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GREENLIGHT CAPITAL RE, LTD. – 10-Q – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to "we," "us," "our," "our company," or "the Company" refer toGreenlight Capital Re, Ltd. ("GLRE") and our wholly-owned subsidiaries,Greenlight Reinsurance, Ltd , ("Greenlight Re"), Greenlight Reinsurance Ireland,Designated Activity Company ("GRIL"),Greenlight Re Marketing (UK) Limited ("Greenlight ReUK ") andVerdant Holding Company, Ltd. ("Verdant"), unless the context dictates otherwise. References to our "Ordinary Shares" refer collectively to our Class A Ordinary Shares and Class B Ordinary Shares. The following is a discussion and analysis of our results of operations for the three and nine months endedSeptember 30, 2021 and 2020 and financial condition atSeptember 30, 2021 andDecember 31, 2020 . The following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes, which appear in our annual report on Form 10-K for the fiscal year endedDecember 31, 2020 .
Special Note About Forward-Looking Statements
Certain statements in Management's Discussion and Analysis, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements generally are identified by the words "believe," "project," "predict," "expect," "anticipate," "estimate," "intend," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. We have included a detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements in the section entitled "Risk Factors" (refer to Part I, Item 1A) contained in our Form 10-K for the fiscal year endedDecember 31, 2020 , as filed with theSecurities and Exchange Commission (the "SEC") onMarch 10, 2021 . Such risks and uncertainties include, but are not limited to: •The impact of disruptions to commerce, reduced economic activity, and other consequences of a pandemic, including the novel coronavirus ("COVID-19"), is unknown; •A.M. Best may downgrade or withdraw either of our ratings; •Our results of operations will likely fluctuate from period to period and may not be indicative of our long-term prospects; •Under our investment management structure, we have limited control overSolasglas Investments, LP ("SILP"); •SILP may be concentrated in a few large positions, which could result in large losses; •Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit; •If our losses and loss adjustment expenses greatly exceed our loss reserves, our financial condition may be significantly and negatively affected; •We may face risks from future strategic transactions such as acquisitions, dispositions, mergers, or joint ventures; •The effect of emerging claim and coverage issues on our business is uncertain; •The property and casualty reinsurance market may be affected by cyclical trends; •The loss of key executives could adversely impact our ability to implement our business strategy; and •Currency fluctuations could result in exchange rate losses and negatively impact our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only to the dates they were made. We intend to communicate certain events that we believe may have a material adverse impact on our operations or financial position, including property and casualty catastrophic events and material losses in our investment portfolio, in a timely manner through a public announcement. Other than as required by the Exchange Act, we do not intend to make public announcements regarding reinsurance or investment events that we do not believe, based on management's estimates and current information, will have a material adverse impact on our operations or financial position. 25
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General
We are a global specialty property and casualty reinsurer headquartered in theCayman Islands , with a reinsurance 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. We focus on delivering risk solutions to clients and brokers who value our expertise, analytics, and customer service offerings. We aim to complement our 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. Our investment portfolio is managed according to a value-oriented philosophy, in which our investment advisor takes long positions in perceived undervalued securities and short positions in perceived overvalued securities. In 2018, we launched our Greenlight Re Innovations unit, which supports technology innovators in the (re)insurance market by providing investment, risk capacity, and access to a broad insurance network. Because we seek to capitalize on favorable market conditions and opportunities, period-to-period comparisons of our underwriting results may not be meaningful. Also, our historical investment results are not necessarily indicative of future performance. Due to the nature of our reinsurance and investment strategies, our operating results will likely fluctuate from period to period.
The Company's subsidiaries hold an A.M. Best Financial Strength Rating of A-
(Excellent) with a stable outlook.
Critical Accounting Policies and Estimates
Our condensed consolidated 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 I. Item IA. - Risk Factors" included in our Form 10-K for the fiscal year endedDecember 31, 2020 , as filed with theSEC onMarch 10, 2021 , cause actual events or results to differ materially from our underlying assumptions or estimates, there could be a material adverse effect on our results of operations, financial condition or liquidity. "Part II. Item 7. - Management's Discussion and Analysis of Financial Condition and Results on Operations" included in our annual report on Form 10-K for the fiscal year endedDecember 31, 2020 , describes our critical accounting policies and estimates. The most significant estimates relate to premium revenues and risk transfer, loss and loss adjustment expense reserves, investment impairments, allowances for credit losses, bonus accruals, and share-based compensation.
Recently issued and adopted accounting standards and their impact on the
Company, if any, are presented under "Recent Accounting Pronouncements"
in Note 2 to the condensed consolidated financial statements.
Segments
We have one operating segment, Property & Casualty reinsurance, and we analyze
our business based on the following categories:
? Property
? Casualty
? Other
Property business covers automobile physical damage, personal lines, and
commercial lines exposures. Property business includes both catastrophe and
non-catastrophe coverage. We expect catastrophe business to make up a small
proportion of our property business.
Casualty business covers general liability, motor liability, professional
liability, and workers' compensation exposures. The Company's multi-line
business relates predominantly to casualty reinsurance, and as such, the Company
includes all multi-line business within the casualty category. Casualty business
generally has losses reported and paid over a longer period than property
business. We categorize Lloyd's syndicate contracts, which incorporate
incidental catastrophe exposure, as multi-line (and therefore casualty)
business.
Other business covers accident and health, financial lines (including
transactional liability, mortgage insurance, surety, and trade credit), marine,
energy, and to a lesser extent, other specialty business such as aviation, crop,
cyber, political, and terrorism exposures.
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Return to table of contents Outlook and Trends During the first nine months of 2021, we saw improved rates in most of the classes of business we wrote which enabled us to selectively expand our specialty book while taking advantage of improved rates. Our in-force portfolio reflects increased diversification across the classes of business we write and a lower concentration risk to individual counterparties than at any time in our history. In the third quarter of 2021, the reinsurance industry was challenged by an unusually high incidence of large losses. Our adjusted combined ratio, which excludes the impact of such catastrophes, has reduced steadily over the past few quarters, reflecting improvements in our underwriting quality and the overall rating environment. Looking forward to 2022, it is not clear to us how the reinsurance market will respond to another year of significant property-catastrophe losses. Our current expectation is that structural problems within the "pure catastrophe" class will limit premium rate increases. However, we do expect that the recent property catastrophe losses will help support and extend the generally favorable market conditions in most other classes. We expect that the continued low interest rate environment will further support overall pricing conditions. We continue to be encouraged by our Innovations unit, whose central objective is enhancing our underwriting product and quality of return by establishing a range of strategic partnerships. Year to date, Innovations business represents approximately 6% of our total written premium, and we see the potential for significant growth from Innovations-derived underwriting opportunities going forward.
