x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Cayman Islands
|
N/A
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Title of Class
|
Name of Exchange on Which Registered
|
Class A ordinary shares,
$0.10 par value per share
|
The Nasdaq Stock Market LLC
|
Class A Ordinary Shares, $0.10 par value
|
30,130,214
|
Class B Ordinary Shares, $0.10 par value
|
6,254,715
|
(Class)
|
Outstanding as of February 22, 2019
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Page
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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●
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Our results of operations will likely fluctuate from period to period and may not be indicative of our long-term prospects;
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●
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Rating agencies may downgrade or withdraw either of our ratings;
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●
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Under our investment management structure, we have limited control over Solasglas Investments, LP (“SILP”);
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●
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SILP may be concentrated in a few large positions, which could result in large losses;
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●
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Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit;
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●
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If our losses and loss adjustment expenses greatly exceed our loss reserves, our financial condition may be significantly and negatively affected;
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●
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We may face risks from future strategic transactions such as acquisitions, dispositions, mergers or joint ventures;
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●
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The effect of emerging claim and coverage issues on our business is uncertain;
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●
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The property and casualty reinsurance market may be affected by cyclical trends;
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●
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Loss of key executives could adversely impact our ability to implement our business strategy; and
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●
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Currency fluctuations could result in exchange rate losses and negatively impact our business.
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●
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where we have domain-specific expertise and a high level of market access, we may seek to act as the lead underwriter to achieve greater influence in negotiating pricing, terms and conditions;
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●
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where our expertise is sufficient to thoroughly evaluate the risk, we will generally seek to participate on syndicated placements that have been negotiated and priced by another party that we judge to have market-leading expertise in the class, or as a quota share retrocessionaire of a market-leading reinsurer.
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●
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the value we add to a partnership primarily comes from application of our risk expertise, not solely capital or reinsurance support;
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●
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the partnership adds expertise to our company, in specific risk areas, technology, product innovation, and/or other areas;
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●
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the partnership provides access to a pool of capital, to products and/or to distribution;
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●
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overall, the partnership creates a combined effort that generates durable strategic and/or competitive position in one or more markets, and increases our opportunity for revenue growth and margin expansion.
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●
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target markets and lines of business where we believe an appropriate risk/reward profile exists;
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●
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attract and retain clients with expertise in their respective lines of business;
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●
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employ strict underwriting discipline; and
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●
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select reinsurance opportunities with anticipated favorable returns on capital over the life of the contract.
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Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial
|
|
$
|
10,487
|
|
|
1.8
|
%
|
|
$
|
12,256
|
|
|
1.8
|
%
|
|
$
|
9,419
|
|
|
1.8
|
%
|
Motor
|
|
76,425
|
|
|
13.5
|
|
|
71,188
|
|
|
10.2
|
|
|
38,428
|
|
|
7.2
|
|
|||
Personal
|
|
14,118
|
|
|
2.5
|
|
|
49,491
|
|
|
7.2
|
|
|
46,327
|
|
|
8.6
|
|
|||
Total Property
|
|
101,030
|
|
|
17.8
|
|
|
132,935
|
|
|
19.2
|
|
|
94,174
|
|
|
17.6
|
|
|||
Casualty
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
General Liability
|
|
1,429
|
|
|
0.3
|
|
|
4,753
|
|
|
0.7
|
|
|
11,746
|
|
|
2.2
|
|
|||
Motor Liability
|
|
291,690
|
|
|
51.4
|
|
|
281,551
|
|
|
40.6
|
|
|
223,620
|
|
|
41.7
|
|
|||
Professional Liability
|
|
3,068
|
|
|
0.5
|
|
|
8,703
|
|
|
1.3
|
|
|
11,036
|
|
|
2.1
|
|
|||
Workers' Compensation
|
|
24,101
|
|
|
4.3
|
|
|
24,803
|
|
|
3.6
|
|
|
8,743
|
|
|
1.6
|
|
|||
Multi-line *
|
|
57,497
|
|
|
10.1
|
|
|
123,340
|
|
|
17.8
|
|
|
95,055
|
|
|
17.7
|
|
|||
Total Casualty
|
|
377,785
|
|
|
66.6
|
|
|
443,150
|
|
|
64.0
|
|
|
350,200
|
|
|
65.3
|
|
|||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accident & Health
|
|
69,605
|
|
|
12.2
|
|
|
66,800
|
|
|
9.6
|
|
|
52,114
|
|
|
9.6
|
|
|||
Financial
|
|
16,611
|
|
|
2.9
|
|
|
48,380
|
|
|
7.0
|
|
|
34,034
|
|
|
6.4
|
|
|||
Marine
|
|
394
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
1,496
|
|
|
0.3
|
|
|||
Other Specialty
|
|
2,106
|
|
|
0.4
|
|
|
1,386
|
|
|
0.2
|
|
|
4,054
|
|
|
0.8
|
|
|||
Total Other
|
|
88,716
|
|
|
15.6
|
|
|
116,566
|
|
|
16.8
|
|
|
91,698
|
|
|
17.1
|
|
|||
|
|
$
|
567,531
|
|
|
100.0
|
%
|
|
$
|
692,651
|
|
|
100.0
|
%
|
|
$
|
536,072
|
|
|
100.0
|
%
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
U.S. and Caribbean
|
|
$
|
507,705
|
|
|
89.5
|
%
|
|
$
|
606,510
|
|
|
87.6
|
%
|
|
$
|
432,144
|
|
|
80.6
|
%
|
Worldwide
(1)
|
|
59,366
|
|
|
10.5
|
|
|
86,714
|
|
|
12.5
|
|
|
97,810
|
|
|
18.2
|
|
|||
Europe
(2)
|
|
506
|
|
|
—
|
|
|
(612
|
)
|
|
(0.1
|
)
|
|
6,250
|
|
|
1.2
|
|
|||
Asia
(2)
|
|
(46
|
)
|
|
—
|
|
|
39
|
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
|||
|
|
$
|
567,531
|
|
|
100.0
|
%
|
|
$
|
692,651
|
|
|
100.0
|
%
|
|
$
|
536,072
|
|
|
100.0
|
%
|
(1)
|
“Worldwide” is composed of contracts that reinsure risks in more than one geographic area and do not specifically exclude the U.S.
|
(2)
|
The negative balances represent the reversal of premiums due to premium adjustments, termination of contracts and/or premium returned upon novation or commutation of contracts.
|
|
●
|
customized solutions that address the specific business needs of our clients;
|
|
●
|
demonstrated expertise in the underlying reinsured exposures and in the operation of the contracts;
|
|
●
|
rapid response to risk submissions;
|
|
●
|
timely payment of claims;
|
|
●
|
financial security; and
|
|
●
|
clear indication of risks we will and will not underwrite.
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
Guy Carpenter
|
|
$
|
376,696
|
|
|
66.4
|
%
|
|
$
|
366,390
|
|
|
52.9
|
%
|
|
$
|
274,816
|
|
|
51.3
|
%
|
Aon Benfield
|
|
70,554
|
|
|
12.4
|
|
|
125,320
|
|
|
18.1
|
|
|
104,684
|
|
|
19.5
|
|
|||
|
|
$
|
447,250
|
|
|
78.8
|
%
|
|
$
|
491,710
|
|
|
71.0
|
%
|
|
$
|
379,500
|
|
|
70.8
|
%
|
|
●
|
the client’s and industry’s historical loss data;
|
|
●
|
the expected duration for claims to fully develop;
|
|
●
|
the client’s pricing and underwriting strategies;
|
|
●
|
the geographic areas in which the client is doing business and its market share;
|
|
●
|
the reputation and financial strength of the client and its management and underwriting teams;
|
|
●
|
the reputation and expertise of the broker;
|
|
●
|
the likelihood of establishing a long-term relationship with the client and the broker; and
|
|
●
|
reports provided by independent industry specialists.
|
|
●
|
to maintain capital and a margin of solvency in accordance with the capital and solvency requirements prescribed by the Law;
|
|
●
|
to carry on its business in accordance with the terms of the license application submitted to CIMA and to seek the prior approval of CIMA for any proposed change thereto;
|
|
●
|
to maintain adequate arrangements for the management of risks and a system of governance as approved by CIMA;
|
|
●
|
to maintain a minimum of at least two directors and to seek the prior approval of CIMA in respect of the appointment of directors and officers and to provide CIMA with information in connection therewith and notification of any changes thereto;
|
|
●
|
to have a place of business in the Cayman Islands and to maintain such resources, including staff and facilities, books and records as CIMA considers appropriate having regard for the nature and scale of the business of Greenlight Re;
|
|
●
|
to submit to CIMA an annual return in the prescribed form together with:
|
|
|
- financial statements prepared in accordance with any internationally recognized accounting standards, audited by an independent auditor approved by CIMA;
|
|
|
- an actuarial valuation of Greenlight Re’s assets and liabilities, certified by an actuary approved by CIMA;
|
|
|
- certification of solvency prepared by a person approved by CIMA in accordance with the prescribed requirements;
|
|
|
- confirmation that the information contained in Greenlight Re’s license application, as modified by any subsequent changes, remains correct;
|
|
|
- such other information as may be prescribed by CIMA; and
|
|
●
|
to pay an annual license fee.
|
|
●
|
to maintain a general review of insurance practices in the Cayman Islands;
|
|
●
|
to examine the affairs or business of any licensee or other person carrying on, or who has carried on, insurance business in order to ensure that the Law has been complied with and that the licensee is in a sound financial position and is carrying on its business in a fit and proper manner;
|
|
●
|
to examine and report on the annual returns delivered to CIMA in terms of the Law; and
|
|
●
|
to examine and make recommendations with respect to, among other things, proposals for the revocation of licenses and cases of suspected insolvency of licensed entities.
|
|
●
|
Composition of Investments:
At least 80% of the assets in its Investment Portfolio (as defined in the Limited Partnership Agreement) will be held in debt or equity securities (including swaps) of publicly-traded companies (or their subsidiaries), governments of the Organization of Economic Co-operation and Development high income countries, cash, cash equivalents and gold. No more than 10% of the assets in its Investment Portfolio will be held in private equity securities.
|
|
●
|
Concentration of Investments:
Other than cash, cash equivalents, United States government obligations and gold, no single investment in its Investment Portfolio will constitute more than 20% of the Investment Portfolio.
|
|
●
|
Liquidity:
Assets will be invested in such fashion that Greenlight Re has a reasonable expectation that it can meet any of its liabilities as they become due. Greenlight Re will review with the Investment Advisor the liquidity of the portfolio on a periodic basis.
|
|
●
|
Monitoring:
Greenlight Re will require the Investment Advisor to re-evaluate each position in its Investment Portfolio and to monitor changes in intrinsic value and trading value and provide monthly reports on its Investment Portfolio to Greenlight Re as Greenlight Re may reasonably determine.
|
|
●
|
Leverage:
Greenlight Re’s Investment Portfolio may not employ greater than 15% indebtedness for borrowed money, including net margin balances, for extended time periods. The Investment Advisor may employ, in the normal course of business, up to 30% indebtedness for periods of less than 30 days.
|
|
Currency hedging activities are excluded from leverage calculations.
Where the Investment Advisor enters into a secondary investment with the primary purpose of reducing the risk of another existing investment then the investment advisor may exclude the secondary investment from the calculation of leverage provided that the Investment Advisor receives approval from Greenlight Re’s Chief Financial Officer. Such authority is limited such that no more than 10% of indebtedness may be excluded from leverage calculations for such secondary investments.
|
|
●
|
Concentration of Investments
:
Other than cash, cash equivalents and United States government obligations, (1) no single investment in its Investment Portfolio will constitute more than 10% of its Investment Portfolio, (2) the 10 largest investments shall not constitute greater than 50% of its total Investment Portfolio, and (3) its Investment Portfolio shall at all times be composed of a minimum of 50 debt or equity securities of publicly traded companies (or their subsidiaries).
|
|
●
|
Leverage:
GRIL’s Investment Portfolio may not employ greater than 5% indebtedness for borrowed money, including net margin balances, for extended time periods. The Investment Advisor may use, in the normal course of business, an aggregate of up to 20% net margin leverage for periods of less than 30 days.
|
|
|
December 31
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
|
|
($ in thousands)
|
||||||||||||
Investment in related party investment fund, at fair value
|
|
$
|
235,612
|
|
|
79.9
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Debt instruments
|
|
—
|
|
|
—
|
|
|
7,180
|
|
|
0.5
|
|
||
Equities – listed
|
|
36,908
|
|
|
12.5
|
|
|
1,203,672
|
|
|
86.4
|
|
||
Commodities
|
|
—
|
|
|
—
|
|
|
121,502
|
|
|
8.7
|
|
||
Private investments and unlisted equity funds
|
|
6,405
|
|
|
2.2
|
|
|
30,630
|
|
|
2.2
|
|
||
Equity method investment
|
|
5,003
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
||
|
|
283,928
|
|
|
96.3
|
|
|
1,362,984
|
|
|
97.8
|
|
||
Funds and cash held with brokers and swap counterparties
|
|
10,920
|
|
|
3.7
|
|
|
39,383
|
|
|
2.8
|
|
||
Financial contracts, net
|
|
—
|
|
|
—
|
|
|
(9,329
|
)
|
|
(0.6
|
)
|
||
Total long investments
|
|
$
|
294,848
|
|
|
100.0
|
%
|
|
$
|
1,393,038
|
|
|
100.0
|
%
|
|
|
December 31
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
|
|
($ in thousands)
|
||||||||||||
Equities – listed
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
812,652
|
|
|
89.0
|
%
|
Sovereign debt – Non U.S.
|
|
—
|
|
|
—
|
|
|
100,145
|
|
|
11.0
|
|
||
Total short investments
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
912,797
|
|
|
100.0
|
%
|
|
|
December 31
|
||||||||||
|
|
2018
|
|
2017
|
||||||||
|
|
Long %
|
|
Short %
|
|
Long %
|
|
Short %
|
||||
Debt instruments
|
|
0.4
|
%
|
|
(1.7
|
)%
|
|
0.1
|
%
|
|
—
|
%
|
Equities & related derivatives
|
|
78.0
|
|
|
(50.0
|
)
|
|
98.5
|
|
|
(67.2
|
)
|
Private and unlisted equity securities
|
|
5.3
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
Total
|
|
83.7
|
%
|
|
(51.7
|
)%
|
|
100.7
|
%
|
|
(67.2
|
)%
|
Sector
|
|
Long %
|
|
Short %
|
|
Net %
|
|||
Communication Services
|
|
6.3
|
%
|
|
(6.9
|
)%
|
|
(0.6
|
)%
|
Consumer Discretionary
|
|
28.7
|
|
|
(15.3
|
)
|
|
13.4
|
|
Consumer Staples
|
|
0.5
|
|
|
(0.5
|
)
|
|
—
|
|
Energy
|
|
10.9
|
|
|
(0.4
|
)
|
|
10.5
|
|
Financial
|
|
23.9
|
|
|
(4.2
|
)
|
|
19.7
|
|
Healthcare
|
|
1.7
|
|
|
(7.6
|
)
|
|
(5.9
|
)
|
Industrials
|
|
6.1
|
|
|
(12.0
|
)
|
|
(5.9
|
)
|
Materials
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
Technology
|
|
4.0
|
|
|
(4.8
|
)
|
|
(0.8
|
)
|
Utilities
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Total
|
|
83.7
|
%
|
|
(51.7
|
)%
|
|
32.0
|
%
|
Capitalization
|
|
Long %
|
|
Short %
|
|
Net %
|
|||
Mega Cap Equity (≥$25 billion)
|
|
22.4
|
%
|
|
(27.9
|
)%
|
|
(5.5
|
)%
|
Large Cap Equity (≥$5 billion and <$25 billion)
|
|
12.7
|
|
|
(15.4
|
)
|
|
(2.7
|
)
|
Mid Cap Equity (≥$1 billion and <$5 billion)
|
|
33.7
|
|
|
(6.1
|
)
|
|
27.6
|
|
Small Cap Equity (<$1 billion)
|
|
9.2
|
|
|
(0.6
|
)
|
|
8.6
|
|
Debt Instruments
|
|
0.4
|
|
|
(1.7
|
)
|
|
(1.3
|
)
|
Other Investments
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
Total
|
|
83.7
|
%
|
|
(51.7
|
)%
|
|
32.0
|
%
|
Quarter
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
1st
|
|
(11.8
|
)%
|
|
0.9
|
%
|
|
2.5
|
%
|
|
(1.8
|
)%
|
|
(0.7
|
)%
|
2nd
|
|
(3.8
|
)
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|
(1.5
|
)
|
|
8.1
|
|
3rd
|
|
(8.4
|
)
|
|
5.5
|
|
|
3.1
|
|
|
(14.2
|
)
|
|
(3.7
|
)
|
4th
|
|
(10.2
|
)
|
|
(1.3
|
)
|
|
5.0
|
|
|
(4.0
|
)
|
|
5.3
|
|
Full Year
|
|
(30.3
|
)%
|
|
1.5
|
%
|
|
7.2
|
%
|
|
(20.2
|
)%
|
|
8.7
|
%
|
Acquisition costs
|
|
Ceding commission, profit commissions, brokerage fees, premium taxes and other direct expenses relating directly to the production of premiums.
|
Acquisition cost ratio
|
|
The acquisition cost ratio is calculated by dividing net acquisition costs by net premiums earned.
|
Actuary
|
|
A person professionally trained in the mathematical and technical aspects of insurance and related fields particularly in the calculation of premiums, loss reserves and other values.
|
Broker
|
|
An intermediary who negotiates contracts of insurance or reinsurance, receiving a commission for placement and other services rendered, between (1) a policyholder and a primary insurer, on behalf of the policyholder, (2) a primary insurer and a reinsurer, on behalf of the primary insurer, or (3) a reinsurer and a retrocessionaire, on behalf of the reinsurer.
|
Capacity
|
|
Capacity is the percentage of surplus, that an insurer or reinsurer is willing or able to place at risk or the dollar amount of exposure it is willing to assume. Capacity may apply to a single risk, a program, a line of business or an entire book of business. Capacity may be constrained by legal restrictions, corporate restrictions, or indirect financial restrictions such as capital adequacy requirements.
|
Casualty clash
|
|
Casualty clash primarily covers a single third party event that can affect multiple casualty policies. For example, a collapse of a building could give rise to a multiple claims under Engineering Errors and Omissions, Architect’s Errors and Omissions, and General Liability policies. The combined losses for all affected policies could give rise to a casualty clash loss.
|
Casualty reinsurance
|
|
Casualty reinsurance is primarily concerned with the losses caused by injuries to third persons (persons other than the policyholder) and the legal liability imposed on the policyholder resulting therefrom. This includes, but is not limited to workers’ compensation, automobile liability, and general liability. A greater degree of unpredictability is generally associated with casualty risks known as ‘‘long-tail risks,’’ where losses take time to become known and a claim may be separated from the circumstances that caused it by several years. An example of a long-tail casualty risk includes the use of certain drugs that may cause cancer or birth defects. There tends to be greater delay in the reporting and settlement of casualty reinsurance claims due to the long-tail nature of the underlying casualty risks and their greater potential for litigation.
|
Catastrophe
|
|
A severe loss, typically involving multiple claimants. Common perils include earthquakes, hurricanes, tsunamis, hailstorms, tornados, severe winter weather, floods, fires, explosions, volcanic eruptions and other natural or man-made disasters. Catastrophe losses may also arise from acts of war, acts of terrorism and political instability.
|
Cede; cedent
|
|
When a party reinsures its liability to another party, it ‘‘cedes’’ business to the reinsurer and is referred to as the ‘‘client.’’
|
Claim
|
|
Request by an insured or reinsured for indemnification by an insurance or reinsurance company for loss incurred from an insured peril or event.
|
Client
|
|
A party whose liability is reinsured by a reinsurer. Also known as a cedent.
|
Combined ratio
|
|
The combined ratio is the sum of the loss ratio, acquisition cost ratio and underwriting expense ratio.
|
Composite ratio
|
|
The composite ratio is the ratio of underwriting losses incurred, loss adjustment expenses and acquisition costs, excluding underwriting related general and administrative expenses, to net premiums earned, or equivalently, the sum of the loss ratio and acquisition cost ratio.
|
Co-participation
|
|
The payment by the insured of a predetermined proportion of all losses above the predetermined amount.
|
Corporate expenses
|
|
Corporate expenses include those costs associated with operating as a publicly listed entity as well as an allocation of other general and administrative expenses.
|
Development
|
|
The difference between the amount of reserves for losses and loss adjustment expenses initially estimated by an insurer or reinsurer and the amount re-estimated in an evaluation at a later date.
|
Excess of loss reinsurance
|
|
Reinsurance that indemnifies the reinsured against all or a specified portion of losses in excess of a specified dollar or percentage loss ratio amount.
|
Financial strength rating
|
|
The opinion of rating agencies regarding the financial ability of an insurance or reinsurance company to meet its financial obligations under its policies.
|
Frequency business
|
|
Insurance/reinsurance that is characterized by contracts containing a potential large number of smaller losses emanating from multiple events.
|
Gross premiums written
|
|
Total premiums for assumed reinsurance during a given period.
|
Health insurance
|
|
Insurance against loss by illness or bodily injury. Health insurance provides coverage for medicine, visits to the doctor or emergency room, hospital stays and other medical expenses.
|
Incurred but not reported (IBNR)
|
|
Reserves for estimated loss and loss adjustment expenses that have been incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer, including unknown future developments on loss and loss adjustment expenses which are known to the insurer or reinsurer.
|
Internal expense ratio
|
|
A ratio calculated by dividing general and administrative expenses by premiums earned.
|
Loss adjustment expenses (LAE)
|
|
The expenses of settling claims, including legal and other fees and the portion of general expenses allocated to claim settlement costs. Also known as claim adjustment expenses.
|
Loss ratio
|
|
The loss ratio is calculated by dividing net loss and loss adjustment expenses incurred by net premiums earned.
|
Loss reserves and loss adjustment expense reserves
|
|
Liabilities established by insurers and reinsurers to reflect the estimated cost of claims payments and the related expenses that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance contracts it has written. Reserves are established for losses and for loss adjustment expenses, and consist of reserves established with respect to individual reported claims and incurred but not reported losses.
|
Medical malpractice insurance
|
|
Medical malpractice insurance provides an indemnity to physicians and their employees for losses related to patient injuries arising from medical advice rendered or procedures performed.
|
Multi-line
|
|
Contracts that cover more than one line of business.
|
Net financial impact
|
|
The net impact of prior period loss development after taking into account net losses and loss expenses incurred, earned reinstatement premiums assumed and ceded, and adjustments to assumed and ceded acquisition costs and profit commissions.
|
Net premiums written
|
|
An insurer’s gross premiums written less premiums ceded to reinsurers.
|
Non-admitted insurers
|
|
An insurer not licensed to do business in the jurisdiction in question. Also known as an unauthorized insurer and unlicensed insurer.
|
Premiums; written, earned and unearned
|
|
Premiums represent the cost of insurance that is paid by the cedent or insured to the insurer or reinsurer. Written represents the complete amount of premiums received, and earned represents the amount recognized as income over a period of time. Unearned is the difference between written and earned premiums.
|
Probable maximum loss (PML)
|
|
PML is the anticipated loss, taking into account contract terms and limits, caused by a natural catastrophe affecting a broad geographic area, such as that caused by an earthquake or hurricane.
|
Professional liability insurance
|
|
Professional liability insurance protects a company and its representatives against legal claims arising from error or misconduct in providing or failing to provide professional services. This type of coverage includes errors and/or omissions policies, directors and officers coverage and specialty coverage like employment practices liability insurance.
|
Profit commission
|
|
A commission paid by a reinsurer to a ceding insurer based on a predetermined percentage of the profit realized by the reinsurer on the ceded business.
|
Property insurance
|
|
Property insurance covers a business’s building and its contents—money and securities, records, inventory, furniture, machinery, supplies and even intangible assets such as trademarks—when damage, theft or loss occurs.
|
Property catastrophe reinsurance
|
|
Property catastrophe reinsurance contracts are typically ‘‘all risk’’ in nature, meaning that they protect against losses from natural and/or man-made catastrophes. Losses on these contracts typically stem from direct property damage and business interruption.
|
Proportional reinsurance
|
|
All forms of reinsurance in which the reinsurer shares a proportional part of the original premiums and losses of the reinsured. In proportional reinsurance, the reinsurer generally pays the client a ceding commission. The ceding commission generally is based on the client’s cost of acquiring the business being reinsured (including commissions, premium taxes, assessments and miscellaneous administrative expenses) and also may include a profit component. Frequently referred to as quota-share reinsurance.
|
Quota-share reinsurance
|
|
A form of proportional reinsurance in which the reinsurer assumes an agreed percentage of each underlying insurance contract being reinsured.
|
Regulation 114 trusts
|
|
A three way investment trust agreement involving a cedent or client, a financial institution and a non-admitted reinsurer governed by Regulation 114 of the Official Compilation of Codes, Rules and Regulations (11 NYCRR4) of the New York State Insurance Department. Regulation 114 Trusts, also known as Reg 114 Trusts, must be maintained in the United States in an approved financial institution. Securities used to collateralize the trust are limited to cash and cash equivalents, U.S. Treasury securities, and fixed income securities rated ‘‘A’’ or higher.
|
Reinstatement premium
|
|
A Premium charged for the reinstatement of the amount of reinsurance coverage to its full amount reduced as a result of a reinsurance loss payment.
|
Reinsurance
|
|
An arrangement in which a reinsurer agrees to indemnify an insurance company, the client, against all or a portion of the insurance risks underwritten by the client under one or more policies. Reinsurance can provide a client with several benefits, including a reduction in net liability on individual risks and catastrophe protection from large or multiple losses. Reinsurance also provides a client with additional underwriting capacity by permitting it to accept larger risks and write more business than would be possible without a related increase in capital and surplus, and facilitates the maintenance of acceptable financial ratios by the client. Reinsurance does not legally discharge the client from its liability with respect to its obligations to the insured.
|
Reinsurer
|
|
An insurance company that assumes part of the risk in exchange for part of the premium to a primary insurer.
|
Retrocession; retrocessional coverage
|
|
A transaction whereby a reinsurer cedes to another reinsurer, commonly referred to as the retrocessionaire, all or part of the reinsurance that the first reinsurer has assumed. Retrocessional reinsurance does not legally discharge the ceding reinsurer from its liability with respect to its obligations to the reinsured.
