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What changed in GREENLIGHT CAPITAL RE, LTD.'s 10-K2022 vs 2023

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Paragraph-level year-over-year comparison of GREENLIGHT CAPITAL RE, LTD.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+399 added688 removedSource: 10-K (2024-03-05) vs 10-K (2023-03-08)

Top changes in GREENLIGHT CAPITAL RE, LTD.'s 2023 10-K

399 paragraphs added · 688 removed · 158 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

4 edited+198 added201 removed1 unchanged
Biggest changeAt December 31, 2022, SILP’s exposure to gold on a delta-adjusted basis was 15.2% (2021: 8.1% ). 16 Link to Table of Contents The following table represents the composition of SILP by industry sector at December 31, 2022: Sector Long % Short % Net % Communication Services 0.9 % (3.9) % (3.0) % Consumer Discretionary 29.8 (18.5) 11.3 Consumer Staples 0.8 (0.6) 0.2 Energy 13.0 (0.2) 12.8 Financial 13.8 (3.4) 10.4 Healthcare 6.8 (6.6) 0.2 Industrials 3.3 (4.2) (0.9) Materials 7.6 7.6 Real Estate 0.3 (2.3) (2.0) Technology 10.3 (9.7) 0.6 Utilities 0.3 (0.3) Other 1.3 1.3 Total 88.2 % (49.7) % 38.5 % The following table represents the composition of our investments in SILP, by the market capitalization of the underlying security, at December 31, 2022: Capitalization Long % Short % Net % Mega Cap Equity (≥$25 billion) 12.6 % (14.8) % (2.2) % Large Cap Equity (≥$10 billion and 5.8 (9.3) (3.5) Mid Cap Equity (≥$2 billion and 43.5 (20.0) 23.5 Small Cap Equity ( 22.5 (5.6) 16.9 Debt Instruments 0.6 0.6 Other Investments 3.2 3.2 Total 88.2 % (49.7) % 38.5 % Investment Returns In accordance with the SILP LPA, DME Advisors constructs a levered investment portfolio as agreed with the Company (the “Investment Portfolio” as defined in the SILP LPA).
Biggest changeAt December 31, 2023, SILP’s exposure to gold on a delta-adjusted basis was 11.2% (2022: 15.2%). 63 Link to Table of Contents The following table represents the composition of SILP by industry sector at December 31, 2023: Sector Long % Short % Net % Communication Services % (3.7) % (3.7) % Consumer Discretionary 38.7 (11.9) 26.8 Consumer Staples (1.0) (1.0) Energy 14.2 14.2 Financial 15.5 (11.7) 3.8 Healthcare 7.2 (1.8) 5.4 Industrials 3.7 (7.6) (3.9) Materials 6.6 (0.6) 6.0 Real Estate (4.0) (4.0) Technology 4.5 (8.2) (3.7) Utilities 1.3 (3.3) (2.0) Other 0.8 0.8 Total 92.5 % (53.8) % 38.7 % The following table represents the composition of SILP, by the market capitalization of the underlying issuer, at December 31, 2023: Capitalization Long % Short % Net % Mega Cap Equity (≥$25 billion) 0.6 % (16.4) % (15.8) % Large Cap Equity (≥$10 billion and 5.7 (6.3) (0.6) Mid Cap Equity (≥$2 billion and 80.5 (25.3) 55.2 Small Cap Equity ( 3.4 (5.8) (2.4) Debt Instruments 0.3 0.3 Other 2.0 2.0 Total 92.5 % (53.8) % 38.7 % At December 31, 2023, 95.0% of SILP’s portfolio was valued based on quoted prices in actively traded markets (Level 1), 3.6% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and a nominal amount was composed of instruments valued based on non-observable inputs (Level 3).
Under this methodology, a total return swap’s exposure is reported at its full notional amount. Options are reported at their delta-adjusted basis.
Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis.
The following table represents the composition of SILP’s investments at December 31, 2022 and 2021: December 31 2022 2021 Long % Short % Long % Short % Debt instruments 0.6 % % 1.1 % % Equities and related derivatives 84.4 49.7 79.1 45.0 Private and unlisted equity securities 3.2 4.0 Total 88.2 % 49.7 % 84.2 % 45.0 % The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate options, and other macro positions.
The following table represents the composition of SILP’s investments: December 31 2023 2022 Long % Short % Long % Short % Equities and related derivatives 90.2 53.8 84.4 49.7 Private and unlisted equity securities 2.0 3.2 Debt instruments 0.3 0.6 Total 92.5 % 53.8 % 88.2 % 49.7 % The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions.
We measure our success by long-term growth in book value per share, which we believe is the most comprehensive gauge of our performance. Accordingly, we have incorporated a metric based on growth in book value per share in our incentive compensation plan to align employee and shareholder interests.
We use fully diluted book value as a financial measure in our incentive compensation plan. We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated.
Removed
Item 1. BUSINESS Unless otherwise indicated or unless the context otherwise requires, all references in this annual report on Form 10-K to “the Company,” “we,” “us,” “our,” and similar expressions are references to Greenlight Capital Re, Ltd. and its consolidated subsidiaries.
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We earned a net income of $86.8 million for the year ended December 31, 2023, an increase of $61.5 million, or 243% over the prior year, as a result of favorable reinsurance pricing conditions with lower losses from catastrophe and weather-related events (collectively referred as “CAT losses”), coupled with favorable rising interest rate environment for our cash and fixed maturity investments (relating to the Lloyd’s syndicates) as well as favorable foreign exchange movement in 2023.
Removed
Unless otherwise indicated or unless the context otherwise requires, all references in this annual report to entity names are as set forth in the following table: Reference Entity’s legal name Greenlight Capital Re Greenlight Capital Re, Ltd. Greenlight Re Greenlight Reinsurance, Ltd. GRIL Greenlight Reinsurance Ireland, Designated Activity Company Verdant Verdant Holding Company, Ltd.
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The following is a summary of our financial performance for the year ended December 31, 2023, compared to the prior year: • Gross premiums written was $636.8 million, an increase of 13.1%; • Net premiums earned was $583.1 million, an increase of 24.2%; • Net underwriting income (1) was $32.0 million, compared to an underwriting loss of $10.7 million; • Total investment income was $66.1 million, a decrease of 4.2% (include 9.4% net return from our investment in SILP, compared to 25.3%); • Diluted EPS was $2.50, an increase of 242%; and • Fully diluted book per share (1) was $16.74, an increase of 16.8%.
Removed
Greenlight Re UK Greenlight Re Marketing (UK) Limited Syndicate 3456 Greenlight Innovation Syndicate 3456 GCM Greenlight Re Corporate Member Ltd. We have included a Glossary of Selected Reinsurance Terms at the end of “Part 1, Item 1. Business” of this Form 10-K.
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(1) See “ Key Financial Measures and Non-GAAP Measures ” section of this MD&A. Outlook and Trends Following strong pricing improvements at the January 1, 2023 renewal season and throughout 2023 (primarily in property catastrophe, aviation, war and terror and marine), we witnessed a more disciplined but still attractive January 1, 2024 renewal season.
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Company Overview Greenlight Capital Re is a holding company incorporated in July 2004 under the laws of the Cayman Islands. In August 2004, we raised gross proceeds of $212.2 million from private placements of Greenlight Capital Re’s Class A ordinary shares and Class B ordinary shares, or, collectively, the ordinary shares.
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In the property market we noted additional capacity entering the market, but we still saw favorable market conditions to grow our book. On our Specialty and FAL books, we noted a healthy amount of competitive interest but we were successful in securing the accounts we targeted for both renewal and new business with some modest rate increases.
Removed
On May 24, 2007, Greenlight Capital Re raised proceeds of $208.3 million, net of underwriting fees, in an initial public offering of Class A ordinary shares, and an additional $50.0 million from a private placement of Class B ordinary shares.
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The global inflationary pressures have abated from their recent highs. However, we believe loss cost inflation will continue to be a significant concern within the (re)insurance industry, as it can add uncertainty to the cost of claims, particularly for classes of business with long payout tails.
Removed
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with a reinsurance and investment strategy that we believe differentiates us from most of our competitors. We conduct our operations through two licensed and regulated entities: Greenlight Re, based in the Cayman Islands, and GRIL, based in Dublin, Ireland.
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As a result, it creates pricing challenges for new business and valuation challenges in claims reserves. We continue to manage these concerns and risks in multiple ways: • Our underwriting strategy focuses on relatively shorter-tailed business, which is inherently less exposed to inflation than longer-tailed lines.
Removed
Greenlight Re provides multi-line property and casualty reinsurance globally, while GRIL focuses mainly on the European market. In 2022, Greenlight Innovation Syndicate 3456 (“Syndicate 3456”) commenced insurance operations under the Lloyd’s syndicate-in-a-box model, with Greenlight Re as the sole capital provider. The London market specialty business is central to our underwriting portfolio.
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We estimate the payout duration of our existing reserves at less than three years. • We incorporate inflation assumptions in all our pricing and reassess these assumptions frequently. • We are minimizing our exposure to classes that are experiencing severe supply-chain-driven inflation.
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In 2020, we established a UK marketing Company, Greenlight Re UK, which has increased our London market presence and we expect it to facilitate continued growth in this market. On January 1, 2023, we acquired a Lloyd’s corporate member, GCM, that provides underwriting capacity for various syndicates (including Syndicate 3456) that underwrite general insurance and reinsurance business at Lloyd’s.
Added
The rising interest rate environment over the last two years has had a mixed impact on our financial results. The Term Loans we secured in 2023 are partially exposed to fluctuations in the SOFR interest rate, and we stand to benefit if the interest rates start decreasing.
Removed
Prior to acquiring GCM, we sourced our Funds at Lloyd’s (“FAL”) business through the same corporate member. The ownership of GCM complements our Syndicate 3456 and provides us more control over the FAL business. Our goal is to build long-term shareholder value by providing risk management products and services to the insurance, reinsurance, and other risk marketplaces.
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The higher interest rates have improved the yield on our restricted cash and cash equivalents and our funds held at Lloyd’s. To the extent interest rates begin to decrease, we may see some of these trends reverse. The SILP investment portfolio is positioned to benefit from an inflationary environment.
Removed
We focus on delivering risk solutions to clients and brokers who value our expertise, analytics, and customer service offerings. We aim to complement our underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies.
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Revenues and Expenses Revenues We derive our revenues from two principal sources: • premiums from reinsurance on property and casualty business assumed (net of any premiums ceded) - see “ Critical Accounting Estimates ” section of this MD&A; and 51 Link to Table of Contents • income from investments, including: • income (or loss) generated from our investment in SILP, net of management fee and performance compensation; • gains (or losses) from our other investments, including Innovations-related investments; and • interest income on our cash and cash equivalents and FAL.
Removed
Our investment portfolio is managed by a value-oriented investment advisor that analyzes companies’ available financial data, business strategies, and prospects to identify undervalued and overvalued securities. From time to time, we make long-term strategic investments in insurance companies and general agents to complement our strategy and strengthen our client relationships.
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In addition, we may from time to time derive other income from foreign exchange gains (or losses) relating to underwriting balances, net investment income from Lloyd’s syndicates, fees generated from advisory services, and fees relating to overrides, profit commissions, and fees due upon the early termination of contracts.
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In 2018, we launched our Greenlight Re Innovations unit, which supports technology innovators in the (re)insurance market by providing investment, risk capacity, and access to a broad insurance network.
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Expenses Our expenses consist primarily of the following: ● underwriting losses and LAE; ● acquisition costs; ● general and administrative (“G&A”) expenses; and ● interest expense on deposit-accounted contracts and debt.
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In certain instances, we utilize Verdant to facilitate strategic investments in property and casualty insurers, general agents, and other entities domiciled in the United States. 4 Link to Table of Contents Description of Business Greenlight Re is licensed and regulated by the Cayman Islands Monetary Authority (“CIMA”) to write property and casualty reinsurance business as well as long-term business (e.g., life insurance, long-term disability, long-term care, etc.) To date, we have not written any long-term business.
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The extent of our net losses and LAE incurred is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage. Refer to “ Critical Accounting E stimates ” section of this MD&A.
Removed
GRIL is licensed and regulated by the Central Bank of Ireland (“CBI”) to write property and casualty reinsurance business. Currently, we have one operating segment: property and casualty reinsurance. Within that segment, we employ a two-pillar strategy: 1.
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Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term.
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Traditional property and casualty reinsurance We offer excess of loss and quota share products across a range of classes in the property and casualty market.
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General and administrative expenses consist primarily of salaries and benefits and related costs, including costs associated with our incentive compensation plan, bonuses, and stock compensation expenses. General and administrative expenses also include professional fees (non-claim related), travel and entertainment, information technology, rent, and other general operating costs.
