10-K 1 navg-10k_20181231.htm 10-K 12.31.18 navg-10k_20181231.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2018

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 0-15886

The Navigators Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

13-3138397

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

400 Atlantic Street, Stamford, Connecticut

06901

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:  (203) 905-6090

Securities registered pursuant to section 12(b) of the Act:

 

Title of each class:

 

Name of each exchange on which registered:

Common Stock, $.10 Par Value

 

The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes      No  

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 such files).    Yes      No  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act

 

Large accelerated filer

 

Non-accelerated filer

 

 

 

 

 

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 Exchange Act).    Yes      No  

The aggregate market value of voting stock held by non-affiliates as of June 30, 2018 was $1,320,453,310 (Last business day of The Company’s most recently completed second fiscal quarter).

The number of common shares outstanding as of February 21, 2019 was 29,818,468 (Last practical business day for the count of shares outstanding).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive Proxy Statement in connection with its 2019 Annual Meeting of Stockholders, to be filed within 120 days of the end of the fiscal year ended December 31, 2018 with the Securities and Exchange Commission, are incorporated by reference in Part III hereof.

 

 

 

 


 

TABLE OF CONTENTS

Description  

Page

Number

Note on Forward-Looking Statements

3

 

 

PART I

3

Item 1.

Business

3

 

Overview

3

 

Segment Information

3

 

Products and Distribution

4

 

Competitive Environment

7

 

Employees

7

 

Loss Reserves

7

 

Investments

10

 

Regulation

10

 

Available Information

12

Item 1A.

Risk Factors

12

Item 1B.

Unresolved Staff Comments

23

Item 2.

Properties

23

Item 3.

Legal Proceedings

24

Item 4.

Mine Safety Disclosures

25

 

 

PART II

25

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

25

Item 6.

Selected Financial Data

27

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

28

 

U.S. GAAP and Non GAAP Financial Performance Metrics

28

 

Overview

29

 

Results of Operations

31

 

Segment Results

36

 

U.S. Insurance

38

 

Int’l Insurance

44

 

GlobalRe

51

 

Capital Resources and Liquidity

55

 

Investments

58

 

Reserves for Losses and LAE for Loss Events

62

 

Reinsurance Recoverables

65

 

Critical Accounting Estimates

66

 

Recent Accounting Pronouncements

70

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

70

Item 8.

Financial Statements and Supplementary Data

72

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

72

Item 9A.

Controls and Procedures

72

Item 9B.

Other Information

75

 

 

PART III

75

Item 10.

Directors, Executive Officers and Corporate Governance

75

Item 11.

Executive Compensation

75

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

75

Item 13.

Certain Relationships and Related Transactions, and Director Independence

75

Item 14.

Principal Accountant Fees and Services

75

 

 

PART IV

76

Item 15.

Exhibits and Financial Statement Schedules

76

Item 16.

Form 10-K Summary

77

Signatures

78

Index to Consolidated Financial Statements and Schedules

F-1

 

 

2


 

FORWARD-LOOKING STATEMENTS

Some of the statements in this Annual Report on Form 10-K are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in or incorporated by reference in this Annual Report are forward-looking statements.  Whenever used in this report, the words “estimate,” “expect,” “believe,” “may,” “will,” “intend,” “continue” or similar expressions or their negative are intended to identify such forward-looking statements.  Forward-looking statements are derived from information that we currently have and assumptions that we make. Factors that could cause actual results to differ materially from our forward-looking statements include, but are not limited to, the factors described in Part I, Item 1A, Risk Factors of this report. Due to these known risks, any unknown risks, uncertainties and assumptions, forward-looking statements discussed in this report may not occur and actual results may differ materially, and you are therefore cautioned not to place undue reliance on them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

 

PART I

ITEM 1. BUSINESS

Overview

Unless the context requires otherwise, the terms “we,” “us,” “our,” or “our Company” are used to mean The Navigators Group, Inc., a Delaware holding company established in 1982, and its subsidiaries.  The term “Parent Company” is used to mean The Navigators Group, Inc. without its subsidiaries.

 

We are an international insurance company with a long-standing area of specialization in Marine insurance. We also offer Property and Casualty (“P&C”) insurance, which consists primarily of general liability coverage and umbrella & excess liability coverage to commercial enterprises through our Primary and Excess Casualty divisions. We have also developed niches in Professional Liability insurance, through our Directors & Officers (“D&O”) and Errors & Omissions (“E&O”) divisions, as well as assumed reinsurance products.

We operate through various wholly-owned insurance and service companies. Our subsidiaries domiciled in the United States (“U.S.”) include two insurance companies, Navigators Insurance Company (“NIC”) and Navigators Specialty Insurance Company (“NSIC”), as well as our U.S. underwriting agency, Navigators Management Company, Inc. (“NMC”). NIC includes a branch in the United Kingdom (“U.K.”). We also have operations domiciled in the U.K., Hong Kong and Europe. Navigators International Insurance Company Ltd. (“NIIC”), Navigators Management (U.K.) Ltd. (“NMUK”) and Navigators Underwriting Ltd. (“NUL”) are domiciled in the U.K. and NUL includes European branches. Navigators Underwriting Agency Ltd. (“NUAL”), a Lloyd’s of London (“Lloyd’s”) underwriting agency, manages and provides the capital, through Navigators Corporate Underwriters Ltd. (“NCUL”), for our Lloyd’s Syndicate 1221 (the “Syndicate”), and is also domiciled in the U.K. We control 100% of the Syndicate’s stamp capacity.

On June 7, 2018, we acquired 100% ownership interest in Bracht, Deckers & Mackelbert NV, an insurance underwriting agency organized under the laws of Belgium (“BDM”) and Assurances Continentales – Continentale Verzekeringen NV, an insurance company licensed under the laws of Belgium (“ASCO”). The acquisition was accounted for in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” Refer to Note 2 Merger and Business Combinations and Note 6 Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements, for further information regarding the acquisition.

On August 22, 2018, our Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Hartford Financial Services Group, Inc. (“The Hartford”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, our Company will merge with an existing subsidiary of The Hartford, with our Company surviving as a wholly owned subsidiary of The Hartford (the “Merger”). Refer to Note 2 Merger and Business Combinations, in the Notes to Consolidated Financial Statements, for further information.

Segment Information

We report our results of operations consistent with the manner in which our Chief Operating Decision Maker reviews the business to assess performance of our four reporting segments: U.S. Insurance, International Insurance (“Int’l Insurance”), GlobalRe and Corporate. The U.S. Insurance and Int’l Insurance reporting segments are each comprised of three operating segments: Marine, P&C and Professional Liability. The underwriting results of the acquired business from BDM and ASCO are included in the Int’l Insurance reporting segment, with no new operating segments resulting from the acquisition.

