x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended September 30, 2014
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from to
|
CAYMAN ISLANDS
|
N/A
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. employer identification no.)
|
65 MARKET STREET
SUITE 1207, CAMANA BAY
P.O. BOX 31110
GRAND CAYMAN
CAYMAN ISLANDS
|
KY1-1205
|
(Address of principal executive offices)
|
(Zip code)
|
Class A Ordinary Shares, $0.10 par value
|
31,086,062
|
Class B Ordinary Shares, $0.10 par value
|
6,254,895
|
(Class)
|
Outstanding as of October 31, 2014
|
|
|
Page
|
|
Condensed Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013
|
|
|
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2014 and 2013 (unaudited)
|
|
|
Condensed Consolidated Statements of Shareholders' Equity for the nine months ended September 30, 2014 and 2013 (unaudited)
|
|
|
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (unaudited)
|
|
|
Notes to the Condensed Consolidated Financial Statements (unaudited)
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
|
(unaudited)
|
|
(audited)
|
||||
Assets
|
|
|
|
||||
Investments
|
|
|
|
||||
Debt instruments, trading, at fair value
|
$
|
23,648
|
|
|
$
|
4,312
|
|
Equity securities, trading, at fair value
|
1,214,510
|
|
|
1,282,156
|
|
||
Other investments, at fair value
|
149,926
|
|
|
107,211
|
|
||
Total investments
|
1,388,084
|
|
|
1,393,679
|
|
||
Cash and cash equivalents
|
8,802
|
|
|
3,722
|
|
||
Restricted cash and cash equivalents
|
1,367,168
|
|
|
1,334,074
|
|
||
Financial contracts receivable, at fair value
|
37,103
|
|
|
104,048
|
|
||
Reinsurance balances receivable
|
165,515
|
|
|
167,340
|
|
||
Loss and loss adjustment expenses recoverable
|
11,214
|
|
|
16,829
|
|
||
Deferred acquisition costs, net
|
38,245
|
|
|
51,797
|
|
||
Unearned premiums ceded
|
5,264
|
|
|
3,173
|
|
||
Notes receivable
|
2,046
|
|
|
16,049
|
|
||
Other assets
|
7,454
|
|
|
4,565
|
|
||
Total assets
|
$
|
3,030,895
|
|
|
$
|
3,095,276
|
|
Liabilities and equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Securities sold, not yet purchased, at fair value
|
$
|
1,113,300
|
|
|
$
|
1,111,690
|
|
Financial contracts payable, at fair value
|
30,133
|
|
|
18,857
|
|
||
Due to prime brokers
|
266,677
|
|
|
314,702
|
|
||
Loss and loss adjustment expense reserves
|
278,504
|
|
|
329,894
|
|
||
Unearned premium reserves
|
133,921
|
|
|
173,057
|
|
||
Reinsurance balances payable
|
43,051
|
|
|
38,789
|
|
||
Funds withheld
|
7,462
|
|
|
10,126
|
|
||
Other liabilities
|
12,234
|
|
|
11,857
|
|
||
Performance compensation payable to related party
|
10,852
|
|
|
—
|
|
||
Total liabilities
|
1,896,134
|
|
|
2,008,972
|
|
||
Equity
|
|
|
|
||||
Preferred share capital (par value $0.10; authorized, 50,000,000; none issued)
|
—
|
|
|
—
|
|
||
Ordinary share capital (Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 31,078,295 (2013: 30,791,865): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,895 (2013: 6,254,949))
|
3,733
|
|
|
3,705
|
|
||
Additional paid-in capital
|
499,638
|
|
|
496,622
|
|
||
Retained earnings
|
600,172
|
|
|
551,268
|
|
||
Shareholders’ equity attributable to shareholders
|
1,103,543
|
|
|
1,051,595
|
|
||
Non-controlling interest in joint venture
|
31,218
|
|
|
34,709
|
|
||
Total equity
|
1,134,761
|
|
|
1,086,304
|
|
||
Total liabilities and equity
|
$
|
3,030,895
|
|
|
$
|
3,095,276
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Gross premiums written
|
$
|
97,200
|
|
|
$
|
148,765
|
|
|
$
|
249,755
|
|
|
$
|
410,927
|
|
Gross premiums ceded
|
(2,706
|
)
|
|
(2,389
|
)
|
|
(11,405
|
)
|
|
(925
|
)
|
||||
Net premiums written
|
94,494
|
|
|
146,376
|
|
|
238,350
|
|
|
410,002
|
|
||||
Change in net unearned premium reserves
|
(15,003
|
)
|
|
17,515
|
|
|
40,685
|
|
|
(3,640
|
)
|
||||
Net premiums earned
|
79,491
|
|
|
163,891
|
|
|
279,035
|
|
|
406,362
|
|
||||
Net investment income (loss)
|
(54,027
|
)
|
|
49,448
|
|
|
49,755
|
|
|
134,834
|
|
||||
Other income (expense), net
|
(22
|
)
|
|
(1
|
)
|
|
401
|
|
|
(100
|
)
|
||||
Total revenues
|
25,442
|
|
|
213,338
|
|
|
329,191
|
|
|
541,096
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Loss and loss adjustment expenses incurred, net
|
53,028
|
|
|
94,366
|
|
|
177,035
|
|
|
238,989
|
|
||||
Acquisition costs, net
|
22,478
|
|
|
53,521
|
|
|
85,844
|
|
|
137,753
|
|
||||
General and administrative expenses
|
3,327
|
|
|
7,085
|
|
|
16,727
|
|
|
16,788
|
|
||||
Total expenses
|
78,833
|
|
|
154,972
|
|
|
279,606
|
|
|
393,530
|
|
||||
Income (loss) before income tax expense
|
(53,391
|
)
|
|
58,366
|
|
|
49,585
|
|
|
147,566
|
|
||||
Income tax (expense) benefit
|
254
|
|
|
(90
|
)
|
|
828
|
|
|
(540
|
)
|
||||
Net income (loss) including non-controlling interest
|
(53,137
|
)
|
|
58,276
|
|
|
50,413
|
|
|
147,026
|
|
||||
Loss (income) attributable to non-controlling interest in joint venture
|
1,369
|
|
|
(1,740
|
)
|
|
(1,509
|
)
|
|
(5,257
|
)
|
||||
Net income (loss)
|
$
|
(51,768
|
)
|
|
$
|
56,536
|
|
|
$
|
48,904
|
|
|
$
|
141,769
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(1.40
|
)
|
|
$
|
1.53
|
|
|
$
|
1.31
|
|
|
$
|
3.85
|
|
Diluted
|
$
|
(1.40
|
)
|
|
$
|
1.50
|
|
|
$
|
1.29
|
|
|
$
|
3.78
|
|
Weighted average number of ordinary shares used in the determination of earnings and loss per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
36,984,650
|
|
|
36,875,716
|
|
|
37,214,809
|
|
|
36,820,199
|
|
||||
Diluted
|
36,984,650
|
|
|
37,645,053
|
|
|
37,874,627
|
|
|
37,541,623
|
|
|
Ordinary share capital
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Shareholders' equity attributable to shareholders
|
|
Non-controlling
interest in joint venture |
|
Total equity
|
||||||||||||
Balance at December 31, 2012
|
$
|
3,670
|
|
|
$
|
492,469
|
|
|
$
|
325,569
|
|
|
$
|
821,708
|
|
|
$
|
38,702
|
|
|
$
|
860,410
|
|
Issue of Class A ordinary shares, net of forfeitures
|
18
|
|
|
509
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
527
|
|
||||||
Share-based compensation expense, net of forfeitures
|
—
|
|
|
2,632
|
|
|
—
|
|
|
2,632
|
|
|
—
|
|
|
2,632
|
|
||||||
Non-controlling interest withdrawal from joint venture, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|
(10,000
|
)
|
||||||
Income attributable to non-controlling interest in joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,257
|
|
|
5,257
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
141,769
|
|
|
141,769
|
|
|
—
|
|
|
141,769
|
|
||||||
Balance at September 30, 2013
|
$
|
3,688
|
|
|
$
|
495,610
|
|
|
$
|
467,338
|
|
|
$
|
966,636
|
|
|
$
|
33,959
|
|
|
$
|
1,000,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2013
|
$
|
3,705
|
|
|
$
|
496,622
|
|
|
$
|
551,268
|
|
|
$
|
1,051,595
|
|
|
$
|
34,709
|
|
|
$
|
1,086,304
|
|
Issue of Class A ordinary shares, net of forfeitures
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
||||||
Share-based compensation expense, net of forfeitures
|
—
|
|
|
3,016
|
|
|
—
|
|
|
3,016
|
|
|
—
|
|
|
3,016
|
|
||||||
Non-controlling interest withdrawal from joint venture, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|
(5,000
|
)
|
||||||