|
Risk-free rate
|
|
The interest rate on a riskless, or safe, asset, usually taken to be a short-term U.S. government security.
|
Risk transfer
|
|
The shifting of all or a part of a risk to another party.
|
Self-insured retention (SIR)
|
|
A potential loss retained by an organization, i.e. not insured. The self-insured retention differs from a deductible because the insured performs all the functions normally undertaken by an insurance company for losses within the SIR, including claims adjusting and audits, funding and paying claims, and complying with applicable state and federal laws and regulations.
|
Severity business
|
|
Insurance/reinsurance that is characterized by contracts containing the potential for significant losses emanating from one event.
|
Surety and fidelity insurance
|
|
Surety and fidelity includes (1) insurance guaranteeing the fidelity of persons holding positions of public or private trust; (2) insurance guaranteeing the performance of contracts, other than insurance policies, and guaranteeing and executing bonds, undertakings and contracts of suretyship; and (3) insurance indemnifying banks, bankers, brokers, financial or moneyed corporations or associations against loss.
|
Underwriter
|
|
An employee of an insurance or reinsurance company who examines, accepts or rejects risks and classifies risks in order to charge an appropriate premium for each accepted risk.
|
Underwriting
|
|
The process of evaluating, defining, and pricing reinsurance risks including, where appropriate, the rejection of such risks, and the acceptance of the obligation to pay the reinsured under the terms of the contract.
|
Underwriting expense
|
|
Underwriting expenses include those expenses directly related to underwriting activities which are not eligible to be capitalized, as well as an allocation of other general and administrative expenses.
|
Underwriting expense ratio
|
|
The underwriting expense ratio includes those expenses directly related to underwriting activities as well as an allocation of other general and administrative expenses. Therefore, the underwriting expense ratio is the ratio of underwriting expenses to net premiums earned. In addition, the underwriting expense ratio includes any gain or loss resulting from deposit accounted contracts as well as any amortized cost of weather derivative swaps entered into as part of our underwriting activities
|
Workers’ compensation insurance
|
|
Workers’ compensation insurance provides medical, disability and lost-wage benefits to employees for injuries and illness sustained in the course of their employment.
|
|
|
|
|
●
|
our assessment of the quality of available reinsurance opportunities;
|
|
●
|
loss experience on our reinsurance liabilities;
|
|
●
|
reinsurance contract pricing;
|
|
●
|
the volume and mix of reinsurance products we underwrite;
|
|
●
|
the performance of our investment portfolio; and
|
|
●
|
our ability to assess and integrate our risk management strategy properly.
|
|
●
|
if A.M. Best alters its capital adequacy assessment methodology in a manner that would adversely affect the rating of our reinsurance entities;
|
|
●
|
if our actual losses significantly exceed our loss reserves;
|
|
●
|
if unfavorable financial or market trends impact us;
|
|
●
|
if we change our business practices from our organizational business plan in a manner that no longer supports our A.M. Best ratings;
|
|
●
|
if we are unable to retain our senior management and other key personnel; or
|
|
●
|
if our investments incur significant losses.
|
|
●
|
the general reputation and perceived financial strength of the reinsurer;
|
|
●
|
ratings assigned by independent rating agencies;
|
|
●
|
relationships with reinsurance brokers;
|
|
●
|
pricing;
|
|
●
|
ability to obtain terms and conditions appropriate with the risk being assumed and in accordance with our underwriting guidelines;
|
|
●
|
actual and perceived speed with which we pay claims; and
|
|
●
|
the experience and reputation of the members of our underwriting team in the particular lines of reinsurance we seek to underwrite.
|
|
●
|
the reporting delays that occur between the occurrence of an event or claim, its reporting to the primary insurance company and subsequent reporting to the reinsurance company by the primary insurance company;
|
|
●
|
the settlement delays associated with the reporting delays;
|
|
●
|
the diversity of development patterns among different types of reinsurance treaties; and
|
|
●
|
the necessary reliance on the client for information regarding claims.
|
|
●
|
fund liquidity needs caused by underwriting or investment losses;
|
|
●
|
meet rating agency capital requirements;
|
|
●
|
replace capital lost in the event of significant reinsurance losses or adverse reserve developments or significant investment losses;
|
|
●
|
satisfy collateral requirements that may be imposed by our clients or by regulators;
|
|
●
|
meet applicable statutory jurisdiction requirements; or
|
|
●
|
respond to competitive pressures.
|
|
●
|
we cease to carry on reinsurance business;
|
|
●
|
the direction and management of our reinsurance business has not been conducted in a fit and proper manner;
|
|
●
|
a person holding a position as a director, manager or officer is not a fit and proper person to hold the respective position; or
|
|
●
|
we become bankrupt or go into liquidation or we are wound up or otherwise dissolved.
|
|
●
|
a material violation of applicable law relating to DME II’s or DME Advisors’ advisory business;
|
|
●
|
DME II’s or DME Advisors’ gross negligence, willful misconduct or reckless disregard of DME II’s obligations under the SILP LPA or DME Advisors’ obligations under the IAA;
|
|
●
|
a material breach by DME II or DME Advisors of Greenlight Re’s or GRIL’s investment guidelines that is not cured within a 15-day period; or
|
|
●
|
a material breach by DME II or DME Advisors of its obligations under 5.2 of the SILP LPA, which relate to timely redemption of partnership interests.
|
•
|
limit our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes;
|
•
|
require a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
make us more vulnerable to economic downturns and limiting our ability to withstand competitive pressures or take advantage of new opportunities to grow our business.
|
|
●
|
the statutory provisions as to majority vote have been complied with;
|
|
|
|
|
●
|
the shareholders have been fairly represented at the meeting in question;
|
|
|
|
|
●
|
the scheme of arrangement is such as a businessperson would reasonably approve; and
|
|
|
|
|
●
|
the scheme of arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.
|
|
●
|
our gross income attributable to insurance or reinsurance policies where the direct or indirect insureds are our direct or indirect United States shareholders or persons related to such United States shareholders equals or exceeds 20% of our gross insurance income in any taxable year; and
|
|
●
|
direct or indirect insureds and persons related to such insureds owned directly or indirectly 20% or more of the voting power or value of our stock,
|
|
|
Year ended December 31
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
($ in thousands, except per share and share amounts)
|
||||||||||||||||||
Selected Consolidated Statement of Operations Data
|
|
|
||||||||||||||||||
Gross premiums written
|
|
$
|
567,531
|
|
|
$
|
692,651
|
|
|
$
|
536,072
|
|
|
$
|
502,124
|
|
|
$
|
324,023
|
|
Net premiums earned
|
|
508,363
|
|
|
626,004
|
|
|
513,118
|
|
|
408,387
|
|
|
354,240
|
|
|||||
Net investment income (loss)
|
|
(323,106
|
)
|
|
20,231
|
|
|
76,183
|
|
|
(281,924
|
)
|
|
122,575
|
|
|||||
Loss and loss adjustment expenses incurred, net
|
|
363,873
|
|
|
502,404
|
|
|
380,815
|
|
|
317,097
|
|
|
234,986
|
|
|||||
Acquisition costs, net
|
|
145,475
|
|
|
161,740
|
|
|
134,534
|
|
|
116,207
|
|
|
107,665
|
|
|||||
General and administrative expenses
|
|
25,173
|
|
|
26,356
|
|
|
25,808
|
|
|
23,434
|
|
|
24,500
|
|
|||||
Net income (loss) attributable to Greenlight Capital Re, Ltd.
|
|
$
|
(350,054
|
)
|
|
$
|
(44,952
|
)
|
|
$
|
44,881
|
|
|
$
|
(326,425
|
)
|
|
$
|
109,592
|
|
Earnings (Loss) Per Share Data
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
(9.74
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
1.20
|
|
|
$
|
(8.90
|
)
|
|
$
|
2.94
|
|
Diluted
|
|
(9.74
|
)
|
|
(1.21
|
)
|
|
1.20
|
|
|
(8.90
|
)
|
|
2.89
|
|
|||||
Weighted average number of ordinary shares used in the determination of earnings and loss per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
35,951,659
|
|
|
37,002,260
|
|
|
37,267,145
|
|
|
36,670,466
|
|
|
37,242,687
|
|
|||||
Diluted
|
|
35,951,659
|
|
|
37,002,260
|
|
|
37,340,018
|
|
|
36,670,466
|
|
|
37,874,387
|
|
|||||
Underwriting Income (Loss) and Selected Ratios
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Underwriting income (loss) *
|
|
$
|
(14,384
|
)
|
|
$
|
(53,628
|
)
|
|
$
|
(18,814
|
)
|
|
$
|
(41,909
|
)
|
|
$
|
(4,908
|
)
|
Loss ratio
|
|
71.6
|
%
|
|
80.3
|
%
|
|
74.2
|
%
|
|
77.6
|
%
|
|
66.3
|
%
|
|||||
Acquisition cost ratio
|
|
28.6
|
%
|
|
25.8
|
%
|
|
26.2
|
%
|
|
28.5
|
%
|
|
30.4
|
%
|
|||||
Underwriting expense ratio
|
|
2.6
|
%
|
|
2.5
|
%
|
|
3.2
|
%
|
|
4.2
|
%
|
|
4.7
|
%
|
|||||
Combined ratio
|
|
102.8
|
%
|
|
108.6
|
%
|
|
103.6
|
%
|
|
110.3
|
%
|
|
101.4
|
%
|
|
|
December 31
|
||||||||||||||||||
|
|
2018
#
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
($ in thousands, except per share and share amounts)
|
||||||||||||||||||
Selected Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total investments
|
|
$
|
283,928
|
|
|
$
|
1,362,984
|
|
|
$
|
1,022,537
|
|
|
$
|
1,064,164
|
|
|
$
|
1,430,978
|
|
Cash and cash equivalents
|
|
18,215
|
|
|
27,285
|
|
|
39,858
|
|
|
112,162
|
|
|
12,030
|
|
|||||
Restricted cash and cash equivalents
|
|
685,016
|
|
|
1,503,813
|
|
|
1,202,651
|
|
|
1,236,589
|
|
|
1,296,914
|
|
|||||
Total assets
|
|
1,435,445
|
|
|
3,357,393
|
|
|
2,664,693
|
|
|
2,712,522
|
|
|
2,995,292
|
|
|||||
Securities sold, not yet purchased, at fair value
|
|
—
|
|
|
912,797
|
|
|
859,902
|
|
|
882,906
|
|
|
1,090,731
|
|
|||||
Due to prime brokers and other financial institutions
|
|
—
|
|
|
672,700
|
|
|
319,830
|
|
|
396,453
|
|
|
211,070
|
|
|||||
Loss and loss adjustment expense reserves ^
|
|
482,662
|
|
|
464,380
|
|
|
306,641
|
|
|
305,997
|
|
|
264,243
|
|
|||||
Unearned premium reserves
|
|
211,789
|
|
|
255,818
|
|
|
222,527
|
|
|
211,954
|
|
|
128,736
|
|
|||||
Total liabilities
|
|
955,981
|
|
|
2,505,967
|
|
|
1,773,006
|
|
|
1,863,749
|
|
|
1,801,251
|
|
|||||
Total equity
|
|
477,772
|
|
|
844,257
|
|
|
885,803
|
|
|
836,509
|
|
|
1,179,384
|
|
|||||
Adjusted book value*
(2)
|
|
477,287
|
|
|
831,324
|
|
|
874,242
|
|
|
825,391
|
|
|
1,165,151
|
|
|||||
Diluted adjusted book value*
(3)
|
|
$
|
477,287
|
|
|
$
|
845,183
|
|
|
$
|
876,362
|
|
|
$
|
836,944
|
|
|
$
|
1,184,779
|
|
Ordinary shares outstanding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
36,384,929
|
|
|
37,359,545
|
|
|
37,366,327
|
|
|
37,027,467
|
|
|
37,384,543
|
|
|||||
Diluted
(4)
|
|
36,431,327
|
|
|
38,039,229
|
|
|
37,489,647
|
|
|
37,744,807
|
|
|
38,516,460
|
|
|||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic adjusted book value per share*
(5)
|
|
$
|
13.12
|
|
|
$
|
22.25
|
|
|
$
|
23.40
|
|
|
$
|
22.29
|
|
|
$
|
31.17
|
|
Fully diluted adjusted book value per share*
(6)
|
|
13.10
|
|
|
22.22
|
|
|
23.38
|
|
|
22.17
|
|
|
30.76
|
|
(1)
|
The Company treats its unvested restricted stock awards, which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid as “participating securities.” Basic earnings (loss) per share is calculated on the basis of the weighted average number of common shares and participating securities outstanding during the period. Diluted earnings (or loss) per share includes the dilutive effect of the following: (i) RSUs issued that would convert to common shares upon vesting, (ii) additional potential common shares issuable when stock options are exercised, determined using the treasury stock method, and (iii) those common shares with the potential to be issued by virtue of convertible debt and other such convertible instruments, determined using the treasury stock method. Diluted earnings (or loss) per share contemplates a conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. In the event of a net loss, all RSUs, stock options outstanding, convertible debt and participating securities are excluded from the calculation of both basic and diluted loss per share since their inclusion would be anti-dilutive.
|
(2)
|
Adjusted book value equals total shareholders’ equity minus non-controlling interest in Joint Venture.
|
(3)
|
Diluted adjusted book value is the adjusted book value plus the proceeds from the exercise of in-the-money options issued and outstanding at year end.
|
(4)
|
Diluted number of shares outstanding is the sum of basic shares outstanding and the in-the-money options and restricted stock units issued and outstanding at year end.
|
(5)
|
Basic adjusted book value per share is calculated by dividing adjusted book value by the number of shares and share equivalents issued and outstanding at year end.
|
(6)
|
Fully diluted adjusted book value per share is calculated by dividing the diluted adjusted book value by the diluted number of shares outstanding at year end.
|
#
|
The movements from 2017 to 2018 in “Total investments”, “Restricted cash and cash equivalents”, “Securities sold, not yet purchased”, and “Due to prime brokers and other financial institutions”, related primarily to the change in our investment structure during the year ended December 31, 2018.
|
*
|
Adjusted book value, diluted adjusted book value, basic adjusted book value per share, fully diluted adjusted book value per share and underwriting income (loss) are non-GAAP measures. For a reconciliation of the non-GAAP measures to the most comparable GAAP measures, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations”.
|
^
|
For detailed discussion of change in loss and loss adjustment expenses, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition” and Note 8 to the consolidated financial statements.
|
|
●
|
Property
|
|
●
|
Casualty
|
|
●
|
Other
|
|
●
|
premiums from reinsurance on property and casualty business assumed; and
|
|
●
|
income from investments.
|
|
●
|
underwriting losses and loss adjustment expenses;
|
|
●
|
acquisition costs;
|
|
●
|
general and administrative expenses;
|
|
●
|
interest expense; and
|
|
●
|
investment-related expenses.
|
•
|
Basic adjusted book value per share;
|
•
|
Fully diluted adjusted book value per share;
|
•
|
Net underwriting income (loss).
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
|
($ in thousands, except per share and share amounts)
|
||||||||||
Numerator for basic adjusted and fully diluted adjusted book value per share:
|
|
|
|
|
|
||||||
Total equity (U.S. GAAP)
|
$
|
477,772
|
|
|
$
|
844,257
|
|
|
$
|
885,803
|
|
Less: Non-controlling interest in joint venture
|
(485
|
)
|
|
(12,933
|
)
|
|
(11,561
|
)
|
|||
Numerator for basic adjusted book value per share
|
477,287
|
|
|
831,324
|
|
|
874,242
|
|
|||
Add: Proceeds from in-the-money stock options issued and outstanding
|
—
|
|
|
13,859
|
|
|
2,120
|
|
|||
Numerator for fully diluted adjusted book value per share
|
$
|
477,287
|
|
|
$
|
845,183
|
|
|
$
|
876,362
|
|
Denominator for basic adjusted and fully diluted adjusted book value per share:
|
|
|
|
|
|
||||||
Ordinary shares issued and outstanding (denominator for basic adjusted book value per share)
|
36,384,929
|
|
|
37,359,545
|
|
|
37,366,327
|
|
|||
Add: In-the-money stock options and RSUs issued and outstanding
|
46,398
|
|
|
679,684
|
|
|
123,320
|
|
|||
Denominator for fully diluted adjusted book value per share
|
36,431,327
|
|
|
38,039,229
|
|
|
37,489,647
|
|
|||
Basic adjusted book value per share
|
$
|
13.12
|
|
|
$
|
22.25
|
|
|
$
|
23.40
|
|
Increase (decrease) in basic adjusted book value per share ($)
|
(9.13
|
)
|
|
(1.15
|
)
|
|
1.11
|
|
|||
Increase (decrease) in basic adjusted book value per share (%)
|
(41.0
|
)
|
|
(4.9
|
)
|
|
5.0
|
|
|||
|
|
|
|
|
|
||||||
Fully diluted adjusted book value per share
|
$
|
13.10
|
|
|
$
|
22.22
|
|
|
$
|
23.38
|
|
Change in fully diluted adjusted book value per share ($)
|
(9.12
|
)
|
|
(1.16
|
)
|
|
1.21
|
|
|||
Change in fully diluted adjusted book value per share (%)
|
(41.0
|
)
|
|
(5.0
|
)
|
|
5.5
|
|
|
Year ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in thousands)
|
||||||||||
Income (loss) before income tax
|
$
|
(353,997
|
)
|
|
$
|
(44,825
|
)
|
|
$
|
47,209
|
|
Add (subtract):
|
|
|
|
|
|
||||||
Investment related (income) loss
|
323,106
|
|
|
(20,231
|
)
|
|
(76,183
|
)
|
|||
Other (income) expense
|
1,943
|
|
|
210
|
|
|
935
|
|
|||
Corporate expenses
|
12,059
|
|
|
11,218
|
|
|
9,225
|
|
|||
Interest expense
|
2,505
|
|
|
—
|
|
|
—
|
|
|||
Net underwriting income (loss)
|
$
|
(14,384
|
)
|
|
$
|
(53,628
|
)
|
|
$
|
(18,814
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands, except percentages)
|
||||||||||
Underwriting revenue
|
|
|
|
|
|
|
||||||
Gross premiums written
|
|
$
|
567,531
|
|
|
$
|
692,651
|
|
|
$
|
536,072
|
|
Gross premiums ceded
|
|
(102,788
|
)
|
|
(56,587
|
)
|
|
(10,015
|
)
|
|||
Net premiums written
|
|
464,743
|
|
|
636,064
|
|
|
526,057
|
|
|||
Change in net unearned premium reserves
|
|
43,620
|
|
|
(10,060
|
)
|
|
(12,939
|
)
|
|||
Net premiums earned
|
|
508,363
|
|
|
626,004
|
|
|
513,118
|
|
|||
Underwriting expenses
|
|
|
|
|
|
|
||||||
Loss and LAE incurred, net
|
|
|
|
|
|
|
||||||
Current year
|
|
363,871
|
|
|
466,247
|
|
|
345,303
|
|
|||
Prior year *
|
|
2
|
|
|
36,157
|
|
|
35,512
|
|
|||
Loss and LAE incurred, net
|
|
363,873
|
|
|
502,404
|
|
|
380,815
|
|
|||
Acquisition costs, net
|
|
145,475
|
|
|
161,740
|
|
|
134,534
|
|
|||
Underwriting expenses
|
|
13,114
|
|
|
15,138
|
|
|
16,583
|
|
|||
Deposit accounting expense (income)
|
|
285
|
|
|
350
|
|
|
—
|
|
|||
Underwriting income (loss)
|
|
(14,384
|
)
|
|
(53,628
|
)
|
|
(18,814
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) from investment in related party investment fund
|
|
(60,573
|
)
|
|
—
|
|
|
—
|
|
|||
Net investment income (loss)
|
|
(262,533
|
)
|
|
20,231
|
|
|
76,183
|
|
|||
Net investment result
|
|
$
|
(323,106
|
)
|
|
$
|
20,231
|
|
|
$
|
76,183
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(354,329
|
)
|
|
$
|
(44,374
|
)
|
|
$
|
46,700
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to the Company
|
|
$
|
(350,054
|
)
|
|
$
|
(44,952
|
)
|
|
$
|
44,881
|
|
|
|
|
|
|
|
|
||||||
Loss ratio - current year
|
|
71.6
|
%
|
|
74.5
|
%
|
|
67.3
|
%
|
|||
Loss ratio - prior year
|
|
—
|
%
|
|
5.8
|
%
|
|
6.9
|
%
|
|||
Loss ratio
|
|
71.6
|
%
|
|
80.3
|
%
|
|
74.2
|
%
|
|||
Acquisition cost ratio
|
|
28.6
|
%
|
|
25.8
|
%
|
|
26.2
|
%
|
|||
Composite ratio
|
|
100.2
|
%
|
|
106.1
|
%
|
|
100.4
|
%
|
|||
Underwriting expense ratio
|
|
2.6
|
%
|
|
2.5
|
%
|
|
3.2
|
%
|
|||
Combined ratio
|
|
102.8
|
%
|
|
108.6
|
%
|
|
103.6
|
%
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
Property
|
|
$
|
101,030
|
|
|
17.8
|
%
|
|
$
|
132,935
|
|
|
19.2
|
%
|
|
$
|
94,174
|
|
|
17.6
|
%
|
Casualty
|
|
377,785
|
|
|
66.6
|
|
|
443,150
|
|
|
64.0
|
|
|
350,200
|
|
|
65.3
|
|
|||
Other
|
|
88,716
|
|
|
15.6
|
|
|
116,566
|
|
|
16.8
|
|
|
91,698
|
|
|
17.1
|
|
|||
Total
|
|
$
|
567,531
|
|
|
100.0
|
%
|
|
$
|
692,651
|
|
|
100.0
|
%
|
|
$
|
536,072
|
|
|
100.0
|
%
|
Gross Premiums Written
|
||||||
Year ended December 31, 2018
|
||||||
|
|
Increase (decrease)
($ in millions) |
|
% change
|
|
Explanation
|
Property
|
|
$(31.9)
|
|
(24.0)%
|
|
The decrease was primarily due to homeowners’ insurance contracts that were not renewed, partially offset by an increase in gross premiums written relating to private passenger automobile contracts.
|
Casualty
|
|
$(65.4)
|
|
(14.8)%
|
|
The decrease was primarily due to a multi-line casualty contract renewed in 2018 at a lower share. To a lesser extent the decrease was due to change in premium estimates on another multi-line contract.
|
Other
|
|
$(27.8)
|
|
(23.9)%
|
|
The decrease was primarily due to commutation of a mortgage reinsurance contract during third quarter of 2018, and certain other mortgage insurance contracts renewed at a lower share compared to the expiring contracts. The decrease was partially offset by an increase relating to medical stop-loss business including some contracts where the underlying volume increased compared to the same period in 2017.
|
Gross Premiums Written
|
||||||
Year ended December 31, 2017
|
||||||
|
|
Increase (decrease)
($ in millions) |
|
% change
|
|
Explanation
|
Property
|
|
$38.8
|
|
41.2%
|
|
The increase was primarily due to growth in the volume of underlying policies on existing private passenger automobile contracts and new private passenger automobile contracts entered into during 2017 and late 2016. To a lesser extent, the increase in property premiums was also due to new excess of loss catastrophe contracts and reinstatement premiums recorded on those contracts resulting from natural catastrophe losses during the period.
The increases were partially offset by a homeowners’ property contract that was commuted during 2017. The comparative period gross premiums written relating to this contract included in-force unearned premiums.
|
Casualty
|
|
$93.0
|
|
26.5%
|
|
The increase was primarily due to growth in the volume of underlying policies on new and existing private passenger motor contracts. Additionally a new workers’ compensation contract and growth in volume of business written on multi-line contracts also contributed to the increase in casualty premiums written during 2017.
|
Other
|
|
$24.9
|
|
27.1%
|
|
The increase was partially due to a new transactional liability contract bound during the fourth quarter of 2016, resulting in full year’s premiums being recorded during 2017. Additionally, the increase was partially due to growth in the volume of underlying policies on existing employer medical stop-loss contracts, and to a lesser extent, due to new employer medical stop-loss contracts entered during 2017.
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
Property
|
|
$
|
76,200
|
|
|
16.4
|
%
|
|
$
|
121,368
|
|
|
19.1
|
%
|
|
$
|
92,939
|
|
|
17.7
|
%
|
Casualty
|
|
300,503
|
|
|
64.7
|
|
|
398,298
|
|
|
62.6
|
|
|
341,479
|
|
|
64.9
|
|
|||
Other
|
|
88,040
|
|
|
18.9
|
|
|
116,398
|
|
|
18.3
|
|
|
91,639
|
|
|
17.4
|
|
|||
Total
|
|
$
|
464,743
|
|
|
100.0
|
%
|
|
$
|
636,064
|
|
|
100.0
|
%
|
|
$
|
526,057
|
|
|
100.0
|
%
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
Property
|
|
$
|
84,116
|
|
|
16.6
|
%
|
|
$
|
134,402
|
|
|
21.5
|
%
|
|
$
|
92,038
|
|
|
17.9
|
%
|
Casualty
|
|
321,998
|
|
|
63.3
|
|
|
401,849
|
|
|
64.2
|
|
|
348,119
|
|
|
67.9
|
|
|||
Other
|
|
102,249
|
|
|
20.1
|
|
|
89,753
|
|
|
14.3
|
|
|
72,961
|
|
|
14.2
|
|
|||
Total
|
|
$
|
508,363
|
|
|
100.0
|
%
|
|
$
|
626,004
|
|
|
100.0
|
%
|
|
$
|
513,118
|
|
|
100.0
|
%
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
Property
|
|
$
|
63,563
|
|
|
17.5
|
%
|
|
$
|
126,401
|
|
|
25.1
|
%
|
|
$
|
61,588
|
|
|
16.2
|
%
|
Casualty
|
|
243,091
|
|
|
66.8
|
|
|
316,800
|
|
|
63.1
|
|
|
274,569
|
|
|
72.1
|
|
|||
Other
|
|
57,219
|
|
|
15.7
|
|
|
59,203
|
|
|
11.8
|
|
|
44,658
|
|
|
11.7
|
|
|||
Total
|
|
$
|
363,873
|
|
|
100.0
|
%
|
|
$
|
502,404
|
|
|
100.0
|
%
|
|
$
|
380,815
|
|
|
100.0
|
%
|
|
|
Increase (decrease)
($ in millions) |
|
% change
|
|
Explanation
|
Property
|
|
$(62.8)
|
|
(49.7)%
|
|
The decrease in losses incurred was partially due to lower level of losses relating to natural catastrophes during 2018 of $21.0 million compared to losses incurred of $50.4 million during the same period in 2017. In addition, the lower property losses incurred during the 2018 were partially due to a homeowners’ insurance contract that was commuted at the end of 2017.