3


 

For additional information on our segment presentation and for financial information concerning our operations by segment, see Segment Results included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 3, Segment Information, in the Notes to the Consolidated Financial Statements.

The following table presents Net Premiums Earned by segment:

 

Years Ended December 31,

 

2018 Net Premiums

 

 

% of

 

 

2017 Net Premiums

 

 

% of

 

 

2016 Net Premiums

 

 

% of

 

amounts in thousands

 

Earned

 

 

Total

 

 

Earned

 

 

Total

 

 

Earned

 

 

Total

 

U.S. Insurance

 

$

737,646

 

 

 

54.1

%

 

$

674,665

 

 

 

56.8

%

 

$

629,308

 

 

 

57.2

%

Int'l Insurance

 

 

380,503

 

 

 

27.9

%

 

 

333,792

 

 

 

28.2

%

 

 

307,416

 

 

 

27.9

%

GlobalRe

 

 

245,074

 

 

 

18.0

%

 

 

177,963

 

 

 

15.0

%

 

 

163,621

 

 

 

14.9

%

Total

 

$

1,363,223

 

 

 

100.0

%

 

$

1,186,420

 

 

 

100.0

%

 

$

1,100,345

 

 

 

100.0

%

 

Products and Distribution

Our Company distributes insurance related products through international, national, regional and retail insurance brokers. For 2018, business produced through the broker Marsh & McLennan Companies Inc. represented just over 10% of consolidated gross premiums written. Additionally, within each of our three reporting segments there are premiums written through individual brokers that represent over 10% of gross premiums written for the reporting segment. No customer accounted for more than 10% of consolidated gross premiums written. The GlobalRe reporting segment has one customer that represents just over 10% of the segment’s gross premiums written for 2018.

Our on-going operations are organized into distinct divisions, each offering specialized products and services targeted at a specific niche customer segment.

Our U.S. Insurance, Int’l Insurance and GlobalRe reporting segments are considered our three underwriting segments. The U.S. Insurance and Int’l Insurance reporting segments are further comprised of three operating segments:

 

Marine – Our Company has been providing insurance protection for global marine clients since 1974. We offer insurance for companies engaged in diverse aspects of shipping, global trade and worldwide transportation.

 

P&C – Our P&C operating segment brings a unique, specialist orientation to both Excess & Surplus products and to the standard commercial middle market for targeted industries and exposures.

 

Professional Liability – Our Professional Liability operating segment provides niche insurance solutions for numerous Professional Liability and Management Liability risks.

Our underwriting segments and operating segments noted above are further comprised of business divisions and/or products.

A summary of our U.S. Insurance – U.S. Marine operating segment by product is as follows:

 

U.S. Marine Products

Cargo – We offer all-risk coverage for manufacturing, importers, exporters and freight forwarders with available coverage enhancements including but not limited to: domestic and international inland transit, warehouse storage and exhibition coverage.

Craft – We offer coverage for physical damage and third party liability coverage for tugs, barges, port/harbor vessels and other miscellaneous commercial watercraft.

Inland Marine – Products include builders risk including renovation and repair, installation floaters, contractors’ equipment and numerous other inland marine coverages. Tailored products and services for truckers, warehousing and inland shippers, including coverage for commercial transit and legal liability may also be offered.

Marine Liability – Products include coverage for liability to third parties for bodily injury or property damage stemming from marine-related operations, including but not limited to terminals, marinas and stevedoring.  We focus on the associated marine liability exposures of multi-national corporations as well as small to medium sized marine operations.  

Other products offered: Fishing Vessels, Transport, War, Hull and Other Marine.

 

4


 

A summary of our U.S. Insurance – U.S. P&C operating segment by business division and primary products within these divisions are as follows:

 

U.S. P&C Products by Division

Excess CasualtyWe provide Commercial Retail Excess Casualty and Specialty Wholesale Excess Casualty products for specialties such as manufacturing and wholesale distribution, commercial and residential construction and construction projects.

Primary Casualty – Our Company’s Primary Casualty division provides general liability coverage solutions on a non-admitted basis through selected wholesale brokers.

Environmental – We underwrite environmental liability coverage in three main sectors: contractors pollution liability for a wide range of general and trade contractors; site pollution liability for environmental exposures associated with real estate ownership, operation and ownership transfer; and integrated casualty which combine general liability and pollution liability for product manufacturers and distributors, as well as professional liability, for environmental consultants.

AutoWe offer liability and physical damage coverage to commercial enterprises primarily within the distribution, construction fleet and limited for hire trucking sectors. This business is distributed through selected wholesalers on a monoline basis and through selected retailers in support of other products.

Other P&C – Products offered in this division include but are not limited to: Property, Life Sciences, Surety, Media, Arts & Entertainment and Other P&C which includes run-off lines of business.

 

A summary of our U.S. Insurance – U.S. Professional Liability operating segment by business division and primary products within these divisions is as follows:

 

U.S. Professional Liability Products by Division

D&O – We provide D&O insurance to companies for losses resulting from claims alleging breaches of fiduciary duty including stockholder claims, employment related matters and other claims alleging various wrongful acts.

E&O – We underwrite Professional Liability insurance for the following risk types within our E&O division: Architects & Engineers (“A&E”), Accountants, Miscellaneous Professional Liability, Real Estate E&O and Other E&O.

Other Professional Liabilityincludes Cyber and run-off lines of business.

 

A summary of our Int’l Insurance – Int’l Marine operating segment by product is as follows:

 

Int’l Marine Products

Cargo - We offer all-risk coverage for manufacturing, importers, exporters and freight forwarders with available coverage enhancements including but not limited to domestic and international inland transit, warehouse storage and exhibition coverage.

Marine Liability – Products include coverage for liability to third parties for bodily injury or property damage stemming from marine-related operations.  We focus on the associated marine liability exposures of multi-national corporations as well as small to medium sized marine operations.  

Protection & Indemnity (“P&I”) – We offer fixed-cost P&I coverage for small to medium sized vessels. We protect ship owners, managers and time charterers against liabilities arising out of and/or in connection with the operation of their vessels.

Specie – We offer specie and fine art insurance coverage as well as writing banks and cash in transit risks.

Transport – We provide comprehensive insurance for a full range of operations in the global ports, terminal operators and logistics sector.

Other products offered: Craft, Energy Liability, Hull, War and Other Marine.

