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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

March 5, 2024
Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter) 
Cayman Islands001-33493N/A

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)
65 Market Street 
Suite 1207, Jasmine Court
P.O. Box 31110
Camana Bay
Grand Cayman
Cayman IslandsKY1-1205
(Address of principal executive offices)(Zip code)
(205) 291-3440
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary SharesGLRENasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition
 
On March 5, 2024, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
 
In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibit 99.1) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.Description of Exhibit
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 GREENLIGHT CAPITAL RE, LTD.
 (Registrant)
   
 By:/s/ Faramarz Romer              
 Name:Faramarz Romer
 Title:Chief Financial Officer
 Date:March 5, 2024


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GREENLIGHT RE ANNOUNCES FOURTH QUARTER AND YEAR-END 2023 FINANCIAL RESULTS

Achieves Record Underwriting Income of $32.0 million for Full Year 2023
GRAND CAYMAN, Cayman Islands – March 5, 2024 – Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its financial results for the fourth quarter and year-ended December 31, 2023.

Fourth Quarter 2023 Highlights (all comparisons are to fourth quarter 2022 unless noted otherwise):

•Gross premiums written decreased 11.8% to $112.3 million;
•Net premiums earned increased 23.4% to $137.4 million;
•Underwriting income of $11.8 million compared to $6.5 million;
•Net income of $17.6 million, or $0.50 per diluted ordinary share, compared to $34.8 million, or $0.91 per diluted ordinary share;
•Combined ratio of 91.4%, compared to 94.2%;
•Total investment income of $13.6 million, compared to $32.5 million; and
•Fully diluted book value per share increased $0.59, or 3.7%, to $16.74, from $16.15 at September 30, 2023.

Full Year 2023 Highlights (all comparisons are to full year 2022):

•Gross premiums written increased 13.1% to $636.8 million;
•Net premiums earned increased 24.2% to $583.1 million;
•Underwriting income of $32.0 million compared to an underwriting loss of $10.7 million;
•Net income of $86.8 million, or $2.50 per diluted ordinary share, compared to $25.3 million, or $0.73 per diluted ordinary share;
•Combined ratio of 94.5%, compared to 102.3%;
•Total investment income of $66.1 million, compared to $69.0 million; and
•Fully diluted book value per share increased $2.41, or 16.8%, to $16.74, from $14.33 at December 31, 2022.

Greg Richardson, Chief Executive Officer of Greenlight Re, stated, “The Company ended the year with robust growth in fully diluted book value per share, driven by strong performance on both sides of the balance sheet.”

David Einhorn, Chairman of the Board of Directors, said, “2023 was a milestone year for the company with solid returns on both our underwriting and investing activities. We successfully executed several executive management transitions and believe we are well positioned going into 2024.”




Fourth Quarter 2023 Results

Gross premiums written in the fourth quarter of 2023 were $112.3 million, compared to $127.4 million in the fourth quarter of 2022. The $15.1 million decrease, or 11.8%, was timing-related primarily due to premium adjustments recorded in the fourth quarter based on revised premium estimates and updated reporting received from cedents. Earned premiums increased by $26.1 million, or 23.4%, to $137.4 million as the growth in premiums written throughout 2023 continued to earn out.

The Company recognized net underwriting income of $11.8 million in the fourth quarter of 2023. By comparison, the equivalent period in 2022 recognized net underwriting income of $6.5 million. The combined ratio for the fourth quarter of 2023 was 91.4%, compared to 94.2% for the equivalent period in 2022. The current-year loss ratio improved by 3.8%, driven by improved pricing on the in-force underwriting book.

The Company’s total investment income during the fourth quarter of 2023 was $13.6 million. The Company’s investment in the Solasglas fund, managed by DME Advisors, returned 0.3%, representing net income of $0.9 million. The Company reported $12.7 million of other investment income, primarily from interest earned on its restricted cash and cash equivalents.

The Company reported foreign exchange gains $3.9 million during the fourth quarter of 2023, due primarily to the pound sterling strengthening.