Removed
Our underwriting approach varies by class and type of opportunity: ● Where our expertise is sufficient to evaluate the risk thoroughly, we will generally seek to participate in syndicated placements 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; ● 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. 2.
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General and administrative expenses reported in our consolidated statements of operations include both underwriting and corporate expenses. Deposit interest expense relates to the accretion costs for deposit-accounted contracts that did not meet the risk transfer condition for reinsurance accounting under U.S. GAAP.
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Risk innovation and strategic partnerships We seek to develop a range of risk products via strategic partnerships and other methods to access fee income, a stream of underwriting business, and investment upside potential. We refer to this pillar as Greenlight Re Innovations (“Innovations”).
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Interest expense consists of interest paid and accrued on our debt and the amortization of the related deferred financing costs. Key Financial Measures and Non-GAAP Measures Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value.
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In evaluating Innovations opportunities, we generally ensure that each investment meets at least one of the following criteria: ● The value we add to a partnership is derived primarily from the application of our risk expertise, not solely capital or reinsurance support; ● The partnership adds expertise to our company in specific risk areas, technology, product innovation, or other areas; ● The partnership approach provides access to a pool of capital, products, or distribution; ● Overall, the partnership approach creates a combined effort that generates a durable strategic or competitive position in one or more markets and increases our opportunities to achieve revenue growth and margin expansion.
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Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP.
Removed
Our investment strategy, like our reinsurance strategy, is designed to maximize returns over the long term while minimizing the risk of capital loss.
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We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
Removed
Unlike the investment strategies of many of our competitors, which invest primarily in fixed-income securities either directly or through fixed-fee arrangements with one or more investment managers, our investment strategy is focused mainly on long and short positions, primarily in publicly-traded equity and corporate debt instruments.
Added
The key non-GAAP financial measures used in this Annual Report are: • Fully diluted book value per share; and • Net underwriting income (loss). These non-GAAP financial measures are described below. 52 Link to Table of Contents Fully Diluted Book Value Per Share Our primary financial goal is to increase fully diluted book value per share over the long term.
Removed
The size and diversification of our underwriting portfolio will vary based on our perception of the opportunities available in each line of business at each point in time. As our focus on certain lines fluctuates based on market conditions, we may only offer or underwrite a limited number of lines in any given period.
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Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S.
Removed
We seek to: ● target markets and lines of business where we believe an appropriate risk/reward profile exists; ● attract and retain clients with expertise in their respective lines of business; ● employ strict underwriting discipline; and ● select reinsurance opportunities with anticipated favorable returns on capital. 5 Link to Table of Contents The following table sets forth our gross premiums written by line of business, further broken down by class of business: Year ended December 31 2022 2021 2020 ($ in thousands) Property Commercial $ 14,750 2.6 % $ 10,853 1.9 % $ 11,190 2.3 % Motor 2,346 0.4 29,953 5.3 33,054 6.9 Personal 68,227 12.2 12,141 2.1 14,219 3.0 Total Property 85,323 15.2 52,947 9.4 58,463 12.2 Casualty General Liability 60,276 10.7 18,037 3.2 4,228 0.9 Motor Liability 8,601 1.6 118,251 20.9 127,379 26.5 Professional Liability 1,921 0.3 316 0.1 204 — Workers' Compensation 28,381 5.0 62,188 11.0 82,189 17.1 Multi-line 225,924 40.1 180,321 31.9 88,237 18.4 Total Casualty 325,103 57.7 379,113 67.1 302,237 63.0 Other Accident & Health 8,947 1.6 31,612 5.6 56,284 11.7 Financial 66,528 11.8 66,612 11.8 23,231 4.8 Marine 22,700 4.0 10,652 1.9 770 0.2 Other Specialty 54,570 9.7 24,457 4.3 38,806 8.1 Total Other 152,745 27.1 133,333 23.6 119,091 24.8 $ 563,171 100.0 % $ 565,393 100.0 % $ 479,791 100.0 % The following table sets forth our gross premiums written by the geographic area of the risk insured: Year ended December 31 2022 2021 2020 ($ in thousands) U.S. and Caribbean $ 295,428 52.4 % $ 316,015 55.9 % $ 390,000 81.3 % Worldwide (1) 242,561 43.1 240,285 42.5 84,204 17.5 Asia 20,334 3.6 4,609 0.8 5,587 1.2 Europe 4,848 0.9 4,484 0.8 — — $ 563,171 100.0 % $ 565,393 100.0 % $ 479,791 100.0 % (1) “Worldwide” comprises contracts that reinsure risks in more than one geographic area and may include risks in the U.S.
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GAAP measure, which in our view is the basic book value per share. We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements.
Removed
Additional information about our business is set forth in “Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Marketing and Distribution Business transacted using intermediaries We source a majority of our business through reinsurance brokers. Brokerage distribution channels provide us with access to an efficient, variable cost and global distribution system.
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In prior years, we calculated the basic book value per share by modifying the denominator to exclude unearned performance-based restricted shares granted after December 31, 2021.
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In some cases, intermediaries also provide other services, including risk analytics, processing, and clearing. We aim to build and strengthen long-term relationships with global reinsurance brokers. Our management team has relationships with most primary and specialty broker intermediaries in the reinsurance marketplace.
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We have revised this calculation in 2023 to eliminate the basic book value per share non-GAAP financial measure and have restated the 2022 comparative basic book value per share in the table below and elsewhere in this Annual Report to conform with the current presentation.
Removed
By maintaining close 6 Link to Table of Contents relationships with brokers, we believe that we will continue to obtain access to a broad range of reinsurance clients and opportunities.
Added
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options and all outstanding restricted stock units “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.
Removed
We seek to strengthen our broker relationships and become the preferred choice of brokers and clients by providing, where applicable: ● demonstrated expertise in the underlying reinsured exposures and the operation of the contracts; ● rapid responses to risk submissions; ● timely claims payments; ● customized solutions that address the specific business needs of our clients; ● financial security; and ● a clear indication of risks we will and will not underwrite.
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The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure): December 31, 2023 December 31, 2022 Numerator for basic and fully diluted book value per share: Total equity as reported under U.S.
Removed
We focus on the quality and financial strength of any brokerage firm we conduct business with. Brokers do not have the authority to bind us to any reinsurance contract. Their commissions are generally determined based on a percentage of gross premiums written.
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GAAP $ 596,095 $ 503,120 Denominator for basic and fully diluted book value per share: Ordinary shares issued and outstanding as reported and denominator for basic book value per share 35,336,732 34,824,061 Add: In-the-money stock options and all outstanding RSUs 264,870 277,960 Denominator for fully diluted book value per share 35,601,602 35,102,021 Basic book value per share $ 16.87 $ 14.45 Increase in basic book value per share ($) $ 2.42 $ 0.40 Increase in basic book value per share (%) 16.8 % 2.8 % Fully diluted book value per share $ 16.74 $ 14.33 Increase in fully diluted book value per share ($) $ 2.41 $ 0.34 Increase in fully diluted book value per share (%) 16.8 % 2.4 % Net Underwriting Income (Loss) One way that we evaluate the Company’s underwriting performance is by measuring net underwriting income (loss).
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We rely on a small number of broker relationships, which has continued to decrease in recent years as a result of consolidation in the broker sector. In 2022, five brokerage firms accounted for 69.4% of our gross premiums written.
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We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations.
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The following table sets forth the premiums generated through our largest brokers and their subsidiaries and affiliates: Year ended December 31 2022 ($ in thousands) Aon Benfield $ 159,421 28.3 % Gallagher Re 91,239 16.2 BMS Group 51,435 9.1 Guy Carpenter (Marsh) 50,626 9.0 Howden 38,376 6.8 Total of largest brokers 391,097 69.4 All other brokers and direct placements 172,074 30.6 Total $ 563,171 100.0 % We frequently meet in the Cayman Islands, Ireland, U.K. and elsewhere with brokers and senior representatives of clients and prospective clients.
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We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance.
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We review and (when we deem appropriate) approve all contract submissions in the Cayman Islands or Ireland. Due to our dependence on brokers, the inability to obtain business from them could adversely affect our business strategy. See “Item 1A.
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Management also believes this measure follows industry practice and allows the users of financial information to compare the Company’s performance with that of our industry peer group. 53 Link to Table of Contents Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used to calculate net income before taxes under U.S. GAAP.
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Risk Factors — Risks Related to Our Business — The inability to obtain business provided from brokers could materially and adversely affect our business, financial condition and results of operations. ” We may assume a degree of the credit risk of our reinsurance brokers. See “Item 1A.
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We calculate net underwriting income (loss) as net premiums earned less net loss and loss adjustment expenses, acquisition costs, underwriting expenses (including related G&A expenses), and deposit interest expense.
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Risk Factors — Risks Related to Our Business — We are subject to the credit risk of our brokers, cedents, agents and other counterparties. ” While most of our business is sourced through reinsurance brokers, we also write some insurance and reinsurance business on a direct basis. Our Innovations partnerships are a growing source of directly placed business.
Added
The measure excludes, on a recurring basis: (1) investment income (loss); (2) other income (expense) not related to underwriting, including foreign exchange gains or losses, and Lloyd’s interest income and expense; (3) corporate G&A expenses; and (4) interest expense.
Removed
Our FAL business, which represented approximately one third of our gross written premiums in the 2022 fiscal year, was generated through a Lloyd’s corporate member, which we subsequently acquired effective January 1, 2023. We may also selectively delegate underwriting authority to managing general agents to transact business within the constraints of prescribed underwriting guidelines.
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We exclude total investment income or loss, foreign exchange gains or losses, and Lloyd’s interest income or expense as we believe these items are influenced by market conditions and other factors unrelated to underwriting decisions. Additionally, we exclude corporate G&A and interest expenses because these costs are generally fixed and not incremental to or directly related to our underwriting operations.
Removed
We expect to delegate underwriting authority primarily relating to Syndicate 3456, and sporadically through carefully selected managing agents. 7 Link to Table of Contents Underwriting and Risk Management We have established an underwriting platform composed of experienced underwriters and actuaries. We have underwriting operations in three locations: the Cayman Islands, Dublin, Ireland, and London, U.K.
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We believe all of these amounts are largely independent of our underwriting process, and including them could hinder the analysis of trends in our underwriting operations. Net underwriting income (loss) should not be viewed as a substitute for U.S. GAAP net income before income taxes.
Removed
These platforms provide access to key markets in the U.S. and Europe. Our experienced team allows us to deploy our capital in various lines of business and capitalize on opportunities that we believe offer favorable returns on equity over the long term. Our underwriters and actuaries have expertise in multiple lines of business.
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The reconciliations of net underwriting income (loss) to income (loss) before income taxes (the most directly comparable U.S.
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We generally apply the following underwriting and risk management principles: Economics of Results Our primary underwriting goal is to build a (re)insurance portfolio that maximizes profitability, subject to risk and volatility constraints. Underwriting Analysis Our approach to underwriting analysis begins at the class-of-business level.
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GAAP financial measure) on a consolidated basis are shown below: Year ended December 31 2023 2022 Income (loss) before income tax $ 86,930 $ 24,526 Add (subtract): Total investment (income) loss (66,063) (68,983) Other non-underwriting (income) expense (17,872) 11,777 Corporate expenses 23,653 17,793 Interest expense 5,344 4,201 Net underwriting income (loss) $ 31,992 $ (10,686) 54 Link to Table of Contents Consolidated Results of Operations The table below summarizes our consolidated operating results for the years ended December 31: 2023 2022 Underwriting revenue Gross premiums written $ 636,810 $ 563,171 Gross premiums ceded (42,762) (33,429) Net premiums written 594,048 529,742 Change in net unearned premium reserves (10,901) (60,265) Net premiums earned 583,147 469,477 Underwriting related expenses Net loss and loss adjustment expenses incurred: Current year 348,798 316,367 Prior year (1) 11,206 118 Net loss and loss adjustment expenses incurred 360,004 316,485 Acquisition costs 168,877 143,148 Underwriting expenses 19,587 13,813 Deposit interest expense 2,687 6,717 Net underwriting income (loss) (2) 31,992 (10,686) Income from investment in SILP 28,696 54,844 Net investment income 37,367 14,139 Total investment income 66,063 68,983 Corporate expenses 23,653 17,793 Foreign exchange (gains) losses (11,566) 5,988 Other (income) expense, net (6,306) 5,789 Interest expense 5,344 4,201 Income tax expense (benefit) 100 (816) Net income $ 86,830 $ 25,342 Earnings per share: Basic $ 2.55 $ 0.75 Diluted $ 2.50 $ 0.73 Underwriting ratios: Loss ratio - current year 59.8 % 67.4 % Loss ratio - prior year 1.9 % — % Loss ratio 61.7 % 67.4 % Acquisition cost ratio 29.0 % 30.5 % Composite ratio 90.7 % 97.9 % Underwriting expense ratio 3.8 % 4.4 % Combined ratio 94.5 % 102.3 % 1 The net financial impacts associated with changes in the estimate of losses incurred in prior years, which incorporate earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest expense, were a loss of $15.7 million in 2023 (2022: $12.2 million) . 2 Net underwriting income (loss) is a non-GAAP financial measure.
