GREENLIGHT CAPITAL RE, LTD.
For the period ended Mar 31, 2025. Filed May 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 7, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2025 (unaudited) and December 31, 2024
(expressed in thousands of U.S. dollars, except per share and share amounts)
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Investments | ||
| Investment in related party investment fund, at fair value | $435,341 | $387,144 |
| Other investments | 73,266 | 73,160 |
| Total investments | 508,607 | 460,304 |
| Cash and cash equivalents | 47,477 | 64,685 |
| Restricted cash and cash equivalents | 595,282 | 584,402 |
| Reinsurance balances receivable (see Note 15) | 768,711 | 704,483 |
| Loss and loss adjustment expenses recoverable (see Note 8) | 87,963 | 85,790 |
| Deferred acquisition costs | 96,759 | 82,249 |
| Unearned premiums ceded | 38,895 | 29,545 |
| Other assets | 8,402 | 4,765 |
| Total assets | $2,152,096 | $2,016,223 |
| Liabilities and equity | ||
| Liabilities | ||
| Loss and loss adjustment expense reserves | $916,600 | $860,969 |
| Unearned premium reserves | 384,311 | 324,551 |
| Reinsurance balances payable | 93,730 | 105,892 |
| Funds withheld | 21,825 | 21,878 |
| Other liabilities | 8,992 | 6,305 |
| Debt | 59,834 | 60,749 |
| Total liabilities | 1,485,292 | 1,380,344 |
| Commitments and Contingencies (Note 15) | ||
| Shareholders' equity | ||
| Preferred share capital (par value $0.10; none issued) | — | — |
| Ordinary share capital (par value $0.10; issued and outstanding, 34,557,449) (2024: par value $0.10; issued and outstanding, 34,831,324) | 3,456 | 3,483 |
| Additional paid-in capital | 482,876 | 481,551 |
| Retained earnings | 180,472 | 150,845 |
| Total shareholders' equity | 666,804 | 635,879 |
| Total liabilities and equity | $2,152,096 | $2,016,223 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(expressed in thousands of U.S. dollars, except per share and share amounts)
| 2025 | 2024 | |
|---|---|---|
| Revenues | ||
| Gross premiums written | $247,945 | $217,258 |
| Gross premiums ceded | (28,548) | (23,181) |
| Net premiums written | 219,397 | 194,077 |
| Change in net unearned premium reserves | (50,934) | (32,541) |
| Net premiums earned | 168,463 | 161,536 |
| Income from investment in related party investment fund (net of related party expenses - Note 3) | 32,197 | 18,248 |
| Net investment income | 8,287 | 13,178 |
| Foreign exchange gains (losses) | 4,355 | (1,649) |
| Total revenues | 213,302 | 191,313 |
| Expenses | ||
| Net loss and loss adjustment expenses incurred | 122,884 | 109,326 |
| Acquisition costs | 46,866 | 41,610 |
| Underwriting expenses | 6,358 | 6,339 |
| Corporate and other expenses | 4,672 | 4,375 |
| Deposit interest expense | 149 | 876 |
| Interest expense | 1,464 | 1,249 |
| Total expenses | 182,393 | 163,775 |
| Income before income tax | 30,909 | 27,538 |
| Income tax expense | (1,282) | (519) |
| Net income | $29,627 | $27,019 |
| Earnings per share ("EPS"): | ||
| Basic | $0.87 | $0.79 |
| Diluted | $0.86 | $0.78 |
| Weighted average number of ordinary shares used in the determination of EPS: | ||
| Basic | 33,949,967 | 34,272,230 |
| Diluted | 34,418,262 | 34,653,381 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(expressed in thousands of U.S. dollars)
| 2025 | 2024 | |
|---|---|---|
| Ordinary share capital | ||
| Balance - beginning of period | $3,483 | $3,534 |
| Forfeited shares, net of issued shares | (27) | (2) |
| Balance - end of period | 3,456 | 3,532 |
| Additional paid-in capital | ||
| Balance - beginning of period | 481,551 | 484,532 |
| Share-based compensation expense | 1,325 | 1,346 |
| Balance - end of period | 482,876 | 485,878 |
| Retained earnings | ||
| Balance - beginning of period | 150,845 | 108,029 |
| Net income | 29,627 | 27,019 |
| Balance - end of period | 180,472 | 135,048 |
| Total shareholders' equity | $666,804 | $624,458 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in thousands of U.S. dollars)
| Three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities | ||
| Net income | $29,627 | $27,019 |
| Adjustments to reconcile net income or loss to net cash provided by operating activities: | ||
| Income from investments in related party investment fund | (32,197) | (18,248) |
| Net realized and unrealized losses (gains) on other investments | (111) | 413 |
| Net realized and unrealized losses (gains) on derivatives | 64 | (472) |