The net income of $17.6 million contributed to the 3.7% increase in fully diluted book value per share for the quarter, which increased to $16.74 per share at December 31, 2023.

Full Year 2023 Results

Gross premiums written were $636.8 million for the year ended December 31, 2023, an increase of $73.6 million, or 13.1%, compared to the comparable 2022 period. The increase was across all three categories as Property, Casualty, and Specialty premiums written increased 32.8%, 8.0%, and 12.9%, respectively.

Net premiums earned were $583.1 million for the year ended December 31, 2023, an increase of $113.7 million, or 24.2%, compared to the equivalent 2022 period.

The Company reported an underwriting income for the year ended December 31, 2023, of $32.0 million, which equates to a combined ratio of 94.5%. The equivalent 2022 period incurred an underwriting loss of $10.7 million, representing a combined ratio of 102.3%. The underwriting income for the year ended December 31, 2023, was driven primarily by lower catastrophe losses and favorable pricing in 2023, partially offset by strengthened reserves relating to prior years. By comparison, the underwriting loss for the year ended December 31, 2022, included losses related to the Russian-Ukrainian conflict and various natural catastrophe events.

Total investment income for the year ended December 31, 2023, was $66.1 million, compared to $69.0 million during the equivalent 2022 period. The Company’s investment in the Solasglas fund generated income of $28.7 million for the year ended December 31, 2023, compared to $54.8 million during the equivalent 2022 period.

The Company reported foreign exchange gains of $11.6 million during the year ended December 31, 2023, due primarily to the pound sterling strengthening.



The net income of $86.8 million contributed to the 16.8% increase in fully diluted book value per share for the year, which increased to $16.74 per share at December 31, 2023.

The following table summarizes the components of our combined ratio.
Fourth Quarter
Full Year
Underwriting ratios
2023
2022
2023
2022
Loss ratio - current year54.7 %58.5 %59.8 %67.4 %
Loss ratio - prior year0.5 %(1.3)%1.9 %— %
Loss ratio55.2 %57.2 %61.7 %67.4 %
Acquisition cost ratio30.7 %33.3 %29.0 %30.5 %
Composite ratio85.9 %90.5 %90.7 %97.9 %
Underwriting expense ratio5.5 %3.7 %3.8 %4.4 %
Combined ratio91.4 %94.2 %94.5 %102.3 %
Greenlight Capital Re, Ltd. Fourth Quarter and Year-End 2023 Earnings Call

Greenlight Re will host a live conference call to discuss its financial results on Wednesday, March 6, 2024, at 9:00 a.m. Eastern Time. Dial-in details:
    
U.S. toll free             1-877-407-9753
International            1-201-493-6739

The conference call can also be accessed via webcast at:
https://event.webcasts.com/starthere.jsp?ei=1654363&tp_key=08652ad3de

A telephone replay will be available following the call through March 11, 2024.  The replay of the call may be accessed by dialing 1-877-660-6853 (U.S. toll free) or 1-201-612-7415 (international), access code 13744164. An audio file of the call will also be available on the Company’s website, www.greenlightre.com.
###

Non-GAAP Financial Measures
In presenting the Company’s results, management has included financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). Such measures, including basic book value per share, fully diluted book value per share, and net underwriting income (loss), are referred to as non-GAAP measures. These non-GAAP measures may be defined or calculated differently by other companies. Management believes these measures allow for a more thorough understanding of the underlying business. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies and should be used to monitor our results and should be considered in addition to, and not viewed as a substitute for those measures determined in accordance with GAAP. Reconciliations of such measures to the most comparable GAAP figures are included in the attached financial information in accordance with Regulation G.