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This analysis includes identifying and assessing the structural drivers of risk and emerging loss trends and understanding the market participants and results, capacity conditions for supply and demand, and other factors. Our underwriting professionals specialize in business lines, and our quantitative professionals assist in evaluating all risks we underwrite.
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See “ Key Financial Measures and Non-GAAP Measures ” above for discussion and reconciliation of non-GAAP financial measures. 55 Link to Table of Contents The following provides further details on the significant variances for the year ended December 31, 2023, compared to 2022 .
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Combined with cross-line management, we believe this approach enables us to build and deploy expertise and insight into the business line’s risk dynamics and external factors that will affect each transaction. We assign a deal team composed of underwriting and quantitative professionals to evaluate each potential transaction’s pricing and structure.
Added
Overview For the year ended December 31, 2023, fully diluted book value per share increased by $2.41, or 16.8%, to $16.74 per share and basic book value per share increased by $2.42, or 16.8%, to $16.87 per share since December 31, 2022 driven by strong underwriting performance.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCIMA and the CBI may take a number of actions, including suspending or revoking a reinsurance license whenever the regulatory body believes that a licensee is or may become unable to meet its financial obligations, is carrying on business in a manner likely to be detrimental to the public interest or the interest of its creditors or policyholders, has contravened the terms of the Act, or has otherwise behaved in such a manner so as to cause such regulatory body to call into question the licensee’s fitness to conduct regulated activity. 31 Link to Table of Contents Further, based on statutes, regulations, and policies in their respective jurisdictions, CIMA and CBI may suspend or revoke our licenses if certain events occur, including without limitation: we cease to carry on reinsurance business; the direction and management of our reinsurance business have not been conducted in accordance with laws and regulations; we cease to meet certain capital and surplus requirements; a person holding a position as a director, manager or officer is not deemed to be a fit or proper person to hold the respective position; or we become bankrupt, go into liquidation, or are wound up or otherwise dissolved.
Biggest changeFurther, based on statutes, regulations, and policies in their respective jurisdictions, CIMA and CBI may suspend or revoke our licenses if certain events occur, including without limitation: we cease to carry on reinsurance business; the direction and management of our reinsurance business have not been conducted in accordance with laws and regulations; we cease to meet certain capital and surplus requirements; a person holding a position as a director, manager or officer is not deemed to be a fit or proper person to hold the respective position; or we become bankrupt, go into liquidation, or are wound up or otherwise dissolved.
Under Delaware law, interested party transactions are voidable. A failure by Syndicate 3456 to comply with rules and regulations could materially and adversely interfere with our business strategy. Syndicate 3456 is subject to Lloyd’s oversight. The PRA and the FCA regulate all financial services firms in the U.K., including Lloyd’s and Syndicate 3456.
Under Delaware law, interested party transactions are voidable. A failure by our Syndicate 3456 to comply with rules and regulations could materially and adversely interfere with our business strategy. Syndicate 3456 is subject to Lloyd’s oversight. The PRA and the FCA regulate all financial services firms in the U.K., including Lloyd’s and Syndicate 3456.
If: 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, a United States person who owns Class A ordinary shares directly or indirectly on the last day of the taxable year would most likely be required to include their pro-rata share of our related person insurance income for the taxable year in their income.
If: 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, a United States person who owns ordinary shares directly or indirectly on the last day of the taxable year would most likely be required to include their pro-rata share of our related person insurance income for the taxable year in their income.
Examples of emerging claims and coverage issues include, but are not limited to: new theories of liability and disputes regarding medical causation with respect to certain diseases; assignment-of-benefits agreements, where rights of insurance claims and benefits of the insurance policy are transferred to third parties, which can result in inflated repair costs and legal expenses to insurers and reinsurers; claims related to political unrest, geopolitical instability, or other politically driven events, such as the military conflict between Russia and Ukraine, including loss claims relating to expropriation, forced abandonment, license cancellation, trade embargo, contract frustration, non-payment, war on land or political violence (including terrorism, revolution insurrection, and civil unrest); claims related to data security breaches, information system failures, or cyber-attacks; and claims related to business interruption including protocols enlisted by governments in connection with pandemics, and ransomware and cyber-attacks.
Examples of emerging claims and coverage issues include, but are not limited to: new theories of liability and disputes regarding medical causation with respect to certain diseases; assignment-of-benefits agreements, where rights of insurance claims and benefits of the insurance policy are transferred to third parties, which can result in inflated repair costs and legal expenses to insurers and reinsurers; claims related to political unrest, geopolitical instability, or other politically driven events, such as the conflict in the Middle East, and the military conflict between Russia and Ukraine, including loss claims relating to expropriation, forced abandonment, license cancellation, trade embargo, contract frustration, non-payment, war on land or political violence (including terrorism, revolution, insurrection, and civil unrest); claims related to data security breaches, information system failures, or cyber-attacks; and claims related to business interruption including protocols enlisted by governments in connection with pandemics, and ransomware and cyber-attacks.
Holders of Class A ordinary shares may have difficulty obtaining or enforcing a judgment against us, and they may face difficulties in protecting their interests because we are incorporated under Cayman Islands law. We are an exempted company limited by shares incorporated under the laws of the Cayman Islands and conduct a majority of our operations outside the United States.
Holders of ordinary shares may have difficulty obtaining or enforcing a judgment against us, and they may face difficulties in protecting their interests because we are incorporated under Cayman Islands law. We are an exempted company limited by shares incorporated under the laws of the Cayman Islands and conduct a majority of our operations outside the United States.
Our Board of Directors may authorize the issuance of preferred shares with terms and conditions and under circumstances that could have an effect of discouraging a takeover or other transaction, deny shareholders the receipt of a premium on their Class A ordinary shares in the event of a tender or other offer for Class A ordinary shares and have a depressive effect on the market price of the Class A ordinary shares.
Our Board of Directors may authorize the issuance of preferred shares with terms and conditions and under circumstances that could have an effect of discouraging a takeover or other transaction, deny shareholders the receipt of a premium on their ordinary shares in the event of a tender or other offer for ordinary shares and have a depressive effect on the market price of the ordinary shares.
We intend to operate our business with financial reserves and applicable insurance liabilities at levels that should not cause us to be deemed PFICs, although we cannot provide assurance that we will be successful in structuring our operations to meet such levels nor can we ensure that the IRS will not successfully challenge our status.
We intend to operate our business with financial reserves and applicable insurance liabilities at levels that should not cause us to be deemed PFICs, although we cannot provide definitive assurance that we will be successful in structuring our operations to meet such levels nor can we ensure that the IRS will not successfully challenge our status.
Further changes in United States tax regulations and laws including the rules regarding passive foreign investment companies could have a material impact on our ability to qualify for the insurance company exemption and/or change our status for United States persons who own Class A ordinary shares.
Further changes in United States tax regulations and laws including the rules regarding passive foreign investment companies could have a material impact on our ability to qualify for the insurance company exemption and/or change our status for United States persons who own ordinary shares.
Our Articles provide that a director may only be removed for “cause” as defined in the Articles, upon the affirmative vote of not less than 50% of the votes cast at a meeting at which more than 50% of our issued and outstanding Class A ordinary shares are represented.
Our Articles provide that a director may only be removed for “cause” as defined in the Articles, upon the affirmative vote of not less than 50% of the votes cast at a meeting at which more than 50% of our issued and outstanding ordinary shares are represented.
The MAA includes amendments that provide for a specific administrative fines framework whereby CIMA has been granted the power to issue monetary penalties of up to 1 million Cayman Dollars for a very serious breach.
The MAA includes amendments that provide for a specific administrative fines framework whereby CIMA has been granted the power to issue monetary penalties of up to 1 million Cayman Islands Dollars for a very serious breach.
See Risks Relating to Taxation United States persons who own Class A ordinary shares may be subject to United States federal income taxation on our undistributed earnings and may recognize ordinary income upon disposition of Class A ordinary shares. and Risks Relating to Insurance and Other Regulations We are subject to the risk of possibly becoming an investment company under U.S. federal securities law.” Consolidation in the reinsurance industry could adversely affect us.
See Risks Relating to Taxation United States persons who own ordinary shares may be subject to United States federal income taxation on our undistributed earnings and may recognize ordinary income upon disposition of ordinary shares. and Risks Relating to Insurance and Other Regulations We are subject to the risk of possibly becoming an investment company under U.S. federal securities law.” Consolidation in the reinsurance industry could adversely affect us.
This amount would be determined as if such related person insurance income were distributed proportionally to United States persons at that date. We do not expect that we will knowingly enter into reinsurance agreements in which, in the aggregate, the direct or indirect insureds are, or are related to, owners of 20% or more of the Class A ordinary shares.
This amount would be determined as if such related person insurance income were distributed proportionally to United States persons at that date. We do not expect that we will knowingly enter into reinsurance agreements in which, in the aggregate, the direct or indirect insureds are, or are related to, owners of 20% or more of the ordinary shares.
Further, the IRS may issue regulatory or other guidance that causes us to fail to qualify for the active insurance company exception on a prospective or retroactive basis. Therefore, we cannot provide assurance that we will satisfy the exception for insurance companies and will not be treated as PFICs currently or in the future. Controlled Foreign Corporation.
Further, the IRS may issue regulatory or other guidance that causes us to fail to qualify for the active insurance company exception on a prospective or retroactive basis. Therefore, we cannot provide definitive assurance that we will satisfy the exception for insurance companies and will not be treated as PFICs currently or in the future. Controlled Foreign Corporation (“CFC”).
Additional capital may not be available on terms favorable to us, or at all. Increases in interest rates could result in higher interest expense on our outstanding debt. Further, any additional capital raised through the sale of equity could dilute existing ownership interest in our company and may cause the market price of our Class A ordinary shares to decline.
Additional capital may not be available on terms favorable to us, or at all. Increases in interest rates could result in higher interest expense on our outstanding debt. Further, any additional capital raised through the sale of equity could dilute existing ownership interest in our company and may cause the market price of our ordinary shares to decline.
Although not free from doubt, we believe these rules should not apply to dispositions of Class A ordinary shares because Greenlight Capital Re is not directly engaged in the insurance business and because proposed United States Treasury regulations applicable to this situation appear to apply only in the case of shares of corporations that are directly engaged in the insurance business.
Although not free from doubt, we believe these rules should not apply to dispositions of ordinary shares because Greenlight Capital Re is not directly engaged in the insurance business and because proposed United States Treasury regulations applicable to this situation appear to apply only in the case of shares of corporations that are directly engaged in the insurance business.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that they owe the following duties to the company: a duty to act in good faith and in what they consider to be in the best interests of the company; a duty not to make a profit out of their position as director (unless the company permits them to do so); a duty to exercise their powers for the purposes for which they are conferred; and a duty not to put themselves in a position where the interests of the company conflict with their personal interest or their duty to a third party.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that they owe certain duties to the company, including: a duty to act in good faith and in what they consider to be in the best interests of the company; a duty not to make a profit out of their position as director (unless the company permits them to do so); a duty to exercise their powers for the purposes for which they are conferred; and a duty not to put themselves in a position where the interests of the company conflict with their personal interest or their duty to a third party.
See “– Risks Relating to Insurance and Other Regulations We are subject to the risk of possibly becoming and investment company under U.S. federal securities laws .” Risks Relating to Our Class A Ordinary Shares Our ability to achieve our business objectives depends on our ability to manage and deploy capital.
See “– Risks Relating to Insurance and Other Regulations We are subject to the risk of possibly becoming and investment company under U.S. federal securities laws .” Risks Relating to Our Ordinary Shares Our ability to achieve our business objectives depends on our ability to manage and deploy capital.
While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: 42 Link to Table of Contents the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority vote have been complied with; the shareholders have been fairly represented at the meeting in question and the classes properly delineated; 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 Act or that would amount to a “fraud on the minority”.
While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority vote have been complied with; the shareholders have been fairly represented at the meeting in question and the classes properly delineated; 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 Act or that would amount to a “fraud on the minority”.
Investments in privately held early-stage companies involve a number of significant risks, including the following: these companies may have limited financial resources and may be unable to meet their operating obligations; they typically have limited operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; they typically depend on the management talents and efforts of a small group of persons.
Investments in privately held early-stage companies involve a number of significant risks, including the following: 38 Link to Table of Contents these companies may have limited financial resources and may be unable to meet their operating obligations; they typically have limited operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; they typically depend on the management talents and efforts of a small group of persons.
