hg-20240930
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-Q
__________________________________
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-41862
__________________________________
Hamilton Insurance Group, Ltd.
(Exact name of registrant as specified in its charter)
__________________________________
Bermuda
98-1153847
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Wellesley House North, 1st Floor, 90 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of Principal Executive Offices and Zip Code)
(441) 405-5200
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class B common shares, par value $0.01 per share
HG
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
The registrant's number of Class B common shares outstanding as of October 31, 2024 was 64,196,974.
Hamilton Insurance Group, Ltd.
Table of Contents
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Hamilton Insurance Group, Inc. ("Quarterly Report") includes "forward looking statements" pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of terms such as "believes," "expects," "may," "will," "target," "should," "could," "would," "seeks," "intends," "plans," "contemplates," "estimates," or "anticipates," or similar expressions which concern our strategy, plans, projections or intentions. These forward-looking statements appear in a number of places throughout and relate to matters such as our industry, growth strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties, and other important factors that could cause our actual results to differ materially from the forward-looking statements contained herein. Such risks, uncertainties, and other important factors include, among others, the risks, uncertainties and factors set forth in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "Form 10-K") and other subsequent periodic reports filed with the Securities and Exchange Commission and the following:
•our results of operations and financial condition could be adversely affected by unpredictable catastrophic events, global climate change or emerging claim and coverage issues;
•our business could be materially adversely affected if we do not accurately assess our underwriting risk, our reserves are inadequate to cover our actual losses, our models or assessments and pricing of risks are incorrect or we lose important broker relationships;
•the insurance and reinsurance business is historically cyclical and the pricing and terms for our products may decline, which would affect our profitability and ability to maintain or grow premiums;
•we have significant foreign operations that expose us to certain additional risks, including foreign currency risks and political risk;
•we do not control the allocations to and/or the performance of the Two Sigma Hamilton Fund, LLC ("TS Hamilton Fund")'s investment portfolio, and its performance depends on the ability of its investment manager, Two Sigma Investments, LP ("Two Sigma"), to select and manage appropriate investments and we have a limited ability to withdraw our capital accounts;
•Two Sigma Principals, LLC, Two Sigma and their respective affiliates have potential conflicts of interest that could adversely affect us;
•the historical performance of Two Sigma is not necessarily indicative of the future results of the TS Hamilton Fund's investment portfolio or of our future results;
•our ability to manage risks associated with macroeconomic conditions resulting from geopolitical and global economic events, including public health crises, current or anticipated military conflicts, terrorism, sanctions, rising energy prices, inflation and interest rates and other global events;
•our ability to compete successfully with more established competitors and risks relating to consolidation in the reinsurance and insurance industries;
•downgrades, potential downgrades or other negative actions by rating agencies;
•our dependence on key executives, including the potential loss of Bermuda-based personnel as a result of Bermuda employment restrictions, and the inability to attract qualified personnel, particularly in very competitive hiring conditions;
•our dependence on letter of credit facilities that may not be available on commercially acceptable terms;
•our potential need for additional capital in the future and the potential unavailability of such capital to us on favorable terms or at all;
•the suspension or revocation of our subsidiaries' insurance licenses;
•risks associated with our investment strategy, including such risks being greater than those faced by competitors;
2
•changes in the regulatory environment and the potential for greater regulatory scrutiny of the Company going forward;
•a cyclical downturn of the reinsurance industry;
•operational failures, failure of information systems or failure to protect the confidentiality of customer information, including by service providers, or losses due to defaults, errors or omissions by third parties or our affiliates;
•we are a holding company with no direct operations, and our insurance and reinsurance subsidiaries' ability to pay dividends and other distributions to us is restricted by law;
•risks relating to our ability to identify and execute opportunities for growth or our ability to complete transactions as planned or realize the anticipated benefits of our acquisitions or other investments;
•our potentially becoming subject to U.S. federal income taxation, Bermuda taxation or other taxes as a result of a change of tax laws or otherwise;
•the potential characterization of us and/or any of our subsidiaries as a passive foreign investment company, or PFIC;
•our potentially becoming subject to U.S. withholding and information reporting requirements under the U.S. Foreign Account Tax Compliance Act, or FATCA, provisions;
•our costs will increase as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations;
•if we were to identify a material weakness and were unable to remediate such material weakness, or fail to achieve and maintain effective internal controls, our operating results and financial condition could be impacted and the market price of our Class B common shares may be negatively affected;
•the lack of a prior public market for our Class B common shares means our share price may be volatile and anti-takeover provisions contained in our organizational documents could delay management changes;
•the potential that the market price of our Class B common shares could decline due to future sales of shares by our existing shareholders;
•applicable insurance laws, which could make it difficult to effect a change of control of our company; and
•investors may have difficulties in serving process or enforcing judgments against us in the United States.
There may be other factors that could cause our actual results to differ materially from the forward-looking statements, including factors disclosed under the sections entitled "Risk Factors" in the Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report. You should evaluate all forward-looking statements made herein in the context of these risks and uncertainties.
You should read this information completely and with the understanding that actual future results may be materially different from expectations. We caution you that the risks, uncertainties, and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements contained herein apply only as of the date hereof and are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
3
Part I. Financial Information
Item 1. Financial Statements
Index To Unaudited Condensed Consolidated Financial Statements
4
Hamilton Insurance Group, Ltd.
Unaudited Condensed Consolidated Balance Sheets
($ in thousands, except per share information)
September 30,
2024		 December 31,
2023
Assets
Fixed maturity investments, at fair value
(amortized cost 2024: $2,306,168; 2023: $1,867,499)
$ 2,320,184 $ 1,831,268
Short-term investments, at fair value (amortized cost 2024: $506,244; 2023: $427,437)
507,947 428,878
Investments in Two Sigma Funds, at fair value (cost 2024: $829,606; 2023: $770,191)
932,787 851,470
Total investments
3,760,918 3,111,616
Cash and cash equivalents
957,372 794,509
Restricted cash and cash equivalents
93,883 106,351
Premiums receivable
885,744 658,363
Paid losses recoverable
146,008 145,202
Deferred acquisition costs
205,953 156,895
Unpaid losses and loss adjustment expenses recoverable
1,190,465 1,161,077
Receivables for investments sold
39,079 42,419
Prepaid reinsurance
260,174 194,306
Intangible assets
94,441 90,996
Other assets
192,510 209,621
Total assets
$ 7,826,547 $ 6,671,355
Liabilities, non-controlling interest, and shareholders' equity
Liabilities
Reserve for losses and loss adjustment expenses
$ 3,434,800 $ 3,030,037
Unearned premiums
1,192,071 911,222
Reinsurance balances payable
334,511 272,310
Payables for investments purchased
172,905 66,606
Term loan, net of issuance costs
149,916 149,830
Accounts payable and accrued expenses
168,658 186,887
Payables to related parties
- 6,480
Total liabilities
5,452,861 4,623,372
Non-controlling interest - TS Hamilton Fund
60,060 133
Shareholders' equity
Common shares:
Class A, authorized (2024: 26,944,807 and 2023: 28,644,807), par value $0.01;
issued and outstanding (2024: 17,820,078 and 2023: 28,644,807)
178 286
Class B, authorized (2024: 79,677,932 and 2023: 72,337,352), par value $0.01;
issued and outstanding (2024: 63,668,995 and 2023: 56,036,067)
637 560
Class C, authorized (2024: 19,903,649 and 2023: 25,544,229), par value $0.01;
issued and outstanding (2024: 19,903,649 and 2023: 25,544,229)
199 255
Additional paid-in capital
1,172,331 1,249,817
Accumulated other comprehensive loss
(4,441) (4,441)
Retained earnings
1,144,722 801,373
Total shareholders' equity
2,313,626 2,047,850
Total liabilities, non-controlling interest, and shareholders' equity
$ 7,826,547 $ 6,671,355
See accompanying notes to theunaudited condensed consolidated financial statements.
5
Hamilton Insurance Group, Ltd.
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Three and Nine Months Ended September 30, 2024 and 2023
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands, except per share information)
2024 2023 2024 2023
Revenues
Gross premiums written $ 553,401 $ 474,123 $ 1,878,645 $ 1,517,247
Reinsurance premiums ceded (75,505) (90,557) (410,802) (400,475)
Net premiums written 477,896 383,566 1,467,843 1,116,772
Net change in unearned premiums (29,101) (46,530) (214,981) (164,374)
Net premiums earned 448,795 337,036 1,252,862 952,398
Net realized and unrealized gains (losses) on investments 48,228 47,343 454,851 101,881
Net investment income (loss) 17,330 8,069 43,667 17,719
Total net realized and unrealized gains (losses) on investments and net investment income (loss) 65,558 55,412 498,518 119,600
Other income (loss) 4,464 2,386 17,934 7,838
Net foreign exchange gains (losses) (5,973) 1,432 (9,883) (3,953)
Total revenues 512,844 396,266 1,759,431 1,075,883
Expenses
Losses and loss adjustment expenses 273,632 191,577 720,478 519,554
Acquisition costs 102,201 78,537 283,059 220,532
General and administrative expenses 62,392 63,035 182,164 158,075
Amortization of intangible assets 5,204 2,794 11,773 7,869
Interest expense 5,351 5,288 17,090 16,007
Total expenses 448,780 341,231 1,214,564 922,037
Income (loss) before income tax 64,064 55,035 544,867 153,846
Income tax expense (benefit) 3,029 2,387 6,118 6,908
Net income (loss) 61,035 52,648 538,749 146,938
Net income (loss) attributable to non-controlling interest (17,215) 9,065 172,240 15,076
Net income (loss) and other comprehensive income (loss) attributable to common shareholders $ 78,250 $ 43,583 $ 366,509 $ 131,862
Per share data
Basic income (loss) per share attributable to common shareholders
$ 0.77 $ 0.42 $ 3.45 $ 1.27
Diluted income (loss) per share attributable to common shareholders
$ 0.74 $ 0.41 $ 3.33 $ 1.26
See accompanying notes to theunaudited condensed consolidated financial statements.
6
Hamilton Insurance Group, Ltd.
Unaudited Condensed Consolidated Statements of Shareholders' Equity
For the Three and Nine Months Ended September 30, 2024 and 2023
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2024 2023 2024 2023
Common shares
Balance, beginning of period
$ 1,019 $ 1,036 $ 1,101 $ 1,031
Issuance of common shares
- 1 11 8
Repurchases of common shares
(5) - (98) (2)
Balance, end of period
1,014 1,037 1,014 1,037
Additional paid-in capital
Balance, beginning of period
1,171,585 1,124,566 1,249,817 1,120,242
Issuance of common shares
- (1) 386 (8)
Repurchases of common shares
(6,092) - (100,136) (1,776)
Share compensation expense
6,838 3,988 22,264 10,095
Balance, end of period
1,172,331 1,128,553 1,172,331 1,128,553
Accumulated other comprehensive income (loss)
Balance, beginning and end of period
(4,441) (4,441) (4,441) (4,441)
Retained earnings
Balance, beginning of period
1,070,384 630,993 801,373 547,352
Net income (loss)
61,035 52,648 538,749 146,938
Net income (loss) attributable to non-controlling interest
17,215 (9,065) (172,240) (15,076)
Share compensation expense - - - (4,169)
Repurchases of common shares
(3,912) - (23,160) (469)
Balance, end of period
1,144,722 674,576 1,144,722 674,576
Total shareholders' equity
$ 2,313,626 $ 1,799,725 $ 2,313,626 $ 1,799,725
See accompanying notes to the unaudited condensed consolidated financial statements.
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Hamilton Insurance Group, Ltd.
Unaudited Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2024 and 2023
Nine Months Ended
($ in thousands) September 30,
2024		 September 30,
2023
Operating activities
Net income (loss)
$ 538,749 $ 146,938
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
13,081 8,990
Share compensation expense
22,264 10,095
Net realized (gains) losses on investments
(382,646) (32,363)
Change in net unrealized (gains) losses on investments
(72,205) (69,518)
Other items
(11,786) 1,330
Change in:
Premiums receivable
(227,381) (166,372)
Paid losses recoverable
(806) (47,659)
Deferred acquisition costs
(49,058) (36,167)
Prepaid reinsurance
(65,868) (67,898)
Unpaid losses and loss adjustment expenses recoverable
(29,388) 20,740
Other assets
17,111 3,253
Reserve for losses and loss adjustment expenses
404,763 92,547
Unearned premiums
280,849 233,408
Reinsurance balances payable
62,201 123,634
Accounts payable and accrued expenses and other
(24,667) 26,711
Net cash provided by (used in) operating activities
475,213 247,669
Investing activities
Proceeds from redemptions from Two Sigma Funds
2,129,185 1,821,046
Contributions to Two Sigma Funds
(1,836,664) (1,954,119)
Purchases of fixed maturity investments
(1,466,805) (809,646)
Proceeds from sales, redemptions and maturity of fixed maturity investments
1,032,664 418,677
Purchases of short-term investments
(1,335,003) (1,078,631)
Proceeds from sales of short-term investments
1,288,278 1,032,091
Change in receivables for investments sold
3,340 (18,673)
Change in payables for investments purchased
106,299 69,741
Other
(16,570) (11,425)
Net cash provided by (used in) investing activities
(95,276) (530,939)
Financing activities
Issuance of common shares
11 8
Repurchases of common shares
(123,394) (2,247)
Contribution of additional paid-in capital
386 (8)
Withdrawal of non-controlling interest
(112,313) (15,066)
Net cash provided by (used in) financing activities
(235,310) (17,313)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
5,768 (3,093)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
150,395 (303,676)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period
900,860 1,207,203
Cash and cash equivalents and restricted cash and cash equivalents, end of period
$ 1,051,255 $ 903,527
See accompanying notes to the unaudited condensed consolidated financial statements.
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Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
1. Organization
Hamilton Insurance Group, Ltd. ("Hamilton Group", the "Group" or the "Company"), the ultimate group holding company, was incorporated on September 4, 2013, under the laws of Bermuda. On November 14, 2023, the Company consummated an initial public offering ("IPO") of its Class B common shares, which are listed on the NYSE.
Our Bermuda operations are led by Hamilton Re, Ltd. ("Hamilton Re"), a registered Class 4 insurer incorporated in Bermuda. Hamilton Re writes property, casualty, and specialty insurance and reinsurance on a global basis.
Hamilton Re US is a tax partnership that was formed pursuant to an arrangement between Hamilton Re and its Bermuda-incorporated affiliate, Hamilton ILS Holdings Limited. The tax partnership is treated as a U.S. corporation for U.S. tax purposes and is registered with the U.S. Internal Revenue Service, such that underwriting and investment income derived from capital allocated to Hamilton Re US are subject to U.S. taxation.
Ada Capital Management Limited ("ACML"), a wholly owned insurance agent incorporated and regulated in Bermuda, is authorized to underwrite on behalf of Ada Re, Ltd. ("Ada Re").
Our London operations are comprised of Hamilton Managing Agency Limited ("HMA"), a Lloyd's managing agency, which manages our wholly aligned Syndicate 4000 and a third-party funded Lloyd's Syndicate. Syndicate 4000 operates in the Lloyd's market and underwrites property, casualty, and specialty insurance and reinsurance business on a subscription basis.
Our Dublin operations are comprised of Hamilton Insurance Designated Activity Company ("HIDAC"), a Dublin-based insurer with a U.K. branch and extensive licensing in the United States, including excess and surplus lines and reinsurance in all 50 states.
Hamilton Managing General Agency Americas LLC ("HMGA Americas") is licensed throughout the United States and underwrites on behalf of the Group's London, Dublin and Bermuda operations solely in respect of Hamilton Re US, providing access from the U.S. to the Lloyd's market, the Group's rated Irish carrier and the Group's Bermuda balance sheet, respectively.
Hamilton Select Insurance Inc. ("Hamilton Select") is a U.S. domestic excess and surplus lines carrier incorporated in Delaware and authorized to write excess and surplus business in all 50 states.
Two Sigma Hamilton Fund, LLC ("TS Hamilton Fund"), is a Delaware limited liability company. In 2013, Hamilton Re entered into a limited liability company agreement with TS Hamilton Fund and Two Sigma Principals, LLC (the "Managing Member") as the managing member of TS Hamilton Fund. Effective July 1, 2023, Hamilton Re has committed to an investment in TS Hamilton Fund in an amount up to the lesser of (i) $1.8 billion or (ii) 60% of Hamilton Group's net tangible assets (previously equal to a minimum of 95% of the consolidated net tangible assets of Hamilton Group). TS Hamilton Fund has engaged Two Sigma Investments, LP ("Two Sigma"), a related party Delaware limited partnership, to serve as its investment manager. Two Sigma is a United States Securities and Exchange Commission registered investment adviser specializing in quantitative analysis (see Note 3, Investmentsfor further details).
Unconsolidated Related Parties
Ada Re is a special purpose insurer funded by third party investors and formed to provide fully collateralized reinsurance and retrocession to both Hamilton Group and third-party cedants.
Easton Re has issued an industry loss index-triggered catastrophe bond that provides the Company's operating platforms with multi-year risk transfer capacity to protect against named storm risk in the United States and earthquake risk in the United States and Canada. See Note 7, Reinsurance, for further details.
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Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies
There have been no material changes to the Company's significant accounting policies as described in its Annual Report on Form 10-K for the year ended December 31, 2023, (the "Form 10-K"), except as described below.
a.Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and Article 10 of Regulation S-X, for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In addition, the year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, these unaudited condensed consolidated 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.
These financial statements include the accounts of Hamilton Group, Hamilton Re, Hamilton U.K. Holdings Limited, Hamilton Select, HMGA Americas, ACML, and TS Hamilton Fund (collectively the "Company"). All significant intercompany transactions and balances have been eliminated on consolidation. Certain comparative information has been reclassified to conform to the current year presentation.
b.Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The major estimates recorded in the Company's financial statements include, but are not limited to, premiums written, provisions for estimated future credit losses, the reserve for losses and loss adjustment expenses and the fair value of investments.
c.Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07 Segment Reporting, which enhances the qualitative and quantitative disclosures related to reportable segments. The guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. This guidance will not have a material impact on the Company's results of operations, financial position, or cash flows.
In December 2023, the FASB issued ASU 2023-09 Income Taxes, which enhances the quantitative annual disclosures related to tax rate reconciliations and income taxes paid and requires additional qualitative discussion of applicable tax jurisdictions and the nature of certain reconciling items. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. This guidance will not have a material impact on the Company's results of operations, financial position, or cash flows.
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Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
3. Investments
Fixed Maturity and Short-Term Investments - Trading
The Company's fixed maturity and short-term investments are as follows:
September 30, 2024
($ in thousands)
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Fixed maturities:
U.S. government treasuries $ 761,334 $ 9,273 $ (5,679) $ 764,928
U.S. states, territories and municipalities 13,528 114 (175) 13,467
Non-U.S. sovereign governments and supranationals 74,679 3,029 (532) 77,176
Corporate 1,118,605 24,677 (9,485) 1,133,797
Residential mortgage-backed securities - Agency 258,788 3,069 (10,343) 251,514
Residential mortgage-backed securities - Non-agency 5,790 109 (540) 5,359
Commercial mortgage-backed securities - Non-agency 33,189 535 (615) 33,109
Other asset-backed securities 40,255 660 (81) 40,834
Total fixed maturities 2,306,168 41,466 (27,450) 2,320,184
Short-term investments
506,244 1,709 (6) 507,947
Total $ 2,812,412 $ 43,175 $ (27,456) $ 2,828,131
December 31, 2023
($ in thousands)
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Fixed maturities:
U.S. government treasuries $ 717,134 $ 5,137 $ (14,021) $ 708,250
U.S. states, territories and municipalities 4,656 - (286) 4,370
Non-U.S. sovereign governments and supranationals 55,662 2,175 (1,591) 56,246
Corporate 877,493 8,443 (22,060) 863,876
Residential mortgage-backed securities - Agency 180,661 435 (12,583) 168,513
Residential mortgage-backed securities - Non-agency 5,639 16 (671) 4,984
Commercial mortgage-backed securities - Non-agency 11,473 - (1,050) 10,423
Other asset-backed securities 14,781 20 (195) 14,606
Total fixed maturities 1,867,499 16,226 (52,457) 1,831,268
Short-term investments
427,437 1,441 - 428,878
Total
$ 2,294,936 $ 17,667 $ (52,457) $ 2,260,146
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Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
Contractual Maturities Summary
The following table presents contractual maturities of fixed maturity securities. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
September 30, 2024
($ in thousands)
Amortized Cost Fair Value
Due less than one year
$ 149,305 $ 148,136
Due after one through five years
1,590,516 1,607,936
Due after five through ten years
224,518 229,859
Due after ten years
3,807 3,437
Mortgage-backed securities
297,767 289,982
Asset-backed securities
40,255 40,834
Total
$ 2,306,168 $ 2,320,184
Investments in Two Sigma Funds
The Company's investments in Two Sigma Funds are as follows:
September 30, 2024 December 31, 2023
($ in thousands)
Cost Net Unrealized Gains (Losses) Fair Value Cost Net Unrealized Gains (Losses) Fair Value
Two Sigma Futures Portfolio, LLC (FTV)
$ 352,138 $ 7,017 $ 359,155 $ 433,911 $ (38,105) $ 395,806
Two Sigma Spectrum Portfolio, LLC (STV)
337,247 55,581 392,828 193,299 88,228 281,527
Two Sigma Equity Spectrum Portfolio, LLC
(ESTV)
140,221 40,583 180,804 142,981 31,156 174,137
Total
$ 829,606 $ 103,181 $ 932,787 $ 770,191 $ 81,279 $ 851,470
The Company, through its investments in FTV, STV and ESTV, seeks to achieve absolute dollar-denominated returns on a substantial capital base, primarily by combining multiple hedged and leveraged systematic investment strategies with proprietary risk management and execution techniques. These systematic strategies include, but are not limited to, technical and statistically-based, fundamental-based, event-based, market condition-based and spread-based strategies as well as contributor-based and/or sentiment-based strategies and blended strategies. FTV primarily utilizes systematic strategies to gain broad macro exposure to FX, fixed income, equity and credit indices, and commodities, predominantly by trading futures, spots, forwards, options, swaps, cash bonds and exchange traded products. STV primarily utilizes systematic strategies to trade U.S.-listed equity securities and related instruments and derivatives. ESTV primarily utilizes systematic strategies to trade non-U.S.-listed equity securities and related instruments and derivatives. At September 30, 2024, the Company owns an 18.5%, 17.9% and 9.8% interest in each of the FTV, STV and ESTV funds, respectively.