Key Financial Measures and Non-GAAP Measures
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. We calculate basic book value per share based on ending shareholders' equity and aggregate of Class A and ClassB Ordinary shares issued and outstanding, as well as all unvested restricted shares. Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options and RSUs issued and outstanding as of any period end. Fully diluted book value per share also includes the dilutive effect, if any, of ordinary shares to be issued upon conversion of the convertible notes.
Our primary financial goal is to increase fully diluted book value per share
over the long term.
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The following table presents the basis and fully diluted book value per share
for the recent periods:
September 30, December 31, September 30,
2021 June 30, 2021 March 31, 2021 2020 2020
($ 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) $ 450,514
Denominator for basic and fully diluted book value per
share: (1)
Ordinary shares issued and outstanding (denominator
for basic book value per share)
33,844,446 34,171,068 34,850,528 34,514,790
35,368,417
Add: In-the-money stock options and RSUs issued and
outstanding
154,134 154,134 154,134 116,722
116,722
Denominator for fully diluted book value per share 33,998,580
34,325,202 35,004,662 34,631,512 35,485,139 Basic book value per share$ 13.31 $ 13.66 $ 13.55 $ 13.47 $ 12.07 Increase (decrease) in basic book value per share ($)$ (0.35) $ 0.11 $ 0.08$ 1.40 $ 0.22 Increase (decrease) in basic book value per share (%) (2.6) % 0.8 % 0.6 % 11.6 %
1.9 %
Fully diluted book value per share$ 13.25
Increase (decrease) in fully diluted book value per
share ($)
$ (0.35) $ 0.11 $ 0.07$ 1.39 $ 0.22 Increase (decrease) in fully diluted book value per share (%) (2.6) % 0.8 % 0.5 % 11.6 % 1.9 % (1) All unvested restricted shares, including those with performance conditions, are included in the "basic" and "fully diluted" denominators. AtSeptember 30, 2021 , the number of unvested restricted shares with performance conditions was 193,149 (atJune 30, 2021 : 193,149,March 31, 2021 : 193,149,December 31, 2020 : 193,149,September 30, 2020 : 429,444). Management also uses certain key financial measures, some of which are not prescribed underU.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 inSEC 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 underU.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 allow for a more thorough understanding of the Company's business. Non-GAAP financial measures should not be viewed as a substitute for those determined underU.S. GAAP. The key non-GAAP financial measures used in this report are: •Adjusted combined ratio; and •Net underwriting income (loss).
These non-GAAP measures are described below.
Adjusted combined ratio
"Combined ratio" is a commonly used measure in the property and casualty insurance industry and is calculated usingU.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. 28
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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 September 30 Nine months ended September 30
2021 2020 2021 2020
Combined ratio 109.3 % 100.4 % 102.4 % 100.1 %
Impact on combined ratio of
selected items:
Prior-year development (0.1) % (0.2) % 0.8 % 1.4 %
Catastrophes (current year) 19.1 % 7.0 % 7.9 % 2.4 %
Other adjustments - % - % 0.7 % 1.8 %
Adjusted combined ratio 90.3 % 93.6 % 93.0 % 94.5 %
•For the three and nine months ended September 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 nine months ended September
30, 2021 , interest income and expense on deposit-accounted contracts due to
changes in the associated estimated ultimate cash flows and, for the nine months
ended September 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 underU.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, foreign exchange gains or losses, 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 forU.S. GAAP net income before income taxes. 29
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The reconciliations of net underwriting income (loss) to income (loss) before income taxes (the most directly comparableU.S. GAAP financial measure) on a consolidated basis are shown below: Three months ended September 30 Nine months ended September 30 2021 2020 2021 2020 ($ in
thousands)
Income (loss) before income tax
$ (2,993)$ (37,726) Add (subtract): Total investment (income) loss (4,089) (6,897) (24,803) 22,849 Other non-underwriting (income) expense 342 (257) 1,076 (6) Corporate expenses 3,444 2,972 12,030 9,711 Interest expense 1,578 1,579 4,684 4,702
Net underwriting income (loss)
$ (10,006) $ (470) 30
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Results of Operations
The table below summarizes our operating results for the three and nine months
ended
Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
(in thousands, except percentages)
Underwriting revenue
Gross premiums written $ 128,735 $ 135,596 $ 440,249 $ 362,072
Gross premiums ceded (60) (1,464) (6) (2,274)
Net premiums written 128,675 134,132 440,243 359,798
Change in net unearned premium reserves 6,849 (18,613) (36,844) (24,844)
Net premiums earned $ 135,524 $ 115,519 $ 403,399 $ 334,954
Underwriting related expenses
Net loss and loss adjustment expenses
incurred
Current year $ 111,052 $ 88,334 $ 296,333 $ 247,559
Prior year * (652) (281) (1,255) 5,385
Net loss and loss adjustment expenses
incurred 110,400 88,053 295,078 252,944
Acquisition costs 35,048 27,018 106,060 76,660
Underwriting expenses 2,616 2,180 9,310 8,384
Deposit accounting and other reinsurance
expense (income) 38 (1,312) 2,957 (2,564)
Net underwriting income (loss) $ (12,578)
Income (loss) from investment in related party investment fund$ (6,214)
Net investment income (loss)
10,303 466 28,999 11,237 Total investment income (loss) $ 4,089$ 6,897 $ 24,803 $ (22,849) Net underwriting and investment income (loss)$ (8,489) $ 6,477 $ 14,797 $ (23,319) Corporate expenses $ 3,444$ 2,972 $ 12,030 $ 9,711 Other (income) expense, net 342 (257) 1,076 (6) Interest expense 1,578 1,579 4,684 4,702 Income tax expense (benefit) - - 3,733 424 Net income (loss)$ (13,853)
Earnings (loss) per share Basic $ (0.42)$ 0.06 $ (0.20) $ (1.07) Diluted $ (0.42)$ 0.06 $ (0.20) $ (1.07) Underwriting ratios Loss ratio - current year 81.9 % 76.5 % 73.5 % 73.9 % Loss ratio - prior year (0.4) % (0.3) % (0.4) % 1.6 % Loss ratio 81.5 % 76.2 % 73.1 % 75.5 % Acquisition cost ratio 25.9 % 23.4 % 26.3 % 22.9 % Composite ratio 107.4 % 99.6 % 99.4 % 98.4 % Underwriting expense ratio 1.9 % 0.8 % 3.0 % 1.7 % Combined ratio 109.3 % 100.4 % 102.4 % 100.1 % 31
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* The net financial impacts associated with changes in the estimate of losses incurred in prior years, which incorporate earned reinstatement premiums assumed and ceded, and adjustments to assumed and ceded acquisition costs, were a gain of$0.2 million and$0.2 million for the three months endedSeptember 30, 2021 , and 2020, respectively, and a loss of$3.2 million and$4.8 million , for the nine months endedSeptember 30, 2021 , and 2020, respectively.
