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8-K - 8-K Q3 2018 EARNINGS RELEASE - GREENLIGHT CAPITAL RE, LTD.earningsreleaseform8k2018q3.htm




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GREENLIGHT RE ANNOUNCES
THIRD QUARTER 2018 FINANCIAL RESULTS

Company to Hold Conference Call at 9:00 a.m. ET on Tuesday, November 6, 2018


GRAND CAYMAN, Cayman Islands - November 5, 2018 - Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today announced financial results for the third quarter ended September 30, 2018. Greenlight Re reported a net loss of $89.1 million for the third quarter of 2018, compared to net income of $19.9 million for the same period in 2017. The loss was primarily driven by a net investment loss during the period as well as an underwriting loss as a result of estimated losses from Hurricane Florence. The net loss per share for the third quarter of 2018 was $2.48, compared to net income per share of $0.53 for the same period in 2017.

Fully diluted adjusted book value per share was $15.29 as of September 30, 2018, compared to $23.18 per share as of September 30, 2017 and $17.38 as of June 30, 2018.

Management Commentary

Simon Burton, Chief Executive Officer of Greenlight Re, stated, “During the quarter we strengthened our financial position through a private offering of $100 million aggregate principal amount of Convertible Senior Notes due 2023, $13.8 million of which we utilized for share repurchases. Our third quarter underwriting results were negatively impacted by a loss related to Hurricane Florence which added 5.0 points to our 103.5% combined ratio.”

Mr. Burton concluded, “I am pleased with the progress made by our Innovations unit as we announced several completed investments during the quarter. This is a first step but marks important progress in our growth strategy which places technology and innovation at the heart of our business.”

David Einhorn, Chairman of the Board of Directors, stated, “The third quarter continued to be challenging for our value-oriented investing strategy. Our investment portfolio reported a loss of 8.4% for the quarter, the majority of which came from losses on short positions. In October, the heavy selling in growth and momentum stocks and relative outperformance of value stocks resulted in a gain of 1.2% in our investment portfolio, despite our net long exposure to a weak equity market.”





Financial and Operating Highlights
Third Quarter 2018

Gross written premiums of $115.2 million, a decrease from $181.6 million in the third quarter of 2017. The premium decrease was primarily due to the non-renewal of a Florida homeowner’s quota share contract during the fourth quarter of 2017, the commutation of a mortgage reinsurance contract and a lower participation in a multi-line casualty contract.

Ceded premiums were $15.5 million compared to $7.9 million in the prior year period as the Company continued to cede off a portion of its non-standard automobile business.

Net earned premiums were $114.1 million, a decrease from $172.7 million reported in the prior-year period.

Net investment loss of $80.9 million, compared to net investment income of $64.0 million in the third quarter of 2017.

A net underwriting loss of $4.0 million, including $5.7 million from Hurricane Florence, compared to an underwriting loss of $38.5 million in the third quarter of 2017, which included losses from natural catastrophes including hurricanes Harvey, Irma, and Maria.

The Company reported a small adverse prior year loss development of approximately $2.0 million, primarily due to an unfavorable change in estimated reserves on automobile contracts.

A composite ratio for the quarter of 100.9%, compared to 119.8% for the prior-year period. The combined ratio for the quarter was 103.5% compared to 122.3% for the prior-year period.

Nine Months Ended September 30, 2018

Gross written premiums were $432.4 million, a decrease of 21.9% from $553.7 million reported in the prior year period.

Net earned premiums were $388.8 million, a decrease of 19.8% from $484.9 million reported in the prior-year period.

Net investment loss of $266.7 million, compared to net investment income of $36.4 million reported in the prior-year period.

A composite ratio for the nine months ended September 30, 2018 of 96.4%, compared to 104.4% for the prior-year period. The combined ratio for the nine months ended September 30, 2018 was 99.1%, compared to 107.0% for the prior-year period.

Rating Affirmed

On October 11, 2018 A.M. Best affirmed the Financial Strength Rating of A- (Excellent) and the Long-Term Issuer Credit Rating (Long-Term ICR) of A- of our operating reinsurance subsidiaries. The outlook of this rating is stable.








Investment Restructuring

As previously announced, on September 1, 2018 Greenlight Re entered into a limited partnership agreement with Solasglas Investments, LP (“Solasglas”), managed by DME Advisors LP. The partnership is intended to replace the Company’s joint venture agreement with DME Advisors LP. As of September 30, 2018 some assets had not yet been transferred into Solasglas and continue to be reported within the joint venture. Management expects that all investable assets will be transferred from the joint venture to Solasglas no later than the first quarter of 2019. Details of the limited partnership agreement were filed on Form 8-K on September 4, 2018.