These developments were also the primary drivers of the 18.4 percentage-point decrease in the property loss ratio.
|
Casualty
|
|
$(73.7)
|
|
(23.3)%
|
|
The decrease in losses incurred was primarily due to a decrease in casualty exposure, which corresponds with the decrease in net earned premiums as explained above. This decrease in exposure was in part driven by the retrocession of private passenger automobile contracts resulting in increased losses recovered from retrocessionaires. The decrease also reflected the adverse loss development recorded during 2017 on various multi-line and casualty contracts, which did not have comparable loss development during 2018.
This decrease in adverse development also drove the 3.3 percentage-point decrease in the loss ratio. Partially offsetting this decrease was an increase in adverse loss development during 2018 relating to professional indemnity, motor liability and general liability contracts.
|
Other
|
|
$(2.0)
|
|
(3.4)%
|
|
The decrease was primarily driven by favorable loss development on mortgage contracts during 2018, and a decrease in exposure to transactional liability business, which corresponded with a decrease in the associated net premium earned.
These decreases were partially offset by an increase in losses incurred on medical stop-loss business, which corresponded with an increase in net premiums earned. The favorable loss development was the primary driver of the 10.0 percentage-point improvement in the loss ratio. The decrease in the loss ratio also reflects improved terms and conditions associated with health business earned during 2018 as compared to 2017. |
|
|
Increase (decrease)
($ in millions) |
|
% change
|
|
Explanation
|
Property
|
|
$64.8
|
|
105.2%
|
|
The increase was primarily due to catastrophe losses incurred during 2017 of $50.4 million, compared to the catastrophe losses incurred during 2016 of $4.4 million. To a lesser extent, the increase was due to the increased exposure to automobile contracts, which corresponded with an increase in net premiums earned.
The increase in natural catastrophe losses in 2017 over 2016 was the primary driver of the 27.1 percentage-point increase in the loss ratio.
|
Casualty
|
|
$42.2
|
|
15.4%
|
|
The increase primarily resulted from an increased exposure to workers’ compensation and automobile contracts, which corresponded with an increase in net premiums earned. To a lesser extent, the increase was partially related to increase in reserves due to adverse loss development on prior year professional liability and multi-line contracts.
|
Other
|
|
$14.5
|
|
32.6%
|
|
The increase was primarily related to greater exposure to medical stop-loss contracts (which corresponded with an increase in net premiums earned) as well as increased adverse loss development on the same business.
This adverse development was also the primary driver of the 4.8 percentage-point increase in the loss ratio from 2016 to 2017. |
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
Property
|
|
$
|
20,190
|
|
|
13.9
|
%
|
|
$
|
35,852
|
|
|
22.2
|
%
|
|
$
|
27,492
|
|
|
20.4
|
%
|
Casualty
|
|
84,279
|
|
|
57.9
|
|
|
95,822
|
|
|
59.2
|
|
|
85,283
|
|
|
63.4
|
|
|||
Other
|
|
41,006
|
|
|
28.2
|
|
|
30,066
|
|
|
18.6
|
|
|
21,759
|
|
|
16.2
|
|
|||
Total
|
|
$
|
145,475
|
|
|
100.0
|
%
|
|
$
|
161,740
|
|
|
100.0
|
%
|
|
$
|
134,534
|
|
|
100.0
|
%
|
|
|
Increase / (decrease) in acquisition cost ratio points
|
Explanation
|
Property
|
|
(2.7)
|
The decrease was primarily due to a decrease in the in-force homeowners’ insurance business assumed, which has a higher rate of ceding commission than other property contracts. The decrease was partially offset by a higher acquisition cost ratio on motor business in 2018 primarily due to a change in structure on current contracts that resulted in higher ceding commissions.
|
Casualty
|
|
2.4
|
The increase was primarily due to (i) the reversal of profit commissions on multi-line and professional liability contracts that experienced adverse development during 2017 and (ii) changes in the structure of certain motor contracts.
|
Other
|
|
6.6
|
The increase was primarily due to an increase in profit commissions resulting from favorable loss development on mortgage insurance contracts, partially offset by lower ceding commissions on health business.
|
|
|
Increase / (decrease) in acquisition cost ratio points
|
Explanation
|
Property
|
|
(3.2)
|
The decrease was primarily related to (i) increased reinstatement premiums earned on catastrophe contracts, which generally incorporate low acquisition costs, and (ii) lower ceding commission rates on homeowners’ insurance.
|
Casualty
|
|
(0.7)
|
The decrease was due primarily to the reversal of a profit commission on a multi-line contract due to an increase in losses incurred during 2017.
|
Other
|
|
3.7
|
The increase was due primarily to an increase in mortgage business earned during 2017 over 2016. Mortgage premiums generally incorporate a relatively high acquisition cost ratio.
|
|
Year ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
($ in thousands)
|
||||||||||
Underwriting expenses
|
$
|
13,114
|
|
|
$
|
15,138
|
|
|
$
|
16,583
|
|
Corporate expenses
|
12,059
|
|
|
11,218
|
|
|
9,225
|
|
|||
General and administrative expenses
|
$
|
25,173
|
|
|
$
|
26,356
|
|
|
$
|
25,808
|
|
|
|
Year ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
($ in thousands)
|
||||||||||
Realized gains (losses)
|
|
$
|
(236,887
|
)
|
|
$
|
87,618
|
|
|
$
|
(113,836
|
)
|
Change in unrealized gains and losses
|
|
(32,597
|
)
|
|
(41,444
|
)
|
|
209,993
|
|
|||
Investment related foreign exchange gains (losses)
|
|
938
|
|
|
(7,653
|
)
|
|
2,988
|
|
|||
Interest and dividend income, net of withholding taxes
|
|
35,468
|
|
|
25,510
|
|
|
23,915
|
|
|||
Interest, dividend and other expenses
|
|
(17,987
|
)
|
|
(23,937
|
)
|
|
(22,334
|
)
|
|||
Investment advisor compensation on joint venture
|
|
(11,221
|
)
|
|
(19,863
|
)
|
|
(24,543
|
)
|
|||
Income (loss) from equity method investment
|
|
(247
|
)
|
|
—
|
|
|
—
|
|
|||
Net investment income (loss)
|
|
$
|
(262,533
|
)
|
|
$
|
20,231
|
|
|
$
|
76,183
|
|
Income (loss) from investments in related party investment fund
|
|
$
|
(60,573
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total investment related income (loss)
|
|
$
|
(323,106
|
)
|
|
$
|
20,231
|
|
|
$
|
76,183
|
|
|
Year ended December 31
|
|
Year ended December 31
|
|
Year ended December 31
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
Property
|
|
Casualty
|
|
Other
|
|
Total
|
|
Property
|
|
Casualty
|
|
Other
|
|
Total
|
|
Property
|
|
Casualty
|
|
Other
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss ratio
|
75.6
|
%
|
|
75.5
|
%
|
|
56.0
|
%
|
|
71.6
|
%
|
|
94.0
|
%
|
|
78.8
|
%
|
|
66.0
|
%
|
|
80.3
|
%
|
|
66.9
|
%
|
|
78.9
|
%
|
|
61.2
|
%
|
|
74.2
|
%
|
Acquisition cost ratio
|
24.0
|
|
|
26.2
|
|
|
40.1
|
|
|
28.6
|
|
|
26.7
|
|
|
23.8
|
|
|
33.5
|
|
|
25.8
|
|
|
29.9
|
|
|
24.5
|
|
|
29.8
|
|
|
26.2
|
|
Composite ratio
|
99.6
|
%
|
|
101.7
|
%
|
|
96.1
|
%
|
|
100.2
|
%
|
|
120.7
|
%
|
|
102.6
|
%
|
|
99.5
|
%
|
|
106.1
|
%
|
|
96.8
|
%
|
|
103.4
|
%
|
|
91.0
|
%
|
|
100.4
|
%
|
Underwriting expense ratio
|
|
|
|
|
|
|
2.6
|
|
|
|
|
|
|
|
|
2.5
|
|
|
|
|
|
|
|
|
3.2
|
|
|||||||||
Combined ratio
|
|
|
|
|
|
|
102.8
|
%
|
|
|
|
|
|
|
|
108.6
|
%
|
|
|
|
|
|
|
|
103.6
|
%
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Case
Reserves |
|
IBNR
|
|
Total
|
|
Case
Reserves |
|
IBNR
|
|
Total
|
||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||
Property
|
$
|
57,850
|
|
|
$
|
30,977
|
|
|
$
|
88,827
|
|
|
$
|
59,278
|
|
|
$
|
29,235
|
|
|
$
|
88,513
|
|
Casualty
|
133,881
|
|
|
221,212
|
|
|
355,093
|
|
|
101,770
|
|
|
228,696
|
|
|
330,466
|
|
||||||
Other
|
20,179
|
|
|
18,563
|
|
|
38,742
|
|
|
17,040
|
|
|
28,361
|
|
|
45,401
|
|
||||||
Total
|
$
|
211,910
|
|
|
$
|
270,752
|
|
|
$
|
482,662
|
|
|
$
|
178,088
|
|
|
$
|
286,292
|
|
|
$
|
464,380
|
|
|
|
January 1, 2019
|
||||||
|
|
1-in-250 year return period
|
||||||
Zone
|
|
Single Event Loss
|
|
Aggregate Loss
|
||||
|
|
($ in thousands)
|
||||||
United States, Canada and the Caribbean
|
|
$
|
91,483
|
|
|
$
|
107,635
|
|
Europe
|
|
43,937
|
|
|
48,848
|
|
||
Japan
|
|
23,348
|
|
|
25,584
|
|
||
Rest of the world
|
|
24,025
|
|
|
26,500
|
|
||
Maximum
|
|
91,483
|
|
|
117,475
|
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
|
Total
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
Operating lease obligations
(1)
|
$
|
169
|
|
|
$
|
232
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
401
|
|
Interest and convertible note payable
(2)
|
4,000
|
|
|
8,000
|
|
|
106,400
|
|
|
—
|
|
|
118,400
|
|
|||||
Loan facility
(3)
|
5,750
|
|
|
|
|
|
|
|
|
5,750
|
|
||||||||
Loss and loss adjustment expense reserves
(4)
|
244,710
|
|
|
132,732
|
|
|
46,818
|
|
|
58,402
|
|
|
482,662
|
|
|||||
|
$
|
254,629
|
|
|
$
|
140,964
|
|
|
$
|
153,218
|
|
|
$
|
58,402
|
|
|
$
|
607,213
|
|
(3)
|
As of
December 31, 2018
, we had made a commitment to fund
$5.8 million
under a
$6.0 million
loan facility (See Note
4
). For purposes of the above table, we have assumed that the entire commitment will be made within one year.
|
•
|
|
equity price risk;
|
•
|
|
commodity price risk;
|
•
|
|
foreign currency risk;
|
•
|
|
interest rate risk;
|
•
|
|
credit risk; and
|
•
|
|
political risk.
|
|
10% increase in commodity prices
|
|
10% decrease in commodity prices
|
||||||||||
Commodity
|
Change in
fair value |
|
Change in fair value as % of investments
|
|
Change in
fair value |
|
Change in fair value as % of investments
|
||||||
|
($ in thousands)
|
|
|
|
($ in thousands)
|
|
|
||||||
Gold
|
$
|
8,878
|
|
|
1.7
|
%
|
|
$
|
(8,878
|
)
|
|
(1.7
|
)%
|
|
10% increase in U.S. dollar
|
|
10% decrease in U.S. dollar
|
||||||||||
Foreign Currency
|
Change in
fair value |
|
Change in fair value as % of investments
|
|
Change in
fair value |
|
Change in fair value as % of investments
|
||||||
|
($ in thousands)
|
||||||||||||
British Pound
|
$
|
(138
|
)
|
|
—
|
%
|
|
$
|
138
|
|
|
—
|
%
|
Euro
|
(243
|
)
|
|
—
|
|
|
243
|
|
|
—
|
|
||
Other
|
240
|
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
||
Total
|
$
|
(141
|
)
|
|
—
|
%
|
|
$
|
141
|
|
|
—
|
%
|
|
100 basis point increase
in interest rates |
|
100 basis point decrease
in interest rates |
||||||||||
|
Change in
fair value |
|
Change in fair value as % of investments
|
|
Change in
fair value |
|
Change in fair value as % of investments
|
||||||
|
($ in thousands)
|
||||||||||||
Debt instruments
|
$
|
221
|
|
|
—
|
%
|
|
$
|
(229
|
)
|
|
—
|
%
|
Interest rate swaps
|
3,309
|
|
|
0.7
|
|
|
(3,309
|
)
|
|
(0.7
|
)
|
||
Net exposure to interest rate risk
|
$
|
3,530
|
|
|
0.7
|
%
|
|
$
|
(3,538
|
)
|
|
(0.7
|
)%
|
|
●
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
|
|
|
|
●
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
|
|
|
|
●
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
|
|
|
Page
|
|
|
(a)(1)
|
Financial Statements
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
Notes to the Consolidated Financial Statements
|
|
|
|
(a)(2)
|
Financial Statement Schedules
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
(a)(3)
|
The exhibits required to be filed by this Item 15. are set forth in the
Exhibit Index
accompanying this report.
|
|
|
|
|
GREENLIGHT CAPITAL RE, LTD.
|
By:
|
/s/ Simon Burton
|
|
Simon Burton
Chief Executive Officer |
|
February 27, 2019
|
|
/s/ DAVID M. EINHORN
|
|
/s/ LEONARD GOLDBERG
|
|
David M. Einhorn
Director |
|
Leonard Goldberg
Director |
|
February 27, 2019
|
|
February 27, 2019
|
|
|
|
|
|
/s/ FRANK D. LACKNER
|
|
/s/ ALAN BROOKS
|
|
Frank D. Lackner
Director |
|
Alan Brooks
Director |
|
February 27, 2019
|
|
February 27, 2019
|
|
|
|
|
|
/s/ IAN ISAACS
|
|
/s/ JOSEPH P. PLATT
|
|
Ian Isaacs
Director |
|
Joseph P. Platt
Director |
|
February 27, 2019
|
|
February 27, 2019
|
|
|
|
|
|
/s/ TIM COURTIS
|
|
/s/ BRYAN MURPHY
|
|
Tim Courtis
Chief Financial Officer (principal financial and accounting officer) |
|
Bryan Murphy
Director |
|
February 27, 2019
|
|
February 27, 2019
|
|
|
|
|
|
/s/ SIMON BURTON
|
|
/s/ HOPE TAITZ
|
|
Simon Burton
Chief Executive Officer (principal executive officer) |
|
Hope Taitz
Director |
|
February 27, 2019
|
|
February 27, 2019
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Investments
|
|
|
|
||||
Investment in related party investment fund, at fair value
|
$
|
235,612
|
|
|
$
|
—
|
|
Debt instruments, trading, at fair value
|
—
|
|
|
7,180
|
|
||
Equity securities, trading, at fair value
|
36,908
|
|
|
1,203,672
|
|
||
Other investments
|
11,408
|
|
|
152,132
|
|
||
Total investments
|
283,928
|
|
|
1,362,984
|
|
||
Cash and cash equivalents
|
18,215
|
|
|
27,285
|
|
||
Restricted cash and cash equivalents
|
685,016
|
|
|
1,503,813
|
|
||
Financial contracts receivable, at fair value
|
—
|
|
|
12,893
|
|
||
Reinsurance balances receivable
|
300,251
|
|
|
301,762
|
|
||
Loss and loss adjustment expenses recoverable
|
43,705
|
|
|
29,459
|
|
||
Deferred acquisition costs, net
|
49,929
|
|
|
62,350
|
|
||
Unearned premiums ceded
|
24,981
|
|
|
25,120
|
|
||
Notes receivable, net
|
26,861
|
|
|
28,497
|
|
||
Other assets
|
2,559
|
|
|
3,230
|
|
||
Total assets
|
$
|
1,435,445
|
|
|
$
|
3,357,393
|
|
Liabilities and equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Due to related party investment fund
|
$
|
9,642
|
|
|
$
|
—
|
|
Securities sold, not yet purchased, at fair value
|
—
|
|
|
912,797
|
|
||
Financial contracts payable, at fair value
|
—
|
|
|
22,222
|
|
||
Due to prime brokers and other financial institutions
|
—
|
|
|
672,700
|
|
||
Loss and loss adjustment expense reserves
|
482,662
|
|
|
464,380
|
|
||
Unearned premium reserves
|
211,789
|
|
|
255,818
|
|
||
Reinsurance balances payable
|
139,218
|
|
|
144,058
|
|
||
Funds withheld
|
16,418
|
|
|
23,579
|
|
||
Other liabilities
|
5,067
|
|
|
10,413
|
|
||
Convertible senior notes payable, net of deferred costs
|
91,185
|
|
|
—
|
|
||
Total liabilities
|
955,981
|
|
|
2,505,967
|
|
||
|
|
|
|
||||
Redeemable non-controlling interest in related party joint venture
|
1,692
|
|
|
7,169
|
|
||
|
|
|
|
||||
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, 30,130,214 (2017: 31,104,830): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,715 (2017: 6,254,715))
|
3,638
|
|
|
3,736
|
|
||
Additional paid-in capital
|
499,726
|
|
|
503,316
|
|
||
Retained earnings (deficit)
|
(26,077
|
)
|
|
324,272
|
|
||
Shareholders’ equity attributable to Greenlight Capital Re, Ltd.
|
477,287
|
|
|
831,324
|
|
||
Non-controlling interest in related party joint venture
|
485
|
|
|
12,933
|
|
||
Total equity
|
477,772
|
|
|
844,257
|
|
||
Total liabilities, redeemable non-controlling interest and equity
|
$
|
1,435,445
|
|
|
$
|
3,357,393
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
Gross premiums written
|
$
|
567,531
|
|
|
$
|
692,651
|
|
|
$
|
536,072
|
|
Gross premiums ceded
|
(102,788
|
)
|
|
(56,587
|
)
|
|
(10,015
|
)
|
|||
Net premiums written
|
464,743
|
|
|
636,064
|
|
|
526,057
|
|
|||
Change in net unearned premium reserves
|
43,620
|
|
|
(10,060
|
)
|
|
(12,939
|
)
|
|||
Net premiums earned
|
508,363
|
|
|
626,004
|
|
|
513,118
|
|
|||
Income (loss) from investment in related party investment fund [net of related party expenses of $3,100, $0 and $0, respectively]
|
(60,573
|
)
|
|
—
|
|
|
—
|
|
|||
Net investment income (loss) [net of related party expenses of $11,221, $19,863 and $24,543, respectively]
|
(262,533
|
)
|
|
20,231
|
|
|
76,183
|
|
|||
Other income (expense), net
|
(2,228
|
)
|
|
(560
|
)
|
|
(935
|
)
|
|||
Total revenues
|
183,029
|
|
|
645,675
|
|
|
588,366
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Loss and loss adjustment expenses incurred, net
|
363,873
|
|
|
502,404
|
|
|
380,815
|
|
|||
Acquisition costs, net
|
145,475
|
|
|
161,740
|
|
|
134,534
|
|
|||
General and administrative expenses
|
25,173
|
|
|
26,356
|
|
|
25,808
|
|
|||
Interest expense
|
2,505
|
|
|
—
|
|
|
—
|
|
|||
Total expenses
|
537,026
|
|
|
690,500
|
|
|
541,157
|
|
|||
Income (loss) before income tax
|
(353,997
|
)
|
|
(44,825
|
)
|
|
47,209
|
|
|||
Income tax (expense) benefit
|
(332
|
)
|
|
451
|
|
|
(509
|
)
|
|||
Net income (loss)
|
(354,329
|
)
|
|
(44,374
|
)
|
|
46,700
|
|
|||
Loss (income) attributable to non-controlling interest in related party joint venture
|
4,275
|
|
|
(578
|
)
|
|
(1,819
|
)
|
|||
Net income (loss) attributable to Greenlight Capital Re, Ltd.
|
$
|
(350,054
|
)
|
|
$
|
(44,952
|
)
|
|
$
|
44,881
|
|
Earnings (loss) per share
|
|
|
|
|
|
||||||
Basic
|
$
|
(9.74
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
1.20
|
|
Diluted
|
$
|
(9.74
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
1.20
|
|
Weighted average number of ordinary shares used in the determination of earnings and loss per share
|
|
|
|
|
|
||||||
Basic
|
35,951,659
|
|
|
37,002,260
|
|
|
37,267,145
|
|
|||
Diluted
|
35,951,659
|
|
|
37,002,260
|
|
|
37,340,018
|
|
|
Ordinary share capital
|
|
Additional paid-in capital
|
|
Retained earnings (deficit)
|
|
Shareholders’ equity attributable to Greenlight Capital Re, Ltd.
|
|
Non-controlling
interest in joint venture |
|
Total equity
|
||||||||||||
Balance at December 31, 2015
|
$
|
3,703
|
|
|
$
|
496,401
|
|
|
$
|
325,287
|
|
|
$
|
825,391
|
|
|
$
|
11,118
|
|
|
$
|
836,509
|
|
Issue of Class A ordinary shares, net of forfeitures
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Share-based compensation expense, net of forfeitures
|
—
|
|
|
3,936
|
|
|
—
|
|
|
3,936
|
|
|
—
|
|
|
3,936
|
|
||||||
Change in non-controlling interest in related party joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
443
|
|
|
443
|
|
||||||
Net income (loss) attributable to Greenlight Capital Re, Ltd.
|
—
|
|
|
—
|
|
|
44,881
|
|
|
44,881
|
|
|
—
|
|
|
44,881
|
|
||||||
Balance at December 31, 2016
|
$
|
3,737
|
|
|
$
|
500,337
|
|
|
$
|
370,168
|
|
|
$
|
874,242
|
|
|
$
|
11,561
|
|
|
$
|
885,803
|
|
Issue of Class A ordinary shares, net of forfeitures
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
Repurchase of Class A ordinary shares
|
(14
|
)
|
|
(1,861
|
)
|
|
(944
|
)
|
|
(2,819
|
)
|
|
—
|
|
|
(2,819
|
)
|
||||||
Share-based compensation expense, net of forfeitures
|
—
|
|
|
4,840
|
|
|
—
|
|
|
4,840
|
|
|
—
|
|
|
4,840
|
|
||||||
Change in non-controlling interest in related party joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,372
|
|
|
1,372
|
|
||||||
Net income (loss) attributable to Greenlight Capital Re, Ltd.
|
—
|
|
|
—
|
|
|
(44,952
|
)
|
|
(44,952
|
)
|
|
—
|
|
|
(44,952
|
)
|
||||||
Balance at December 31, 2017
|
$
|
3,736
|
|
|
$
|
503,316
|
|
|
$
|
324,272
|
|
|
$
|
831,324
|
|
|
$
|
12,933
|
|
|
$
|
844,257
|
|
Issue of Class A ordinary shares, net of forfeitures
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Repurchase of Class A ordinary shares
|
(118
|
)
|
|
(16,090
|
)
|
|
(295
|
)
|
|
(16,503
|
)
|
|
—
|
|
|
(16,503
|
)
|
||||||
Share-based compensation expense, net of forfeitures
|
—
|
|
|
4,604
|
|
|
—
|
|
|
4,604
|
|
|
—
|
|
|
4,604
|
|
||||||
Issuance of convertible notes
|
—
|
|
|
7,896
|
|
|
—
|
|
|
7,896
|
|
|
—
|
|
|
7,896
|
|
||||||
Change in non-controlling interest in related party joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,448
|
)
|
|
(12,448
|
)
|
||||||
Net income (loss) attributable to Greenlight Capital Re, Ltd.
|
—
|
|
|
—
|
|
|
(350,054
|
)
|
|
(350,054
|
)
|
|
—
|
|
|
(350,054
|
)
|
||||||
Balance at December 31, 2018
|
$
|
3,638
|
|
|
$
|
499,726
|
|
|
$
|
(26,077
|
)
|
|
$
|
477,287
|
|
|
$
|
485
|
|
|
$
|
477,772
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by (used in) operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(354,329
|
)
|
|
$
|
(44,374
|
)
|
|
$
|
46,700
|
|
Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities
|
|
|
|
|
|
||||||
Loss (income) from investments in related party investment fund
|
60,573
|
|
|
—
|
|
|
—
|
|
|||
Loss (income) from equity accounted investment
|
247
|
|
|
—
|
|
|
—
|
|
|||
Net change in unrealized gains and losses on investments and financial contracts
|
32,597
|
|
|
41,444
|
|
|
(209,993
|
)
|
|||
Net realized (gains) losses on investments and financial contracts
|
236,887
|
|
|
(87,618
|
)
|
|
113,836
|
|
|||
Foreign exchange (gains) losses on investments
|
186
|
|
|
5,292
|
|
|
3,094
|
|
|||
Share-based compensation expense, net of forfeitures
|
4,624
|
|
|
4,853
|
|
|
3,970
|
|
|||
Amortization and interest expense
|
2,505
|
|
|
—
|
|
|
—
|
|
|||
Depreciation expense
|
260
|
|
|
368
|
|
|
390
|
|
|||
Net change in
|
|
|
|
|
|
||||||
Reinsurance balances receivable
|
1,511
|
|
|
(82,636
|
)
|
|
(31,186
|
)
|
|||
Loss and loss adjustment expenses recoverable
|
(14,246
|
)
|
|
(26,755
|
)
|
|
664
|
|
|||
Deferred acquisition costs, net
|
12,421
|
|
|
(1,328
|
)
|
|
(1,199
|
)
|
|||
Unearned premiums ceded
|
139
|
|
|
(22,743
|
)
|
|
874
|
|
|||
Other assets
|
411
|
|
|
705
|
|
|
2,171
|
|
|||
Loss and loss adjustment expense reserves
|
18,282
|
|
|
157,739
|
|
|
644
|
|
|||
Unearned premium reserves
|
(44,029
|
)
|
|
33,291
|
|
|
10,573
|
|
|||
Reinsurance balances payable
|
(4,840
|
)
|
|
102,643
|
|
|
23,089
|
|
|||
Funds withheld
|
(7,161
|
)
|
|
17,652
|
|
|
(1,216
|
)
|
|||
Other liabilities
|
(5,346
|
)
|
|
(4,114
|
)
|
|
1,802
|
|
|||
Net cash provided by (used in) operating activities
|
(59,308
|
)
|
|
94,419
|
|
|
(35,787
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Proceeds from redemptions from related party investment fund
|
96,635
|
|
|
—
|
|
|
—
|
|
|||
Contributions to related party investment fund
|
(268,317
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of investments
|
(402,244
|
)
|
|
(1,120,549
|
)
|
|
(1,310,837
|
)
|
|||
Sales of investments, trading
|
1,002,374
|
|
|
1,036,665
|
|
|
1,470,118
|
|
|||
Payments for financial contracts
|
(129,907
|
)
|
|
(24,714
|
)
|
|
(60,414
|
)
|
|||
Proceeds from financial contracts
|
44,596
|
|
|
82,789
|
|
|
20,426
|
|
|||
Securities sold, not yet purchased
|
340,693
|
|
|
1,120,506
|
|
|
699,237
|
|
|||
Dispositions of securities sold, not yet purchased
|
(844,379
|
)
|
|
(1,253,176
|
)
|
|
(792,970
|
)
|
|||
Change in due to prime brokers and other financial institutions
|
(672,700
|
)
|
|
352,870
|
|
|
(76,623
|
)
|
|||
Change in notes receivable, net
|
1,636
|
|
|
5,237
|
|
|
(8,588
|
)
|
|||
Non-controlling interest contribution into (withdrawal from) related party joint venture, net
|
(13,650
|
)
|
|
2,079
|
|
|
(7,756
|
)
|
|||
Net cash provided by (used in) investing activities
|
(845,263
|
)
|
|
201,707
|
|
|
(67,407
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Net proceeds from issuance of convertible senior notes payable, net of costs
|
96,576
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of Class A ordinary shares
|
(16,503
|
)
|
|
(2,819
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
80,073
|
|
|
(2,819
|
)
|
|
—
|
|
|||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
|
(3,369
|
)
|
|
(4,718
|
)
|
|
(3,048
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(827,867
|
)
|
|
288,589
|
|
|
(106,242
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of the period (see Note 2)
|
1,531,098
|
|
|
1,242,509
|
|
|
1,348,751
|
|
|||
Cash, cash equivalents and restricted cash at end of the period (see Note 2)
|
$
|
703,231
|
|
|
$
|
1,531,098
|
|
|
$
|
1,242,509
|
|
Supplementary information
|
|
|
|
|
|
||||||
Interest paid in cash
|
$
|
11,088
|
|
|
$
|
10,062
|
|
|
$
|
7,823
|
|
Income tax paid in cash
|
4
|
|
|
—
|
|
|
—
|
|
|||
Non-cash transfer of investments (Note 3)
|
125,008
|
|
|
—
|
|
|
—
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
($ in thousands)
|
||||||
Cash and cash equivalents
|
$
|
18,215
|
|
|
$
|
27,285
|
|
Restricted cash and cash equivalents
|
685,016
|
|
|
1,503,813
|
|
||
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows
|
$
|
703,231
|
|
|
$
|
1,531,098
|
|
|
●
|
case reserves resulting from claims notified to the Company by its clients; and
|
|
●
|
reserves for estimated loss and loss adjustment expenses that have been incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer, including unknown future developments on loss and loss adjustment expenses which are known to the insurer or reinsurer).
|
|
●
|
Paid Loss Development Method
.
