Thank you for joining the Greenlight Re Conference Call for the Fourth Quarter and Full Year 2019 Earnings. The company reminds you that forward-looking statements that maybe made in this call are intended to be covered by the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are not statements of historical fact, but rather reflect the company’s current expectations, estimates and predictions about future results and events and are subject to risks, uncertainties and assumptions, including those enumerated in the company’s Form 10-K for the year ended December 31, 2019 and other documents filed by the company with the SEC.

If one or more risks of uncertainties materialize or if the company’s underlying assumptions prove to be incorrect, actual results may vary materially from what the company projects.

The company undertakes no obligation to update publicly or revise any forward-looking statements whether as a result of new information future events or otherwise except as required by law. After the prepared remarks, we will be conducting a question-and-answer session.

[Operator Instructions] I would now like to turn the conference over to Greenlight Re’s CEO, Mr. Simon Burton. Please go ahead sir..

Thank you, operator and good morning everyone. 2019 was a year of transition for the company. We fell short in our goal to deliver meaningful growth in book value per share for reasons that I will describe in a moment.

Nevertheless, I am confident in the quality of our balance sheet and in the positioning of our underwriting business in an improving reinsurance market.

We have spent the last few years building a business with certain characteristics, a platform that is operationally lean and that emphasizes agility over scale and geographic reach, an underwriting portfolio that is diverse by class and with much reduced counterparty concentration risk going forward, a strategy to participate mainly as a following market on reinsurance placements and is a price setter only in areas where we have sufficient depth of expertise, and an innovations unit that builds strategic partnerships with successful tech-enabled startups in our industry that give us long-term access to profitable underwriting business as well as the stake in areas of potentially significant growth within the insurance industry.

This strategy is designed to leverage a low expense base and a sensible and agile allocation of capacity by class of business as our key competitive advantages. We have made significant progress in all these areas.

So, let me address why our 2019 financial results are not reflective of our improved business profile? Looking at our 2019 financial year performance, excluding the impact of natural catastrophes, our three worst performing counterparties produced a combined underwriting loss of $39 million.

The bulk of this underwriting loss related to our non-standard auto class and was recognized during the first half of 2019. Additionally, fourth quarter changes and the carry value of our notes receivable represents another $6 million of losses we have recognized on loans we had extended to certain cedants.

We have no ongoing underwriting relationship with any of these cedants as they no longer fit our underwriting strategy.

While the impact on net income in 2019 from these discontinued relationships is painful, it also reinforces my conviction in our current strategy as the balance of the underwriting portfolio has performed well despite $17 million of catastrophe losses that impacted us during the year.

Additionally, on the operational expense front, it is worth noting that our corporate expenses were elevated due to certain strategic review related expenses that we incurred during the year.

A strong investment performance of 9.3% on our investments in the Solasglas fund more than offset the losses from the discontinued underwriting relationships and our overall result was a 1.7% reduction in fully diluted book value per share. Before I turn the call over to David, I would like to provide a brief update on our ongoing strategic review.

Since commencing the review, we have identified a variety of potential options for the company and have also engaged in discussions with prospective partners and counterparties. However, we have not selected any particular course of action nor have we formalized the timetable to complete our review.

Until we determine that further disclosure was appropriate, we do not intend to discuss developments with respect to the process. Now, I will hand the call over to David..

Thanks, Simon and good morning everyone. The Solasglas fund returned minus 1% in the fourth quarter. Longs contributed 0.6% and shorts detracted 1.8%. During the quarter, the S&P returned 8.5% for the year, Solasglas returned 9.3%. Long positions in the Kimaros Company and Green Brick Partners are the biggest winners in the quarter.

Kimaros returned 23% as the company announced third quarter results that demonstrated sequential progress in regaining market share in its titanium dioxide segment. We expect these positive results to continue as well as intermediate term improvements to refrigeration segment.

We also expect the market to come to better understand the concerns of potential large future legal liabilities related to PFOS and PFOAR overstated. Green Brick’s stock was up 7% as the company announced good results that included strong order growth and that its entry level brand, Trophy Signature Homes is off to a wonderful start.

Homebuilding in the U.S. is doing well and lower interest rates lead to lower mortgage rates that are good for the industry. Solasglas returned minus 0.4% in February as the S&P dropped 8.2% bringing the 2020 year-to-date return for Solasglas to minus 3%.

Net exposure was approximately 20% long in the investment portfolio at the end of the fourth quarter and has been reduced to approximately 15% net long at the end of February. The majority of the investment assets are in cash and short-term treasuries.

This asset allocation mix is providing to be beneficial as the last few weeks of the markets have been extraordinarily volatile. Now, I would like to turn the call over to Tim to discuss financial results..