The following table summarizes certain investments of FTV, STV and ESTV where TS Hamilton Fund's proportionate share of the fair value of the investment represents more than 5% of TS Hamilton Fund's members' equity:
September 30, 2024
($ in thousands)
Principal / Shares (1)
Fair
Value (1)
% of Members' Equity
State Street Treasury Obligations Money Market Fund 185,175 $ 185,175 9.9 %
U.S. Treasury Securities, 0.0000% - 4.2500%, due 10/29/2024 - 8/15/2044 2,049,275 $ 2,073,372 110.3 %
State Street Institutional Treasury Plus Money Market Fund 98,599 $ 98,599 5.3 %
U.S. Treasury Securities, 3.5000% - 4.2500%, due 9/30/2026 - 8/15/2054 (852,058) $ (850,202) (45.2) %
(1)Values represent TS Hamilton Fund's proportionate share of the aggregate of FTV, STV and ESTV total holdings.
12
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
Two Sigma and the Managing Member are related parties to the Company as described further in Note 1, Organization. Effective July 1, 2023, a revised investment management agreement with Two Sigma requires TS Hamilton Fund to incur a management fee of 2.5% of the non-managing members' equity in the net asset value of the TS Hamilton Fund per annum (previously 3%). The management fee for the three months ended September 30, 2024 and 2023 was $11.8 million and $10.4 million, respectively, and the management fee for the nine months ended September 30, 2024 and 2023 was $35.0 million and $34.4 million, respectively.
Under the terms of the revised limited liability company agreement between Hamilton Re and the Managing Member, the Managing Member remains entitled to an incentive allocation equal to 30% of TS Hamilton Fund's net profits, subject to high watermark provisions, and adjusted for withdrawals and any incentive allocation to the Managing Member. In the event there is a net loss during a quarter and a net profit during any subsequent quarter, the Managing Member is entitled to a modified incentive allocation whereby the regular incentive allocation will be reduced by 50% until subsequent cumulative net profits are credited in an amount equal to 200% of the previously allocated net losses. The Managing Member is also entitled to receive a revised additional incentive allocation as of the end of each fiscal year (or on any date Hamilton Re withdraws all or a portion of its capital), in an amount equal to 25% of the Excess Profits (previously 20%). "Excess Profits" for any given fiscal year (or other such accounting period) means the net profits over 10% for such fiscal year (previously 15%), net of management fees and expenses and gross of incentive allocations, but only after recouping previously unrecouped net losses. To the extent Hamilton Re contributes capital other than at the beginning of a fiscal year or withdraws capital other than at the end of a fiscal year, the additional incentive allocation hurdle with respect to such capital is prorated. The aggregate incentive allocation (inclusive of the additional incentive allocation) for the three months ended September 30, 2024 and 2023 was $(17.2) million and $9.1 million, respectively, and the aggregate incentive allocation (inclusive of the additional incentive allocation) for the nine months ended September 30, 2024 and 2023 was $172.2 million and $15.1 million, respectively.
Hamilton Re has a commitment with TS Hamilton Fund to maintain an amount up to the lesser of (i) $1.8 billion or
(ii) 60% of Hamilton Insurance Group's net tangible assets in TS Hamilton Fund, such lesser amount, the "Minimum Commitment Amount", for a three-year period (the "Initial Term") and for rolling three-year periods thereafter (each such three-year period the "Commitment Period"), subject to certain circumstances and the liquidity options described below, with the Commitment Period ending on June 30, 2027. The Commitment Period consists of a 3-year rolling term that automatically renews on an annual basis unless Hamilton Re or the Managing Member provide advance notice of non-renewal.
The TS Hamilton Fund generally has two liquidity options, subject to Hamilton Re's minimum investment commitment, which are as follows:
•Monthly liquidity - Subject to certain conditions, Hamilton Re may request a whole or partial withdrawal of its capital account, no later than fifteen days prior to the end of a calendar month, effective as of the last day of such calendar month.
•Daily liquidity - Subject to certain limited circumstances, including the need to meet obligations pursuant to Hamilton Re's underwriting operations, Hamilton Re may request a withdrawal of all or a portion of its capital account upon at least onebusiness day's written notice of such withdrawal request date to the Managing Member.
At its discretion, the Managing Member may permit or require Hamilton Re to withdraw all or any portion of its respective capital account at other times, or waive or reduce certain notice periods, or allow a notice to be revoked. The Managing Member may withdraw all or any portion of its capital account at any time.
13
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)
The components of total net realized and unrealized gains (losses) on investments and net investment income (loss) are as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands)
2024 2023 2024 2023
Net realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments $ 93,711 $ 42,403 $ 382,646 $ 32,363
Change in net unrealized gains (losses) on investments (45,483) 4,940 72,205 69,518
Net realized and unrealized gains (losses) on investments 48,228 47,343 454,851 101,881
Net investment income (loss):
Fixed maturities 22,067 12,208 58,025 31,178
Short-term investments 10 38 50 287
TS Hamilton Fund 3,108 3,121 9,040 13,033
Cash and cash equivalents 4,384 4,029 12,594 8,752
Other 306 (104) 1,473 1,015
Interest and other 29,875 19,292 81,182 54,265
Management fees (12,207) (10,958) (36,640) (35,806)
Other expenses (338) (265) (875) (740)
Net investment income (loss)
17,330 8,069 43,667 17,719
Total net realized and unrealized gains (losses) on investments and net investment income (loss) $ 65,558 $ 55,412 $ 498,518 $ 119,600
Net Realized Gains (Losses) on Investments
The components of net realized gains (losses) on investments are as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands)
2024 2023 2024 2023
Fixed maturities and short-term investments $ 2,769 $ (7,688) $ (1,866) $ (10,796)
TS Hamilton Fund 90,942 50,091 384,228 42,948
Other - - 284 211
Net realized gains (losses) on investments $ 93,711 $ 42,403 $ 382,646 $ 32,363
Net Unrealized Gains (Losses) on Investments
The components of net unrealized gains (losses) on investments are as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands)
2024 2023 2024 2023
Fixed maturities and short-term investments $ 64,903 $ (12,818) $ 50,304 $ (9,800)
TS Hamilton Fund (110,386) 17,758 21,901 79,318
Net unrealized gains (losses) on investments $ (45,483) $ 4,940 $ 72,205 $ 69,518
14
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
Pledged Assets
At September 30, 2024 and December 31, 2023, pledged investments at fair value were comprised of $250.3 million and $232.2 million, respectively, securing a portion of the capital requirements for business written at Lloyd's, $89.1 million and $54.1 million, respectively, held in trust accounts for the benefit of U.S. state regulatory authorities and $32.5 million and $37.2 million respectively, securing other underwriting obligations. In addition, certain investments were pledged as security for letter of credit facilities as described further in Note 10, Debt and Credit Facilities.
At September 30, 2024 and December 31, 2023, restricted cash and cash equivalents balances were comprised of $89.6 million and $97.4 million, respectively, securing other underwriting obligations, $2.7 million and $7.2 million, respectively, securing a portion of the capital requirements for business written at Lloyd's, $1.6 million and $1.5 million, respectively, in trust accounts for the benefit of regulatory authorities, and $Nil and $0.3 million, respectively, of escrow funds.
Total cash and cash equivalents and restricted cash and cash equivalents of $1.1 billion presented in the statement of cash flows was comprised of cash and cash equivalents of $1.0 billion and restricted cash and cash equivalents of $93.9 million on the balance sheet at September 30, 2024. Total cash and cash equivalents and restricted cash and cash equivalents of $900.9 million presented in the statement of cash flows at December 31, 2023 was comprised of cash and cash equivalents of $794.5 million and restricted cash and cash equivalents of $106.4 million on the balance sheet.
4. Fair Value
Financial Instruments Subject to Fair Value Measurements
Accounting guidance over fair value measurements requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the "exit price"). Instruments that the Company owns are marked to bid prices.
Basis of Fair Value Measurements
Fair value measurement accounting guidance also establishes a fair value hierarchy that prioritizes the inputs to the respective valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). An asset or liability's classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The three levels of the fair value hierarchy are:
•Level 1- Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
•Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and
•Level 3- Inputs that are both significant to the fair value measurement and unobservable.
Assets Recorded at Fair Value - Fixed Maturity and Short-term Investments
The following section describes the valuation methodologies used to determine the fair value of the Company's fixed maturity and short-term investments by asset class:
•U.S. government treasuries:fair value based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances and benchmark yields;
•U.S. states, territories and municipalities:fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;
15
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
•Non-U.S. sovereign governments and supranationals:fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads, and then, where applicable, converted to U.S. dollars using an exchange rate from a nationally recognized source;
•Corporate:fair value based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;
•Asset-backed and mortgage-backed securities:fair value based on observable inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields and cash flow models using observable inputs such as prepayment speeds, collateral performance and default spreads; and
•Short-term investments:fair value based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances and benchmark yields.
The following table presents the financial instruments measured at fair value on a recurring basis:
September 30, 2024
($ in thousands)
Level 1 Level 2 Level 3 Total
Fixed maturities:
U.S. government treasuries $ - $ 764,928 $ - $ 764,928
U.S. states, territories and municipalities - 13,467 - 13,467
Non-U.S. sovereign governments and supranationals - 77,176 - 77,176
Corporate - 1,133,797 - 1,133,797
Residential mortgage-backed securities - Agency - 251,514 - 251,514
Residential mortgage-backed securities - Non-agency - 5,359 - 5,359
Commercial mortgage-backed securities - Non-agency - 33,109 - 33,109
Other asset-backed securities - 40,834 - 40,834
Total fixed maturities - 2,320,184 - 2,320,184
Short-term investments - 507,947 - 507,947
Total $ - $ 2,828,131 $ - $ 2,828,131
December 31, 2023
($ in thousands)
Level 1 Level 2 Level 3 Total
Fixed maturities:
U.S. government treasuries $ - $ 708,250 $ - $ 708,250
U.S. states, territories and municipalities - 4,370 - 4,370
Non-U.S. sovereign governments and supranationals - 56,246 - 56,246
Corporate - 863,876 - 863,876
Residential mortgage-backed securities - Agency - 168,513 - 168,513
Residential mortgage-backed securities - Non-agency - 4,984 - 4,984
Commercial mortgage-backed securities - Non-agency - 10,423 - 10,423
Other asset-backed securities - 14,606 - 14,606
Total fixed maturities - 1,831,268 - 1,831,268
Short-term investments - 428,878 - 428,878
Total $ - $ 2,260,146 $ - $ 2,260,146
The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accrued investment income, receivables for investments sold, certain other assets, payables for investments purchased, and certain other liabilities approximate their fair values.
16
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
5. Variable Interest Entities
TS Hamilton Fund
TS Hamilton Fund meets the definition of a variable interest entity ("VIE") principally because the Managing Member does not hold substantive equity at risk in the entity but controls all of the decision making authority over it. Therefore, the Company assessed its ownership in the VIE to determine if it is the primary beneficiary. The Managing Member is a related party to the Company and collectively they hold all of the variable interest. The Company performed an assessment of all relevant facts and circumstances and determined that it is the entity within the related party group for whom substantially all of the activities of the VIE are conducted. As a result, the Company concluded that it is the primary beneficiary of TS Hamilton Fund.
Activity in the non-controlling interest of TS Hamilton Fund was as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands)
2024 2023 2024 2023
Balance - beginning of period
$ 77,275 $ 124 $ 133 $ 119
Withdrawals
- (9,060) (112,313) (15,066)
Equity in earnings
(1) 5 33 10
Incentive allocation
(17,214) 9,060 172,207 15,066
Balance - end of period
$ 60,060 $ 129 $ 60,060 $ 129
The following table presents the total assets and total liabilities of TS Hamilton Fund. Creditors or beneficial interest holders of TS Hamilton Fund have no recourse to the general credit of the Company as the Company's obligation is limited to the amount of its committed investment.
($ in thousands)
September 30,
2024		 December 31,
2023
Assets
Cash and cash equivalents
$ 560,757 $ 479,255
Short-term investments
507,947 428,878
Investments in Two Sigma Funds, at fair value
932,787 851,470
Receivables for investments sold
28,977 41,087
Interest and dividends receivable
1,184 966
Total assets
2,031,652 1,801,656
Liabilities
Accounts payable and accrued expenses
190 191
Withdrawal payable
- 6,480
Payable for investments purchased
151,754 62,440
Total liabilities
151,944 69,111
Total net assets managed by TS Hamilton Fund
$ 1,879,708 $ 1,732,545
17
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
6. Value Appreciation Pool
The Value Appreciation Pool ("VAP") is a long-term incentive compensation plan that rewarded employees with 10% of the increase in the multiple of the Company's estimated fair market value to GAAP shareholders' equity between the December 1, 2020 VAP inception date and the Company's Initial Public Offering on November 10, 2023.
As a then nonpublic company, the VAP was initially measured at intrinsic value and no compensation cost was recorded over the period December 1, 2020 to March 31, 2023. On May 15, 2023, the Company became a public business entity and the VAP was remeasured at fair value. The fair value of the compensation cost was estimated at each reporting date and expensed over the period for which the employee is required to provide services in exchange for the award, with any changes recorded in compensation expense by a cumulative catch-up adjustment.
In the fourth quarter of 2023, the Company consummated an IPO of its Class B common shares and, on November 10, 2023, closed its first day of trading. In accordance with the Compensation Committee's decision that the VAP award would be settled in shares if triggered by an IPO, the VAP became subject to equity award accounting. The VAP RSUs vest in two tranches, subject to continued service: 50% on each of the first and second anniversaries of the November 10, 2023 trigger event. Participants who leave prior to vesting forfeit any previously unsettled portion of their awards.
The Company recorded a compensation expense of $1.9 million and $11.2 million for the three months ended September 30, 2024 and 2023, respectively. The Company recorded a compensation expense of $7.5 million and $15.6 million for the nine months ended September 30, 2024 and 2023, respectively. Of the total expense recognized for the nine months ended September 30, 2023, $4.2 million was recorded as an adjustment to retained earnings in "Share compensation expense" in the second quarter of 2023.
See Note 13. Stock Incentive Plansin the audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2023 for further details.
7. Reinsurance
The Company purchases reinsurance and other protection to manage its risk portfolio and to reduce its exposure to large losses. The Company currently has in place contracts that provide for recovery of a portion of certain loss and loss adjustment expenses, generally in excess of various retentions or on a proportional basis. Amounts recoverable under reinsurance contracts are recorded as assets. The Company remains liable to the extent that any reinsurance company fails to meet its obligations.
Allowance for Expected Credit Losses
Premiums receivable, paid losses recoverable, and unpaid losses and loss adjustment expenses recoverable comprise the Company's most significant credit exposures not carried at fair value. The Company has not historically experienced significant credit losses. In determining an allowance for these assets, the Company considers historical information in combination with counterparty financial strength ratings and the extent to which balances are collateralized. The Company assesses the risk of future default by evaluating current market conditions for the likelihood of default and calculates its provision for current expected credit losses under the probability of default and loss given default methodology.
Premiums Receivable
Premiums receivable are estimated based on policy terms and reports received from the underlying counterparties, supplemented by management's judgment. Due to the nature of the (re)insurance business, the Company routinely receives reports and premiums subsequent to the inception of the coverage period. At September 30, 2024, the Company's premiums receivable balance, net of credit provisions of $2.0 million, was $885.7 million. At December 31, 2023, the Company's premiums receivable balance, net of credit provisions of $3.0 million, was $658.4 million.
18
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
The following table provides a roll forward of the provision for current expected credit losses of the Company's premiums receivable:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2024 2023 2024 2023
Beginning balance $ 1,962 $ 3,098 $ 3,000 $ 2,856
Increase (decrease) in allowance 46 (356) (992) (114)
Ending balance $ 2,008 $ 2,742 $ 2,008 $ 2,742
Reinsurance Balances Recoverable
Reinsurance balances recoverable is comprised of amounts due from reinsurers based on the claim liabilities associated with the reinsured policy. The Company accrues amounts due from reinsurers based on estimated ultimate contract losses. At September 30, 2024, the Company's paid and unpaid reinsurance recoverable balances net of credit provisions were $146.0 million and $1.2 billion, respectively, with a total corresponding provision for current expected credit losses of $0.8 million. At December 31, 2023, the Company's paid and unpaid reinsurance recoverable balances net of credit provisions were $145.2 million and $1.2 billion, respectively, with a total corresponding provision for current expected credit losses of $0.7 million.
The following table provides a roll forward of the provision for current expected credit losses of the Company's reinsurance recoverable:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2024 2023 2024 2023
Beginning balance $ 755 $ 820 $ 687 $ 777
Increase (decrease) in allowance 78 (129) 146 (86)
Ending balance $ 833 $ 691 $ 833 $ 691
The distribution of the Company's paid losses recoverable and unpaid losses and loss adjustment expenses recoverable as categorized by major rating agencies were as follows:
Classification
September 30,
2024		 December 31,
2023
Collateralized
24.9 % 28.5 %
A- or better
74.9 % 71.0 %
Below A-
0.2 % 0.5 %
Total
100.0 % 100.0 %
At September 30, 2024 and December 31, 2023, the three largest balances by reinsurer accounted for 24%, 21% and 13%, and 27%, 20% and 12%, respectively, of paid losses recoverable and unpaid losses and loss adjustment expenses recoverable.
19
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
Loss Portfolio Transfer
On February 6, 2020, the Company entered into a loss portfolio transfer agreement (the "LPT"), under which the insurance liabilities arising from certain casualty risks for the Lloyd's Years of Account ("YOA") 2016, 2017 and 2018 were retroceded to a third party in exchange for total premium of $72.1 million. This transaction was accounted for as retroactive reinsurance under which cumulative ceded losses exceeding the LPT premium are recognized as a deferred gain liability and amortized into income over the settlement period of the ceded reserves in proportion to cumulative losses collected over the estimated ultimate reinsurance recoverable. The amount of the deferral is recalculated each reporting period based on updated ultimate loss estimates. Consequently, cumulative adverse development subsequent to the signing of the LPT may result in significant losses from operations until periods when the deferred gain is recognized as a benefit to earnings.
At September 30, 2024 and December 31, 2023, the balance of reinsurance recoverable on unpaid losses due under this LPT was $44.2 million and $49.8 million, respectively. Amortization of the deferred gain was an expense of $0.6 million and $0.9 million during the three months ended September 30, 2024 and 2023, respectively, and income of $1.3 million and $2.5 million during the nine months ended September 30, 2024 and 2023, respectively, which was recorded through losses and loss adjustment expenses in accordance with the actual loss payments and updated estimates of ultimate losses of the subject business.
Catastrophe Bond Reinsurance
In December 2023, Hamilton Group sponsored an industry loss index-triggered catastrophe bond through the issuance of Series 2024-1 Class A Principal-at-Risk Variable Rate Notes by Bermuda-domiciled Easton Re Ltd. ("Easton Re"), which provide the Company's operating platforms with multi-year risk transfer capacity of $200 million to protect against named storm risk in the United States and earthquake risk in the United States and Canada. The risk period for Easton Re is from January 1, 2024 to December 31, 2026. The Company recorded reinsurance premiums ceded of $Nil and $14.6 million during the three and nine months ended September 30, 2024, respectively.
In December 2020, Hamilton Group sponsored an industry loss index-triggered catastrophe bond through the issuance of Series 2020-1 Class A Principal-at-Risk Variable Rate Notes by Singapore-domiciled Easton Re Pte, Ltd. (also "Easton Re"). Easton Re provided the Company's operating platforms with multi-year risk transfer capacity of $150 million to protect against named storm and earthquake risk in the United States. The risk period for Easton Re was from January 1, 2021 to December 31, 2023. The Company recorded reinsurance premiums ceded of $Nil and $7.2 million during the three and nine months ended September 30, 2023, respectively.
20
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
8. Reserve for Losses and Loss Adjustment Expenses
The following table presents a reconciliation of unpaid losses and loss adjustment expenses ("LAE") for the nine months ended September 30, 2024 and 2023:
Nine Months Ended
September 30,
($ in thousands)
2024 2023
Gross unpaid losses and loss adjustment expenses, beginning of period $ 3,030,037 $ 2,856,275
Reinsurance recoverable on unpaid losses 1,161,077 1,177,863
Net unpaid losses and loss adjustment expenses, beginning of period 1,868,960 1,678,412
Net losses and loss adjustment expenses incurred in respect of losses occurring in:
Current year 726,602 528,457
Prior years (6,124) (8,903)
Total incurred 720,478 519,554
Net losses and loss adjustment expenses paid in respect of losses occurring in:
Current year 24,850 28,521
Prior years 344,992 397,407
Total paid 369,842 425,928
Foreign currency revaluation and other 24,739 19,661
Net unpaid losses and loss adjustment expenses, end of period 2,244,335 1,791,699
Reinsurance recoverable on unpaid losses 1,190,465 1,157,123
Gross unpaid losses and loss adjustment expenses, end of period $ 3,434,800 $ 2,948,822
Net favorable prior year development of $6.1 million for the nine months ended September 30, 2024 was primarily driven by $13.2 million of favorable prior year development on catastrophe losses, partially offset by $7.1 million of unfavorable development on attritional losses. See below for further details:
•Net favorable development of $26.1 million on property contracts, primarily driven by favorable prior year development on catastrophe losses and overall lower than expected claims development across various classes; partially offset by
•Net unfavorable development of $13.2 million on casualty contracts, primarily driven by higher than expected claims development across certain classes and unfavorable development of one specific large loss; and
•Net unfavorable development of $9.5 million on specialty contracts, primarily driven by two specific large losses; and
•In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance, benefited from favorable development in the underlying reserves of $1.4 million and $1.3 million in amortization of the associated deferred gain, for a total net positive earnings impact of $2.7 million.
Net favorable prior year development of $8.9 million for the nine months ended September 30, 2023 was comprised of $4.9 million and $4.0 million of favorable prior year development on catastrophe and attritional losses, respectively. See below for further details:
•Net favorable development of $20.3 million on specialty contracts, driven by lower than expected claims development across various classes; offset by
•Net unfavorable development of $8.8 million on casualty contracts, primarily related to higher than expected claims development across various classes; and
21
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
•Net unfavorable development of $6.6 million on property contracts, primarily driven by higher than expected claims related to Winterstorm Elliot and development on certain attritional claims, including claims arising from exited classes of business; and
•In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance, benefited from $2.5 million in amortization of the associated deferred gain, which, in addition to favorable development in the underlying reserves of $1.5 million, had a total net positive earnings impact of $4.0 million.
Reinsurance recoverable on unpaid losses related to the LPT discussed in Note 7, Reinsurance, was recognized for each of the nine months ended September 30, 2024 and 2023 in the reconciliation of beginning and ending gross and net loss and LAE reserves presented above.