Ultimate losses are estimated by calculating past paid loss development factors and applying them to exposure periods with further expected paid loss development. The paid loss development method assumes that losses are paid in a consistent pattern. It provides an objective test of reported loss projections because paid losses contain no reserve estimates.
|
|
●
|
Reported Loss Development Method.
Ultimate losses are estimated by calculating past reported loss development factors and applying them to exposure periods with further expected reported loss development. Since reported losses include payments and case reserves, changes in both of these amounts are incorporated in this method.
|
|
●
|
Expected Loss Ratio Method.
Ultimate losses are estimated by multiplying earned premiums by an expected loss ratio. The expected loss ratio is selected using industry data, historical company data and actuarial professional judgment. This method is typically used for lines of business and contracts where there are no historical losses or where past loss experience is not considered applicable to the current period.
|
|
●
|
Bornhuetter-Ferguson Paid Loss Method.
Ultimate losses are estimated by modifying expected loss ratios to the extent that paid losses experienced to date differ from what would have been expected to have been paid based upon the selected paid loss development pattern. This method avoids some of the distortions that could result from a large development factor being applied to a small base of paid losses to calculate ultimate losses.
|
|
●
|
Bornhuetter-Ferguson Reported Loss Method.
Ultimate losses are estimated by modifying expected loss ratios to the extent reported losses experienced to date differ from what would have been expected to have been reported based upon the selected reported loss development pattern. This method avoids some of the distortions that could result from a large development factor being applied to a small base of reported losses to calculate ultimate losses.
|
|
●
|
Frequency / Severity Method.
Ultimate losses are estimated under this method by multiplying the ultimate number of claims (i.e. the frequency multiplied by the exposure base on which the frequency has been determined), by the estimated ultimate average cost per claim (i.e. the severity). This approach enables trends and patterns in the rates of claims emergence (i.e. reporting) and settlement (i.e. closure), as well as in the average cost of claims, to be analyzed separately.
|
•
|
RSUs issued that would convert to common shares upon vesting;
|
•
|
additional potential common shares issuable when stock options are exercised, determined using the treasury stock method; and
|
•
|
those common shares with the potential to be issued by virtue of convertible debt and other such convertible instruments, determined using the treasury stock method.
|
|
Year ended December 31
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average shares outstanding - basic
|
35,951,659
|
|
|
37,002,260
|
|
|
37,267,145
|
|
Effect of dilutive employee and director share-based awards
|
—
|
|
|
—
|
|
|
72,873
|
|
Weighted average shares outstanding - diluted
|
35,951,659
|
|
|
37,002,260
|
|
|
37,340,018
|
|
Anti-dilutive stock options outstanding
|
935,627
|
|
|
358,741
|
|
|
435,991
|
|
Participating securities excluded from calculation of loss per share
|
432,457
|
|
|
331,510
|
|
|
—
|
|
Non-cash transactions
|
($ in thousands)
|
||
Net investments transferred to related party investment fund (excluding cash and restricted cash)
|
$
|
124,344
|
|
Participating interest transferred to related party investment fund
|
664
|
|
|
Total non-cash transfer of assets
|
$
|
125,008
|
|
|
|
From September 1, 2018 (commencement of operations) to December 31, 2018
|
||
|
|
($ in thousands)
|
||
Investment income
|
|
|
||
Dividend income (net of withholding taxes)
|
|
$
|
2,160
|
|
Interest income
|
|
1,868
|
|
|
Total Investment income
|
|
4,028
|
|
|
|
|
|
||
Expenses
|
|
|
||
Management fee
|
|
(3,100
|
)
|
|
Interest
|
|
(2,627
|
)
|
|
Dividends
|
|
(1,608
|
)
|
|
Professional fees and other
|
|
(483
|
)
|
|
Total expenses
|
|
(7,818
|
)
|
|
Net investment income (loss)
|
|
(3,790
|
)
|
|
|
|
|
||
Realized and change in unrealized gains (losses) on investments
|
|
|
||
Net realized gain (loss) on investments
|
|
(80,996
|
)
|
|
Net change in unrealized appreciation on investments
|
|
14,789
|
|
|
Net gain (loss) on investments
|
|
(66,207
|
)
|
|
|
|
|
||
Net income (loss)
|
|
$
|
(69,997
|
)
|
|
|
|
||
GLRE Limited Partners’ share of net income (loss)
|
|
$
|
(60,573
|
)
|
|
|
December 31, 2018
|
||
|
|
($ in thousands)
|
||
Assets
|
|
|
||
Investments, at fair value
|
|
$
|
464,461
|
|
Due from brokers
|
|
77,821
|
|
|
Cash and cash equivalents
|
|
13,200
|
|
|
Interest and dividends receivable
|
|
2,358
|
|
|
Total assets
|
|
557,840
|
|
|
|
|
|
||
Liabilities and partners’ capital
|
|
|
||
Liabilities
|
|
|
||
Investments sold, not yet purchased, at fair value
|
|
(225,072
|
)
|
|
Notes Payable
|
|
(30,000
|
)
|
|
Due to brokers
|
|
(23,951
|
)
|
|
Interest and dividends payable
|
|
(1,238
|
)
|
|
Other liabilities
|
|
(169
|
)
|
|
Total liabilities
|
|
(280,430
|
)
|
|
|
|
|
||
Net Assets
|
|
$
|
277,410
|
|
|
|
|
||
GLRE Limited Partners’ share of Net Assets
|
|
$
|
235,612
|
|
|
|
Year ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
($ in thousands)
|
||||||||||
Gross realized gains
|
|
$
|
303,674
|
|
|
$
|
267,904
|
|
|
$
|
188,700
|
|
Gross realized losses
|
|
(540,561
|
)
|
|
(180,286
|
)
|
|
(302,536
|
)
|
|||
Net realized gains (losses)
|
|
$
|
(236,887
|
)
|
|
$
|
87,618
|
|
|
$
|
(113,836
|
)
|
Change in unrealized gains and losses
|
|
$
|
(32,597
|
)
|
|
$
|
(41,444
|
)
|
|
$
|
209,993
|
|
|
|
Cost/
amortized
cost
|
|
Unrealized
gains
|
|
Unrealized
losses
|
|
Fair
value
|
||||||||
|
|
($ in thousands)
|
||||||||||||||
Corporate debt – U.S.
|
|
$
|
8,508
|
|
|
$
|
—
|
|
|
$
|
(7,186
|
)
|
|
$
|
1,322
|
|
Corporate debt – Non U.S.
|
|
2,109
|
|
|
—
|
|
|
(2,057
|
)
|
|
52
|
|
||||
Municipal debt – U.S.
|
|
5,831
|
|
|
—
|
|
|
(25
|
)
|
|
5,806
|
|
||||
Total debt instruments
|
|
$
|
16,448
|
|
|
$
|
—
|
|
|
$
|
(9,268
|
)
|
|
$
|
7,180
|
|
|
|
2017
|
||||||
|
|
Cost/
amortized
cost
|
|
Fair
value
|
||||
|
|
|
||||||
Within one year
|
|
$
|
7,557
|
|
|
$
|
441
|
|
From one to five years
|
|
—
|
|
|
—
|
|
||
From five to ten years
|
|
2,109
|
|
|
52
|
|
||
More than ten years
|
|
6,782
|
|
|
6,687
|
|
||
|
|
$
|
16,448
|
|
|
$
|
7,180
|
|
|
|
Cost
|
|
Unrealized
gains
|
|
Unrealized
losses
|
|
Fair
value
|
||||||||
|
|
($ in thousands)
|
||||||||||||||
Equities – listed
|
|
$
|
50,521
|
|
|
$
|
1,015
|
|
|
$
|
(14,628
|
)
|
|
$
|
36,908
|
|
Total equity securities
|
|
$
|
50,521
|
|
|
$
|
1,015
|
|
|
$
|
(14,628
|
)
|
|
$
|
36,908
|
|
|
|
Cost
|
|
Unrealized
gains
|
|
Unrealized
losses
|
|
Fair
value
|
||||||||
|
|
($ in thousands)
|
||||||||||||||
Equities – listed
|
|
$
|
1,014,426
|
|
|
$
|
208,350
|
|
|
$
|
(19,104
|
)
|
|
$
|
1,203,672
|
|
Total equity securities
|
|
$
|
1,014,426
|
|
|
$
|
208,350
|
|
|
$
|
(19,104
|
)
|
|
$
|
1,203,672
|
|
|
|
Cost
|
|
Unrealized
gains |
|
Unrealized
losses |
|
Fair
value / carrying value |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Private investments and unlisted equity funds
|
|
$
|
6,672
|
|
|
$
|
—
|
|
|
$
|
(267
|
)
|
|
$
|
6,405
|
|
Investment accounted for under the equity method
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
5,003
|
|
||||
Total Other Investments
|
|
|
|
|
|
|
|
$
|
11,408
|
|
|
|
Cost
|
|
Unrealized
gains |
|
Unrealized
losses |
|
Fair
value |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Commodities
|
|
$
|
101,184
|
|
|
$
|
20,318
|
|
|
$
|
—
|
|
|
$
|
121,502
|
|
Private investments and unlisted equity funds
|
|
25,316
|
|
|
5,314
|
|
|
—
|
|
|
30,630
|
|
||||
|
|
$
|
126,500
|
|
|
$
|
25,632
|
|
|
$
|
—
|
|
|
$
|
152,132
|
|
|
|
Proceeds
|
|
Unrealized gains
|
|
Unrealized losses
|
|
Fair value
|
||||||||
|
|
($ in thousands)
|
||||||||||||||
Equities – listed
|
|
$
|
(643,148
|
)
|
|
$
|
17,541
|
|
|
$
|
(187,045
|
)
|
|
$
|
(812,652
|
)
|
Sovereign debt – Non U.S.
|
|
(96,231
|
)
|
|
—
|
|
|
(3,914
|
)
|
|
(100,145
|
)
|
||||
|
|
$
|
(739,379
|
)
|
|
$
|
17,541
|
|
|
$
|
(190,959
|
)
|
|
$
|
(912,797
|
)
|
Financial Contracts
|
|
Listing currency
(1)
|
|
Notional amount of
underlying instruments |
|
Fair value of net assets
(obligations) on financial contracts |
|||
|
|
|
|
($ in thousands)
|
|||||
Financial contracts receivable
|
|
|
|
|
|
|
|||
Call options
|
|
USD
|
|
2,656
|
|
|
$
|
91
|
|
Commodity Swaps
|
|
USD
|
|
17,833
|
|
|
2,142
|
|
|
Forwards
|
|
KRW
|
|
41,379
|
|
|
801
|
|
|
Futures
|
|
USD
|
|
5,874
|
|
|
12
|
|
|
Interest rate swaps
|
|
JPY
|
|
21,269
|
|
|
479
|
|
|
Put options
(2)
|
|
USD
|
|
155
|
|
|
1
|
|
|
Total return swaps – equities
|
|
EUR/GBP/USD
|
|
34,965
|
|
|
9,357
|
|
|
Warrants and rights on listed equities
|
|
EUR/USD
|
|
29
|
|
|
10
|
|
|
Total financial contracts receivable, at fair value
|
|
|
|
|
|
$
|
12,893
|
|
|
Financial contracts payable
|
|
|
|
|
|
|
|||
Commodity Swaps
|
|
USD
|
|
26,795
|
|
|
$
|
(353
|
)
|
Put options
|
|
USD
|
|
130
|
|
|
(14
|
)
|
|
Total return swaps – equities
|
|
EUR/GBP/KRW/RON/USD
|
|
60,663
|
|
|
(21,855
|
)
|
|
Total financial contracts payable, at fair value
|
|
|
|
|
|
$
|
(22,222
|
)
|
Derivatives not designated as hedging instruments
|
|
|
Gain (loss) on derivatives recognized in income
|
||||||||||
|
|
|
Year ended December 31
|
||||||||||
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
($ in thousands)
|
||||||||||
Commodity swaps
|
|
|
$
|
4,402
|
|
|
$
|
(9,293
|
)
|
|
$
|
10,474
|
|
Forwards
|
|
|
(2,983
|
)
|
|
2,507
|
|
|
(302
|
)
|
|||
Futures
|
|
|
(13,339
|
)
|
|
(399
|
)
|
|
376
|
|
|||
Interest rate options
|
|
|
(1,771
|
)
|
|
—
|
|
|
—
|
|
|||
Interest rate swaps
|
|
|
(255
|
)
|
|
136
|
|
|
218
|
|
|||
Options, warrants, and rights
|
|
|
(14,627
|
)
|
|
(18,455
|
)
|
|
10,261
|
|
|||
Total return swaps – equities
|
|
|
(10,981
|
)
|
|
2,281
|
|
|
28,612
|
|
|||
Total
|
|
|
$
|
(39,554
|
)
|
|
$
|
(23,223
|
)
|
|
$
|
49,639
|
|
December 31, 2017
|
|
(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
|
|
$
|
12,893
|
|
|
$
|
—
|
|
|
$
|
12,893
|
|
|
$
|
(5,128
|
)
|
|
$
|
(1,336
|
)
|
|
$
|
6,429
|
|
Financial contracts payable
|
|
(22,222
|
)
|
|
—
|
|
|
(22,222
|
)
|
|
5,128
|
|
|
17,094
|
|
|
—
|
|
•
|
Level 1:
Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
|
•
|
Level 2:
Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
|
•
|
Level 3:
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.
|
|
|
Fair value measurements as of December 31, 2018
|
||||||||||||||
Description
|
|
Quoted prices in
active markets (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
|
Total
|
||||||||
|
|
($ in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Listed equity securities
|
|
$
|
36,908
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,908
|
|
Private and unlisted equity securities
|
|
—
|
|
|
—
|
|
|
664
|
|
|
664
|
|
||||
|
|
$
|
36,908
|
|
|
$
|
—
|
|
|
$
|
664
|
|
|
$
|
37,572
|
|
Investment in related party investment fund measured at net asset value
(1) (2)
|
|
|
|
|
|
|
|
235,612
|
|
|||||||
Equities without readily determinable fair values for which measurement alternative is applied
|
|
|
|
|
|
|
|
5,741
|
|
|||||||
Investment accounted for under the equity method
|
|
|
|
|
|
|
|
5,003
|
|
|||||||
Total investments
|
|
|
|
|
|
|
|
$
|
283,928
|
|
|
|
Fair value measurements as of December 31, 2017
|
||||||||||||||
Description
|
|
Quoted prices in
active markets (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
|
Total
|
||||||||
|
|
($ in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Debt instruments
|
|
$
|
—
|
|
|
$
|
6,300
|
|
|
$
|
880
|
|
|
$
|
7,180
|
|
Listed equity securities
|
|
1,181,150
|
|
|
22,522
|
|
|
—
|
|
|
1,203,672
|
|
||||
Commodities
|
|
121,502
|
|
|
—
|
|
|
—
|
|
|
121,502
|
|
||||
Private and unlisted equity securities
|
|
—
|
|
|
—
|
|
|
6,108
|
|
|
6,108
|
|
||||
|
|
$
|
1,302,652
|
|
|
$
|
28,822
|
|
|
$
|
6,988
|
|
|
$
|
1,338,462
|
|
Unlisted equity funds measured at net asset value
(1)
|
|
|
|
|
|
|
|
24,522
|
|
|||||||
Total investments
|
|
|
|
|
|
|
|
$
|
1,362,984
|
|
||||||
Financial contracts receivable
|
|
$
|
22
|
|
|
$
|
12,871
|
|
|
$
|
—
|
|
|
$
|
12,893
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Listed equity securities, sold not yet purchased
|
|
$
|
(812,652
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(812,652
|
)
|
Debt instruments, sold not yet purchased
|
|
—
|
|
|
(100,145
|
)
|
|
—
|
|
|
(100,145
|
)
|
||||
Total securities sold, not yet purchased
|
|
$
|
(812,652
|
)
|
|
$
|
(100,145
|
)
|
|
$
|
—
|
|
|
$
|
(912,797
|
)
|
Financial contracts payable
|
|
$
|
—
|
|
|
$
|
(22,222
|
)
|
|
$
|
—
|
|
|
$
|
(22,222
|
)
|
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
||||||||||
|
|
Year ended December 31, 2018
|
||||||||||
|
|
Assets
|
||||||||||
|
|
Debt instruments
|
|
Private and unlisted equity securities
|
|
Total
|
||||||
|
|
($ in thousands)
|
||||||||||
Beginning balance
|
|
$
|
880
|
|
|
$
|
6,108
|
|
|
$
|
6,988
|
|
Sales
|
|
(916
|
)
|
|
(1,890
|
)
|
|
(2,806
|
)
|
|||
Total realized and unrealized gains (losses) and amortization included in earnings, net
|
|
36
|
|
|
(304
|
)
|
|
(268
|
)
|
|||
Transfers out of Level 3
|
|
—
|
|
|
(3,250
|
)
|
|
(3,250
|
)
|
|||
Ending balance
|
|
$
|
—
|
|
|
$
|
664
|
|
|
$
|
664
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
($ in thousands)
|
||||||
Cash at banks
|
|
$
|
7,295
|
|
|
$
|
27,239
|
|
Cash held with brokers
|
|
10,920
|
|
|
46
|
|
||
Total cash and cash equivalents
|
|
$
|
18,215
|
|
|
$
|
27,285
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
($ in thousands)
|
||||||
Cash held as collateral in trust accounts
|
|
$
|
463,361
|
|
|
$
|
377,932
|
|
Cash collateral relating to letters of credit issued
|
|
221,655
|
|
|
173,748
|
|
||
Cash held by prime brokers relating to securities sold, not yet purchased
|
|
—
|
|
|
912,796
|
|
||
Cash and cash equivalents held by swap counterparties
|
|
—
|
|
|
39,337
|
|
||
Total restricted cash and cash equivalents
|
|
$
|
685,016
|
|
|
$
|
1,503,813
|
|
|
|
2018
|
|
2017
|
||||
|
|
($ in thousands)
|
||||||
Case reserves
|
|
$
|
211,910
|
|
|
$
|
178,088
|
|
IBNR
|
|
270,752
|
|
|
286,292
|
|
||
Total
|
|
$
|
482,662
|
|
|
$
|
464,380
|
|
Consolidated
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
($ in thousands)
|
||||||||||
Gross balance at January 1
|
|
$
|
464,380
|
|
|
$
|
306,641
|
|
|
$
|
305,997
|
|
Less: Losses recoverable
|
|
(29,459
|
)
|
|
(2,704
|
)
|
|
(3,368
|
)
|
|||
Net balance at January 1
|
|
434,921
|
|
|
303,937
|
|
|
302,629
|
|
|||
Incurred losses related to:
|
|
|
|
|
|
|
||||||
Current year
|
|
363,871
|
|
|
466,247
|
|
|
345,303
|
|
|||
Prior years
|
|
2
|
|
|
36,157
|
|
|
35,512
|
|
|||
Total incurred
|
|
363,873
|
|
|
502,404
|
|
|
380,815
|
|
|||
Paid losses related to:
|
|
|
|
|
|
|
||||||
Current year
|
|
(160,975
|
)
|
|
(220,298
|
)
|
|
(156,181
|
)
|
|||
Prior years
|
|
(197,097
|
)
|
|
(154,183
|
)
|
|
(216,489
|
)
|
|||
Total paid
|
|
(358,072
|
)
|
|
(374,481
|
)
|
|
(372,670
|
)
|
|||
Foreign currency revaluation
|
|
(1,765
|
)
|
|
3,061
|
|
|
(6,837
|
)
|
|||
Net balance at December 31
|
|
438,957
|
|
|
434,921
|
|
|
303,937
|
|
|||
Add: Losses recoverable
|
|
43,705
|
|
|
29,459
|
|
|
2,704
|
|
|||
Gross balance at December 31
|
|
$
|
482,662
|
|
|
$
|
464,380
|
|
|
$
|
306,641
|
|
Health
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
($ in thousands)
|
||||||||||
Gross balance at January 1
|
|
$
|
22,181
|
|
|
$
|
18,993
|
|
|
$
|
21,533
|
|
Less: Losses recoverable
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net balance at January 1
|
|
22,181
|
|
|
18,993
|
|
|
21,533
|
|
|||
Incurred losses related to:
|
|
|
|
|
|
|
||||||
Current year
|
|
56,868
|
|
|
44,539
|
|
|
38,726
|
|
|||
Prior years
|
|
1,508
|
|
|
3,739
|
|
|
(1,477
|
)
|
|||
Total incurred
|
|
58,376
|
|
|
48,278
|
|
|
37,249
|
|
|||
Paid losses related to:
|
|
|
|
|
|
|
||||||
Current year
|
|
(34,696
|
)
|
|
(23,814
|
)
|
|
(22,039
|
)
|
|||
Prior years
|
|
(21,359
|
)
|
|
(21,276
|
)
|
|
(17,750
|
)
|
|||
Total paid
|
|
(56,055
|
)
|
|
(45,090
|
)
|
|
(39,789
|
)
|
|||
Foreign currency revaluation
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net balance at December 31
|
|
24,502
|
|
|
22,181
|
|
|
18,993
|
|
|||
Add: Losses recoverable
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gross balance at December 31
|
|
$
|
24,502
|
|
|
$
|
22,181
|
|
|
$
|
18,993
|
|
•
|
$11.9 million
of adverse loss development on non-standard automobile contracts stemming from industry-wide issues affecting motor liability claims in Florida over accident years 2015 to 2017;
|
•
|
$3.8 million
of adverse loss development on solicitors professional indemnity contracts resulting primarily from prevalence of several large claims being reported on prior accident years;
|
•
|
$2.0 million
of adverse loss development on general liability contracts, spread over treaty years 2012-2017, resulting from deteriorations in claims experience; and
|
•
|
$1.8 million
of adverse loss development on surety contracts, net of retrocession recoveries, due to deterioration on several previously reported claims for one legacy contract.
|
•
|
$7.5 million
of favorable prior period experience on property contracts stemming primarily from accident years 2015 and 2016 where claims experience has been better than expected;
|
•
|
$5.9 million
of favorable loss development, net of retrocession recoveries, relating to 2017 hurricanes as a result of claims experience being better than initially estimated. The favorable loss development was partially offset by
$1.6 million
of return premiums relating to reinstatement premiums previously recorded; and
|
•
|
$4.1 million
of favorable loss development on prior period mortgage insurance contracts resulting from ongoing favorable claims experience across all prior accident years.
|
•
|
$10.7 million
of adverse loss development associated with various classes of professional liability exposure, driven by additional reporting on individual claims, as well as the Company’s assessment of industry wide loss ratio performance;
|
•
|
$4.3 million
of adverse loss development associated with motor contracts based on re-projection of ultimate losses using client reporting patterns;
|
•
|
$4.1 million
of adverse loss development relating to Florida homeowners’ insurance contracts, largely driven by “assignment of benefits” issues whereby homeowners assign their rights for filing and settling claims to attorneys and public adjusters;
|
•
|
$3.7 million
of adverse loss development associated with specialty health contracts arising from frequency of medical claims reported; and
|
•
|
$2.2 million
of adverse loss development due to large claims reported on a surety contract.