 

5


 

A summary of our Int’l Insurance – Int’l P&C operating segment by business division and primary products within these divisions is as follows:

 

Int’l P&C Products by Division

Energy & Engineering

Onshore Energy – Our insurance offerings include coverage for physical loss or damage to refineries and process plants in the oil, gas and petrochemical industries, with coverage for principal perils including fire, explosion, machinery breakdown and, in some cases, natural perils such as earthquakes and/or flooding.  We focus on owners and investors in refineries, gas processing, and other hydrocarbon processing industries, typically those with mid-sized asset schedules.

 

Offshore Energy – Policies can cover physical damage to fixed and mobile rigs, land rigs and associated equipment and pipelines plus the risks encountered during the drilling and production phases of wells (both onshore and offshore) and any subsequent re-drill required, along with any consequential seepage and pollution from these incidents. We focus on small to very large companies involved in the exploration and production of hydrocarbons in all areas of the world and those investing in windfarms.

 

Other products offered: Other Energy & Engineering, which includes power station insurance.

General Liability – We offer primary and excess public, products and pollution liability coverage for a range of industries, including manufacturing, construction, mining, utilities and services.

Property – We provide property insurance coverage for commercial businesses with a focus on standard middle market for targeted industries and exposures for both North American and International risks.

Political Violence & Terrorism (“PV&T”) – We provide property damage and business interruption coverage for a broad range of assets worldwide. Clients range from large multinational retail and commercial business to single exposed locations. We also offer extended political violence cover, including war on land insurance, for the more emerging market risk where buyers of the product feel they are exposed to the risk of civil unrest, insurrection or civil war.

Other P&C – Products offered in this division include: Life Sciences, Environmental and Other P&C which includes run-off lines of business.

 

A summary of our Int’l Insurance – Int’l Professional Liability operating segment by business division and primary products within these divisions is as follows:

 

Int’l Professional Liability Products by Division

D&O – We underwrite D&O insurance for public and private companies for losses resulting from alleged breaches of fiduciary duty including stockholder claims, employment related matters and other claims alleging various wrongful acts.

E&O – We underwrite Professional Liability insurance for the following risk types within our E&O division: A&E, Accountants, Miscellaneous Professional Liability, and Other E&O which includes professional liability insurance for lawyers.

Other Professional Liability – We offer a Warranties and Indemnity coverage product which provides coverage for a breach of a warranty or indemnity in a purchase agreement in a merger or acquisition.

 

6


 

A summary of our GlobalRe reporting segment by business products is as follows:

 

GlobalRe Products

Accident & Health (“A&H”) – We underwrite quota share and excess of loss reinsurance covering healthcare benefits, including employer stop loss, fully insured, limited medical benefits, dental benefits, and prescription drug benefits.

Marine – We underwrite international ocean Marine quota share and excess of loss reinsurance covering Cargo, Hull, Specie and Liability portfolios.

P&C – We underwrite quota share, excess of loss and facultative Property and Casualty reinsurance in Latin America and the Caribbean (“LatAm”) as well as global Property reinsurance (“Property Treaty”) to selected insurance companies in the United States, Europe, Africa and Asia.

Specialty Casualty – We underwrite quota share and excess of loss reinsurance covering Professional, Management Liability, Auto and General Liability portfolios focused in the United States.

Agriculture – We underwrite quota share, excess of loss Agriculture reinsurance globally.

Surety – We underwrite quota share, excess of loss Surety reinsurance in Latin America and the Caribbean (“LatAm”).

Other products include: Various Other Reinsurance.

 

Competitive Environment

Our Company faces competition from both domestic and foreign insurers, many of whom have longer operating histories and greater financial, marketing and management resources. Competition in the types of insurance in which our Company is engaged is based on many factors, including the perceived overall financial strength ratings as assigned by independent rating agencies, pricing, other terms and conditions of products and services offered, business experience, business infrastructure, global presence, marketing and distribution arrangements, agency and broker relationships, quality of customer service (including speed of claims payments), product differentiation and quality, operating efficiencies and underwriting. Furthermore, insureds tend to favor large, financially strong insurers, and our Company faces the risk that we will lose market share to these larger insurers. Another competitive factor in the industry is the entrance of underwriting organizations and other financial services providers, such as banks and brokerage firms, into the insurance business. These efforts pose new challenges to insurance companies and agents from financial services companies traditionally not involved in the insurance business.  We strive to offer superior service, which we believe has differentiated us from our competitors. Our Company pursues a specialist strategy and focuses on market opportunities where we can compete effectively based on service levels and product design, while still achieving an adequate level of profitability. Our Company has grown, in part, from the leveraging of cross-marketing opportunities with our other operations to take advantage of our organization's global presence.

Employees

As of December 31, 2018, we had 838 full-time employees of which 587 were located in the United States, 149 in the United Kingdom, 65 in Belgium, 9 in The Netherlands, 8 in Italy, 8 in Hong Kong, 4 in France, 4 in Switzerland, 3 in Spain and 1 in Singapore.

Loss Reserves

Loss reserves are estimates of what the insurer or reinsurer expects to pay on claims, based on facts and circumstances then known. It is possible that the ultimate liability may exceed or be less than such estimates. In setting the loss reserve estimates, our Company reviews statistical data covering several years, analyzes patterns by line of business and considers several factors including trends in claims frequency and severity, changes in operations, emerging economic and social trends, inflation and changes in the regulatory and litigation environment. We also consult with experienced claims professionals. Based on our analysis, we make a best estimate of our ultimate liability.  During the loss settlement period, which, in some cases, may last several years, additional facts regarding individual claims may become known and, accordingly, it often becomes necessary to refine and adjust the estimates of liability on a claim upward or downward. Such estimates are regularly reviewed and updated and any resulting adjustments are included in our current period’s earnings. Even then, the ultimate liability may exceed or be less than our revised estimates. Our reserving process is intended to provide implicit recognition of the impact of inflation and other factors affecting loss payments by taking into account changes in historical payment patterns and perceived probable trends. There is generally no precise method for the subsequent evaluation of the adequacy of the consideration given to inflation, or to any other specific factor, because the eventual strengthening or release of reserves is affected by many factors, some of which are interdependent.

7


 

Our Company maintains reserves for unpaid losses and unpaid loss adjustment expenses (“LAE”) for all lines of business. Loss reserves consist of both reserves for reported claims, known as case reserves, and reserves for losses that have occurred but have not yet been reported, known as incurred but not reported (“IBNR”) losses.  In the normal course of business, our Company cedes a portion of our premium to reinsurers through treaty and facultative reinsurance agreements.  Although reinsurance does not discharge our Company from liability to our policyholders, our Company participates in reinsurance agreements to limit our loss exposure and to protect us against catastrophic losses.