We believe that the dispersion of our Class A ordinary shares among holders and the restrictions placed on transfer, issuance or repurchase of our Class A ordinary shares , will in most cases prevent shareholders who acquire Class A ordinary shares from being United States 10% shareholders.
We believe that the dispersion of our ordinary shares among holders and the restrictions placed on transfer, issuance or repurchase of our ordinary shares, will in most cases prevent shareholders who acquire ordinary shares from being United States 10% shareholders.
United States persons who own Class A ordinary shares may be subject to United States federal income taxation on our undistributed earnings and may recognize ordinary income upon disposition of Class A ordinary shares. Passive Foreign Investment Company.
United States persons who own ordinary shares may be subject to United States federal income taxation on our undistributed earnings and may recognize ordinary income upon disposition of ordinary shares. Passive Foreign Investment Company.
In addition, our SILP investment strategy and Innovations investments are likely to be more volatile than traditional fixed-income portfolios composed primarily of investment-grade bonds. See Risks Relating to Our SILP Investment Strategy” and Risks Relating to Our Innovations Investments.” Accordingly, our short-term results of operations may not be indicative of our long-term prospects.
In addition, our SILP investment strategy and Innovations investments are likely to be more volatile than traditional fixed-income portfolios composed primarily of investment-grade bonds. See Risks Relating to Our SILP Investment Strategy and Risks Relating to Our Innovations S trategy .” Accordingly, our short-term results of operations may not be indicative of our long-term prospects.
Similarly, if either CIMA or the CBI suspended or revoked our licenses, we could lose our exemption under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (See “— We are subject to the risk of possibly becoming an investment company under U.S. federal securities law .”) Our reinsurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us to regulatory action.
Similarly, if either CIMA or the CBI suspended or revoked our licenses, we could lose our exemption under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (See “— We are subject to the risk of possibly becoming an investment company under U.S. federal securities law .”) 31 Link to Table of Contents Our reinsurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us to regulatory action.
We cannot provide assurance that the IRS will 45 Link to Table of Contents not successfully challenge our interpretation of the scope of the active insurance company exception and our qualification for the exception.
We cannot provide assurance that the IRS will not successfully challenge our interpretation of the scope of the active insurance company exception and our qualification for 43 Link to Table of Contents the exception.
However, DME Advisors’ right to use soft dollars may give DME Advisors an incentive to select brokers or dealers for our transactions or to negotiate commission rates or other execution terms in a manner that takes into account the soft dollar benefits received by DME Advisors rather than giving exclusive consideration to the interests of our investment portfolio and, accordingly, may create a conflict.
However, DME Advisors’ right to use soft dollars may give DME Advisors an incentive to select brokers or dealers for our transactions or to negotiate commission rates or other execution terms in a 36 Link to Table of Contents manner that takes into account the soft dollar benefits received by DME Advisors rather than giving exclusive consideration to the interests of our investment portfolio and, accordingly, may create a conflict.
Dividends and other distributions will be distributed among the holders of our Class A ordinary shares on a pro rata basis 44 Link to Table of Contents Risks Relating to Taxation We may become subject to taxation in the Cayman Islands, which would negatively affect our results.
Dividends and other distributions will be distributed among the holders of our ordinary shares on a pro rata basis. 42 Link to Table of Contents Risks Relating to Taxation We may become subject to taxation in the Cayman Islands, which would negatively affect our results.
Short-sale transactions have been subject to increased regulatory scrutiny, including the imposition of restrictions on 37 Link to Table of Contents short selling certain securities and reporting requirements. SILP’s ability to execute a short selling strategy may be materially and adversely impacted by new temporary and/or permanent rules, interpretations, prohibitions, and restrictions adopted in response to these adverse market events.
Short-sale transactions have been subject to increased regulatory scrutiny, including the imposition of restrictions on short selling certain securities and reporting requirements. SILP’s ability to execute a short selling strategy may be materially and adversely impacted by new temporary and/or permanent rules, interpretations, prohibitions, and restrictions adopted in response to these adverse market events.
There is no guarantee that our Class A ordinary shares will appreciate in value or even maintain the price at which our shareholders have purchased their shares.
There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which our shareholders have purchased their shares.
Risk-mitigating provisions that we put in place in the course of negotiating and executing these transactions, such as due diligence efforts and indemnification provisions, may not be sufficient to fully address these risks and contingencies. Non-compliance with laws, regulations, and taxation regarding transactions with international counterparties may adversely affect our business.
Risk-mitigating provisions that we put in place in the course of negotiating and executing these 30 Link to Table of Contents transactions, such as due diligence efforts and indemnification provisions, may not be sufficient to fully address these risks and contingencies. Non-compliance with laws, regulations, and taxation regarding transactions with international counterparties may adversely affect our business.
Failure to comply with, or to obtain desired 33 Link to Table of Contents authorizations and/or exemptions under, any applicable laws could result in restrictions on our ability to do business or undertake activities that are regulated in one or more of the jurisdictions in which we operate and could subject us to fines and other sanctions.
Failure to comply with, or to obtain desired authorizations and/or exemptions under, any applicable laws could result in restrictions on our ability to do business or undertake activities that are regulated in one or more of the jurisdictions in which we operate and could subject us to fines and other sanctions.
If regulations are adopted or legislation enacted that cause us to fail to meet the requirements of the insurance company 47 Link to Table of Contents exception, or if we fail to meet the applicable insurance liabilities test such failure could have a material adverse effect on the taxation of our shareholders who are U.S. persons.
If regulations are adopted or legislation enacted that cause us to fail to meet the requirements of the insurance company exception, or if we fail to meet the applicable insurance liabilities test such failure could have a material adverse effect on the taxation of our shareholders who are U.S. persons.
The exercise of such rights in the aggregate could significantly affect our financial condition, results of operations, and our underwriting capacity. If our losses and loss adjustment expenses greatly exceed our loss reserves, our financial condition may be materially and adversely affected.
The exercise of such rights in the aggregate could significantly affect our financial condition, results of operations, and our underwriting capacity. If our losses and LAE greatly exceed our loss reserves, our financial condition may be materially and adversely affected.
Additionally, while GRIL may withdraw as a limited partner in SILP due to 35 Link to Table of Contents unsatisfactory long-term performance of DME II or DME Advisors, as determined solely by the Board of Directors of GRIL at the end of each fiscal year during the term of the SILP LPA, Greenlight Re may not.
Additionally, while GRIL may withdraw as a limited partner in SILP due to unsatisfactory long-term performance of DME II or DME Advisors, as determined solely by the Board of Directors of GRIL at the end of each fiscal year during the term of the SILP LPA, Greenlight Re may not.
If the IRS were to successfully assert that Greenlight Capital Re, Greenlight Re, and/or GRIL have been engaged in a trade or business within the United States in any taxable year, various adverse tax consequences could result, including the following: Greenlight Capital Re, Greenlight Re and/or GRIL may become subject to current United States federal income taxation on its net income from sources within the United States; Greenlight Capital Re, Greenlight Re and/or GRIL may be subject to United States federal income tax on a portion of its net investment income, regardless of its source; Greenlight Capital Re, Greenlight Re, and/or GRIL may not be entitled to deduct certain expenses that would otherwise be deductible from the income subject to United States taxation; and Greenlight Capital Re, Greenlight Re and/or GRIL may be subject to United States branch profits tax on profits deemed to have been distributed out of the United States.
If the IRS were to successfully assert that Greenlight Capital Re, Greenlight Re, and/or GRIL have been engaged in a trade or business within the United States in any taxable year, various adverse tax consequences could result, including the following: Greenlight Capital Re, Greenlight Re and/or GRIL may become subject to current United States federal income taxation on its net income from sources within the United States; Greenlight Capital Re, Greenlight Re and/or GRIL may be subject to United States federal income tax on a portion of its net investment income, regardless of its source; and Greenlight Capital Re, Greenlight Re and/or GRIL may be subject to United States branch profits tax on profits deemed to have been distributed out of the United States.
We compete with major reinsurers, many of which have substantially greater financial, marketing, and management resources than we do, including Arch Capital, Axis, Everest Re, Hamilton Re, Hannover Re, Renaissance Re, and Sirius Point, as well as smaller companies, other niche reinsurers, and Lloyd’s syndicates and their related entities.
The reinsurance industry is highly competitive. We compete with major reinsurers, many of which have substantially greater financial, marketing, and management resources than we do, including Arch Capital, AXIS, Everest Re, Hamilton Re, Hannover Re, Renaissance Re, and Sirius Point, as well as smaller companies, other niche reinsurers, and Lloyd’s syndicates and their related entities.
Accordingly, we may not be able to obtain our desired amounts of retrocessional coverage, negotiate terms that we deem appropriate or acceptable, or obtain retrocessional coverage from entities with satisfactory creditworthiness.
Accordingly, we may not be able to obtain our desired amounts of retrocessional coverage, negotiate terms that we deem 29 Link to Table of Contents appropriate or acceptable, or obtain retrocessional coverage from entities with satisfactory creditworthiness.
If you are a United States tax-exempt organization, we advise you to consult your own tax advisor regarding the risk of recognizing unrelated business taxable income. 46 Link to Table of Contents The TCJA may cause us to undertake changes to the manner in which we conduct our business and could subject United States persons who own Class A ordinary shares to United States income taxation on our undistributed earnings.
If you are a United States tax-exempt organization, we advise you to consult your own tax advisor regarding the risk of recognizing unrelated business taxable income. 44 Link to Table of Contents The Tax Cuts and Jobs Act (“TCJA”) may cause us to undertake changes to the manner in which we conduct our business and could subject United States persons who own ordinary shares to United States income taxation on our undistributed earnings.
Our two largest brokers each accounted for more than 10% of our gross written premiums, and in the aggregate, they accounted for approximately 44.5% of our gross premiums written in 2022. Because broker-produced business is concentrated with a small number of brokers, we are exposed to concentration risk.
Our two largest brokers each accounted for more than 10% of our gross written premiums, and in the aggregate, they accounted for approximately 33.7% of our gross premiums written in 2023. Because broker-produced business is concentrated with a small number of brokers, we are exposed to concentration risk.
To the extent any of our subsidiaries located in jurisdictions other than the Cayman Islands consider declaring dividends, such subsidiaries are required to comply with restrictions set forth under applicable law and regulations in such other jurisdictions.
To the extent any of our subsidiaries located in jurisdictions other than the Cayman Islands consider declaring dividends, such subsidiaries are required to comply with restrictions set forth under applicable law and regulations in such other jurisdictions. These restrictions could adversely impact the Company.
From time to time, we seek to purchase reinsurance for certain liabilities we reinsure to mitigate the effect of a potential concentration of losses upon our financial condition.
As part of our risk management, from time to time, we seek to purchase reinsurance for certain liabilities we reinsure to mitigate the effect of a potential concentration of losses upon our financial condition.
In the event that the Company cannot meet this test, shareholders that are United States persons will be subject to United States income taxation on the Company’s undistributed earnings.
In the event that we cannot meet this test, shareholders that are United States persons will be subject to United States income taxation on our undistributed earnings.
Our level of debt and the provisions of such debt could have significant consequences, which include, but are not limited to, the following: 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; discourage an acquisition of us by a third party; place us at a competitive disadvantage to competitors carrying less debt; and make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures or take advantage of new opportunities to grow our business. 40 Link to Table of Contents We may refinance some or all of our indebtedness by issuing new debt or equity securities in one or more offerings.
Our level of debt and the provisions of such debt could have significant consequences, which include, but are not limited to, the following: 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; discourage an acquisition of us by a third party; place us at a competitive disadvantage to competitors carrying less debt; and make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures or take advantage of new opportunities to grow our business.
Best downgrades or withdraws our ratings, we cannot provide assurance that our regulators, the Cayman Islands Monetary Authority and the Central Bank of Ireland, would continue to authorize our current business strategy and investment strategy.
Best downgrades or withdraws our ratings, we cannot provide assurance that our regulators, CIMA and the Central Bank of Ireland, would continue to authorize our current business strategy and investment strategy.
The common law of the Cayman Islands is derived in part from judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands.
The common law of the Cayman Islands is derived in part from judicial precedent in the Cayman Islands as 41 Link to Table of Contents well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands.
The Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations (2018 Revision) (the “Capital and Solvency Regulations”) impose on Greenlight Re a minimum capital requirement of US$50 million, a prescribed capital requirement of US$226.5 million and a requirement to maintain solvency equal to greater than the total prescribed capital requirement (the “Capital Requirements”).
The Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations (2018 Revision) (the “Capital and Solvency Regulations”) impose on Greenlight Re to maintain minimum statutory capital and surplus equal to the greater of: a) the minimum capital requirement of $50 million and b) the prescribed capital requirement (the “Capital Requirements”).