Acquisition Costs
The Company amortized acquisition costs of $102.2 million and $78.5 million for the three months ended September 30, 2024 and 2023, respectively, and $283.1 million and $220.5 million for the nine months ended September 30, 2024 and 2023, respectively.
Hurricane Helene
On September 26, 2024, Hurricane Helene made landfall near the Big Bend region of Florida before traveling inland across the southeastern U.S. and dissipating over Tennessee on September 29, 2024. The level of uncertainty within the Company's loss estimates for Hurricane Helene is increased by the fact that this event occurred in the final days of the fiscal quarter. As at September 30, 2024 and December 31, 2023, our net recorded reserves relating to Hurricane Helene totaled $33.9 million and $Nil, respectively.
Baltimore Bridge
Our net reserves for losses and loss adjustment expenses related to the Francis Scott Key Baltimore Bridge collapse on March 26, 2024 are also subject to significant uncertainty. As at September 30, 2024 and December 31, 2023, our recorded reserves totaled $37.9 million and $Nil, respectively.
Ukraine Conflict
Our net reserves for losses and loss adjustment expenses related to the ongoing Ukraine conflict are also subject to significant uncertainty. As at September 30, 2024 and December 31, 2023, our recorded reserves totaled $63.7 million and $64.9 million, respectively.
Covid-19
Our Covid-19 losses are also subject to significant uncertainty. As at September 30, 2024 and December 31, 2023, our net recorded reserves relating to Covid-19 totaled $15.6 million and $14.1 million, respectively.
While the Company believes, based on current facts and circumstances, that its estimates of net reserves for losses and loss adjustment expenses are adequate for losses and loss adjustment expenses that have been incurred at September 30, 2024, the Company will continue to monitor its assumptions as new information becomes available and will adjust its estimate of net reserves for losses and loss adjustment expenses as appropriate. Actual ultimate losses for these events may differ materially from the Company's current estimates.
22
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
9. Segment Reporting
The Company has determined its reportable business segments based on the information used by management in assessing performance and allocating resources to underwriting operations and has identified two reportable business segments - International and Bermuda. Each of the Company's identified reportable segments has a Chief Executive Officer who is responsible for the overall profitability of their segment and who regularly reports and is directly accountable to the chief operating decision maker: the Chief Executive Officer of the consolidated group.
The Company evaluates the performance of reportable segments based on their respective underwriting income or loss. Underwriting income or loss is calculated as net premiums earned less losses and loss adjustment expenses, acquisition costs, and other underwriting expenses, net of third party fee income. General and administrative expenses not incurred by the reportable segments are included in corporate and other expenses as part of the reconciliation of net underwriting income or loss to net income or loss attributable to common shareholders. As the Company does not manage its assets by reportable segment, investment income and assets are not allocated to reportable segments.
The Company's core business is underwriting and its underwriting results are reflected in its reportable segments: (1) International, which is comprised of property, casualty and specialty insurance and reinsurance classes of business originating from the Company's London, Dublin, and Hamilton Select operations; and (2) Bermuda, which is comprised of property, casualty and specialty insurance and reinsurance classes of business originating from Hamilton Re, Bermuda and Hamilton Re US and subsidiaries. The Company considers many factors, including the nature of each segment's products, client types, production sources, distribution methods and the regulatory environment, in determining the aggregated operating segments.
Corporate includes net realized and unrealized gains (losses) on investments, net investment income (loss), other income (loss) not incurred by the reportable segments, net foreign exchange gains (losses), general and administrative expenses not incurred by the reportable segments, amortization of intangible assets, interest expense, and income tax expense (benefit).
23
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
($ in thousands)
Three Months Ended September 30, 2024 International Bermuda Corporate Total
Gross premiums written $ 325,525 $ 227,876 $ - $ 553,401
Net premiums written $ 268,106 $ 209,790 $ - $ 477,896
Net premiums earned $ 225,244 $ 223,551 $ - $ 448,795
Third party fee income 4,170 294 - 4,464
Losses and loss adjustment expenses 130,135 143,497 - 273,632
Acquisition costs 59,713 42,488 - 102,201
Other underwriting expenses 34,143 14,189 - 48,332
Underwriting income (loss) $ 5,423 $ 23,671 $ - $ 29,094
Net realized and unrealized gains (losses) on investments 48,228 48,228
Net investment income (loss) 17,330 17,330
Net foreign exchange gains (losses) (5,973) (5,973)
Corporate expenses (14,060) (14,060)
Amortization of intangible assets (5,204) (5,204)
Interest expense (5,351) (5,351)
Income (loss) before income tax 64,064
Income tax (expense) benefit (3,029) (3,029)
Net income (loss) 61,035
Net income (loss) attributable to non-controlling interest (17,215) (17,215)
Net income (loss) attributable to common shareholders $ 78,250
Key Ratios
Attritional loss ratio - current year 55.3 % 51.0 % 53.2 %
Attritional loss ratio - prior year development (1.5) % 0.0 % (0.7) %
Catastrophe loss ratio - current year 6.4 % 16.7 % 11.5 %
Catastrophe loss ratio - prior year development (2.4) % (3.5) % (3.0) %
Loss and loss adjustment expense ratio 57.8 % 64.2 % 61.0 %
Acquisition cost ratio 26.5 % 19.0 % 22.8 %
Other underwriting expense ratio 13.3 % 6.2 % 9.8 %
Combined ratio 97.6 % 89.4 % 93.6 %
24
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
($ in thousands)
Three Months Ended September 30, 2023 International Bermuda Corporate Total
Gross premiums written $ 307,140 $ 166,983 $ - $ 474,123
Net premiums written $ 234,621 $ 148,945 $ - $ 383,566
Net premiums earned $ 178,632 $ 158,404 $ - $ 337,036
Third party fee income 2,115 186 - 2,301
Losses and loss adjustment expenses 97,820 93,757 - 191,577
Acquisition costs 47,236 31,301 - 78,537
Other underwriting expenses 31,634 12,723 - 44,357
Underwriting income (loss) $ 4,057 $ 20,809 $ - $ 24,866
Net realized and unrealized gains (losses) on investments 47,343 47,343
Net investment income (loss) 8,069 8,069
Other income (loss), excluding third party fee income 85 85
Net foreign exchange gains (losses) 1,432 1,432
Corporate expenses (18,678) (18,678)
Amortization of intangible assets (2,794) (2,794)
Interest expense (5,288) (5,288)
Income (loss) before income tax 55,035
Income tax (expense) benefit (2,387) (2,387)
Net income (loss) 52,648
Net income (loss) attributable to non-controlling interest 9,065 9,065
Net income (loss) attributable to common shareholders $ 43,583
Key Ratios
Attritional loss ratio - current year 54.6 % 55.1 % 54.8 %
Attritional loss ratio - prior year development (5.3) % 5.7 % (0.1) %
Catastrophe loss ratio - current year 5.1 % 2.6 % 3.9 %
Catastrophe loss ratio - prior year development 0.4 % (4.2) % (1.8) %
Loss and loss adjustment expense ratio 54.8 % 59.2 % 56.8 %
Acquisition cost ratio 26.4 % 19.8 % 23.3 %
Other underwriting expense ratio 16.5 % 7.9 % 12.5 %
Combined ratio 97.7 % 86.9 % 92.6 %
25
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
($ in thousands)
Nine Months Ended September 30, 2024 International Bermuda Corporate Total
Gross premiums written $ 957,981 $ 920,664 $ - $ 1,878,645
Net premiums written $ 687,444 $ 780,399 $ - $ 1,467,843
Net premiums earned $ 637,700 $ 615,162 $ - $ 1,252,862
Third party fee income 11,557 6,377 - 17,934
Losses and loss adjustment expenses 359,181 361,297 - 720,478
Acquisition costs 160,589 122,470 - 283,059
Other underwriting expenses 99,317 41,022 - 140,339
Underwriting income (loss) $ 30,170 $ 96,750 $ - $ 126,920
Net realized and unrealized gains (losses) on investments 454,851 454,851
Net investment income (loss) 43,667 43,667
Net foreign exchange gains (losses) (9,883) (9,883)
Corporate expenses (41,825) (41,825)
Amortization of intangible assets (11,773) (11,773)
Interest expense (17,090) (17,090)
Income (loss) before income tax 544,867
Income tax (expense) benefit (6,118) (6,118)
Net income (loss) 538,749
Net income (loss) attributable to non-controlling interest 172,240 172,240
Net income (loss) attributable to common shareholders $ 366,509
Key Ratios
Attritional loss ratio - current year 54.6 % 53.1 % 53.9 %
Attritional loss ratio - prior year development 0.3 % 0.8 % 0.6 %
Catastrophe loss ratio - current year 2.2 % 6.1 % 4.1 %
Catastrophe loss ratio - prior year development (0.8) % (1.3) % (1.1) %
Loss and loss adjustment expense ratio 56.3 % 58.7 % 57.5 %
Acquisition cost ratio 25.2 % 19.9 % 22.6 %
Other underwriting expense ratio 13.8 % 5.6 % 9.8 %
Combined ratio 95.3 % 84.2 % 89.9 %
26
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
($ in thousands)
Nine Months Ended September 30, 2023 International Bermuda Corporate Total
Gross premiums written $ 832,049 $ 685,198 $ - $ 1,517,247
Net premiums written $ 553,687 $ 563,085 $ - $ 1,116,772
Net premiums earned $ 504,784 $ 447,614 $ - $ 952,398
Third party fee income 7,417 336 - 7,753
Losses and loss adjustment expenses 255,787 263,767 - 519,554
Acquisition costs 131,688 88,844 - 220,532
Other underwriting expenses 89,635 36,607 - 126,242
Underwriting income (loss) $ 35,091 $ 58,732 $ - $ 93,823
Net realized and unrealized gains (losses) on investments 101,881 101,881
Net investment income (loss) 17,719 17,719
Other income (loss), excluding third party fee income 85 85
Net foreign exchange gains (losses) (3,953) (3,953)
Corporate expenses (31,833) (31,833)
Amortization of intangible assets (7,869) (7,869)
Interest expense (16,007) (16,007)
Income (loss) before income tax 153,846
Income tax (expense) benefit (6,908) (6,908)
Net income (loss) 146,938
Net income (loss) attributable to non-controlling interest 15,076 15,076
Net income (loss) attributable to common shareholders $ 131,862
Key Ratios
Attritional loss ratio - current year 52.6 % 50.8 % 51.8 %
Attritional loss ratio - prior year development (4.3) % 4.0 % (0.4) %
Catastrophe loss ratio - current year 2.2 % 5.4 % 3.7 %
Catastrophe loss ratio - prior year development 0.2 % (1.3) % (0.5) %
Loss and loss adjustment expense ratio 50.7 % 58.9 % 54.6 %
Acquisition cost ratio 26.1 % 19.8 % 23.2 %
Other underwriting expense ratio 16.3 % 8.1 % 12.4 %
Combined ratio 93.1 % 86.8 % 90.2 %
The following table presents gross premiums written by the geographical location of the Company's subsidiaries:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2024 2023 2024 2023
International
Lloyd's of London $ 192,380 $ 189,155 $ 590,339 $ 507,326
Ireland 99,650 96,272 283,776 271,002
U.S. 33,495 21,713 83,866 53,721
Total International 325,525 307,140 957,981 832,049
Bermuda 227,876 166,983 920,664 685,198
Total $ 553,401 $ 474,123 $ 1,878,645 $ 1,517,247
27
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
10. Debt and Credit Facilities
Debt
On June 23, 2022, Hamilton Group renewed its unsecured $150 million term loan credit arrangement, as amended from time to time (the "Facility"), with various lenders as arranged by Wells Fargo Securities, LLC. All or a portion of the loan issued under the Facility bears interest at either (a) the Base Rate plus the Applicable Margin or (b) the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus the Applicable Margin, at Hamilton Group's discretion. In the event of default, an additional 2% interest in excess of (a) or (b) will be levied, not to exceed the highest rate permissible under applicable law, and certain types of loans may not be available for borrowing by Hamilton Group under the Facility. The Facility matures on June 23, 2025, unless accelerated pursuant to the terms of the Facility, and it contains usual and customary representations, warranties, conditions and covenants for bank loan facilities of this type. The Facility also contains certain financial covenants which cap the ratio of consolidated debt to capital and require that Hamilton Group maintain a certain minimum consolidated net worth. The net worth requirement is recalculated effective as of the end of each fiscal quarter. As at September 30, 2024, the Company was in compliance with all covenants.
The following table presents the gross outstanding loan balance, loan fair value and unamortized loan issuance costs:
($ in thousands) September 30,
2024		 December 31,
2023
Outstanding loan balance $ 150,000 $ 150,000
Loan fair value 150,623 150,981
Unamortized loan issuance costs $ 84 $ 170
Debt issuance costs are amortized over the period during which the Facility is outstanding, as an offset to net investment income (loss). The Company amortized debt issuance costs of less than $0.1 million in each of the three and nine months ended September 30, 2024 and 2023. The Company's debt is classified as Level 3 within the fair value hierarchy because it is valued using an income approach, which utilizes a discounted cash flow technique that considers the credit profile of the Company.
Credit Facilities
The Company has several available letter of credit facilities and a revolving loan facility provided by commercial banks. The letter of credit facilities are utilized to provide collateral to reinsureds of Hamilton Re and its affiliates to the extent required under insurance and reinsurance agreements and to support capital requirements at Lloyd's.
On December 5, 2018 and December 27, 2018, Hamilton Re entered into a Master Agreement for Issuance of Payment Instruments and a Facility Letter for Issuance of Payment Instruments respectively, with CitiBank Europe Plc ("CitiBank Europe"), under which CitiBank Europe agreed to provide an uncommitted secured letter of credit facility for the issuance of standby letters of credit or similar instruments in multiple currencies. On August 8, 2023, letter of credit capacity under this facility was increased to $200 million. At all times during which it is a party to the facility, Hamilton Re is obligated to pledge to CitiBank Europe cash and/or securities with a value that equals or exceeds the aggregate face amount of its then-outstanding letters of credit. The Master Agreement contains events of default customary for facilities of this type. In the facility letter, Hamilton Re makes representations and warranties that are customary for facilities of this type and agrees that it will comply with certain informational and other undertakings.
28
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
On June 23, 2022, Hamilton Group and Hamilton Re amended and restated their unsecured credit agreement with a syndication of lenders (the "Unsecured Facility"). Under the Unsecured Facility, the lenders have agreed to provide up to an aggregate of $415 million of letter of credit capacity for Hamilton Re, up to $150 million of which may be utilized for revolving loans to be issued to Hamilton Group. At September 30, 2024, there were no loan amounts outstanding under this facility. Margin rates reflect contractually agreed rates, which are based on Hamilton Re's current Financial Strength Rating as assigned by A.M. Best. As of April 30, 2024, letters of credit issued under the facility bear interest at a rate of 137.5 basis points (previously 150 basis points), while revolving loans if issued are subject to a fee of SOFR plus a margin of 162.5 basis points (previously 185 basis points). To the extent such loans are issued, the available letter of credit capacity shall decrease proportionally, such that the aggregate credit exposure for the lenders under the credit agreement is $415 million. Amounts unutilized under the facility are subject to a fee of 17.5 basis points (previously 22.5 basis points). Capacity is provided by Wells Fargo, National Association, Truist Bank, BMO Harris Bank N.A., Commerzbank AG, New York Branch, HSBC Bank USA, N.A., and Barclays Bank PLC. Unless renewed or otherwise terminated in accordance with its terms, the Unsecured Facility is scheduled to terminate on June 23, 2025.
On August 12, 2024, Hamilton Re and HIDAC amended their committed letter of credit facility agreement with Bank of Montreal ("BMO"), with Hamilton Group as guarantor, under which BMO agreed to make available a secured letter of credit facility of $50 million for a term that will expire on August 13, 2025. The facility bears a fee of 40 basis points for letters of credit issued and 15 basis points on any unutilized portion of the facility.
Effective October 25, 2024, Hamilton Re amended its letter of credit facility agreement with UBS AG ("UBS") under which UBS and certain of its affiliates agreed to make available to Hamilton Re a secured letter of credit facility of $100 million for a term that will expire on October 25, 2025. The facility bears a fee of 140 basis points on the total available capacity.
In addition, on October 28, 2024, Hamilton Re amended the unsecured letter of credit facility agreement that it utilizes to provide Funds at Lloyd's ("FAL") ("FAL LOC Facility") to support the FAL requirements of Syndicate 4000. Capacity is provided by Barclays Bank PLC, ING Bank N.V., London Branch, and Bank of Montreal, London Branch. The FAL LOC Facility of $230 million was renewed for an additional one year term that expires on October 28, 2025. The facility bears a fee of 162.5 basis points on the borrowed amount.
The Company's obligations under its credit facilities require Hamilton Group, Hamilton Re and the other parties thereto to comply with various financial and reporting covenants. All applicable entities were in compliance with all such covenants at September 30, 2024.
Certain of the Company's credit facilities are secured by pledged interests in the TS Hamilton Fund, the Company's fixed income security portfolio, or cash. The Company's credit facilities and associated securities pledged, were as follows:
($ in thousands)
September 30,
2024
Available letter of credit and revolving loan facilities - commitments
$ 995,000
Available letter of credit and revolving loan facilities - in use
746,786
Security pledged under letter of credit and revolving loan facilities:
Pledged interests in TS Hamilton Fund
$ 229,376
Pledged interests in fixed income portfolio
258,701
Cash 5,271
The Company has recognized interest expense related to the above debt and credit facilities of $5.4 million and $5.3 million for the three months ended September 30, 2024 and 2023, respectively, and $17.1 million and $16.0 million for the nine months ended September 30, 2024 and 2023, respectively.
29
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
11. Share Capital
Authorized and Issued
Hamilton Group's share capital is comprised as follows:
($ in thousands, except share information)
Authorized:
Common shares of $0.01 par value each (2024 and 2023: 150,000,000)
Issued, outstanding and fully paid: September 30,
2024		 December 31,
2023
Class A common shares (2024: 17,820,078 and 2023: 28,644,807)
$ 178 $ 286
Class B common shares (2024: 63,668,995 and 2023: 56,036,067)
637 560
Class C common shares (2024: 19,903,649 and 2023: 25,544,229)
199 255
Total $ 1,014 $ 1,101
The following is a summary of the activity related to common shares authorized:
Class A Class B Class C Unclassified Total
Balance - June 30, 2024 28,644,807 72,837,352 25,044,229 23,473,612 150,000,000
Share class conversions (1,700,000) 6,840,580 (5,140,580) - -
Balance - September 30, 2024 26,944,807 79,677,932 19,903,649 23,473,612 150,000,000
Class A Class B Class C Unclassified Total
Balance - June 30, 2023 53,993,690 50,480,684 30,525,626 - 135,000,000
Increase in authorized share capital - 15,000,000 - - 15,000,000
Balance - September 30, 2023 53,993,690 65,480,684 30,525,626 - 150,000,000
Class A Class B Class C Unclassified Total
Balance - December 31, 2023 28,644,807 72,337,352 25,544,229 23,473,612 150,000,000
Share class conversions (1,700,000) 7,340,580 (5,640,580) - -
Balance - September 30, 2024 26,944,807 79,677,932 19,903,649 23,473,612 150,000,000
Class A Class B Class C Unclassified Total
Balance - December 31, 2022 53,993,690 50,480,684 30,525,626 - 135,000,000
Increase in authorized share capital - 15,000,000 - - 15,000,000
Balance - September 30, 2023 53,993,690 65,480,684 30,525,626 - 150,000,000
30
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
The following is a summary of the activity related to common shares issued and outstanding:
Class A Class B Class C Total
Balance - June 30, 2024 19,520,078 57,358,464 25,044,229 101,922,771
Share class conversions (1,700,000) 6,840,580 (5,140,580) -
Share repurchases - (530,049) - (530,049)
Balance - September 30, 2024 17,820,078 63,668,995 19,903,649 101,392,722
Class A Class B Class C Total
Balance - June 30, 2023 30,520,078 42,638,190 30,525,626 103,683,894
Director share awards granted - 20,112 - 20,112
Balance - September 30, 2023 30,520,078 42,658,302 30,525,626 103,704,006
Class A Class B Class C Total
Balance - December 31, 2023 28,644,807 56,036,067 25,544,229 110,225,103
Share class conversions (1,700,000) 7,340,580 (5,640,580) -
Vesting of awards - 761,261 - 761,261
Exercise of warrants - 245,779 - 245,779
Director share awards granted - 20,383 - 20,383
Share repurchases (9,124,729) (735,075) - (9,859,804)
Balance - September 30, 2024 17,820,078 63,668,995 19,903,649 101,392,722
Class A Class B Class C Total
Balance - December 31, 2022 30,520,078 42,042,155 30,525,626 103,087,859
Vesting of awards - 735,013 - 735,013
Director share awards granted - 44,892 - 44,892
Share repurchases - (163,758) - (163,758)
Balance - September 30, 2023 30,520,078 42,658,302 30,525,626 103,704,006
On May 8, 2024, the Company entered into an agreement to repurchase 9.1 million Class A common shares at $12.00 per share (the "Share Repurchase"). The total purchase price was $109.5 million. The common shares purchased by the Company were cancelled following the repurchase transaction.
On August 7, 2024, the Board of Directors authorized a repurchase of the Company's common shares in the aggregate amount of $150.0 million (the "Authorization"), under which the Company may repurchase shares through open market repurchases and/or privately negotiated transactions. The Authorization will expire when the Company has repurchased the full value of shares authorized, unless terminated earlier by the Board of Directors. In the three months ended September 30, 2024, 0.5 million Class B common shares at an aggregate cost of $10.0 million and an average price of $18.87 per common share were repurchased and cancelled and $140.0 million remained available for purchase under the Authorization.
In general, holders of Class A common shares and Class B common shares have one vote for each common share held while the Class C common shares have no voting rights, except as required by law. However, each holder of Class A common shares and Class B common shares is limited to voting (directly, indirectly or constructively, as determined for U.S. federal income tax purposes) that number of common shares equal to 9.5% of the total combined voting power of all classes of shares of the Company (or, in the case of a class vote by the holders of our Class B common shares, such as in respect of the election or removal of directors other than for directors who are appointed by certain shareholders pursuant to the Shareholders Agreement and our Bye-laws, a maximum of 14.92% of the total combined voting power). In addition, the Board of Directors may limit a shareholder's voting rights when it deems it appropriate to do so to avoid certain material adverse tax, legal or regulatory consequences to the Company or any direct or indirect shareholder or its affiliates.