There is a lag between the time premiums are written and related losses and LAE are incurred, and the time such events are reported to us. The loss reserves include amounts related to short tail and long tail classes of business. Short tail business refers to claims that are generally reported quickly upon occurrence of an event and involve little or no litigation, making estimation of loss reserves less complex. The long tail business includes our Marine Liability product as well as various other insurance products in our P&C and Professional Liability operating segments. For the long tail lines, significant periods of time, ranging up to several years or more, may elapse between the occurrence of the loss, the reporting of the loss and the settlement of the claim. Generally, the longer the time span between the incidence of a loss and the settlement of the claim, the more likely the ultimate settlement amount will vary from the original estimate.

The following table presents the development of our loss and LAE reserves for 2008 through 2018. Net reserves for losses and LAE reflects our net reserves at the balance sheet date for each of the indicated years and represents our estimated amount of losses and LAE arising in all prior years that are unpaid at the balance sheet date. Reserves for losses and LAE re-estimated in the table reflect our re-estimated amount of our previously recorded reserves based on experience as of the end of each succeeding year. Our reserve estimates may change as more information becomes known about the frequency and severity of claims for individual years. Our net and gross cumulative redundancy (deficiency) in the table reflects our cumulative amounts developed as of successive years with respect to the aforementioned reserve liability. Our cumulative redundancy (deficiency) represents the aggregate change in the estimates over all prior years.

The table calculates losses and LAE reported and recorded for all prior years starting with the year in which the loss was incurred. For example, assuming that a loss occurred in 2008 but was not reported until 2009, the amount of such loss will appear as a deficiency in both 2008 and 2009. Conditions and trends that have affected development of the liability in the past may not necessarily occur in the future. Accordingly, it may not be appropriate to extrapolate future strengthening or releases based on the table.

A significant portion of our favorable or adverse development on the gross reserves has been ceded to the excess-of-loss reinsurance treaties.  As a result of these reinsurance arrangements, our gross losses and related reserve strengthening and releases tend to be more sensitive to favorable or adverse developments such as those described above than our net losses and related reserve strengthening and releases.

 

 

8


 

 

 

 

Years Ended December 31,

 

amounts in thousands

 

2008

 

 

2009

 

 

2010

 

 

2011

 

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

Net reserves

   for losses and LAE

 

$

999,871

 

 

$

1,112,934

 

 

$

1,142,542

 

 

$

1,237,234

 

 

$

1,216,909

 

 

$

1,222,633

 

 

$

1,308,136

 

 

$

1,393,126

 

 

$

1,510,451

 

 

$

1,705,380

 

 

$

1,923,784

 

Reserves for losses

   and LAE re-estimated

   as of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year later

 

 

990,930

 

 

 

1,099,132

 

 

 

1,144,687

 

 

 

1,191,943

 

 

 

1,215,643

 

 

 

1,166,821

 

 

 

1,243,467

 

 

 

1,364,598

 

 

 

1,544,761

 

 

 

1,781,622

 

 

 

 

 

Two years later

 

 

971,048

 

 

 

1,065,382

 

 

 

1,068,344

 

 

 

1,189,651

 

 

 

1,142,545

 

 

 

1,144,854

 

 

 

1,262,367

 

 

 

1,430,261

 

 

 

1,574,455

 

 

 

 

 

 

 

 

 

Three years later

 

 

943,231

 

 

 

1,037,233

 

 

 

1,084,728

 

 

 

1,167,745

 

 

 

1,165,959

 

 

 

1,196,219

 

 

 

1,324,701

 

 

 

1,466,997

 

 

 

 

 

 

 

 

 

 

 

 

 

Four years later

 

 

925,756

 

 

 

1,027,551

 

 

 

1,072,849

 

 

 

1,193,950

 

 

 

1,196,157

 

 

 

1,249,756

 

 

 

1,332,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five years later

 

 

921,597

 

 

 

1,029,215

 

 

 

1,097,862

 

 

 

1,192,188

 

 

 

1,223,661

 

 

 

1,243,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six years later

 

 

925,518

 

 

 

1,041,778

 

 

 

1,098,545

 

 

 

1,212,716

 

 

 

1,213,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seven years later

 

 

935,511

 

 

 

1,046,653

 

 

 

1,111,350

 

 

 

1,188,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eight years later

 

 

943,450

 

 

 

1,060,053

 

 

 

1,084,389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine years later

 

 

953,450

 

 

 

1,031,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ten years later

 

 

922,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cumulative

   redundancy

   (deficiency)

 

$

77,303

 

 

$

81,399

 

 

$

58,153

 

 

$

48,669

 

 

$

3,712

 

 

$

(20,902

)

 

$

(24,285

)

 

$

(73,871

)

 

$

(64,004

)

 

$

(76,242

)

 

 

 

 

Net cumulative paid

   as of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year later

 

 

263,523

 

 

 

314,565

 

 

 

309,063

 

 

 

407,385

 

 

 

365,479

 

 

 

295,527

 

 

 

320,863

 

 

 

412,544

 

 

 

478,979

 

 

 

554,733

 

 

 

 

 

Two years later

 

 

460,058

 

 

 

517,125

 

 

 

552,881

 

 

 

620,955

 

 

 

550,747

 

 

 

512,709

 

 

 

620,514

 

 

 

739,944

 

 

 

832,013

 

 

 

 

 

 

 

 

 

Three years later

 

 

591,226

 

 

 

682,051

 

 

 

695,054

 

 

 

752,315

 

 

 

703,511

 

 

 

736,360

 

 

 

821,045

 

 

 

984,066

 

 

 

 

 

 

 

 

 

 

 

 

 

Four years later

 

 

688,452

 

 

 

773,261

 

 

 

785,046

 

 

 

862,722

 

 

 

856,240

 

 

 

875,895

 

 

 

976,054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five years later

 

 

745,765

 

 

 

828,269

 

 

 

868,850

 

 

 

949,784

 

 

 

938,370

 

 

 

954,243

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six years later

 

 

785,211

 

 

 

872,685

 

 

 

930,327

 

 

 

1,002,026

 

 

 

989,184

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seven years later

 

 

819,146

 

 

 

920,319

 

 

 

958,261

 

 

 

1,039,371

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eight years later

 

 

855,320

 

 

 

940,984

 

 

 

982,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine years later

 

 

871,078

 

 

 

960,912

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ten years later

 

 

884,557

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross liability-end of

   year

 

 

1,853,664

 

 

 

1,920,286

 

 

 

1,985,838

 

 

 

2,082,679

 

 

 

2,097,048

 

 

 

2,045,071

 

 

 

2,159,634

 

 

 

2,202,644

 

 

 

2,289,727

 

 

 

2,515,145

 

 

 

2,743,973

 

Reinsurance

   recoverable

 

 

853,793

 

 

 

807,352

 

 

 

843,296

 

 

 

845,445

 

 