Income attributable to non-controlling interest in joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,509
|
|
|
1,509
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
48,904
|
|
|
48,904
|
|
|
—
|
|
|
48,904
|
|
||||||
Balance at September 30, 2014
|
$
|
3,733
|
|
|
$
|
499,638
|
|
|
$
|
600,172
|
|
|
$
|
1,103,543
|
|
|
$
|
31,218
|
|
|
$
|
1,134,761
|
|
|
Nine months ended September 30
|
||||||
|
2014
|
|
2013
|
||||
Cash provided by (used in) operating activities
|
|
|
|
||||
|
|
|
|
||||
Net income
|
$
|
48,904
|
|
|
$
|
141,769
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
||||
Net change in unrealized gains and losses on investments and financial contracts
|
182,681
|
|
|
(69,660
|
)
|
||
Net realized gains on investments and financial contracts
|
(266,708
|
)
|
|
(117,271
|
)
|
||
Foreign exchange (gains) losses on restricted cash and cash equivalents, net
|
6,032
|
|
|
(15,205
|
)
|
||
Income attributable to non-controlling interest in joint venture
|
1,509
|
|
|
5,257
|
|
||
Share-based compensation expense, net of forfeitures
|
3,044
|
|
|
2,646
|
|
||
Depreciation expense
|
334
|
|
|
222
|
|
||
Net change in
|
|
|
|
||||
Reinsurance balances receivable
|
1,825
|
|
|
(21,843
|
)
|
||
Loss and loss adjustment expenses recoverable
|
5,615
|
|
|
16,455
|
|
||
Deferred acquisition costs, net
|
13,552
|
|
|
(2,906
|
)
|
||
Unearned premiums ceded
|
(2,091
|
)
|
|
473
|
|
||
Other assets
|
(3,223
|
)
|
|
(27
|
)
|
||
Loss and loss adjustment expense reserves
|
(51,390
|
)
|
|
(30,818
|
)
|
||
Unearned premium reserves
|
(39,136
|
)
|
|
3,125
|
|
||
Reinsurance balances payable
|
4,262
|
|
|
3,630
|
|
||
Funds withheld
|
(2,664
|
)
|
|
(7,946
|
)
|
||
Other liabilities
|
377
|
|
|
1,530
|
|
||
Performance compensation payable to related party
|
10,852
|
|
|
33,818
|
|
||
Net cash used in operating activities
|
(86,225
|
)
|
|
(56,751
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of investments, trading
|
(898,614
|
)
|
|
(540,222
|
)
|
||
Sales of investments, trading
|
1,059,145
|
|
|
790,513
|
|
||
Purchases of financial contracts
|
(16,697
|
)
|
|
(57,748
|
)
|
||
Dispositions of financial contracts
|
101,522
|
|
|
67,282
|
|
||
Securities sold, not yet purchased
|
710,954
|
|
|
700,299
|
|
||
Dispositions of securities sold, not yet purchased
|
(791,357
|
)
|
|
(652,999
|
)
|
||
Change in due to prime brokers
|
(48,025
|
)
|
|
(87,414
|
)
|
||
Change in restricted cash and cash equivalents, net
|
(39,126
|
)
|
|
(94,542
|
)
|
||
Change in notes receivable, net
|
18,503
|
|
|
3,546
|
|
||
Non-controlling interest withdrawal from joint venture
|
(5,000
|
)
|
|
(10,000
|
)
|
||
Fixed assets additions
|
—
|
|
|
(684
|
)
|
||
Net cash provided by investing activities
|
91,305
|
|
|
118,031
|
|
||
Financing activities
|
|
|
|
||||
Net proceeds from exercise of stock options
|
—
|
|
|
513
|
|
||
Net cash provided by financing activities
|
—
|
|
|
513
|
|
||
Net increase in cash and cash equivalents
|
5,080
|
|
|
61,793
|
|
||
Cash and cash equivalents at beginning of the period
|
3,722
|
|
|
21,890
|
|
||
Cash and cash equivalents at end of the period
|
$
|
8,802
|
|
|
$
|
83,683
|
|
Supplementary information
|
|
|
|
||||
Interest paid in cash
|
$
|
17,302
|
|
|
$
|
19,907
|
|
Interest received in cash
|
419
|
|
|
793
|
|
||
Income tax paid in cash
|
—
|
|
|
260
|
|
|
Cost
|
|
Accumulated depreciation
|
|
Net book value |
||||||
|
($ in thousands)
|
||||||||||
Computer software
|
$
|
556
|
|
|
$
|
(259
|
)
|
|
$
|
297
|
|
Furniture and fixtures
|
620
|
|
|
(424
|
)
|
|
196
|
|
|||
Leasehold improvements
|
2,002
|
|
|
(900
|
)
|
|
1,102
|
|
|||
Total
|
$
|
3,178
|
|
|
$
|
(1,583
|
)
|
|
$
|
1,595
|
|
|
Cost
|
|
Accumulated depreciation
|
|
Net book value |
||||||
|
($ in thousands)
|
||||||||||
Computer software
|
$
|
556
|
|
|
$
|
(206
|
)
|
|
$
|
350
|
|
Furniture and fixtures
|
620
|
|
|
(340
|
)
|
|
280
|
|
|||
Leasehold improvements
|
2,002
|
|
|
(703
|
)
|
|
1,299
|
|
|||
Total
|
$
|
3,178
|
|
|
$
|
(1,249
|
)
|
|
$
|
1,929
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Weighted average shares outstanding - basic
|
36,984,650
|
|
|
36,875,716
|
|
|
37,214,809
|
|
|
36,820,199
|
|
Effect of dilutive service provider share-based awards
|
—
|
|
|
157,281
|
|
|
11,383
|
|
|
150,039
|
|
Effect of dilutive employee and director share-based awards
|
—
|
|
|
612,056
|
|
|
648,435
|
|
|
571,385
|
|
Weighted average shares outstanding - diluted
|
36,984,650
|
|
|
37,645,053
|
|
|
37,874,627
|
|
|
37,541,623
|
|
Anti-dilutive stock options outstanding
|
—
|
|
|
180,000
|
|
|
—
|
|
|
218,197
|
|
Participating securities excluded from calculation of loss per share
|
334,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Fair value measurements as of September 30, 2014
|
||||||||||||||
Description
|
|
Quoted prices in
active markets (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
|
Total
|
||||||||
Assets:
|
|
($ in thousands)
|
||||||||||||||
Debt instruments
|
|
$
|
—
|
|
|
$
|
23,026
|
|
|
$
|
622
|
|
|
$
|
23,648
|
|
Listed equity securities
|
|
1,210,244
|
|
|
4,266
|
|
|
—
|
|
|
1,214,510
|
|
||||
Commodities
|
|
99,016
|
|
|
—
|
|
|
—
|
|
|
99,016
|
|
||||
Private and unlisted equity securities
|
|
—
|
|
|
—
|
|
|
50,910
|
|
|
50,910
|
|
||||
Financial contracts receivable
|
|
8,026
|
|
|
29,077
|
|
|
—
|
|
|
37,103
|
|
||||
|
|
$
|
1,317,286
|
|
|
$
|
56,369
|
|
|
$
|
51,532
|
|
|
$
|
1,425,187
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Listed equity securities, sold not yet purchased
|
|
$
|
(848,950
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(848,950
|
)
|
Debt instruments, sold not yet purchased
|
|
—
|
|
|
(264,350
|
)
|
|
—
|
|
|
(264,350
|
)
|
||||
Financial contracts payable
|
|
—
|
|
|
(30,133
|
)
|
|
—
|
|
|
(30,133
|
)
|
||||
|
|
$
|
(848,950
|
)
|
|
$
|
(294,483
|
)
|
|
$
|
—
|
|
|
$
|
(1,143,433
|
)
|
|
|
Fair value measurements as of December 31, 2013
|
||||||||||||||
Description
|
|
Quoted prices in
active markets (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
|
Total
|
||||||||
Assets:
|
|
($ in thousands)
|
||||||||||||||
Debt instruments
|
|
$
|
—
|
|
|
$
|
3,785
|
|
|
$
|
527
|
|
|
$
|
4,312
|
|
Listed equity securities
|
|
1,274,920
|
|
|
7,236
|
|
|
—
|
|
|
1,282,156
|
|
||||
Commodities
|
|
60,888
|
|
|
—
|
|
|
—
|
|
|
60,888
|
|
||||
Private and unlisted equity securities
|
|
—
|
|
|
—
|
|
|
46,323
|
|
|
46,323
|
|
||||
Financial contracts receivable
|
|
4,500
|
|
|
99,548
|
|
|
—
|
|
|
104,048
|
|
||||
|
|
$
|
1,340,308
|
|
|
$
|
110,569
|
|
|
$
|
46,850
|
|
|
$
|
1,497,727
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Listed equity securities, sold not yet purchased
|
|
$
|
(917,123
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(917,123
|
)
|
Debt instruments, sold not yet purchased
|
|
—
|
|
|
(194,567
|
)
|
|
—
|
|
|
(194,567
|
)
|
||||
Financial contracts payable
|
|
—
|
|
|
(18,857
|
)
|
|
—
|
|
|
(18,857
|
)
|
||||
|
|
$
|
(917,123
|
)
|
|
$
|
(213,424
|
)
|
|
$
|
—
|
|
|
$
|
(1,130,547
|
)
|
|
|
Cost/
amortized cost |
|
Unrealized
gains |
|
Unrealized
losses |
|
Fair
value |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Corporate debt – U.S.