31
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
The Company Bye-laws provide for the automatic redesignation of shares upon any transfer, whether or not for value, from (i) Class A common shares to Class B common shares and from (ii) Class C common shares to Class B common shares. Upon notice from a Class A Member to the Company that certain Class B common shares are held by a Class A Member or a Permitted Transferee thereof, if so requested by the Class A Member and upon approval by a Simple Majority of the Board, such Class B common shares shall convert automatically into the same number of Class A common shares. The number of authorized and issued Class B common shares shall be reduced by the aggregate number of such issued Class B common shares so converted and the number of authorized and issued Class A common shares shall be correspondingly increased by the same amount. Upon notice from a Class A Member and/or Class B Member to the Company and upon approval by a Simple Majority of the Board, such consent not to be unreasonably withheld or unduly delayed, such Class A common shares and/or Class B common shares shall be redesignated as Class C common shares. In such instance, the authorized and issued number of Class A common shares and/or Class B common shares shall be reduced by the aggregate number of such shares so converted and the number of Class C common shares shall be correspondingly increased by the same amount. Upon notice from a Class C Member to the Company and upon approval of a Simple Majority of the Board, such consent not to be unreasonably withheld or unduly delayed, such Class C common shares shall be redesignated Class B common shares. In such instance, the authorized and issued number of Class C common shares shall be reduced by the aggregate number of such Class C common shares so converted and the number of authorized and issued Class B common shares shall be correspondingly increased by the same amount.
On September 13, 2024, 1.7 million Class A common shares were converted into Class C common shares at the request of the Class A Members and as approved by the Board.
During the three and nine months ended September 30, 2024, 6.8 million and 7.3 million, respectively, Class C common shares were converted into Class B common shares at the request of the respective Class C Members and as approved by the Board.
12. Earnings Per Share
The following table sets forth the computation of basic and diluted income (loss) per common share, respectively:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands, except per share information) 2024 2023 2024 2023
Numerator:
Net income (loss) attributable to common shareholders
$ 78,250 $ 43,583 $ 366,509 $ 131,862
Denominator:
Weighted average common shares outstanding - basic 101,934 103,704 106,240 103,711
Effect of dilutive securities 4,425 1,720 3,986 1,260
Weighted average common shares outstanding - diluted 106,359 105,424 110,226 104,971
Basic income (loss) per share attributable to
common shareholders		 $ 0.77 $ 0.42 $ 3.45 $ 1.27
Diluted income (loss) per share attributable to
common shareholders		 $ 0.74 $ 0.41 $ 3.33 $ 1.26
For each of the three and nine months ended September 30, 2024, there were no common shares available for issuance under share-based compensation plans that were excluded from the calculation of diluted income (loss) per share because the assumed exercise or issuance of such shares would be anti-dilutive.
For each of the three and nine months ended September 30, 2023, there were no common shares available for issuance under share-based compensation plans that were excluded from the calculation of diluted income (loss) per share because the assumed exercise or issuance of such shares would be anti-dilutive.
32
Hamilton Insurance Group, Ltd.
Notes to the Unaudited Condensed Consolidated Financial Statements
13. Subsequent Events
Hurricane Milton
In October 2024, Hurricane Milton made landfall near Siesta Key, Florida, traveling north-east across the state and into the Atlantic Ocean. The Company estimates that losses from Hurricane Milton, net of reinsurance, will be in the range of $30 million to $70 million. The level of uncertainty within the Company's loss estimates for Hurricane Milton is increased by the recent occurrence of the event and the preliminary nature of the information available, among other factors. The estimated losses for this event will be reported in the Company's fourth quarter 2024 financial results.
33
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the "Selected Consolidated Financial Data" and our audited consolidated financial statements and related notes thereto included in the Group's Annual Report on Form 10-K for the year ended December 31, 2023 (the "Form 10-K"). In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management's expectations. Factors that could cause such differences are discussed in the sections entitled "Special Note Regarding Forward-Looking Statements" in this Quarterly Report and "Risk Factors" included in the Form 10-K. We do not undertake any obligation to update any forward-looking statements or other statements we may make in the following discussion or elsewhere in this document even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made.
34
Index To Management's Discussion and Analysis of Financial Condition and Results of Operations
35
Overview
We are a global specialty insurance and reinsurance company founded in Bermuda in 2013, enhanced by data and technology, focused on producing sustainable underwriting profitability and delivering significant shareholder value. We intend to continue growing our diverse book of business by responding to changing market conditions, prudently managing our capital, and driving sustainable shareholder returns.
We harness multiple drivers to create shareholder value, including diverse underwriting operations supported by proprietary technology and a team of over 550 full-time employees, a strong balance sheet, and a unique investment management relationship with Two Sigma. We operate globally, with underwriting operations in Lloyd's, Ireland, Bermuda, and the United States.
We operate three principal underwriting platforms (Hamilton Global Specialty, Hamilton Select and Hamilton Re) that are categorized into two reporting business segments (International and Bermuda):
•International: International consists of business written out of our Lloyd's syndicate and subsidiaries based in the United Kingdom, Ireland, and the United States, and includes the Hamilton Global Specialty and Hamilton Select platforms.
•Hamilton Global Specialty focuses predominantly on commercial specialty and casualty insurance for medium to large-sized accounts and specialty reinsurance products written by Lloyd's Syndicate 4000 and HIDAC. Syndicate 4000, a leading Lloyd's syndicate, generates a significant portion of premium from the U.S. E&S market and has ranked among the most profitable and least volatile syndicates at Lloyd's over the last 10 years.
•Hamilton Select, our recently launched U.S. domestic E&S carrier, writes casualty insurance for small to mid-sized clients in the hard-to-place niche of the U.S. E&S market. We believe it presents meaningful and profitable growth opportunities in the near to long term, further expanding our footprint in the U.S. E&S market.
•Bermuda: Bermuda consists of the Hamilton Re platform, made up of Hamilton Re and Hamilton Re US. Hamilton Re writes property, casualty and specialty reinsurance business on a global basis and also offers high excess Bermuda market specialty insurance products, predominantly for large U.S. commercial risks. Hamilton Re US writes casualty and specialty reinsurance business on a global basis.
We seek to prudently manage our capital with the objective of effectively navigating different market conditions and generating strong underwriting margins throughout all market cycles. Our scaled and diversified platforms and product offerings and our broad industry relationships provide significant opportunity to underwrite our chosen classes of property, casualty and specialty insurance and reinsurance as market opportunities arise. Leveraging our disciplined underwriting approach, balance sheet strength and flexibility, and real-time technology prowess, we can respond dynamically to capture opportunities as markets evolve.
One of our key strategic priorities is sustainable underwriting profitability on the business we write. Our data-driven and disciplined underwriting processes position us to intelligently price and structure our products and our business portfolio. We maintain trusted and long-standing relationships with our clients and brokers, who we believe will continue to provide us with increased access to attractive business.
We see growth opportunities in both the insurance and reinsurance markets in which we operate and intend to pursue disciplined growth across our underwriting platforms. In recent years the E&S market has benefited from a strong rate environment and increased submissions as business has shifted into the non-admitted market from the admitted market. Non-admitted insurers are able to cover unique and hard-to-place risks because they have flexibility of rate and form and can accommodate the unique needs of insureds who are unable to obtain coverage from admitted carriers. We believe the access our three underwriting platforms have to U.S. E&S insurance business will allow us to build a robust and diversified book of business and achieve our profitable growth objectives throughout various market cycles.
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Reinsurance business offers a particularly attractive opportunity given the favorable rating environment and discipline in the market and is expected to accelerate growth opportunities for us in the near term in many areas. A number of factors, including economic and social inflation and continued high interest rates are driving the most favorable market conditions seen in decades. We are a recognized market with deep client and broker relationships and have low counter-party credit concentration with many of our insurance partners, providing ample headroom for us to grow. We are well positioned to deploy capital quickly, efficiently and profitably through writing more reinsurance business, as well as retaining more of our own business.
Our strong, sustainable underwriting operations are complemented by our unique investment portfolio, which consists of the Two Sigma Hamilton Fund ("TS Hamilton Fund" or "TSHF"), and our investment grade fixed income portfolio, which is currently benefiting from strong interest rates. We plan to continue to optimize our investment portfolio through a balanced allocation of invested assets and maintain the flexibility to adjust this allocation as needed. We believe our strategy of disciplined underwriting growth, balanced with our investment platform, will drive our ability to create shareholder value.
We have a unique and long-term investment management relationship with Two Sigma. Founded in 2001, Two Sigma is a premier investment manager with a strong track record, driven by a differentiated application of technology and data science. The TS Hamilton Fund is a dedicated fund-of-one managed by Two Sigma with exposures to certain Two Sigma macro and equity strategies and is designed to provide low-correlated absolute returns, primarily by combining multiple hedged and leveraged systematic investment strategies with proprietary risk management investment optimization and execution techniques. The TS Hamilton Fund invests in a broad set of financial instruments and is primarily focused on liquid strategies in global equity, FX markets, exchange-listed and over the counter options (and their underlying instruments) and other derivatives. This liquidity profile fits well with our business, while also providing the benefit of access to a dedicated fund-of-one.
Two Sigma has broad discretion to allocate invested assets to different opportunities. Its current investments include Two Sigma Futures Portfolio, LLC ("FTV"), Two Sigma Spectrum Portfolio, LLC ("STV") and Two Sigma Equity Spectrum Portfolio, LLC ("ESTV"). The TS Hamilton Fund's trading and investment activities are not limited to these strategies and techniques and the TS Hamilton Fund is permitted to pursue any investment strategy and/or technique that Two Sigma determines in its sole discretion to be appropriate for the TS Hamilton Fund from time to time.
Effects of Inflation
Historically, inflation has not had a material effect on the Company's consolidated results of operations. However, global economic inflation has recently increased and there is a risk that it will remain elevated for an extended period. Inflation is subject to many macroeconomic factors beyond our control, including global banking policy, political risks, and supply chain issues. An inflationary economy may result in higher losses and loss adjustment expenses, negatively impact the performance of our fixed income security investment portfolio, or increase our operating expenses, among other unfavorable effects. The ultimate effects of an inflationary or deflationary period are subject to high uncertainty and cannot be accurately estimated until the actual costs are known.
In the wake of a catastrophe loss there is a risk of specific inflationary pressures in the local economy, which is considered in our catastrophe loss models. Similarly, the Company incorporates the anticipated effects of inflation in our ultimate estimate of the reserves for unpaid losses and loss adjustment expenses on certain long-tail lines of business. As with general economic inflation, the actual effects of inflation on reserves for losses and loss adjustment expenses and results of operations cannot be accurately known until all of the underlying claims are ultimately settled.
Taxes
On December 27, 2023, the Bermuda Government enacted a 15% corporate income tax that will generally become effective for Bermuda domiciled entities on or after January 1, 2025. The legislation defers the effective date until January 1, 2030 for so long as the consolidated group operates in six or fewer jurisdictions, has less than €50 million in tangible assets and none of its Bermuda entities are subject to the Income Inclusion Rule in any other jurisdiction. The act is a response to the OECD Pillar 2 worldwide minimum tax that would otherwise require a top-up tax be paid on Bermuda-sourced income to non-Bermuda jurisdictions such that a 15% minimum effective tax rate is achieved for Hamilton Group's Bermuda entities. Hamilton Group expects to be exempt from the worldwide minimum tax until January 1, 2030, pursuant to an exemption similar to that available in Bermuda. The act includes a provision referred to as the economic transition adjustment, which is intended to provide a fair and equitable transition into the tax regime, and, as a result, the Company recorded a deferred tax benefit of $35.1 million in the year ended December 31, 2023.
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Summary of Critical Accounting Estimates
Our critical accounting estimates include "Reserve for Losses and Loss Adjustment Expenses", "Premiums Written and Earned", "Ceded Reinsurance and Unpaid Losses and Loss Adjustment Expenses Recoverable", and "Fair Value of Investments" and are discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations in the Group's Form 10-K for the year ended December 31, 2023. There have been no material changes to our critical accounting estimates as disclosed in the Form 10-K for the year ended December 31, 2023.
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Summary Results of Operations
Consolidated Results of Operations
The following is a comparison of selected data for our consolidated results of operations:
Three Months Ended
September 30,
($ in thousands, except per share amounts) 2024 2023
Gross premiums written $ 553,401 $ 474,123
Net premiums written $ 477,896 $ 383,566
Net premiums earned $ 448,795 $ 337,036
Third party fee income(1)
4,464 2,301
Claims and Expenses
Losses and loss adjustment expenses 273,632 191,577
Acquisition costs 102,201 78,537
Other underwriting expenses(2)
48,332 44,357
Underwriting income (loss)(3)
29,094 24,866
Net realized and unrealized gains (losses) on investments 48,228 47,343
Net investment income (loss)(4)
17,330 8,069
Total net realized and unrealized gains (losses) on
investments and net investment income (loss)
65,558 55,412
Other income (loss), excluding third party fee income(1)
- 85
Net foreign exchange gains (losses) (5,973) 1,432
Corporate expenses(2)
14,060 18,678
Amortization of intangible assets 5,204 2,794
Interest expense 5,351 5,288
Income tax expense (benefit) 3,029 2,387
Net income (loss) 61,035 52,648
Net income (loss) attributable to non-controlling interest(5)
(17,215) 9,065
Net income (loss) attributable to common shareholders $ 78,250 $ 43,583
Diluted income (loss) per share attributable to common shareholders $ 0.74 $ 0.41
Key Ratios
Attritional loss ratio - current year 53.2 % 54.8 %
Attritional loss ratio - prior year development (0.7) % (0.1) %
Catastrophe loss ratio - current year 11.5 % 3.9 %
Catastrophe loss ratio - prior year development (3.0) % (1.8) %
Loss and loss adjustment expense ratio 61.0 % 56.8 %
Acquisition cost ratio 22.8 % 23.3 %
Other underwriting expense ratio 9.8 % 12.5 %
Combined ratio 93.6 % 92.6 %
Return on average common shareholders' equity 3.4 % 2.5 %
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The following table summarizes book value per share and balance sheet data:
As at
Book Value September 30,
2024		 June 30,
2024
Tangible book value per common share $ 21.89 $ 21.04
Change in tangible book value per common share 4.0 %
Book value per common share $ 22.82 $ 21.96
Change in book value per common share 3.9 %
Balance Sheet Data
Total assets $ 7,826,547 $ 7,623,103
Total shareholders' equity $ 2,313,626 $ 2,238,547
(1) Third party fee income is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to other income (loss), the most comparable GAAP financial measure, also included other income (loss), excluding third party fee income of $0.1 million or less for each of the three months ended September 30, 2024 and 2023. Refer to 'Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures' for further details.
(2) Other underwriting expenses is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to general and administrative expenses, the most comparable GAAP financial measure, also included corporate expenses of $14.1 million, and $18.7 million for the three months ended September 30, 2024 and 2023, respectively. Refer to 'Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures' for further details.
(3) Underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. Refer to 'Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures' for further details.
(4) Net investment income (loss) is presented net of investment management fees.
(5) Refer to 'Management's Discussion and Analysis of Financial Condition and Results of Operations-Consolidated Results of Operations-Corporate and Other' for further details.
Operating Highlights
The following significant items impacted the consolidated results of operations for the three months ended September 30, 2024 and 2023:
Gross premiums written Gross premiums written were $553.4 million and $474.1 million for the three months ended September 30, 2024 and 2023, respectively. The increase in gross premiums written was primarily driven by our casualty, specialty and property reinsurance and property insurance classes. The increase was a result of new business, increased participations on existing business and a strong rate environment across multiple classes of business.
Underwriting resultsThe combined ratio was 93.6% and 92.6% for the three months ended September 30, 2024 and 2023, respectively. The increase was primarily driven by an increase in the catastrophe loss ratio, partially offset by a decrease in the other underwriting expense ratio, attritional loss ratio and acquisition cost ratio.
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Losses and Loss Adjustment Expenses
For the Three Months Ended
($ in thousands) Current
year		 % of net premiums earned Prior year development % of net premiums earned Losses and loss adjustment expenses % of net premiums earned
September 30, 2024
Attritional losses $ 238,554 53.2 % $ (3,209) (0.7) % $ 235,345 52.5 %
Catastrophe losses 51,699 11.5 % (13,412) (3.0) % 38,287 8.5 %
Total $ 290,253 64.7 % $ (16,621) (3.7) % $ 273,632 61.0 %
September 30, 2023
Attritional losses $ 184,774 54.8 % $ (413) (0.1) % $ 184,361 54.7 %
Catastrophe losses 13,226 3.9 % (6,010) (1.8) % 7,216 2.1 %
Total $ 198,000 58.7 % $ (6,423) (1.9) % $ 191,577 56.8 %
Attritional loss ratio - current yearfor the three months ended September 30, 2024 was 53.2% compared to 54.8% for the three months ended September 30, 2023, a decrease of 1.6 percentage points. The decrease was primarily driven by no large losses for the three months ended September 30, 2024, partially offset by a modest increase in the loss ratio for certain casualty classes as a result of social inflation.
Attritional loss ratio - prior yearfor the three months ended September 30, 2024 was a favorable 0.7% compared to a favorable 0.1% for the three months ended September 30, 2023, a decrease of 0.6 percentage points. The attritional loss ratio - prior year for the three months ended September 30, 2024 was primarily driven by favorable development in property and specialty classes in both our International and Bermuda segments, partially offset by unfavorable development in casualty classes in both our International and Bermuda segments. In addition, casualty business protected by the loss portfolio transfer ("LPT") discussed in Note 7, Reinsurance,recorded a gain of $1.1 million. The attritional loss ratio - prior year for the three months ended September 30, 2023 in both the International and Bermuda segments was primarily driven by favorable prior year development in specialty classes. This was partially offset by unfavorable development in casualty classes in each of the International and Bermuda segments and property classes in the Bermuda segment.
Catastrophe losses - current year and prior year development were $38.3 million and $7.2 million for the three months ended September 30, 2024 and 2023, respectively. Catastrophe losses for the three months ended September 30, 2024 were driven by Hurricane Helene ($33.9 million), the Calgary hailstorms ($12.3 million), and Hurricane Debby ($5.5 million), partially offset by favorable prior year development of $13.4 million. Catastrophe losses for the three months ended September 30, 2023 were driven by the Hawaii wildfires ($8.4 million), Hurricane Idalia ($6.6 million), the Vermont floods ($5.0 million) and certain smaller wind events ($0.2 million), partially offset by favorable development in respect of the June 2023 severe convective storms ($6.9 million) and favorable prior year development of $6.0 million.
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Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)
Three Months Ended
September 30,
($ in thousands) 2024 2023
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - TSHF(1)
$ (28,291) $ 60,404
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other 93,849 (4,992)
$ 65,558 $ 55,412
Net income (loss) attributable to non-controlling interest - TSHF $ (17,215) $ 9,065
(1) Prior to non-controlling interest performance incentive allocation
Total net realized and unrealized gains (losses) on investments and net investment income (loss)- TSHF, prior to non-controlling interest, returned a loss of $28.3 million and income of $60.4 million for the three months ended September 30, 2024 and 2023, respectively. This includes the fund's returns, net of investment management fees.
Net investment income, net of non-controlling interest - TSHF, returned a loss of $11.1 million and income of $51.3 million for the three months ended September 30, 2024 and 2023, respectively. This includes the fund's returns, net of investment management fees and performance incentive allocations. The aggregate incentive allocation to which the investment manager is entitled is included in "Net income (loss) attributable to non-controlling interests" in our GAAP financial statements.
TS Hamilton Fund produced returns, net of investment management fees and performance incentive allocations, of (0.6)% and 3.1% for the three months ended September 30, 2024 and 2023, respectively.
For the three months ended September 30, 2024, losses in TSHF were led by macroeconomic trading in Two Sigma Futures Portfolio, LLC ("FTV"). Within FTV, losses were experienced in equities, currencies, and fixed income. In single name equities trading, TSHF saw positive contributions from non-U.S. equities within Two Sigma Equity Spectrum Portfolio, LLC ("ESTV"), which were partially offset by losses from U.S. equities within Two Sigma Spectrum Portfolio, LLC ("STV"). Within ESTV, gains were led by Europe, East Asia, and Pan-America, in decreasing order.
For the three months ended September 30, 2023, TSHF generated positive returns in single name equities trading and macroeconomic trading. Gains were led by U.S. single name equities within STV, followed by macroeconomic trading in FTV, and then non-U.S. equities within ESTV. FTV gains primarily related to fixed income securities and commodities, while losses were driven by equities, credit and currencies. In ESTV, trading was profitable in East Asia and Pan-America, but not in Europe or China.
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other, returned income of $93.8 million and a loss of $5.0 million for the three months ended September 30, 2024 and 2023, respectively. Income for the three months ended September 30, 2024 was primarily driven by investment income on higher yielding assets and positive mark-to-market returns as a result of decreasing U.S. treasury interest rates in the period. Losses for the three months ended September 30, 2023 were primarily driven by the negative mark-to-market impact of rising U.S. treasury interest rates and other macroeconomic factors offsetting investment yield.
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Segment Information
We have determined our reportable business segments based on the information used by management in assessing performance and allocating resources to underwriting operations. We have identified two reportable business segments - International and Bermuda. Each of our identified reportable segments has a Chief Executive Officer who is responsible for the overall profitability of their segment and who regularly reports and is directly accountable to the chief operating decision maker: the Chief Executive Officer of the consolidated group.
We evaluate the performance of reportable segments based on their respective underwriting income or loss. Underwriting income or loss is calculated as net premiums earned less losses and loss adjustment expenses, acquisition costs, and other underwriting expenses (net of third party fee income). General and administrative expenses not incurred by the reportable segments are included in corporate and other expenses as part of the reconciliation of net underwriting income or loss to net income or loss attributable to common shareholders. As we do not manage our assets by reportable segment, investment income and assets are not allocated to reportable segments.
Our core business is underwriting and our underwriting results are reflected in our reportable segments: (1) International, which is comprised of property, casualty and specialty insurance and reinsurance classes of business originating from the Company's London, Dublin, and Hamilton Select operations; and (2) Bermuda, which is comprised of property, casualty and specialty insurance and reinsurance classes of business originating from Hamilton Re, Bermuda and Hamilton Re US and subsidiaries. We consider many factors, including the nature of each segment's products, client types, production sources, distribution methods and the regulatory environment, in determining the aggregated operating segments.
Corporate includes net realized and unrealized gains (losses) on investments, net investment income (loss), other income (loss) not incurred by the reportable segments, net foreign exchange gains (losses), general and administrative expenses not incurred by the reportable segments, amortization of intangible assets, interest expense, and income tax expense (benefit).