 

880,139

 

 

 

822,438

 

 

 

851,498

 

 

 

809,518

 

 

 

779,276

 

 

 

809,765

 

 

 

820,189

 

Net liability-end of

   year

 

$

999,871

 

 

$

1,112,934

 

 

$

1,142,542

 

 

$

1,237,234

 

 

$

1,216,909

 

 

$

1,222,633

 

 

$

1,308,136

 

 

$

1,393,126

 

 

$

1,510,451

 

 

$

1,705,380

 

 

$

1,923,784

 

Gross re-estimated latest

 

 

1,718,058

 

 

 

1,784,792

 

 

 

1,867,500

 

 

 

2,033,375

 

 

 

2,074,648

 

 

 

2,086,369

 

 

 

2,172,916

 

 

 

2,316,402

 

 

 

2,382,571

 

 

 

2,597,606

 

 

 

 

 

Re-estimated

   recoverable latest

 

 

795,490

 

 

 

753,258

 

 

 

783,112

 

 

 

844,810

 

 

 

861,451

 

 

 

842,834

 

 

 

840,494

 

 

 

849,406

 

 

 

808,116

 

 

 

815,984

 

 

 

 

 

Net re-estimated

   latest

 

$

922,568

 

 

$

1,031,534

 

 

$

1,084,388

 

 

$

1,188,565

 

 

$

1,213,197

 

 

$

1,243,535

 

 

$

1,332,422

 

 

$

1,466,996

 

 

$

1,574,455

 

 

$

1,781,622

 

 

 

 

 

Gross cumulative

   redundancy

   (deficiency)

 

$

135,606

 

 

$

135,494

 

 

$

118,338

 

 

$

49,304

 

 

$

22,400

 

 

$

(41,298

)

 

$

(13,282

)

 

$

(113,758

)

 

$

(92,844

)

 

$

(82,461

)

 

 

 

 

 

 

 

9


 

Investments

 

The objective of our investment policy, guidelines and strategy is to maximize total investment return in the context of preserving and enhancing stockholder value and the statutory surplus of our regulated insurance companies. As part of our overall investment strategy, we seek to build a tax efficient investment portfolio and maintain appropriate levels of liquidity to satisfy cash requirements of current operations and longer term obligations.

Our investments are managed by outside professional fixed-income and equity portfolio managers.  We seek to achieve our investment objectives by investing in cash equivalents and money market funds, municipal bonds, sovereign bonds, government agency guaranteed and non-guaranteed securities, corporate bonds, mortgage-backed and asset-backed securities, common and preferred stocks, and exchange traded funds. The Finance Committee of our Board of Directors approves our overall group asset allocation targets and investment policy to ensure that they are consistent with our overall goals, strategies and objectives.    

Our regulated insurance companies’ investments are subject to the oversight of their respective Boards of Directors and the Finance Committee of our Parent Company’s Board of Directors.  Our investment portfolio and the performance of the investment managers are reviewed quarterly.  Our investments within NIC and NSIC must comply with the insurance laws of New York State, the domiciliary state of NIC and NSIC.  These laws prescribe the type, quality and concentration of investments which may be made by insurance companies.  In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, structured securities, preferred stocks, common stocks, real estate mortgages and real estate.

Our investments supporting our Int’l Insurance business must also comply with the regulations set forth by the Prudential Regulatory Authority (the “PRA”) in the U.K, the National Bank of Belgium (“NBB”), and the Commissariat Aux Assurances (the “CAA”) in Luxembourg.  Our investments supporting our Int’l Insurance business are subject to the direction and control of the Boards of Directors and the Investment Committees of NUAL, NIIC and ASCO, as well as our Parent Company’s Board of Directors and Finance Committee.

Refer to Management’s Discussion of Financial Condition and Results of Operations - Investments and Note 4, Investments, in the Notes to Consolidated Financial Statements, both of which are included herein, for additional information regarding investments.

Regulation

United States

Our Company is subject to regulation under various insurance statutes, including holding company statutes of various states and applicable regulatory authorities in the United States.  These regulations vary but generally require insurance holding companies, and insurers that are subsidiaries of holding companies, to register and file reports concerning their capital structure, ownership, financial condition and general business operations.  Such regulations also generally require prior regulatory agency approval of changes in control of an insurer and of certain transactions within the holding company structure.  The regulatory agencies have statutory authorization to enforce their laws and regulations through various administrative orders and enforcement proceedings.

State insurance regulations are intended primarily for the protection of policyholders rather than stockholders. The state insurance departments monitor compliance with regulations through periodic reporting procedures and examinations. The quarterly and annual financial reports to the state insurance regulators utilize statutory accounting principles, which are different from generally accepted accounting principles (“GAAP”) that we use in our reports to stockholders. Statutory accounting principles, in keeping with the intent to assure the protection of policyholders, are generally based on a solvency concept, while GAAP is based on a going-concern concept.

The state insurance regulators utilize risk-based capital measurements, developed by the National Association of Insurance Commissioners (“NAIC”), to identify insurance companies that potentially are inadequately capitalized. The NAIC’s risk-based capital model is intended to establish minimum capital thresholds that vary with the size and mix of an insurance company’s business and assets. It is designed to identify companies with capital levels that may require regulatory attention. At December 31, 2018, each of our domestic insurance companies’ total adjusted capital was significantly in excess of the authorized control level risk-based capital.

The NAIC has developed a set of financial relationships or tests known as the Insurance Regulatory Information System (“IRIS”) to assist state regulators in monitoring the financial condition of U.S. insurance companies and identifying companies that require special attention or action by insurance regulatory authorities. Generally, regulators will begin to investigate or monitor an insurance company if its IRIS ratios fall outside usual ranges for four or more of the ratios. If an insurance company has insufficient capital, regulators

10


 

may act to reduce the amount of insurance it can issue. Based on our most recent statutory filings (calculated as of December 31, 2018), none of our U.S. insurance companies are subject to regulatory scrutiny based on these ratios.

In 2012, the NAIC adopted the Risk Management and Own Risk and Solvency Assessment (“ORSA”) Model Act, which, following enactment at the state level became effective in 2015. ORSA requires U.S. insurance companies and their groups to regularly, but no less than annually: 1) conduct an assessment of the adequacy of its risk management framework and current and estimated future solvency position, 2) internally document the process and results of such assessment and 3) provide a confidential, high level summary of such assessment to certain state regulatory authorities. This year we filed our ORSA report with the New York State Department of Financial Services on December 3, 2018, and we believe we have a robust Enterprise Risk Management framework in place that is effective in meeting the ORSA requirements.