|
|
$
|
2,116
|
|
|
$
|
—
|
|
|
$
|
(1,494
|
)
|
|
$
|
622
|
|
Corporate debt – Non U.S.
|
|
5,870
|
|
|
204
|
|
|
(666
|
)
|
|
5,408
|
|
||||
Sovereign debt – Non U.S.
|
|
17,712
|
|
|
202
|
|
|
(296
|
)
|
|
17,618
|
|
||||
Total debt instruments
|
|
$
|
25,698
|
|
|
$
|
406
|
|
|
$
|
(2,456
|
)
|
|
$
|
23,648
|
|
|
|
Cost/
amortized cost |
|
Unrealized
gains |
|
Unrealized
losses |
|
Fair
value |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Corporate debt – U.S.
|
|
$
|
2,116
|
|
|
$
|
—
|
|
|
$
|
(1,589
|
)
|
|
$
|
527
|
|
Corporate debt – Non U.S.
|
|
3,761
|
|
|
115
|
|
|
(91
|
)
|
|
3,785
|
|
||||
Total debt instruments
|
|
$
|
5,877
|
|
|
$
|
115
|
|
|
$
|
(1,680
|
)
|
|
$
|
4,312
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Cost/
amortized cost |
|
Fair
value |
|
Cost/
amortized cost |
|
Fair
value |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Within one year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
From one to five years
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
From five to ten years
|
|
2,109
|
|
|
1,568
|
|
|
—
|
|
|
—
|
|
||||
More than ten years
|
|
23,589
|
|
|
22,080
|
|
|
5,877
|
|
|
4,312
|
|
||||
|
|
$
|
25,698
|
|
|
$
|
23,648
|
|
|
$
|
5,877
|
|
|
$
|
4,312
|
|
|
|
Cost
|
|
Unrealized
gains |
|
Unrealized
losses |
|
Fair
value |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Equities – listed
|
|
$
|
991,691
|
|
|
$
|
243,728
|
|
|
$
|
(43,859
|
)
|
|
$
|
1,191,560
|
|
Exchange traded funds
|
|
42,126
|
|
|
—
|
|
|
(19,176
|
)
|
|
22,950
|
|
||||
Total equity securities
|
|
$
|
1,033,817
|
|
|
$
|
243,728
|
|
|
$
|
(63,035
|
)
|
|
$
|
1,214,510
|
|
|
|
Cost
|
|
Unrealized
gains |
|
Unrealized
losses |
|
Fair
value |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Equities – listed
|
|
$
|
923,594
|
|
|
$
|
361,695
|
|
|
$
|
(28,712
|
)
|
|
$
|
1,256,577
|
|
Exchange traded funds
|
|
50,253
|
|
|
—
|
|
|
(24,674
|
)
|
|
25,579
|
|
||||
Total equity securities
|
|
$
|
973,847
|
|
|
$
|
361,695
|
|
|
$
|
(53,386
|
)
|
|
$
|
1,282,156
|
|
|
|
Cost
|
|
Unrealized
gains |
|
Unrealized
losses |
|
Fair
value |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Commodities
|
|
$
|
95,815
|
|
|
$
|
3,201
|
|
|
$
|
—
|
|
|
$
|
99,016
|
|
Private and unlisted equity securities
|
|
38,299
|
|
|
14,707
|
|
|
(2,096
|
)
|
|
50,910
|
|
||||
|
|
$
|
134,114
|
|
|
$
|
17,908
|
|
|
$
|
(2,096
|
)
|
|
$
|
149,926
|
|
|
|
Cost
|
|
Unrealized
gains |
|
Unrealized
losses |
|
Fair
value |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Commodities
|
|
$
|
54,633
|
|
|
$
|
6,255
|
|
|
$
|
—
|
|
|
$
|
60,888
|
|
Private and unlisted equity securities
|
|
45,544
|
|
|
8,170
|
|
|
(7,391
|
)
|
|
46,323
|
|
||||
|
|
$
|
100,177
|
|
|
$
|
14,425
|
|
|
$
|
(7,391
|
)
|
|
$
|
107,211
|
|
|
|
Proceeds
|
|
Unrealized gains
|
|
Unrealized losses
|
|
Fair value
|
||||||||
|
|
($ in thousands)
|
||||||||||||||
Equities – listed
|
|
$
|
(763,551
|
)
|
|
$
|
64,963
|
|
|
$
|
(128,315
|
)
|
|
$
|
(826,903
|
)
|
Exchange traded funds
|
|
(21,297
|
)
|
|
25
|
|
|
(774
|
)
|
|
(22,046
|
)
|
||||
Corporate debt – U.S.
|
|
(7,066
|
)
|
|
316
|
|
|
(11
|
)
|
|
(6,761
|
)
|
||||
Sovereign debt – Non U.S.
|
|
(246,589
|
)
|
|
3,331
|
|
|
(14,332
|
)
|
|
(257,590
|
)
|
||||
|
|
$
|
(1,038,503
|
)
|
|
$
|
68,635
|
|
|
$
|
(143,432
|
)
|
|
$
|
(1,113,300
|
)
|
|
|
Proceeds
|
|
Unrealized gains
|
|
Unrealized losses
|
|
Fair value
|
||||||||
|
|
($ in thousands)
|
||||||||||||||
Equities – listed
|
|
$
|
(836,708
|
)
|
|
$
|
57,854
|
|
|
$
|
(130,621
|
)
|
|
$
|
(909,475
|
)
|
Exchange traded funds
|
|
(6,318
|
)
|
|
—
|
|
|
(1,330
|
)
|
|
(7,648
|
)
|
||||
Corporate debt – U.S.
|
|
(8,135
|
)
|
|
2
|
|
|
(235
|
)
|
|
(8,368
|
)
|
||||
Sovereign debt – Non U.S.