Additional capital raised through the issuance of debt may result in creditors having rights, preferences, and privileges senior or otherwise superior to those of our Class A ordinary shares. Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit. The reinsurance industry is highly competitive.
Additional capital raised through the issuance of debt may result in creditors having rights, preferences, and privileges senior or otherwise superior to those of our ordinary shares. 25 Link to Table of Contents Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit.
In our proportional reinsurance business, in which we assume an agreed percentage of each underlying insurance contract, we do not expect to separately evaluate each of the original individual risks assumed under these reinsurance contracts. Therefore, we are largely dependent on the original underwriting decisions made by ceding companies.
In our proportional reinsurance business, we do not expect to separately evaluate each of the original individual risks assumed under these reinsurance contracts. Therefore, we are largely dependent on the original underwriting decisions made by ceding companies.
United States tax-exempt organizations who own Class A ordinary shares may recognize unrelated business taxable income. If you are a United States tax-exempt organization you may recognize unrelated business taxable income if a portion of our subpart F insurance income is allocated to you.
If you are a United States tax-exempt organization you may recognize unrelated business taxable income if a portion of our subpart F insurance income is allocated to you.
Our credit facility requires us and/or certain of our subsidiaries to comply with certain covenants, including restrictions on our ability to place a lien or charge on pledged assets, issue debt, and in certain circumstances, on the payment of dividends.
Our credit facility requires us and/or certain of our subsidiaries to comply with certain covenants, including restrictions on our ability to place a lien or charge on pledged assets, issue debt, and in certain circumstances, on the payment of dividends. For more details, see “Part II, Item 7.
At December 31, 2022, 2021, and 2020 the Company met the bright-line applicable insurance liabilities test. However, there is still substantial uncertainty regarding the application of the test. The Company cannot guarantee that it will continue to meet the bright-line applicable insurance liabilities test in future periods.
At December 31, 2023, we met the bright-line applicable insurance liabilities test. However, there is still substantial uncertainty regarding the application of the test. We cannot guarantee that we will continue to meet the bright-line applicable insurance liabilities test in future periods.
Therefore, you are not likely to receive any dividends on your Class A ordinary shares for the foreseeable future. The success of an investment in our Class A ordinary shares will depend upon any future appreciation in their value.
We do not intend to declare and pay dividends on our ordinary shares for the foreseeable future. Therefore, you are not likely to receive any dividends on your ordinary shares for the foreseeable future. The success of an investment in our ordinary shares will depend upon any future appreciation in their value.
The failure of these work permits to be granted or extended could prevent us from continuing to implement our business strategy. 30 Link to Table of Contents We may face risks arising from future strategic transactions such as acquisitions, dispositions, mergers, or joint ventures.
The failure of these work permits to be granted or extended could prevent us from continuing to implement our business strategy. We may face risks arising from future strategic transactions such as acquisitions, dispositions, mergers, or joint ventures. We may pursue strategic transactions from time to time, which could involve acquisitions or dispositions of businesses or assets.
SILP may transact in derivatives trading, which may increase the risks associated with our investment portfolio. Derivative instruments, or derivatives, include futures, options, swaps, structured securities, and other instruments and contracts that derive their value from one or more underlying securities, financial benchmarks, currencies, commodities, or indices. There are a number of risks associated with derivatives trading.
Derivative instruments, or derivatives, include futures, options, swaps, structured securities, and other instruments and contracts that derive their value from one or more underlying securities, financial benchmarks, currencies, commodities, or indices. There are a number of risks associated with derivatives trading.
We utilize modeling tools to facilitate the pricing, reserving, and risk management of our reinsurance portfolio. These models help us to control risk accumulation, inform management and other stakeholders of capital requirements and to improve the risk/return profile or minimize the amount of capital required to cover the risks in each reinsurance contract.
These models help us to control risk accumulation, inform management and other stakeholders of capital requirements and to improve the risk/return profile or minimize the amount of capital required to cover the risks in each reinsurance contract.
At December 31, 2022, GRIL’s minimum capital requirement and solvency capital requirement was approximately $10.5 million and $41.9 million, respectively. At December 31, 2022, GRIL was in compliance with the capital requirements required under the Irish Insurance Acts and Regulations.
At December 31, 2023, GRIL’s minimum capital requirement and solvency capital requirement was approximately $9.8 million and $39.4 million, respectively. At December 31, 2023, GRIL was in compliance with the capital requirements required under the Irish Insurance Acts and Regulations.
These restrictions could adversely impact the Company. 32 Link to Table of Contents We are subject to the risk of possibly becoming an investment company under U.S. federal securities law. In the United States, the Investment Company Act regulates certain companies that invest in or trade securities.
We are subject to the risk of possibly becoming an investment company under U.S. federal securities law. In the United States, the Investment Company Act regulates certain companies that invest in or trade securities.
While the Cayman Islands is currently on the list of jurisdictions that have substantially implemented the internationally agreed tax standard, we are not able to predict if additional requirements will be imposed, and if so, whether changes arising from such additional requirements will subject us to additional taxes.
While the Cayman Islands is currently on the list of co-operative jurisdictions, we are not able to predict if additional requirements will be imposed, and if so, whether changes arising from such additional requirements will subject us to additional taxes.
At December 31, 2022, Greenlight Re was in compliance with the Capital Requirements. GRIL, our Irish subsidiary, is required to comply with risk-based solvency requirements under the European legislation known as “Solvency II,” including calculating and maintaining a minimum capital requirement and solvency capital requirement.
At December 31, 2023, Greenlight Re was in compliance with the Capital Requirements - see Note 18 Statutory Requir ements of the consolidated financial statements. GRIL, our Irish subsidiary, is required to comply with risk-based solvency requirements under the European legislation known as “Solvency II,” including calculating and maintaining a minimum capital requirement and solvency capital requirement.
Potential developments that may affect such an analysis include: if A.M. Best alters its capital adequacy assessment methodology in a manner that would adversely affect the rating of our reinsurance entities; if A.M.
Best alters its capital adequacy assessment methodology in a manner that would adversely affect the rating of our reinsurance entities; if A.M.
A significant portion of our business is placed through brokered transactions, which involve a limited number of reinsurance brokers, which has continued to decrease in recent years as a result of consolidation in the broker sector.
The loss of significant brokers could materially and adversely affect our business, financial condition and results of operations. A significant portion of our business is placed through brokered transactions, which involve a limited number of reinsurance brokers, which has continued to decrease in recent years as a result of consolidation in the broker sector.
We could also experience more robust competition from larger, better-capitalized competitors. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations. 26 Link to Table of Contents Inflation may adversely impact our results of operations or financial condition.
We could also experience more robust competition from larger, better-capitalized competitors. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations. Challenging economic or political conditions may adversely impact our results of operations or financial condition.
We may need additional capital in the future in order to operate our business, and such capital may not be available to us or may not be available to us on favorable terms. 25 Link to Table of Contents We may need to raise additional capital in the future through public or private equity or debt offerings or otherwise in order to: repay our convertible notes; fund liquidity needs or replace lost capital resulting from underwriting or investment losses; meet rating agency capital requirements; satisfy collateral requirements that may be imposed by our clients or by regulators; meet applicable statutory jurisdiction requirements; or respond to competitive pressures.
We may need to raise additional capital in the future through public or private equity or debt offerings or otherwise in order to: repay our debt; fund liquidity needs or replace lost capital resulting from underwriting or investment losses; meet rating agency capital requirements; satisfy collateral requirements that may be imposed by our clients or by regulators; meet applicable statutory jurisdiction requirements; or respond to competitive pressures.
If at any time it were established that we had been operating as an investment company in violation of the registration requirements of the Investment Company Act, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, or that we would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with us undertaken during the period in which it was established that we were an unregistered investment company.
If at any time it were established that we had been operating as an investment company in violation of the registration requirements of the Investment Company Act, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, or that we would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with us undertaken during the period in which it was established that we were an unregistered investment company. 32 Link to Table of Contents To the extent that the laws and regulations change in the future so that contracts we write are deemed not to be reinsurance contracts, we will be at greater risk of not qualifying for the Investment Company Act exception.
At December 31, 2022, SILP, along with certain affiliates of DME Advisors, collectively owned 37.2% of Green Brick Partners, Inc., a publicly traded company (NYSE: GRBK), or the “GRBK Shares”. At December 31, 2022, SILP had invested more than 10% of Greenlight Re Surplus in GRBK.
At December 31, 2023, SILP, along with certain affiliates of DME Advisors, collectively owned 27.1% of Green Brick Partners, Inc., a publicly traded company (NYSE: GRBK), or the “GRBK Shares”, which was subsequently reduced by approximately 2% in January 2024. At December 31, 2023, SILP had invested more than 10% of Greenlight Re Surplus in GRBK.
Our level of debt may have an adverse impact on our liquidity, restrict our current and future operations, particularly our ability to respond to business opportunities, and increase our vulnerability to adverse economic and industry conditions. At March 1, 2023, we had $65.8 million of convertible notes outstanding (December 31, 2022: $79.6 million) that mature on August 1, 2023.
Our level of debt may have an adverse impact on our liquidity, restrict our current and future operations, particularly our ability to respond to business opportunities, and increase our vulnerability to adverse economic and industry conditions. At December 31, 2023, we had $73.3 million of debt outstanding (December 31, 2022: $80.5 million) that matures on August 1, 2026.
The historical performance of DME Advisors and its affiliates should not be considered indicative of the future results of the SILP investment portfolio, our future results, or any returns expected on our Class A ordinary shares.
The historical performance of DME Advisors and its affiliates should not be considered indicative of the future results of the SILP investment portfolio, our future results, or any returns expected on our ordinary shares. The historical returns of SILP and other funds managed by DME Advisors and its affiliates are not directly linked to our ordinary shares.
In particular, climate change, to the extent that it produces extreme changes in temperatures and weather patterns, could impact the frequency or severity of weather events and wildfires. Changes in weather patterns could also affect the frequency and severity of other natural catastrophe events to which we may be exposed.
To the extent climate change produces extreme changes in temperatures and weather patterns, it could impact the frequency or severity of weather including, but not limited to, hurricanes, tornadoes, freezes, droughts, other storms, and wildfires. These changes in weather patterns could also affect the frequency and severity of other natural catastrophe events to which we may be exposed.
Risks Relating to Insurance and Other Regulations Any suspension or revocation of any of our licenses would materially and adversely affect our business, financial condition and results of operations. We are licensed as a reinsurer in the Cayman Islands and the EEA. We are also licensed to write insurance business in the U.K. and the EEA through our Syndicate 3456.
Risks Relating to Insurance and Other Regulations Any suspension or revocation of any of our licenses would materially and adversely affect our business, financial condition and results of operations. Greenlight Re is licensed as a reinsurer in the Cayman Islands and the EEA.
Our Articles provide that we have the option, but not the obligation, to require a shareholder to sell its Class A ordinary shares for their fair market value to us, to other shareholders or to third parties if our Board of Directors determines that ownership of our Class A ordinary shares by such shareholder may result in adverse tax, regulatory or legal consequences to us, any of our subsidiaries or any of our shareholders and that such sale is necessary to avoid or cure such adverse consequences.
Our Articles provide that we have the option, but not the obligation, to require a shareholder to sell its ordinary shares for their fair market value to us, to other shareholders or to third parties if our Board of Directors determines that ownership of our ordinary shares by such shareholder may result in adverse tax, regulatory or legal consequences to us, any of our subsidiaries or any of our shareholders and that such sale is necessary to avoid or cure such adverse consequences. 40 Link to Table of Contents Provisions of our Articles, the Companies Act of the Cayman Islands (the “Companies Act”) and our corporate structure may each impede a takeover, which could adversely affect the value of our ordinary shares.
Potential conflicts of interest with DME Advisors and its affiliates may exist that could adversely affect us. DME Advisors and its affiliates, in addition to managing SILP, may engage in investment and trading activities for their own accounts and/or for the accounts of third parties.
DME Advisors and its affiliates, in addition to managing SILP, may engage in investment and trading activities for their own accounts and/or for the accounts of third parties.
Sources of risk arising from these types of transactions include financial, accounting, tax, and regulatory challenges; difficulties with integration, business retention, execution of strategy, unforeseen liabilities or market conditions; and other managerial or operating risks and challenges.
Any strategic transactions could have an adverse impact on our reputation, business, results of operation, or financial condition. Sources of risk arising from these types of transactions include financial, accounting, tax, and regulatory challenges; difficulties with integration, business retention, execution of strategy, unforeseen liabilities or market conditions; and other managerial or operating risks and challenges.
Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse effect on such investment and, in turn, on us; there is generally little public information about these companies.
Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse effect on such investment and, in turn, on us; they may not have adequate internal controls which would make them susceptible to fraud or mismanagement; there is generally little public information about these companies.