The U.S. state insurance regulations also regulate the payment of dividends and other distributions by insurance companies to their stockholders. Generally, insurance companies are limited by these regulations in the payment of dividends above a specified level. Dividends in excess of those thresholds are “extraordinary dividends” and are subject to prior regulatory approval. While New York only requires approval of extraordinary dividends, some states require prior regulatory approval for all dividends.

Because we are an insurance holding company, we are subject to the insurance holding company system regulatory requirements of a number of states. Under these regulations, we are required to report information regarding our capital structure, financial condition and management. We are also required to provide prior notice to, or seek the prior approval of, the Department of Financial Services of certain agreements and transactions between our affiliated companies. These agreements and transactions must satisfy certain regulatory requirements.

Government intervention has also occurred in the insurance and reinsurance markets in relation to terrorism coverage in the U.S. (and through industry initiatives in other countries). The U.S. Terrorism Risk Insurance Act (“TRIA”), which was enacted in 2002 to ensure the availability of insurance coverage for certain terrorist acts in the U.S., was extended through 2007 by the Terrorism Risk Insurance Extension Act of 2005, or TRIEA, and made certain changes in the program. The Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”), which extended the program through 2015, was reauthorized for an additional six years through December 31, 2020, and applies to certain of our product offerings.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code and contains various provisions that affect corporations, including a reduction of the U.S. federal corporate tax rate from a 35% maximum rate to a 21% flat rate, changes to net operating loss carryback and carryforward rules and changes to U.S. taxation of foreign profits. See the risk factor Changes in tax laws could increase our corporate taxes, reduce our deferred tax assets or affect pricing of some of our products in Item 1A – Risk Factors for additional information regarding the impact of the Tax Act.

United Kingdom

Our UK branch, NIIC and NUAL, the managing agent for Syndicate 1221, are all subject to regulation by the PRA (for prudential issues) and the Financial Conduct Authority (the “FCA”) (for conduct of business issues). In addition, the Lloyd’s market is subject to management and supervision by the Council of Lloyd’s. The PRA and FCA have been granted broad authorization and intervention powers as they relate to the operations of all insurers, including Lloyd’s syndicates, operating in the U.K.  Lloyd’s is regulated by the PRA and FCA and is required to implement certain rules prescribed by them, which it does by the powers it has under the Lloyd’s Act 1982 relating to the operation of the Lloyd’s market.  Lloyd’s prescribes, in respect of its managing agents and corporate members, certain minimum standards relating to their management and control, solvency and various other requirements.  The PRA and FCA also monitor Lloyd’s managing agents’ compliance with those systems and controls. If it appears to the PRA and/or the FCA that either Lloyd’s is not fulfilling its regulatory responsibilities, or that managing agents are not complying with the applicable regulatory rules and guidance, the PRA and/or FCA may intervene at their discretion.

The Council of Lloyd’s has wide discretionary powers to regulate members’ underwriting at Lloyd’s.  It may, for instance, change the basis on which syndicate expenses are allocated or vary the required amount of capital to be held by a corporate member of Lloyd’s in support of its business (“Funds at Lloyd’s”) or the investment criteria applicable to the provision of Funds at Lloyd’s.  Exercising any of these powers might affect the return on an investment of the corporate member in a given underwriting year (“UWY”).  Further, it should be noted that the annual business plans of a syndicate are subject to the review and approval of the Lloyd’s Franchise Board.  The Lloyd’s Franchise Board is responsible for setting risk management and profitability targets for the Lloyd’s market and operates a business planning and monitoring process for all syndicates.  

The U.K. branch, NIIC and the Syndicate are required to meet the requirements of the European Union’s (“the E.U.”) financial services regulatory regime known as “Solvency II,” which is built on a risk-based approach to setting capital requirements for

11


 

insurers. Solvency II established a revised set of the E.U.-wide capital requirements and risk management standards, which became effective on January 1, 2016, with certain aspects of Solvency II concerning compliance with supervisory reporting and disclosure requirements effective in 2017.  Over the last few years, our Company has undertaken a significant amount of work to ensure that it meets the requirements of Solvency II for all of its affected entities, and will continue its efforts to ensure that it meets such requirements.

European Union

ASCO and BDM are incorporated and regulated in Belgium by the NBB and the Financial Services and Markets Authority (the “FSMA”), respectively. Belgium has a “twin peaks” supervisory model that is similar to the supervisory model in the U.K., with the NBB authorizing insurance and reinsurance companies in Belgium and for prudential purposes, in particular solvency, monitoring and supervising their activities. The FSMA is responsible for the registration and regulation of insurance and reinsurance intermediaries.

ASCO and BDM are both subject to E.U. legislation with direct application (such as the General Data Protection Regulation, which governs data protection) and Belgian legislation that transposes E.U. directives (such as the Solvency II) or adds local rules. The NBB and FSMA have both added additional rules regulating the insurance market.

Canal Re S.A. is authorized in Luxembourg as a reinsurer by the CAA. The CAA is the public body that supervises the insurance sector in Luxembourg. It exercises prudential oversight and supervises the activities of Luxembourg insurance and reinsurance companies established in Luxembourg, and it is authorized to issue regulations relating to the insurance sector.    

Following Brexit in March 2019, Syndicate 1221 may continue to access European Economic Area markets and business via the Lloyd’s of London subsidiary located in Brussels.  The Lloyd's Brussels subsidiary is authorized and regulated by the NBB and regulated by the FSMA.

Available Information

Our corporate website is http://www.navg.com. We make available free of charge, through the Investor Relations section of our corporate website, the following reports (and related amendments as filed with the SEC) as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC:

 

Annual Reports on Form 10-K

 

Quarterly Reports on Form 10-Q

 

Current Reports on Form 8-K

 

Proxy Statements on Schedule 14A, as well as other filings with the SEC

Also available through our website are our corporate governance guidelines, corporate code of ethics and conduct, and charters for the committees of our Board of Directors.  The information found on our website is not part of this or any other report filed with or furnished to the SEC.

 

 

ITEM 1A. RISK FACTORS

Factors that could have a material impact on our results of operations or financial condition are outlined below. Additional risks not presently known to us or which we currently deem insignificant may also impair our business or results of operations as they become known facts or as facts and circumstances change. Any of the risks described below could result in a material adverse effect on our results of operations or financial condition.

Completion of the Merger is subject to the conditions contained in the Merger Agreement and if these conditions are not satisfied or waived, the Merger will not be completed.