|
•
|
$19.0 million
of losses resulting from the loss portfolio transfer and subsequent novation of legacy construction defect liabilities;
|
•
|
$7.0 million
of adverse loss development relating to our Florida homeowners’ insurance contracts as a result of deterioration of sinkhole claims and an increase in the practice of “assignment of benefits” whereby homeowners assign their rights for filing and settling claims to attorneys and public adjusters;
|
•
|
$6.7 million
of adverse loss development relating to our private passenger motor contracts. While the loss indications are close to our expectations, the volume and frequency of unmerited suits served to the cedent by attorneys and medical clinics has resulted in an increase in loss adjustment expenses to defend such claims; and
|
•
|
$4.5 million
of adverse loss development on an excess of loss contract relating to losses resulting from the U.S. sub-prime crisis.
|
Health
|
|||||||||||||||||||||||||||||||||
|
Incurred claims and allocated claim adjustment expenses, net of reinsurance
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
For the years ended December 31,
|
Total IBNR plus expected development on reported claims
|
|||||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
|
||||||||||||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||
2009
|
$
|
24,939
|
|
$
|
23,889
|
|
$
|
23,327
|
|
$
|
23,355
|
|
$
|
23,356
|
|
$
|
23,356
|
|
$
|
23,355
|
|
$
|
23,355
|
|
$
|
23,355
|
|
$
|
23,355
|
|
$
|
—
|
|
2010
|
|
36,075
|
|
35,924
|
|
36,224
|
|
36,159
|
|
36,159
|
|
36,145
|
|
36,145
|
|
36,145
|
|
36,145
|
|
—
|
|
||||||||||||
2011
|
|
|
36,140
|
|
36,212
|
|
35,821
|
|
35,800
|
|
35,595
|
|
35,595
|
|
35,595
|
|
35,566
|
|
—
|
|
|||||||||||||
2012
|
|
|
|
24,712
|
|
23,088
|
|
22,780
|
|
22,681
|
|
22,671
|
|
22,671
|
|
22,658
|
|
—
|
|
||||||||||||||
2013
|
|
|
|
|
30,544
|
|
33,841
|
|
34,203
|
|
33,960
|
|
33,945
|
|
33,945
|
|
—
|
|
|||||||||||||||
2014
|
|
|
|
|
|
32,875
|
|
30,191
|
|
29,514
|
|
29,072
|
|
29,031
|
|
—
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
34,097
|
|
33,530
|
|
34,116
|
|
33,894
|
|
—
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
37,747
|
|
40,889
|
|
41,255
|
|
—
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
45,007
|
|
46,455
|
|
2,330
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
56,868
|
|
22,172
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
$
|
359,172
|
|
24,502
|
|
Health
|
||||||||||||||||||||||||||||||
|
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
|
|||||||||||||||||||||||||||||
|
For the years ended December 31,
|
|||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
||||||||||||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||
2009
|
$
|
8,626
|
|
$
|
23,030
|
|
$
|
23,327
|
|
$
|
23,355
|
|
$
|
23,355
|
|
$
|
23,356
|
|
$
|
23,355
|
|
$
|
23,355
|
|
$
|
23,355
|
|
$
|
23,355
|
|
2010
|
|
17,826
|
|
35,795
|
|
36,224
|
|
36,159
|
|
36,159
|
|
36,145
|
|
36,145
|
|
36,145
|
|
36,145
|
|
|||||||||||
2011
|
|
|
26,979
|
|
35,542
|
|
35,814
|
|
35,800
|
|
35,595
|
|
35,595
|
|
35,595
|
|
35,566
|
|
||||||||||||
2012
|
|
|
|
14,896
|
|
22,691
|
|
22,780
|
|
22,679
|
|
22,671
|
|
22,671
|
|
22,658
|
|
|||||||||||||
2013
|
|
|
|
|
21,459
|
|
33,841
|
|
34,024
|
|
33,957
|
|
33,945
|
|
33,945
|
|
||||||||||||||
2014
|
|
|
|
|
|
19,049
|
|
28,515
|
|
29,117
|
|
29,038
|
|
29,031
|
|
|||||||||||||||
2015
|
|
|
|
|
|
|
14,529
|
|
31,802
|
|
34,044
|
|
33,894
|
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
21,881
|
|
39,988
|
|
41,255
|
|
|||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
23,834
|
|
44,125
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
34,696
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
334,670
|
|
||||||||||||||||||
|
|
|
|
All outstanding liabilities before 2009, net of reinsurance
|
|
—
|
|
|||||||||||||||||||||||
|
|
Liabilities for claims and claims adjustment expenses, net of reinsurance (Health)
|
|
$
|
24,502
|
|
Multiline
|
|||||||||||||||||||||||||||||||||
|
Incurred claims and allocated claim adjustment expenses, net of reinsurance
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
For the years ended December 31,
|
Total IBNR plus expected development on reported claims
|
|||||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
|
||||||||||||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||
2009
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2010
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
2011
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
2012
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
2013
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
2014
|
|
|
|
|
|
2,390
|
|
2,390
|
|
2,390
|
|
2,609
|
|
2,625
|
|
1,539
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
27,900
|
|
28,040
|
|
30,461
|
|
31,957
|
|
15,925
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
55,635
|
|
59,882
|
|
60,588
|
|
33,635
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
81,612
|
|
79,253
|
|
51,999
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
58,537
|
|
50,430
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
$
|
232,960
|
|
$
|
153,528
|
|
Multiline
|
||||||||||||||||||||||||||||||
|
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
|
|||||||||||||||||||||||||||||
|
For the years ended December 31,
|
|||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
||||||||||||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||
2009
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2010
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
2011
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
2012
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
2013
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
2014
|
|
|
|
|
|
—
|
|
—
|
|
139
|
|
560
|
|
1,086
|
|
|||||||||||||||
2015
|
|
|
|
|
|
|
28
|
|
2,817
|
|
9,959
|
|
16,032
|
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
5,844
|
|
16,468
|
|
26,953
|
|
|||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
9,535
|
|
27,253
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
8,107
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
79,431
|
|
||||||||||||||||||
|
|
|
|
All outstanding liabilities before 2009, net of reinsurance
|
|
—
|
|
|||||||||||||||||||||||
|
|
Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline)
|
|
$
|
153,528
|
|
General Liability
|
|||||||||||||||||||||||||||||||||
|
Incurred claims and allocated claim adjustment expenses, net of reinsurance
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
For the years ended December 31,
|
Total IBNR plus expected development on reported claims
|
|||||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
|
||||||||||||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||
2009
|
$
|
4,424
|
|
$
|
4,121
|
|
$
|
5,024
|
|
$
|
5,652
|
|
$
|
6,147
|
|
$
|
6,664
|
|
$
|
9,952
|
|
$
|
10,113
|
|
$
|
10,124
|
|
$
|
10,124
|
|
$
|
—
|
|
2010
|
|
12,110
|
|
14,327
|
|
17,484
|
|
19,649
|
|
21,664
|
|
25,946
|
|
28,251
|
|
28,251
|
|
28,251
|
|
—
|
|
||||||||||||
2011
|
|
|
20,925
|
|
30,693
|
|
40,756
|
|
44,897
|
|
61,446
|
|
77,105
|
|
77,105
|
|
77,105
|
|
—
|
|
|||||||||||||
2012
|
|
|
|
12,626
|
|
18,133
|
|
16,921
|
|
29,554
|
|
31,145
|
|
31,161
|
|
31,274
|
|
384
|
|
||||||||||||||
2013
|
|
|
|
|
3,018
|
|
2,689
|
|
4,666
|
|
4,511
|
|
4,510
|
|
4,916
|
|
265
|
|
|||||||||||||||
2014
|
|
|
|
|
|
1,238
|
|
1,229
|
|
1,174
|
|
1,033
|
|
1,355
|
|
862
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
1,699
|
|
1,690
|
|
1,756
|
|
1,979
|
|
1,432
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
6,203
|
|
6,519
|
|
7,124
|
|
3,847
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
5,433
|
|
6,527
|
|
5,116
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
2,913
|
|
2,748
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
$
|
171,568
|
|
$
|
14,654
|
|
General Liability
|
||||||||||||||||||||||||||||||
|
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
|
|||||||||||||||||||||||||||||
|
For the years ended December 31,
|
|||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
||||||||||||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||
2009
|
$
|
400
|
|
$
|
1,284
|
|
$
|
2,255
|
|
$
|
3,715
|
|
$
|
4,529
|
|
$
|
5,519
|
|
$
|
5,957
|
|
$
|
10,105
|
|
$
|
10,124
|
|
$
|
10,124
|
|
2010
|
|
2,107
|
|
5,096
|
|
9,356
|
|
14,051
|
|
17,471
|
|
19,228
|
|
28,251
|
|
28,251
|
|
28,251
|
|
|||||||||||
2011
|
|
|
2,873
|
|
11,751
|
|
20,030
|
|
25,018
|
|
32,954
|
|
77,105
|
|
77,105
|
|
77,105
|
|
||||||||||||
2012
|
|
|
|
1,750
|
|
9,926
|
|
13,142
|
|
15,836
|
|
30,667
|
|
30,687
|
|
30,891
|
|
|||||||||||||
2013
|
|
|
|
|
1,371
|
|
1,917
|
|
2,298
|
|
4,191
|
|
4,274
|
|
4,652
|
|
||||||||||||||
2014
|
|
|
|
|
|
18
|
|
146
|
|
413
|
|
548
|
|
492
|
|
|||||||||||||||
2015
|
|
|
|
|
|
|
69
|
|
293
|
|
532
|
|
548
|
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
122
|
|
1,589
|
|
3,277
|
|
|||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
136
|
|
1,412
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
165
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
156,917
|
|
||||||||||||||||||
|
|
|
|
All outstanding liabilities before 2009, net of reinsurance
|
|
—
|
|
|||||||||||||||||||||||
|
Liabilities for claims and claims adjustment expenses, net of reinsurance (General Liability)
|
|
$
|
14,654
|
|
Motor Casualty
|
|||||||||||||||||||||||||||||||||
|
Incurred claims and allocated claim adjustment expenses, net of reinsurance
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
For the years ended December 31,
|
Total IBNR plus expected development on reported claims
|
|||||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
|
||||||||||||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||
2009
|
$
|
56,960
|
|
$
|
68,194
|
|
$
|
77,373
|
|
$
|
85,241
|
|
$
|
80,756
|
|
$
|
81,537
|
|
$
|
83,270
|
|
$
|
82,569
|
|
$
|
82,609
|
|
$
|
82,615
|
|
$
|
—
|
|
2010
|
|
64,264
|
|
74,260
|
|
86,881
|
|
83,496
|
|
84,742
|
|
88,377
|
|
88,022
|
|
88,008
|
|
88,012
|
|
—
|
|
||||||||||||
2011
|
|
|
53,035
|
|
57,498
|
|
57,342
|
|
62,921
|
|
70,880
|
|
70,435
|
|
70,495
|
|
70,495
|
|
62
|
|
|||||||||||||
2012
|
|
|
|
132,284
|
|
131,196
|
|
131,896
|
|
131,202
|
|
131,305
|
|
131,302
|
|
131,302
|
|
—
|
|
||||||||||||||
2013
|
|
|
|
|
182,833
|
|
179,930
|
|
174,744
|
|
174,782
|
|
174,848
|
|
174,925
|
|
—
|
|
|||||||||||||||
2014
|
|
|
|
|
|
93,718
|
|
92,844
|
|
94,688
|
|
94,385
|
|
94,147
|
|
—
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
128,199
|
|
130,410
|
|
129,991
|
|
132,853
|
|
3,282
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
166,389
|
|
169,294
|
|
174,037
|
|
3,380
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
187,109
|
|
188,754
|
|
18,597
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
150,700
|
|
67,048
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
$
|
1,287,840
|
|
$
|
92,369
|
|
Motor Casualty
|
||||||||||||||||||||||||||||||
|
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
|
|||||||||||||||||||||||||||||
|
For the years ended December 31,
|
|||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
||||||||||||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||
2009
|
$
|
20,779
|
|
$
|
47,225
|
|
$
|
61,955
|
|
$
|
72,168
|
|
$
|
76,020
|
|
$
|
79,058
|
|
$
|
80,235
|
|
$
|
82,569
|
|
$
|
82,609
|
|
$
|
82,615
|
|
2010
|
|
23,413
|
|
44,889
|
|
60,630
|
|
70,356
|
|
79,089
|
|
82,266
|
|
88,008
|
|
88,008
|
|
88,012
|
|
|||||||||||
2011
|
|
|
19,082
|
|
36,462
|
|
49,569
|
|
58,244
|
|
65,018
|
|
70,433
|
|
70,433
|
|
70,433
|
|
||||||||||||
2012
|
|
|
|
58,585
|
|
118,142
|
|
126,622
|
|
128,913
|
|
131,302
|
|
131,302
|
|
131,302
|
|
|||||||||||||
2013
|
|
|
|
|
86,558
|
|
159,200
|
|
171,855
|
|
174,658
|
|
174,848
|
|
174,925
|
|
||||||||||||||
2014
|
|
|
|
|
|
49,994
|
|
86,297
|
|
89,687
|
|
94,385
|
|
94,147
|
|
|||||||||||||||
2015
|
|
|
|
|
|
|
81,093
|
|
125,645
|
|
129,174
|
|
129,571
|
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
97,325
|
|
157,948
|
|
170,658
|
|
|||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
115,204
|
|
170,157
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
83,652
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
1,195,472
|
|
||||||||||||||||||
|
|
|
|
All outstanding liabilities before 2009, net of reinsurance
|
|
—
|
|
|||||||||||||||||||||||
|
Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Casualty)
|
|
$
|
92,369
|
|
Motor Property
|
|||||||||||||||||||||||||||||||||
|
Incurred claims and allocated claim adjustment expenses, net of reinsurance
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
For the years ended December 31,
|
Total IBNR plus expected development on reported claims
|
|||||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
|
||||||||||||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||
2009
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2010
|
|
560
|
|
656
|
|
671
|
|
684
|
|
662
|
|
662
|
|
667
|
|
667
|
|
667
|
|
—
|
|
||||||||||||
2011
|
|
|
3,276
|
|
3,271
|
|
3,343
|
|
3,285
|
|
3,285
|
|
3,306
|
|
3,306
|
|
3,306
|
|
3
|
|
|||||||||||||
2012
|
|
|
|
36,985
|
|
36,129
|
|
36,008
|
|
35,998
|
|
35,922
|
|
35,922
|
|
35,922
|
|
—
|
|
||||||||||||||
2013
|
|
|
|
|
46,189
|
|
45,629
|
|
44,728
|
|
44,656
|
|
44,695
|
|
44,719
|
|
244
|
|
|||||||||||||||
2014
|
|
|
|
|
|
18,870
|
|
18,797
|
|
19,056
|
|
19,000
|
|
19,006
|
|
19
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
22,035
|
|
22,516
|
|
22,505
|
|
23,263
|
|
668
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
27,853
|
|
28,279
|
|
29,090
|
|
481
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
39,986
|
|
39,621
|
|
2,563
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
42,336
|
|
18,760
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
$
|
237,930
|
|
$
|
22,738
|
|
Motor Property
|
||||||||||||||||||||||||||||||
|
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
|
|||||||||||||||||||||||||||||
|
For the years ended December 31,
|
|||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
||||||||||||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||
2009
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2010
|
|
560
|
|
620
|
|
620
|
|
620
|
|
620
|
|
644
|
|
667
|
|
667
|
|
667
|
|
|||||||||||
2011
|
|
|
1,418
|
|
2,944
|
|
3,305
|
|
3,285
|
|
3,285
|
|
3,303
|
|
3,303
|
|
3,303
|
|
||||||||||||
2012
|
|
|
|
16,902
|
|
34,588
|
|
35,854
|
|
35,903
|
|
35,922
|
|
35,922
|
|
35,922
|
|
|||||||||||||
2013
|
|
|
|
|
21,112
|
|
41,066
|
|
44,363
|
|
44,431
|
|
44,476
|
|
44,476
|
|
||||||||||||||
2014
|
|
|
|
|
|
10,305
|
|
17,621
|
|
18,420
|
|
18,981
|
|
18,987
|
|
|||||||||||||||
2015
|
|
|
|
|
|
|
13,859
|
|
22,013
|
|
22,505
|
|
22,595
|
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
16,725
|
|
27,023
|
|
28,609
|
|
|||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
23,091
|
|
37,058
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
23,576
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
215,192
|
|
||||||||||||||||||
|
|
|
|
All outstanding liabilities before 2009, net of reinsurance
|
|
—
|
|
|||||||||||||||||||||||
|
Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Property)
|
|
$
|
22,738
|
|
Other
|
|||||||||||||||||||||||||||||||||
|
Incurred claims and allocated claim adjustment expenses, net of reinsurance
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
For the years ended December 31,
|
Total IBNR plus expected development on reported claims
|
|||||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
|
||||||||||||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||
2009
|
$
|
429
|
|
$
|
611
|
|
$
|
547
|
|
$
|
589
|
|
$
|
580
|
|
$
|
580
|
|
$
|
580
|
|
$
|
580
|
|
$
|
580
|
|
$
|
580
|
|
$
|
—
|
|
2010
|
|
4,008
|
|
3,858
|
|
4,291
|
|
4,130
|
|
4,130
|
|
4,130
|
|
3,955
|
|
4,130
|
|
3,955
|
|
—
|
|
||||||||||||
2011
|
|
|
7,341
|
|
8,014
|
|
7,525
|
|
7,473
|
|
7,470
|
|
7,468
|
|
7,468
|
|
7,468
|
|
—
|
|
|||||||||||||
2012
|
|
|
|
4,090
|
|
3,591
|
|
3,756
|
|
3,773
|
|
3,759
|
|
3,755
|
|
3,782
|
|
47
|
|
||||||||||||||
2013
|
|
|
|
|
2,492
|
|
2,875
|
|
2,840
|
|
2,821
|
|
2,801
|
|
2,755
|
|
177
|
|
|||||||||||||||
2014
|
|
|
|
|
|
4,768
|
|
3,525
|
|
1,776
|
|
1,701
|
|
1,084
|
|
—
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
4,794
|
|
6,769
|
|
6,898
|
|
4,519
|
|
1,119
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
8,356
|
|
10,396
|
|
9,137
|
|
3,495
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
9,080
|
|
6,004
|
|
2,922
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
6,164
|
|
5,202
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
$
|
45,448
|
|
$
|
12,962
|
|
Other
|
||||||||||||||||||||||||||||||
|
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
|
|||||||||||||||||||||||||||||
|
For the years ended December 31,
|
|||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
||||||||||||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||
2009
|
$
|
151
|
|
$
|
249
|
|
$
|
547
|
|
$
|
589
|
|
$
|
580
|
|
$
|
580
|
|
$
|
580
|
|
$
|
580
|
|
$
|
580
|
|
$
|
580
|
|
2010
|
|
864
|
|
1,593
|
|
3,123
|
|
3,130
|
|
3,406
|
|
3,477
|
|
3,955
|
|
3,955
|
|
3,955
|
|
|||||||||||
2011
|
|
|
1,162
|
|
7,544
|
|
7,513
|
|
7,468
|
|
7,468
|
|
7,468
|
|
7,468
|
|
7,468
|
|
||||||||||||
2012
|
|
|
|
3,005
|
|
3,251
|
|
3,676
|
|
3,683
|
|
3,684
|
|
3,688
|
|
3,735
|
|
|||||||||||||
2013
|
|
|
|
|
213
|
|
1,828
|
|
2,426
|
|
2,339
|
|
2,323
|
|
2,578
|
|
||||||||||||||
2014
|
|
|
|
|
|
197
|
|
659
|
|
1,124
|
|
1,282
|
|
1,084
|
|
|||||||||||||||
2015
|
|
|
|
|
|
|
472
|
|
1,387
|
|
2,010
|
|
3,400
|
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
1,472
|
|
3,105
|
|
5,642
|
|
|||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
483
|
|
3,082
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
962
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
32,486
|
|
||||||||||||||||||
|
|
|
|
All outstanding liabilities before 2009, net of reinsurance
|
|
—
|
|
|||||||||||||||||||||||
|
|
Liabilities for claims and claims adjustment expenses, net of reinsurance (Other)
|
|
$
|
12,962
|
|
Property
|
|||||||||||||||||||||||||||||||||
|
Incurred claims and allocated claim adjustment expenses, net of reinsurance
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
For the years ended December 31,
|
Total IBNR plus expected development on reported claims
|
|||||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
|
||||||||||||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||
2009
|
$
|
18,501
|
|
$
|
17,340
|
|
$
|
16,565
|
|
$
|
15,924
|
|
$
|
15,449
|
|
$
|
15,275
|
|
$
|
11,875
|
|
$
|
11,852
|
|
$
|
11,829
|
|
$
|
11,757
|
|
$
|
—
|
|
2010
|
|
39,106
|
|
41,983
|
|
51,698
|
|
51,483
|
|
52,263
|
|
52,507
|
|
53,723
|
|
53,574
|
|
53,495
|
|
—
|
|
||||||||||||
2011
|
|
|
73,309
|
|
83,261
|
|
79,794
|
|
80,402
|
|
81,894
|
|
83,012
|
|
83,067
|
|
83,006
|
|
—
|
|
|||||||||||||
2012
|
|
|
|
63,961
|
|
50,183
|
|
50,874
|
|
52,812
|
|
53,218
|
|
53,473
|
|
53,737
|
|
—
|
|
||||||||||||||
2013
|
|
|
|
|
60,949
|
|
58,992
|
|
61,776
|
|
62,495
|
|
62,482
|
|
62,422
|
|
435
|
|
|||||||||||||||
2014
|
|
|
|
|
|
41,736
|
|
45,150
|
|
46,842
|
|
47,082
|
|
46,871
|
|
573
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
27,861
|
|
30,344
|
|
31,744
|
|
30,946
|
|
1,137
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
25,626
|
|
26,101
|
|
23,977
|
|
2,962
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
84,747
|
|
78,405
|
|
22,024
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
28,211
|
|
22,848
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
$
|
472,827
|
|
$
|
49,979
|
|
Property
|
||||||||||||||||||||||||||||||
|
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
|
|||||||||||||||||||||||||||||
|
For the years ended December 31,
|
|||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
||||||||||||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||
2009
|
$
|
4,421
|
|
$
|
10,602
|
|
$
|
11,378
|
|
$
|
11,674
|
|
$
|
11,780
|
|
$
|
11,840
|
|
$
|
11,805
|
|
$
|
11,826
|
|
$
|
11,810
|
|
$
|
11,757
|
|
2010
|
|
20,611
|
|
40,858
|
|
42,697
|
|
43,406
|
|
47,914
|
|
48,438
|
|
53,408
|
|
53,542
|
|
53,495
|
|
|||||||||||
2011
|
|
|
49,441
|
|
74,383
|
|
77,182
|
|
79,022
|
|
81,214
|
|
82,370
|
|
82,655
|
|
83,006
|
|
||||||||||||
2012
|
|
|
|
32,085
|
|
45,887
|
|
50,242
|
|
52,657
|
|
53,211
|
|
53,259
|
|
53,737
|
|
|||||||||||||
2013
|
|
|
|
|
34,807
|
|
55,668
|
|
58,525
|
|
60,344
|
|
61,074
|
|
61,987
|
|
||||||||||||||
2014
|
|
|
|
|
|
20,230
|
|
40,171
|
|
43,637
|
|
45,208
|
|
46,298
|
|
|||||||||||||||
2015
|
|
|
|
|
|
|
12,939
|
|
25,451
|
|
28,842
|
|
29,809
|
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
9,941
|
|
18,181
|
|
21,016
|
|
|||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
43,271
|
|
56,380
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
5,363
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
422,848
|
|
||||||||||||||||||
|
|
|
|
All outstanding liabilities before 2009, net of reinsurance
|
|
—
|
|
|||||||||||||||||||||||
|
|
Liabilities for claims and claims adjustment expenses, net of reinsurance (Property)
|
|
$
|
49,979
|
|
Professional Liability
|
|||||||||||||||||||||||||||||||||
|