|
|
(170,375
|
)
|
|
—
|
|
|
(15,824
|
)
|
|
(186,199
|
)
|
||||
|
|
$
|
(1,021,536
|
)
|
|
$
|
57,856
|
|
|
$
|
(148,010
|
)
|
|
$
|
(1,111,690
|
)
|
Financial Contracts
|
|
Listing
currency (1) |
|
Notional amount of
underlying instruments |
|
Fair value of net assets
(obligations) on financial contracts |
|||
|
|
|
|
($ in thousands)
|
|||||
Financial contracts receivable
|
|
|
|
|
|
|
|||
Forwards
|
|
KRW
|
|
30,202
|
|
|
$
|
1,167
|
|
Futures
|
|
USD
|
|
43,454
|
|
|
5,306
|
|
|
Interest rate options
|
|
USD
|
|
78,000
|
|
|
—
|
|
|
Put options
|
|
USD
|
|
272,799
|
|
|
11,873
|
|
|
Total return swaps – equities
|
|
GBP/HKD/RON/USD
|
|
155,717
|
|
|
16,037
|
|
|
Warrants and rights on listed equities
|
|
EUR/USD
|
|
4,874
|
|
|
2,720
|
|
|
Total financial contracts receivable, at fair value
|
|
|
|
|
|
$
|
37,103
|
|
|
Financial contracts payable
|
|
|
|
|
|
|
|||
Credit default swaps, purchased – corporate debt
|
|
USD
|
|
221,198
|
|
|
$
|
(1,681
|
)
|
Credit default swaps, purchased – sovereign debt
|
|
USD
|
|
251,467
|
|
|
(2,345
|
)
|
|
Total return swaps – equities
|
|
EUR/GBP/HKD/INR
|
|
116,899
|
|
|
(26,107
|
)
|
|
Total financial contracts payable, at fair value
|
|
|
|
|
|
$
|
(30,133
|
)
|
Financial Contracts
|
|
Listing
currency (1) |
|
Notional amount of
underlying instruments |
|
Fair value of net assets
(obligations) on financial contracts |
|||
|
|
|
|
($ in thousands)
|
|||||
Financial contracts receivable
|
|
|
|
|
|
|
|||
Forwards
|
|
JPY
|
|
71,162
|
|
|
$
|
383
|
|
Futures
|
|
JPY/USD
|
|
117,494
|
|
|
4,500
|
|
|
Interest rate options
|
|
USD
|
|
391,559
|
|
|
26
|
|
|
Put options
|
|
USD
|
|
217,359
|
|
|
12,923
|
|
|
Total return swaps – equities
|
|
EUR/GBP/HKD/USD
|
|
178,988
|
|
|
83,325
|
|
|
Warrants and rights on listed equities
|
|
EUR
|
|
5,237
|
|
|
2,891
|
|
|
Total financial contracts receivable, at fair value
|
|
|
|
|
|
$
|
104,048
|
|
|
Financial contracts payable
|
|
|
|
|
|
|
|||
Credit default swaps, purchased – corporate debt
|
|
USD
|
|
273,877
|
|
|
$
|
(3,625
|
)
|
Credit default swaps, purchased – sovereign debt
|
|
USD
|
|
251,467
|
|
|
(3,980
|
)
|
|
Forwards
|
|
KRW
|
|
32,100
|
|
|
(58
|
)
|
|
Total return swaps – equities
|
|
EUR/GBP/HKD
|
|
36,983
|
|
|
(11,194
|
)
|
|
Total financial contracts payable, at fair value
|
|
|
|
|
|
$
|
(18,857
|
)
|
Derivatives not designated as hedging instruments
|
|
Location of gains and losses on derivatives recognized in income
|
|
Gain (loss) on derivatives recognized in income
|
Gain (loss) on derivatives recognized in income
|
|||||||||||||
|
|
|
|
Three months ended September 30
|
Nine months ended September 30
|
|||||||||||||
|
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
($ in thousands)
|
($ in thousands)
|
|||||||||||||
Credit default swaps, purchased – corporate debt
|
|
Net investment income (loss)
|
|
$
|
(11
|
)
|
|
$
|
(589
|
)
|
|
$
|
(157
|
)
|
|
$
|
(2,847
|
)
|
Credit default swaps, purchased – sovereign debt
|
|
Net investment income (loss)
|
|
(72
|
)
|
|
(942
|
)
|
|
(286
|
)
|
|
(957
|
)
|
||||
Forwards
|
|
Net investment income (loss)
|
|
1,289
|
|
|
(1,282
|
)
|
|
(1,442
|
)
|
|
5,780
|
|
||||
Futures
|
|
Net investment income (loss)
|
|
8,617
|
|
|
3,628
|
|
|
4,657
|
|
|
4,677
|
|
||||
Interest rate options
|
|
Net investment income (loss)
|
|
—
|
|
|
(97
|
)
|
|
(26
|
)
|
|
(62
|
)
|
||||
Options, warrants, and rights
|
|
Net investment income (loss)
|
|
240
|
|
|
(12,025
|
)
|
|
(17,868
|
)
|
|
20,681
|
|
||||
Total return swaps – equities
|
|
Net investment income (loss)
|
|
(5,642
|
)
|
|
38,825
|
|
|
24,432
|
|
|
59,507
|
|
||||
Total
|
|
|
|
$
|
4,421
|
|
|
$
|
27,518
|
|
|
$
|
9,310
|
|
|
$
|
86,779
|
|
2014
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
Derivatives not designated as hedging instruments
|
|
Entered
|
|
Exited
|
|
Entered
|
|
Exited
|
||||||||
|
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||
Forwards
|
|
$
|
—
|
|
|
$
|
10,943
|
|
|
$
|
—
|
|
|
$
|
74,134
|
|
Futures
|
|
—
|
|
|
21,570
|
|
|
128,823
|
|
|
192,134
|
|
||||
Options, warrants and rights (1)
|
|
230,132
|
|
|
—
|
|
|
757,232
|
|
|
128,147
|
|
||||
Total return swaps
|
|
20,985
|
|
|
77,600
|
|
|
96,546
|
|
|
127,148
|
|
||||
Total
|
|
$
|
251,117
|
|
|
$
|
110,113
|
|
|
$
|
982,601
|
|
|
$
|
521,563
|
|
2013
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
Derivatives not designated as hedging instruments
|
|
Entered
|
|
Exited
|
|
Entered
|
|
Exited
|
||||||||
|
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||
Forwards
|
|
$
|
30,817
|
|
|
$
|
—
|
|
|
$
|
417,754
|
|
|
$
|
115,884
|
|
Futures
|
|
—
|
|
|
12,778
|
|
|
218,519
|
|
|
180,027
|
|
||||
Interest rate options (1)
|
|
—
|
|
|
95,400
|
|
|
—
|
|
|
376,385
|
|
||||
Options, warrants and rights (1)
|
|
232,530
|
|
|
272,988
|
|
|
765,509
|
|
|
814,812
|
|
||||
Total return swaps
|
|
16,606
|
|
|
6,736
|
|
|
187,862
|
|
|
54,846
|
|
||||
Total
|
|
$
|
279,953
|
|
|
$
|
387,902
|
|
|
$
|
1,589,644
|
|
|
$
|
1,541,954
|
|
September 30, 2014
|
|
(i)
|
|
(ii)
|
|
(iii) = (i) - (ii)
|
|
(iv) Gross amounts not offset in the balance sheet
|
|
(v) = (iii) + (iv)
|
||||||||||||||
Description
|
|
Gross amounts of recognized assets (liabilities)
|
|
Gross amounts offset in the balance sheet
|
|
Net amounts of assets (liabilities) presented in the balance sheet
|
|
Financial instruments available for offset
|
|
Cash collateral (received) pledged
|
|
Net amount of asset (liability)
|
||||||||||||
|
|
($ in thousands)
|
||||||||||||||||||||||
Financial contracts receivable
|
|
$
|
37,103
|
|
|
$
|
—
|
|
|
$
|
37,103
|
|
|
$
|
(18,469
|
)
|
|
$
|
(1,929
|
)
|
|
$
|
16,705
|
|
Financial contracts payable
|
|
(30,133
|
)
|
|
—
|
|
|
(30,133
|
)
|
|
18,469
|
|
|
11,664
|
|
|
—
|
|
December 31, 2013
|
|
(i)
|
|
(ii)
|
|
(iii) = (i) - (ii)
|
|
(iv) Gross amounts not offset in the balance sheet
|
|
(v) = (iii) + (iv)
|
||||||||||||||
Description
|
|
Gross amounts of recognized assets (liabilities)
|
|
Gross amounts offset in the balance sheet
|
|
Net amounts of assets (liabilities) presented in the balance sheet
|
|
Financial instruments available for offset
|
|
Cash collateral (received) pledged
|
|
Net amount of asset (liability)
|
||||||||||||
|
|
($ in thousands)
|
||||||||||||||||||||||
Financial contracts receivable
|
|
$
|
104,048
|
|
|
$
|
—
|
|
|
$
|
104,048
|
|
|
$
|
(18,857
|
)
|
|
$
|
(49,422
|
)
|
|
$
|
35,769
|
|
Financial contracts payable
|
|
(18,857
|
)
|
|
—
|
|
|
(18,857
|
)
|
|
18,857
|
|
|
—
|
|
|
—
|
|
|
|
Number of
non-vested restricted shares |
|
Weighted
average grant date fair value |
|||
Balance at December 31, 2013
|
|
328,991
|
|
|
$
|
24.74
|
|
Granted
|
|
147,626
|
|
|
32.57
|
|
|
Vested
|
|
(115,444
|
)
|
|
25.35
|
|
|
Forfeited
|
|
(27,083
|
)
|
|
27.32
|
|
|
Balance at September 30, 2014
|
|
334,090
|
|
|
$
|
27.78
|
|
|
|
2014
|
|
2013
|
||
Risk free rate
|
|
2.47
|
%
|
|
2.85
|
%
|
Estimated volatility
|
|
34
|
%
|
|
35
|
%
|
Expected term (in years)
|
|
10
|
|
|
10
|
|
Dividend yield
|
|
0.0
|
%
|
|
0.0
|
%
|
Forfeiture rate
|
|
0.0
|
%
|
|
0.0
|
%
|
|
|
Number of
options |
|
Weighted
average exercise price |
|
Weighted
average grant date fair value |
|||||
Balance at December 31, 2013
|
|
1,402,987
|
|
|
$
|
15.82
|
|
|
$
|
7.08
|
|
Granted
|
|
31,821
|
|
|
32.37
|
|
|
15.71
|
|
||
Exercised
|
|
(232,500
|
)
|
|
11.24
|
|
|
5.65
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Balance at September 30, 2014
|
|
1,202,308
|
|
|
$
|
17.14
|
|
|
$
|
7.59
|
|
|
|
Number of
non-vested RSUs |
|
Weighted
average grant date fair value |
|||
Balance at December 31, 2013
|
|
5,941
|
|
|
$
|
24.41
|
|
Granted
|
|
9,668
|
|
|
32.60
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Balance at September 30, 2014
|
|
15,609
|
|
|
$
|
29.72
|
|
|
|
Facility
|
|
Termination Date
|
|
Notice period required for termination
|
||
|
|
($ in thousands)
|
|
|
|
|
||
Bank of America, N.A.