The obligation of our Company and The Hartford to complete the Merger is subject to the satisfaction or waiver of a number of conditions, including, among others, the receipt of certain regulatory approvals. Many of the conditions to the closing of the Merger are not within our or The Hartford’s control, and we cannot predict when or if these conditions will be satisfied or waived. For example, regulators may impose conditions on the completion of the Merger or require changes to the terms of the Merger. Such conditions or changes could have the effect of delaying completion of the Merger or imposing additional costs to consummate the Merger. If all of these conditions are not satisfied or waived prior to May 1, 2019, which may be extended, under certain circumstances, to July 1, 2019, it is possible that the Merger Agreement will be terminated and the Merger will not be completed.

12


 

There can be no assurance that all of the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed.

Our Company will be subject to business uncertainties while the Merger is pending, which could result in an adverse effect on our revenues and operating results.

While completion of the Merger is pending, we are subject to some uncertainty about our future. As a result of this uncertainty, the perceptions of brokers, insurers, cedents and other third parties of our Company may be negatively impacted, which in turn could affect our ability to compete for or write new business or obtain renewals in the marketplace. If this business represents a significant portion of our anticipated revenue, our results of operations could be substantially below expectations.

In addition, uncertainty about the effect of the Merger on our Company's employees may have an adverse effect on our operating results. Our ability to attract, retain or motivate key personnel may be impaired by these uncertainties, and could cause brokers, insurers, cedents and others that deal with our Company to seek to change existing business relationships with our Company. Employee retention may be particularly challenging while completion of the Merger is pending. If key employees of our Company depart, our Company’s business could be harmed.

Lawsuits filed against us or our directors challenging the Merger may have an adverse impact on our business, results of operations or financial position.

Merger transactions are frequently the subject of litigation or other legal proceedings, including actions alleging that a board of directors has breached its respective fiduciary duties by entering into the Merger Agreement and failing to obtain a greater value in the transaction for stockholders. In connection with the proposed Merger, one putative class action lawsuit was filed on behalf of our stockholders in the United States District Court for the District of Delaware, alleging, among other things, that the defendants failed to make adequate disclosures in the Company’s proxy statement for the special meeting of stockholders relating to the Merger. While this lawsuit was dismissed on February 25, 2019 with prejudice as to the shareholder representative and without prejudice as to claims on behalf of the putative class in the lawsuit, there can be no assurance that additional lawsuits will not be brought in connection with the Merger.

We intend to defend against any litigation or proceeding brought against us or our board of directors in connection with the Merger, but may not be successful in doing so. Any adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have an adverse effect on our business, results of operations or financial position. Further, one of the conditions to the completion of the Merger is that no injunction, judgment or ruling by any court or other tribunal of competent jurisdiction will be in effect that enjoins, restrains or otherwise prohibits the consummation of the Merger. In the event that a plaintiff is successful in obtaining an injunction, judgment or ruling prohibiting the consummation of the Merger, the Merger may not be completed within the expected timeframe or at all.

Expenses related to the proposed Merger are significant and could adversely affect our Company's operating results.

If the Merger Agreement is terminated, our stock price may be adversely affected as a result of the fact that we have incurred and will continue to incur significant expenses related to the Merger, the intended benefits of which will not be realized if the Merger is not completed. If the Merger Agreement is terminated under certain circumstances, we may be obligated to pay The Hartford a termination fee of $68.25 million.

The Merger Agreement subjects us to restrictions on our business activities.

The Merger Agreement subjects us to restrictions on our business activities and obligates us to generally operate our business in the ordinary course in all material respects. These restrictions could have an adverse effect on our results of operations, cash flows and financial position to the extent that in the absence of the restrictions, our business decisions and operations would otherwise depart from our ordinary course of business.

Our Company’s business is concentrated in Marine, P&C and Professional Liability insurance as well as reinsurance, and if market conditions change adversely, or our Company experiences large losses in these lines, it could have a material adverse effect on our business.

As a result of our strategy to focus on specialty products in niches where our Company has underwriting and claims handling expertise and to decrease our business in areas where pricing does not afford what it considers to be acceptable returns, our business is concentrated in the Marine, P&C and Professional Liability lines of business, as well as reinsurance.  If our results of operations from any of these lines are less favorable for any reason, including lower demand for our products on terms and conditions that our

13


 

Company finds appropriate, flat or decreased rates for our products or increased competition, the impact of a reduction could have a material adverse effect on our business.

Our Company is exposed to cyclicality in our business that may cause material fluctuations in our results.

The P&C insurance business generally, and the marine insurance business specifically, have historically been characterized by periods of intense price competition due to excess underwriting capacity as well as periods when shortages of underwriting capacity have allowed for attractive premium levels.  Our Company has reduced business during periods of severe competition and price declines and has grown when pricing allowed an acceptable return.  The cyclical trends in the P&C insurance and reinsurance industries and the profitability of these industries can also be significantly affected by volatile and unpredictable developments, including natural and man-made disasters, fluctuations in interest rates, changes in the investment environment that affect market prices of investments and inflationary pressures that may tend to affect the size of losses experienced by insureds. Our Company cannot predict with accuracy whether market conditions will remain constant, improve or deteriorate. Our Company expects that the business will continue to experience the effects of this cyclicality, which, over the course of time, could result in material fluctuations in premium volume, revenues or expenses.

 

Intense competition for products could harm the ability of our Company to maintain or increase profitability and premium volume.

 

The P&C insurance industry is highly competitive.  Our Company faces competition from both domestic and foreign insurers, many of whom have longer operating histories and greater financial, marketing and management resources.  Competition in the types of insurance in which our Company is engaged is based on many factors, including the perceived overall financial strength, pricing and other terms and conditions of products and services offered, business experience, marketing and distribution arrangements, agency and broker relationships, levels of customer service (including speed of claims payments), product differentiation and quality, operating efficiencies and underwriting.  In addition, insurance industry participants may seek to consolidate through mergers and acquisitions. Continued consolidation within the insurance industry will increase the already competitive underwriting environment, as our Company would likely experience more robust competition from larger competitors.  Furthermore, insureds tend to favor large, financially strong insurers, and our Company faces the risk that it will lose market share to larger or higher rated insurers. Our Company may have difficulty in continuing to compete successfully on any of these bases in the future.  If competition limits the ability to write new business at adequate rates, the ability to transact business would be materially and adversely affected and our results of operations would be adversely affected.

Our Company insures risks around the world and deterioration in the U.S. and global financial markets could have a material adverse effect on our results of operations and financial condition.

In the past years, the U.S. and global financial markets experienced severe disruption and significant volatility. Although our Company continues to monitor market conditions, we cannot predict future market conditions or their impact on our operations, investment portfolio, or stock price. Depending on market conditions, our Company could incur future realized and unrealized losses, which could have a material adverse effect on our results of operations and the financial condition of our Company. Volatile economic conditions also could have an adverse impact on the availability and cost of credit generally, which could negatively affect the ability to obtain letters of credit utilized by us to support business written through Lloyd’s.