Incurred claims and allocated claim adjustment expenses, net of reinsurance
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
For the years ended December 31,
|
Total IBNR plus expected development on reported claims
|
|||||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
|
||||||||||||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||
2009
|
$
|
8,484
|
|
$
|
6,310
|
|
$
|
6,293
|
|
$
|
6,293
|
|
$
|
6,592
|
|
$
|
6,592
|
|
$
|
6,771
|
|
$
|
6,771
|
|
$
|
6,831
|
|
$
|
6,831
|
|
$
|
1,905
|
|
2010
|
|
3,828
|
|
3,296
|
|
3,526
|
|
3,663
|
|
3,850
|
|
3,878
|
|
3,864
|
|
3,864
|
|
3,864
|
|
424
|
|
||||||||||||
2011
|
|
|
5,818
|
|
6,654
|
|
7,093
|
|
7,764
|
|
7,819
|
|
7,654
|
|
7,892
|
|
7,892
|
|
352
|
|
|||||||||||||
2012
|
|
|
|
10,818
|
|
10,823
|
|
11,347
|
|
11,767
|
|
11,949
|
|
12,643
|
|
12,643
|
|
1,140
|
|
||||||||||||||
2013
|
|
|
|
|
11,973
|
|
12,824
|
|
14,292
|
|
15,881
|
|
16,671
|
|
16,838
|
|
2,528
|
|
|||||||||||||||
2014
|
|
|
|
|
|
18,515
|
|
17,938
|
|
17,902
|
|
20,363
|
|
21,328
|
|
5,492
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
18,127
|
|
18,117
|
|
20,628
|
|
21,989
|
|
10,397
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
13,630
|
|
16,773
|
|
17,126
|
|
12,309
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
10,220
|
|
9,908
|
|
8,477
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
4,477
|
|
4,236
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
$
|
122,896
|
|
$
|
47,260
|
|
Professional Liability
|
||||||||||||||||||||||||||||||
|
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
|
|||||||||||||||||||||||||||||
|
For the years ended December 31,
|
|||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
||||||||||||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||
2009
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
92
|
|
$
|
128
|
|
$
|
128
|
|
$
|
383
|
|
$
|
383
|
|
$
|
649
|
|
$
|
4,926
|
|
2010
|
|
—
|
|
33
|
|
388
|
|
805
|
|
1,073
|
|
1,429
|
|
1,566
|
|
1,684
|
|
3,440
|
|
|||||||||||
2011
|
|
|
106
|
|
1,282
|
|
3,543
|
|
5,049
|
|
6,336
|
|
7,014
|
|
7,491
|
|
7,539
|
|
||||||||||||
2012
|
|
|
|
513
|
|
3,532
|
|
6,155
|
|
8,507
|
|
9,886
|
|
11,342
|
|
11,503
|
|
|||||||||||||
2013
|
|
|
|
|
684
|
|
3,352
|
|
7,482
|
|
10,760
|
|
13,568
|
|
14,310
|
|
||||||||||||||
2014
|
|
|
|
|
|
1,319
|
|
5,238
|
|
9,354
|
|
13,646
|
|
15,836
|
|
|||||||||||||||
2015
|
|
|
|
|
|
|
1,142
|
|
3,227
|
|
8,725
|
|
11,592
|
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
334
|
|
2,140
|
|
4,817
|
|
|||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
225
|
|
1,431
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
241
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
75,635
|
|
||||||||||||||||||
|
|
|
|
All outstanding liabilities before 2009, net of reinsurance
|
|
558
|
|
|||||||||||||||||||||||
|
Liabilities for claims and claims adjustment expenses, net of reinsurance (Professional Liability)
|
|
$
|
47,817
|
|
Workers' Compensation
|
|||||||||||||||||||||||||||||||||
|
Incurred claims and allocated claim adjustment expenses, net of reinsurance
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
For the years ended December 31,
|
Total IBNR plus expected development on reported claims
|
|||||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
|
||||||||||||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||
2009
|
$
|
10,063
|
|
$
|
10,292
|
|
$
|
9,938
|
|
$
|
10,076
|
|
$
|
10,217
|
|
$
|
10,217
|
|
$
|
10,217
|
|
$
|
10,217
|
|
$
|
10,217
|
|
$
|
10,217
|
|
$
|
—
|
|
2010
|
|
11,181
|
|
11,736
|
|
12,426
|
|
13,108
|
|
13,108
|
|
13,108
|
|
13,108
|
|
13,108
|
|
13,108
|
|
—
|
|
||||||||||||
2011
|
|
|
14,915
|
|
15,233
|
|
16,861
|
|
16,861
|
|
16,861
|
|
16,861
|
|
16,861
|
|
16,861
|
|
—
|
|
|||||||||||||
2012
|
|
|
|
11,763
|
|
12,213
|
|
12,213
|
|
12,213
|
|
12,213
|
|
12,213
|
|
12,213
|
|
—
|
|
||||||||||||||
2013
|
|
|
|
|
4,751
|
|
4,751
|
|
4,751
|
|
4,751
|
|
4,751
|
|
4,751
|
|
—
|
|
|||||||||||||||
2014
|
|
|
|
|
|
—
|
|
—
|
|
—
|
|
3
|
|
—
|
|
—
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
1,014
|
|
1,010
|
|
948
|
|
950
|
|
263
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
4,342
|
|
4,275
|
|
4,266
|
|
1,484
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
10,884
|
|
10,348
|
|
4,992
|
|
|||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
13,616
|
|
9,403
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
$
|
86,330
|
|
$
|
16,142
|
|
Workers' Compensation
|
||||||||||||||||||||||||||||||
|
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
|
|||||||||||||||||||||||||||||
|
For the years ended December 31,
|
|||||||||||||||||||||||||||||
Accident year
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
||||||||||||||||||||
|
(Unaudited - Supplementary Information)
|
|
||||||||||||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||
2009
|
$
|
1,043
|
|
$
|
4,995
|
|
$
|
7,833
|
|
$
|
9,893
|
|
$
|
10,217
|
|
$
|
10,217
|
|
$
|
10,217
|
|
$
|
10,217
|
|
$
|
10,217
|
|
$
|
10,217
|
|
2010
|
|
3,184
|
|
8,170
|
|
12,270
|
|
13,108
|
|
13,108
|
|
13,108
|
|
13,108
|
|
13,108
|
|
13,108
|
|
|||||||||||
2011
|
|
|
5,004
|
|
11,175
|
|
16,861
|
|
16,861
|
|
16,861
|
|
16,861
|
|
16,861
|
|
16,861
|
|
||||||||||||
2012
|
|
|
|
2,359
|
|
12,213
|
|
12,213
|
|
12,213
|
|
12,213
|
|
12,213
|
|
12,213
|
|
|||||||||||||
2013
|
|
|
|
|
4,751
|
|
4,751
|
|
4,751
|
|
4,751
|
|
4,751
|
|
4,751
|
|
||||||||||||||
2014
|
|
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
2015
|
|
|
|
|
|
|
28
|
|
251
|
|
564
|
|
688
|
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
613
|
|
1,920
|
|
2,782
|
|
|||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
2,028
|
|
5,356
|
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
4,213
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
70,189
|
|
||||||||||||||||||
|
|
|
|
All outstanding liabilities before 2009, net of reinsurance
|
|
—
|
|
|||||||||||||||||||||||
|
Liabilities for claims and claims adjustment expenses, net of reinsurance (Workers' Compensation)
|
|
$
|
16,142
|
|
|
|
December 31, 2018
|
||
|
|
($ in thousands)
|
||
Net outstanding liabilities
|
|
|
||
Health
|
|
$
|
24,502
|
|
Multiline
|
|
153,528
|
|
|
General Liability
|
|
14,654
|
|
|
Motor Casualty
|
|
92,369
|
|
|
Motor Property
|
|
22,738
|
|
|
Other
|
|
12,962
|
|
|
Property
|
|
49,979
|
|
|
Professional Liability
|
|
47,817
|
|
|
Workers' Compensation
|
|
16,142
|
|
|
Liabilities for claims and claims adjustment expenses, net of reinsurance
|
|
434,691
|
|
|
Add: Reinsurance recoverable on unpaid claims
|
|
43,705
|
|
|
Add: Unallocated claims adjustment expenses
|
|
4,266
|
|
|
Total gross liabilities for unpaid claims and claim adjustment expense
|
|
$
|
482,662
|
|
Years
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
||||||||||
|
(Unaudited - Supplementary Information)
|
|||||||||||||||||||
Multiline
|
5.4
|
%
|
11.0
|
%
|
15.2
|
%
|
20.3
|
%
|
20.8
|
%
|
18.2
|
%
|
9.1
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
General Liability
|
4.7
|
%
|
13.1
|
%
|
12.3
|
%
|
11.8
|
%
|
18.8
|
%
|
29.3
|
%
|
6.0
|
%
|
3.2
|
%
|
0.8
|
%
|
—
|
%
|
Motor Casualty
|
44.9
|
%
|
32.6
|
%
|
8.7
|
%
|
5.2
|
%
|
3.5
|
%
|
2.1
|
%
|
1.9
|
%
|
1.1
|
%
|
—
|
%
|
—
|
%
|
Motor Property
|
53.5
|
%
|
40.7
|
%
|
5.0
|
%
|
0.6
|
%
|
0.1
|
%
|
0.1
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
Other
|
25.9
|
%
|
39.4
|
%
|
18.5
|
%
|
5.3
|
%
|
4.5
|
%
|
3.7
|
%
|
2.7
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
Property
|
51.9
|
%
|
32.5
|
%
|
6.3
|
%
|
2.6
|
%
|
2.8
|
%
|
1.0
|
%
|
2.6
|
%
|
0.3
|
%
|
—
|
%
|
—
|
%
|
Professional Liability
|
4.2
|
%
|
15.6
|
%
|
23.2
|
%
|
19.0
|
%
|
14.2
|
%
|
8.1
|
%
|
3.9
|
%
|
2.2
|
%
|
2.3
|
%
|
2.3
|
%
|
Workers' Compensation
|
27.0
|
%
|
43.2
|
%
|
22.8
|
%
|
5.7
|
%
|
0.8
|
%
|
0.5
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||
Balance – beginning of year
|
|
31,104,830
|
|
|
6,254,715
|
|
|
31,111,432
|
|
|
6,254,895
|
|
|
30,772,572
|
|
|
6,254,895
|
|
Issue of ordinary shares, net of forfeitures
|
|
205,384
|
|
|
—
|
|
|
129,530
|
|
|
—
|
|
|
338,860
|
|
|
—
|
|
Repurchase of ordinary shares
|
|
(1,180,000
|
)
|
|
—
|
|
|
(136,312
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Class B shares converted to Class A shares
|
|
—
|
|
|
—
|
|
|
180
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
Balance – end of year
|
|
30,130,214
|
|
|
6,254,715
|
|
|
31,104,830
|
|
|
6,254,715
|
|
|
31,111,432
|
|
|
6,254,895
|
|
|
|
Number of
non-vested restricted shares |
|
Weighted
average grant date fair value |
|||
Balance at December 31, 2016
|
|
365,432
|
|
|
$
|
26.76
|
|
Granted
|
|
166,767
|
|
|
21.60
|
|
|
Vested
|
|
(153,746
|
)
|
|
28.97
|
|
|
Forfeited
|
|
(46,943
|
)
|
|
24.57
|
|
|
Balance at December 31, 2017
|
|
331,510
|
|
|
23.45
|
|
|
Granted
|
|
245,975
|
|
|
15.78
|
|
|
Vested
|
|
(100,384
|
)
|
|
27.74
|
|
|
Forfeited
|
|
(44,644
|
)
|
|
18.77
|
|
|
Balance at December 31, 2018
|
|
432,457
|
|
|
$
|
18.58
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Risk free rate
|
|
—
|
%
|
|
2.32
|
%
|
|
1.54
|
%
|
Estimated volatility
|
|
—
|
%
|
|
31.4
|
%
|
|
32.4
|
%
|
Expected term (in years)
|
|
0
|
|
|
10
|
|
|
10
|
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Forfeiture rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Number of
options
|
|
Weighted
average
exercise
price
|
|
Weighted
average
grant date
fair value
|
|
Intrinsic value
($ in millions)
|
|
Weighted average remaining contractual term
|
|||||||
Balance at December 31, 2015
|
906,991
|
|
|
$
|
19.78
|
|
|
$
|
8.53
|
|
|
$
|
2.6
|
|
|
2.9 years
|
Granted
|
57,386
|
|
|
19.87
|
|
|
8.71
|
|
|
|
|
|
||||
Exercised
|
(421,000
|
)
|
|
12.53
|
|
|
6.44
|
|
|
3.1
|
|
|
|
|||
Balance at December 31, 2016
|
543,377
|
|
|
25.40
|
|
|
10.17
|
|
|
0.5
|
|
|
4.7 years
|
|||
Granted
|
522,250
|
|
|
21.25
|
|
|
9.63
|
|
|
|
|
|
||||
Exercised
|
(50,000
|
)
|
|
19.60
|
|
|
10.18
|
|
|
0.1
|
|
|
|
|||
Balance at December 31, 2017
|
1,015,627
|
|
|
23.55
|
|
|
9.89
|
|
|
—
|
|
|
6.9 years
|
|||
Expired
|
(80,000
|
)
|
|
29.39
|
|
|
8.69
|
|
|
|
|
|
||||
Balance at December 31, 2018
|
935,627
|
|
|
$
|
23.05
|
|
|
$
|
10.00
|
|
|
$
|
—
|
|
|
6.4 years
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Number of options exercisable
|
535,627
|
|
|
535,627
|
|
|
472,042
|
|
|||
Weighted average exercise price
|
$
|
24.43
|
|
|
$
|
25.66
|
|
|
$
|
25.73
|
|
Weighted average remaining contractual term
|
4.9
|
|
|
4.6
|
|
|
4.1
|
|
|||
Intrinsic value ($ in millions)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
|
Number of
non-vested RSUs |
|
Weighted
average grant date fair value |
|||
Balance at December 31, 2016
|
|
15,934
|
|
|
$
|
27.52
|
|
Granted
|
|
11,559
|
|
|
21.65
|
|
|
Vested
|
|
(4,695
|
)
|
|
32.60
|
|
|
Balance at December 31, 2017
|
|
22,798
|
|
|
23.50
|
|
|
Granted
|
|
28,301
|
|
|
15.90
|
|
|
Vested
|
|
(4,053
|
)
|
|
32.21
|
|
|
Forfeited
|
|
(648
|
)
|
|
21.65
|
|
|
Balance at December 31, 2018
|
|
46,398
|
|
|
$
|
18.13
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
($ in thousands)
|
||||||||||
Realized gains (losses)
|
|
$
|
(236,887
|
)
|
|
$
|
87,618
|
|
|
$
|
(113,836
|
)
|
Change in unrealized gains and losses
|
|
(32,597
|
)
|
|
(41,444
|
)
|
|
209,993
|
|
|||
Investment related foreign exchange gains (losses)
|
|
938
|
|
|
(7,653
|
)
|
|
2,988
|
|
|||
Interest and dividend income, net of withholding taxes
|
|
35,468
|
|
|
25,510
|
|
|
23,915
|
|
|||
Interest, dividend and other expenses
|
|
(17,987
|
)
|
|
(23,937
|
)
|
|
(22,334
|
)
|
|||
Investment advisor compensation on joint venture
|
|
(11,221
|
)
|
|
(19,863
|
)
|
|
(24,543
|
)
|
|||
Income (loss) from equity method investment
|
|
(247
|
)
|
|
—
|
|
|
—
|
|
|||
Net investment income (loss)
|
|
$
|
(262,533
|
)
|
|
$
|
20,231
|
|
|
$
|
76,183
|
|
Income (loss) from investments in related party investment fund
|
|
$
|
(60,573
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total investment related income (loss)
|
|
$
|
(323,106
|
)
|
|
$
|
20,231
|
|
|
$
|
76,183
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
($ in thousands)
|
||||||||||
Current tax (expense) benefit
|
|
$
|
1,840
|
|
|
$
|
465
|
|
|
$
|
(492
|
)
|
Deferred tax (expense) benefit
|
|
(4
|
)
|
|
(14
|
)
|
|
(17
|
)
|
|||
Increase in deferred tax valuation allowance
|
|
(2,168
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax (expense) benefit
|
|
$
|
(332
|
)
|
|
$
|
451
|
|
|
$
|
(509
|
)
|
|
|
Redeemable non-controlling interest in related party joint venture
|
|
Non-controlling interest in related party joint venture
|
|
Total non-controlling interest in related party joint venture
|
||||||||||||||||||||||||||||||||
|
|
Year ended December 31
|
|
Year ended December 31
|
|
Year ended December 31
|
||||||||||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||
Opening balance
|
|
$
|
7,169
|
|
|
$
|
5,884
|
|
|
$
|
12,265
|
|
—
|
|
$
|
12,933
|
|
|
$
|
11,561
|
|
|
$
|
11,118
|
|
—
|
|
$
|
20,102
|
|
|
$
|
17,445
|
|
|
$
|
23,383
|
|
Income (loss) attributed to non-controlling interest
|
|
(2,680
|
)
|
|
201
|
|
|
1,375
|
|
—
|
|
(1,595
|
)
|
|
378
|
|
|
443
|
|
—
|
|
(4,275
|
)
|
|
578
|
|
|
1,818
|
|
|||||||||
Net contribution into (withdrawal from) non-controlling interest
|
|
(2,797
|
)
|
|
1,084
|
|
|
(7,756
|
)
|
—
|
|
(10,853
|
)
|
|
994
|
|
|
—
|
|
—
|
|
(13,650
|
)
|
|
2,079
|
|
|
(7,756
|
)
|
|||||||||
Ending balance
|
|
$
|
1,692
|
|
|
$
|
7,169
|
|
|
$
|
5,884
|
|
|
$
|
485
|
|
|
$
|
12,933
|
|
|
$
|
11,561
|
|
|
$
|
2,177
|
|
|
$
|
20,102
|
|
|
$
|
17,445
|
|
|
|
Facility
|
|
Termination Date
|
|
Notice period required for termination
|
||
|
|
($ in thousands)
|
|
|
|
|
||
Butterfield Bank (Cayman) Limited
|
|
14,900
|
|
|
June 30, 2019
|
|
90 days prior to termination date
|
|
Citibank Europe plc
|
|
400,000
|
|
|
October 11, 2019
|
|
120 days prior to termination date
|
|
|
|
$
|
414,900
|
|
|
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||
Operating lease obligations
|
$
|
169
|
|
|
$
|
169
|
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
401
|
|
Interest and convertible note payable
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
102,400
|
|
|
—
|
|
|
118,400
|
|
|||||||
Loan facility
|
5,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,750
|
|
|||||||
|
$
|
9,919
|
|
|
$
|
4,169
|
|
|
$
|
4,063
|
|
|
$
|
4,000
|
|
|
$
|
102,400
|
|
|
$
|
—
|
|
|
$
|
124,551
|
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
Guy Carpenter
|
|
$
|
376,696
|
|
|
66.4
|
%
|
|
$
|
366,390
|
|
|
52.9
|
%
|
|
$
|
274,816
|
|
|
51.3
|
%
|
Aon Benfield
|
|
70,554
|
|
|
12.4
|
|
|
125,320
|
|
|
18.1
|
|
|
104,684
|
|
|
19.5
|
|
|||
|
|
$
|
447,250
|
|
|
78.8
|
%
|
|
$
|
491,710
|
|
|
71.0
|
%
|
|
$
|
379,500
|
|
|
70.8
|
%
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial
|
|
$
|
10,487
|
|
|
1.8
|
%
|
|
$
|
12,256
|
|
|
1.8
|
%
|
|
$
|
9,419
|
|
|
1.8
|
%
|
Motor
|
|
76,425
|
|
|
13.5
|
|
|
71,188
|
|
|
10.2
|
|
|
38,428
|
|
|
7.2
|
|
|||
Personal
|
|
14,118
|
|
|
2.5
|
|
|
49,491
|
|
|
7.2
|
|
|
46,327
|
|
|
8.6
|
|
|||
Total Property
|
|
101,030
|
|
|
17.8
|
|
|
132,935
|
|
|
19.2
|
|
|
94,174
|
|
|
17.6
|
|
|||
Casualty
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
General Liability
|
|
1,429
|
|
|
0.3
|
|
|
4,753
|
|
|
0.7
|
|
|
11,746
|
|
|
2.2
|
|
|||
Motor Liability
|
|
291,690
|
|
|
51.4
|
|
|
281,551
|
|
|
40.6
|
|
|
223,620
|
|
|
41.7
|
|
|||
Professional Liability
|
|
3,068
|
|
|
0.5
|
|
|
8,703
|
|
|
1.3
|
|
|
11,036
|
|
|
2.1
|
|
|||
Workers' Compensation
|
|
24,101
|
|
|
4.3
|
|
|
24,803
|
|
|
3.6
|
|
|
8,743
|
|
|
1.6
|
|
|||
Multi-line *
|
|
57,497
|
|
|
10.1
|
|
|
123,340
|
|
|
17.8
|
|
|
95,055
|
|
|
17.7
|
|
|||
Total Casualty
|
|
377,785
|
|
|
66.6
|
|
|
443,150
|
|
|
64.0
|
|
|
350,200
|
|
|
65.3
|
|
|||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accident & Health
|
|
69,605
|
|
|
12.2
|
|
|
66,800
|
|
|
9.6
|
|
|
52,114
|
|
|
9.6
|
|
|||
Financial
|
|
16,611
|
|
|
2.9
|
|
|
48,380
|
|
|
7.0
|
|
|
34,034
|
|
|
6.4
|
|
|||
Marine
|
|
394
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
1,496
|
|
|
0.3
|
|
|||
Other Specialty
|
|
2,106
|
|
|
0.4
|
|
|
1,386
|
|
|
0.2
|
|
|
4,054
|
|
|
0.8
|
|
|||
Total Other
|
|
88,716
|
|
|
15.6
|
|
|
116,566
|
|
|
16.8
|
|
|
91,698
|
|
|
17.1
|
|
|||
|
|
$
|
567,531
|
|
|
100.0
|
%
|
|
$
|
692,651
|
|
|
100.0
|
%
|
|
$
|
536,072
|
|
|
100.0
|
%
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
($ in thousands)
|
|||||||||||||||||||
U.S. and Caribbean
|
|
$
|
507,705
|
|
|
89.5
|
%
|
|
$
|
606,510
|
|
|
87.6
|
%
|
|
$
|
432,144
|
|
|
80.6
|
%
|
Worldwide
(1)
|
|
59,366
|
|
|
10.5
|
|
|
86,714
|
|
|
12.5
|
|
|
97,810
|
|
|
18.2
|
|
|||
Europe
(2)
|
|
506
|
|
|
—
|
|
|
(612
|
)
|
|
(0.1
|
)
|
|
6,250
|
|
|
1.2
|
|
|||
Asia
(2)
|
|
(46
|
)
|
|
—
|
|
|
39
|
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
|||
|
|
$
|
567,531
|
|
|
100.0
|
%
|
|
$
|
692,651
|
|
|
100.0
|
%
|
|
$
|
536,072
|
|
|
100.0
|
%
|
|
|
2018
|
||||||||||||||
|
|
Quarter ended
|
||||||||||||||
|
|
March 31 |
|
June 30 |
|
September 30 |
|
December 31 |
||||||||
|
|
($ in thousands, except per share amounts)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Gross premiums written
|
|
$
|
175,125
|
|
|
$
|
142,109
|
|
|
$
|
115,154
|
|
|
$
|
135,143
|
|
Gross premiums ceded
|
|
(29,843
|
)
|
|
(27,237
|
)
|
|
(15,456
|
)
|
|
(30,252
|
)
|
||||
Net premiums written
|
|
145,282
|
|
|
114,872
|
|
|
99,698
|
|
|
104,891
|
|
||||
Change in net unearned premium reserves
|
|
562
|
|
|
13,944
|
|
|
14,406
|
|
|
14,708
|
|
||||
Net premiums earned
|
|
145,844
|
|
|
128,816
|
|
|
114,104
|
|
|
119,599
|
|
||||
Income (loss) from investment in related party investment fund
|
|
—
|
|
|
—
|
|
|
(10,025
|
)
|
|
(50,548
|
)
|
||||
Net investment income (loss)
|
|
(145,216
|
)
|
|
(40,656
|
)
|
|
(70,851
|
)
|
|
(5,810
|
)
|
||||
Other income (expense), net
|
|
(487
|
)
|
|
(76
|
)
|
|
(683
|
)
|
|
(982
|
)
|
||||
Total revenues
|
|
141
|
|
|
88,084
|
|
|
32,545
|
|
|
62,259
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Loss and loss adjustment expenses incurred, net
|
|
95,824
|
|
|
84,815
|
|
|
86,780
|
|
|
96,454
|
|
||||
Acquisition costs, net
|
|
44,209
|
|
|
34,623
|
|
|
28,331
|
|
|
38,312
|
|
||||
General and administrative expenses
|
|
5,956
|
|
|
6,958
|
|
|
7,136
|
|
|
5,123
|
|
||||
Interest expense
|
|
—
|
|
|
—
|
|
|
927
|
|
|
1,578
|
|
||||
Total expenses
|
|
145,989
|
|
|
126,396
|
|
|
123,174
|
|
|
141,467
|
|
||||
Income (loss) before income tax expense
|
|
(145,848
|
)
|
|
(38,312
|
)
|
|
(90,629
|
)
|
|
(79,208
|
)
|
||||
Income tax (expense) benefit
|
|
770
|
|
|
323
|
|
|
355
|
|
|
(1,780
|
)
|
||||
Net income (loss)
|
|
(145,078
|
)
|
|
(37,989
|
)
|
|
(90,274
|
)
|
|
(80,988
|
)
|
||||
Loss (income) attributable to non-controlling interest in related party joint venture
|
|
2,326
|
|
|
621
|
|
|
1,159
|
|
|
169
|
|
||||
Net income (loss) attributable to Greenlight Capital Re, Ltd.
|
|
$
|
(142,752
|
)
|
|
$
|
(37,368
|
)
|
|
$
|
(89,115
|
)
|
|
$
|
(80,819
|
)
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(3.85
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
(2.48
|
)
|
|
$
|
(2.25
|
)
|
Diluted
|
|
$
|
(3.85
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
(2.48
|
)
|
|
$
|
(2.25
|
)
|
Weighted average number of ordinary shares used in the determination of earnings and loss per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
37,087,169
|
|
|
36,952,472
|
|
|
35,952,472
|
|
|
35,952,472
|
|
||||
Diluted
|
|
37,087,169
|
|
|
36,952,472
|
|
|
35,952,472
|
|
|
35,952,472
|
|
|
|
2017
|
||||||||||||||
|
|
Quarter ended
|
||||||||||||||
|
|
March 31 |
|
June 30 |
|
September 30 |
|
December 31 |
||||||||
|
|
($ in thousands)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Gross premiums written
|
|
$
|
197,214
|
|
|
$
|
174,889
|
|
|
$
|
181,588
|
|
|
$
|
138,960
|
|
Gross premiums ceded
|
|
(3,426
|
)
|
|
(2,523
|
)
|
|
(7,931
|
)
|
|
(42,707
|
)
|
||||
Net premiums written
|
|
193,788
|
|
|
172,366
|
|
|
173,657
|
|
|
96,253
|
|
||||
Change in net unearned premium reserves
|
|
(41,886
|
)
|
|
(12,042
|
)
|
|
(964
|
)
|
|
44,832
|
|
||||
Net premiums earned
|
|
151,902
|
|
|
160,324
|
|
|
172,693
|
|
|
141,085
|
|
||||
Net investment income (loss)
|
|
11,618
|
|
|
(39,149
|
)
|
|
63,976
|
|
|
(16,214
|
)
|
||||
Other income (expense), net
|
|
(7
|
)
|
|
303
|
|
|
(520
|
)
|
|
(336
|
)
|
||||
Total revenues
|
|
163,513
|
|
|
121,478
|
|
|
236,149
|
|
|
124,535
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Loss and loss adjustment expenses incurred, net
|
|
104,812
|
|
|
106,016
|
|
|
168,918
|
|
|
122,658
|
|
||||
Acquisition costs, net
|
|
43,211
|
|
|
45,429
|
|
|
38,011
|
|
|
35,089
|
|
||||
General and administrative expenses
|
|
6,743
|
|
|
6,347
|
|
|
8,202
|
|
|
5,064
|
|
||||
Total expenses
|
|
154,766
|
|
|
157,792
|
|
|
215,131
|
|
|
162,811
|
|
||||
Income (loss) before income tax
|
|
8,747
|
|
|
(36,314
|
)
|
|
21,018
|
|
|
(38,276
|
)
|
||||
Income tax (expense) benefit
|
|
(121
|
)
|
|
295
|
|
|
(65
|
)
|
|
342
|
|
||||
Net income (loss)
|
|
8,626
|
|
|
(36,019
|
)
|
|
20,953
|
|
|
(37,934
|
)
|
||||
Loss (income) attributable to non-controlling interest in related party joint venture
|
|
(252
|
)
|
|
550
|
|
|
(1,078
|
)
|
|
202
|
|
||||
Net income (loss) attributable to Greenlight Capital Re, Ltd.