As a result, Greenlight Re will report a net asset value based on its limited partnership interest in Solasglas, in lieu of reporting gross values of long and short investments and derivatives on the balance sheet.

We believe the following non-GAAP summarized balance sheet provides useful information to investors because it depicts what our balance sheet would have looked like had the legal title of all the assets from the joint venture been transferred to Solasglas on or before September 30, 2018.





 
September 30, 2018
 
September 30, 2018
 
(unaudited)
(unaudited)
(unaudited)
Assets
GAAP
Adjustments 1
Non-GAAP 1
Investments
 
 
 
Investment in related party investment fund, at fair value
$
346,721

$
46,938

$
393,659

Debt instruments, trading, at fair value
25

(25
)

Equity securities, trading, at fair value
57,776

(57,776
)

Other investments, at fair value
73,505

(66,100
)
7,405

Total investments
478,027

(76,963
)
401,064

Cash and cash equivalents
43,912

(28,565
)
15,347

Restricted cash and cash equivalents
673,835

(18,736
)
655,099

Financial contracts receivable, at fair value
69,166

(69,166
)

Reinsurance balances receivable
289,366


289,366

Loss and loss adjustment expenses recoverable
37,835


37,835

Deferred acquisition costs, net
52,717


52,717

Unearned premiums ceded
25,900


25,900

Notes receivable, net
29,436


29,436

Other assets
4,118


4,118

Total assets
$
1,704,312

$
(193,430
)
$
1,510,882

Liabilities and equity
 
 
 
Liabilities
 
 
 
Due to related party investment fund
$
111,697

$
(111,697
)
$

Securities sold, not yet purchased, at fair value



Financial contracts payable, at fair value
20,749

(20,749
)

Due to prime brokers and other financial institutions
43,687

(43,687
)

Loss and loss adjustment expense reserves
474,943


474,943

Unearned premium reserves
227,517


227,517

Reinsurance balances payable
137,321


137,321

Funds withheld
16,129


16,129

Other liabilities
8,615

(230
)
8,385

Convertible senior notes payable, net of deferred costs
89,606


89,606

Total liabilities
1,130,264

(176,363
)
953,901

Redeemable non-controlling interest in related party joint venture
15,310

(15,310
)

Equity
 

 
Preferred share capital (par value $0.10; authorized, 50,000,000; none issued)



Ordinary share capital (Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 30,131,606 (2017: 31,104,830): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,715 (2017: 6,254,715))
3,639


3,639

Additional paid-in capital
498,600


498,600

Retained earnings
54,742


54,742

Shareholders’ equity attributable to shareholders
556,981


556,981

Non-controlling interest in related party joint venture
1,757

(1,757
)

Total equity
558,738

(1,757
)
556,981

Total liabilities, redeemable non-controlling interest and equity
$
1,704,312

$
(193,430
)
$
1,510,882


1 The adjustments made to the GAAP balance sheet in order to reconcile to the Non-GAAP balance sheet represent the reclassification of each item, currently accounted for under U.S. GAAP as the remaining assets in the joint venture, that will be moved to Solasglas once the legal title of those assets have been transferred. The change in the value of investment in related party investment fund represents assets which are not part of the participation agreement as of September 1, 2018 that will be transferred to Solasglas by January 2019.







Greenlight to Host Investor Day on November 14, 2018
Greenlight Re is hosting its 6th Biennial Investor Day on Wednesday, November 14, 2018 at 11:00 AM ET in New York, NY. Interested parties should reach out to Adam Prior at aprior@equityny.com.

Conference Call Details

Greenlight Re will hold a live conference call to discuss its financial results for the third quarter ended September 30, 2018 on Tuesday, November 6, 2018 at 9:00 a.m. Eastern time.  The conference call title is Greenlight Capital Re, Ltd. Third Quarter 2018 Earnings Call.

