Form 8-K - Current report

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

May 8, 2024

Date of report (Date of earliest event reported)

GREENLIGHT CAPITAL RE, LTD.

(Exact name of registrant as specified in charter)


Cayman Islands	001-33493	N/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 Islands		KY1-1205
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	GLRE	Nasdaq 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 May 8, 2024, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarter ended March 31, 2024. 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			Earnings press release, "GREENLIGHT RE ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS", dated May 8, 2024, issued by the Registrant.
104			Cover 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:			May 8, 2024

GREENLIGHT RE ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS

Strong Premium Growth of 16.5%, Leading to Net income of $27.0 million

GRAND CAYMAN, Cayman Islands – May 8, 2024 – Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its financial results for the first quarter ended March 31, 2024.

First Quarter 2024 Highlights (all comparisons are to first quarter 2023 unless noted otherwise):

•Gross premiums written increased 16.5% to $217.3 million;

•Net premiums earned increased 13.2% to $161.5 million;

•Underwriting income of $3.4 million, compared to $0.4 million;

•Net income of $27.0 million, or $0.78 per diluted ordinary share, compared to $5.9 million, or $0.17 per diluted ordinary share;

•Combined ratio of 98.0%, compared to 99.8%;

•Total investment income of $26.4 million, compared to $5.2 million; and

•Fully diluted book value per share increased $0.65, or 3.9%, to $17.39, from $16.74 at December 31, 2023.

Greg Richardson, Chief Executive Officer of Greenlight Re, stated, “Greenlight Re again delivered strong earnings during the first quarter of 2024, largely attributable to investment income, and marking our sixth consecutive quarter of underwriting profitability. I am pleased with our strategic growth and the underlying profitability of our underwriting portfolio despite the impact of Baltimore’s Francis Scott Key Bridge incident and modest prior year reserve development during the quarter.”

David Einhorn, Chairman of the Board of Directors, said, “The Solasglas fund generated a strong 5.2% return during the first quarter, with contributions from long positions and macro, while the short portfolio broke even. We found a number of promising new long investments during the quarter.”

First Quarter 2024 Results

Gross premiums written in the first quarter of 2024 were $217.3 million, compared to $186.5 million in the first quarter of 2023. The $30.8 million increase, or 16.5%, was primarily due to growth in specialty and casualty lines. Earned premiums increased by $18.9 million, or 13.2%, to $161.5 million as the growth in premiums written during 2023 continued to earn out.

The Company recognized net underwriting income of $3.4 million in the first quarter of 2024, compared to net underwriting income of $0.4 million during the equivalent period in 2023. The combined ratio for the first quarter of 2024 was 98.0%, compared to 99.8% for the equivalent period in 2023. The current-year catastrophe losses, including the Baltimore bridge incident, added 7.7% to the combined ratio during the first quarter of 2024.

The Company’s total investment income during the first quarter of 2024 was $26.4 million. The Company’s investment in the Solasglas fund, managed by DME Advisors, returned 5.2%, representing

net income of $18.2 million. The Company reported $8.1 million of other investment income, primarily from interest earned on its restricted cash and cash equivalents.

The net income of $27.0 million contributed to the 3.9% increase in fully diluted book value per share for the quarter, which increased to $17.39 per share at March 31, 2024 from $16.74 at December 31, 2023.

The following table summarizes the components of our combined ratio.


	First Quarter
Underwriting ratios	2024		2023
Loss ratio - current year	64.4	%	59.4	%
Loss ratio - prior year	3.3	%	8.4	%
Loss ratio	67.7	%	67.8	%
Acquisition cost ratio	25.8	%	29.1	%
Composite ratio	93.5	%	96.9	%
Underwriting expense ratio	4.5	%	2.9	%
Combined ratio	98.0	%	99.8	%

Greenlight Capital Re, Ltd. First Quarter 2024 Earnings Call

Greenlight Re will host a live conference call to discuss its financial results on Thursday, May 9, 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=1662004&tp_key=c528303df8

A telephone replay will be available following the call through May 14, 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 13745203. 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 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.