|
|
$
|
8,374
|
|
|
$
|
(35,469
|
)
|
|
$
|
19,875
|
|
|
$
|
(37,732
|
)
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.22
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.53
|
|
|
$
|
(1.02
|
)
|
Diluted
|
|
$
|
0.22
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.53
|
|
|
$
|
(1.02
|
)
|
Weighted average number of ordinary shares used in the determination of earnings and loss per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
37,341,338
|
|
|
37,025,703
|
|
|
37,345,985
|
|
|
37,023,895
|
|
||||
Diluted
|
|
37,376,649
|
|
|
37,025,703
|
|
|
37,375,273
|
|
|
37,023,895
|
|
Type of Investment
|
|
Cost
|
|
Fair Value
|
|
Balance
Sheet Value |
||||||
|
|
($ in thousands)
|
||||||||||
Equity securities, trading, at fair value
|
|
|
|
|
|
|
||||||
Equities – listed
|
|
50,521
|
|
|
36,908
|
|
|
36,908
|
|
|||
Total investments, trading
|
|
$
|
50,521
|
|
|
$
|
36,908
|
|
|
$
|
36,908
|
|
Other investments, at fair value
|
|
|
|
|
|
|
||||||
Private investments and unlisted equity funds
|
|
$
|
6,672
|
|
|
$
|
6,405
|
|
|
$
|
6,405
|
|
Investment accounted for under the equity method
|
|
NA
|
|
|
5,003
|
|
|
5,003
|
|
|||
Total other investments, at fair value
|
|
6,672
|
|
|
11,408
|
|
|
11,408
|
|
|||
Total investments
|
|
$
|
57,193
|
|
|
$
|
48,316
|
|
|
$
|
48,316
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
($ in thousands)
|
||||||
Assets
|
|
|
|
|
|
|
||
Other investments
|
|
$
|
800
|
|
|
$
|
—
|
|
Cash and cash equivalents
|
|
3
|
|
|
84
|
|
||
Investment in subsidiaries
|
|
553,323
|
|
|
815,009
|
|
||
Notes receivable, net
|
|
21,965
|
|
|
15,355
|
|
||
Due from subsidiaries
|
|
—
|
|
|
876
|
|
||
Total assets
|
|
$
|
576,091
|
|
|
$
|
831,324
|
|
Liabilities and equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Convertible senior notes payable, net of deferred costs
|
|
$
|
91,185
|
|
|
$
|
—
|
|
Due to subsidiaries
|
|
7,619
|
|
|
—
|
|
||
Total liabilities
|
|
98,804
|
|
|
—
|
|
||
Shareholders’ equity
|
|
|
|
|
||||
Share capital
|
|
3,638
|
|
|
3,736
|
|
||
Additional paid-in capital
|
|
499,726
|
|
|
503,316
|
|
||
Retained earnings (deficit)
|
|
(26,077
|
)
|
|
324,272
|
|
||
Total shareholders’ equity
|
|
477,287
|
|
|
831,324
|
|
||
Total liabilities and equity
|
|
$
|
576,091
|
|
|
$
|
831,324
|
|
|
|
Year ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
($ in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
|
||||||
Net investment income
|
|
$
|
1,574
|
|
|
$
|
34,487
|
|
|
$
|
952
|
|
Total revenues
|
|
1,574
|
|
|
34,487
|
|
|
952
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|
|||
General and administrative expenses
|
|
4,445
|
|
|
4,691
|
|
|
4,042
|
|
|||
Interest expense
|
|
2,505
|
|
|
—
|
|
|
—
|
|
|||
Total expenses
|
|
6,950
|
|
|
4,691
|
|
|
4,042
|
|
|||
Net income (loss) before equity in earnings of consolidated subsidiaries
|
|
(5,376
|
)
|
|
29,796
|
|
|
(3,090
|
)
|
|||
Equity in earnings of consolidated subsidiaries
|
|
(344,678
|
)
|
|
(74,748
|
)
|
|
47,971
|
|
|||
Consolidated net income (loss)
|
|
$
|
(350,054
|
)
|
|
$
|
(44,952
|
)
|
|
$
|
44,881
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
($ in thousands)
|
||||||||||
Cash provided by (used in) operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(350,054
|
)
|
|
$
|
(44,952
|
)
|
|
$
|
44,881
|
|
Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities
|
|
|
|
|
|
|
|
|
|
|||
Equity in earnings of consolidated subsidiaries
|
|
344,678
|
|
|
74,748
|
|
|
(47,971
|
)
|
|||
Share-based compensation expense, net of forfeitures
|
|
4,382
|
|
|
4,691
|
|
|
4,042
|
|
|||
Amortization and interest expense
|
|
2,505
|
|
|
0
|
|
|
0
|
|
|||
Net change in
|
|
|
|
|
|
|
|
|
|
|||
Due from subsidiaries
|
|
876
|
|
|
(876
|
)
|
|
—
|
|
|||
Due to subsidiaries
|
|
7,619
|
|
|
(29,023
|
)
|
|
12,037
|
|
|||
Net cash provided by (used in) operating activities
|
|
10,006
|
|
|
4,588
|
|
|
12,989
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchase of investments
|
|
(800
|
)
|
|
—
|
|
|
—
|
|
|||
Change in note receivable
|
|
(6,610
|
)
|
|
(191
|
)
|
|
(12,989
|
)
|
|||
Contributed surplus to subsidiaries, net
|
|
(82,750
|
)
|
|
(1,500
|
)
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
|
(90,160
|
)
|
|
(1,691
|
)
|
|
(12,989
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|
|||
Net proceeds from issuance of convertible senior notes payable, net of costs
|
|
96,576
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of Class A ordinary shares
|
|
(16,503
|
)
|
|
(2,819
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
80,073
|
|
|
(2,819
|
)
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(81
|
)
|
|
78
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of the year
|
|
84
|
|
|
6
|
|
|
6
|
|
|||
Cash and cash equivalents at end of the year
|
|
$
|
3
|
|
|
$
|
84
|
|
|
$
|
6
|
|
Supplementary information
|
|
|
|
|
|
|
||||||
Non cash consideration from (to) subsidiaries, net
|
|
$
|
(242
|
)
|
|
$
|
(162
|
)
|
|
$
|
72
|
|
Year
|
Segment
|
Deferred
acquisition costs, net |
Reserves
for losses and loss adjustment expenses – gross |
Unearned
premiums – gross |
Net
premiums earned |
Total
investment related income (loss) |
Net losses,
and loss adjustment expenses |
Amortization
of deferred acquisition costs |
Other
operating expenses |
Gross
premiums written |
||||||||||||||||||
2018
|
Property & Casualty
|
$
|
49,929
|
|
$
|
482,662
|
|
$
|
211,789
|
|
$
|
508,363
|
|
$
|
(323,106
|
)
|
$
|
363,873
|
|
$
|
145,475
|
|
$
|
25,173
|
|
$
|
567,531
|
|
2017
|
Property & Casualty
|
$
|
62,350
|
|
$
|
464,380
|
|
$
|
255,818
|
|
$
|
626,004
|
|
$
|
20,231
|
|
$
|
502,404
|
|
$
|
161,740
|
|
$
|
26,356
|
|
$
|
692,651
|
|
2016
|
Property & Casualty
|
$
|
61,022
|
|
$
|
306,641
|
|
$
|
222,527
|
|
$
|
513,118
|
|
$
|
76,183
|
|
$
|
380,815
|
|
$
|
134,534
|
|
$
|
25,808
|
|
$
|
536,072
|
|
Year
|
Segment
|
|
Direct gross
premiums |
|
Premiums
ceded to other companies |
|
Premiums
assumed from other companies |
|
Net written premiums
|
|
Percentage of
amount assumed to net |
|||||||||
2018
|
Property & Casualty
|
|
$
|
—
|
|
|
$
|
102,788
|
|
|
$
|
567,531
|
|
|
$
|
464,743
|
|
|
122
|
%
|
2017
|
Property & Casualty
|
|
$
|
—
|
|
|
$
|
56,587
|
|
|
$
|
692,651
|
|
|
$
|
636,064
|
|
|
109
|
%
|
2016
|
Property & Casualty
|
|
$
|
—
|
|
|
$
|
10,015
|
|
|
$
|
536,072
|
|
|
$
|
526,057
|
|
|
102
|
%
|
Exhibit Number
|
Description of Exhibit
|
3.1
|
|
4.1
|
|
4.2
|
|
4.3
|
|
10.1
|
|
10.2 (1)
|
|
10.3 (1)
|
|
10.4 (1)
|
|
10.5 (1)
|
|
10.6 (1)
|
|
10.7
|
|
10.8
|
|
10.9 (1)
|
|
10.10 (1)
|
|
10.11
|
|
10.12 (1)
|
|
10.15
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
(a)
|
Investment Program; Account
.
|
(i)
|
Subject to the provisions of clause (d) below, Investment Advisor shall be empowered, on a non-exclusive basis, to exercise full discretion in the management of the trading and investment transactions of the Collateral Assets, provided that any and all such trading, investment transactions and related activities shall be consistent with the investment guidelines, provided by the Client in writing to the Investment Advisor (the “
Collateral Investment Guidelines
”); provided, that if the Client provides amended Collateral Investment Guidelines to the Investment Advisor, the Investment Advisor shall have 15 Business Days to take any actions necessary to bring the account containing the Collateral Assets in compliance with such amended Collateral Investment Guidelines; and
|
(ii)
|
The Client hereby agrees that the Collateral Assets shall at all times be held in an account advised by Investment Advisor (the “
Account
”). At no time shall Investment Advisor have any custody of such Account or physical possession of any Collateral Asset or other asset held in such account, nor shall Investment Advisor have any responsibility for holding or transferring the assets held in such Account (other than in connection with the payment of expenses as set forth herein).
|
(b)
|
Authority of Investment Advisor
. Subject to the limitations contained elsewhere in this Agreement, Investment Advisor may execute, deliver and perform all contracts, agreements and other undertakings and engage in all activities and transactions as may, in the reasonable discretion of Investment Advisor, be necessary or advisable to carry out the objectives of this Agreement (including without limitation all federal securities filings relating to any of the investment activities set forth in this Section 1). The Investment Advisor shall notify the Client if it executes any contract, agreement or undertaking on behalf of the Client that could reasonably be expected to require disclosure by the Client on a Form 8K pursuant to Section 13(d) or 15(d) of the Unites States Securities Exchange Act of 1934, as amended, or other applicable law, and shall cooperate with the Client to allow a timely and proper disclosure to be made.
|
(c)
|
Power of Attorney
. Subject to the provisions of clause (d) below, in furtherance of the foregoing, the Client hereby designates and appoints Investment Advisor as agent and attorney-in-fact, with full power and authority and without the need for further approval of the Client (except as may be required by applicable law) to have the exclusive power on behalf of the Client in respect of the Account to:
|
(i)
|
effect any and all transactions in Securities, including foreign exchange transactions;
|
(ii)
|
determine all matters relating to the manner, method and timing of investment transactions and to engage consultants and analysts in connection therewith;
|
(iii)
|
select brokers (including prime brokers), custodians, dealers, banks and other intermediaries by or through whom such investment transactions will be executed or carried out;
|
(iv)
|
direct banks, brokers or other custodians to effect deliveries of funds or assets, but only in the course of effecting investment transactions for the account of the Client pursuant to this Agreement;
|
(v)
|
exercise all voting and other powers and privileges attributable to any Securities or other property held for the account of the Client hereunder; and
|
(vi)
|
make and execute all such documents and to take all such other actions as Investment Advisor considers necessary or appropriate to carry out its investment advisory duties hereunder, including, without limitation, opening brokerage (including prime brokerage) accounts, bank accounts, futures accounts, custody accounts and other similar accounts, and any other required documentation including, without limitation, swaps, securities, lending arrangements and similar agreements on behalf of the Client in respect of the Collateral Assets.
|
(d)
|
Exclusive Delegation of Certain Rights
. Notwithstanding any provision of this Agreement to the contrary, it is the express intention of the parties, and the parties acknowledge and agree that, subject to the Guidelines, until the termination of this Agreement for any reason as provided in Section 9 hereof:
|
(i)
|
Investment Advisor shall have sole voting power with respect to the Collateral Assets; and
|
(ii)
|
Investment Advisor shall have sole investment and dispositive power with respect to the Collateral Assets.
|
(e)
|
Certain Considerations in Selecting Brokers, Etc
. In connection with the transactions contemplated by this Agreement, the Client acknowledges and agrees that in the course of selecting brokers, dealers, banks and financial intermediaries to effect such transactions, Investment Advisor may agree to such commissions, fees and other charges as it shall deem reasonable under the circumstances, taking into consideration all such factors as Investment Advisor deems relevant, including the following: the ability to effect prompt and reliable executions at favorable prices; the operational efficiency with which transactions are effected; the financial strength, integrity and stability of the broker; the quality, comprehensiveness and frequency of available research and other services considered to be of value (even if such research and other services are not for the exclusive benefit of the Client); and the competitiveness of commission rates in comparison with other brokers satisfying Investment Advisor’s other selection criteria. It is understood that the costs of such services will not necessarily represent the lowest costs available and that Investment Advisor is under no obligation to combine or arrange orders so as to obtain reduced charges.
|
(a)
|
From time to time, either Greenlight Re or GRIL may wish to enter into transactions to hedge (“
Hedging Transactions
”) their respective exposure to fluctuations in foreign exchange rates with respect to loss reserves held by Greenlight Re or GRIL, as the case may be.
|
(b)
|
In connection with such Hedging Transactions, Investment Advisor shall establish one or more accounts for the purpose of engaging in Hedging Transactions.
|
(c)
|
Each of the persons set forth on Schedule 1(x) hereto, acting individually, shall be authorized to instruct Investment Advisor to enter into, close out and otherwise deal with, Hedging Transactions on behalf of a Client.
|
(d)
|
This arrangements set forth under this Section 1(x) may be terminated by any of Greenlight Re, GRIL or Investment Advisor at any time, with or without cause, by delivering written notice of such termination to the other parties hereto.
|
(a)
|
all costs and expenses directly related to portfolio investments or prospective investments and operations incurred pursuant to this Agreement, including brokerage and other transaction costs, data fees, clearing and settlement charges, outsourced trading service expenses, trade break fees, and brokerage products and services (including risk management services and order management systems), legal fees and other expenses in connection with conducting due diligence and negotiating the terms of investments (including investment-related travel expenses incurred with respect to specific potential or existing investments), regardless of whether such investments are consummated, custodial fees, administrator fees and expenses, third party valuation services, expenses and costs of expert networks, expenses and costs of obtaining surveys, analysis or other data sets
|
(b)
|
any governmental, regulatory, licensing, filing or registration fees (including any costs incurring in preparing and/or submitting filings and licenses) incurred in compliance with the rules of any self-regulatory organization or any federal, state or local laws;
|
(c)
|
any indemnification expenses and any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation in respect of the activities incurred pursuant to this Agreement or is instituted against any Covered Person (as defined below) in its capacity as such;
|
(d)
|
the expenses incurred in connection with obtaining legal, tax and accounting advice and the advice of other consultants and experts on behalf of the Client in respect of this Agreement;
|
(e)
|
the costs of any outside appraisers, accountants, attorneys or other experts engaged by Investment Advisor as well as other expenses directly related to the investment and management of the Collateral Assets;
|
(f)
|
all costs and expenses associated with compliance with any applicable federal and state laws; and
|
(g)
|
all costs and expenses associated with reporting and providing information to the Client.
|
(a)
|
Investment Advisor is not required to devote its full time to its duties under this Agreement, but must devote such of its time to such duties as it, in its discretion exercised in good faith, determines to be necessary to conduct the affairs contemplated by this Agreement.
|
(b)
|
This Agreement shall not restrict in any way the ability of Investment Advisor or any of its Affiliates to engage in any other business or investment activities. It is expressly understood that Investment Advisor and its Affiliates may effect investment transactions for their own accounts and other accounts they manage which may or may not be affiliated with the Collateral Assets and the Client, and nothing herein shall restrict the ability of Investment Advisor or its Affiliates to engage in any such transactions;
provided
,
however
, that Investment Advisor shall not, without the prior written consent of the Client’s Board either (i) purchase any Collateral Asset from, or sell any Collateral Asset to, Investment Advisor or any other account which Investment Advisor or any of its Affiliates is the investment advisor to or is otherwise a beneficial owner of, or (ii) enter into any transaction that would constitute a “principal transaction” under the U.S. Investment Advisers Act of 1940, as amended (the “
Advisers Act
”).
|
(c)
|
It is understood that when Investment Advisor determines that it would be appropriate for more than one account it manages to participate in an investment opportunity, Investment Advisor will seek to execute orders for, or otherwise allocate such opportunities to, such accounts on an equitable basis. In such situations, Investment Advisor may place orders for each account simultaneously and if all such orders are not filled at the same price, Investment Advisor may cause each account that is participating to pay or receive the average of the prices at which such orders were filled. If all such orders cannot be fully executed under prevailing market conditions, Investment Advisor may allocate among the accounts the securities traded in a manner which Investment Advisor considers in its reasonable discretion equitable, taking into account the size of the order placed for each account as well as any other factors which Investment Advisor deems relevant. However, Investment Advisor is not obligated to devote any specific amount of time to its duties under this Agreement and is not required to accord exclusivity or priority to the Client in the management of the Collateral Assets in the event of limited investment opportunities arising from the application of speculative position limits or other factors.
|
(a)
|
To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Client or the management of the Collateral Assets, such Covered Person acting under this Agreement is not liable to the Client for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.
|
(b)
|
To the fullest extent permitted by law, unless otherwise expressly provided for herein, (i) whenever a conflict of interest exists or arises between Investment Advisor or any of its Affiliates, on the one hand, and the Client on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that Investment Advisor must act in a manner which is, or provide terms which are, fair and reasonable, Investment Advisor must resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party, including its own interest, to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by Investment Advisor, the resolution, action or terms so made, taken or provided by Investment Advisor do not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of Investment Advisor at law or in equity or otherwise.
|
(c)
|
To the fullest extent permitted by applicable law, except as provided elsewhere in this Agreement, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or under a grant of similar authority or latitude, such Person is entitled to consider only such interests and factors as it desires, including its own interests, and has no duty or obligation to give any consideration to any interest of or factors affecting the Client, or (ii) in its “good faith” or under another express standard, then such Person acts under such express standard and is not subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.
|
(a)
|
This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York which are applicable to contracts made and entirely to be performed therein, without regard to the place of performance hereunder.
|
(b)
|
Each party hereto submits to the jurisdiction of any state or federal court sitting in New York, New York in any action arising out of or relating to this Agreement and agrees that all claims in respect of any such action may be heard and determined in any such court. Each party hereto agrees that a final judgment in any action so brought will be conclusive and may be enforced by action on the judgment or in any other manner provided at law or in equity. Each party hereto waives any defense of inconvenient forum to the maintenance of any action so
|
Participant:
|
Simon Burton
|
Address:
|
|
|
Seven Mile Beach, Grand Cayman
|
Total Option Shares:
|
480,000
|
Exercise Price Per Share:
|
U.S.$ 21.20
|
Date of Grant:
|
7/06/2017
|
Expiration Date:
|
7/06/2027
|
|
|
|
|
|
|
GREENLIGHT CAPITAL RE, LTD.
|
PARTICIPANT
|
By:
/s/ Tim Courtis
|
/s/ Simon Burton
(Signature)
|
Tim Courtis
Chief Financial Officer
|
Simon Burton
|
|
|
|
|
|
|
Participant:
|
Leonard Goldberg
|
Address:
|
505 S Orange Ave Unit 402
|
|
Sarasota, FL, USA
|
Total Option Shares:
|
22,750
|
Exercise Price Per Share:
|
U.S.$ 22.10
|
Date of Grant:
|
April 3, 2017
|
Expiration Date:
|
April 3, 2027
|
|
|
|
|
|
|
GREENLIGHT CAPITAL RE, LTD.
|
PARTICIPANT
|
By:
/s/ Tim Courtis
|
/s/ Leonard Goldberg
(Signature)
|
Tim Courtis
Chief Financial Officer
|
Leonard Goldberg
|
|
|
|
|
|
|
Participant:
|
Leonard Goldberg
|
Address:
|
505 S Orange Ave Unit 402
|
|
Sarasota, FL, USA
|
Total Option Shares:
|
19,500
|
Exercise Price Per Share:
|
U.S.$ 21.40
|
Date of Grant:
|
August 1, 2017
|
Expiration Date:
|
August 1, 2027
|
|
|
|
|
|
|
GREENLIGHT CAPITAL RE, LTD.
|
PARTICIPANT
|
By:
/s/ Tim Courtis
|
/s/ Leonard Goldberg
(Signature)
|
Tim Courtis
Chief Financial Officer
|
Leonard Goldberg
|
|
|
|
|
|
|
Combined Ratio
|
Number of Earned Restricted Shares
|
97% or Less
|
30,660
|
Above 97% and less than 102%
|
Determined based on linear interpolation between the points
|
102% and Higher
|
0
|
(b)
|
Vesting
. Subject to Sections 4(c) and 4(d), the restrictions described in Section 3 above will lapse on the Vesting Date with respect to any Earned Restricted Shares. Any Restricted Shares that do not become Earned Restricted Shares will be automatically repurchased for par value and cancelled by the Company on the Determination Date and all of the Grantee’s rights to such Shares shall immediately terminate.
|
(1)
|
Greenlight Capital Re, Ltd. (the “
Company
”) and Greenlight Reinsurance, Ltd. (the “
Subsidiary
”), (together with the Company, the “
Employer
”); and
|
(2)
|
Laura Accurso (the “
Executive
”).
|
(a)
|
The Subsidiary previously entered into an employment agreement with Executive dated as of November 23, 2010 (the “
Prior Agreement
”), pursuant to which Executive served as Counsel and Corporate Secretary; and
|
(b)
|
The Employer desires to continue to retain the services of the Executive as the General Counsel (“
GC
”) of the Employer (the “
Employment
”); and
|
(c)
|
The Parties have agreed to enter into the Employment on the terms set out herein.
|
1.
|
Employment.
|
1.1
|
The Employer hereby agrees to continue to employ the Executive as the GC, and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.
|
2.
|
Employment Period.
|
2.1
|
The period of employment of Executive by the Employer under this Agreement (the “
Employment Period
”) shall commence on the date first written above (“
Effective Date
”) and shall continue until terminated by either party in accordance with Section 9 of this Agreement. Executive’s employment shall at all times be “at will” and not for a definite duration, and nothing contained herein shall confer upon Executive any contractual right to continued employment.
|
2.2
|
The Employment is conditional upon the Executive maintaining the right to live and work in the Cayman Islands.
|
3.
|
Position and Duties.
|
3.1
|
The Executive shall serve as GC and shall report directly to the Chief Executive Officer of the Company (the “
CEO
”).
|
3.2
|
The Executive shall have those powers and duties ordinarily associated with the position of GC and such other powers and duties as may reasonably be prescribed by the CEO; provided that, such other powers and duties are consistent with Executive’s position as GC and do not violate any applicable laws or regulations.
|
3.3
|
The Executive shall perform her duties to the best of her abilities and shall devote all of her working time, attention and energies to the performance of her duties for the Employer. The Executive shall not accept any other post, role or employment during the period of the Employment without having first obtained the written consent of the Employer.
|
3.4
|
During the Employment Period, if requested by the Board of Directors of the Company (the “
Board
”), Executive shall also serve as an officer and/or director of other subsidiaries or affiliates of the Employer for no additional compensation.
|
3.5
|
The Executive's normal hours of work shall be 8:30 am - 6:00 pm Monday-Friday, with a one hour lunch break to be taken at a time consistent with the business needs of the Employer.
|
3.6
|
The Executive's standard work week is 42.5 hours. As an employee of professional and managerial level, the Executive will work such additional hours in excess of her standard work week as are necessary to properly discharge her duties and hereby waives any entitlement to overtime pay in respect of such additional hours or for any hours worked on a public holiday.
|
4.
|
Place of Performance.
|
4.1
|
The Executive’s principal place of work shall be the Employer's premises in the Cayman Islands.
|
4.2
|
The Executive may be required to travel and work overseas insofar as is necessary to discharge her duties and meet the business needs of the Employer. At all times the Executive shall conduct the business needs of the Employer in such a manner as to ensure that neither Executive nor Employer is deemed to be engaged in a trade or business within the United States of America.
|
5.
|
Compensation and Related Matters
.
|
5.1
|
The Subsidiary shall pay the Executive a base salary of US $355,000 per annum (the “
Base Salary
”), such salary to be paid monthly in arrears by direct deposit to a bank account nominated by the Executive.
|
5.2
|
The Executive shall be paid the Base Salary gross and the Executive shall be solely responsible for the payment of any national, state or federal taxes or similar obligations to
|
5.3
|
The CEO shall periodically review Executive’s Base Salary consistent with the compensation practices and guidelines of the Subsidiary. If Executive’s Base Salary is increased by the CEO, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement.
|
5.4
|
The Executive hereby consents to all deductions as may be permitted by law being made by the Employer from the Base Salary.
|
5.5
|
During the Employment Period, the Subsidiary shall promptly reimburse Executive for all reasonable out-of-pocket expenses properly incurred by Executive in the ordinary course of the Employer’s business that are reported and evidenced to the Subsidiary in accordance with its published expense reimbursement policies and procedures.
|
5.6
|
In addition to Base Salary during the Employment, the Executive shall be eligible to be considered for a discretionary annual bonus based on pre-established individual and Company performance metrics established by the Board (the “
Bonus
”). For the avoidance of doubt the payment of any bonus is entirely within the discretion of the Board and the Executive shall not have any entitlement to be paid any particular amount or anything at all in this regard.
|
5.7
|
The Executive shall be eligible to be considered for a discretionary Bonus with a target of 50% of Base Salary (the “
Target Bonus
”). Any Bonus earned during a calendar year shall be paid in accordance with the bonus payment provisions of the Company’s applicable compensation plan (the “
Compensation Plan
”), as amended from time to time, and shall be subject to such other terms and conditions as are set forth therein.