Three months ended
For the three months endedSeptember 30, 2021 , the fully diluted book value per share decreased by$0.35 per share, or 2.6%, to$13.25 per share from$13.60 per share atJune 30, 2021 . For the three months endedSeptember 30, 2021 , the basic book value per share decreased by$0.35 per share, or 2.6%, to$13.31 per share from$13.66 per share atJune 30, 2021 .
For the three months ended
compared to net income of
The developments that most significantly affected our financial performance
during the three months ended
2020 period, are summarized below:
•Underwriting: The underwriting loss for the three months endedSeptember 30, 2021 , was$12.6 million . This underwriting loss included catastrophe losses of$25.9 million , principally from Hurricane Ida, the European floods and hailstorms, and South African riots. By comparison, the equivalent period in 2020 reported an underwriting loss of$0.4 million . Natural catastrophe losses from hurricanes Laura, Isaias and Sally, the Midwest derecho storm, and North American wildfires, in aggregate contributed$8.1 million to the underwriting loss during the third quarter of 2020. Our overall combined ratio was 109.3% for the three months endedSeptember 30, 2021 , compared to 100.4% during the equivalent 2020 period. The net impact of catastrophe losses contributed 19.1% to the combined ratio for three months endedSeptember 30, 2021 . •Investments: Our total investment income for the three months endedSeptember 30, 2021 , was$4.1 million compared to total investment income of$6.9 million reported for the same period in 2020. Our investment in SILP reported a loss of$6.2 million during the three months endedSeptember 30, 2021 , compared to a gain of$6.4 million during the equivalent period in 2020. Other investment income totaled$10.3 million and$0.5 million during the three months endedSeptember 30, 2021 , and 2020, respectively. The investment income recognized during the third quarter of 2021 was driven primarily by gains in our Innovations portfolio.
Nine months ended
For the nine months endedSeptember 30, 2021 , fully diluted book value per share decreased by$0.17 per share, or 1.3%, to$13.25 per share from$13.42 per share atDecember 31, 2020 . For the nine months endedSeptember 30, 2021 , basic book value per share decreased by$0.16 per share, or 1.2%, to$13.31 per share from$13.47 per share atDecember 31, 2020 .
For the nine months ended
compared to a net loss of
The developments that most significantly affected our financial performance
during the nine months ended
period, are summarized below:
•Underwriting: The underwriting loss for the nine months endedSeptember 30, 2021 , was$10.0 million , driven primarily by Hurricane Ida, winter storm Uri, the European floods and hailstorms, and the South African riots. Losses from deposit-accounted contracts also contributed to the underwriting loss for the nine months endedSeptember 30, 2021 . By comparison, the underwriting loss for the same period in 2020 was$0.5 million . Our overall combined ratio was 102.4% for the nine months endedSeptember 30, 2021 , compared to 100.1% for the same period in 2020. The catastrophe events contributed 7.9% to the combined ratio for the nine months endedSeptember 30, 2021 . •Investments: Our total investment income for the nine months endedSeptember 30, 2021 , was$24.8 million compared to a total investment loss of$22.8 million incurred during the equivalent 2020 period. The investment 32
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income for the nine months endedSeptember 30, 2021 , was due primarily to a gain realized on the sale of our investment in AccuRisk and the third-quarter Innovations gains noted earlier. For the nine months endedSeptember 30, 2021 , our investment in SILP reported a loss of$4.2 million . The investment loss during the equivalent 2020 period was driven by$34.1 million of losses from our investment in SILP, partially offset by other investment income of$11.2 million .
Underwriting results
We analyze our business based on three categories: "property," "casualty," and
"other."
Gross Premiums Written
Details of gross premiums written are provided in the following table:
Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
($ in thousands) ($ in thousands)
Property $ 13,132 10.2 % $ 17,178 12.7 % $ 44,555 10.1 % $ 44,888 12.4 %
Casualty 84,631 65.7 92,778 68.4 300,939 68.4 229,135 63.3
Other 30,972 24.1 25,640 18.9 94,755 21.5 88,049 24.3
Total $ 128,735 100.0 % $ 135,596 100.0 % $ 440,249 100.0 % $ 362,072 100.0 %
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.
For the three months ended
decreased by
primary drivers for this change are the following:
Gross Premiums Written
Three months ended September 30, 2021
Increase (decrease) % change Explanation
($ in millions)
Property $(4.0) (23.6)%
The decrease in property gross premiums written during
the three months ended September 30, 2021, over the
comparable 2020 period was primarily related to motor
contracts on which we elected to reduce or not renew our
participation. As part of our strategy to reduce our
exposure to motor business, effective July 1, 2021, we
did not renew a quota share motor contract and decreased
our share on another motor contract.
Casualty $(8.1) (8.8)% The decrease in casualty gross premiums written during
the three months ended September 30, 2021, over the
comparable 2020 period was due primarily to motor
contracts as described above. To a lesser extent, the
decrease is also related to certain workers'
compensation contracts we elected not to renew during
2021. The decrease was partially offset by an increase
in multi-line contracts driven primarily by Lloyd's
syndicate business written during 2021.
Other $5.3 20.8% The increase in "other" gross premiums written during
the three months ended September 30, 2021 over the
comparable 2020 period was primarily related to
financial lines driven by growth in transactional
liability business. The increase was partially offset by
a decrease in premiums relating to health contracts.
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For the nine months ended
increased by
The primary drivers of this change are the following:
Gross Premiums Written
Nine months ended September 30, 2021
Increase (decrease) % change Explanation
($ in millions)
Property $(0.3) (0.7)%
The personal and commercial property premiums remained
steady during the nine months ended September 30, 2021,
over the comparable 2020 period.
Casualty $71.8 31.3% The increase in casualty gross premiums written during
the first nine months of 2021 over the comparable 2020
period was due primarily to an increase in Lloyd's
syndicate multi-line quota share contracts written
during 2021. We also experienced an increase in general
liability business. These increases were partially
offset by decreases in workers' compensation business
resulting from a contract we did not renew in 2021.
Other $6.7 7.6% The increase in "other" gross premiums written during
the first nine months of 2021 over the comparable 2020
period was primarily attributable to new contracts and
improved rates relating to financial, marine, energy,
and other specialty lines. A decrease in health and crop
premiums partially offset these increases as we lowered
our participation in these lines during 2021.
Premiums Ceded
For the three and nine months endedSeptember 30, 2021 , premiums ceded were insignificant compared to$1.5 million and$2.3 million for the three and nine months endedSeptember 30, 2020 , respectively. In general, we use retrocessional coverage to manage our net portfolio exposure, leverage areas of expertise, and improve our strategic position in meeting the needs of clients and brokers.