Thanks, David. Starting with the fourth quarter, we reported a net loss of $30.3 million or $0.84 per diluted share. Net premiums written during the fourth quarter were $98.4 million, which is a reduction of 6.2% in net premiums written in the fourth quarter of 2018. The decrease was primarily due to the non-renewal of auto business during 2019.

For the quarter, we reported an underwriting loss of $15.8 million, which was negatively impacted by natural catastrophe losses of approximately $14.2 million. The quarter was also negatively impacted by a small prior year adverse reserve development of $1.1 million.

The composite ratio for the quarter was 111.9% with fourth quarter cat losses adding 13.1 points to the composite ratio.

We reported a total net investment related loss of $8.8 million during the fourth quarter of 2019, which was a result of a net loss of 1% or $5.7 million on our investment portfolio in Solasglas and a loss of $6 million due to a valuation allowance in connection with loans we had extended to certain seasons.

Moving on to the full year results, Greenlight Re reported a net loss of $4 million for 2019 or $0.11 per fully diluted shares. Gross premiums written were $524 million for the year, a decrease of approximately 7.7% over 2018.

As reported in prior quarters, the 2019 premiums have decreased primarily due to the non-renewal of motor and medical stop-loss contracts, with these decreases being partially offset by new contracts relating to financial, crop, energy and other specialty lines.

For 2019, our composite ratio was 104.5% with net catastrophe losses contributing 3.6 percentage points. Prior year development on loss reserves primarily from private, personal auto business negatively impacted our first quarter 2019 results.

Although subsequent quarters reported net positive reserve development, the impact of reserve development for the year contributed 6.2 percentage points to the composite ratio. Our general and administrative expenses for the year totaled $29.8 million, which is an increase of $4.6 million from the prior year.

Underwriting expenses of $14.3 million were slightly higher than $13.1 million in 2018 primarily as a result of higher personnel and IT costs. The underwriting expense ratio for the year was 2.4% resulting in a combined ratio for the year of 106.9%.

Our corporate expenses during 2019 of $15.6 million, compares to $12.1 million for the prior year and is higher primarily due to higher level of professional fees and legal fees as well as personnel costs.

We reported total net investment related income of $52.3 million, which primarily was a result of a net gain of 9.3% for the year on our investment in Solasglas. The fully diluted adjusted book value per share as of December 31, 2019 was $12.88, a 1.7% decrease from $13.10 per share reported at December 31, 2018.

Now, I will turn the call back to the operator to open it up to Q&A..

[Operator Instructions] Our first question comes from Cory Reed from Otter Creek Advisors. Please go ahead..

Yes, I am going to try and do my best David Einhorn here. You turned down a 12.50 bid for the company earlier this year, you could probably not get anywhere near to that now but perhaps 11.50, why don’t you go back and try and re-solicit that bid? Underwriting has been miserable over a long period of time.

We all understand the investment experience, but having to sit here and write this thing down the tubes is very frustrating? Thank you..

Well, this is David Einhorn. And honestly, I don’t think that was a very good David Einhorn. That being said, the company is doing the best it can within the strategic review process. I can’t comment on any specifics. The figure you quoted came out of a press report, I can’t comment on the accuracy of that report, but I don’t endorse it accuracy either.

The process is ongoing and the company is going to do the best that it can to get the best outcome possible for the shareholders..

The next question comes from David Rocker from Rocker Partners. Please go ahead..

Hi, this is somewhat similar to the previous question, but this strategic review has been going on that was announced at the time of the second quarter report and it was indicated that as of May 31 after the downgrade from Best that you had commenced this review. This is very long time to have a review and to not say anything about it is puzzling.

The companies would started takeover battles and end them in a week, I don’t expect that, but I certainly don’t expect there to be utter silence at this point there without any description of what you are considering or why you are doing it? And further, there is a second question, why was the company end up obviously in shrink mode, while your operating expenses are rising, could you please comment on those two things please?.

Well, I will take the first one and Simon will take the second one. I think it is fair to say that the strategic review has taken longer than we would have expected it to. And I think you can take from that, that whatever our first course of action choice was did not pan out. And so now we are thinking about other courses of action.

And when we eventually come up with something that we think is the best available choice we will make it and we will announce it and go forward on that basis.

Simon, you want to answer about the expenses?.

And your question, David?.

Yes the question is….

Your question David on us being shrinking..

The G&A expenses were up $4 million..

If you look at our expenses in two pieces, the underwriting expenses are slightly up, not materially. So frankly I would not characterize the company as all-in shrink mode where the top line maybe reducing the gross written premium.

We are actually writing considerably more margin rich business, which requires a great deal of more efforts and operations. So we are doing quite a lot with what we have on the underwriting side.