To participate in the Greenlight Capital Re, Ltd. Third Quarter 2018 Earnings Call, please dial in to the conference call at:
    
U.S. toll free             1-888-336-7152
International            1-412-902-4178

Telephone participants may avoid any delays by pre-registering for the call using the following link to receive a special dial-in number and PIN.
Conference Call registration link: http://dpregister.com/10125315

The conference call can also be accessed via webcast at:

https://services.choruscall.com/links/glre181106.html

A telephone replay of the call will be available from 11:00 a.m. Eastern time on November 6, 2018 until 9:00 a.m. Eastern time on November 13, 2018.  The replay of the call may be accessed by dialing 1-877-344-7529 (U.S. toll free) or 1-412-317-0088 (international), access code 10125315. 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 adjusted 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 complete understanding of the underlying business. These measures are used to monitor our results and should not be viewed as a substitute for those 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 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 behalf of the Company. These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes, regulatory and legal uncertainties and other factors described in our annual report on Form 10-K filed with the Securities Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as provided by law.


About Greenlight Capital Re, Ltd.
Established in 2004, Greenlight Re (www.greenlightre.com) is a NASDAQ listed company with specialist property and casualty reinsurance companies based in the Cayman Islands and Ireland.  Greenlight Re provides risk management products and services to the insurance, reinsurance and other risk marketplaces.  The Company focuses on delivering risk solutions to clients and brokers by whom Greenlight Re's expertise, analytics and customer service offerings are demanded.  With an emphasis on deriving superior returns from both sides of the balance sheet, Greenlight Re manages its assets according to a value-oriented equity-focused strategy that supports the goal of long-term growth in book value per share.

About Greenlight Re Innovations
Greenlight Re Innovations was launched as a unit of Greenlight Re in March 2018 to support technology innovators working in the areas of risk preparedness, prevention, post-loss mitigation and risk finance. Over the past three months, Greenlight’s Innovation Unit has announced several strategic investments, including:
October 17, 2018: Greenlight Capital Re, Ltd. Announces Investment in Digital Insurance Processing Platform Click2Sure
October 5, 2018: Greenlight Capital Re, Ltd. Announces Strategic Investment in Healthcare Third Part Administrator Sana Benefits
September 28, 2018: Greenlight Capital Re, Ltd. Announces Investment in Blockchain Business Galileo Platforms

Contact:

Investor Relations:
Adam Prior
The Equity Group Inc.
(212) 836-9606
IR@greenlightre.ky


Public Relations/Media:
Mairi Mallon
Rein4ce
+44 (0)203 786 1160
mairi.mallon@rein4ce.co.uk





GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
September 30, 2018 and December 31, 2017
(expressed in thousands of U.S. dollars, except per share and share amounts)
 
September 30, 2018
 
December 31, 2017
 
(unaudited)
 
(audited)
Assets
 
 
 
Investments
 
 
 
Investment in related party investment fund, at fair value
$
346,721

 
$

Debt instruments, trading, at fair value
25

 
7,180

Equity securities, trading, at fair value
57,776

 
1,203,672

Other investments, at fair value
73,505

 
152,132

Total investments
478,027

 
1,362,984

Cash and cash equivalents
43,912

 
27,285

Restricted cash and cash equivalents
673,835

 
1,503,813

Financial contracts receivable, at fair value
69,166

 
12,893

Reinsurance balances receivable
289,366

 
301,762

Loss and loss adjustment expenses recoverable
37,835

 
29,459

Deferred acquisition costs, net
52,717

 
62,350

Unearned premiums ceded
25,900

 
25,120

Notes receivable, net
29,436

 
28,497

Other assets
4,118

 
3,230

Total assets
$
1,704,312

 
$
3,357,393

Liabilities and equity
 
 
 
Liabilities
 
 
 
Due to related party investment fund
$
111,697

 
$

Securities sold, not yet purchased, at fair value

 
912,797

Financial contracts payable, at fair value
20,749

 
22,222

Due to prime brokers and other financial institutions
43,687

 
672,700

Loss and loss adjustment expense reserves
474,943

 
464,380

Unearned premium reserves
227,517

 
255,818

Reinsurance balances payable
137,321

 
144,058

Funds withheld
16,129

 
23,579

Other liabilities
8,615

 
10,413

Convertible senior notes payable, net of deferred costs
89,606

 

Total liabilities
1,130,264

 
2,505,967

Redeemable non-controlling interest in related party joint venture
15,310

 
7,169

Equity
 
 
 
Preferred share capital (par value $0.10; authorized, 50,000,000; none issued)

 

Ordinary share capital (Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 30,131,606 (2017: 31,104,830): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,715 (2017: 6,254,715))
3,639