Net Premiums Written
Details of net premiums written are provided in the following table:
Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
($ in thousands) ($ in thousands)
Property $ 13,132 10.2 % $ 16,845 12.6 % $ 44,594 10.1 % $ 44,465 12.4 %
Casualty 84,632 65.8 91,646 68.3 300,971 68.4 227,453 63.2
Other 30,911 24.0 25,641 19.1 94,678 21.5 87,880 24.4
Total $ 128,675 100.0 % $ 134,132 100.0 % $ 440,243 100.0 % $ 359,798 100.0 %
For the three and nine months ended September 30, 2021 , net premiums written
decreased by $5.5 million , or 4.1%, and increased by $80.4 million , or 22.4%,
respectively, compared to the three and nine months ended September 30, 2020 .
The movement in net premiums written resulted from the changes in gross premiums
written and ceded during the periods.
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Net Premiums Earned
Details of net premiums earned are provided in the following table:
Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
($ in thousands) ($ in thousands)
Property $ 14,744 10.9 % $ 16,045 13.9 % $ 43,660 10.8 % $ 45,111 13.5 %
Casualty 87,960 64.9 77,731 67.3 260,741 64.6 212,203 63.3
Other 32,820 24.2 21,743 18.8 98,998 24.5 77,640 23.2
Total $ 135,524 100.0 % $ 115,519 100.0 % $ 403,399 100.0 % $ 334,954 100.0 %
Net premiums earned are primarily a function of the amount and timing of net
premiums written during the current and prior periods.
Loss and Loss Adjustment Expenses Incurred, Net
Details of net losses incurred are provided in the following table:
Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
($ in thousands) ($ in thousands)
Property $ 15,031 13.6 % $ 14,909 16.9 % $ 33,677 11.4 % $ 34,704 13.7 %
Casualty 70,151 63.5 55,028 62.5 199,636 67.7 151,257 59.8
Other 25,218 22.8 18,116 20.6 61,765 20.9 66,983 26.5
Total $ 110,400 100.0 % $ 88,053 100.0 % $ 295,078 100.0 % $ 252,944 100.0 %
The below table summarizes the loss ratios for the three and nine months ended
September 30, 2021 and 2020:
Three months ended September 30 Nine months ended September 30
Increase / (decrease) in Increase / (decrease) in
2021 2020 loss ratio points 2021 2020 loss ratio points
Property 101.9 % 92.9 % 9.0 77.1 % 76.9 % 0.2
Casualty 79.8 % 70.8 % 9.0 76.6 % 71.3 % 5.3
Other 76.8 % 83.3 % (6.5) 62.4 % 86.3 % (23.9)
Total 81.5 % 76.2 % 5.3 73.1 % 75.5 % (2.4)
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The changes in net losses incurred for the three months endedSeptember 30, 2021 , as compared to the equivalent 2020 period, were attributable to the following: Net Losses Incurred Three months ended September 30, 2021 Increase (decrease) Increase / ($ in millions) (decrease) in loss Explanation ratio points Property$0.1 9.0
The property losses incurred during the three months
ended September 30, 2021, included approximately $7.3
million of estimated losses relating to the 2021
European floods and hailstorms and Hurricane Ida. The
comparable 2020 period included losses from
hurricanes Isaias, Laura, and Sally, the Midwest
derecho storm, and the North American wildfires.
Despite the small increase in losses incurred during
the three months ended September 30, 2021, the
property loss ratio increased 9.0 percentage points
due to lower earned premiums on property contracts
during the third quarter of 2021.
Casualty $15.1 9.0 The increase in losses incurred during the three
months ended September 30, 2021, over the comparable
2020 period was due primarily to:
•losses relating to Hurricane Ida;
•increased workers' compensation and Lloyd's
syndicate losses due to increased exposure in these
lines of business; and
•favorable loss development recorded in the
comparable 2020 period on professional liability
contracts.
The casualty loss ratio increased 9.0 percentage
points during the three months ended September 30,
2021 over the comparable 2020 period due to (i)
losses from Hurricane Ida and (ii) favorable loss
development recognized in the comparable 2020 period.
Other
$7.1 (6.5) The increase in "other" losses incurred during the three months ended September 30, 2021, over the comparable 2020 period was due primarily to: •losses on marine and energy contracts relating to Hurricane Ida; and •losses on certain terrorism contracts relating to the South African riots. Despite the increase in losses incurred during the three months ended September 30, 2021, the property loss ratio decreased 6.5 percentage points due to higher earned premiums on other contracts during the third quarter of 2021. 36
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The changes in net losses incurred and loss ratios during the nine months ended
Net Losses Incurred
Nine months ended September 30, 2021
Increase Increase /
(decrease) (decrease) in loss Explanation
($ in millions) ratio points
Property $(1.0) 0.2
The decrease in property losses incurred during the
first nine months of 2021, over the comparable 2020
period, was due primarily to favorable development on
prior catastrophe events. The decrease was partially
offset by losses relating to the winter storm Uri,
Hurricane Ida, and the 2021 European floods and
hailstorms.
During the first nine months of 2021, the property loss
ratio increased 0.2 percentage points due to the
decrease in earned premiums, which outweighed the
impact of the reduction in property losses incurred.
Casualty
$48.4 5.3
The increase in casualty losses incurred during the
first nine months of 2021, over the comparable 2020
period, was due primarily to:
•losses from the winter storm Uri and Hurricane Ida on
certain multi-line contracts; and
•increased workers' compensation and Lloyd's syndicate
losses due to increased exposure in these lines of
business.
During the first nine months of 2021, the casualty loss
ratio increased 5.3 percentage points over the
comparable 2020 period for reasons consistent with
those driving the increase in losses incurred noted
above.
Other$(5.2) (23.9)
The decrease in other losses incurred during the first
nine months of 2021, over the comparable 2020 period,
was due primarily to:
•favorable development on a mortgage contract relating
to the COVID-19 pandemic losses; and
•the prior period included losses relating to the
COVID-19 pandemic.
The decrease in losses incurred was partially offset by
increases related primarily to:
•losses on marine and energy contracts relating to
Hurricane Ida;
•losses relating to the South African riots on certain
terrorism contracts;
•a satellite loss occurring during 2021; and
•an increase in the volume of marine, energy, and other
specialty business.
The reasons for the 23.9 percentage point decrease in
the "other" loss ratio are consistent with those
driving the reduction in losses incurred.
See Note 5 of the accompanying condensed consolidated financial statements for
additional discussion of our reserving techniques and prior period development
of net claims and claim expenses.