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International Segment
Three Months Ended
September 30,
($ in thousands) 2024 2023
Gross premiums written $ 325,525 $ 307,140
Net premiums written $ 268,106 $ 234,621
Net premiums earned $ 225,244 $ 178,632
Third party fee income 4,170 2,115
Claims and Expenses
Losses and loss adjustment expenses 130,135 97,820
Acquisition costs 59,713 47,236
Other underwriting expenses 34,143 31,634
Underwriting income (loss) $ 5,423 $ 4,057
Attritional losses - current year $ 124,519 $ 97,554
Attritional losses - prior year development (3,279) (9,495)
Catastrophe losses - current year 14,384 9,169
Catastrophe losses - prior year development (5,489) 592
Losses and loss adjustment expenses $ 130,135 $ 97,820
Attritional loss ratio - current year 55.3 % 54.6 %
Attritional loss ratio - prior year development (1.5) % (5.3) %
Catastrophe loss ratio - current year 6.4 % 5.1 %
Catastrophe loss ratio - prior year development (2.4) % 0.4 %
Losses and loss adjustment expense ratio 57.8 % 54.8 %
Acquisition cost ratio 26.5 % 26.4 %
Other underwriting expense ratio 13.3 % 16.5 %
Combined ratio 97.6 % 97.7 %
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Gross Premiums Written
Three Months Ended
September 30,
($ in thousands) 2024 2023
Property $ 51,441 $ 40,609
Casualty 144,107 146,005
Specialty 129,977 120,526
Total $ 325,525 $ 307,140
Gross premiums written increased by $18.4 million, or 6.0%, from $307.1 million for the three months ended September 30, 2023 to $325.5 million for the three months ended September 30, 2024, primarily driven by growth and improved pricing in property insurance and specialty insurance and reinsurance classes.
Net Premiums Earned
Three Months Ended
September 30,
($ in thousands) 2024 2023
Property $ 37,033 $ 28,028
Casualty 86,062 62,254
Specialty 102,149 88,350
Total $ 225,244 $ 178,632
Net premiums earned increased by $46.6 million, or 26.1%, from $178.6 million for the three months ended September 30, 2023 to $225.2 million for the three months ended September 30, 2024. The increase was primarily driven by growth in casualty and property insurance classes and specialty insurance and reinsurance classes. Casualty insurance growth was primarily driven by U.S. excess and surplus lines, mergers & acquisitions, professional lines, environmental and U.S. energy; property insurance growth was driven by property binders; specialty insurance growth was primarily driven by accident & health and political violence; and specialty reinsurance growth was primarily attributable to surety reinsurance.
Third Party Fee Income
Three Months Ended
September 30,
($ in thousands) 2024 2023
Third party fee income $ 4,170 $ 2,115
Third party fee income increased by $2.1 million, or 97.2%, from $2.1 million for the three months ended September 30, 2023 to $4.2 million for the three months ended September 30, 2024. The increase was primarily due to favorable terms of a renewed syndicate management arrangement and an increase in consortium fees.
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Losses and Loss Adjustment Expenses
For the Three Months Ended
($ in thousands) Current
year		 % of net premiums earned Prior year development % of net premiums earned Losses and loss adjustment expenses % of net premiums earned
September 30, 2024
Attritional losses $ 124,519 55.3 % $ (3,279) (1.5) % $ 121,240 53.8 %
Catastrophe losses 14,384 6.4 % (5,489) (2.4) % 8,895 4.0 %
Total $ 138,903 61.7 % $ (8,768) (3.9) % $ 130,135 57.8 %
September 30, 2023
Attritional losses $ 97,554 54.6 % $ (9,495) (5.3) % $ 88,059 49.3 %
Catastrophe losses 9,169 5.1 % 592 0.4 % 9,761 5.5 %
Total $ 106,723 59.7 % $ (8,903) (4.9) % $ 97,820 54.8 %
The loss ratio for the three months ended September 30, 2024 was 57.8%, compared to 54.8% for the three months ended September 30, 2023, an increase of 3.0 percentage points. The increase was primarily driven by higher current year catastrophe and attritional losses, and a lower contribution from favorable prior year development for the three months ended September 30, 2024.
Attritional loss ratio - current yearfor the three months ended September 30, 2024 was 55.3% compared to 54.6% for the three months ended September 30, 2023, an increase of 0.7 percentage points. The increase was driven by a change in business mix and a modest increase in the loss ratio for certain casualty insurance classes as a result of social inflation.
Attritional loss ratio - prior yearfor the three months ended September 30, 2024 was a favorable 1.5% compared to a favorable 5.3% for the three months ended September 30, 2023, an increaseof 3.8 percentage points. The favorable attritional loss ratio - prior year for the three months ended September 30, 2024 was primarily driven by favorable development in property insurance and specialty reinsurance classes, partially offset by unfavorable development in certain casualty insurance classes, including one specific large loss. In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance,recorded a gain of $1.1 million.
Catastrophe losses - current year and prior year were $8.9 million and $9.8 million for the three months ended September 30, 2024 and 2023, respectively. Catastrophe losses for the three months ended September 30, 2024 were driven by Hurricane Helene ($12.9 million) and Hurricane Debby ($1.5 million), partially offset by favorable prior year development of $5.5 million. Catastrophe lossesfor the three months ended September 30, 2023 were primarily driven by the Vermont floods ($4.5 million), Hurricane Idalia ($3.0 million), the Hawaii wildfires ($2.7 million) and unfavorable prior year development of $0.6 million, partially offset by favorable development on the June 2023 severe convective storms ($1.0 million).
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Acquisition Costs
Three Months Ended
Acquisition Costs % of Net Premiums Earned
($ in thousands) September 30,
2024		 September 30,
2023		 September 30,
2024		 September 30,
2023
'24 vs '23
point r
Property $ 13,269 $ 9,936 35.8 % 35.5 % 0.3
Casualty 15,404 11,169 17.9 % 17.9 % -
Specialty 31,040 26,131 30.4 % 29.6 % 0.8
Total $ 59,713 $ 47,236 26.5 % 26.4 % 0.1
For the three months ended September 30, 2024, the acquisition cost ratio was 26.5%, compared to 26.4% for the three months ended September 30, 2023, an increase of 0.1 percentage points.The modest increase was primarily driven by property insurance and specialty reinsurance classes as a result of changes in business mix.
Other Underwriting Expenses and Other Underwriting Expense Ratios
Three Months Ended
September 30,
($ in thousands) 2024 2023
Other underwriting expenses $ 34,143 $ 31,634
Other underwriting expense ratio 13.3 % 16.5 %
Other underwriting expenses are general and administrative costs incurred by our reportable segments.
Other underwriting expenses for the three months ended September 30, 2024 were $34.1 million, an increase of $2.5 million, or 7.9%, compared to $31.6 million for the three months ended September 30, 2023. The increase was primarily driven by an increase in salary and compensation costs, IT costs and professional fees.
The other underwriting expense ratio for the three months ended September 30, 2024 and 2023 decreased over the same period from 16.5% to 13.3% , primarily as a result of the growth in the premium base.
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Bermuda Segment
Three Months Ended
September 30,
($ in thousands) 2024 2023
Gross premiums written $ 227,876 $ 166,983
Net premiums written $ 209,790 $ 148,945
Net premiums earned $ 223,551 $ 158,404
Third party fee income 294 186
Claims and Expenses
Losses and loss adjustment expenses 143,497 93,757
Acquisition costs 42,488 31,301
Other underwriting expenses 14,189 12,723
Underwriting income (loss) $ 23,671 $ 20,809
Attritional losses - current year $ 114,035 $ 87,220
Attritional losses - prior year development 70 9,082
Catastrophe losses - current year 37,315 4,057
Catastrophe losses - prior year development (7,923) (6,602)
Losses and loss adjustment expenses $ 143,497 $ 93,757
Attritional loss ratio - current year 51.0 % 55.1 %
Attritional loss ratio - prior year development 0.0 % 5.7 %
Catastrophe loss ratio - current year 16.7 % 2.6 %
Catastrophe loss ratio - prior year development (3.5) % (4.2) %
Losses and loss adjustment expense ratio 64.2 % 59.2 %
Acquisition cost ratio 19.0 % 19.8 %
Other underwriting expense ratio 6.2 % 7.9 %
Combined ratio 89.4 % 86.9 %
Gross Premiums Written
Three Months Ended
September 30,
($ in thousands) 2024 2023
Property $ 68,560 $ 52,394
Casualty 128,891 96,219
Specialty 30,425 18,370
Total $ 227,876 $ 166,983
For the three months ended September 30, 2024, gross premiums written increased by $60.9 million, or 36.5%, from $167.0 million for the three months ended September 30, 2023 to $227.9 million for the three months ended September 30, 2024. The increase was primarily driven by new business, increased participations and a strong rate environment in our casualty reinsurance, property reinsurance and specialty reinsurance classes.
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Net Premiums Earned
Three Months Ended
September 30,
($ in thousands) 2024 2023
Property $ 84,733 $ 58,508
Casualty 107,886 74,094
Specialty 30,932 25,802
Total $ 223,551 $ 158,404
For the three months ended September 30, 2024, the Bermuda segment's net premiums earned increased by $65.1 million, or 41.1%, from $158.4 million for the three months ended September 30, 2023 to $223.6 million for the three months ended September 30, 2024. The increase was primarily driven by new business, volume growth and a strong rate environment in casualty reinsurance and property reinsurance. The most significant drivers of the increase were general liability, professional lines and property treaty classes.
Third Party Fee Income
Three Months Ended
September 30,
($ in thousands) 2024 2023
Third party fee income $ 294 $ 186
Third party fee income increased by $0.1 million, from $0.2 million for the three months ended September 30, 2023 to $0.3 million for the three months ended September 30, 2024.
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Losses and Loss Adjustment Expenses
For the Three Months Ended
($ in thousands) Current
year		 % of net premiums earned Prior year development % of net premiums earned Losses and loss adjustment expenses % of net premiums earned
September 30, 2024
Attritional losses $ 114,035 51.0 % $ 70 0.0 % $ 114,105 51.0 %
Catastrophe losses 37,315 16.7 % (7,923) (3.5) % 29,392 13.2 %
Total $ 151,350 67.7 % $ (7,853) (3.5) % $ 143,497 64.2 %
September 30, 2023
Attritional losses $ 87,220 55.1 % $ 9,082 5.7 % $ 96,302 60.8 %
Catastrophe losses 4,057 2.6 % (6,602) (4.2) % (2,545) (1.6) %
Total $ 91,277 57.7 % $ 2,480 1.5 % $ 93,757 59.2 %
The loss ratio for the three months ended September 30, 2024 was 64.2%, compared to 59.2% for the three months ended September 30, 2023, an increase of 5.0 percentage points. The increase was primarily driven by higher catastrophe losses, partially offset by lower current and prior year attritional losses for the three months ended September 30, 2024.
Attritional loss ratio - current yearfor the three months ended September 30, 2024 was 51.0% compared to 55.1% for the three months ended September 30, 2023, a decrease of 4.1 percentage points. The decrease was primarily driven by a change in business mix and no large losses for the three months ended September 30, 2024, partially offset by a modest increase in the loss ratio for certain casualty reinsurance classes as a result of social inflation.
Attritional loss ratio - prior yearfor the three months ended September 30, 2024 was Nil, compared to an unfavorable 5.7% for the three months ended September 30, 2023, a decrease of 5.7 percentage points. The attritional loss ratio - prior year for the three months ended September 30, 2024 was primarily driven by an increase in casualty reinsurance, partially offset by favorable development in property and specialty classes.
Catastrophe losses - current year and prior year were $29.4 million for the three months ended September 30, 2024 and favorable development of $2.5 million for the three months ended September 30, 2023. Catastrophe losses for the three months ended September 30, 2024 were driven by Hurricane Helene ($21.0 million), the Calgary hailstorms ($12.3 million), and Hurricane Debby ($4.0 million), partially offset by favorable prior year development of $7.9 million. Catastrophe losses for the three months ended September 30, 2023 were primarily driven by favorable development on the June 2023 severe convective storms ($5.9 million) and favorable prior year development of $6.6 million, partially offset by the Hawaii wildfires ($5.7 million), Hurricane Idalia ($3.6 million), and various smaller wind and flood events ($0.7 million).
50
Acquisition Costs
Three Months Ended
Acquisition Costs % of Net Premiums Earned
($ in thousands) September 30,
2024		 September 30,
2023		 September 30,
2024		 September 30,
2023
'24 vs '23
point r
Property $ 9,255 $ 7,280 10.9 % 12.4 % (1.5)
Casualty 26,194 17,788 24.3 % 24.0 % 0.3
Specialty 7,039 6,233 22.8 % 24.2 % (1.4)
Total $ 42,488 $ 31,301 19.0 % 19.8 % (0.8)
The acquisition cost ratio for the three months ended September 30, 2024 decreased to 19.0%, compared to 19.8% for the three months ended September 30, 2023. The decrease was primarily driven by the change in business mix.
Other Underwriting Expenses and Other Underwriting Expense Ratios
Three Months Ended
September 30,
($ in thousands) 2024 2023
Other underwriting expenses $ 14,189 $ 12,723
Other underwriting expense ratio 6.2 % 7.9 %
Other underwriting expenses are general and administrative costs incurred by our reportable segments.
For the three months ended September 30, 2024, other underwriting expenses increased by $1.5 million or 11.5%, from $12.7 million for the three months ended September 30, 2023 to $14.2 million for the three months ended September 30, 2024. The increase was primarily driven by an increase in salary and compensation costs and professional fees.
The other underwriting expense ratios for the three months ended September 30, 2024 and 2023 decreased over the same period from 7.9% to 6.2%, as a result of the growth in premium base.
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Corporate and Other
Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)
The components of total net realized and unrealized gains (losses) on investments and net investment income (loss) are as follows:
Three Months Ended
September 30,
($ in thousands) 2024 2023
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - TSHF(1)
$ (28,291) $ 60,404
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other 93,849 (4,992)
$ 65,558 $ 55,412
Net income (loss) attributable to non-controlling interest - TSHF $ (17,215) $ 9,065
(1) Prior to non-controlling interest performance incentive allocation
Total net realized and unrealized gains (losses) on investments and net investment income (loss)- TSHF, prior to non-controlling interest, returned a loss of $28.3 million and income of $60.4 million for the three months ended September 30, 2024 and 2023, respectively. This includes the fund's returns, net of investment management fees.
Net investment income, net of non-controlling interest - TSHF, returned a loss of $11.1 million and income of $51.3 million for the three months ended September 30, 2024 and 2023, respectively. This includes the fund's returns, net of investment management fees and performance incentive allocations. The aggregate incentive allocation to which the investment manager is entitled is included in "Net income (loss) attributable to non-controlling interests" in our GAAP financial statements.
TS Hamilton Fund produced returns, net of investment management fees and performance incentive allocations, of (0.6)% and 3.1% for the three months ended September 30, 2024 and 2023, respectively.
For the three months ended September 30, 2024, losses in TSHF were led by macroeconomic trading in FTV. Within FTV, losses were experienced in equities, currencies, and fixed income. In single name equities trading, TSHF saw positive contributions from non-U.S. equities within ESTV, which were partially offset by losses from U.S. equities within STV. Within ESTV, gains were led by Europe, East Asia, and Pan-America, in decreasing order.
For the three months ended September 30, 2023, TSHF generated positive returns in single name equities trading and macroeconomic trading. Gains were led by U.S. single name equities within STV, followed by macroeconomic trading in FTV, and then non-U.S. equities within ESTV. FTV gains primarily related to fixed income securities and commodities, while losses were driven by equities, credit and currencies. In ESTV, trading was profitable in East Asia and Pan-America, but not in Europe or China.
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other,returned income of $93.8 million and a loss of $5.0 million for the three months ended September 30, 2024 and 2023, respectively. Income for the three months ended September 30, 2024 was primarily driven by investment income on higher yielding assets and positive mark-to-market returns as a result of decreasing U.S. treasury interest rates in the period. Losses for the three months ended September 30, 2023 were primarily driven by the negative mark-to-market impact of rising U.S. treasury interest rates and other macroeconomic factors offsetting investment yield.
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Other Income (Loss)
Three Months Ended
September 30,
($ in thousands) 2024 2023
Other income (loss), excluding third party fee income $ - $ 85
Other income (loss), excluding third party fee income, consists of varying insignificant items in each period. There was no other income (loss) for the three months ended September 30, 2024.
Net Foreign Exchange Gains (Losses)
Three Months Ended
September 30,
($ in thousands) 2024 2023
Net foreign exchange gains (losses) $ (5,973) $ 1,432
Our functional currency is the U.S. Dollar. We may conduct routine underwriting operations or invest a portion of our cash and other investable assets in currencies other than U.S. Dollars. Consequently, we may incur foreign exchange gains and losses in our results of operations.
Foreign exchange losses of $6.0 million and gains $1.4 million for the three months ended September 30, 2024 and 2023, respectively, primarily related to the remeasurement of insurance-related assets and liabilities denominated in British Pounds, Euro, Japanese Yen, and Australian and Canadian Dollars.
Corporate Expenses
Three Months Ended
September 30,
($ in thousands) 2024 2023
Corporate expenses $ 14,060 $ 18,678
Corporate expenses for the three months ended September 30, 2024 were $14.1 million, compared to $18.7 million for the three months ended September 30, 2023, a decrease of $4.6 million. The decrease was primarily driven by $1.9 million of Value Appreciation Pool ("VAP") expense recorded for the three months ended September 30, 2024, compared to $11.2 million of VAP expense recorded for the three months ended September 30, 2023, partially offset by certain variable performance based compensation costs, an increased headcount and an increase in professional fees associated with operating as a public company.
Amortization of Intangible Assets
Three Months Ended
September 30,
($ in thousands) 2024 2023
Amortization of intangible assets $ 5,204 $ 2,794
Amortization of intangible assets of $5.2 million and $2.8 million for the three months ended September 30, 2024 and 2023, respectively, relates to internally developed software and intangible assets acquired in a business combination. Amortization expense increased due to the incremental expense associated with additional technology projects.
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Interest Expense
Three Months Ended
September 30,
($ in thousands) 2024 2023
Interest expense $ 5,351 $ 5,288
Interest expense of $5.4 million and $5.3 million for the three months ended September 30, 2024 and 2023, respectively, relates to interest payments and certain administrative fees associated with our term loan and letter of credit facilities.
Income Tax Expense (Benefit)
Three Months Ended
September 30,
($ in thousands) 2024 2023
Income tax expense (benefit) $ 3,029 $ 2,387
Income tax expense for the three months ended September 30, 2024 was $3.0 million, compared to $2.4 million for the three months ended September 30, 2023, an increase of $0.6 million. Tax expense for both the three months ended September 30, 2024 and 2023 was primarily driven by withholding taxes on investment income from TS Hamilton Fund.
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Consolidated Results of Operations
The following is a comparison of selected data for our consolidated results of operations:
Nine Months Ended
September 30,
($ in thousands, except per share amounts) 2024 2023
Gross premiums written $ 1,878,645 $ 1,517,247
Net premiums written $ 1,467,843 $ 1,116,772
Net premiums earned $ 1,252,862 $ 952,398
Third party fee income(1)
17,934 7,753
Claims and Expenses
Losses and loss adjustment expenses 720,478 519,554
Acquisition costs 283,059 220,532
Other underwriting expenses(2)
140,339 126,242
Underwriting income (loss)(3)
126,920 93,823
Net realized and unrealized gains (losses) on investments 454,851 101,881
Net investment income (loss)(4)
43,667 17,719
Total net realized and unrealized gains (losses) on
investments and net investment income (loss)
498,518 119,600
Other income (loss), excluding third party fee income(1)
- 85
Net foreign exchange gains (losses) (9,883) (3,953)
Corporate expenses(2)
41,825 31,833
Amortization of intangible assets 11,773 7,869
Interest expense 17,090 16,007
Income tax expense (benefit) 6,118 6,908
Net income (loss) 538,749 146,938
Net income (loss) attributable to non-controlling interest(5)
172,240 15,076
Net income (loss) attributable to common shareholders $ 366,509 $ 131,862
Diluted income (loss) per share attributable to common shareholders $ 3.33 $ 1.26
Key Ratios
Attritional loss ratio - current year 53.9 % 51.8 %
Attritional loss ratio - prior year development 0.6 % (0.4) %
Catastrophe loss ratio - current year 4.1 % 3.7 %
Catastrophe loss ratio - prior year development (1.1) % (0.5) %
Loss and loss adjustment expense ratio 57.5 % 54.6 %
Acquisition cost ratio 22.6 % 23.2 %
Other underwriting expense ratio 9.8 % 12.4 %
Combined ratio 89.9 % 90.2 %
Return on average common shareholders' equity 16.8 % 7.6 %
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The following table summarizes book value per share and balance sheet data:
As at
Book Value September 30,
2024		 December 31,
2023
Tangible book value per common share $ 21.89 $ 17.75
Change in tangible book value per common share 23.3 %
Book value per common share $ 22.82 $ 18.58
Change in book value per common share 22.8 %
Balance Sheet Data
Total assets $ 7,826,547 $ 6,671,355
Total shareholders' equity $ 2,313,626 $ 2,047,850
(1) Third party fee income is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to other income (loss), the most comparable GAAP financial measure, also included other income (loss), excluding third party fee income of $Nil and $0.1 million for the nine months ended September 30, 2024 and 2023. Refer to 'Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures' for further details.
(2) Other underwriting expenses is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. The reconciliation to general and administrative expenses, the most comparable GAAP financial measure, also included corporate expenses of $41.8 million and $31.8 million for the nine months ended September 30, 2024 and 2023, respectively. Refer to 'Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures' for further details.
(3) Underwriting income (loss) is a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. Refer to 'Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures' for further details.
(4) Net investment income (loss) is presented net of investment management fees.
(5) Refer to 'Management's Discussion and Analysis of Financial Condition and Results of Operations-Consolidated Results of Operations-Corporate and Other' for further details.
Operating Highlights
The following significant items impacted the consolidated results of operations for the nine months ended September 30, 2024 and 2023:
Gross premiums written Gross premiums written were $1.9 billion and $1.5 billion for the nine months ended September 30, 2024 and 2023, respectively. The increase in gross premiums written was primarily driven by our property reinsurance, casualty reinsurance, specialty reinsurance and casualty insurance business. The growth was a result of new business, increased participations on existing business and a strong rate environment across multiple classes of business.