| Share-based compensation expense | 1,298 | 1,344 |
| Accretion of debt offering costs, net of change in interest accruals | 23 | 123 |
| Net change in: | ||
| Reinsurance balances receivable | (64,228) | (74,341) |
| Loss and loss adjustment expenses recoverable | (2,173) | (19,078) |
| Deferred acquisition costs | (14,510) | (4,935) |
| Unearned premiums ceded | (9,350) | (7,941) |
| Loss and loss adjustment expense reserves | 55,631 | 69,101 |
| Unearned premium reserves | 59,760 | 42,321 |
| Reinsurance balances payable | (12,162) | 2,657 |
| Funds withheld | (53) | 3,507 |
| Other items, net | (1,240) | (3,510) |
| Net cash provided by operating activities | 10,379 | 17,960 |
| Cash flows from investing activities | ||
| Proceeds from redemptions of investment in Solasglas | 14,000 | — |
| Contributions to investment in Solasglas | (30,000) | (30,000) |
| Proceeds on disposal of other investments | 5 | 168 |
| Net cash used in investing activities | (15,995) | (29,832) |
| Cash flows from financing activities | ||
| Repayment of Term Loans | (938) | (938) |
| Net cash used in financing activities | (938) | (938) |
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | 226 | (114) |
| Decrease in cash, cash equivalents and restricted cash | (6,328) | (12,924) |
| Cash, cash equivalents and restricted cash at beginning of the period | 649,087 | 655,730 |
| Cash, cash equivalents and restricted cash at end of the period | $642,759 | $642,806 |
| Supplementary information | ||
| Interest paid in cash | $1,362 | $1,724 |
| Income tax paid (refund received) in cash | (9) | — |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
- ORGANIZATION AND BASIS OF PRESENTATION
Organization
Greenlight Capital Re, Ltd. (“GLRE” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. The Company is a global specialty property and casualty reinsurer headquartered in the Cayman Islands. The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”
Basis of Presentation
These unaudited condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the U.S. Securities and Exchange Commission’s (“SEC”) instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s 2024 Form 10-K. The financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries and all significant intercompany transactions and balances have been eliminated on consolidation.
In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of and for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year.
Tabular dollars are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.
Reclassifications
The following amounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current condensed consolidated financial statements:
The Company has reported separately “Underwriting expenses” from “Corporate and other expenses” in the condensed consolidated statements of operations, which were previously combined and reported as “General and administrative expenses”. This resulted in no change to the previously reported total expenses or net income.
The Company has reclassified investment-related income from Lloyd’s syndicates, which was previously presented in the condensed consolidated statements of operations under the caption “Other income, net”, to “Net investment income”. This resulted in no change to the previously reported total revenues or net income.
- SIGNIFICANT ACCOUNTING POLICIES
There were no material changes to the Company’s significant accounting policies subsequent to its 2024 Form 10-K.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, FASB issued ASU 2023-09, Income Taxes Topic (740) - Improvements to Income Tax Disclosures, which provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. While early adoption is permitted, a public company should apply the amendments prospectively. This ASU is effective for the Company’s 2025 year-end financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU 2024-03 requires more detailed disclosures about the type of expenses (including purchases of inventory, employee compensation, and depreciation / amortization) in commonly presented expense captions in the consolidated income statements (e.g. cost of sales, general and administrative expenses, and research and development). ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027. Early adoption is permitted.
The Company is currently evaluating the disclosure impact of the above new ASUs.