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Acquisition Costs, Net
Details of acquisition costs are provided in the following table:
Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
($ in thousands) ($ in thousands)
Property $ 3,178 9.1 % $ 3,329 12.3 % $ 9,260 8.7 % $ 9,191 12.0 %
Casualty 22,942 65.5 20,418 75.6 67,499 63.6 58,106 75.8
Other 8,928 25.5 3,271 12.1 29,301 27.6 9,363 12.2
Total $ 35,048 100.0 % $ 27,018 100.0 % $ 106,060 100.0 % $ 76,660 100.0 %
The acquisition cost ratios for the nine months ended September 30, 2021 and
2020, were as follows:
Three months ended September 30 Nine months ended September 30
Increase / Increase /
2021 2020 (decrease) 2021 2020 (decrease)
Property 21.6 % 20.7 % 0.9 % 21.2 % 20.4 % 0.8 %
Casualty 26.1 % 26.3 % (0.2) % 25.9 % 27.4 % (1.5) %
Other 27.2 % 15.0 % 12.2 % 29.6 % 12.1 % 17.5 %
Total 25.9 % 23.4 % 2.5 % 26.3 % 22.9 % 3.4 %
The changes in the acquisition cost ratios for the three months ended September
30, 2021 , compared to the equivalent period in 2020, were attributable to the
following:
Change in Acquisition Cost Ratios
Three months ended September 30, 2021
Increase / (decrease) in
acquisition cost ratio Explanation
points
Property 0.9 There was no
significant change in the property acquisition
cost ratio during
the three months ended
over the comparable 2020 period.
Casualty (0.2) The decrease in
the casualty acquisition cost ratio during the
three months
ended
2020 period was
due primarily to lower ceding commissions on
certain quota
share workers' compensation contracts relative
to other casualty
contracts.
The decrease in
casualty acquisition cost ratio was partially
offset by higher commissions relating to multi-line contracts.
Other 12.2 The increase in
the "other" acquisition cost ratio during the
three months
ended
2020 period was
due to the reversal in 2020 of profit
commissions on
mortgage contracts as a result of COVID-19
losses.
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The changes in the acquisition cost ratios during the nine months endedSeptember 30, 2021 , compared to the equivalent period in 2020, were attributable to the following: Change in Acquisition Cost Ratios Nine months ended September 30, 2021 Increase / (decrease) in acquisition cost ratio Explanation points Property 0.8 There was no
significant change in the property acquisition cost
ratio during the
first nine months of 2021 over the comparable
2020 period.
Casualty (1.5) The casualty
acquisition cost ratio decreased during the first
nine months of
2021 over the comparable 2020 period due
primarily to lower
ceding commissions on certain quota share
workers'
compensation contracts relative to other casualty
contracts.
Other 17.5 The increase in
the "other" acquisition cost ratio during the
first nine months
of 2021 over the comparable 2020 period is
related to profit
commission adjustments on mortgage contracts.
The increase was
partially offset by a shift in the business mix
towards
non-proportional specialty business during the first
nine months of
2021. This business incorporates relatively lower
commission rates
as compared to proportional health and
financial lines business.
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The following table provides our underwriting ratios by line of business:
Three months ended September 30 Three months ended September 30
2021 2020
Property Casualty Other Total Property Casualty Other Total
Loss ratio 101.9 % 79.8 % 76.8 % 81.5 % 92.9 % 70.8 % 83.3 % 76.2 %
Acquisition cost ratio 21.6 26.1 27.2 25.9 20.7 26.3 15.0 23.4
Composite ratio 123.5 % 105.9 % 104.0 % 107.4 % 113.6 % 97.1 % 98.3 % 99.6 %
Underwriting expense ratio 1.9 0.8
Combined ratio 109.3 % 100.4 %
Nine months ended September 30 Nine months ended September 30
2021 2020
Property Casualty Other Total Property Casualty Other Total
Loss ratio 77.1 % 76.6 % 62.4 % 73.1 % 76.9 % 71.3 % 86.3 % 75.5 %
Acquisition cost ratio 21.2 25.9 29.6 26.3 20.4 27.4 12.1 22.9
Composite ratio 98.3 % 102.5 % 92.0 % 99.4 % 97.3 % 98.7 % 98.4 % 98.4 %
Underwriting expense ratio 3.0 1.7
Combined ratio 102.4 % 100.1 %
The underwriting expense ratio for the nine months ended September 30, 2021 ,
compared to the equivalent 2020 period, included 0.7 percentage points relating
to interest expense on deposit-accounted contracts based on revised expectations
of ultimate cash flows.
General and Administrative Expenses
Details of general and administrative expenses are provided in the following
table:
Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
($ in thousands) ($ in thousands)
Underwriting expenses $ 2,616 $
2,180 $ 9,310
Corporate expenses
3,444 2,972 12,030 9,711 General and administrative expenses $ 6,060 $
5,152 $ 21,340
For the three months endedSeptember 30, 2021 , general and administrative expenses increased by$0.9 million , or 17.6%, compared to the equivalent 2020 period. The increase was due primarily to higher expenses relating to (i) our Innovations unit, (ii) legal and other professional fees, and (iii) information systems and technology, compared to the same period in 2020. For the nine months endedSeptember 30, 2021 , general and administrative expenses increased by$3.2 million , or 17.9%, compared to the equivalent 2020 period. The increase was due primarily to higher expenses relating to (i) our Innovations unit, (ii) directors' and officers' insurance premiums, (iii) personnel costs, and (iv) information system and technology. The increase was partially offset by lower legal and other professional fees. 40
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For the nine months ended
administrative expenses included
expenses related to stock compensation granted to employees and directors.
Total Investment Income (Loss)
Total investment income (loss) incorporates (i) changes in the net asset value of our investment in SILP managed byDME Advisors , (ii) interest income earned on the restricted cash and cash equivalents pledged as collateral to our clients, and (iii) gains (or losses) and interest on our portfolio of strategic and Innovations investments, notes receivable and investments accounted for under the equity method. We expect our total investment income, including any change in the net asset value of our investment in SILP, to fluctuate from period to period.