 
3,736

Additional paid-in capital
498,600

 
503,316

Retained earnings
54,742

 
324,272

Shareholders’ equity attributable to shareholders
556,981

 
831,324

Non-controlling interest in related party joint venture
1,757

 
12,933

Total equity
558,738

 
844,257

Total liabilities, redeemable non-controlling interest and equity
$
1,704,312

 
$
3,357,393







GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 
For the three and nine months ended September 30, 2018 and 2017
(expressed in thousands of U.S. dollars, except per share and share amounts)
 
Three months ended September 30
 
Nine months ended September 30
 
2018
 
2017
 
2018
 
2017
Revenues
 
 
 
 
 
 
 
Gross premiums written
$
115,154

 
$
181,588

 
$
432,388

 
$
553,691

Gross premiums ceded
(15,456
)
 
(7,931
)
 
(72,536
)
 
(13,880
)
Net premiums written
99,698

 
173,657

 
359,852

 
539,811

Change in net unearned premium reserves
14,406

 
(964
)
 
28,912

 
(54,892
)
Net premiums earned
114,104

 
172,693

 
388,764

 
484,919

Income (loss) from investment in related party investment fund [net of related party expenses of $803; $0; $803 and $0, respectively]
(10,025
)
 

 
(10,025
)
 

Net investment income (loss) [net of related party expenses of $1,832; $8,369; $10,418 and $17,013, respectively]
(70,851
)
 
63,976

 
(256,723
)
 
36,445

Other income (expense), net
(683
)
 
(520
)
 
(1,246
)
 
(224
)
Total revenues
32,545

 
236,149

 
120,770

 
521,140

Expenses
 
 
 
 
 
 
 
Loss and loss adjustment expenses incurred, net
86,780

 
168,918

 
267,419

 
379,746

Acquisition costs, net
28,331

 
38,011

 
107,163

 
126,651

General and administrative expenses
7,136

 
8,202

 
20,050

 
21,292

Interest expense
927

 

 
927

 

Total expenses
123,174

 
215,131

 
395,559

 
527,689

Income (loss) before income tax
(90,629
)
 
21,018

 
(274,789
)
 
(6,549
)
Income tax (expense) benefit
355

 
(65
)
 
1,448

 
109

Net income (loss) including non-controlling interest
(90,274
)
 
20,953

 
(273,341
)
 
(6,440
)
Loss (income) attributable to non-controlling interest in related party joint venture
1,159

 
(1,078
)
 
4,106

 
(780
)
Net income (loss)
$
(89,115
)
 
$
19,875

 
$
(269,235
)
 
$
(7,220
)
Earnings (loss) per share
 
 
 
 
 
 
 
Basic
$
(2.48
)
 
$
0.53

 
$
(7.49
)
 
$
(0.20
)
Diluted
$
(2.48
)
 
$
0.53

 
$
(7.49
)
 
$
(0.20
)
Weighted average number of ordinary shares used in the determination of earnings and loss per share
 
 
 
 
 
 
 
Basic
35,952,472

 
37,345,985

 
35,951,384

 
36,994,969

Diluted
35,952,472

 
37,375,273

 
35,951,384

 
37,022,347


The following table provides the ratios for the nine months ended September 30, 2018 and 2017:
 
Nine months ended September 30
 
2018
 
2017
 
Property
 
Casualty
 
Other
 
Total
 
Property
 
Casualty
 
Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss ratio
57.4
%
 
75.3
%
 
57.5
%
 
68.8
%
 
95.7
%
 
75.0
%
 
66.0
%
 
78.3
%
Acquisition cost ratio
22.6
%
 
24.9
%
 
40.0
%
 
27.6
%
 
28.5
%
 
23.8
%
 
33.0
%
 
26.1
%
Composite ratio
80.0
%
 
100.2
%
 
97.5
%
 
96.4
%
 
124.2
%
 
98.8
%
 
99.0
%
 
104.4
%
Underwriting expense ratio
 
 
 
 
 
 
2.7
%
 
 
 
 
 
 
 
2.6
%
Combined ratio
 
 
 
 
 
 
99.1
%
 
 
 
 
 
 
 
107.0
%







GREENLIGHT CAPITAL RE, LTD.
NON-GAAP MEASURES AND RECONCILIATION

Fully Diluted Adjusted Book Value Per Share

We believe that long-term growth in fully diluted adjusted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick by which to monitor the shareholder value generated. In addition, we believe fully diluted adjusted book value per share may be useful to our investors, shareholders and other interested parties to form a basis of comparison with other companies within the property and casualty reinsurance industry.