Underwriting resultsThe combined ratio was 89.9% and 90.2% for the nine months ended September 30, 2024 and 2023, respectively. The decrease was largely driven by a decrease in the other underwriting expense ratio, acquisition cost ratio, and catastrophe loss ratio, partially offset by an increase in the attritional loss ratio.
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Losses and Loss Adjustment Expenses
For the Nine Months Ended
($ in thousands) Current
year		 % of net premiums earned Prior year development % of net premiums earned Losses and loss adjustment expenses % of net premiums earned
September 30, 2024
Attritional losses $ 674,903 53.9 % $ 7,091 0.6 % $ 681,994 54.5 %
Catastrophe losses 51,699 4.1 % (13,215) (1.1) % 38,484 3.0 %
Total $ 726,602 58.0 % $ (6,124) (0.5) % $ 720,478 57.5 %
September 30, 2023
Attritional losses $ 493,224 51.8 % $ (4,049) (0.4) % $ 489,175 51.4 %
Catastrophe losses 35,233 3.7 % (4,854) (0.5) % 30,379 3.2 %
Total $ 528,457 55.5 % $ (8,903) (0.9) % $ 519,554 54.6 %
Attritional loss ratio - current yearfor the nine months ended September 30, 2024 was 53.9% compared to 51.8% for the nine months ended September 30, 2023, an increase of 2.1 percentage points. The increase was primarily driven by losses of $37.9 million, or 3.0 points, arising from the Francis Scott Key Baltimore Bridge collapse, which impacted our insurance and reinsurance classes in both our International and Bermuda segments.
Attritional loss ratio - prior yearfor the nine months ended September 30, 2024 was an unfavorable 0.6% compared to favorable 0.4% for the nine months ended September 30, 2023, an increase of 1.0 percentage point. The attritional loss ratio - prior year for the nine months ended September 30, 2024 was primarily driven by unfavorable development in casualty classes in both our International and Bermuda segments and specialty insurance classes in our International segment, partially offset by favorable development in our International and Bermuda property classes. In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance, benefited from favorable development in the underlying reserves of $1.4 million and $1.3 million in amortization of the associated deferred gain, for a total net positive earnings impact of $2.7 million. The attritional loss ratio - prior year for the nine months ended September 30, 2023 was primarily driven by favorable prior year development in specialty classes in the International and Bermuda segments, partially offset by unfavorable development in our Bermuda property and casualty classes. In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance, benefited from $2.5 million in amortization of the associated deferred gain and favorable development in the underlying reserves of $1.5 million, for a total net positive earnings impact of $4.0 million.
Catastrophe losses - current year and prior year development were $38.5 million and $30.4 million for the nine months ended September 30, 2024 and 2023, respectively. Catastrophe losses for the nine months ended September 30, 2024 were driven by Hurricane Helene ($33.9 million), the Calgary hailstorms ($12.3 million), and Hurricane Debby ($5.5 million), partially offset by favorable prior year development of $13.2 million. Catastrophe losses for the nine months ended September 30, 2023 were driven by the Hawaii wildfires ($8.4 million), severe convective storms in June 2023 ($7.7 million), the wind and thunderstorm events which impacted states in both the Southern and Midwest U.S. during March 2023 ($7.6 million), Hurricane Idalia ($6.6 million), and the Vermont floods ($5.0 million), partially offset by favorable prior year development of $4.9 million.
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Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - TSHF(1)
$ 379,712 $ 100,448
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other 118,806 19,152
$ 498,518 $ 119,600
Net income (loss) attributable to non-controlling interest - TSHF $ 172,240 $ 15,076
(1) Prior to non-controlling interest performance incentive allocation
Total net realized and unrealized gains (losses) on investments and net investment income (loss)- TSHF, prior to non-controlling interest, returned income of $379.7 million and $100.4 million for the nine months ended September 30, 2024 and 2023, respectively. This includes the fund's returns, net of investment management fees.
Net investment income, net of non-controlling interest - TSHF, returned income of $207.5 million and $85.4 million for the nine months ended September 30, 2024 and 2023, respectively. This includes the fund's returns, net of investment management fees and performance incentive allocations. The aggregate incentive allocation to which the investment manager is entitled is included in "Net income (loss) attributable to non-controlling interests" in our GAAP financial statements.
TS Hamilton Fund produced returns, net of investment management fees and performance incentive allocations, of 12.2% and 5.3% for the nine months ended September 30, 2024 and 2023, respectively.
For the nine months ended September 30, 2024, gains in TSHF were led by macroeconomic trading in FTV. Within FTV, gains were achieved in equities, commodities, fixed income, and credit, while losses were experienced in currencies. TSHF also saw gains from single name equities trading within STV and ESTV. In single name equities trading, gains were led by U.S. equities within STV, followed by non-U.S. equities within ESTV. Within ESTV, East Asia, Europe, Pan-America and China all made positive contributions to gains, in decreasing order.
For the nine months ended September 30, 2023, TSHF generated positive returns in single name equities trading, partially offset by losses in macroeconomic trading. In single name equities trading, U.S. equities within STV and non-U.S. equities within ESTV both made positive contributions. Within ESTV, trading was most profitable in East Asia, followed by Europe, China and Pan-America. Within FTV, gains were driven by currencies, equities and credit, while losses related to commodities and fixed income.
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - otherreturned income of $118.8 million and $19.2 million for the nine months ended September 30, 2024 and 2023, respectively. Income for the nine months ended September 30, 2024 was primarily driven by investment income on higher yielding assets and positive mark-to-market returns as a result of decreasing U.S. treasury interest rates in the period. Income for the nine months ended September 30, 2023 was primarily driven by investment income on higher yielding assets, partially offset by negative price returns as a result of rising U.S. treasury interest rates.
58
International Segment
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Gross premiums written $ 957,981 $ 832,049
Net premiums written $ 687,444 $ 553,687
Net premiums earned $ 637,700 $ 504,784
Third party fee income 11,557 7,417
Claims and Expenses
Losses and loss adjustment expenses 359,181 255,787
Acquisition costs 160,589 131,688
Other underwriting expenses 99,317 89,635
Underwriting income (loss) $ 30,170 $ 35,091
Attritional losses - current year $ 348,117 $ 265,706
Attritional losses - prior year development 1,972 (21,734)
Catastrophe losses - current year 14,384 10,669
Catastrophe losses - prior year development (5,292) 1,146
Losses and loss adjustment expenses $ 359,181 $ 255,787
Attritional loss ratio - current year 54.6 % 52.6 %
Attritional loss ratio - prior year development 0.3 % (4.3) %
Catastrophe loss ratio - current year 2.2 % 2.2 %
Catastrophe loss ratio - prior year development (0.8) % 0.2 %
Losses and loss adjustment expense ratio 56.3 % 50.7 %
Acquisition cost ratio 25.2 % 26.1 %
Other underwriting expense ratio 13.8 % 16.3 %
Combined ratio 95.3 % 93.1 %
Gross Premiums Written
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Property $ 142,685 $ 107,706
Casualty 397,400 358,431
Specialty 417,896 365,912
Total $ 957,981 $ 832,049
Gross premiums written increased by $125.9 million, or 15.1%, from $832.0 million for the nine months ended September 30, 2023 to $958.0 million for the nine months ended September 30, 2024, primarily driven by growth, improved pricing and new business in casualty and property insurance classes and specialty reinsurance and insurance classes.
59
Net Premiums Earned
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Property $ 104,697 $ 76,398
Casualty 234,760 190,355
Specialty 298,243 238,031
Total $ 637,700 $ 504,784
For the nine months ended September 30, 2024, net premiums earned increased by $132.9 million, or 26.3%, from $504.8 million for the nine months ended September 30, 2023 to $637.7 million for the nine months ended September 30, 2024. The increase was driven by growth in our specialty, casualty and property insurance classes, in addition to growth in the specialty reinsurance class. Specialty insurance growth was primarily driven by accident & health, political violence, fine art & specie, and marine & energy; casualty insurance growth was primarily driven by U.S. excess and surplus lines, professional lines and excess casualty; property insurance growth was driven by property binders and D&F; and specialty reinsurance growth was primarily attributable to surety reinsurance and treaty reinsurance.
Third Party Fee Income
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Third party fee income $ 11,557 $ 7,417
For the nine months ended September 30, 2024, fee income increased by $4.1 million, or 55.8%, from $7.4 million for the nine months ended September 30, 2023 to $11.6 million for the nine months ended September 30, 2024. The increase was primarily due to favorable terms of a renewed syndicate management arrangement and an increase in consortium fees.
60
Losses and Loss Adjustment Expenses
For the Nine Months Ended
($ in thousands) Current
year		 % of net premiums earned Prior year development % of net premiums earned Losses and loss adjustment expenses % of net premiums earned
September 30, 2024
Attritional losses $ 348,117 54.6 % $ 1,972 0.3 % $ 350,089 54.9 %
Catastrophe losses 14,384 2.2 % (5,292) (0.8) % 9,092 1.4 %
Total $ 362,501 56.8 % $ (3,320) (0.5) % $ 359,181 56.3 %
September 30, 2023
Attritional losses $ 265,706 52.6 % $ (21,734) (4.3) % $ 243,972 48.3 %
Catastrophe losses 10,669 2.2 % 1,146 0.2 % 11,815 2.4 %
Total $ 276,375 54.8 % $ (20,588) (4.1) % $ 255,787 50.7 %
The loss ratio for the nine months ended September 30, 2024 was 56.3%, compared to 50.7% for the nine months ended September 30, 2023, an increase of 5.6 percentage points. The increase was driven by a lower contribution from favorable prior year development and higher current year attritional losses for the nine months ended September 30, 2024.
Attritional loss ratio - current yearfor the nine months ended September 30, 2024 was 54.6% compared to 52.6% for the nine months ended September 30, 2023, an increase of 2.0 percentage points.The increase was primarily driven by losses of $11.8 million, or 1.9 points, arising from the Baltimore Bridge collapse.
Attritional loss ratio - prior yearfor the nine months ended September 30, 2024 was an unfavorable 0.3% compared to a favorable 4.3% for the nine months ended September 30, 2023, an increase of 4.6 percentage points. The unfavorable attritional loss ratio - prior year for the nine months ended September 30, 2024 was primarily driven by unfavorable development in specialty insurance classes, impacted by two large losses, and casualty insurance classes, impacted by one specific large loss, partially offset by favorable development in our property insurance and reinsurance classes. In addition, casualty business protected by the LPT discussed in Note 7, Reinsurance, benefited from favorable development in the underlying reserves of $1.4 million and $1.3 million in amortization of the associated deferred gain, for a total net positive earnings impact of $2.7 million.
Catastrophe losses - current year and prior yearwere $9.1 million and $11.8 million for the nine months ended September 30, 2024 and 2023, respectively. Catastrophe losses for the nine months ended September 30, 2024 were driven by Hurricane Helene ($12.9 million) and Hurricane Debby ($1.5 million), partially offset by favorable prior year development of $5.3 million. Catastrophe lossesfor the nine months ended September 30, 2023 were primarily driven by the Vermont floods ($4.5 million), Hurricane Idalia ($3.0 million), the Hawaii wildfires ($2.7 million) and certain other wind events ($0.5 million), in addition to unfavorable prior year development of $1.1 million.
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Acquisition Costs
Nine Months Ended
Acquisition Costs % of Net Premiums Earned
($ in thousands) September 30,
2024		 September 30,
2023		 September 30,
2024		 September 30,
2023
'24 vs '23
point r
Property $ 35,658 $ 26,405 34.1 % 34.6 % (0.5)
Casualty 37,616 34,066 16.0 % 17.9 % (1.9)
Specialty 87,315 71,217 29.3 % 29.9 % (0.6)
Total $ 160,589 $ 131,688 25.2 % 26.1 % (0.9)
The acquisition cost ratio for the nine months ended September 30, 2024 was 25.2%, compared to 26.1% for the nine months ended September 30, 2023, a decrease of 0.9 percentage points. The decrease was primarily driven by casualty insurance, as a result of a change in the business mix and non-recurring profit commissions recorded in the nine months ended September 30, 2023.
Other Underwriting Expenses and Other Underwriting Expense Ratios
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Other underwriting expenses $ 99,317 $ 89,635
Other underwriting expense ratio 13.8 % 16.3 %
Other underwriting expenses are general and administrative costs incurred by our reportable segments.
Other underwriting expenses were $99.3 million for the nine months ended September 30, 2024, an increase of $9.7 million, or 10.8%, compared to $89.6 million for the nine months ended September 30, 2023. The increase was primarily driven by increases in headcount as we built out underwriting teams supporting the corresponding increase in premium volume, and certain growth related professional and IT costs.
The other underwriting expense ratios for the nine months ended September 30, 2024 and 2023 decreased over the same period from 16.3% to 13.8%, primarily as a result of growth in the premium base.
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Bermuda Segment
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Gross premiums written $ 920,664 $ 685,198
Net premiums written $ 780,399 $ 563,085
Net premiums earned $ 615,162 $ 447,614
Third party fee income 6,377 336
Claims and Expenses
Losses and loss adjustment expenses 361,297 263,767
Acquisition costs 122,470 88,844
Other underwriting expenses 41,022 36,607
Underwriting income (loss) $ 96,750 $ 58,732
Attritional losses - current year $ 326,786 $ 227,518
Attritional losses - prior year development 5,119 17,685
Catastrophe losses - current year 37,315 24,564
Catastrophe losses - prior year development (7,923) (6,000)
Losses and loss adjustment expenses $ 361,297 $ 263,767
Attritional loss ratio - current year 53.1 % 50.8 %
Attritional loss ratio - prior year development 0.8 % 4.0 %
Catastrophe loss ratio - current year 6.1 % 5.4 %
Catastrophe loss ratio - prior year development (1.3) % (1.3) %
Losses and loss adjustment expense ratio 58.7 % 58.9 %
Acquisition cost ratio 19.9 % 19.8 %
Other underwriting expense ratio 5.6 % 8.1 %
Combined ratio 84.2 % 86.8 %
Gross Premiums Written
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Property $ 394,053 $ 295,962
Casualty 383,117 285,038
Specialty 143,494 104,198
Total $ 920,664 $ 685,198
Gross premiums written for the nine months ended September 30, 2024 increased by $235.5 million, or 34.4%, from $685.2 million for the nine months ended September 30, 2023 to $920.7 million for the nine months ended September 30, 2024. The increase was primarily driven by new business, expanded participations and rate increases in property and casualty reinsurance classes. Specialty reinsurance also increased, primarily driven by new business and non-recurring reinstatement premiums.
63
Net Premiums Earned
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Property $ 230,331 $ 162,374
Casualty 293,535 205,634
Specialty 91,296 79,606
Total $ 615,162 $ 447,614
Net premiums earned for the nine months ended September 30, 2024 increased by $167.5 million, or 37.4%, from $447.6 million for the nine months ended September 30, 2023 to $615.2 million for the nine months ended September 30, 2024. The increase was primarily driven by new business, volume growth and rate increases in our casualty and property reinsurance classes. The most significant drivers of this increase were general liability, professional lines and property treaty classes.
Third Party Fee Income
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Third party fee income $ 6,377 $ 336
Third party fee income increased by $6.0 million, from $0.3 million for the nine months ended September 30, 2023 to $6.4 million for the nine months ended September 30, 2024. The increase was primarily driven by certain performance based management fees recognized by Ada Capital Management Limited for services provided to Ada Re, Ltd.
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Losses and Loss Adjustment Expenses
For the Nine Months Ended
($ in thousands) Current
year		 % of net premiums earned Prior year development % of net premiums earned Losses and loss adjustment expenses % of net premiums earned
September 30, 2024
Attritional losses $ 326,786 53.1 % $ 5,119 0.8 % $ 331,905 53.9 %
Catastrophe losses 37,315 6.1 % (7,923) (1.3) % 29,392 4.8 %
Total $ 364,101 59.2 % $ (2,804) (0.5) % $ 361,297 58.7 %
September 30, 2023
Attritional losses $ 227,518 50.8 % $ 17,685 4.0 % $ 245,203 54.8 %
Catastrophe losses 24,564 5.4 % (6,000) (1.3) % 18,564 4.1 %
Total $ 252,082 56.2 % $ 11,685 2.7 % $ 263,767 58.9 %
The loss ratio for the nine months ended September 30, 2024 was 58.7%, compared to 58.9% for the nine months ended September 30, 2023, a decrease of 0.2 percentage points. The modest decrease was primarily driven by lower prior year attritional loss development, partially offset by a higher current year attritional loss ratio for the nine months ended September 30, 2024.
Attritional loss ratio - current yearfor the nine months ended September 30, 2024 was 53.1% compared to 50.8% for the nine months ended September 30, 2023, an increase of 2.3 percentage points. The increase was primarily driven by losses of $26.1 million, or 4.2 points, arising from the Baltimore Bridge collapse.
Attritional loss ratio - prior yearfor the nine months ended September 30, 2024 was an unfavorable 0.8% compared to an unfavorable 4.0% for the nine months ended September 30, 2023, a decrease of 3.2 percentage points. The unfavorable attritional loss ratio - prior year for the nine months ended September 30, 2024 was primarily driven by a modest increase in certain casualty classes, partially offset by favorable development in property reinsurance and insurance classes.
Catastrophe losses - current year and prior yearwere $29.4 million and $18.6 million for the nine months ended September 30, 2024 and 2023, respectively. Catastrophe losses for the nine months ended September 30, 2024 were driven by Hurricane Helene ($21.0 million), the Calgary hailstorms ($12.3 million), and Hurricane Debby ($4.0 million), partially offset by favorable prior year development of $7.9 million. Catastrophe losses for the nine months ended September 30, 2023 were primarily driven by wind and thunderstorm events which impacted states in both the Southern and Midwest U.S. during March 2023 ($7.6 million), severe convective storms in June 2023 ($7.2 million), the Hawaii wildfires ($5.7 million), Hurricane Idalia ($3.6 million), and smaller flood events ($0.5 million), partially offset by favorable prior year development of $6.0 million.
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Acquisition Costs
Nine Months Ended
Acquisition Costs % of Net Premiums Earned
($ in thousands) September 30,
2024		 September 30,
2023		 September 30,
2024		 September 30,
2023
'24 vs '23
point r
Property $ 28,019 $ 20,924 12.2 % 12.9 % (0.7)
Casualty 72,875 46,681 24.8 % 22.7 % 2.1
Specialty 21,576 21,239 23.6 % 26.7 % (3.1)
Total $ 122,470 $ 88,844 19.9 % 19.8 % 0.1
The acquisition cost ratio for the nine months ended September 30, 2024 was 19.9%, compared to 19.8% for the nine months ended September 30, 2023. The modest increase was primarily driven by a change in the mix of business, including more proportional business written in our casualty reinsurance classes.
Other Underwriting Expenses and Other Underwriting Expense Ratios
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Other underwriting expenses $ 41,022 $ 36,607
Other underwriting expense ratio 5.6 % 8.1 %
Other underwriting expenses are general and administrative costs incurred by our reportable segments.
Other underwriting expenses for the nine months ended September 30, 2024 increased by $4.4 million, or 12.1%, from $36.6 million for the nine months ended September 30, 2023 to $41.0 million for the nine months ended September 30, 2024. The increase was primarily driven by an increase in salary and compensation costs, an increased headcount, and professional fees.
The other underwriting expense ratios for the nine months ended September 30, 2024 and 2023 decreased over the same period from 8.1% to 5.6%, as a result of the growth in premium base and certain performance based management fees recognized by Ada Capital Management Limited in the current period for services provided to Ada Re, Ltd.
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Corporate and Other
Total Net Realized and Unrealized Gains (Losses) on Investments and Net Investment Income (Loss)
The components of total net realized and unrealized gains (losses) on investments and net investment income (loss) are as follows:
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - TSHF(1)
$ 379,712 $ 100,448
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other 118,806 19,152
$ 498,518 $ 119,600
Net income (loss) attributable to non-controlling interest - TSHF $ 172,240 $ 15,076
(1) Prior to non-controlling interest performance incentive allocation
Total net realized and unrealized gains (losses) on investments and net investment income (loss)- TSHF, prior to non-controlling interest, returned income of $379.7 million and $100.4 million for the nine months ended September 30, 2024 and 2023, respectively. This includes the fund's returns, net of investment management fees.
Net investment income, net of non-controlling interest - TSHF,returned income of $207.5 million and $85.4 million for the nine months ended September 30, 2024 and 2023, respectively. This includes the fund's returns, net of investment management fees and performance incentive allocations. The aggregate incentive allocation to which the investment manager is entitled is included in "Net income (loss) attributable to non-controlling interests" in our GAAP financial statements.
TS Hamilton Fund produced returns, net of investment management fees and performance incentive allocations, of 12.2% and 5.3% for the nine months ended September 30, 2024 and 2023, respectively.
For the nine months ended September 30, 2024, gains in TSHF were led by macroeconomic trading in FTV. Within FTV, gains were achieved in equities, commodities, fixed income, and credit, while losses were experienced in currencies. TSHF also saw gains from single name equities trading within STV and ESTV. In single name equities trading, gains were led by U.S. equities within STV, followed by non-U.S. equities within ESTV. Within ESTV, East Asia, Europe, Pan-America and China all made positive contributions to gains, in decreasing order.
For the nine months ended September 30, 2023, TSHF generated positive returns in single name equities trading, partially offset by losses in macroeconomic trading. In single name equities trading, U.S. equities within STV and non-U.S. equities within ESTV both made positive contributions. Within ESTV, trading was most profitable in East Asia, followed by Europe, China and Pan-America. Within FTV, gains were driven by currencies, equities and credit, while losses related to commodities and fixed income.
Total net realized and unrealized gains (losses) on investments and net investment income (loss) - other, returned income of $118.8 million and $19.2 million for the nine months ended September 30, 2024 and 2023, respectively. Income for the nine months ended September 30, 2024 was primarily driven by investment income on higher yielding assets and positive mark-to-market returns as a result of decreasing U.S. treasury interest rates in the period. Income for the nine months ended September 30, 2023 was primarily driven by investment income on higher yielding assets, partially offset by negative price returns as a result of rising U.S. treasury interest rates.
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Other Income (Loss)
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Other income (loss), excluding third party fee income $ - $ 85
Other income (loss), excluding third party fee income, consists of varying insignificant items in each period. There was no other income (loss) for the nine months ended September 30, 2024.
Net Foreign Exchange Gains (Losses)
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Net foreign exchange gains (losses) $ (9,883) $ (3,953)
Our functional currency is the U.S. Dollar. We may conduct routine underwriting operations or invest a portion of our cash and other investable assets in currencies other than U.S. Dollars. Consequently, we may incur foreign exchange gains and losses in our results of operations.