A summary of our total investment income (loss) is as follows:
Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
($ in thousands)
Realized gains (losses) $ -
$ -
Change in unrealized gains and losses
9,637 40 14,860 18,884 Investment-related foreign exchange gains (losses) (15) 44 (14) (110) Interest and dividend income, net of withholding taxes 691 1,021 175 7,351 Interest, dividend and other expenses (10) (719) (232) (757) Income (loss) from equity method investment - 80 - 869 Net investment-related income (loss)$ 10,303
Income (loss) from investments in related
party investment fund
$ (6,214)
Total investment income (loss)
$ 4,089
The caption "Income (loss) from investment in related party investment fund" in the above table is net of management fees paid by SILP toDME Advisors and performance compensation, if any, allocated from the Company's investment in SILP toDME II . No performance compensation is allocated in periods of loss reported by SILP. For detailed breakdowns of management fees and performance compensation for the three and nine months endedSeptember 30, 2021 and 2020, please refer to Note 3 of the condensed consolidated financial statements. For the three months endedSeptember 30, 2021 , the Investment Portfolio managed byDME Advisors reported a loss of 2.7%, compared to a gain of 1.4% for the three months endedSeptember 30, 2020 . SILP's long portfolio lost 3.5%, while the short portfolio gained 1.1% during the three months endedSeptember 30, 2021 . For the three months endedSeptember 30, 2021 , the significant contributors to SILP's investment return were a long position in Atlas Air Worldwide (AAWW) and various short positions. The largest detractors were long positions in The Chemours Company (CC) and Green Brick Partners (GRBK). For the nine months endedSeptember 30, 2021 , the Investment Portfolio managed byDME Advisors reported a loss of 2.2% on the Investment Portfolio managed byDME Advisors , compared to a loss of 6.5% for the nine months endedSeptember 30, 2020 . The long portfolio gained 12.3%, while the short portfolio and macro positions lost 7.9% and 5.2%, respectively, during the nine months endedSeptember 30, 2021 . For the nine months endedSeptember 30, 2021 , the most significant contributors to SILP's investment return were long positions in Brighthouse Financial (BHF), CONSOL Energy (CEIX), and AAWW. During the nine months endedSeptember 30, 2021 , the most significant detractors were GRBK and various short positions. For the three and nine months endedSeptember 30, 2021 , the decrease in interest income compared to the equivalent period in 2020 resulted primarily from lower interest rates offered by financial institutions on the restricted cash and cash equivalents we have pledged as collateral to our clients. During the nine months endedSeptember 30, 2021 , we recorded a realized gain of$14.2 million (pre-tax) relating to the sale of our investment in AccuRisk. Additionally, during the three and nine months endedSeptember 30, 2021 , we recorded a net unrealized gain of$9.6 million and$14.9 million , respectively, on our portfolio of Innovations related investments. 41
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During the equivalent period in 2020, we wrote off a valuation allowance
previously recorded on certain notes receivable. The write-off represented a
realized loss, which was fully offset by a reduction in unrealized losses.
For the three months endedSeptember 30, 2021 , and 2020, and for the nine months endedSeptember 30, 2021 , and 2020, the gross investment return (loss) on our investments managed byDME Advisors (excluding investment advisor performance allocation) was composed of the following: Three months ended September 30 Nine months ended September 30 2021 2020 2021 2020 Long portfolio gains (losses) (3.5) % 3.2 % 12.3 % 0.9 % Short portfolio gains (losses) 1.1 (1.9) (7.9) (7.7) Macro gains (losses) - 0.3 (5.2) 0.7 Other income and expenses 1 (0.4) (0.2) (1.4) (0.4) Gross investment return (2.8) % 1.4 % (2.2) % (6.5) % Net investment return 1 (2.7) % 1.4 % (2.2) % (6.5) %
1 "Other income and expenses" excludes performance compensation but includes
management fees. "Net investment return" incorporates both of these amounts.
EffectiveJanuary 1, 2021 , the Investment Portfolio is calculated based on 50% of GLRE Surplus, or the shareholders' equity of the Company, as reported in the then most recent quarterlyU.S. GAAP financial statements. It is adjusted monthly for our share of the net profits and net losses reported by SILP during any intervening period. Prior toJanuary 1, 2021 , the Investment Portfolio was calculated based on several factors, including our share of SILP's net asset value and our posted collateral and net reserves.
Each month, we post on our website (www.greenlightre.com) the returns from our
investment in SILP.
Income Taxes
We are not obligated to pay taxes in the
capital gains. The Governor-In-Cabinet has granted us an exemption from any
income taxes that may be imposed in the
expiring on
GRIL is incorporated inIreland and is subject to the Irish corporation tax. We expect GRIL to be taxed at 12.5% on its taxable trading income and 25% on its non-trading income, if any. Verdant is incorporated inDelaware and is subject to taxes under theU.S. federal rates and regulations prescribed by the Internal Revenue Service. We expect Verdant's future taxable income to be taxed at 21%. For the nine months endedSeptember 30, 2021 , the income tax expense of$3.7 million was due primarily to the gain on the sale of our investment in AccuRisk. AtSeptember 30, 2021 , we have included a gross deferred tax asset of$4.0 million (December 31, 2020 :$3.5 million ) in the caption "Other assets" in the Company's condensed consolidated balance sheets. AtSeptember 30, 2021 , a valuation allowance of$3.5 million (December 31, 2020 :$3.0 million ) partially offset this gross deferred tax asset. We have concluded that it is more likely than not that the Company will fully realize the recorded deferred tax asset (net of the valuation allowance) in the future. We have based this conclusion on the expected timing of the reversal of the temporary differences and the likelihood of generating sufficient taxable income to realize the future tax benefit. We have not taken any other tax positions that we believe are subject to uncertainty or reasonably likely to have a material impact on the Company. 42
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Financial Condition
Total investments
The total investments reported in the condensed consolidated balance sheets atSeptember 30, 2021 , was$222.7 million , compared to$196.2 million atDecember 31, 2020 , an increase of$26.5 million , or 13.5%. The increase was primarily related to net contributions into SILP from the collateral released by our ceding insurers. New Innovation investments and income from the Innovation investments also contributed to the increase, which was partially offset by losses from our investment in SILP. AtSeptember 30, 2021 , 92.5% of SILP's investments were valued based on quoted prices in actively traded markets (Level 1), 4.3% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and 0.7% was composed of instruments valued based on non-observable inputs (Level 3). AtSeptember 30, 2021 , 2.5% of SILP's investments consisted of private equity funds valued using the funds' net asset values as a practical expedient.
Restricted cash and cash equivalents
We use our restricted cash and cash equivalents for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash decreased by$52.8 million , or 7.1%, from$745.4 million atDecember 31, 2020 , to$692.5 million , atSeptember 30, 2021 , primarily due to collateral released by our ceding insurers.
Reinsurance balances receivable
During the nine months endedSeptember 30, 2021 , reinsurance balances receivable increased by$50.2 million , or 15.2%, to$380.4 million from$330.2 million atDecember 31, 2020 . This increase was related primarily to increases in funds withheld on reinsurance contracts with Lloyd's syndicates. A decrease in premiums receivable partially offset the increase during the nine months endedSeptember 30, 2021 .
Loss and Loss Adjustment Expense Reserves; Loss and Loss Adjustment Expenses
Recoverable
The COVID-19 pandemic is unprecedented, and we do not have previous loss
experience on which to base our estimates for the associated loss and loss
adjustment expense reserves. See Note 5 of the accompanying condensed
consolidated financial statements for assumptions used in our loss estimates
relating to the COVID-19 pandemic.
Reserves for loss and loss adjustment expenses were composed of the following:
September 30, 2021 December 31, 2020
Case Case
Reserves IBNR Total Reserves IBNR Total
($ in thousands)
Property $ 23,058 $ 46,873 $ 69,931 $ 25,833 $ 45,680 $ 71,513
Casualty 153,295 222,995 376,290 138,432 206,152 344,584
Other 14,798 79,760 94,558 12,540 65,542 78,082
Total $ 191,151 $ 349,628 $ 540,779 $ 176,805 $ 317,374 $ 494,179
During the nine months ended September 30, 2021 , the total gross loss and loss
adjustment expense reserves increased by $46.6 million , or 9.4%, to $540.8
million from $494.2 million at December 31, 2020 . See Note 5 of the accompanying
condensed consolidated financial statements for a summary of changes in
outstanding loss and loss adjustment expense reserves and a description of prior
period loss developments.