|
|
$
|
200,000
|
|
|
July 20, 2015
|
|
90 days prior to termination date
|
Butterfield Bank (Cayman) Limited
|
|
60,000
|
|
|
June 30, 2015
|
|
90 days prior to termination date
|
|
Citibank Europe plc
|
|
400,000
|
|
|
October 11, 2015
|
|
120 days prior to termination date
|
|
JP Morgan Chase Bank N.A.
|
|
100,000
|
|
|
January 27, 2016
|
|
120 days prior to termination date
|
|
|
|
$
|
760,000
|
|
|
|
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||
Operating lease obligations
|
$
|
139
|
|
|
$
|
557
|
|
|
$
|
500
|
|
|
$
|
466
|
|
|
$
|
233
|
|
|
$
|
—
|
|
|
$
|
1,895
|
|
Specialist service agreement
|
225
|
|
|
750
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
|||||||
Private equity and limited partnerships (1)
|
9,395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,395
|
|
|||||||
|
$
|
9,759
|
|
|
$
|
1,307
|
|
|
$
|
800
|
|
|
$
|
466
|
|
|
$
|
233
|
|
|
$
|
—
|
|
|
$
|
12,565
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||||||||||||||
Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Aviation
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
290
|
|
|
0.1
|
%
|
|
$
|
96
|
|
|
—
|
%
|
Commercial
|
|
1,953
|
|
|
2.0
|
|
|
789
|
|
|
0.5
|
|
|
9,183
|
|
|
3.7
|
|
|
10,523
|
|
|
2.6
|
|
||||
Energy
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,131
|
|
|
0.9
|
|
|
1,553
|
|
|
0.4
|
|
||||
Motor physical damage
|
|
7,405
|
|
|
7.6
|
|
|
21,557
|
|
|
14.5
|
|
|
19,759
|
|
|
7.9
|
|
|
48,895
|
|
|
11.9
|
|
||||
Personal
|
|
23,728
|
|
|
24.4
|
|
|
34,521
|
|
|
23.2
|
|
|
49,236
|
|
|
19.7
|
|
|
108,181
|
|
|
26.3
|
|
||||
Total Property
|
|
33,086
|
|
|
34.0
|
|
|
56,867
|
|
|
38.2
|
|
|
80,599
|
|
|
32.3
|
|
|
169,248
|
|
|
41.2
|
|
||||
Casualty
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
General liability (1)
|
|
4,260
|
|
|
4.4
|
|
|
1,668
|
|
|
1.1
|
|
|
7,176
|
|
|
2.9
|
|
|
(544
|
)
|
|
(0.1
|
)
|
||||
Marine liability
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,867
|
|
|
1.6
|
|
|
603
|
|
|
0.1
|
|
||||
Motor liability
|
|
41,177
|
|
|
42.4
|
|
|
81,474
|
|
|
54.8
|
|
|
108,631
|
|
|
43.5
|
|
|
212,174
|
|
|
51.6
|
|
||||
Professional liability
|
|
4,378
|
|
|
4.5
|
|
|
459
|
|
|
0.3
|
|
|
4,786
|
|
|
1.9
|
|
|
1,583
|
|
|
0.4
|
|
||||
Total Casualty
|
|
49,835
|
|
|
51.3
|
|
|
83,601
|
|
|
56.2
|
|
|
124,460
|
|
|
49.9
|
|
|
213,816
|
|
|
52.0
|
|
||||
Specialty
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial
|
|
812
|
|
|
0.8
|
|
|
806
|
|
|
0.6
|
|
|
3,830
|
|
|
1.5
|
|
|
2,103
|
|
|
0.5
|
|
||||
Health
|
|
13,113
|
|
|
13.5
|
|
|
7,491
|
|
|
5.0
|
|
|
40,512
|
|
|
16.2
|
|
|
29,975
|
|
|
7.3
|
|
||||
Workers’ compensation (1)
|
|
354
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
354
|
|
|
0.1
|
|
|
(4,215
|
)
|
|
(1.0
|
)
|
||||
Total Specialty
|
|
14,279
|
|
|
14.7
|
|
|
8,297
|
|
|
5.6
|
|
|
44,696
|
|
|
17.8
|
|
|
27,863
|
|
|
6.8
|
|
||||
|
|
$
|
97,200
|
|
|
100.0
|
%
|
|
$
|
148,765
|
|
|
100.0
|
%
|
|
$
|
249,755
|
|
|
100.0
|
%
|
|
$
|
410,927
|
|
|
100.0
|
%
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||||||||||||||
U.S.
|
|
$
|
89,641
|
|
|
92.2
|
%
|
|
$
|
148,249
|
|
|
99.7
|
%
|
|
$
|
227,753
|
|
|
91.2
|
%
|
|
$
|
400,594
|
|
|
97.5
|
%
|
Worldwide (1)
|
|
7,426
|
|
|
7.7
|
|
|
379
|
|
|
0.2
|
|
|
21,491
|
|
|
8.6
|
|
|
9,814
|
|
|
2.4
|
|
||||
Caribbean (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
||||
Europe
|
|
133
|
|
|
0.1
|
|
|
137
|
|
|
0.1
|
|
|
541
|
|
|
0.2
|
|
|
614
|
|
|
0.1
|
|
||||
|
|
$
|
97,200
|
|
|
100.0
|
%
|
|
$
|
148,765
|
|
|
100.0
|
%
|
|
$
|
249,755
|
|
|
100.0
|
%
|
|
$
|
410,927
|
|
|
100.0
|
%
|
(1)
|
"Worldwide" is comprised of contracts that reinsure risks in more than one geographic area and do not specifically exclude the U.S.
|
(2)
|
The negative balance represents reversal of premiums due to premium adjustments, termination of contracts or premiums returned upon novation or commutation of contracts.