Forward-Looking Statements
This news release contains forward-looking statements concerning Greenlight Capital Re, Ltd. and/or its subsidiaries (the “Company”) within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on the Company’s behalf. These risks and uncertainties include a downgrade or withdrawal of our A.M. Best ratings; any suspension or revocation of any of our licenses; losses from catastrophes; the loss of significant brokers; the performance of Solasglas Investments, LP; the carry values of our investments made under our Greenlight Re Innovations pillar may differ significantly from those that would be used if we carried these investments at fair value; and other factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 5, 2024, as those factors may be updated from time to time in our periodic and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as to the date of this release, whether as a result of new information, future events, or otherwise, except as provided by law.




About Greenlight Capital Re, Ltd.
Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its 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. The Company’s innovations unit, Greenlight Re Innovations, supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.

Investor Relations Contact
Karin Daly
Vice President, The Equity Group Inc.
(212) 836-9623
IR@greenlightre.ky


GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED BALANCE SHEETS
 
(expressed in thousands of U.S. dollars, except per share and share amounts)
December 31, 2023December 31, 2022
Assets
Investments
Investment in related party investment fund, at fair value$258,890 $178,197 
Other investments73,293 70,279 
Total investments332,183 248,476 
Cash and cash equivalents51,082 38,238 
Restricted cash and cash equivalents604,648 668,310 
Reinsurance balances receivable (net of allowance for expected credit losses)619,401 505,555 
Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses)25,687 13,239 
Deferred acquisition costs 79,956 82,391 
Unearned premiums ceded17,261 18,153 
Other assets5,089 6,019 
Total assets$1,735,307 $1,580,381 
Liabilities and equity
Liabilities
Loss and loss adjustment expense reserves$661,554 $555,468 
Unearned premium reserves306,310 307,820 
Reinsurance balances payable68,983 105,135 
Funds withheld17,289 21,907 
Other liabilities11,795 6,397 
Debt 73,281 80,534 
Total liabilities1,139,212 1,077,261 
Shareholders' equity
Ordinary share capital (par value $0.10; authorized, 125,000,000; issued and outstanding, 35,336,732 (2022: Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 28,569,346: Class B: 2022: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,715)$3,534 $3,482 
Additional paid-in capital484,532 478,439 
Retained earnings108,029 21,199 
Total shareholders' equity596,095 503,120 
Total liabilities and equity$1,735,307 $1,580,381 



GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED RESULTS OF OPERATIONS
(UNAUDITED)
 
(expressed in thousands of U.S. dollars, except percentages and per share amounts)
Three months ended December 31Year ended December 31
2023202220232022
Underwriting revenue
Gross premiums written$112,338 $127,359 $636,810 $563,171 
Gross premiums ceded(7,022)(11,456)(42,762)(33,429)
Net premiums written105,316 115,903 594,048 529,742 
Change in net unearned premium reserves32,129 (4,518)(10,901)(60,265)
Net premiums earned$137,445 $111,385 $583,147 $469,477 
Underwriting related expenses
Net loss and loss adjustment expenses incurred:
  Current year$75,228 $65,135 $348,798 $316,367 
  Prior year704 (1,440)11,206 118 
Net loss and loss adjustment expenses incurred75,932 63,696 360,004 316,485 
Acquisition costs42,175 37,047 168,877 143,148 
Underwriting expenses5,541 3,779 19,587 13,813 
Deposit interest expense2,042 344 2,687 6,717 
Net underwriting income (loss) (1)
$11,755 $6,519 $31,992 $(10,686)
Income from investment in SILP$905 $30,370 $28,696 $54,844 
Net investment income12,662 2,161 37,367 14,139 
Total investment income$13,567 $32,531 $66,063 $68,983 
Corporate expenses$9,833 $5,100 $23,653 $17,793 
Other (income) expense, net(4,473)(1,597)(17,872)11,777 
Interest expense2,367 790 5,344 4,201 
Income tax expense (benefit)(11)7 100 (816)
Net income$17,606 $34,750 $86,830 $25,342 
Earnings per share
Basic$0.52 $1.02 $2.55 $0.75 
Diluted$0.50 $0.91 $2.50 $0.73 

 







1 Net underwriting income (loss) is a non-GAAP financial measure. See “ Key Financial Measures and Non-GAAP Measures” below for discussion and reconciliation of non-GAAP financial measures.