Fully diluted adjusted book value per share is considered a non-GAAP measure and represents basic adjusted book value per share combined with the impact from dilution of share based compensation including in-the-money stock options and RSUs as of any period end. In addition, the fully diluted adjusted book value per share includes the dilutive effect, if any, of ordinary shares to be issued upon conversion of the convertible notes. Book value is adjusted by subtracting the amount of the non-controlling interest in joint venture from total shareholders’ equity to calculate adjusted book value.

The following table presents a reconciliation of the non-GAAP financial measures basic adjusted and fully diluted adjusted book value per share to the most comparable U.S. GAAP measure.
 
September 30, 2018
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
September 30, 2017
 
  ($ in thousands, except per share and share amounts)
Numerator for basic adjusted and fully diluted adjusted book value per share:
 
 
 
 
 
 
 
 
 
Total equity (U.S. GAAP)
$
558,738

 
$
661,665

 
$
700,916

 
$
844,257

 
$
880,333

Less: Non-controlling interest in joint venture
(1,757
)
 
(10,719
)
 
(11,071
)
 
(12,933
)
 
(12,828
)
Numerator for basic adjusted book value per share
556,981

 
650,946

 
689,845

 
831,324

 
867,505

Add: Proceeds from in-the-money stock options issued and outstanding

 

 

 
13,859

 
14,028

Numerator for fully diluted adjusted book value per share
$
556,981

 
$
650,946

 
$
689,845

 
$
845,183

 
$
881,533

Denominator for basic adjusted and fully diluted adjusted book value per share:
 
 
 
 
 
 
 
 
 
Ordinary shares issued and outstanding (denominator for basic adjusted book value per share)
36,386,321

 
37,415,259

 
37,550,648

 
37,359,545

 
37,348,753

Add: In-the-money stock options and RSUs issued and outstanding
46,398

 
46,398

 
46,398

 
679,684

 
687,351

Denominator for fully diluted adjusted book value per share
36,432,719

 
37,461,657

 
37,597,046

 
38,039,229

 
38,036,104

Basic adjusted book value per share
$
15.31

 
$
17.40

 
$
18.37

 
$
22.25

 
$
23.23

Fully diluted adjusted book value per share
15.29

 
17.38

 
18.35

 
22.22

 
23.18








Net Underwriting Income (Loss)

One way that management evaluates the Company’s underwriting performance is through the measurement of 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 as it measures the underlying fundamentals of the Company’s underwriting operations. Management believes that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze its performance in a manner similar to how management analyzes performance. Management also believes that this measure follows industry practice and, therefore, allows the users of financial information to compare the Company’s performance with its industry peer group.

Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used in the calculation of net income before taxes under U.S. GAAP. The measure includes underwriting expenses which are directly related to underwriting activities as well as an allocation of other general and administrative expenses. Net underwriting income (loss) is calculated as net premiums earned, less net loss and loss adjustment expenses incurred, less, acquisition costs and less underwriting expenses. The measure excludes, on a recurring basis: (1) net investment income; (2) any foreign exchange gains or losses; (3) corporate general and administrative expenses; (4) interest expense and other income (expense) not related to underwriting, and (5) income taxes and income attributable to non-controlling interest. We exclude net investment income and foreign exchange gains or losses as we believe these are influenced by market conditions and other factors not related to underwriting decisions. We exclude corporate general and administrative expenses because these expenses 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 distorts the analysis of trends in our underwriting operations. We include other income and expense relating to deposit accounted contracts and industry loss warranty contracts which we believe are part of our underwriting operations and should be reflected in our underwriting income (loss). Net underwriting income should not be viewed as a substitute for U.S. GAAP net income.

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 is shown below:

 
Three months ended September 30
 
Nine months ended September 30
 
2018
 
2017
 
2018
 
2017
 
($ in thousands)
Income (loss) before income tax
$
(90,629
)
 
$
21,018

 
$
(274,789
)
 
$
(6,549
)
Add (subtract):
 
 
 
 
 
 
 
Investment related (income) loss
80,876

 
(63,976
)
 
266,748

 
(36,445
)
Other (income) expense
734

 
397

 
1,311

 
101

Corporate expenses
4,076

 
4,050

 
9,420

 
8,995

Interest expense
927

 

 
927

 

Net underwriting income (loss)
$
(4,016
)
 
$
(38,511
)
 
$
3,617

 
$
(33,898
)