|
5.8
|
In order to be eligible to receive a bonus, the Executive must be employed by the Company and not serving out any period of notice (such as the notice period given prior to termination) on the date that Bonus is to be awarded.
|
6.
|
Leave
.
|
6.1
|
The Executive shall be entitled to 25 days paid vacation per calendar year, in addition to Cayman Islands public holidays, which shall accrue pro rata during the course of the year in accordance with the Employer’s published policies as amended from time to time and shall be taken at a time mutually agreed with the Employer. For the avoidance of doubt, unused leave may not be carried into subsequent years without the express written consent in advance of the Employer.
|
6.2
|
The Executive shall be entitled to a maximum of ten days paid sick leave per year, such leave to be taken only when sick or otherwise incapacitated from work. The Employer shall in its discretion be entitled to request the production of a doctor's note in support of any such absence.
|
6.3
|
The Executive shall also be entitled to compassionate, adoption and such other leave as may be prescribed by law.
|
7.
|
Benefits
.
|
7.1
|
In accordance with the National Pensions Law, the Executive will be required to participate in the pension plan nominated by the Employer. The Executive’s participation will be in accordance with applicable law and Company policy as in effect from time to time, including with respect to Employer contributions and salary deductions.
|
7.2
|
The Employer shall enroll the Executive and her dependents in an approved medical insurance plan in accordance with the Health Insurance Law (as amended) and shall pay any premiums as mandated by law in respect thereof.
|
7.3
|
The Executive shall also be eligible to participate in any other employee benefit plan as may be provided from time to time by the Employer.
|
8.
|
Long Term Incentive Plan
.
|
8.1
|
The Executive shall be eligible to receive equity awards in accordance with the Long-Term Incentive Plan (the “
LTIP
”) as set out in the Compensation Plan.
|
8.2
|
For the avoidance of doubt the grant of any LTIP award is entirely within the discretion of the Board. Shares will vest on the third anniversary the date of grant.
|
8.3
|
If the Employment is terminated by the Company Without Cause or by the Executive For Good Reason, or upon death or Disability, LTIP awards are not cancelled and shall remain subject to the vesting conditions.
|
8.4
|
On termination by the Company For Cause or by the Executive Without Good Reason, the unvested LTIP awards shall be cancelled and all restricted Class A Shares shall be immediately forfeited.
|
9.
|
Termination
.
|
9.1
|
The Employment may be terminated under the following circumstances:
|
9.1.1
|
Death
. The Employment hereunder shall terminate automatically upon the Executive’s death;
|
9.1.2
|
Disability
. If, as a result of Executive’s incapacity due to physical or mental illness, the Executive shall have been substantially unable to perform her duties hereunder for an entire period of at least 90 consecutive days or 180 non-consecutive days within any 365-day period (“
Disability
”), the Employer shall have the right to terminate the Employment without further notice and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of the Agreement.
|
9.1.3
|
Cause
. The Employer shall have the right to terminate the Employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of the Agreement. For purposes of the Agreement, “
Cause
” shall mean:
|
(a)
|
Misconduct on the part of the Executive so serious that the Employer cannot reasonably be expected to take any action other than termination;
|
(b)
|
Further misconduct on the part of the Executive within twelve (12) months of the issue of a formal written warning in respect of misconduct so serious that the Employer cannot reasonably be expected to tolerate any repetition thereof;
|
(c)
|
A failure by the Executive to commence performance of her duties in a satisfactory manner within one (1) month of the issue of a formal a written warning in respect thereof.
|
9.1.4
|
Misconduct includes (but is not limited to):
|
(a)
|
Habitual drug or alcohol use which impairs the ability of Executive to perform her duties hereunder (other than where such drug is prescribed be and administered in accordance with the instructions of a qualified physician);
|
(b)
|
Commission of a criminal offence in the course of the Employment (other than a minor traffic offence);
|
(c)
|
Wilful violation of the Restrictive Covenants set forth in Section 11 of the Agreement;
|
(d)
|
Wilful failure or refusal to perform duties hereunder after a written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has failed or refused to perform her duties;
|
(e)
|
Breach of any material provision of the Agreement or any policies of the Employer entities or any of their affiliates (collectively, the “
Group
”) related to conduct which is not cured, if curable, within ten (10) days after written notice thereof.
|
9.2
|
The Employer shall have the right to suspend the Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s employment for Cause during which period the Executive may be excluded from the Employer's offices and/or business and such action shall not give Executive Good Reason to terminate her employment.
|
9.3
|
Good Reason
. The Executive may terminate her employment with the Employer for “
Good Reason
” within thirty (30) days after Executive has knowledge of the occurrence, without Executive’s written consent, of any one of the events defined below that has not been cured, if curable, within thirty (30) days after written notice thereof has been given by the Executive to the Employer and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of the Agreement. “
Good Reason
” shall be limited to the following: (i) any material and adverse change to Executive’s title or duties which is inconsistent with her duties set forth herein, (ii) a reduction of Executive’s Base Salary, or (iii) a failure by the Employer to comply with any other material provisions of the Agreement.
|
9.4
|
Without Good Reason
. The Executive shall have the right to terminate her employment hereunder without Good Reason by providing the Employer with a Notice of Termination at least ninety (90) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of the Agreement.
|
9.5
|
Without Cause
. The Employer shall have the right to terminate the Employment without Cause at any time by providing Executive with a Notice of Termination at least 90 days prior to such termination and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of the Agreement.
|
9.6
|
Having provided Notice of Termination in accordance with clause 9.5 above the Employer may in its absolute discretion:
|
9.6.1
|
terminate the employment immediately upon payment to the Executive of all sums that she would have received had she worked throughout the period of notice; or
|
9.6.2
|
place the Executive on “garden leave” for some or all of the period of notice whereby she will not be required to attend at the Employer’s premises or render any services unless expressly required to do so.
|
10.
|
Compensation Upon Termination
.
|
10.1
|
In the event the Executive’s employment is terminated other than due to the Executive’s death, the Subsidiary shall provide the Executive with the payments set forth below and shall not be required to provide any other payments or benefits to Executive upon such termination.
|
10.2
|
The Executive acknowledges and agrees that the payments set forth in this Section 10 constitute liquidated damages for termination of her employment and that prior to receiving any such payments under this Section 10, other than the Accrued Obligations (as defined below), and as a material condition thereof, Executive shall, if requested by the Employer, sign and agree to be bound by a general release of claims (a “
Release
”) against the Employer and its affiliates related to the Employment and its termination with the Employer in such form as the Board reasonably determines.
|
10.3
|
If the Executive should fail to execute such Release within 45 days following the later of (i) the date upon which the Executive’s employment terminates (the “Termination Date”) or (ii) the date Executive actually receives an execution copy of such Release (which shall be delivered to Executive within ten (10) business days following of the Termination Date and if not timely delivered, the release condition will be deemed waived by the Company with respect to payments under this Section 11), the Company and Subsidiary shall not have any obligation to make the payments contemplated under this Section 10;
|
10.4
|
Any release provided pursuant to this Section 10 shall not limit, release or waive Executive’s right to indemnification as provided for by the Agreement or otherwise by law or contract and shall not impose additional restrictive covenants of the type provided for in
the Agreement. Upon the Executive’s termination of employment for any reason, upon the request of the Board, he shall immediately resign any membership or positions that he then holds with the Employer or any of its affiliates.
|
10.5
|
If the Executive’s employment is terminated by the Employer Without Cause or by Executive for Good Reason:
|
10.5.1
|
the Subsidiary shall pay to Executive as soon as practicable following such termination, but in no event later than two and one half months following the Termination Date:
|
(a)
|
her accrued, but unpaid Base Salary earned until the Termination Date and any accrued, but unused vacation pay as at the Termination Date;
|
(b)
|
any earned, but unpaid Bonus earned under the terms of the Compensation Plan for years prior to the year in which the Termination Date occurs payable in accordance with the terms of such plan (together with Section 10.5.1(a), the “
Accrued Obligations
”);
|
(c)
|
the target Bonus Executive would have earned for the year of termination assuming targets have been achieved, pro-rated based on the number of days Executive was employed by the Employer during the year over the number of days in such year (the “
Pro-Rated Bonus
”);
|
10.5.2
|
commencing on the 60th day following the Termination Date (and provided the Executive does not breach this Agreement following her termination in which case all payments under this clause shall cease) the Subsidiary shall pay to the Executive an amount equal to 50% of the sum of her annual rate of Base Salary and Target Bonus (assuming targets have been achieved) payable over six (6) months in substantially equal monthly installments (the “
Severance Payment
”);
|
10.5.3
|
the Subsidiary shall promptly reimburse the Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment (contingent upon the availability of appropriate evidence); and
|
10.5.4
|
the Executive shall be entitled to any other Benefits, as defined in Section 7 of this Agreement, for a period of six months following the Termination Date. The Executive shall also be entitled to any quantitative bonus payments as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer.
|
10.6
|
If the Executive’s employment is terminated by the Employer for Cause or by the Executive Without Good Reason:
|
10.6.1
|
the Subsidiary shall pay the Executive, in accordance with the relevant payment provisions set forth in Section 10.5.1, the Accrued Obligations; and
|
10.6.2
|
the Subsidiary shall promptly reimburse the Executive pursuant for all reasonable expenses incurred, but not paid prior to such termination of employment (contingent upon the availability of appropriate evidence); and
|
10.6.3
|
the Executive shall be entitled to any other Benefits, as defined in Section 7 of this Agreement, for a period of six months following the Termination Date. The Executive shall also be entitled to any quantitative bonus payments as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer.
|
10.7
|
During any period that Executive fails to perform her duties hereunder as a result of incapacity due to physical or mental illness (the “
Disability Period
”), Executive shall continue to receive her full compensation and benefits under the Agreement until her employment is terminated pursuant to Section 9.1.2 hereof.
|
10.8
|
In the event Executive’s employment is terminated for Disability pursuant to Section 9.1.2 hereof:
|
10.8.1
|
the Subsidiary shall pay to the Executive as soon as reasonably practicable following such termination the Accrued Obligations and the Pro-Rated Bonus; and
|
10.8.2
|
the Subsidiary shall promptly reimburse the Executive pursuant for all reasonable expenses incurred, but not paid prior to the Termination Date (contingent upon the availability of appropriate evidence); and
|
10.8.3
|
the Executive shall be entitled to any other Benefits, as defined in Section 7 of this Agreement, for a period of six months following the Termination Date. The Executive shall also be entitled to any quantitative bonus payments as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer.
|
10.9
|
If Executive’s employment is terminated by her death:
|
10.9.1
|
the Subsidiary shall pay to Executive’s beneficiary, legal representatives or estate, as the case may be, the Accrued Obligations and Pro-Rated Bonus; and
|
10.9.2
|
the Subsidiary shall promptly reimburse Executive’s beneficiary, legal representatives, or estate, as the case may be for all reasonable expenses incurred by the Executive, but not paid prior to the Termination Date (contingent upon the availability of appropriate evidence); and
|
10.9.3
|
The Executive’s beneficiary, legal representatives or estate, as the case may be, shall be entitled to any other Benefits, as defined in Section 7 of this Agreement, for a period of six months following the Termination Date. The Executive’s beneficiary, legal representatives or estate, as the case may be, shall also be entitled to any quantitative bonus payments as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer.
|
11.
|
Restrictive Covenants.
|
11.1
|
The Executive acknowledges that: (i) as a result of Executive’s employment by the Employer, Executive has obtained and will obtain Confidential Information (as defined below); (ii) the Confidential Information has been developed and created by the Group at substantial expense and the Confidential Information constitutes valuable proprietary assets; (iii) the Group will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Employment Period and thereafter, Executive should enter a Competitive Business (as defined herein) in violation of the provisions of the Agreement; (iv) the nature of the Group’s business is such that it could be conducted anywhere in the world and that it is not limited to a geographic scope or region; (v) the Group will suffer substantial damage which will be difficult to compute if, during the Employment Period or thereafter, the Executive should solicit or interfere with the Group’s employees, clients or customers or should divulge Confidential Information relating to the business of the Group; (vi) the provisions of the Agreement are reasonable and necessary for the protection of the business of the Group; (vii) the Employer would not have hired or continued to employ the Executive unless he agreed to be bound by the terms hereof; and (viii) the provisions of the Agreement will not preclude Executive from other gainful employment.
|
11.2
|
“
Competitive Business
” as used in the Agreement shall mean any business which competes, directly or indirectly, with any aspect of the Group’s business.
|
11.3
|
“
Confidential Information
” as used in the Agreement shall mean any and all confidential and/or proprietary knowledge, data, or information of the Group including, without limitation, any
|
11.3.1
|
trade secrets, drawings, inventions, methodologies, mask works, ideas, processes, formulas, source and object codes, data, programs, software source documents, works of authorship, know-how, improvements, discoveries, developments, designs
|
11.3.2
|
information regarding plans for research, development, new service offerings and/or products, marketing, advertising and selling, distribution, business plans, business forecasts, budgets and unpublished financial statements, licenses, prices and costs, suppliers, customers or distribution arrangements;
|
11.3.3
|
any information regarding the skills and compensation of employees, suppliers, agents, and/or independent contractors of the Group;
|
11.3.4
|
concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of the Group;
|
11.3.5
|
information about the Group’s investment program, trading methodology, or portfolio holdings; or
|
11.3.6
|
any other information, data or the like that is labeled confidential or orally disclosed to Executive on terms of confidentiality.
|
11.4
|
The Executive agrees not to, at any time, either during the Employment Period or thereafter, divulge, use, publish or in any other manner reveal, directly or indirectly, to any person, firm, corporation or any other form of business organization or arrangement and keep in the strictest confidence any Confidential Information, except:
|
11.4.1
|
as may have been necessarily disclosed by the Executive in the good faith performance of her duties hereunder;
|
11.4.2
|
with the Employer’s express written consent;
|
11.4.3
|
to the extent that any such information is in or becomes in the public domain other than as a result of Executive’s breach of any of her obligations hereunder, or
|
11.4.4
|
where required to be disclosed by law and in such event, Executive shall cooperate with the Employer in attempting to keep such information confidential.
|
11.5
|
Upon the request of the Employer, Executive agrees to promptly deliver to the Employer the originals and all copies, in whatever medium, of all such Confidential Information.
|
11.6
|
In consideration of the benefits provided for in the Agreement, the Executive hereby agrees and covenants that during the Employment and for a period of six (6) months following the termination of her employment for whatever reason, or following the date of cessation of the last violation of the Agreement, or from the date of entry by a court of competent jurisdiction of a final, unappealable judgment enforcing the covenant, whichever of the foregoing is last to occur, he will not, for himself, 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,
|
11.7
|
In consideration of the benefits provided for in the Agreement, the Executive further covenants and agrees that during the Employment and for a period of (6) months thereafter, Executive shall not, without the prior written permission of the Employer, (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 Group at the time of her termination of employment or was or is providing such services within the six (6) month period before or after her termination of employment or (ii) request or cause any employee of the Group to breach or threaten to breach any terms of said employee’s agreements with the Group or to terminate her employment with the Group.
|
11.8
|
In consideration of the benefits provided for in the Agreement, the Executive further covenants and agrees that during the Employment Period and for a period of six (6) months thereafter, she will not, for herself, 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 Group 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 Group; (ii) request or cause any of the Group’s clients or customers to cancel, terminate or change the terms of any business relationship with the Group involving services or activities which were directly or indirectly the responsibility of Executive during her employment or (iii) pursue any Group project known to Executive upon termination of her employment that the Group is actively pursuing (or was actively pursuing within six months of termination) while the Group is (or is contemplating) actively pursuing such project.
|
12.
|
Intellectual Property
.
|
12.1
|
The Parties agree that any work of authorship, invention, design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method or other work product whatever (whether patentable or subject to copyright, or not, and hereinafter collectively called “
discovery
”) related to the business of the Group that the Executive, either solely or in collaboration with others, has made or may make, discover, invent, develop, perfect, or reduce to practice during the course of the Employment, whether or not during regular business hours and created, conceived or prepared on the Group’s premises or otherwise shall be the sole and complete property of the Group.
|
12.2
|
More particularly, and without limiting the foregoing, the Executive agrees that all of the foregoing and any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought), (ii) marks, names, or logos (whether or not registrable
|
12.3
|
The Executive further agrees promptly to disclose in writing and deliver to the Employer all Intellectual Property Products created during her engagement by the Employer, whether or not during normal business hours. The Executive agrees that all works of authorship created by the Executive during her engagement by the Employer shall be works made for hire of which the Group is the author and owner of copyright.
|
12.4
|
To the extent that any competent decision-making authority should ever determine that any work of authorship created by the Executive during her engagement by the Employer is not a work made for hire, the Executive hereby assigns all right, title and interest in the copyright therein, in perpetuity and throughout the world, to the applicable Group entity. To the extent that the Agreement does not otherwise serve to grant or otherwise vest in the Group all rights in any Intellectual Property Product created by Executive during her engagement by the Employer, the Executive hereby assigns all right, title and interest therein, in perpetuity and throughout the world, to the Employer. The Executive agrees to execute, immediately upon the Employer’s reasonable request and without charge, any further assignments, applications, conveyances or other instruments, at any time after execution of the Agreement, whether or not Executive is engaged by the Employer at the time such request is made, in order to permit the Group and/or its respective assigns to protect, perfect, register, record, maintain, or enhance their rights in any Intellectual Property Product; provided, that, the Employer shall bear the cost of any such assignments, applications or consequences.
|
12.5
|
Upon termination of the Executive’s employment with the Employer for any reason whatsoever, and at any earlier time the Employer so requests, the Executive will immediately deliver to the custody of the person designated by the Employer all originals and copies of any documents and other property of the Employer in the Executive’s possession, under the Executive’s control or to which he may have access.
|
13.
|
Non-Disparagement
.
|
13.1
|
The Executive acknowledges and agrees that she will not defame or publicly criticize the services, business, integrity, veracity or personal or professional reputation of the Group and its respective officers, directors, partners, executives or agents thereof in either a professional or personal manner at any time during or following the Employment Period. The Employer acknowledges and agrees that it will not defame, publicly criticize, or cause any of its officers, directors, partners, executives or agents to defame or publicly criticize
|
14.
|
Enforcement
.
|
14.1
|
If Executive commits a breach, or threatens to commit a breach, of any of the provisions of sections 12 to 14 hereof, the Employer shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction by way of injunction or otherwise, it being acknowledged and agreed by the Executive that any such breach or threatened breach will cause irreparable injury to the Group and that money damages will not provide an adequate remedy to the Group. Such right and remedy shall be in addition to, and not in place of, any other rights and remedies available to the Employer at law or in equity. Accordingly, the Executive consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of the Agreement. In addition, the Employer shall have the right to cease making any payments or provide any benefits to the Executive under the Agreement in the event he wilfully breaches any of the provisions hereof (and such action shall not be considered a breach under the Agreement).
|
14.2
|
The Executive acknowledges that the restrictions contained in sections 12 to 14 of the Agreement are reasonable and intended to apply after the termination of her employment whether such termination is lawful or otherwise and that the restrictions will apply even where the termination results from a breach of the Agreement.
|
14.3
|
If, at any time, the provisions of Sections 12 to 14 hereof shall be determined to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to area, duration or scope of activity, the Agreement shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and the Executive and the Employer agree that the Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
|
15.
|
Dispute Resolution
.
|
15.1
|
The Parties shall use good faith efforts to resolve any controversy or claim arising out of, or relating to the Agreement or the breach thereof, first in accordance with the Employer’s internal review procedures, except that the requirement shall not apply to any claim or dispute under or relating to Sections 12 to 14 of the Agreement.
|
15.2
|
If despite their good faith efforts, the Parties are unable to resolve such controversy or claim through the Employer’s internal review procedures, then such controversy or claim shall be resolved by binding arbitration seated in New York, New York in accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding on both
|
16.
|
Indemnification
.
|
16.1
|
The Employer agrees that if the Executive is made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Executive is or was a director or officer of the Employer or any other entity within the Group or is or was serving at the request of the Employer or any other member of the Group as a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise (each such event, an “
Action
”), the Executive shall be indemnified and held harmless by the Employer to the fullest extent permitted by applicable law and authorized by the Company’s or the Subsidiary’s by-laws and/or charter, as the same exists or may hereafter be amended, against all expenses incurred or suffered by Executive in connection therewith, save in respect of any actual fraud, willful misconduct or any acts (or omissions) of gross negligence by the Executive.
|
17.
|
Policies and Procedures
.
|
17.1
|
The Executive hereby acknowledges that the Employer maintains written policies and procedures which may be amended from time to time, and hereby agrees to familiarize herself with and at all times abide by such policies and/or procedures.
|
18.
|
Miscellaneous
.
|
18.1
|
Successors
: The rights and benefits of Executive hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer by Executive. The Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Employer, and the heirs, executors and administrators of Executive, and shall be assignable by the Employer to any entity acquiring substantially all of the assets of the Company and/or the Subsidiary, whether by merger, consolidation, sale of assets or similar transactions.
|
18.2
|
Notice
. For the purposes of the Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by overnight, certified or registered mail, return receipt requested, postage prepaid, addressed, in the case of Executive, to the last address on file with the Employer and if to the Employer, to its executive offices or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
Notices, demands and other communications hereunder may also be delivered or furnished by e-mail communication. Notices, demands and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement),
provided
that if such e-mail notice, demand or other
|
18.3
|
Governing Law
. The Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands.
|
18.4
|
Amendment
. No provisions of the Agreement may be amended, modified, or waived unless such amendment or modification is executed in writing by all Parties. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
|
18.5
|
Survival
. The respective obligations of, and benefits afforded to, Executive and the Employer as provided in Section 12 to 14 of the Agreement shall survive the termination of the Agreement.
|
18.6
|
Counterparts
. The Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
|
18.7
|
Entire Agreement
. The Agreement sets forth the entire agreement of the Parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter.
|
18.8
|
Section Headings
. The section headings in the Agreement are for convenience of reference only and shall not affect its interpretation.
|
18.9
|
Representation
. The Executive represents and warrants to the Employer, and acknowledges that the Employer has relied on such representations and warranties in employing Executive, that neither the Executive’s duties as an employee of the Employer nor her performance of the Agreement will breach any other agreement to which Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by Executive prior to her employment by the Employer. The Executive further represents and warrants and acknowledges that the Employer has relied on such representations and warranties in employing the Executive, that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Employer shall have the right to terminate Executive’s employment for Cause.
|
(a)
|
as of the first day after the close of each Performance Period for such Limited Partner (prior to giving effect to the Performance Allocation, if any), the balance of the Carryforward Account (a) is increased by the amount, if any, equal to two and one half times such Limited Partner’s Negative Performance Change for such Performance Period with respect to all amounts in such Limited Partner’s Capital Account (not including any Recontribution Capital Account), and (b) is reduced (but
|
(b)
|
as of the close of any Performance Period during which a Limited Partner has made a withdrawal or receives a distribution that is not made in the ordinary course of such Limited Partner’s operating activities (the amount of such withdrawals and distributions during such Performance Period being the “
Relevant Amount
”), if there exists a positive balance in the Carryforward Account, the Carryforward Account for such Limited Partner shall be adjusted by reducing such positive balance by an amount determined by multiplying (x) the positive balance of the Carryforward Account by (y) a fraction, of which (i) the numerator is equal to the Relevant Amount, and (ii) the denominator is equal to the balance of such Limited Partner’s Capital Account (not including any Recontribution Capital Account) at the beginning of such Performance Period.
|
(x)
|
the Capital Account (not including any Recontribution Capital Account) held by a Limited Partner:
|
(a)
|
10% of the portion of the Positive Performance Change for such Capital Account, if any, determined as of the close of each Performance Period, that is less than or equal to the aggregate positive balance in the Carryforward Account related to such Capital Account, if any, as of the most recent prior date as of which adjustment has been made thereto; plus
|
(b)
|
20% of the portion of the Positive Performance Change for such Capital Account, if any, determined as of the close of each Performance Period that exceeds the aggregate positive balance in the Carryforward Account as of the most recent prior date as of which adjustment has been made thereto; and
|
(y)
|
the Recontribution Capital Account held by a Limited Partner, if any, 10% of the Positive Performance Change for such Recontribution Capital Account until such time as the balance of the Carryforward Account with respect to such Limited Partner’s Capital Account has a balance of zero (such time being the “
Recovery Time
”).
|
6.
|
Governing Law
. This Amendment and the rights of the Partners hereunder are governed by and construed in accordance with the laws of the Cayman Islands, without regard to the conflict of laws rules thereof.
|
By:
/s/ Laura Accurso
|
By:
/s/ Tim Courtis
|
Name: Laura Accurso
|
Name: Tim Courtis
|
Title: General Counsel and Secretary
|
Title: Chief Financial Officer
|
By:
/s/ Tim Courtis
|
By:
/s/ Patrick O'Brien
|
Name: Tim Courtis
|
Name: Patrick O'Brien
|
Title: Director
|
Title: CEO & Director
|
(a)
|
The Data Recipients will treat the Grantee’s personal data as private and confidential and will not disclose such data for purposes other than the management and administration of the Stock Award and will take reasonable measures to keep the Grantee’s personal data private, confidential, accurate and current.
|
(b)
|
Where the transfer is to a destination outside the European Economic Area, the Company shall take reasonable steps to ensure that the Grantee’s personal data continues to be adequately protected and securely held. Nonetheless, by signing below, the Grantee acknowledges that personal information about the Grantee may be transferred to a country that does not offer the same level of data protection as the Republic of Ireland.
|
(c)
|
The Grantee may, at any time, view his/her personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company.
|
Full Name of Subsidiary
|
|
Place of Incorporation
|
Greenlight Reinsurance, Ltd.
|
|
Cayman Islands
|
Greenlight Reinsurance Ireland, Designated Activity Company
|
|
Ireland
|
Verdant Holding Company, Ltd.
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 27, 2019
|
/s/ SIMON BURTON
|
|
|
Simon Burton
Chief Executive Officer (principal executive officer) |
|
|
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 27, 2019
|
/s/ TIM COURTIS
|
|
|
Tim Courtis
|
|
|
Chief Financial Officer
|
Dated:
|
February 27, 2019
|
/s/ SIMON BURTON
|
|
|
Simon Burton
Chief Executive Officer (principal executive officer) |
Dated:
|
February 27, 2019
|
/s/ TIM COURTIS
|
|
|
Tim Courtis
|
|
|
Chief Financial Officer
|