The following tables present the Company’s net premiums earned and underwriting ratios by line of business: 


Three months ended December 31Three months ended December 31
20232022
PropertyCasualtyOtherTotalPropertyCasualtyOtherTotal
($ in thousands except percentage)
Net premiums earned$22,685$72,121$42,639$137,445$14,820$64,498$32,067$111,385
Underwriting ratios:
Loss ratio44.8 %71.6 %33.2 %55.2 %82.6 %70.9 %17.9 %57.2 %
Acquisition cost ratio19.3 28.5 40.4 30.7 21.3 30.1 45.1 33.3 
Composite ratio64.1 %100.1 %73.6 %85.9 %103.9 %101.0 %63.0 %90.5 %
Underwriting expense ratio5.5 3.7 
Combined ratio91.4 %94.2 %


Year ended December 31Year ended December 31
20232022
PropertyCasualtyOtherTotalPropertyCasualtyOtherTotal
($ in thousands except percentage)
Net premiums earned$86,539$331,196$165,412$583,147$52,397$289,820$127,260$469,477
Underwriting ratios:
Loss ratio72.0 %68.0 %43.8 %61.7 %78.0 %71.0 %55.0 %67.4 %
Acquisition cost ratio18.7 30.5 31.3 29.0 22.2 29.0 37.4 30.5 
Composite ratio90.7 %98.5 %75.1 %90.7 %100.2 %100.0 %92.4 %97.9 %
Underwriting expense ratio3.8 4.4 
Combined ratio94.5 %102.3 %


GREENLIGHT CAPITAL RE, LTD.
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. 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. 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.

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.

Fully Diluted Book Value Per Share

Our primary financial goal is to increase fully diluted book value per share over the long term. 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. 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. 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. 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. 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.

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.



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, 2023September 30, 2023June 30, 2023March 31, 2023December 31, 2022
Numerator for basic and fully diluted book value per share: 
Total equity as reported under U.S. GAAP$596,095 $575,865 $561,121 $510,041 $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 share35,336,732 35,337,407 35,272,013 35,262,678 34,824,061 
Add: In-the-money stock options and all outstanding RSUs
264,870 312,409 312,409 312,409 277,960 
Denominator for fully diluted book value per share 35,601,602 35,649,816 35,584,422 35,575,087 35,102,021 
Basic book value per share$16.87 $16.30 $15.91 $14.46 $14.45 
Fully diluted book value per share$16.74 $16.15 $15.77 $14.34 $14.33 

Net Underwriting Income (Loss)

One way that we evaluate the Company’s underwriting performance is by measuring net underwriting income (loss). We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations. We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance. Management also believes 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.

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. 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. 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. 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. 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.



The reconciliations of net underwriting income (loss) to income (loss) before income taxes (the most directly comparable U.S. GAAP financial measure) on a consolidated basis are shown below:

Three months ended December 31Year ended December 31
2023202220232022
($ in thousands)
Income (loss) before income tax$17,595 $34,757 $86,930 $24,526 
Add (subtract):
Total investment (income) loss(13,567)(32,531)(66,063)(68,983)
Other non-underwriting (income) expense(4,473)(1,597)(17,872)11,777 
Corporate expenses9,833 5,100 23,653 17,793 
Interest expense2,367 790 5,344 4,201 
Net underwriting income (loss)$11,755 $6,519 $31,992 $(10,686)


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Cover
Mar. 05, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 05, 2024
Entity Registrant Name GREENLIGHT CAPITAL RE, LTD.
Entity Incorporation, State or Country Code E9
Entity File Number 001-33493
Entity Address, Address Line One 65 Market Street
Entity Address, Address Line Two Suite 1207, Jasmine Court
Entity Address, City or Town Camana Bay
Entity Address, Country KY
Entity Address, Postal Zip Code KY1-1205
City Area Code 205
Local Phone Number 291-3440
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares
Trading Symbol GLRE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001385613
Amendment Flag false
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