share should not be viewed as substitutes for the comparable U.S. GAAP measures.
We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) aggregate of Class A and Class B Ordinary shares issued and outstanding, including all unvested service-based restricted shares, and the earned portion of performance-based restricted shares granted after December 31, 2021. We exclude shares potentially issuable in connection with convertible notes if the conversion price exceeds the share price.
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options, unvested service-based RSUs, and the earned portion of unvested performance-based RSUs granted. Fully diluted book value per share also includes the dilutive effect, if any, of ordinary shares expected to be issued upon settlement of the convertible notes.
Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value per share as a financial measure in our annual incentive compensation.
The following table presents a reconciliation of the non-GAAP financial measures basic and fully diluted book value per share to the most comparable U.S. GAAP measure:
| December 31, 2022 | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( in thousands, except per share and share amounts) | ||||||||||||||
| Numerator for basic and fully diluted book value per share: | ||||||||||||||
| Total equity (U.S. GAAP) (numerator for basic and fully diluted book value per share) | $ | 466,952 | $ | 484,293 | $ | 468,407 | $ | 475,663 | ||||||
| Denominator for basic and fully diluted book value per share: (1) | ||||||||||||||
| Ordinary shares issued and outstanding as presented in the Company’s consolidated balance sheets | 34,824,061 | 34,824,061 | 34,721,231 | 34,721,231 | 33,844,446 | |||||||||
| Less: Unearned performance-based restricted shares granted after December 31, 2021 | (516,489) | (539,161) | (560,927) | -581,593 | — | |||||||||
| Denominator for basic book value per share | 34,307,572 | 34,284,900 | 34,160,304 | 34,139,638 | 33,844,446 | |||||||||
| Add: In-the-money stock options, service-based RSUs granted, and earned performance-based RSUs granted | 187,750 | 183,790 | 179,988 | 176,379 | 154,134 | |||||||||
| Denominator for fully diluted book value per share | 34,495,322 | 34,468,690 | 34,340,292 | 34,316,017 | 33,998,580 | |||||||||
| Basic book value per share | $ | 13.62 | $ | 14.18 | $ | 13.72 | $ | 14.05 | ||||||
| Increase (decrease) in basic book value per share ($) | $ | (0.56) | $ | 0.46 | $ | (0.33) | $ | 0.74 | ||||||
| Increase (decrease) in basic book value per share (%) | 7.6 | % | (3.9) | % | 3.4 | % | (2.3) | % | 5.6 | % | ||||
| Fully diluted book value per share | $ | 13.55 | $ | 14.10 | $ | 13.65 | $ | 13.99 | ||||||
| Increase (decrease) in fully diluted book value per share ($) | $ | (0.55) | $ | 0.45 | $ | (0.34) | $ | 0.74 | ||||||
| Increase (decrease) in fully diluted book value per share (%) | 7.7 | % | (3.9) | % | 3.3 | % | (2.4) | % | 5.6 | % |
All values are in US Dollars.
(1) For periods prior to January 1, 2022, all unvested restricted shares are included in the “basic” and “fully diluted” denominators. Restricted shares with performance-based vesting conditions granted after December 31, 2021, are included in the “basic” and “fully diluted” denominators to the extent that the Company has recognized the corresponding share-based compensation expense. At December 31, 2022, the aggregate number of unearned restricted shares with performance conditions not included in the “basic” and “fully diluted” denominators was 709,638 (September 30, 2022: 732,310, June 30, 2022: 754,076, March 31, 2022: 774,742, December 31, 2021: 193,149).
Net Underwriting Income (Loss)
One way that we evaluate the Company’s underwriting performance is by measuring 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 that 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 relating to reinsurance and deposit-accounted contracts, less deposit interest expense, 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, Lloyd’s interest income or expense 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, foreign exchange gains or losses, Lloyd’s interest income or expense and expected credit losses as we believe these items are influenced by market conditions and other factors not related to underwriting decisions. We exclude corporate and interest expenses because these costs 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 December 31 | Year ended December 31 | ||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||||
| ( in thousands) | |||||||
| Income (loss) before income tax | $ | 24,317 | $ | 24,526 | $ | 21,324 | |
| Add (subtract): | |||||||
| Total investment (income) loss | (32,531) | (25,349) | (68,983) | (50,152) | |||
| Other non-underwriting (income) expense | (1,597) | (196) | 11,777 | 880 | |||
| Corporate expenses | 5,100 | 4,459 | 17,793 | 16,489 | |||
| Interest expense | 790 | 1,579 | 4,201 | 6,263 | |||
| Net underwriting income (loss) | $ | 4,810 | $ | (10,686) | $ | (5,196) |
All values are in US Dollars.