- INVESTMENT IN RELATED PARTY INVESTMENT FUND
The Company’s maximum exposure to loss relating to Solasglas Investments, LP (“Solasglas”) is limited to GLRE's share of Partners’ capital in Solasglas. At March 31, 2025, GLRE’s share of Partners’ capital in Solasglas was $435.3 million (December 31, 2024: $387.1 million), representing 77.8% (December 31, 2024:77.9%) of Solasglas’ total net assets. DME Advisors II, LLC held the remaining 22.2% (December 31, 2024:22.1%) of Solasglas’ total net assets.
The Company’s share of the net increase in Partner’s capital for the three months ended March 31, 2025 was $32.2 million (three months ended March 31, 2024: a net increase of $18.2 million), as shown in the caption “Income (loss) from investment in related party investment fund” in the Company’s condensed consolidated statements of operations.
The summarized financial statements of Solasglas are presented below.
Summarized Statements of Financial Condition of Solasglas Investments, LP
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Investments, at fair value | $526,047 | $504,828 |
| Derivative contracts, at fair value | 35,843 | 8,925 |
| Due from brokers | 264,229 | 188,296 |
| Cash and cash equivalents | 27,375 | 40,354 |
| Interest and dividends receivable | 294 | 1,536 |
| Total assets | 853,788 | 743,939 |
| Liabilities and partners’ capital | ||
| Liabilities | ||
| Investments sold short, at fair value | (287,314) | (234,977) |
| Derivative contracts, at fair value | (3,498) | (4,452) |
| Capital withdrawals payable | — | (4,000) |
| Due to brokers | (1,429) | — |
| Interest and dividends payable | (1,468) | (3,218) |
| Accrued expenses and other liabilities | (404) | (180) |
| Total liabilities | (294,113) | (246,827) |
| Partners' capital | $559,675 | $497,112 |
| GLRE’s share of Partners' capital | $435,341 | $387,144 |
Summarized Statements of Operations of Solasglas Investments, LP
| 2025 | 2024 | |
|---|---|---|
| Investment income | ||
| Dividend income (net of withholding taxes) | $1,490 | $831 |
| Interest income | 3,627 | 4,352 |
| Total Investment income | 5,117 | 5,183 |
| Expenses | ||
| Management fee | (1,730) | (1,323) |
| Interest | (1,701) | (1,334) |
| Dividends | (761) | (704) |
| Research and operating | (485) | (324) |
| Total expenses | (4,677) | (3,685) |
| Net investment income | 440 | 1,498 |
| Realized and change in unrealized gains (losses) | ||
| Net realized gain (loss) | 19,105 | 42,945 |
| Net change in unrealized appreciation (depreciation) | 27,018 | (16,245) |
| Net gain on investment transactions | 46,123 | 26,700 |
| Net increase in Partners' capital (1) | $46,563 | $28,198 |
| GLRE’s share of the increase in Partners' capital | $32,197 | $18,248 |
(1) The net increase in Partners’ capital is net of management fees and performance allocation presented below:
| 2025 | 2024 | |
|---|---|---|
| Management fees | $1,730 | $1,323 |
| Performance allocation | 3,578 | 2,028 |
| Total | $5,308 | $3,351 |
- OTHER INVESTMENTS
At March 31, 2025, the breakdown of the Company’s other investments was as follows:
| Cost | Unrealizedgains | Unrealizedlosses | Accrued interest | Fair value / carrying value | |
|---|---|---|---|---|---|
| Private investments and unlisted equities | $28,111 | $51,559 | $(7,697) | $— | $71,973 |
| Debt and convertible debt securities | 2,713 | — | (1,510) | 90 | 1,293 |
| Total other investments | $30,824 | $51,559 | $(9,207) | $90 | $73,266 |
At December 31, 2024, the breakdown of the Company’s other investments was as follows:
| Cost | Unrealizedgains | Unrealizedlosses | Accrued interest | Fair value / carrying value | |
|---|---|---|---|---|---|
| Private investments and unlisted equities | $28,111 | $51,076 | $(7,320) | $— | $71,867 |
| Debt and convertible debt securities | 2,713 | — | (1,510) | 90 | 1,293 |
| Total other investments | $30,824 | $51,076 | $(8,830) | $90 | $73,160 |
The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at March 31, 2025 and 2024, and the related adjustments recorded during the periods then ended.
| 2025 | 2024 | |
|---|---|---|
| Carrying value (1) | $71,973 | $71,577 |
| Upward carrying value changes (2) | $483 | $419 |
| Downward carrying value changes and impairment (3) | $(377) | $(114) |
(1) The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes.