Since SILP may not be widely diversified by security or by industry, it may be subject to more rapid changes in value than would be the case if our investment portfolio were required to maintain a wide diversification among companies, securities industries, and types of securities.
Since SILP may not be widely diversified by security or by industry, it may be subject to more rapid changes in value than would be the case if our investment portfolio were required to maintain a wide diversification among companies, securities industries, and types of securities. 34 Link to Table of Contents Under the SILP LPA, we are contractually obligated to invest substantially all our assets in SILP with certain exceptions.
We cannot provide assurance, however, that the IRS will interpret the proposed regulations in this manner or that the proposed regulations will not be promulgated in final form in a manner that would cause these rules to apply to dispositions of Class A ordinary shares.
We cannot provide assurance, however, that the IRS will interpret the proposed regulations in this manner or that the proposed regulations will not be promulgated in final form in a manner that would cause these rules to apply to dispositions of ordinary shares. United States tax-exempt organizations who own ordinary shares may recognize unrelated business taxable income.
We are not aware nor have we been advised of any reported class action having been brought in a Cayman Islands court. 43 Link to Table of Contents Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions.
A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. We are not aware nor have we been advised of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions.
Certain of our reinsurance operations expose us to claims arising out of unpredictable catastrophic events, including weather-related and other natural catastrophes and man-made disasters such as acts of war or terrorism. The incidence and severity of catastrophes are inherently unpredictable. Increases in the frequency and severity of natural catastrophes and the losses that result from them are possible.
Certain of our reinsurance operations expose us to claims arising out of unpredictable catastrophic events, including losses from severe weather and other natural catastrophes and man-made disasters such as acts of war or terrorism.
SILP’s performance depends on the ability of DME Advisors to select and manage appropriate investments.
SILP’s performance depends on the ability of DME Advisors to select and manage appropriate investments. DME Advisors acts as the exclusive investment advisor for SILP.
We operate in a competitive market for Innovations investment opportunities. Many of our competitors have considerably greater resources than we do. If we fail to compete for or otherwise lose the opportunity to make Innovations investments, which support our underwriting strategy, our ability to implement our business strategy may be materially and adversely impacted.
Our Innovations investments support our underwriting operations and the failure to identify and consummate investment opportunities may materially and adversely affect our ability to implement our business strategy. We operate in a competitive market for Innovations investment opportunities. Many of our competitors have considerably greater resources than we do.
The success of the investment strategy may also be affected by general economic conditions. Unexpected market volatility and illiquidity associated with our investment in SILP could materially and adversely affect our investment results, financial condition, or 34 Link to Table of Contents results of operations.
The success of the investment strategy may also be affected by general economic conditions. Unexpected market volatility and illiquidity associated with our investment in SILP could materially and adversely affect our investment results, financial condition, or results of operations. SILP may be concentrated in a few large positions, which could result in material adverse valuation movements.
As a minority equity investor, we are often not in a position to influence the entity, and other equity holders and management of such entity may make decisions that could decrease the value of our investment in such entity. 39 Link to Table of Contents When we make a minority equity investment through our Innovations unit, we are subject to the risk that an entity may make business decisions with which we disagree.
As a minority equity investor, we are often not in a position to influence the entity, and other equity holders and management of such entity may make decisions that could decrease the value of our investment in such entity.

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Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES We currently occupy our office space in Grand Cayman, Cayman Islands under an operating lease arrangement which expires in 2026. Additionally, we have an operating lease agreement for office space in Dublin, Ireland which expires in 2031, but provides us an option to terminate the lease in 2026 without any penalty.
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ITEM 2. PROPERTIES We lease office space in Grand Cayman, Cayman Islands, where our principal executive office is located. Additionally, we lease office spaces in the United Kingdom and Ireland. We renew and enter into new leases in the ordinary course of business.
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We believe that for the foreseeable future the office spaces in the Cayman Islands and Ireland will be sufficient for conducting our operations.
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We believe that our office space is sufficient for us to conduct our operations for the foreseeable future. For further discussion of our lease commitments at December 31, 2023, refer to Note 16 “ Comm i tments and Contingencies ” of the consolidated financial statements.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWhile the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeWhile the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results. 47 Link to Table of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and number of holders Our Class A ordinary shares began publicly trading on the Nasdaq Global Select Market on May 24, 2007, under the symbol “GLRE.” At March 3, 2023, the number of holders of record of our Class A ordinary shares was approximately 54, not including beneficial owners of shares registered in nominee or street name who represent approximately 91.7% of the Class A ordinary shares issued and outstanding.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and number of holders Our ordinary shares are listed on the Nasdaq Global Select Market under the symbol “GLRE.” During 2023, we eliminated our dual-class share structure (see Note 10 Share Capital of the consolidated financial statements).
Although Greenlight Capital Re is not subject to any significant legal prohibitions on the payment of dividends, Greenlight Re and GRIL are subject to regulatory constraints that affect their ability to pay dividends and include minimum net worth requirements. At December 31, 2022, Greenlight Re and GRIL both exceeded the minimum statutory capital requirements.
Although Greenlight Capital Re is not subject to any significant legal prohibitions on the payment of dividends, Greenlight Re and GRIL are subject to regulatory constraints that affect their ability to pay dividends and include minimum net worth requirements. At December 31, 2023, Greenlight Re and GRIL both exceeded the minimum statutory capital requirements.
The performance graph assumes $100 invested on December 31, 2017 in the ordinary shares of Greenlight Capital Re, the RUT and the S&P Insurance Index. The performance graph also assumes that all dividends are reinvested. The performance reflected in the graph above is not necessarily indicative of future performance.
The performance graph assumes $100 invested on December 31, 2018 in the ordinary shares of Greenlight Capital Re, the RUT and the S&P Insurance Index. The performance graph also assumes that all dividends are reinvested. The performance reflected in the graph above is not necessarily indicative of future performance.
Any dividends we pay will be declared and paid in U.S. dollars. 49 Link to Table of Contents Performance Graph Presented below is a line graph comparing the yearly change in the cumulative total shareholder return on our Class A ordinary shares for the five year period commencing December 31, 2017 through December 31, 2022 against the total return index for the Russell 2000 Index, or RUT, and the S&P 500 Property & Casualty Insurance Index, or S&P Insurance Index, for the same period.
Any dividends we pay will be declared and paid in U.S. dollars. 48 Link to Table of Contents Performance Graph Presented below is a line graph comparing the yearly change in the cumulative total shareholder return on our ordinary shares for the five year period commencing December 31, 2018 through December 31, 2023 against the total return index for the Russell 2000 Index, or RUT, and the S&P 500 Property & Casualty Insurance Index, or S&P Insurance Index, for the same period.
On April 26, 2022, the Board of Directors re-approved the share repurchase plan effective from July 1, 2022, until June 30, 2023, authorizing the Company to repurchase up to $25.0 million of Class A ordinary shares or securities convertible into Class A ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans.
On May 2, 2023, our Board of Directors re-approved the share repurchase plan effective from July 1, 2023 until June 30, 2024, authorizing us to repurchase up to $25.0 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans.
This graph is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
This graph and related information presented is not “soliciting material,” is not deemed filed with the SEC, is not subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Dividends Since inception, we have not paid any cash dividends on our Class A ordinary shares or Class B ordinary shares, or collectively, our ordinary shares. Holders of ordinary shares are entitled to receive dividends when, as, and if declared by the Board of Directors in accordance with the provisions of our Articles and the Companies Law.
Holders of ordinary shares are entitled to receive dividends when, as, and if declared by the Board of Directors in accordance with the provisions of our Articles and the Companies Law.
The Company is not required to repurchase any Class A ordinary shares and the repurchase plan may be modified, suspended or terminated at any time without prior notice. There were no share repurchases made under the plan during the three months ended December 31, 2022. 50 Link to Table of Contents ITEM 6. [RESERVED]
There were no share repurchases made under the plan during the fourth quarter and year ended December 31, 2023. 49 Link to Table of Contents ITEM 6. [RESERVED]
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers Our Board of Directors has adopted a share repurchase plan authorizing the Company to repurchase Class A ordinary shares. From time to time, the repurchase plan has been re-approved or modified at the election of our Board of Directors. The previous plan expired on June 30, 2022.
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On March 1, 2024, there were 57 holders of record of our ordinary shares. This figure does not include the beneficial owners of our ordinary shares held in “street name” or held through participants in depositories, such as the Depository Trust Company. Dividends Since inception, we have not paid any cash dividends on our ordinary shares.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers Our Board has adopted a share repurchase plan. The timing of such repurchases and the actual number of shares repurchased will depend on various factors, including price, market conditions, and applicable regulatory and corporate requirements.
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Any shares repurchased are canceled immediately upon repurchase. We are not required to repurchase any of the ordinary shares. The repurchase plan may be modified, suspended, or terminated at the election of our Board of Directors at any time without prior notice.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeGeneral We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with a reinsurance and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces.
Biggest changeTabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted. 50 Link to Table of Contents Overview Business Overview We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors.
The following is a discussion and analysis of our results of operations for the years ended December 31, 2022 and 2021 and financial condition at December 31, 2022 and 2021.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management’s discussion and analysis (“MD&A”) of our results of operations for the years ended December 31, 2023, and 2022, and our financial condition at December 31, 2023 and 2022. This discussion should be read in conjunction with “Part II, Item 8.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References to “we,” “us,” “our,” “our company,” or “the Company” refer to Greenlight Capital Re, Ltd. (“GLRE”) and its wholly-owned subsidiaries, Greenlight Reinsurance, Ltd, (“Greenlight Re”), Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), Greenlight Re Marketing (UK) Limited (“Greenlight Re UK”), and Verdant Holding Company, Ltd.
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Financial Statements and Supplementary Data ” of this Annual Report.
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(“Verdant”), and Greenlight Innovation Syndicate 3456 (“Syndicate 3456”), unless the context dictates otherwise. References to our “Ordinary Shares” refer collectively to our Class A Ordinary Shares and Class B Ordinary Shares. The following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes, which appear elsewhere in this filing.
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Page Overview 51 Business Overview 51 Outlook and Trends 51 Revenues and Expenses 51 Key Financial Measures and Non-GAAP Measures 52 Consolidated Results of Operations 55 Financial Condition 63 Liquidity and Capital Resources 66 Liquidity 66 Capital Resources 67 Contractual Obligations and Commitments 68 Critical Accounting Estimates 69 Premium Revenues 69 Loss and Loss Adjustment Expense Reserves 70 Investments 72 For the discussion and analysis of our results of operations and changes in financial condition for the year ended December 31, 2022 compared to the year ended December 31, 2021, refer to our 2022 Annual Report.
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We have omitted discussion of the earliest of the three years covered by our consolidated financial statements presented in this report because we included that disclosure in our Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 8, 2022.
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All amounts are reported in U.S. dollars, unless otherwise noted.
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You are encouraged to reference Part II, Item 7, within that report, for a discussion of our financial condition and result of operations for the fiscal year ended December 31, 2021, compared to the fiscal year ended December 31, 2020.
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Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces. Refer to “ Part 1 ,
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We focus on delivering risk solutions to clients and brokers who value our expertise, analytics, and customer service offerings. We aim to complement our underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies.
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Our investment portfolio is managed according to a value-oriented philosophy, in which our investment advisor takes long positions in perceived undervalued securities and short positions in perceived overvalued securities. Through Greenlight Re Innovations, we support technology innovators in the (re)insurance market by providing investment capital, risk capacity, and access to a broad insurance network.
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Because we seek to capitalize on favorable market conditions and opportunities, period-to-period comparisons of our underwriting results may not be meaningful. Also, our historical investment results are not necessarily indicative of future performance. Due to the nature of our reinsurance and investment strategies, our operating results will likely fluctuate from period to period. The Company’s subsidiaries hold an A.M.
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Best Financial Strength Rating of A- (Excellent) with a stable outlook. Outlook and Trends We operate in a business where we expect volatility in our underwriting results. Hurricane Ian, which struck the southeast U.S. in September 2022, is likely to prove one of the costliest natural disasters ever in terms of insured losses.
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This storm, the Russian-Ukraine conflict, and several smaller events have combined to make 2022 another challenging year for companies that participate in the global reinsurance market. We were not immune from these events; our combined ratio for the year ended December 31, 2022, was 102.3%.
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Further, the ongoing Russian-Ukrainian conflict has resulted in the U.S., United Kingdom, European Union, and other countries imposing financial and economic sanctions, which have caused disruption in the global economy and have increased economic and geopolitical uncertainty.
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If this conflict is prolonged, we and other reinsurers may incur additional losses in future periods. 51 Link to Table of Contents The continuing widespread inflation is a significant concern to the industry, as it can add uncertainty to the cost of claims, particularly for classes of business with long payout tails.