CONDENSED CONSOLIDATED BALANCE SHEETS

(expressed in thousands of U.S. dollars, except per share and share amounts)


	March 31, 2024		December 31, 2023
	(UNAUDITED)
Assets
Investments
Investment in related party investment fund, at fair value	$	307,138	$	258,890
Other investments	72,656		73,293
Total investments	379,794		332,183
Cash and cash equivalents	61,598		51,082
Restricted cash and cash equivalents	581,208		604,648
Reinsurance balances receivable (net of allowance for expected credit losses)	693,742		619,401
Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses)	44,765		25,687
Deferred acquisition costs	84,891		79,956
Unearned premiums ceded	25,202		17,261
Other assets	5,769		5,089
Total assets	$	1,876,969	$	1,735,307
Liabilities and equity
Liabilities
Loss and loss adjustment expense reserves	$	730,655	$	661,554
Unearned premium reserves	348,631		306,310
Reinsurance balances payable	71,640		68,983
Funds withheld	20,796		17,289
Other liabilities	8,323		11,795
Debt	72,466		73,281
Total liabilities	1,252,511		1,139,212

Shareholders' equity

Ordinary share capital (par value $0.10; issued and outstanding, 35,321,144 (2023: par value $0.10; issued and outstanding, 35,336,732)	$	3,532	$	3,534
Additional paid-in capital	485,878		484,532
Retained earnings	135,048		108,029
Total shareholders' equity	624,458		596,095
Total liabilities and equity	$	1,876,969	$	1,735,307

GREENLIGHT CAPITAL RE, LTD.

CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

(UNAUDITED)

(expressed in thousands of U.S. dollars, except percentages and per share amounts)


	Three months ended March 31
	2024			2023
Underwriting revenue
Gross premiums written	$	217,258		$	186,455
Gross premiums ceded	(23,181)			(11,212)
Net premiums written	194,077			175,243
Change in net unearned premium reserves	(32,541)			(32,594)
Net premiums earned	$	161,536		$	142,649
Underwriting related expenses
Net loss and loss adjustment expenses incurred:
Current year	$	103,925		$	84,687
Prior year	5,401			12,038
Net loss and loss adjustment expenses incurred	109,326			96,725
Acquisition costs	41,610			41,476
Underwriting expenses	6,339			3,939
Deposit interest expense	876			132
Net underwriting income (1)	$	3,385		$	377

Income (loss) from investment in Solasglas	$	18,248		$	(3,138)
Net investment income	8,143			8,378
Total investment income	$	26,391		$	5,240

Corporate expenses	$	4,375		$	5,997
Foreign exchange losses (gains)	1,649			(4,931)
Other income, net	(5,035)			(2,166)
Interest expense	1,249			776
Income tax expense	519			54
Net income	$	27,019		$	5,887

Earnings per share
Basic	$	0.79		$	0.17
Diluted	$	0.78		$	0.17

Underwriting ratios:
Loss ratio - current year	64.4		%	59.4		%
Loss ratio - prior year	3.3		%	8.4		%
Loss ratio	67.7		%	67.8		%
Acquisition cost ratio	25.8		%	29.1		%
Composite ratio	93.5		%	96.9		%
Underwriting expense ratio	4.5		%	2.9		%
Combined ratio	98.0		%	99.8		%

1 Net underwriting income 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 March 31								Three months ended March 31
	2024								2023
	Property		Casualty		Other		Total		Property		Casualty		Other		Total
	($ in thousands except percentage)
Net premiums earned	$23,357		$94,638		$43,541		$161,536		$18,743		$84,115		$39,791		$142,649
Underwriting ratios:
Loss ratio	51.3	%	63.4	%	85.7	%	67.7	%	93.4	%	73.1	%	45.6	%	67.8	%
Acquisition cost ratio	19.7		27.6		25.0		25.8		19.6		30.7		30.2		29.1
Composite ratio	71.0	%	91.0	%	110.7	%	93.5	%	113.0	%	103.8	%	75.8	%	96.9	%
Underwriting expense ratio							4.5								2.9
Combined ratio							98.0	%							99.8	%

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 news release 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. Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options (assuming net exercise) 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):


	March 31, 2024		December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023

Numerator for basic and fully diluted book value per share:
Total equity as reported under U.S. GAAP	$	624,458	$	596,095	$	575,865	$	561,121	$	510,041


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	35,321,144		35,336,732		35,337,407		35,272,013		35,262,678
Add: In-the-money stock options (1) and all outstanding RSUs	585,334		264,870		312,409		312,409		312,409
Denominator for fully diluted book value per share	35,906,478		35,601,602		35,649,816		35,584,422		35,575,087

Basic book value per share	$	17.68	$	16.87	$	16.30	$	15.91	$	14.46



Fully diluted book value per share	$	17.39	$	16.74	$	16.15	$	15.77	$	14.34

(1) Assuming net exercise by the grantee.

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 March 31
		2024		2023
		($ in thousands)
Income before income tax		$	27,538	$	5,941
Add (subtract):
Total investment income		(26,391)		(5,240)
Foreign exchange losses (gains)		1,649		(4,931)
Other non-underwriting income		(5,035)		(2,166)
Corporate expenses		4,375		5,997
Interest expense		1,249		776
Net underwriting income		$	3,385	$	377

Cover	May 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 08, 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