(2)The cumulative upward carrying value changes from inception to March 31, 2025, totaled $54.0 million.
(3) The cumulative downward carrying value changes and impairments from inception to March 31, 2025, totaled $10.1 million.
Net investment income
The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “Net investment income” in the condensed consolidated statements of operations (see Note 13):
| 2025 | 2024 | |
|---|---|---|
| Gross realized gains | $5 | $— |
| Gross realized losses | — | (1,332) |
| Net realized gains (losses) | $5 | $(1,332) |
| Change in unrealized gains | 106 | 919 |
| Net realized and unrealized gains (losses) on other investments | $111 | $(413) |
- RESTRICTED CASH AND CASH EQUIVALENTS
The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the condensed consolidated statements of cash flows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Restricted cash and cash equivalents: | ||
| Cash securing trust accounts | $260,210 | $256,796 |
| Cash securing letters of credit issued | 319,316 | 312,855 |
| Cash securing Loan Facility | 10,000 | 10,000 |
| Other | 5,756 | 4,751 |
| Total restricted cash and cash equivalents | 595,282 | 584,402 |
| Cash and cash equivalents | 47,477 | 64,685 |
| Total cash, cash equivalents, and restricted cash | $642,759 | $649,087 |
- FAIR VALUE MEASUREMENTS
Assets measured at fair value on a nonrecurring basis
At March 31, 2025, the Company held $64.3 million (December 31, 2024: $63.4 million) of private investments and unlisted equities measured at fair value on a nonrecurring basis. At March 31, 2025, the Company held $7.6 million (December 31, 2024: $8.5 million) of private investments and unlisted equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy.
The following table summarizes the periods between the most recent fair value measurement dates and March 31, 2025, for the private and unlisted equities measured at fair value on a nonrecurring basis:
| Less than 6 months | 6 to 12 months | Over 1 year | Total | |
|---|---|---|---|---|
| Fair values measured on a nonrecurring basis | $15,066 | $9,535 | $39,747 | $64,348 |
Assets measured at fair value on a recurring basis
Derivative financial instruments
The Company uses interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9). The interest rate swaps are carried at fair value and are determined using a market approach valuation technique based on significant observable market inputs from third-party pricing vendors. Accordingly, the interest rates swaps are classified as Level 2 within the fair value hierarchy. These derivative instruments are not designated as accounting hedges under U.S. GAAP.
For the three months ended March 31, 2025 and 2024 , the Company recognized an unrealized loss for the above derivatives of $0.1 million and an unrealized gain of $0.5 million, respectively, which is included in interest expense in the condensed consolidated statements of operations.
Financial Instruments Disclosed, But Not Carried, at Fair Value
At March 31, 2025, the carrying value of debt and convertible debt securities within “Other Investments” (see Note 4) and the Term Loans approximates their fair values. The Company classifies these financial instruments as Level 2 within the fair value hierarchy.
- LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The Company’s loss and loss adjustment expense (“LAE”) reserves were composed of the following:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Case reserves | $230,182 | $230,633 |
| IBNR | 686,418 | 630,336 |
| Total | $916,600 | $860,969 |
Reserve Roll-forward
The following provides a summary of changes in outstanding loss and LAE reserves for all lines of business:
| Consolidated | Three months ended March 31 | |
|---|---|---|
| 2025 | 2024 | |
| Gross balance at January 1 | $860,969 | $661,554 |
| Less: Losses recoverable | (85,790) | (25,687) |
| Net balance at January 1 | 775,179 | 635,867 |
| Incurred losses related to: | ||
| Current year | 118,666 | 103,925 |
| Prior years | 4,218 | 5,401 |
| Total incurred | 122,884 | 109,326 |
| Paid losses related to: | ||
| Current year | (6,352) | (3,525) |
| Prior years | (75,203) | (53,343) |
| Total paid | (81,555) | (56,868) |
| Foreign exchange and translation adjustment | 12,129 | (2,435) |
| Net balance at March 31 | 828,637 | 685,890 |
| Add: Losses recoverable (see Note 8) | 87,963 | 44,765 |
| Gross balance at March 31 | $916,600 | $730,655 |
Estimates for Catastrophe Events
At March 31, 2025, the Company’s net reserves for losses and LAE include estimated amounts for catastrophe and weather-related events (the “CAT losses”). The magnitude and volume of losses arising from these events is inherently uncertain, and, consequently, actual losses for these events may ultimately differ, potentially materially, from current estimates.