|
|
September 30, 2014
|
|
June 30, 2014
|
|
March 31, 2014
|
|
December 31, 2013
|
|
September 30, 2013
|
||||||||||
|
($ in thousands, except per share and share amounts)
|
||||||||||||||||||
Basic adjusted and fully diluted adjusted book value per share numerator:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total equity (U.S. GAAP)
|
$
|
1,134,761
|
|
|
$
|
1,185,195
|
|
|
$
|
1,073,194
|
|
|
$
|
1,086,304
|
|
|
$
|
1,000,595
|
|
Less: Non-controlling interest in joint venture
|
(31,218
|
)
|
|
(31,087
|
)
|
|
(29,512
|
)
|
|
(34,709
|
)
|
|
(33,959
|
)
|
|||||
Basic adjusted book value per share numerator
|
1,103,543
|
|
|
1,154,108
|
|
|
1,043,682
|
|
|
1,051,595
|
|
|
966,636
|
|
|||||
Add: Proceeds from in-the-money stock options issued and outstanding
|
20,609
|
|
|
18,881
|
|
|
20,297
|
|
|
16,028
|
|
|
18,462
|
|
|||||
Fully diluted adjusted book value per share numerator
|
$
|
1,124,152
|
|
|
$
|
1,172,989
|
|
|
$
|
1,063,979
|
|
|
$
|
1,067,623
|
|
|
$
|
985,098
|
|
Basic adjusted and fully diluted adjusted book value per share denominator:
|
|
|
|
|
|
|
|
|
|
||||||||||
Ordinary shares issued and outstanding for basic adjusted book value per share denominator
|
37,333,190
|
|
|
37,295,312
|
|
|
37,213,693
|
|
|
37,046,814
|
|
|
36,877,407
|
|
|||||
Add: In-the-money stock options and RSUs issued and outstanding
|
1,217,917
|
|
|
1,202,096
|
|
|
1,326,596
|
|
|
1,210,731
|
|
|
1,451,408
|
|
|||||
Fully diluted adjusted book value per share denominator
|
38,551,107
|
|
|
38,497,408
|
|
|
38,540,289
|
|
|
38,257,545
|
|
|
38,328,815
|
|
|||||
Basic adjusted book value per share
|
$
|
29.56
|
|
|
$
|
30.95
|
|
|
$
|
28.05
|
|
|
$
|
28.39
|
|
|
$
|
26.21
|
|
Fully diluted adjusted book value per share
|
29.16
|
|
|
30.47
|
|
|
27.61
|
|
|
27.91
|
|
|
25.70
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||||||||||||||
Frequency
|
$
|
91,967
|
|
|
94.6
|
%
|
|
$
|
146,414
|
|
|
98.4
|
%
|
|
$
|
225,230
|
|
|
90.2
|
%
|
|
$
|
387,328
|
|
|
94.3
|
%
|
Severity
|
5,233
|
|
|
5.4
|
|
|
2,351
|
|
|
1.6
|
|
|
24,525
|
|
|
9.8
|
|
|
23,599
|
|
|
5.7
|
|
||||
Total
|
$
|
97,200
|
|
|
100.0
|
%
|
|
$
|
148,765
|
|
|
100.0
|
%
|
|
$
|
249,755
|
|
|
100.0
|
%
|
|
$
|
410,927
|
|
|
100.0
|
%
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||||||||||||||
Frequency
|
$
|
89,261
|
|
|
94.5
|
%
|
|
$
|
144,025
|
|
|
98.4
|
%
|
|
$
|
217,578
|
|
|
91.3
|
%
|
|
$
|
386,403
|
|
|
94.2
|
%
|
Severity
|
5,233
|
|
|
5.5
|
|
|
2,351
|
|
|
1.6
|
|
|
20,772
|
|
|
8.7
|
|
|
23,599
|
|
|
5.8
|
|
||||
Total
|
$
|
94,494
|
|
|
100.0
|
%
|
|
$
|
146,376
|
|
|
100.0
|
%
|
|
$
|
238,350
|
|
|
100.0
|
%
|
|
$
|
410,002
|
|
|
100.0
|
%
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||||||||||||||
Frequency
|
$
|
73,387
|
|
|
92.3
|
%
|
|
$
|
156,724
|
|
|
95.6
|
%
|
|
$
|
261,247
|
|
|
93.6
|
%
|
|
$
|
392,527
|
|
|
96.6
|
%
|
Severity
|
6,104
|
|
|
7.7
|
|
|
7,167
|
|
|
4.4
|
|
|
17,788
|
|
|
6.4
|
|
|
13,835
|
|
|
3.4
|
|
||||
Total
|
$
|
79,491
|
|
|
100.0
|
%
|
|
$
|
163,891
|
|
|
100.0
|
%
|
|
$
|
279,035
|
|
|
100.0
|
%
|
|
$
|
406,362
|
|
|
100.0
|
%
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||||||||||||||
Frequency
|
$
|
51,666
|
|
|
97.4
|
%
|
|
$
|
93,194
|
|
|
98.8
|
%
|
|
$
|
174,447
|
|
|
98.5
|
%
|
|
$
|
247,474
|
|
|
103.6
|
%
|
Severity
|
1,362
|
|
|
2.6
|
|
|
1,172
|
|
|
1.2
|
|
|
2,588
|
|
|
1.5
|
|
|
(8,485
|
)
|
|
(3.6
|
)
|
||||
Total
|
$
|
53,028
|
|
|
100.0
|
%
|
|
$
|
94,366
|
|
|
100.0
|
%
|
|
$
|
177,035
|
|
|
100.0
|
%
|
|
$
|
238,989
|
|
|
100.0
|
%
|
|
Nine months ended September 30
|
||||||||||||||||||||||
|
|
|
2014
|
|
|
|
|
|
2013
|
|
|
||||||||||||
|
Gross
|
|
Ceded
|
|
Net
|
|
Gross
|
|
Ceded
|
|
Net
|
||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||
Losses paid (recovered)
|
$
|
229,430
|
|
|
$
|
(7,260
|
)
|
|
$
|
222,170
|
|
|
$
|
259,281
|
|
|
$
|
(5,995
|
)
|
|
$
|
253,286
|
|
Change in loss and loss adjustment expense reserves
|
(50,749
|
)
|
|
5,614
|
|
|
(45,135
|
)
|
|
(30,753
|
)
|
|
16,456
|
|
|
(14,297
|
)
|
||||||
Total
|
$
|
178,681
|
|
|
$
|
(1,646
|
)
|
|
$
|
177,035
|
|
|
$
|
228,528
|
|
|
$
|
10,461
|
|
|
$
|
238,989
|
|
●
|
$3.0 million of adverse loss development relating to the employer medical stop-loss business. Loss reserves were increased on these contracts after a detailed review of existing claims data received from the clients, audits of claim files at the third party claims administrators and actuarial analysis based on all available information;
|
●
|
$3.2 million of adverse loss development relating to a solicitors' professional indemnity contract as a result of a combination of large claims reported and increases in case reserves on several smaller claims. Loss reserves were increased on this contract after a detailed review of existing claims data received from the client, audits of claim files at the third party claims administrator and actuarial analysis based on all available information. The contract terms included sliding scale ceding commission rates and profit commissions. As a result, the increase in loss reserves was offset by a $0.6 million decrease in ceding commissions and profit commissions which were recorded as decreases to acquisition costs;
|
●
|
$2.2 million of adverse loss development relating to general liability business. Loss reserves were increased on this business after a detailed review of existing claims data received from the client, audits of claim files at the third party claims administrator and actuarial analysis based on all available information;
|
●
|
$3.8 million of favorable loss development relating to private passenger automobile business, primarily as a result of better than expected loss development noted on our private passenger automobile contracts after a detailed review of existing claims data received from the clients, audits of claim files and actuarial analysis based on all available information. Since these contracts included sliding scale ceding commission rates, the decrease in loss reserves was offset by a $1.5 million increase in ceding commissions recorded as acquisition costs; and
|
●
|
$0.9 million of favorable loss development relating to an excess of loss catastrophe contract based on updated loss information received from the cedant indicating better than expected loss experience. The contract terms included a profit commission payable to the cedant. As a result, the favorable loss development was offset by a $0.1 million increase in profit commissions recorded as acquisition costs.
|
●
|
$17.7 million of adverse loss development, net of retrocesssion recoveries, relating to general liability business. Loss reserves were increased on these contracts after a detailed review of existing claims data received from the clients, audits of claim files at the third party claims administrators and actuarial analysis based on all available information;
|
●
|
Elimination of $15.0 million of reserves relating to super-storm Sandy based on additional information received from our client which indicated that the losses would not exceed the threshold of coverage provided under our contract. As a result of the reversal of loss reserves, we also reversed reinstatement premiums of $2.6 million;
|
●
|
$4.0 million of adverse loss development on a 2007 casualty clash contract based on updated claims and loss information received from the client. The new information indicated that ground up losses under the contract estimated by the client had increased resulting in additional losses attaching to our layer. As a result of this increase in loss reserves, we recorded reinstatement premiums of $1.2 million;
|
●
|
$4.2 million favorable loss development relating to non-standard automobile business, primarily as a result of final settlement of losses upon commutation of a contract at an amount lower than originally reserved. To a lesser extent the favorable loss development was a result of better than expected loss development noted on other non-standard automobile contracts after a detailed review of existing claims data received from the clients, audits of claim files and actuarial analysis based on all available information. However, because these contracts included sliding scale ceding commission rates, the decrease in loss reserves was offset by a $3.4 million increase in ceding commissions recorded as acquisition costs; and
|
●
|
$3.9 million of favorable loss development, relating to commercial automobile business due to better than expected loss development on open claims and settling of claims at lower amounts than expected. Loss reserves were decreased on these contracts after a detailed review of existing claims data received from the clients, audits of claim files at the third party claims administrators and actuarial analysis based on all available information.