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As a result, it creates pricing challenges for new business and valuation challenges in claims reserves. We are addressing these concerns in multiple ways: • Our underwriting strategy focuses on relatively short-tailed business, which is inherently less exposed to inflation than long-tailed lines.
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We estimate the payout duration of our existing reserves at approximately two years. • We incorporate inflation assumptions in all our pricing and reassess these assumptions frequently. • We are minimizing our exposure to classes that are experiencing severe supply-chain-driven inflation. The rising interest rate environment has had a mixed impact on our financial results.
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While we have experienced losses driven by fixed-income securities held by Lloyd’s syndicates in which we participate, the higher interest rates have improved the yield on our restricted cash and cash equivalents. To the extent interest rates continue to increase, we expect to see these trends continue.
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The combination of the recent loss events, continued inflation, and rising interest rates led to a significant reduction in the amount of reinsurance capital available for deployment, which in turn has led to market conditions that we consider more favorable than any we have experienced in more than a decade.
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The January 1 renewal season saw widespread pricing improvements in the aviation, war and terror, and marine classes and even higher increases in the property catastrophe rates. These short-tailed specialty and property catastrophe classes represents a significant portion of our 2023 business plan. Elsewhere in our portfolio, average percentage rate improvements were in the single digits.
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Additionally, we continue to be encouraged by our Innovations unit, whose central objective is to enhance our underwriting return and risk profile by establishing a range of strategic partnerships. Our Innovations-related premiums, included premiums written by Syndicate 3456, accounted for approximately 18% of our net premiums written in 2022.
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We see the potential for significant growth from Innovations-derived underwriting opportunities in the future. SILP generated a net return of 25.3% in 2022, compared to an 18.1% loss for the S&P 500 index. Effective January 1, 2023, the Company increased its allocation to SILP to a maximum of 60% of surplus.
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Segments We have one operating segment, Property & Casualty reinsurance, and we analyze our business based on the following categories: ● Property ● Casualty ● Other Property business covers personal lines, commercial lines exposures and automobile physical damage. Property business includes both catastrophe and non-catastrophe coverage.
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We expect property business to account for a small portion of our overall catastrophe exposure. Casualty business covers general liability, motor liability, professional liability, and workers’ compensation exposures. The Company’s multi-line business includes the Funds at Lloyd’s business.
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As our Lloyd’s syndicate contracts incorporate property (including incidental catastrophe), casualty, and other exposures, we categorize them as multi-line (and therefore casualty) business. However, these contracts are composed of primarily short-tailed risks.
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Other business covers accident and health, financial (including transactional liability, mortgage insurance, surety, and trade credit), marine, energy, as well as other specialty business such as aviation, crop, cyber, political, and terrorism exposures.
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Revenues We derive our revenues from two principal sources: ● premiums from reinsurance on property and casualty business assumed (net of any premiums ceded); and ● income from investments. 52 Link to Table of Contents We recognize premiums written as revenues, net of any applicable underlying reinsurance coverage, over the term of the related policy or contract.
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Depending on the contract structure, the earnings period could be the same as the reinsurance contract or based on the terms of the underlying insurance policies.
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Income from our investments is primarily composed of: ● income (or loss) generated from our investment in SILP; ● gains (or losses) from our other investments, including Innovations and investments accounted for under the equity method; ● interest income on our restricted cash and cash equivalents and Funds at Lloyd’s; ● foreign exchange gains (or losses); and ● interest income and gains (or losses) from promissory notes receivable.
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In addition, we may from time to time derive other income from interest on deposit-accounted contracts, fees generated from advisory services, and fees relating to overrides, profit commissions, and fees due upon the early termination of contracts.
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Expenses Our expenses consist primarily of the following: ● underwriting losses and loss adjustment expenses; ● acquisition costs; ● general and administrative expenses; ● interest expense; ● investment-related expenses. The extent of our loss and LAE is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage.
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As described below, loss and loss adjustment expenses include an actuarially determined estimate of losses incurred, including losses incurred during the period and changes in estimates from prior periods. The period over which we pay loss and LAE reserves depends on the nature of the coverage provided and generally extends over multiple years.
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Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term.
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General and administrative expenses consist primarily of salaries and benefits and related costs, including costs associated with our incentive compensation plan, bonuses, and stock compensation expenses. General and administrative expenses also include professional fees, travel and entertainment, information technology, rent, and other general operating costs.
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General and administrative expenses reported in our consolidated statements of operations include both underwriting and corporate expenses. Interest expense consists of interest paid and accrued on senior convertible notes and the amortization of issuance expenses. In addition, we incur interest expenses on some deposit-accounted contracts. Investment-related expenses primarily consist of management fees and performance compensation paid to the investment advisor.
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We net these expenses against investment income (loss) in our consolidated statements of operations. Critical Accounting Policies and Estimates Our consolidated financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part I.
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Item IA. — Risk Factors,” cause actual events or results to differ materially from our underlying assumptions or estimates, there could be a material adverse effect on our results of operations, financial condition, or liquidity. We believe the following accounting policies affect the more significant estimates used to prepare our consolidated financial statements.
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We have summarized the descriptions below for clarity. We have included a more detailed description of our significant accounting policies and recently issued accounting standards in Note 2 to the consolidated financial statements. 53 Link to Table of Contents Premium Revenues and Risk Transfer.
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We record our property and casualty reinsurance premiums as premiums written based on contract terms and information received from ceding companies and their brokers. Excess of loss reinsurance contracts typically state premiums as a percentage of the subject premiums written by the client, subject to a minimum and deposit premium.
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The minimum and deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term. The minimum and deposit premium is reported initially as premiums written and adjusted, if necessary, in subsequent periods once the actual subject premium is known.
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Certain contracts provide for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs. Our clients estimate the gross premiums they expect to write at the contract’s inception for each proportional contract we underwrite. Our underwriters initially utilize the client’s estimate to determine our best estimate.
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In subsequent periods, we adjust our estimates based on our client’s actual reports and our expectations of market conditions for the applicable line of business. As the contract progresses, we monitor premiums received in conjunction with the client’s correspondence to refine our estimate. Variances from initial gross premiums estimates are generally greater for proportional contracts than for non-proportional ones.
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We earn premiums over the risk coverage period. Unearned premiums represent the unexpired portion of reinsurance provided. At the inception of each of our reinsurance contracts, we receive premium estimates from the client, which we use in conjunction with historical and industry data to estimate what we believe will be the ultimate premium payable under each contract.
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We receive actual premiums written by each client as the client reports the actual results of the underlying insurance writings to us monthly or quarterly (depending on the contract). We book the actual premiums written when we receive them from our client.
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Each reporting period, we estimate the premiums written for stub periods that have not yet been reported to us by the client.
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For example, at year-end, we may have to estimate December premiums ceded under certain contracts since the client may not be required to report the actual results to us until after we have issued our audited consolidated financial statements. Typically, we only use premium estimates for unreported stub periods, which account for a small percentage of our total premiums written.
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We confirm the accuracy and completeness of premiums reported by our clients by reviewing the client’s statutory filings, where available, or performing an audit of the client under the contract terms. Discrepancies between premiums ceded and reported under a contract are, in our experience, rare.
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To date, we have not had any material difference in premiums reported by a client that required a formal dispute resolution process. Assessing whether a reinsurance contract meets the conditions for risk transfer requires judgment.
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The determination of risk transfer is critical to reporting premiums written and is based in part on the use of actuarial and pricing models and assumptions. If we determine that a reinsurance contract does not transfer sufficient risk to merit reinsurance accounting treatment, we report the premium we receive as a deposit liability.
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Similarly, we report the premium we pay as a deposit asset for ceded contracts that do not transfer sufficient risk to merit reinsurance accounting. Any income and expense on deposit-accounted contracts is calculated using the interest method and recorded in the consolidated statements of operations under the captions “Other income (expense)” and “Deposit interest expense,” respectively. Investments.
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We carry our investment in SILP at fair value, based on the most recent net asset value obtained from SILP’s third-party administrator. The caption “Other investments” in our consolidated balance sheets includes private and unlisted equity securities that do not have readily determinable fair values.
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We determine these private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting date, we qualitatively consider whether the investment is impaired on the basis of certain impairment indicators.
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If we determine that the equity security is impaired on the basis of the qualitative assessment and the estimated fair value is less than the carrying value, we recognize an impairment loss in the caption “Net investment income (loss)” in the consolidated statements of operations.
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We determine realized gains and losses from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate). These gains and losses are included in the captions “Net investment income (loss)” in the consolidated statements of operations. 54 Link to Table of Contents Loss and Loss Adjustment Expense Reserves.
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Estimating our loss and LAE reserves involves a considerable degree of judgment, and our estimates as of any given date are inherently uncertain. Estimating loss and LAE reserves requires us to make assumptions regarding reporting and development patterns, frequency and severity trends, claims settlement practices, potential changes in legal environments, inflation, loss amplification, foreign exchange movements, and other factors.
Removed
These estimates and judgments are based on numerous considerations and are often revised as (i) we receive changes in loss amounts reported by ceding companies and brokers; (ii) we obtain additional information, experience, or other data; (iii) we develop new or improved methodologies; or (iv) we observe changes in the legal environment.
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Our loss and LAE reserves relating to short-tail property risks are typically reported to us and settled more promptly than those relating to long-tail risks.
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However, the timeliness of loss reporting can be affected by such factors as the nature of the event causing the loss, the location of the loss, whether the loss is from policies in force with primary insurers or with reinsurers, and where our exposure falls within the cedent’s overall reinsurance program.
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Our loss and LAE reserves are composed of case reserves (based on claims reported to us) and IBNR reserves, including the associated claims handling costs. We determine case reserve estimates based on loss reports received.
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We determine our IBNR reserve estimates using standard actuarial methods and a combination of our own historical and current loss experience, insurance industry loss experience, assessments of pricing adequacy trends, and our professional judgment. In estimating our IBNR reserve, we estimate the total ultimate loss and LAE we expect to incur and subtract paid claims and case reserves.
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The nature and extent of our judgment in the reserving process depend in part upon the type of business. Some of our property treaty reinsurance contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes.
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Given the nature of these events, traditional actuarial reserving methods may not be reliable indicators of the final outcome.
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As such, for contracts or losses of this type, we estimate the ultimate cost associated with a single loss event rather than perform analysis on the historical development patterns of past events to estimate the ultimate losses for an entire accident year.
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We estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event. For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques.
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We supplement our analysis with industry loss ratio and development pattern information in conjunction with our own experience. The weight given to a particular method will depend on many factors, including the homogeneity within the class of business, the volume of losses, the maturity of the accident year, and the length of the expected development tail.
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For example, the expected loss ratio method assumes that the ratio of premiums and losses remains constant. In contrast, development methods rely on observable patterns within reported losses, both historical and newly reported, to establish a view of the ultimate loss incurred.
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Therefore, as an accident year matures, we may migrate from an expected loss ratio method to an incurred development method. As a predominantly broker-market reinsurer for both excess-of-loss and proportional contracts, we rely on loss information reported to brokers by primary insurers who, in turn, must estimate their losses at the policy level, often based on incomplete and changing information.
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The information we receive varies by cedent and may include paid losses, estimated case reserves, and an estimated provision for IBNR reserves. Reserving practices and data-reporting quality differ among ceding companies, which adds further uncertainty to our estimation of ultimate losses.
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The nature and extent of information received from ceding companies and brokers also vary widely depending on the type of coverage, the contractual reporting terms (which are affected by market conditions and practices), and other factors.
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Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies.
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Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts. The time lags, coupled with the combined characteristics of low claim frequency and high claim severity on such contracts, make the available data less useful for predicting ultimate losses.
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In the case of proportional contracts, we rely on an analysis of a cedent’s historical experience, industry information, and the underwriters’ professional judgment in estimating reserves. We also utilize ultimate loss ratio forecasts when reported by cedents and brokers, which are ordinarily subject to three to six-month lags for proportional business.
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Due to our reliance on ceding companies for claims reporting, our reserve estimates are highly dependent on ceding companies’ judgment.
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Furthermore, during the loss settlement period, which may last several years, additional facts regarding individual claims and trends will often become known, and case law may change, affecting ultimate expected losses. 55 Link to Table of Contents Since we rely on ceding company data in establishing our loss and LAE reserves, we maintain procedures designed to mitigate the risk that such information is incomplete or inaccurate.
Removed
These procedures include: (i) comparisons of expected premiums to reported premiums, which helps us to identify delinquent client periodic reports; (ii) ceding company audits to identify inaccurate or incomplete reporting of claims and ensure that claims are actively and appropriately managed in line with agreed protocols and settlement authority limits; and (iii) underwriting reviews to ascertain that the losses ceded are covered as provided under the contract terms.
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These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop. We engage an independent third-party actuarial firm to perform a quarterly reserve review and annually opine on the reasonableness and adequacy of the aggregate loss reserves.