CAT events in 2025
During the three months ended March 31, 2025, the Company incurred CAT losses of $27.0 million relating to the California wildfires.
CAT events in 2024
During the three months ended March 31, 2024, the Company incurred CAT losses of $12.4 million driven mainly by the Baltimore Bridge collapse.
Prior Year Reserve Development
The Company’s net favorable (adverse) prior year development arises from changes to estimates for losses and LAE related to loss events that occurred in previous calendar years. The following table presents net prior year reserve development by segment and consolidated:
| Favorable (Adverse) | |||||
|---|---|---|---|---|---|
| Open Market | Innovations | Total Segments | Corporate | Total Consolidated | |
| Three months ended March 31, 2025 | $(4,896) | $567 | $(4,329) | $111 | $(4,218) |
| Three months ended March 31, 2024 | $(1,473) | $1 | $(1,472) | $(3,929) | $(5,401) |
Open Market Segment:
The net adverse reserve development for the three months ended March 31, 2025 was composed of $23.2 million of reserve strengthening predominantly on the casualty line (various underwriting years) due to current economic and social inflation trends. This was partially offset by $18.3 million of favorable reserve development on property (mostly 2024 underwriting year) and specialty lines (mostly 2022-2024 underwriting years) due to better than expected loss emergence.
The net adverse reserve development for the three months ended March 31, 2024 was composed of $4.1 million of reserve strengthening predominantly on the casualty line (2015-2017 underwriting years) and specialty line (2022-2023 underwriting years) due to current economic and social inflation trends. This was partially offset by $2.7 million of favorable reserve development predominantly on multiline business (various underwriting years) due to better than expected loss emergence.
Innovations Segment:
The net favorable reserve development for the three months ended March 31, 2025 was due to better than expected loss emergence on multiline and specialty lines (2022-2023 underwriting years).
Corporate - Runoff Business:
Corporate represents the Innovations related property runoff business. The favorable (adverse) prior year reserve development for the above periods relate to CAT losses driven by the U.S. tornados (2021-2023 underwriting years).
- RETROCESSION
The following table provides a breakdown of ceded reinsurance:
| 2025 | 2024 | |
|---|---|---|
| Gross ceded premiums | $28,548 | $23,181 |
| Earned ceded premiums | $19,292 | $15,242 |
| Loss and loss adjustment expenses ceded | $6,656 | $23,076 |
Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company.
The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:
| March 31, 2025 · December 31, 2024 | |||||
|---|---|---|---|---|---|
| Gross · Net of Collateral(1) · Gross · Net of Collateral(1) | |||||
| A- or better by A.M. Best | $84,122 | $66,730 | $82,181 | $63,979 | |
| Not rated | 4,341 | 1,128 | 4,109 | 2,027 | |
| Total before provision | 88,463 | $67,858 | $86,290 | $66,006 | |
| Provision for credit losses | (500) | (500) | |||
| Total loss and loss adjustment expenses recoverable, net | $87,963 | $85,790 | |||
(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.
At March 31, 2025, we had 3 reinsurers (December 31, 2024: 3) that accounted for 10% or more of the total loss and loss adjustment expenses recoverable, net of the credit loss provision, for an aggregate gross amount of $49.6 million (December 31, 2024: $49.5 million).
- DEBT AND CREDIT FACILITIES
Debt Obligations
The following table summarizes the Company’s outstanding debt obligations.
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Term loans | $59,375 | $60,313 |
| Accrued interest payable | 877 | 923 |
| Less: deferred financing costs | (418) | (487) |
| Total debt | $59,834 | $60,749 |
During the three months ended March 31, 2025, the Company partially repaid $0.9 million of the outstanding Term loans.