The increase in the operating expenses that you are seeing is almost entirely from expenses connected to the strategic review, which obviously are – we would consider one-time for the purposes of this strategic review..

It was $4 million, was that what the cost that you paid for the strategic review.

And I guess one other thing if I may add to it, what are the tests that AM Best has that would enable you to restore your rating to stable from negative and where are you in seeking to achieve those?.

We have an ongoing and healthy communication line with AM Best. We keep them fully apprised of our progress both operationally and around the strategic review and they are interested in our conclusions. There is nothing else to add..

That was your cost of Credit Suisse $4 million?.

No. David, I can confirm that as of 12/31/2019, what is in the financials it was approximately $3 million accrued for total expenses related to the strategic review..

The next question comes from Jonathan Shafter from Clear Harbor. Please go ahead..

Hey, gentlemen. The 13% net long in the Solasglas investment portfolio that you disclosed for the end of February, does that apply to just the $162 million of invested assets in the portfolio or is that on the $348 million of total assets in the portfolio or I guess that’s a $240 million net.

You have added half cash in the portfolio, is that included in that 13% or is it 13% of 50% of cash?.

It’s 13% of whatever the grossest highest figure you would come up with. I don’t know if I would confirm the exact way that you are describing it..

Okay, thank you..

And just further to that if you wanted to refer to Note 3 in the financial statements, it does breakdown the investments in the Solasglas funds, so you can actually see the various components that make up for the funds?.

[Operator Instructions] The next question is from Daniel Schneeberger, Private Investor. Please go ahead..

Hi, guys and thanks for taking my question. My first question is around conflict of interest, David and both the GP of Greenlight obviously and you are Chairman of the Board and in charge of achieving the best outcome for shareholders.

I was just wondering how do you manage that conflict?.

Well, we have independent committee of directors to address these kind of conflicts and they are regularly engaged in it when matters come up..

Okay.

And during this process, have you become more agnostic towards what Greenlight’s role will be going forward in terms of managing the capital?.

I don’t know what you mean by that?.

Let’s say you would have two similar options and one of them would involve a continuation of the investment mandate and let’s say the other option would be slightly more favorable to shareholders, how would you personally vote?.

We will do what’s best for all of the stakeholders of the company..

Okay, understood. My second question is your thoughts on the liquidation, because Blue Capital obviously announced liquidation last July and they are able to return pretty much book value for their shareholders and they returned about 80% of their capital within 12 months.

My question for you guys is if you were to choose a liquidation as the best path forward for shareholders, how long do you envision would that take? Would you be able to return capital sort of in a similar pace or would that be a longer process?.

I don’t think we would be in a position to comment on that at this point..

Okay, understood. Thank you very much..

The next question comes from John Levin from Levin Capital. Please go ahead..

Hi, a great admirer of David.

You mentioned PFAS and PFOS, is there any open ended thing in the underwriting that is significant and material enough to affect the book value in an important way or ask the question in different way the way I should have asked, but I am not sure how I should have asked it?.

Are you talking about Kimaros?.

Yes, because we lost zillion dollars in DuPont on this thing already?.

Yes. We have done a lot of work here. We believe that their exposure is largely limited to three plans that have done most or all of their – most of their remediation that there is one plant that had a fair number of human plaintiffs, most of which were resolved in 2017 and a large settlement at DuPont and Kimaros split.

There is ongoing litigation relating to approximately 60 plaintiffs that emerged after 2017. There was a trial a week or two ago that led to 1 hung jury on one plaintiff and a $50 million verdict on the other plaintiff. So the company needs to figure out how to resolve those.

Those are the only injury deals that we know about at this stage and we think that the remediation from the other two plants that is further away mostly from urban or populated centers is relatively unlikely to lead to things other than just actual cleanup costs of the physical facilities and surrounding areas, which I think is long since in process.

There is a second set of litigation relating to firefighting foam, which is a product that 3M made that DuPont made contributions in terms of ingredients.

Our understanding is that the DuPont ingredients were not the chemicals that have led to the distress, but this is going to be something that’s going to be the subject of litigation probably for many years. Our understanding is that 3M is the one who has the vast, vast majority of these..

That’s our understanding also, David, that’s why I asked the question to try to be helpful. Okay..

And just to be clarified for everybody on the call, this is a discussion relating to our asset investment in the Solasglas fund in Kimaros. This is not a liability that is anywhere in the Greenlight Re underwriting portfolio..

Well, that’s important. Great, okay..

Sure..

That’s why I asked the question to clarify it to be helpful. Thank you..

Thank you, John..

There are no more questions in the queue. This concludes our question-and-answer session and the conference. Thank you for attending today’s presentation. You may now disconnect..