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We provide the third-party actuarial firm with our pricing models, reserving analysis, and other data. The actuarial firm may also inquire about the various assumptions and estimates used in the reserving analysis. The actuarial firm independently creates its own reserving models based on industry loss information, augmented by client-specific loss information and independent assumptions and estimates.
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Based on various reserving methodologies that the actuarial firm considers appropriate, it creates a loss reserve estimate for each segment in the portfolio. It recommends an aggregate loss reserve, including IBNR.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeTreasury rates. At December 31, 2022, a 100 basis points increase or decrease in U.S. Federal Funds Rate would result in approximately a $5.7 million increase or decrease, respectively, in our interest income on an annualized basis. Our investment in SILP includes interest-rate sensitive securities, such as corporate and sovereign debt instruments and interest-rate options.
Biggest changeAt December 31, 2023, our investment in SILP includes interest-rate sensitive securities, such as corporate and sovereign debt instruments and interest rate derivatives. A 100 basis points (increase or decrease) in interest rates would result in a $1.6 million gain (2022: $4.4 million) or a $3.5 million (2022: $4.9 million) loss, respectively, to our investment in SILP.
At December 31, 2022, most of SILP’s currency exposures resulting from foreign-denominated securities (longs and shorts) were reduced by offsetting cash balances denominated in the corresponding foreign currencies. At December 31, 2022, a 10% increase or decrease in the value of the U.S. dollar against foreign currencies would have no meaningful impact on the value of our Investment Portfolio.
At December 31, 2023, most of SILP’s currency exposures resulting from foreign-denominated securities (longs and shorts) were reduced by offsetting cash balances denominated in the corresponding foreign currencies. At December 31, 2023 and 2022, a 10% increase or decrease in the value of the U.S. dollar against foreign currencies would have no meaningful impact on our investment in SILP.
The below table excludes the indirect effect that changes in commodity prices might have on equity securities in our Investment Portfolio. 10% increase in commodity prices 10% decrease in commodity prices Commodity Change in fair value Change in fair value ($ in millions) Gold $ 3.6 $ (3.6) Silver 0.3 (0.3) Uranium 0.3 (0.3) Crude oil 0.2 (0.2) Total $ 4.4 $ (4.4) Foreign Currency Risk Certain of our reinsurance contracts are denominated in foreign currencies, whereby premiums are receivable and losses are payable in foreign currencies.
The below table excludes the indirect effect that changes in commodity prices might have on equity securities in the SILP’s investment portfolio. 10% increase in commodity prices 10% decrease in commodity prices At December 31, 2023 ($ in millions) Gold $ 3.8 $ (3.8) Uranium 0.8 (0.8) Crude oil 1.6 (1.5) Total $ 6.2 $ (6.1) 10% increase in commodity prices 10% decrease in commodity prices At December 31, 2022 ($ in millions) Gold $ 3.6 $ (3.6) Silver 0.3 (0.3) Uranium 0.3 (0.3) Crude oil 0.2 (0.2) Total $ 4.4 $ (4.4) Foreign Currency Risk Underwriting Related Certain of our reinsurance contracts are denominated in foreign currencies, whereby premiums are receivable and losses are payable in foreign currencies.
At December 31, 2022, SILP’s investments incorporate unhedged exposure to changes in gold, silver, uranium, and crude oil prices. The following table summarizes the net impact that a 10% increase and decrease in commodity prices would have on the value of our Investment Portfolio at December 31, 2022.
At December 31, 2023, SILP’s investments incorporate unhedged exposure to changes in gold, uranium, and crude oil prices. 72 Link to Table of Contents The following table summarizes the net impact that a 10% movement in commodity prices would have on the fair value of SILP’s investment portfolio.
While we do not seek to precisely match our liabilities under reinsurance policies that are payable in foreign currencies with investments denominated in such currencies, we continually monitor our exposure to potential foreign currency losses and may use foreign currency cash and cash equivalents or forward foreign currency exchange contracts to mitigate against adverse foreign currency movements. 74 Link to Table of Contents Certain cedents, particularly the Lloyd’s syndicates, report to us in foreign currencies even though some or all of the underlying exposure is denominated in U.S. dollars .
While we do not seek to precisely match our liabilities under reinsurance policies that are payable in foreign currencies with investments denominated in such currencies, we continually monitor our exposure to potential foreign currency losses and may use foreign currency cash and cash equivalents or forward foreign currency exchange contracts to mitigate against adverse foreign currency movements.
Equity Price Risk At December 31, 2022, our investments consisted primarily of an investment in SILP. Among SILP’s holdings are equity securities, the carrying values of which are based primarily on quoted market prices.
Actual results in the future may differ materially from these projected results due to actual developments in the global financial markets. Equity Price Risk At December 31, 2023, our investments consisted primarily of an investment in SILP. Among SILP’s holdings are equity securities, the carrying values of which are based primarily on quoted market prices.
Our consolidated statements of operations may report a foreign exchange gain or loss associated with this exposure when reported by the cedents. Additionally, we may report foreign exchange gains or losses due to the mismatch between the currency exchange rates applied to foreign-denominated (i) monetary balances and (ii) non-monetary balances under U.S. GAAP.
Additionally, we may report foreign exchange gains or losses due to the mismatch between the currency exchange rates applied to foreign-denominated (i) monetary balances and (ii) non-monetary balances under U.S. GAAP. See Note 2 of the accompanying consolidated financial statements for further information regarding our accounting treatment of foreign currency transactions.
At December 31, 2022, a 10% decline in the price of each of the underlying listed equity securities and equity-based derivative instruments would result in an $8.1 million loss to our Investment Portfolio. Computations of the prospective effects of hypothetical equity price changes are based on numerous assumptions, including the maintenance of the current composition of SILP’s portfolio.
At December 31, 2023, a 10% decline in the price of each of the underlying listed equity securities and equity-based derivative instruments would result in a $12.3 million (2022: $8.1 million) unrealized loss in our investment in SILP. Commodity Price Risk Generally, market prices of commodities are subject to fluctuation.
We, along with DME Advisors, monitor the net exposure to interest rate risk and generally do not expect changes in interest rates to have a materially adverse impact on our operations. Credit Risk Credit risk relates to the uncertainty of a counterparty’s ability to make timely payments in accordance with the terms of the instrument or contract.
We, along with DME Advisors, monitor the net exposure to interest rate risk and generally do not expect changes in interest rates to have a materially adverse impact on our operations. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information with respect to this Item is set forth under Part IV Item 15. ITEM 9.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We believe we are principally exposed to the following types of market risk: equity price risk; commodity price risk; foreign currency risk; interest rate risk; credit risk; and political risk.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our financial instruments are subject to a variety of market risks. The term market risk refers to the risk of loss arising from adverse changes from: equity price; commodity price; foreign currency; and interest rate (including credit spreads).
The computations should not be relied on as indicative of future results. Commodity Price Risk Generally, market prices of commodities are subject to fluctuation. SILP’s investments periodically include long or short investments in commodities or derivatives directly impacted by fluctuations in the prices of commodities.
SILP’s investments periodically include long or short investments in commodities or derivatives directly impacted by fluctuations in the prices of commodities.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information with respect to this Item is set forth under Part IV Item 15. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.
See Note 2 of the accompanying consolidated financial statements for further information regarding our accounting treatment of foreign currency transactions. We monitor our foreign currency-denominated assets and liabilities on an “underlying exposure” basis without distinguishing between monetary and non-monetary balances. At December 31, 2022, our underlying exposure to GBP-denominated net reinsurance asset balance was £5.2 million.
We monitor our foreign currency-denominated assets and liabilities on an “underlying exposure” basis without distinguishing between monetary and non-monetary balances.
Interest Rate Risk The primary market risk exposure for any debt instrument is interest rate risk. As interest rates rise, the fair value of a long fixed-income portfolio generally falls. Similarly, falling interest rates generally lead to increases in the fair value of fixed-income securities.
Interest Rate Risk The primary market risk exposure for any debt instrument is interest rate risk, including credit spreads. Most of our interest rate risk relates to interest rate derivatives held in SILP, and their value may fluctuate with changes in interest rates.
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At December 31, 2022, a 10% decrease in the U.S. dollar against the GBP (all else constant) would result in an estimated $0.6 million foreign exchange gain. Alternatively, a 10% increase in the U.S. dollar against the GBP would result in an estimated $0.6 million foreign exchange loss.
Added
We performed a sensitivity analysis below to estimate the effects that market risk exposure could have on the future earnings, fair values or cash flows of our financial instruments. These represent forward-looking statements of market risk assuming certain adverse market conditions occur.
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Similarly, at December 31, 2022, our net underlying exposure to Euro-denominated reinsurance liability balances was €10.5 million. At December 31, 2022, a 10% decrease in the U.S. dollar against the Euro (all else constant) would result in an estimated $1.1 million foreign exchange loss.
Added
Certain cedents, particularly the Lloyd’s syndicates, report to us in foreign currencies even though some or all of the underlying exposure is denominated in U.S. dollars . Our consolidated statements of operations may report a foreign exchange gain or loss associated with this exposure when reported by the cedents.
Removed
Alternatively, a 10% increase in the U.S. dollar against the Euro would result in an estimated $1.1 million foreign exchange gain. We may also be exposed to foreign currency risk through SILP’s underlying cash, forwards, options, and investments in securities denominated in foreign currencies.
Added
The following table summarizes the net impact of a hypothetical 10% currency rate movement relating to our primary foreign denominated reinsurance net assets or liabilities (including balances held at Lloyd's): At December 31, 2023 Net Asset (Liability) Exposure 10% increase in currency rate 10% decrease in currency rate GBP £ 25,337 $ (3,228) $ 3,228 Euro € (13,975) 1,543 (1,543) Total foreign exchange gain (loss) $ (1,685) $ 1,685 73 Link to Table of Contents At December 31, 2022 Net Asset (Liability) Exposure 10% increase in currency rate 10% decrease in currency rate GBP £ 5,235 $ (633) $ 633 Euro € (10,526) 1,126 (1,126) Total foreign exchange gain (loss) $ 493 $ (493) Investment in SILP We may also be exposed to foreign currency risk through SILP’s underlying cash, forwards, options, and investments in securities denominated in foreign currencies.
Removed
Additionally, some derivative investments may be sensitive to interest rates, and their value may indirectly fluctuate with changes in interest rates. The caption “Reinsurance balances receivable” in our consolidated balance sheets incorporates amounts held by cedents, including the Lloyd’s syndicates in which we participate.
Removed
These syndicates invest a portion of the premiums withheld in fixed-income and variable-yield securities, which expose us to interest rate risk.
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At December 31, 2022, a 100 basis points increase or decrease in interest rates would result in an estimated $2.2 million loss or gain, respectively, which would be recorded in our consolidated statements of operations under the captions “Other income (expense).” Our restricted cash and cash equivalents earn interest at rates that generally follow the movements of the short-term U.S.
Removed
At December 31, 2022, a 100 basis points increase or decrease in interest rates would result in a $4.4 million gain or a $4.9 million loss, respectively, to our Investment Portfolio.
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Our maximum exposure to credit risk is the carrying value of our financial assets. We evaluate the financial condition of our business partners and clients relating to balances receivable under our reinsurance contracts, including premiums receivable, losses recoverable, and commission adjustments recoverable.
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We obtain collateral in the form of funds withheld, trusts, and letters of credit from our counterparties to mitigate this credit risk. We monitor our net exposure to each counterparty relative to the financial strength of our counterparties and assess the collectibility of these balances on a regular basis.
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See Note 2 of the accompanying consolidated financial statements for further details on allowance for credit loss on reinsurance assets. 75 Link to Table of Contents In addition, the securities, commodities, and cash in SILP’s investment portfolio are held with several prime brokers and derivative counterparties, subjecting SILP, and indirectly us, to a significant concentration of credit risk.
Removed
While we have no direct control over SILP, DME Advisors regularly monitors the concentration of credit risk with each counterparty and, if appropriate, transfers cash or securities between counterparties or requests collateral to diversify and mitigate this credit risk. Political Risk Through our assumed reinsurance contracts, we currently provide a limited amount of political risk insurance coverage.
Removed
We do not expect this exposure to have a materially adverse impact on our underwriting results.
Removed
We are exposed to political risk to the extent that we underwrite business from entities located in foreign markets and to the extent that DME Advisors, on behalf of SILP and subject to our investment guidelines, trades securities listed on various U.S. and foreign exchanges and markets.
Removed
The governments in any of these jurisdictions could impose restrictions, regulations, or other measures, which may have a material adverse impact on our underwriting operations and investment strategy. See “Item 1A. Risk Factors - We could face unanticipated losses from political instability, which could have a material adverse effect on our financial condition and results of operations.” ITEM 8.

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