Credit Facilities
At March 31, 2025, the Company had the following letter of credit (“LC”) facilities:
| Capacity | LCs issued | Termination Date | |
|---|---|---|---|
| Citibank | $275,000 | $203,136 | December 19, 2025 |
| CIBC | 200,000 | 116,047 | December 31, 2025 |
| HSBC | $100,000 | $— | December 17, 2025 |
| $575,000 | $319,183 |
The above LCs issued are cash collateralized (see Note 5). The LC facilities are subject to various customary affirmative, negative and financial covenants. At March 31, 2025, the Company was in compliance with all LC facilities covenants.
- SHARE CAPITAL
Ordinary Shares
The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $0.10 per share.
The following table is a summary of changes in ordinary shares issued and outstanding for the three months ended March 31, 2025 and 2024:
| 2025 | 2024 | |
|---|---|---|
| Balance – beginning of period | 34,831,324 | 35,336,732 |
| Issue of shares for vested RSUs (see Note 11) | 100,793 | 74,357 |
| Forfeiture of restricted shares (see Note 11) | (374,668) | (89,945) |
| Balance – end of period | 34,557,449 | 35,321,144 |
Share Repurchase Plan
On May 2, 2025, the Board of Directors re-approved the share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $25.0 million of ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. Any shares repurchased are canceled immediately upon repurchase. For the three months ended March 31, 2025 and 2024, there was no repurchase of ordinary shares.
Preferred Shares
The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $0.10 each. At March 31, 2025, the Company has no issued and outstanding preferred shares.
- SHARE-BASED COMPENSATION
Refer to Note 11 of the Company’s audited consolidated financial statements of its 2024 Form 10-K for a summary of the Company’s 2023 Incentive Plan, including the definition of performance-based and service-based stock awards.
Employee and Director Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”) during the three months ended March 31, 2025 and 2024:
| Performance Restricted Shares | Service Restricted Shares | |||
|---|---|---|---|---|
| Number ofnon-vestedrestricted shares | Weighted averagegrant datefair value | Number ofnon-vestedrestricted shares | Weighted averagegrant datefair value | |
| Balance at December 31, 2023 | 1,042,688 | $9.94 | 419,604 | $9.18 |
| Granted | — | — | — | — |
| Vested | — | — | (217,522) | 8.78 |
| Forfeited | (89,945) | 10.84 | — | — |
| Balance at March 31, 2024 | 952,743 | $9.86 | 202,082 | $9.61 |
| Balance at December 31, 2024 | 944,587 | $9.87 | 191,556 | $9.96 |
| Granted | — | — | — | — |
| Vested | (222,532) | 9.65 | (75,667) | 8.08 |
| Forfeited | (372,966) | 9.08 | (1,702) | 9.85 |
| Balance at March 31, 2025 | 349,089 | $10.87 | 114,187 | $11.20 |
At March 31, 2025,2,931,783 (December 31, 2024:2,834,519) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.
For the three months ended March 31, 2025, the total fair value of Performance and Service RSs vested was $4.2 million, respectively (2024: $1.9 million, respectively).
Employee Restricted Stock Units
The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the three months ended March 31, 2025 and 2024:
| Performance RSUs | Service RSUs | |||
|---|---|---|---|---|
| Number ofnon-vestedRSUs | Weighted averagegrant datefair value | Number ofnon-vestedRSUs | Weighted averagegrant datefair value | |
| Balance at December 31, 2023 | 154,445 | $8.03 | 110,425 | $8.78 |
| Granted | 258,148 | 11.85 | 124,425 | 11.85 |
| Vested | — | — | (74,357) | 8.84 |
| Forfeited | — | — | — | — |
| Balance at March 31, 2024 | 412,593 | $10.42 | 160,493 | $11.14 |
| Balance at December 31, 2024 | 403,526 | $10.43 | 149,834 | $11.14 |
| Granted | 185,551 | 13.16 | 149,435 | 13.16 |
| Vested | (38,752) | 6.82 | (62,041) | 10.46 |
| Forfeited | (54,048) | 7.06 | (3,534) | 11.85 |
| Balance at March 31, 2025 | 496,277 | $12.10 | 233,694 | $12.60 |
For the awards granted during the three months ended March 31, 2025, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs will cliff vest at the end of athree-year performance period within a range of 0% and 200% of the awarded Performance RSUs, with a target of 100%.