Foreign exchange losses of $9.9 million and $4.0 million for the nine months ended September 30, 2024 and 2023, respectively, primarily related to the remeasurement of insurance-related assets and liabilities denominated in British Pounds, Euro, Japanese Yen, and Australian and Canadian Dollars.
Corporate Expenses
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Corporate expenses $ 41,825 $ 31,833
Corporate expenses for the nine months ended September 30, 2024 were $41.8 million compared to $31.8 million for the nine months ended September 30, 2023, an increase of $10.0 million. The increase was primarily driven by certain variable performance based compensation costs, an increased headcount and an increase in professional fees associated with operating as a public company, partially offset by a decrease in VAP expense.
Amortization of Intangible Assets
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Amortization of intangible assets $ 11,773 $ 7,869
Amortization of intangible assets of $11.8 million and $7.9 million for the nine months ended September 30, 2024 and 2023, respectively, relates to internally developed software and intangible assets acquired in a business combination. Amortization expense increased due to the incremental expense associated with additional technology projects.
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Interest Expense
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Interest expense $ 17,090 $ 16,007
Interest expense of $17.1 million and $16.0 million for the nine months ended September 30, 2024 and 2023, respectively, relates to interest payments and certain administrative fees associated with our term loan and letter of credit facilities. The increase in interest expense was primarily driven by the increase in the Secured Overnight Financing Rate ("SOFR"), which underlies the floating rate associated with the term loan.
Income Tax Expense (Benefit)
Nine Months Ended
September 30,
($ in thousands) 2024 2023
Income tax expense (benefit) $ 6,118 $ 6,908
Income tax expense for the nine months ended September 30, 2024 was $6.1 million, compared to $6.9 million for the nine months ended September 30, 2023, a decrease of $0.8 million. Tax expense for both the nine months ended September 30, 2024 and 2023 was primarily driven by withholding taxes on investment income from TS Hamilton Fund.
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Key Operating and Financial Metrics
The Company has identified the following metrics as key measures of the Company's performance:
Book Value per Common Share
Management believes that book value is an important indicator of value provided to common shareholders and aligns the Company's and most investors' long term objectives. We calculate book value per common share as total common shareholders' equity divided by the total number of common shares outstanding at the point in time.
As at
($ in thousands, except per share amounts) September 30,
2024		 December 31,
2023
Closing common shareholders' equity $ 2,313,626 $ 2,047,850
Closing common shares outstanding 101,392,722 110,225,103
Book value per common share $ 22.82 $ 18.58
Book value per common share was $22.82 at September 30, 2024, a $4.24 or 22.8% increase from the Company's book value per common shareof $18.58at December 31, 2023. The increase was primarily driven by the Company's net income attributable to common shareholders of $366.5 million and the accretive impact of share repurchases (see Note 11, Share Capitalin the accompanying unaudited condensed financial statements for further details).
Tangible Book Value per Common Share
Management believes that tangible book value is an important indicator of value provided to common shareholders and aligns the Company's and most investors' long term objectives. We calculate tangible book value per common share as total common shareholders' equity less intangible assets, divided by the total number of common shares outstanding at the point in time.
As at
($ in thousands, except per share amounts) September 30,
2024		 December 31,
2023
Closing common shareholders' equity $ 2,313,626 $ 2,047,850
Intangible assets 94,441 90,996
Closing common shareholders' equity, less intangible assets $ 2,219,185 $ 1,956,854
Closing common shares outstanding 101,392,722 110,225,103
Tangible book value per common share
$ 21.89 $ 17.75
Tangible book value per common share was $21.89 at September 30, 2024, a $4.14 or 23.3% increase from the Company's tangible book value per common share of $17.75at December 31, 2023. The increase was primarily driven by the Company's net income attributable to common shareholders of $366.5 million and the accretive impact of share repurchases (see Note 11, Share Capitalin the accompanying unaudited condensed financial statements for further details).
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Return on Average Common Shareholders' Equity
Management believes that return on average common shareholders' equity or ("ROACE") is an important indicator of the Company's profitability and financial efficiency. We calculate it by dividing net income (loss) attributable to common shareholders by average common shareholders' equity for the corresponding period.
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2024 2023 2024 2023
Net income (loss) attributable to common shareholders $ 78,250 $ 43,583 $ 366,509 $ 131,862
Average common shareholders' equity for the period $ 2,276,087 $ 1,775,940 $ 2,180,739 $ 1,731,954
Return on average common shareholders' equity 3.4 % 2.5 % 16.8 % 7.6 %
ROACE was 3.4% for the three months ended September 30, 2024, compared to 2.5% for the three months ended September 30, 2023. The increase was primarily driven by the higher net income attributable to common shareholders for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.
ROACE was 16.8% for the nine months ended September 30, 2024, compared to 7.6% for the nine months ended September 30, 2023. The increase was primarily driven by the higher net income attributable to common shareholders reported for the nine months ended September 30, 2024 compared to nine months ended September 30, 2023.
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Non-GAAP Measures
We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance. Some of the measurements are considered non-GAAP financial measures under SEC rules and regulations. In this Form 10-Q, we present underwriting income (loss), a non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. We believe that non-GAAP financial measures, which may be defined and calculated differently by other companies, help explain and enhance the understanding of our results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. Where appropriate, reconciliations of our non-GAAP measures to the most comparable GAAP figures are included below.
Underwriting Income (Loss)
We calculate underwriting income (loss) on a pre-tax basis as net premiums earned less losses and loss adjustment expenses, acquisition costs and other underwriting expenses (net of third party fee income). We believe that this measure of our performance focuses on the core fundamental performance of the Company's reportable segments in any given period and is not distorted by investment market conditions, corporate expense allocations or income tax effects.
The table below reconciles underwriting income (loss) to net income (loss), the most comparable GAAP financial measure:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2024 2023 2024 2023
Underwriting income (loss) $ 29,094 $ 24,866 $ 126,920 $ 93,823
Total net realized and unrealized gains (losses)
on investments and net investment income (loss)		 65,558 55,412 498,518 119,600
Other income (loss), excluding third party fee income - 85 - 85
Net foreign exchange gains (losses) (5,973) 1,432 (9,883) (3,953)
Corporate expenses (14,060) (18,678) (41,825) (31,833)
Amortization of intangible assets (5,204) (2,794) (11,773) (7,869)
Interest expense (5,351) (5,288) (17,090) (16,007)
Income tax (expense) benefit (3,029) (2,387) (6,118) (6,908)
Net income (loss), prior to non-controlling interest $ 61,035 $ 52,648 $ 538,749 $ 146,938
Third Party Fee Income
Third party fee income includes income that is incremental and/or directly attributable to our underwriting operations. It is primarily comprised of fees earned by the International segment for management services provided to third party syndicates and consortia and by the Bermuda segment for performance based management fees generated by our third party capital manager, Ada Capital Management Limited. We believe that this measure is a relevant component of our underwriting income (loss).
The table below reconciles third party fee income to other income, the most comparable GAAP financial measure:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2024 2023 2024 2023
Third party fee income $ 4,464 $ 2,301 $ 17,934 $ 7,753
Other income (loss), excluding third party fee income - 85 - 85
Other income (loss) $ 4,464 $ 2,386 $ 17,934 $ 7,838
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Other Underwriting Expenses
Other underwriting expenses include those general and administrative expenses that are incremental and/or directly attributable to our underwriting operations. While this measure is presented in Note 9, Segment Reporting, it is considered a non-GAAP financial measure when presented elsewhere.
Corporate expenses include holding company costs necessary to support our reportable segments. As these costs are not incremental and/or directly attributable to our underwriting operations, these costs are excluded from other underwriting expenses, and therefore, underwriting income (loss). General and administrative expenses, the most comparable GAAP financial measure to other underwriting expenses, also includes corporate expenses.
The table below reconciles other underwriting expenses to general and administrative expenses, the most comparable GAAP financial measure:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2024 2023 2024 2023
Other underwriting expenses $ 48,332 $ 44,357 $ 140,339 $ 126,242
Corporate expenses 14,060 18,678 41,825 31,833
General and administrative expenses $ 62,392 $ 63,035 $ 182,164 $ 158,075
Other Underwriting Expense Ratio
Other Underwriting Expense Ratio is a measure of the other underwriting expenses (net of third party fee income) incurred by the Company and is expressed as a percentage of net premiums earned.
Loss Ratio
Attritional Loss Ratio - current year is the attritional losses incurred by the company relating to the current year divided by net premiums earned.
Attritional Loss Ratio - prior year developmentis the attritional losses incurred by the company relating to prior years divided by net premiums earned.
Catastrophe Loss Ratio - current yearis the catastrophe losses incurred by the company relating to the current year divided by net premiums earned.
Catastrophe Loss Ratio - prior year developmentis the catastrophe losses incurred by the company relating to prior years divided by net premiums earned.
Combined Ratio
Combined Ratio is a measure of our underwriting profitability and is expressed as the sum of the loss and loss adjustment expense ratio, acquisition cost ratio and other underwriting expense ratio. A combined ratio under 100% indicates an underwriting profit, while a combined ratio over 100% indicates an underwriting loss.
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Financial Condition, Liquidity and Capital Resources
Financial Condition
Investment Philosophy
The Company maintains two segregated investment portfolios: a fixed maturities and short-term investments trading portfolio and an investment in Two Sigma Hamilton Fund ("TS Hamilton Fund").
The Company's high quality and liquid fixed maturities and short-term investments portfolio is structured to focus primarily on the preservation of capital and the availability of liquidity to meet the Company's claims obligations, to be well diversified across market sectors, and to generate relatively attractive returns on a risk-adjusted basis over time. The Company's investments are subject to market-wide risks and fluctuations, as well as to risks inherent in particular securities.
The Company also invests in TS Hamilton Fund, a Delaware limited liability company. Hamilton Re has a commitment with TS Hamilton Fund to maintain an amount up to the lesser of (i) $1.8 billion or (ii) 60% of Hamilton Insurance Group's net tangible assets in TS Hamilton Fund, such lesser amount, the "Minimum Commitment Amount", for a three-year period (the "Initial Term") and for rolling three-year periods thereafter (each such three-year period the "Commitment Period"), subject to certain circumstances and the liquidity options described below, with the Commitment Period ending on June 30, 2027. The Commitment Period consists of a 3-year rolling term that automatically renews on an annual basis unless Hamilton Re or the Managing Member provide advance notice of non-renewal. Two Sigma is a United States Securities and Exchange Commission registered investment adviser specializing in quantitative analysis. The TS Hamilton Fund investment strategy is focused on delivering non-market correlated investment income and total return through all market cycles while maintaining appropriate portfolio liquidity and credit quality to meet the requirements of customers, rating agencies and regulators.
Cash and Investments
At September 30, 2024 and December 31, 2023, total cash and investments was $4.8 billion and $4.0 billion, respectively. However, a significant portion of the total cash and investments balances held were invested in TS Hamilton Fund as collateral for the investments held by the underlying trading vehicles, as shown in the tables under the "TS Hamilton Fund" discussion.
As at
($ in thousands) September 30, 2024 December 31, 2023
Fixed maturity investments, at fair value
$ 2,320,184 48 % $ 1,831,268 46 %
Short-term investments, at fair value
507,947 11 % 428,878 11 %
2,828,131 59 % 2,260,146 57 %
Investments in Two Sigma Funds, at fair value
932,787 19 % 851,470 21 %
Total investments
3,760,918 78 % 3,111,616 78 %
Cash and cash equivalents
957,372 20 % 794,509 20 %
Restricted cash
93,883 2 % 106,351 2 %
Total cash
1,051,255 22 % 900,860 22 %
Total cash & investments
$ 4,812,173 100 % $ 4,012,476 100 %
Total cash and investments increased from $4.0 billion at December 31, 2023 to $4.8 billion at September 30, 2024. The increase was driven by positive returns for the nine months ended September 30, 2024 on both the TS Hamilton Fund and fixed maturity investments. Fixed maturity investments also increased with the deployment of more cash into the fixed maturity trading portfolio to take advantage of higher U.S. treasury interest rates. The TS Hamilton Fund represents $2.0 billion and $1.8 billion of the total cash and investments as at September 30, 2024 and December 31, 2023, respectively.
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Fixed Maturity and Short-term Investments - Trading
The Company's fixed maturity trading portfolio and short-term investments are as follows:
September 30, 2024
($ in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair
Value
Fixed maturities:
U.S. government treasuries $ 761,334 $ 9,273 $ (5,679) $ 764,928
U.S. states, territories and municipalities 13,528 114 (175) 13,467
Non-U.S. sovereign governments and supranationals 74,679 3,029 (532) 77,176
Corporate 1,118,605 24,677 (9,485) 1,133,797
Residential mortgage-backed securities - Agency 258,788 3,069 (10,343) 251,514
Residential mortgage-backed securities - Non-agency 5,790 109 (540) 5,359
Commercial mortgage-backed securities - Non-agency 33,189 535 (615) 33,109
Other asset-backed securities 40,255 660 (81) 40,834
Total fixed maturities 2,306,168 41,466 (27,450) 2,320,184
Short-term investments
506,244 1,709 (6) 507,947
Total $ 2,812,412 $ 43,175 $ (27,456) $ 2,828,131
December 31, 2023
($ in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair
Value
Fixed maturities:
U.S. government treasuries $ 717,134 $ 5,137 $ (14,021) $ 708,250
U.S. states, territories and municipalities 4,656 - (286) 4,370
Non-U.S. sovereign governments and supranationals 55,662 2,175 (1,591) 56,246
Corporate 877,493 8,443 (22,060) 863,876
Residential mortgage-backed securities - Agency 180,661 435 (12,583) 168,513
Residential mortgage-backed securities - Non-agency 5,639 16 (671) 4,984
Commercial mortgage-backed securities - Non-agency 11,473 - (1,050) 10,423
Other asset-backed securities 14,781 20 (195) 14,606
Total fixed maturities 1,867,499 16,226 (52,457) 1,831,268
Short-term investments
427,437 1,441 - 428,878
Total
$ 2,294,936 $ 17,667 $ (52,457) $ 2,260,146
The fair value of the Company's fixed maturity trading portfolio and short-term investments increased from $2.3 billion at December 31, 2023 to $2.8 billion at September 30, 2024, due to increases in the fixed maturity trading portfolio and the short-term investments held by TS Hamilton Fund.
Short-term investments of $507.9 million and $428.9 million at September 30, 2024 and December 31, 2023, respectively, are held within TS Hamilton Fund. The cash and short-term investment balances within TS Hamilton Fund are not managed by the Company, nor can they be removed from TS Hamilton Fund as they support the underlying investment strategies within the three trading vehicles. The balance may fluctuate significantly from period to period as a result of movements in the underlying funds. See discussion below for further details on assets within TS Hamilton Fund.
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The fair values and weighted-average credit ratings of our fixed maturity trading portfolio and short-term investments by type were as follows:
September 30, 2024 December 31, 2023
($ in thousands) Fair Value % of Total Weighted average credit rating Fair Value % of Total Weighted average credit rating
Fixed maturities:
U.S. government treasuries $ 764,928 27 % Aaa $ 708,250 31 % Aaa
U.S. states, territories and municipalities 13,467 0 % Aa2 4,370 0 % Aa2
Non-U.S. sovereign governments and supranationals 77,176 3 % Aa2 56,246 2 % Aa2
Corporate 1,133,797 41 % A3 863,876 39 % A3
Residential mortgage-backed securities - Agency 251,514 9 % Aaa 168,513 7 % Aaa
Residential mortgage-backed securities - Non-agency 5,359 0 % Aaa 4,984 0 % Aaa
Commercial mortgage-backed securities - Non-agency 33,109 1 % Aaa 10,423 1 % Aa1
Other asset-backed securities 40,834 1 % Aaa 14,606 1 % Aaa
Total fixed maturities 2,320,184 82 % Aa3 1,831,268 81 % Aa3
Short-term investments 507,947 18 % Aaa 428,878 19 % Aaa
Total fixed maturities and short-term investments $ 2,828,131 100 % Aa2 $ 2,260,146 100 % Aa2
Fixed maturity and short-term investments credit quality summary:
Investment grade 100 % 100 %
Non-investment grade 0 % 0 %
Total 100 % 100 %
The average credit quality, the average yield to maturity and the expected average duration of the Company's fixed maturities and short-term investments trading portfolio, excluding short-term investments held by the TS Hamilton Fund, were as follows:
September 30, 2024 December 31, 2023
Average credit quality Aa3 Aa3
Average yield to maturity 4.2 % 4.5 %
Expected average duration (in years) 3.1 3.3
At September 30, 2024 and December 31, 2023, approximately 100% of the Company's fixed maturities and short-term investments trading portfolio was rated investment grade (Baa2 or higher) by third party rating services. There were no non-investment grade securities in the fixed maturities and short-term investments trading portfolio. The average credit quality of the Company's fixed maturities and short-term investments trading portfolio at September 30, 2024 and December 31, 2023, excluding short-term investments held by the TS Hamilton Fund, was Aa3.
The average yield to maturity on the Company's fixed maturities and short-term investments trading portfolio decreased to 4.2% at September 30, 2024 from 4.5% at December 31, 2023.
The expected average duration of the Company's fixed maturities and short-term investments trading portfolio was 3.1 years at September 30, 2024, compared to 3.3 years at December 31, 2023.
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TS Hamilton Fund
Although Two Sigma has broad discretion to allocate invested assets to different opportunities, the current strategy is focused on highly diversified liquid positions in global equities, futures and foreign exchange markets. Through its investments in Two Sigma Futures Portfolio, LLC ("FTV"), Two Sigma Spectrum Portfolio, LLC ("STV") and Two Sigma Equity Spectrum Portfolio, LLC ("ESTV"), we seek to achieve absolute dollar denominated returns on a substantial capital base primarily by combining multiple hedged and leveraged systematic investment strategies with proprietary risk management and execution techniques. These systematic strategies include, but are not limited to, technical and statistically-based, fundamental-based, event-based, market condition-based and spread-based strategies as well as contributor-based and/or sentiment-based strategies and blended strategies. FTV primarily utilizes systematic strategies to gain broad macro exposure to FX, fixed income, equity and credit indices, and commodities, predominantly by trading futures, spots, forwards, options, swaps, cash bonds and exchange traded products. STV primarily utilizes systematic strategies to trade U.S.-listed equity securities and related instruments and derivatives. ESTV primarily utilizes systematic strategies to trade non-U.S.-listed equity securities and related instruments and derivatives. At September 30, 2024, the Company owns an 18.5%, 17.9% and 9.8% interest in each of the FTV, STV and ESTV funds, respectively.
TS Hamilton Fund invests in Two Sigma Funds ("Two Sigma Funds"), which are stated at their estimated fair values, which generally represent the Company's proportionate interest in the members' equity of the Two Sigma Funds as reported by the respective funds based on the net asset value ("NAV") provided by the fund administrator. The Company accounts for its investment in Two Sigma Funds under the variable interest model at NAV as a practical expedient for fair value in the consolidated balance sheets.
The Company's investments in Two Sigma Funds are as follows:
September 30, 2024 December 31, 2023
($ in thousands) Cost Net
Unrealized Gains (Losses)		 Fair
Value		 Cost Net
Unrealized Gains (Losses)		 Fair
Value
Two Sigma Futures Portfolio, LLC (FTV)
$ 352,138 $ 7,017 $ 359,155 $ 433,911 $ (38,105) $ 395,806
Two Sigma Spectrum Portfolio, LLC (STV)
337,247 55,581 392,828 193,299 88,228 281,527
Two Sigma Equity Spectrum Portfolio, LLC (ESTV)
140,221 40,583 180,804 142,981 31,156 174,137
Total
$ 829,606 $ 103,181 $ 932,787 $ 770,191 $ 81,279 $ 851,470
The increase in the total fair value of the Company's investments in Two Sigma Funds from $851.5 million at December 31, 2023 to $932.8 million at September 30, 2024 is primarily driven by investment gains and collateral management within TS Hamilton Fund. The total net assets managed in TS Hamilton Fund represent our investment in and exposure to Two Sigma Funds' investment strategies. However, as part of Two Sigma's collateral management processes, any capital not required to be held within one of the specific trading vehicles is held in cash or short-term investments within TS Hamilton Fund as shown in the following table. The cash and short-term investment balances are not managed by the Company, nor can they be removed from TS Hamilton Fund as they support the underlying investment strategies within the three trading vehicles.
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The following table represents the total assets and total liabilities of TS Hamilton Fund. Creditors or beneficial interest holders of TS Hamilton Fund have no recourse to the general credit of the Company as the Company's obligation is limited to the amount of its committed investment.
($ in thousands) September 30,
2024		 December 31,
2023
Assets
Cash and cash equivalents
$ 560,757 $ 479,255
Short-term investments
507,947 428,878
Investments in Two Sigma Funds, at fair value
932,787 851,470
Receivables for investments sold
28,977 41,087
Interest and dividends receivable
1,184 966
Total assets
2,031,652 1,801,656
Liabilities
Accounts payable and accrued expenses
190 191
Withdrawal payable
- 6,480
Payable for investments purchased
151,754 62,440
Total liabilities
151,944 69,111
Total net assets managed by TS Hamilton Fund
$ 1,879,708 $ 1,732,545
Total net assets in TS Hamilton Fund were $1.9 billion and $1.7 billion at September 30, 2024 and December 31, 2023, respectively.
Liquidity and Capital Resources
Liquidity
Liquidity is a measure of a company's ability to generate cash flows sufficient to meet the short-term and long-term cash requirements of its business operations. The Company manages liquidity at the holding company and operating subsidiary level.
Management believes that its significant cash flows from operations and high quality liquid investment portfolio will provide sufficient liquidity for the foreseeable future. At September 30, 2024 and December 31, 2023, total unrestricted cash and cash equivalents were $1.0 billion and $794.5 million, respectively, and total restricted cash and cash equivalents were $93.9 million and $106.4 million, respectively.
Holding Company
As a holding company, Hamilton Insurance Group, Ltd. has no operations of its own and its assets consist primarily of investments in its subsidiaries. Accordingly, Hamilton Insurance Group, Ltd.'s future cash flows depend on the availability of dividends or other statutorily permissible distributions, such as returns of capital, from its subsidiaries. The ability to pay such dividends and/or distributions is limited by the applicable laws and regulations of the various countries and states in which the Company's subsidiaries operate (refer to Note 18, Statutory Requirementsin the audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2023 for further details), as well as the need to maintain capital levels to adequately support insurance and reinsurance operations, and to preserve financial strength ratings issued by independent rating agencies.