During the nine months ended September 30, 2021 , the total loss and loss
adjustment expenses recoverable decreased by $3.8 million , or 22.4%, to $13.1
million from $16.9 million at December 31, 2020 . See Note 6 of the accompanying
condensed consolidated financial statements for a description of the credit risk
associated with our retrocessionaires.
For most of the contracts we write, defined limits of liability limit our risk
exposure. Once each contract's limit of liability has been reached, we have no
further exposure to additional losses from that contract. However, certain
contracts, particularly quota share contracts covering first-dollar exposure,
may not contain aggregate limits.
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Our property business, and to a lesser extent our casualty and other business, incorporate contracts that contain natural peril loss exposure. We estimate catastrophe loss exposure in terms of our PML. We anticipate that our PML will vary from period to period depending upon the modeled simulated losses and the composition of our in-force book of business. We describe projected severity levels in terms of a 1-in-250 year return period. The 1-in-250 year return period PML means that we believe there is a 0.4% chance in any given year that an occurrence of a natural catastrophe will lead to losses exceeding the stated estimate. In other words, it corresponds to a 99.6% probability that the loss from an event will fall below the indicated PML. PMLs are estimates. As a result, we cannot provide assurance that any actual event will align with the modeled event or that actual losses from events similar to the modeled events will not vary materially from the modeled event PML. Our PML estimate incorporates all significant exposure from our reinsurance operations, including coverage for property, marine and energy, motor, and catastrophe workers' compensation. AtOctober 1, 2021 , our estimated PML exposure (net of retrocession and reinstatement premiums) at a 1-in-250 year return period for a single event and in aggregate was$84.5 million and$107.3 million , respectively. The following table provides the PML for single event loss exposure and aggregate loss exposure to natural peril losses for each of the peak zones atOctober 1, 2021 : October 1, 2021 1-in-250 year return period Zone Single Event Loss Aggregate Loss ($ in thousands) United States, Canada and the Caribbean$ 84,502 $ 97,574 Europe 45,134 51,491 Japan 45,240 49,105 Rest of the world 53,492 58,751 Maximum 84,502 107,331
Total shareholders' equity
Total equity reported on the condensed consolidated balance sheet decreased by$14.3 million to$450.5 million atSeptember 30, 2021 , compared to$464.9 million atDecember 31, 2020 . The decrease in shareholders' equity during the nine months endedSeptember 30, 2021 , was due to (i) the repurchase of the Class A ordinary shares and (ii) the net loss of$6.7 million reported for the period. For details of other movements in shareholders' equity, see the "Condensed Consolidated Statements of Shareholders' Equity."
Liquidity and Capital Resources
General
Greenlight Capital Re is a holding company with no operations of its own. As a holding company,Greenlight Capital Re has minimal continuing cash needs, most of which are related to the payment of corporate and general administrative expenses and interest expenses. We conduct all our underwriting operations through our wholly-owned reinsurance subsidiaries, Greenlight Re and GRIL, which underwrite property and casualty reinsurance. There are restrictions on Greenlight Re's and GRIL's ability to pay dividends, described in more detail below. It is our current policy to retain earnings to support the growth of our business. We currently do not expect to pay dividends on our ordinary shares. AtSeptember 30, 2021 , Greenlight Re and GRIL were each rated "A- (Excellent)" with a stable outlook byA.M. Best . The ratings reflectA.M. Best's opinion of our reinsurance subsidiaries' financial strength, operating performance, and ability to meet obligations. They are not evaluations directed toward the protection of investors or a recommendation to buy, sell or hold our Class A ordinary shares. IfA.M. Best downgrades our ratings below "A- (Excellent)" or withdraws our rating, we could be severely limited or prevented from writing any new reinsurance contracts, which would significantly and negatively affect our business. OurA.M. Best ratings may be revised or revoked at the sole discretion of the rating agency. 44
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Sources and Uses of Funds
Our sources of funds consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income. We use cash from our operations to pay losses and loss adjustment expenses, profit commissions, interest, and general and administrative expenses. AtSeptember 30, 2021 , all of our investable assets, excluding strategic and Innovations investments and funds required for business operations and capital risk management, are invested byDME Advisors in SILP, subject to our investment guidelines. We can redeem funds from SILP at any time for operational purposes by providing three days' notice to the general partner. AtSeptember 30, 2021 , the majority of SILP's long investments were composed of cash and cash equivalents and publicly traded equity securities, which can be readily liquidated to meet our redemption requests. We record all investment income (loss), including any changes in the net asset value of SILP, and any unrealized gains and losses, in our condensed consolidated statements of operations for each reporting period. For the nine months endedSeptember 30, 2021 and 2020, the net cash used in operating activities was$18.8 million and$44.7 million , respectively. The net cash used in operating activities was primarily used for our underwriting activities and for payment of corporate and general administrative expenses for the nine months endedSeptember 30, 2021 and 2020. Generally, if the premiums collected exceed claim payments within a given period, we generate cash from our underwriting activities. Our underwriting activities represented a net use of cash for the nine months endedSeptember 30, 2021 and 2020, as the losses we paid exceeded the premiums we collected. The cash used in, and generated from, underwriting activities may vary significantly from period to period depending on the underwriting opportunities available and claims submitted to us by our cedents.
For the nine months ended
million
collection of a note receivable from AccuRisk. By comparison, for the same
period in 2020 our investing activities provided cash of
result of net redemptions from SILP.
For the nine months ended
the repurchase of
AtSeptember 30, 2021 , we believe we have sufficient cash flow from operating and investing activities to meet our foreseeable liquidity requirements. We do not expect that the recent catastrophic events, including Hurricane Ida, the European floods and hailstorm, and the COVID-19 pandemic, will materially impact our operational liquidity needs, which will be met by cash, funds generated from underwriting activities, and investment income, including withdrawals from SILP if necessary. AtSeptember 30, 2021 , we expect to fund our operations for the next twelve months from operating and investing cash flow. However, we may explore various financing options, including capital raising alternatives, to fund our business strategy, improve our capital structure, increase surplus, pay claims or make acquisitions. We can provide no assurances regarding the terms of such transactions or that any such transactions will occur. Although GLRE is not subject to any significant legal prohibitions on the payment of dividends, Greenlight Re and GRIL are each subject to regulatory minimum capital requirements and regulatory constraints that affect their ability to pay dividends to us. In addition, any dividend payment would have to be approved by the relevant regulatory authorities prior to payment. AtSeptember 30, 2021 , Greenlight Re and GRIL both exceeded the regulatory minimum capital requirements.