For the three months ended March 31, 2025, the total fair value of Performance and Service RSUs vested was $1.4 million, (2024: $0.7 million).
Stock Compensation Expense
For the three months ended March 31, 2025, the Company recorded $1.3 million (2024: $1.3 million) of total stock compensation expense (net of forfeitures), respectively. The stock compensation expense is included in “General and administrative expenses” in the condensed consolidated statements of operations. Forfeiture recoveries were immaterial for both periods.
- EARNINGS PER SHARE
The following table reconciles net income and weighted average shares used in computing basic and diluted EPS for the three months ended March 31, 2025 and 2024:
| 2025 | 2024 | |
|---|---|---|
| Numerator for EPS: | ||
| Net income - basic | $29,627 | $27,019 |
| Net income - diluted | $29,627 | $27,019 |
| Denominator for EPS: | ||
| Weighted average shares outstanding - basic | 33,949,967 | 34,272,230 |
| Effect of dilutive employee and director share-based awards | 468,295 | 381,151 |
| Weighted average shares outstanding - diluted | 34,418,262 | 34,653,381 |
| Anti-dilutive stock options outstanding | 620,319 | 902,140 |
| EPS: | ||
| Basic | $0.87 | $0.79 |
| Diluted | $0.86 | $0.78 |
- NET INVESTMENT INCOME
The following table provides a breakdown of net investment income:
| 2025 | 2024 | |
|---|---|---|
| Interest and dividend income, net of withholding taxes and other expenses | $6,635 | $8,556 |
| Investment income from Lloyd's syndicates | 1,541 | 5,035 |
| Net realized and unrealized gains (losses) on other investments (see Note 4) | 111 | (413) |
| Net investment income | 8,287 | 13,178 |
| Share of Solasglas' net income (see Note 3) | 32,197 | 18,248 |
| Total investment income | $40,484 | $31,426 |
- RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
There has been no change to the Company’s investment advisory agreement with Solasglas as described in its 2024 Form 10-K. Refer to Note 3 for a breakdown of management fees and performance fees for the three months ended March 31, 2025 and 2024.
Green Brick Partners, Inc.
David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At March 31, 2025, Solasglas, along with certain affiliates of DME Advisors, collectively owned 23.2% of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At March 31, 2025, Solasglas held 0.8 million shares of GRBK.
Service Agreement
The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation offive thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.
Collateral Assets Investment Management Agreement
Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
- COMMITMENTS AND CONTINGENCIES
a) Concentration of Credit Risk
Cash and cash equivalents
The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.
Investments
The Company’s credit risk exposure to private debt and convertible debt securities within its “Other investments” are immaterial (see Note 4).
Reinsurance balances receivable, net
The following table shows the breakdown of reinsurance balances receivable:
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Premiums receivable | $285,039 | 37.1% | $253,627 | 36.0% |
| Funds withheld: | ||||
| Funds held by cedants | 55,112 | 7.2% | 58,183 | 8.3% |
| Premiums held by Lloyds' syndicates | 314,605 | 40.9% | 278,265 | 39.5% |
| Funds at Lloyd’s | 113,324 | 14.7% | 113,324 | 16.1% |
| Profit commission receivable | 1,650 | 0.2% | 2,103 | 0.3% |
| Total before provision | 769,730 | 100.1% | 705,502 | 100.2% |
| Provision for expected credit losses | (1,019) | (0.1)% | (1,019) | (0.1)% |
| Reinsurance balances receivable, net | $768,711 | 100.0% | $704,483 | 100.1% |
The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456. Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best, as revised in August 2024.
Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf. The Company monitors its concentration of credit risks from brokers. The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents. Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.
Loss and loss adjustment expenses recoverable, net
The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 8 for analysis of concentration of credit risk relating to retrocessionaires.
b) Lease Obligations
There was no material change to the Company’s operating lease agreements subsequent to its 2024 Form 10-K.
c) Litigation
From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.
- SEGMENT REPORTING
The Company hastwo operating segments: Open Market and Innovations.
Open Market
In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s. The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline, Property and Specialty.