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During the nine months ended September 30, 2024 and 2023, Hamilton Insurance Group, Ltd. received $157.5 million and $44.0 million, respectively, of distributions from its subsidiaries. Hamilton Insurance Group, Ltd.'s primary use of funds is interest payments on debt and credit facilities, common share repurchases, capital investments in subsidiaries, and payment of corporate operating expenses. Common share repurchases may be conducted through open market repurchases and/or privately negotiated transactions. See Note 11, Share Capital,in the accompanying unaudited condensed financial statements for further detail of common share repurchases in the nine months ended September 30, 2024. Management believes the dividend distribution capacity of Hamilton Insurance Group, Ltd.'s subsidiaries, which was estimated at $471.6 million at December 31, 2023, will provide Hamilton Insurance Group, Ltd. with sufficient liquidity for the foreseeable future.
Operating Subsidiaries
Hamilton Insurance Group, Ltd.'s operating subsidiaries primarily derive cash from the net inflow of premiums less claim payments related to underwriting activities and from net investment income. Historically, these cash receipts have been sufficient to fund the operating expenses of these subsidiaries, as well as to fund dividend payments to Hamilton Insurance Group, Ltd. The subsidiaries' remaining cash flows are generally invested into the investment portfolio. The remaining cash flows have also been used to fund common share repurchases and to fund acquisitions.
The operating subsidiaries' insurance and reinsurance business inherently provides liquidity, as premiums are received in advance (sometimes substantially in advance) of the time losses are paid. However, the amount of cash required to fund loss payments can fluctuate significantly from period to period, due to the low frequency and high severity nature of certain types of business written. As such, cash flows from operating activities may vary significantly between periods.
The payment of dividends by operating subsidiaries is, under certain circumstances, limited by the applicable laws and regulations in the various jurisdictions in which the subsidiaries operate. In addition, insurance laws require the insurance subsidiaries to maintain certain measures of solvency and liquidity. Management believes that each of the Company's insurance subsidiaries and branches exceeded the minimum solvency, capital and surplus requirements in their applicable jurisdictions at December 31, 2023. Certain of the subsidiaries and branches are required to file Financial Condition Reports ("FCR"), with their regulators, which provide details on solvency and financial performance. Where required, these FCRs are posted on the Company's website.
The regulations governing the Company's principal operating subsidiaries' ability to pay dividends and to maintain certain measures of solvency and liquidity are discussed in Note 18, Statutory Requirementsin the Company's audited consolidated financial statements as included in our Form 10-K for the year ended December 31, 2023.
Consolidated Cash Flows
Consolidated cash flows from operating, investing and financing activities were as follows:
For the Nine Months Ended
($ in thousands) September 30, 2024 September 30, 2023
Total cash provided by (used in):
Operating activities $ 475,213 $ 247,669
Investing activities (95,276) (530,939)
Financing activities (235,310) (17,313)
Effect of exchange rate changes on cash 5,768 (3,093)
Net increase (decrease) in cash and cash equivalents $ 150,395 $ (303,676)
Net cash provided by (used in) operating activities was $475.2 million and $247.7 million in the nine months ended September 30, 2024 and 2023, respectively. Cash inflows from insurance and reinsurance operations typically include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and loss expenses, payments of premiums to reinsurers and operating expenses. Cash provided by operating activities fluctuates due to timing differences between the collection of premiums and reinsurance recoverables and the payment of losses and loss adjustment expenses, and the payment of premiums to reinsurers.
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Net cash provided by (used in) investing activities was $(95.3) million and $(530.9) million in the nine months ended September 30, 2024 and 2023, respectively, primarily driven by the timing of investing activities and the net proceeds of turnover in our fixed maturities and short-term investments.
Net cash provided by (used in) financing activities was $(235.3) million and $(17.3) million in the nine months ended September 30, 2024 and 2023, respectively. Net cash used in financing activities for the nine months ended September 30, 2024 was driven by share repurchases (see Note 11, Share Capitalin the accompanying unaudited condensed financial statements for further details) and incentive allocations paid to TS Hamilton Fund. Net cash used in financing activities for the nine months ended September 30, 2023 was primarily driven by incentive allocations paid to TS Hamilton Fund.
The Company believes that annual positive cash flows from operating activities will be sufficient to cover claims payments, absent a series of additional large catastrophic losses. However, should claim payment obligations accelerate beyond the Company's ability to fund payments from operating cash flows, the Company would utilize cash and cash equivalent balances and/or liquidate a portion of the Company's fixed maturities and short term investments trading portfolio and/or access certain credit facilities. The Company's fixed maturities and short term investments trading portfolio is heavily weighted towards conservative, high quality and highly liquid securities.
In addition, if necessary, the Company generally has two options related to liquidating a portion of the investment portfolio in the TS Hamilton Fund, subject to Hamilton Re's minimum investment commitment, which are as follows:
•Monthly liquidity - Subject to certain conditions, Hamilton Re may request a whole or partial withdrawal of its capital account, no later than fifteen days prior to the end of a calendar month, effective as of the last day of such calendar month.
•Daily liquidity - Subject to certain limited circumstances, including the need to meet obligations pursuant to Hamilton Re's underwriting operations, Hamilton Re may request a withdrawal of all or a portion of its capital account upon at least one business day's written notice of such withdrawal request date to the Managing Member. Claim payments pertaining to any such large catastrophic event would be paid out over a period spanning many months.
Management expects that, if necessary, the full value of cash, fixed income and short-term investments at September 30, 2024 could be available in one to three business days under normal market conditions, except for $465.8 million of restricted cash and investments which primarily support the Company's obligations in regulatory jurisdictions where it operates as a non-admitted carrier (refer to Note 3, Investmentsin the accompanying unaudited condensed consolidated financial statements) and $264.0 million of restricted cash and investments which primarily support the Company's letter of credit facilities (refer to Note 10, Debt and Credit Facilitiesin the accompanying unaudited condensed consolidated financial statements).
Capital Resources
Management monitors the Company's capital adequacy on a regular basis and seeks to adjust its capital according to the needs of the business. In particular, the Company requires capital sufficient to meet or exceed the capital adequacy ratios established by rating agencies for maintenance of appropriate financial strength ratings and the capital adequacy tests performed by regulatory authorities. From time to time, rating agencies and regulatory authorities may make changes in their models and methodologies, which could increase the amount of capital the Company requires. The Company may seek to raise additional capital or return capital to shareholders through some combination of common share repurchases and cash dividends. In the normal course of operations, management may from time to time evaluate additional share or debt issuances given prevailing market conditions and capital management strategies. In addition, the Company enters into agreements with financial institutions to obtain letter of credit facilities for the benefit of its operating subsidiaries to support their business operations. Management believes that the Company holds sufficient capital to allow it to take advantage of market opportunities and to maintain its financial strength ratings and comply with various local statutory regulations.
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The following table summarizes our consolidated total capital:
As at
($ in thousands) September 30, 2024 December 31, 2023
Shareholders' equity $ 2,313,626 $ 2,047,850
The Company's total capital was $2.3 billion at September 30, 2024, a 13.0% increase compared to $2.0 billion at
December 31, 2023. The primary driver of the increase in total capital was the Company's net income attributable to common shareholders of $366.5 million for the nine months ended September 30, 2024, partially offset by share repurchases (see Note 11, Share Capitalin the accompanying unaudited condensed financial statements for further details).
Debt
On June 23, 2022, the Company renewed its unsecured $150 million term loan credit arrangement, as amended from time to time (the "Facility"), with various lenders as arranged by Wells Fargo Securities, LLC. All or a portion of the loan issued under the Facility bears interest at either (a) the Base Rate plus the Applicable Margin or (b) the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus the Applicable Margin, at the Company's discretion. In the event of default, an additional 2% interest in excess of (a) or (b) will be levied, not to exceed the highest rate permissible under applicable law, and certain types of loans may not be available for borrowing by the Company under the Facility. The Facility matures on June 23, 2025, unless accelerated pursuant to the terms of the Facility, and it contains usual and customary representations, warranties, conditions and covenants for bank loan facilities of this type. The Facility also contains certain financial covenants which cap the ratio of consolidated debt to capital and require that the Company maintain a certain minimum consolidated net worth. The net worth requirement is recalculated effective as of the end of each fiscal quarter. As at September 30, 2024, the Company was in compliance with all covenants.
As at
($ in thousands) September 30,
2024		 December 31, 2023
Outstanding loan balance $ 150,000 $ 150,000
Loan fair value 150,623 150,981
Unamortized loan issuance costs $ 84 $ 170
Debt issuance costs are amortized over the period during which the Facility is outstanding, as an offset to net investment income (loss). The Company amortized debt issuance costs of less than $0.1 million in each of the three and nine months ended September 30, 2024 and 2023.
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Common Shares
The Company's authorized and issued share capital at September 30, 2024 and December 31, 2023 is comprised as follows:
($ in thousands, except share and per share amounts)
Authorized:
Common shares of $0.01 par value each (2024 and 2023: 150,000,000)
Issued, outstanding and fully paid: September 30, 2024 December 31, 2023
Class A common shares (2024: 17,820,078 and 2023: 28,644,807)
$ 178 $ 286
Class B common shares (2024: 63,668,995 and 2023: 56,036,067)
637 560
Class C common shares (2024: 19,903,649 and 2023: 25,544,229)
199 255
Total $ 1,014 $ 1,101
On May 8, 2024, the Company entered into an agreement to repurchase 9.1 million Class A common shares at $12.00 per share (the "Share Repurchase"). The total purchase price was $109.5 million. The common shares purchased by the Company were cancelled following the repurchase transaction.
On August 7, 2024, the Board of Directors authorized a repurchase of the Company's common shares in the aggregate amount of $150 million (the "Authorization"), under which the Company may repurchase shares through open market repurchases and/or privately negotiated transactions. The Authorization will expire when the Company has repurchased the full value of shares authorized, unless terminated earlier by the Board of Directors. As of September 30, 2024, 0.5 million Class B common shares at an aggregate cost of $10.0 million and an average price of $18.87 per common share were repurchased and cancelled and $140.0 million remained available for purchase under the Authorization.
In general, holders of Class A common shares and Class B common shares have one vote for each common share held while the Class C common shares have no voting rights, except as required by law. However, each holder of Class A common shares and Class B common shares is limited to voting (directly, indirectly or constructively, as determined for U.S. federal income tax purposes) that number of common shares equal to 9.5% of the total combined voting power of all classes of shares of the Company (or, in the case of a class vote by the holders of our Class B common shares, such as in respect of the election or removal of directors other than for directors who are appointed by certain shareholders pursuant to the Shareholders Agreement and our Bye-laws, a maximum of 14.92% of the total combined voting power). In addition, the Board of Directors may limit a shareholder's voting rights when it deems it appropriate to do so to avoid certain material adverse tax, legal or regulatory consequences to the Company or any direct or indirect shareholder or its affiliates.
On September 13, 2024, 1.7 million Class A common shares were converted into Class C common shares at the request of the Class A Members and as approved by the Board.
During the three and nine months ended September 30, 2024, 6.8 million and 7.3 million, respectively, Class C common shares were converted into Class B common shares at the request of the respective Class C Members and as approved by the Board.
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Credit Facilities
The Company has several available letter of credit facilities and a revolving loan facility provided by commercial banks. The letter of credit facilities are utilized to provide collateral to reinsureds of Hamilton Re and its affiliates to the extent required under insurance and reinsurance agreements and to support capital requirements at Lloyd's.
On December 5, 2018 and December 27, 2018, Hamilton Re Ltd entered into a Master Agreement for Issuance of Payment Instruments and a Facility Letter for Issuance of Payment Instruments respectively, with CitiBank Europe Plc ("CitiBank Europe"), under which CitiBank Europe agreed to provide an uncommitted secured letter of credit facility for the issuance of standby letters of credit or similar instruments in multiple currencies. On August 8, 2023, letter of credit capacity under this facility was increased to $200 million. At all times during which it is a party to the facility, Hamilton Re is obligated to pledge to CitiBank Europe cash and/or securities with a value that equals or exceeds the aggregate face amount of its then-outstanding letters of credit. The Master Agreement contains events of default customary for facilities of this type. In the facility letter, Hamilton Re makes representations and warranties that are customary for facilities of this type and agrees that it will comply with certain informational and other undertakings.
On June 23, 2022, the Company and Hamilton Re amended and restated their unsecured credit agreement with a syndication of lenders (the "Unsecured Facility"). Under the Unsecured Facility, the lenders have agreed to provide up to an aggregate of $415 million of letter of credit capacity for Hamilton Re, up to $150 million of which may be utilized for revolving loans to be issued to the Company. At September 30, 2024, there were no loan amounts outstanding under this facility. Margin rates reflect contractually agreed rates, which are based on Hamilton Re's current Financial Strength Rating as assigned by A.M. Best. As of April 30, 2024, letters of credit issued under the facility bear interest at a rate of 137.5 basis points (previously 150 basis points), while revolving loans if issued are subject to a fee of SOFR plus a margin of 162.5 basis points (previously 185 basis points). To the extent such loans are issued, the available letter of credit capacity shall decrease proportionally, such that the aggregate credit exposure for the lenders under the credit agreement is $415 million. Amounts unutilized under the facility are subject to a fee of 17.5 basis points (previously 22.5 basis points). Capacity is provided by Wells Fargo, National Association, Truist Bank, BMO Harris Bank N.A., Commerzbank AG, New York Branch, HSBC Bank USA, N.A., and Barclays Bank PLC. Unless renewed or otherwise terminated in accordance with its terms, the Unsecured Facility is scheduled to terminate on June 23, 2025.
On August 12, 2024, Hamilton Re and HIDAC amended their committed letter of credit facility agreement with Bank of Montreal ("BMO"), with the Company as guarantor, under which BMO agreed to make available a secured letter of credit facility of $50 million for a term that will expire on August 13, 2025. The facility bears a fee of 40 basis points for letters of credit issued and 15 basis points on any unutilized portion of the facility.
Effective October 25, 2024, Hamilton Re amended its letter of credit facility agreement with UBS AG ("UBS") under which UBS and certain of its affiliates agreed to make available to Hamilton Re a secured letter of credit facility of $100 million for a term that will expire on October 25, 2025. The facility bears a fee of 140 basis points on the total available capacity.
In addition, on October 28, 2024, Hamilton Re amended the unsecured letter of credit facility agreement that it utilizes to provide Funds at Lloyd's ("FAL") ("FAL LOC Facility") to support the FAL requirements of Syndicate 4000. Capacity is provided by Barclays Bank PLC, ING Bank N.V., London Branch, and Bank of Montreal, London Branch. The FAL LOC Facility of $230 million was renewed for an additional one year term that expires on October 28, 2025. The facility bears a fee of 162.5 basis points on the borrowed amount.
The Company's obligations under its credit facilities require the Company, Hamilton Re and the other parties thereto to comply with various financial and reporting covenants. All applicable entities were in compliance with all such covenants at September 30, 2024.
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Certain of the Company's credit facilities are secured by pledged interests in the TS Hamilton Fund or the Company's fixed income security portfolio or cash. The Company's credit facilities and associated securities pledged, were as follows:
($ in thousands) September 30, 2024
Available letter of credit and revolving loan facilities - commitments
$ 995,000
Available letter of credit and revolving loan facilities - in use
746,786
Security pledged under letter of credit and revolving loan facilities:
Pledged interests in TS Hamilton Fund
$ 229,376
Pledged interests in fixed income portfolio
258,701
Cash 5,271
Financial Strength Ratings
The Company's principal insurance and reinsurance operating subsidiaries are assigned financial strength ratings from internationally recognized rating agencies A.M. Best, Fitch Ratings and Kroll Bond Rating Agency. These ratings are publicly announced and are available directly from the agencies' websites.
Financial strength ratings represent the independent opinions of the rating agencies as to the relative creditworthiness of a company and its capacity to meet the obligations of its insurance and reinsurance contracts. Independent ratings are one of the important factors that establish a competitive position in insurance and reinsurance markets. These ratings are based on factors considered by the rating agencies to be relevant to policyholders, agents and intermediaries and are not directed toward the protection of investors. Ratings are not recommendations to buy, sell or hold securities.
On April 30, 2024, A.M. Best, a Nationally Recognized Statistical Rating Organization ("NRSRO"), upgraded the Financial Strength Rating to "A" (Excellent) from "A-" (Excellent) and the Long-Term Issuer Credit Ratings ("ICR") of "a" (Excellent) from "a-" (Excellent) of Hamilton Re and HIDAC, each a wholly owned subsidiary of Hamilton. Also, the outlook on these ratings was revised to "stable" from "positive".
On July 2, 2024, Fitch Ratings ("Fitch"), an NRSRO, published Hamilton Re's Issuer Financial Strength Rating of "A-" (Strong) and Hamilton Insurance Group's Issuer Default Rating of "BBB+". The rating outlook is "stable".
On July 23, 2024, Kroll Bond Rating Agency, an NRSRO, affirmed the insurance financial strength rating of "A" of Hamilton Re and the "BBB+" issuer rating of Hamilton Insurance Group. The outlook on these ratings was changed to "stable" from "positive", also on July 23, 2024.
On August 7, 2024, A.M. Best increased its financial strength rating of the Lloyd's market from "A" to "A+" with a stable outlook, and on December 13, 2023, S&P Global, an NRSRO, increased its financial strength rating of the Lloyd's market from "A+" to "AA-" with a stable outlook. Our Lloyd's syndicate benefits from financial strength ratings of "A" (Excellent) from A.M. Best and "AA-" from each of S&P Global, Kroll Bond Rating Agency, or KBRA and Fitch Ratings Inc. ("Fitch").
Reserve for Losses and Loss Adjustment Expenses
Reserve for unpaid losses and loss adjustment expenses
The Company establishes loss reserves using actuarial models, historical insurance industry loss ratio experience and loss development patterns to estimate its ultimate liability of all losses and loss adjustment expenses incurred with respect to premiums earned on the contracts at a given point in time. Loss reserves do not represent an exact calculation of the liability. Estimates of ultimate liabilities are contingent on many future events and the eventual actual outcome of these events may be substantially different from the assumptions underlying the reserve estimates. The Company believes that the recorded reserve for losses and loss adjustment expenses represents management's best estimate of the cost to settle the ultimate liabilities based on information available at September 30, 2024.
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See Note 9, Reserve for Losses and Loss Adjustment Expensesto the audited consolidated financial statements as included in our Form 10-K for the year ended December 31, 2023 for the reconciliation of the gross and net reserve for losses and loss adjustment expenses and for a discussion of prior year reserve development.
Paid and unpaid losses and loss adjustment expenses recoverable
In the normal course of business, the Company seeks to reduce the potential amount of loss arising from claim events by reinsuring certain levels of risk with other reinsurers. See Summary of Critical Accounting Estimates - Ceded reinsurance and unpaid losses and loss adjustment expenses recoverablein our Form 10-K for the year ended December 31, 2023 for a detailed discussion of the Company's risks related to ceded reinsurance agreements and the Company's process to evaluate the financial condition of its reinsurers.
See Summary of Critical Accounting Estimates - Reserve for Losses and Loss Adjustment Expensesin our Form 10-K for the year ended December 31, 2023 for a detailed discussion of losses and loss adjustment expenses.
Recent Accounting Pronouncements
At September 30, 2024, there were no recently issued accounting pronouncements that have not yet been adopted that management expects could have a material impact on the Company's results of operations, financial condition or liquidity. See Note 2, Summary of Significant Accounting Policiesin the audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2023.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are principally exposed to four types of market risk: interest rate risk, credit spread risk, equity price risk, and foreign currency risk. Our investment guidelines permit, subject to approval, investments in derivative instruments such as futures, options, foreign currency forward contracts and swap agreements, which may be used to assume risks or for hedging purposes. There were no material changes to these market risks, as disclosed in "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in our Form 10-K for the year ended December 31, 2023. See "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk," in our Form 10-K for the year ended December 31, 2023 for a discussion of our exposure to these risks.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(b) and 15d-15(b) of the Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, at November 7, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in Company reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024, which were identified in connection with our evaluation required pursuant to Rules 13a-15 or 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
There have been no material changes to the legal proceedings previously disclosed in our Form 10-K for the year ended December 31, 2023.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents share repurchases during the current quarter.
($ in thousands, except per share information)
Shares purchased under publicly announced repurchase program(1)
Other shares purchased(2)
Total shares purchased Maximum $ amount still available under repurchase program
Shares Average price per share Shares Average price per share Shares Average price per share
Available for repurchase $ 150,000
July 1 - 31, 2024 - $ - - $ - - $ - $ -
August 1 - 31, 2024 - $ - - $ - - $ - $ 150,000
September 1 - 30, 2024 530,049 $ 18.87 - $ - 530,049 $ - $ 139,998
Total 530,049 - 530,049 $ 139,998
(1) On August 7, 2024, the Board of Directors authorized the repurchase of the Company's common shares in the aggregate amount of $150 million (the "Authorization"). The Company may repurchase shares through open market repurchases and/or privately negotiated transactions. The Authorization will expire when the Company has repurchased the full value of shares authorized, unless terminated earlier by the Board of Directors. To the extent there is any repurchase activity under the Authorization, it is disclosed in Note 11, Share Capital, and Note 13, Subsequent Events. Repurchases under the Authorization totaled $10.0 million for the three months ended September 30, 2024.
(2) Other shares purchased represents common shares repurchased and cancelled in the Share Repurchase transaction and in respect of withholding tax obligations on the exercise of warrants. See Note 11, Share Capital, to the unaudited condensed consolidated financial statements as included in our Form 10-Q for the three months ended September 30, 2024 for further details of the Share Repurchase.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
OnSeptember 13, 2024, Mr. Alex Baker, Group Chief Risk Officer and an officer of the Company as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, adopted a trading arrangement for the sale of securities of the Company's common stock (a "Rule 10b5-1 Trading Plan"), as defined in Regulation S-K, Item 408. Mr. Baker's Rule 10b5-1 Trading Plan, which has a plan end date of September 2, 2025,provides for the sale of up to 24,000 Class B common shares pursuant tothe terms of the plan.
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Item 6. Exhibits
Exhibit No. Description
31.1
31.2
32.1
32.2
101
Interactive Data File for the period ended September 30, 2024. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.
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Signatures
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 thereunto duly authorized.
Dated: November 7, 2024
HAMILTON INSURANCE GROUP, LTD.
By: /s/ Craig Howie
Craig Howie
Group Chief Financial Officer
(Principal Financial Officer)
By: /s/ Brian Deegan
Brian Deegan
Group Chief Accounting Officer
(Principal Accounting Officer)
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Hamilton Insurance Group Ltd. published this content on November 07, 2024, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on November 08, 2024 at 01:23:44.611.