Letters of Credit and Trust Arrangements
AtSeptember 30, 2021 , neither Greenlight Re nor GRIL was licensed or admitted as a reinsurer in any jurisdiction other than theCayman Islands and the European Economic Area, respectively. Many jurisdictions do not permit domestic insurance companies to take credit on their statutory financial statements for loss recoveries or ceded unearned premiums unless appropriate measures are in place for reinsurance obtained from unlicensed or non-admitted insurers. As a result, we anticipate that all of ourU.S. clients and some of our non-U.S. clients will require us to provide collateral through funds withheld, trust arrangements, letters of credit, or a combination thereof. AtSeptember 30, 2021 , we had one letter of credit facility available with an aggregate capacity of$275.0 million (December 31, 2020 :$275.0 million ). See Note 12 of the accompanying condensed consolidated financial statements for details on the letter of credit facility. We provide collateral to cedents in the form of letters of credit and trust arrangements. AtSeptember 30, 2021 , the aggregate amount of collateral provided to cedents under such arrangements was$688.6 million (December 31, 2020 :$743.0 million ). AtSeptember 30, 2021 , the letters of credit and trust accounts were secured by restricted cash and cash equivalents with a total fair value of$692.5 million (December 31, 2020 :$745.4 million ). 45
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The letter of credit facility contains customary events of default and restrictive covenants, including but not limited to limitations on liens on collateral, transactions with affiliates, mergers and sales of assets, as well as solvency and maintenance of certain minimum pledged equity requirements, and restricts issuance of any debt without the consent of the letter of credit provider. Additionally, if an event of default exists, as defined in the letter of credit facility, Greenlight Re would be prohibited from paying dividends to its parent company. The Company was in compliance with all the covenants of this facility atSeptember 30, 2021 .
Capital
Our capital structure currently consists of senior convertible notes and equity issued in two classes of ordinary shares. We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future. Consequently, we do not presently anticipate that we will incur any additional material indebtedness in the ordinary course of our business. 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 filed a Form S-3 registration statement, which expires inJuly 2024 . In addition, as noted above, we may explore various financing alternatives, although there can be no assurance that additional financing will be available on acceptable terms when needed or desired. We did not make any significant commitments for capital expenditures during the nine months endedSeptember 30, 2021 . Our Board of Directors had previously extended the share repurchase plan toJune 30, 2021 , and the authorized repurchase of up to 5.0 million Class A ordinary shares or securities convertible into Class A ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. In addition, the Board of Directors had also authorized the Company to repurchase up to$25.0 million aggregate face amount of the Company's 4.00% Convertible Senior Notes due 2023 (the "Notes") in privately negotiated transactions, in open market repurchases, or pursuant to one or more tender offers. OnMay 4, 2021 , the Board of Directors approved a share repurchase plan effective fromJuly 1, 2021 , untilJune 30, 2022 , authorizing the Company to purchase up to$25.0 million of Class A ordinary shares or securities convertible into Class A ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. The Company is not required to repurchase any of the Class A ordinary shares or the Notes, and the repurchase plans may be modified, suspended, or terminated at the election of our Board of Directors at any time without prior notice. During the nine months endedSeptember 30, 2021 , the Company repurchased 1,079,544 Class A ordinary shares. Under the Company's stock incentive plan, the number of Class A ordinary shares authorized for issuance is 8.0 million shares. AtSeptember 30, 2021 , 3,128,276 Class A ordinary shares were available for future issuance under the Company's stock incentive plan. The Compensation Committee of the Board of Directors administers the stock incentive plan.
Contractual Obligations and Commitments
Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain. As ofSeptember 30, 2021 , we estimate that we will pay the loss and loss adjustment expense reserves as follows: Less than More than 1 year 1-3 years 3-5 years 5 years Total ($ in thousands) Loss and loss adjustment expense reserves (1)$ 264,982 $ 158,448
(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.
Greenlight Re has entered into a lease agreement for office space in theCayman Islands commencing fromJuly 1, 2021 . The lease expires onJune 30, 2026 , unless Greenlight Re exercises its right to renew the lease for another five-year period. The annual lease obligation ranges from$0.5 million to$0.6 million . 46
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The Company has$100.0 million of senior convertible notes payable, which mature onAugust 1, 2023 . The Company is obligated to make semi-annual interest payments of$2.0 million at an interest rate of 4.0% per annum. The Company has received regulatory approval to declare dividends from Greenlight Re to meet the interest payments obligation. Pursuant to the IAA betweenSILP and DME Advisors ,DME Advisors is entitled to a monthly management fee equal to 0.125% (1.5% on an annual basis) of each limited partner's Investment Portfolio, as provided in the SILP LPA. The IAA has an initial term ending onAugust 31, 2023 , subject to automatic extension for successive three-year terms. Pursuant to the SILP LPA,DME II is entitled to a performance allocation equal to 20% of the net profit, calculated per annum, of each limited partner's share of the capital account managed byDME Advisors , subject to a loss carry-forward provision.DME II is not entitled to earn a performance allocation in a year in which SILP incurs a loss. The loss carry-forward provision contained in the SILP LPA allowsDME II to earn reduced performance allocation of 10% of net profits in years subsequent to the year in which the capital accounts of the limited partners incur a loss, until all losses are recouped and an additional amount equal to 150% of the loss is earned. AtSeptember 30, 2021 , we estimate the reduced performance allocation of 10% to continue to be applied until SILP achieves additional investment returns of 197%, at which point the performance allocation will revert to 20%. For detailed breakdowns of management fees and performance compensation for the three and nine months endedSeptember 30, 2021 and 2020, please refer to Note 3 of the condensed consolidated financial statements. The Company has entered into a service agreement withDME Advisors pursuant to whichDME Advisors will provide investor relations services to us for compensation of$5,000 per month plus expenses. The service agreement had an initial term of one year and continues for sequential one-year periods until terminated by us orDME Advisors . Either party may terminate the service agreement for any reason with 30 days prior written notice to the other party.
Our related party transactions are presented in Note 11 to the accompanying
condensed consolidated financial statements.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets, or liabilities which would be considered off-balance sheet arrangements. Other than our investment in SILP (see Note 3 of the accompanying condensed consolidated financial statements), we have not participated in transactions that created relationships with unconsolidated entities or financial partnerships, including VIEs, established to facilitate off-balance sheet arrangements.
Effects of Inflation
Inflation generally affects the cost of claims and claim expenses, as well as asset values in our investment portfolio. Our pricing and reserving models incorporate considerations of the anticipated effects of inflation on our claim costs. However, we cannot predict or estimate the onset, duration, and severity of an inflationary period with precision. This actual effect of inflation may differ significantly from our estimate.
RENAISSANCERE HOLDINGS LTD FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits
TIPTREE INC. – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations
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