Innovations
In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners (see Note 4). This segment also includes business written by Syndicate 3456. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline and Specialty.
The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer. The CODM reviews the financial performance of the reportable segment to assess the achievement of strategic initiatives, the efficiency of the deployed capital, and how to allocate resources to the reportable segments based on the segment’s financial performance.
The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the current reportable segments.
| Three months ended March 31, 2025: · Open Market · Innovations · Corporate · Total Consolidated | ||||||
|---|---|---|---|---|---|---|
| Gross premiums written | $220,709 | $27,466 | $(230) | $247,945 | ||
| Net premiums written | $195,609 | $23,971 | $(183) | $219,397 | ||
| Net premiums earned | $149,641 | $19,005 | $(183) | $168,463 | ||
| Net loss and LAE incurred | (112,763) | (10,346) | 225 | (122,884) | ||
| Acquisition costs | (40,881) | (6,033) | 48 | (46,866) | ||
| Other underwriting expenses | (4,797) | (1,561) | — | (6,358) | ||
| Deposit interest expense, net | (149) | — | — | (149) | ||
| Underwriting income (loss) | (8,949) | 1,065 | 90 | (7,794) | ||
| Reconciliation to income before income taxes: | ||||||
| Net investment income | 5,771 | 448 | 2,068 | 8,287 | ||
| Corporate and other expenses | — | (572) | (4,100) | (4,672) | ||
| Income from investment in Solasglas | 32,197 | 32,197 | ||||
| Foreign exchange gains (losses) | 4,355 | 4,355 | ||||
| Interest expense | (1,464) | (1,464) | ||||
| Income (loss) before income taxes | $(3,178) | $941 | $33,146 | $30,909 | ||
| Additional information: | ||||||
| Net loss and LAE incurred: | ||||||
| Attritional losses | $(80,852) | $(10,913) | $114 | $(91,651) | ||
| CAT losses | (27,015) | — | — | (27,015) | ||
| Prior year adverse (favorable) loss development | (4,896) | 567 | 111 | (4,218) | ||
| Total net loss and LAE incurred | $(112,763) | $(10,346) | $225 | $(122,884) | ||
| Total allocated assets (1) | $459,549 | $145,402 | $1,547,145 | $2,152,096 | ||
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
| Three months ended March 31, 2024: · Open Market · Innovations · Corporate · Total Consolidated | ||||||
|---|---|---|---|---|---|---|
| Gross premiums written | $187,061 | $30,068 | $129 | $217,258 | ||
| Net premiums written | $167,716 | $26,244 | $117 | $194,077 | ||
| Net premiums earned | $131,610 | $20,197 | $9,729 | $161,536 | ||
| Net loss and LAE incurred | (86,700) | (13,127) | (9,499) | (109,326) | ||
| Acquisition costs | (33,579) | (6,053) | (1,978) | (41,610) | ||
| Other underwriting expenses | (5,478) | (861) | — | (6,339) | ||
| Deposit interest expense, net | (876) | — | — | (876) | ||
| Underwriting income (loss) | 4,977 | 156 | (1,748) | 3,385 | ||
| Reconciliation to income before income taxes: | ||||||
| Net investment income | 12,616 | (183) | 745 | 13,178 | ||
| Corporate and other expenses | — | (590) | (3,785) | (4,375) | ||
| Income from investment in Solasglas | 18,248 | 18,248 | ||||
| Foreign exchange gains (losses) | (1,649) | (1,649) | ||||
| Interest expense | (1,249) | (1,249) | ||||
| Income (loss) before income taxes | $17,593 | $(617) | $10,562 | $27,538 | ||
| Additional information: | ||||||
| Net loss and LAE incurred: | ||||||
| Attritional losses | $(72,790) | $(13,128) | $(5,570) | $(91,488) | ||
| CAT losses | (12,437) | — | — | (12,437) | ||
| Prior year adverse (favorable) loss development | (1,473) | 1 | (3,929) | (5,401) | ||
| Total net loss and LAE incurred | $(86,700) | $(13,127) | $(9,499) | $(109,326) | ||
| Total allocated assets (1) | $479,820 | $92,939 | $1,304,210 | $1,876,969 | ||
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.