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||||||||||||||
Frequency
|
$
|
21,243
|
|
|
94.5
|
%
|
|
$
|
52,361
|
|
|
97.8
|
%
|
|
$
|
82,416
|
|
|
96.0
|
%
|
|
$
|
135,281
|
|
|
98.2
|
%
|
Severity
|
1,235
|
|
|
5.5
|
|
|
1,160
|
|
|
2.2
|
|
|
3,428
|
|
|
4.0
|
|
|
2,472
|
|
|
1.8
|
|
||||
Total
|
$
|
22,478
|
|
|
100.0
|
%
|
|
$
|
53,521
|
|
|
100.0
|
%
|
|
$
|
85,844
|
|
|
100.0
|
%
|
|
$
|
137,753
|
|
|
100.0
|
%
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||
Internal expenses
|
$
|
5,287
|
|
|
$
|
4,316
|
|
|
$
|
15,376
|
|
|
$
|
14,151
|
|
Corporate expenses
|
(1,960
|
)
|
|
2,769
|
|
|
1,351
|
|
|
2,637
|
|
||||
General and administrative expenses
|
$
|
3,327
|
|
|
$
|
7,085
|
|
|
$
|
16,727
|
|
|
$
|
16,788
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in thousands)
|
|
($ in thousands)
|
||||||||||||
Realized gains
|
$
|
91,355
|
|
|
$
|
25,292
|
|
|
$
|
266,708
|
|
|
$
|
117,271
|
|
Change in unrealized gains
|
(146,024
|
)
|
|
50,225
|
|
|
(182,681
|
)
|
|
69,660
|
|
||||
Investment related foreign exchange gains
|
(1,904
|
)
|
|
(3,692
|
)
|
|
(6,032
|
)
|
|
15,205
|
|
||||
Interest and dividend income
|
3,704
|
|
|
6,037
|
|
|
27,670
|
|
|
17,677
|
|
||||
Interest, dividend and other expenses
|
(9,076
|
)
|
|
(11,890
|
)
|
|
(29,646
|
)
|
|
(37,756
|
)
|
||||
Investment advisor compensation
|
7,918
|
|
|
(16,524
|
)
|
|
(26,264
|
)
|
|
(47,223
|
)
|
||||
Net investment income (loss)
|
$
|
(54,027
|
)
|
|
$
|
49,448
|
|
|
$
|
49,755
|
|
|
$
|
134,834
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Long portfolio gains (losses)
|
(2.3
|
)%
|
|
14.6
|
%
|
|
15.3
|
%
|
|
28.0
|
%
|
Short portfolio gains (losses)
|
(1.2
|
)
|
|
(7.4
|
)
|
|
(6.8
|
)
|
|
(12.3
|
)
|
Macro gains (losses)
|
(0.8
|
)
|
|
(1.4
|
)
|
|
(3.1
|
)
|
|
1.0
|
|
Other income and expenses
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(1.3
|
)
|
|
(1.4
|
)
|
Gross investment return
|
(4.7
|
)%
|
|
5.4
|
%
|
|
4.1
|
%
|
|
15.3
|
%
|
Net investment return
|
(3.7
|
)%
|
|
4.0
|
%
|
|
3.2
|
%
|
|
12.2
|
%
|
|
Nine months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||
|
|
|
2014
|
|
|
|
|
|
2013
|
|
|
||||||
|
Frequency
|
|
Severity
|
|
Total
|
|
Frequency
|
|
Severity
|
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss ratio
|
66.8
|
%
|
|
14.5
|
%
|
|
63.4
|
%
|
|
63.0
|
%
|
|
(61.3
|
)%
|
|
58.8
|
%
|
Acquisition cost ratio
|
31.5
|
%
|
|
19.3
|
%
|
|
30.8
|
%
|
|
34.5
|
%
|
|
17.9
|
%
|
|
33.9
|
%
|
Composite ratio
|
98.3
|
%
|
|
33.8
|
%
|
|
94.2
|
%
|
|
97.5
|
%
|
|
(43.4
|
)%
|
|
92.7
|
%
|
Internal expense ratio
|
|
|
|
|
5.5
|
%
|
|
|
|
|
|
3.5
|
%
|
||||
Corporate expense ratio
|
|
|
|
|
0.5
|
%
|
|
|
|
|
|
0.6
|
%
|
||||
Combined ratio
|
|
|
|
|
100.2
|
%
|
|
|
|
|
|
96.8
|
%
|
•
|
Fluctuations in the share price due to an overall positive investment market;
|
•
|
Sudden unexpected changes in the underlying business model of the issuer;
|
•
|
Changes in laws and regulations relating to short sales;
|
•
|
Press releases and earnings guidance issued by the issuer;
|
•
|
A merger or acquisition of the issuer at a price in excess of the current share price;
|
•
|
The shares of the issuer becoming difficult to borrow; or
|
•
|
A short squeeze.
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Case
Reserves |
|
IBNR
|
|
Total
|
|
Case
Reserves |
|
IBNR
|
|
Total
|
||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||
Frequency
|
$
|
111,659
|
|
|
$
|
127,364
|
|
|
$
|
239,023
|
|
|
$
|
122,042
|
|
|
$
|
167,986
|
|
|
$
|
290,028
|
|
Severity
|
16,256
|
|
|
23,225
|
|
|
39,481
|
|
|
15,783
|
|
|
24,083
|
|
|
39,866
|
|
||||||
Total
|
$
|
127,915
|
|
|
$
|
150,589
|
|
|
$
|
278,504
|
|
|
$
|
137,825
|
|
|
$
|
192,069
|
|
|
$
|
329,894
|
|
Zone
|
|
Single Event Loss
|
|
Aggregate Loss
|
||||
|
|
($ in thousands)
|
||||||
United States, Canada and the Caribbean
|
|
$
|
81,994
|
|
|
$
|
102,696
|
|
Europe
|
|
36,369
|
|
|
43,869
|
|
||
Japan
|
|
36,369
|
|
|
43,869
|
|
||
Rest of the world
|
|
36,369
|
|
|
43,869
|
|
||
Maximum Aggregate
|
|
81,994
|
|
|
102,696
|
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
|
Total
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
Operating lease obligations (1)
|
$
|
557
|
|
|
$
|
989
|
|
|
$
|
349
|
|
|
$
|
—
|
|
|
$
|
1,895
|
|
Specialist service agreement
|
825
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
|||||
Private equity and limited partnerships (2)
|
9,395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,395
|
|
|||||
Loss and loss adjustment expense reserves (3)
|
118,643
|
|
|
85,951
|
|
|
59,040
|
|
|
14,870
|
|
|
278,504
|
|
|||||
|
$
|
129,420
|
|
|
$
|
87,390
|
|
|
$
|
59,389
|
|
|
$
|
14,870
|
|
|
$
|
291,069
|
|
|
10% increase in U.S. dollar
|
|
10% decrease in U.S. dollar
|
||||||||||
Foreign Currency
|
Change in
fair value |
|
Change in fair value as % of investment portfolio
|
|
Change in
fair value |
|
Change in fair value as % of investment portfolio
|
||||||
|
($ in thousands)
|
||||||||||||
Argentine Peso
|
$
|
(1,762
|
)
|
|
(0.1
|
)%
|
|
$
|
1,762
|
|
|
0.1
|
%
|
Brazilian Real
|
2,187
|
|
|
0.2
|
|
|
(2,187
|
)
|
|
(0.2
|
)
|
||
British Pound
|
(1,837
|
)
|
|
(0.1
|
)
|
|
1,837
|
|
|
0.1
|
|
||
Chinese Yuan
|
18,421
|
|
|
1.3
|
|
|
(1,989
|
)
|
|
(0.1
|
)
|
||
Japanese Yen
|
29,133
|
|
|
2.1
|
|
|
(8,307
|
)
|
|
(0.6
|
)
|
||
Other
|
127
|
|
|
—
|
|
|
(127
|
)
|
|
—
|
|
||
Total
|
$
|
46,269
|
|
|
3.4
|
%
|
|
$
|
(9,011
|
)
|
|
(0.7
|
)%
|
|
100 basis point increase
in interest rates |
|
100 basis point decrease
in interest rates |
||||||||||
|
Change in
fair value |
|
Change in fair value as % of investment portfolio
|
|
Change in
fair value |
|
Change in fair value as % of investment portfolio
|
||||||
|
($ in thousands)
|
||||||||||||
Debt instruments
|
$
|
16,462
|
|
|
1.19
|
%
|
|
$
|
(17,809
|
)
|
|
(1.29
|
)%
|
Credit default swaps
|
(25
|
)
|
|
—
|
|
|
25
|
|
|
—
|
|
||
Net exposure to interest rate risk
|
$
|
16,437
|
|
|
1.19
|
%
|
|
$
|
(17,784
|
)
|
|
(1.29
|
)%
|
10.1
|
Employment Agreement, dated July 31, 2014, by and among Greenlight Reinsurance, Ltd. and James McNichols.
|
12.1
|
Ratio of Earnings to Fixed Charges and Preferred Share Dividends
|
31.1
|
Certification of the Chief Executive Officer filed hereunder pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
31.2
|
Certification of the Chief Financial Officer filed hereunder pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
32.1
|
Certification of the Chief Executive Officer filed hereunder pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (*)
|
32.2
|
Certification of the Chief Financial Officer filed hereunder pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (*)
|
101
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.
|
*
|
Furnished herewith.
|
|
GREENLIGHT CAPITAL RE, LTD.
|
|
|
|
(Registrant)
|
|
|
|
By:
|
/s/ BARTON HEDGES
|
|
|
|
Barton Hedges
Director & Chief Executive Officer (principal executive officer) |
|
|
|
November 3, 2014
|
|
|
|
|
|
|
By:
|
/s/ TIM COURTIS
|
|
|
|
Tim Courtis
Chief Financial Officer (principal financial and accounting officer) |
|
|
|
November 3, 2014
|
|
|
|
|
|
•
|
Start Date
: September 15, 2014, subject to a Work Permit being approved by Immigration.
|
•
|
Place of Employment
: The Company’s offices located in Camana Bay, 65 Market Street, Suite 1207, Grand Cayman Island, B.W.I.
|
•
|
Employment Status:
Employee at will. Your employment may be terminated by the Company for any reason upon 180 days written notice and may be terminated immediately by the Company for cause, which shall include, without limitation, your violation of the Company’s Code of Conduct, the Tax Operating Guidelines or any other Operating Guidelines or the revocation of your Cayman Islands working status as a result of any action or inaction taken by you.
|
•
|
Work Hours
: The standard work hours are 8:30 a.m. to 6:00 p.m., Monday through Friday. As a professional employee you will be expected to work overtime without any additional remuneration.
|
•
|
Holidays
: The Company will observe Caymanian statutory holidays.
|
•
|
Travel and Expenses
: You may be required to travel as necessary to perform your job duties. The Company will reimburse you for reasonable and customary expenses incurred during the course of business travel upon presentation of expense statements or vouchers or such other information as the Company may reasonably require in accordance with Company policies.
|
•
|
Vacation
: You will be entitled to 20 days of vacation leave per year. Scheduling of vacation time will be subject to prior approval. Vacation time does not rollover without prior approval of the Chief Executive Officer.
|
•
|
Sick days
: You will be entitled to 10 sick days per year for actual illness. If you are absent from work for more than three consecutive days, you may be required to produce a doctor’s note.
|
•
|
Benefits
: You will be entitled to participate in such employee benefit plans and insurance programs offered by the Company, or which it may adopt from time to time, for its employees, in accordance with the eligibility requirements for participation therein and applicable law.
|
•
|
Remuneration
:
|
i.
|
Base Salary
:
Annual Base Salary of US$350,000, which will be paid monthly on or about the 23
rd
of each month to a local bank account. Salary reviews will take place, at a minimum, every three years. Changes in salary, if any, will be instituted in March effective as of January 1.
|
ii.
|
Relocation Allowance
:
Within 30 days of the Start Date, a relocation allowance of US$25,000 will be paid to the employee.
|
iii.
|
Bonus
:
Your annual target bonus is US$165,000. Bonus awards will be based on the Company’s performance in relation to targets established by the Board of Directors annually and your individual performance in relation to your assigned duties. The bonus, if any, will be evaluated annually in February of the following year. The bonus may contain a cash portion and a deferred portion the latter of which is dependent on the Company’s results. For the 2014 performance year, 30% of your target bonus will be evaluated based on qualitative factors such as personal goals and objectives and 70% will be based on quantitative factors such as underwriting results. The quantitative bonus can vary up or down based on the Company’s underwriting performance. The 2014 quantitative bonus, if any, will be paid in three installments as follows: 33% on or before March 15, 2018 and March 15, 2019 and 34% on or before March 15, 2020. Thereafter, the quantitative bonus, if any, will be paid in accordance with the Company’s Compensation Plan.
|
iv.
|
Sign-On Shares
:
In connection with you accepting the position offered hereby, the Company will recommend to the Board that you will be awarded Restricted Class A Ordinary shares of the Company’s stock, with an issuance value of US$100,000. The shares shall be evidenced by, and subject to, the terms and conditions of the Greenlight Capital Re, Ltd. 2004 Stock Incentive Plan. The shares will fully vest on third anniversary of issuance.
|
v.
|
Long-term Incentive Plan
:
You will be eligible for the Company’s Long-term Incentive Plan. As a participant in the plan you will be eligible for further grants of restricted shares as well as option grants, from time to time, subject to the approval of the Board. Vesting of options and/or restricted share grants and other terms and conditions of any such awards will be specified in your award agreement(s), if any. Your target LTIP will be US$205,000.
|
vi.
|
Pension:
The Company has established a pension plan in compliance with the Cayman Pension Act. The Company will pay the employee share of the required pension amounts on your behalf. This benefit is subject to change in the event that the requirements of the Cayman Pension Act are amended or revised.
|
•
|
Tax Advice
: For U.S., Canadian and British citizens filing tax returns, the Company has arranged to have Federal Tax returns prepared at the Company’s expense, subject to a limit of US$5,000 annually. The service provider will be agreed by the Company.
|
•
|
Work Permit
: As a non-Caymanian, the Company will be required to obtain a work permit for you from the Cayman Islands Immigration Department prior to your employment by the Company. This offer is predicated on the work permit being acquired and becomes null and void if the Company is unable to obtain the work permit from the Immigration Department.
|
•
|
Notice
: You may terminate your employment with the Company upon 180 days written notice. Upon your voluntary termination and satisfaction of the 180 day notice period, you will be paid any accrued but unpaid base salary and any unused vacation time. If you do not satisfy the 180 day notice period, all unused vacation time shall be forfeited.
|
•
|
Contingencies
: Your employment will be contingent upon compliance with the Code of Conduct (to be promulgated by the Company), the Tax Operating Guidelines, and any other Operating Guidelines promulgated by the Company.
|
•
|
Representation
: You represent and warrant to the Company and you acknowledge that the Company has relied on such representation in offering employment to you and that:
|
i.
|
the performance of your duties to the Company hereunder will not violate the terms of any agreement with any third party and;
|
ii.
|
you have not made material misrepresentations nor omissions to the Company in respect of any previous employment, qualifications or generally.
|
•
|
Restrictive Covenants
:
|
i.
|
Non-Compete
. In consideration of the benefits provided for in this letter, you covenant and agree that during your term of employment and for a period of six (6) months following the termination of employment for whatever reason, or following the date of cessation of the last violation of this Agreement, or from the date of entry by a court of competent jurisdiction of a final, unappealable judgment enforcing this covenant, whichever of the foregoing is last to occur, you will not, for yourself, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, principal, agent, lender, director, officer, manager, trustee, representative, employee or consultant), directly or indirectly, be employed by, provide services to, in any way be connected, associated or have any interest in, or give advice or consultation to any business which competes, directly or indirectly with any aspect of the Company’s business.
|
ii.
|
Non-Solicitation of Employees
. In consideration of the benefits provided for in this Agreement, you covenant and agree that during the term of employment and for a period of one (1) year thereafter, you shall not, without the prior written permission of the Company, (i) directly or indirectly solicit, employ or retain, or have or cause any other person or entity to solicit, employ or retain, any person who is employed or is providing services to the Company at the time of your termination of employment or was or is providing such services within the twelve (12) month period before or after your termination of employment or (ii) request or cause any employee of the Company to breach or threaten to breach any terms of said employee’s agreements with the Company or to terminate his/her employment with the Company.
|
iii.
|
Non-Solicitation of Clients and Customers
. In consideration of the benefits provided for in this letter, you covenant and agree that during the term of employment and for a period of one (1) year thereafter, you will not, for yourself, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant), directly or indirectly: (i) solicit or accept any business that is directly related to the business of the Company from any person or entity who, at the time of, or at the time during the twenty-four (24) month period preceding, termination was an existing or prospective customer or client of the Company; (ii) request or cause any of the Company’s clients or customers to cancel or terminate any business relationship with the Company involving services or activities which were directly or indirectly the responsibility of the Company during your employment or (iii) pursue any Company project known to you upon termination of your employment that the Company is actively pursuing (or was actively pursuing within six months of termination) while the Company is (or is contemplating) actively pursuing such project.
|
iv.
|
Other
. Your employment is contingent upon your execution of our Intellectual Property and Confidentiality agreement.
|
|
Nine months ended September 30, 2014
|
|
Nine months ended September 30, 2013
|
|
(2)
|
|
(2)
|
Ratio of Earnings to Fixed Charges (1)
|
3.92
|
|
8.38
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Greenlight Capital Re, Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Dated:
|
November 3, 2014
|
/s/ Barton Hedges
|
|
|
Barton Hedges
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Greenlight Capital Re, Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Dated:
|
November 3, 2014
|
/s/ Tim Courtis
|
|
|
Tim Courtis
|
|
|
Chief Financial Officer
|
Dated:
|
November 3, 2014
|
/s/ Barton Hedges
|
|
|
Barton Hedges
|
Dated:
|
November 3, 2014
|
/s/ Tim Courtis
|
|
|
Tim Courtis
|