In addition to financial market volatility, an economic downturn could have a material adverse effect on our insureds, agents, claimants, reinsurers, vendors and competitors. A variety of economic environments, including but not limited to slow economic growth, or actual or expected inflation, may have an impact on our operations. The U.S., U.K., European and other foreign governments may implement monetary and fiscal policies in response to these environments, any of which could affect our operations either positively or negatively. Trade conflicts and retaliatory responses in the form of quotas, tariffs, and other costs and restrictions, may impact global trade flows and the demand for marine and other related insurance products, which may reduce the demand or pricing of our products and thereby negatively impacting our operations.

The withdrawal of the U.K. from the E.U. could have a material adverse effect on our business, business opportunities, results of operations, financial condition and cash flows.  

 

Following the referendum vote that took place in June 2016 in favor of leaving the European Union (“Brexit”) and the U.K. government triggering the relevant withdrawal provision of the E.U. Treaty, formal negotiations on the terms of the U.K.’s withdrawal from the E.U. are still in progress. We have significant international operations in the U.K., as well as offices in the E.U. While we have implemented measures to allow our Company to operate in the E.U. independently of our U.K. operations, and while Lloyd’s of London has implemented measures to allow Lloyd’s of London members and their syndicates, including Navigators’ Lloyd’s

14


 

Syndicate, to operate in the E.U., Brexit may cause disruptions throughout the E.U. and the U.K. Continuing access for our U.K. entities to the E.U. market will depend on general trade and services agreements made by the U.K. with the E.U. or on specific arrangements made by our U.K. entities and Lloyd’s itself to retain access to the E.U. market. The consequence of making such specific arrangements may include an increase in our cost of doing business.  In addition, the overall U.K. withdrawal could, among other outcomes, cause significant volatility in global financial markets, currency exchange rate fluctuations and asset valuations, and disrupt the U.K. market and the E.U. markets in which we operate, by increasing restrictions on the trade and free movement of goods, services and people between the U.K. and the E.U.  The withdrawal could also lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate. The consequences of a withdrawal in the long term are unknown and not quantifiable at this time. However, given the lack of comparable precedent, any of these effects of a withdrawal, among others, could materially adversely affect our business, business opportunities, results of operations, financial condition and cash flows.

 

Our Company’s efforts to expand in targeted international markets, may not be successful and may expose us to additional risks which could cause a material adverse effect on our business, financial position and results of operations.

 

A number of our Company’s planned business initiatives involve expanding existing products in targeted international markets. To develop new markets, our Company may need to make substantial capital and operating expenditures, which may negatively impact our results in the near term. In addition, the demand in new markets may not meet our Company’s expectations. This, in turn, could lead to losses in excess of expectations. Moreover, to the extent our Company is able to expand in new international markets, our Company may be exposed to certain additional risks including but not limited to:

 

Political and economic instability;

 

Burdens of complying with additional foreign laws and regulations;

 

Difficulties in staffing and managing foreign operations;

 

Differing employment practices and laws and labor disruptions;

 

The imposition of government controls, including currency restrictions;

 

A legal system subject to undue influence or corruption; and

 

A business culture in which illegal sales practices may be prevalent.

 

The occurrence of any of these risks could negatively affect our Company’s international business and consequently our financial position and results of operations.

Our Company may invest in new insurance ventures or acquisitions that may not be successful and presents risks not originally contemplated.

Our Company has invested, and in the future may invest, in new insurance ventures or acquisitions. We cannot assure you that we will be able to identify suitable insurance ventures or acquisition targets, that such transactions will be financed and completed on acceptable terms or that our future insurance ventures or acquisitions will be successful. Even if we do find suitable targets, such endeavors may involve significant risks and uncertainties, including:

 

Receipt of necessary consents, clearances and approvals to complete any new venture or acquisition;

 

Distraction of management from current operations and objectives;

 

Inability to realize the full extent of the benefits or cost savings that we expect to realize as a result of the completion of a new venture or acquisition;

 

Failure to properly conform and integrate financial reporting, standards, controls, procedures and policies, business cultures and compensation structures;

 

Greater than expected liabilities and expenses;

 

Failure to motivate, recruit and retain key employees; and

 

Unidentified issues not discovered in our Company’s due diligence.

 

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Catastrophe losses could materially reduce our profitability.

Our Company is exposed to claims arising out of catastrophes, which can be caused by various natural events, including, but not limited to, hurricanes, windstorms, earthquakes, tornadoes, floods, hail, severe winter weather and fires.  Catastrophes can also be man-made, such as war, explosions or terrorism, or caused by severe disasters such as an oil rig explosion.  In addition, changing climate conditions could result in an increase in the frequency or severity of natural catastrophes, which could increase exposure to such losses. The incidence and severity of catastrophes are inherently unpredictable.  However, we utilize third party modeling tools to assist us in analyzing the potential occurrence and severity of losses from certain catastrophic events. The loss estimates developed by these tools may contain flaws or faulty assumptions or assume various conditions and probability scenarios which may not be known to us or are not within our control.  As a result, the models that we use to manage our exposure to catastrophes may not accurately predict future losses, and we could incur losses that exceed those estimates or are not covered by our reinsurance program, which could have a material adverse effect on the financial condition of our Company and reduce our profitability.

Our Company may incur additional losses if our losses and LAE reserves are insufficient.

Our Company maintains loss reserves representing our estimated ultimate unpaid liability for losses and LAE with respect to reported and unreported claims incurred as of the end of each accounting period.  Our Company utilizes actuarial projection techniques and judgment in determining our estimated reserves.  Our estimates require analysis of facts and circumstances then known, historical settlement patterns, trends in claims severity, frequency, legal theories of liability and other factors.  Both internal and external events, including changes in claims handling procedures, economic inflation, legal trends and legislative changes, may affect our reserve estimation process.  Many of these items are not directly quantifiable, particularly on a prospective basis.  Our Company continually refines our reserve estimates in a regular ongoing process as historical loss experience develops and additional claims are reported and settled.  Adjustments to reserves are reflected in the results of the periods in which the estimates are changed.  Because establishment of reserves is an inherently uncertain process involving estimates, our currently established reserves may not be sufficient.  If our estimated reserves are insufficient, our Company will incur additional charges to earnings, which could have a material adverse effect on our future results of operations, financial position or cash flows.

Our loss reserves include amounts related to short tail and long tail classes of business.  Short tail business means that claims are generally reported quickly upon occurrence of an event, making estimation of loss reserves less complex.  For the long tail lines, significant periods of time, ranging up to several years or more, may elapse between the occurrence of the loss, the reporting of the loss and the settlement of the claim.  The longer the time span between the incidence of a loss and the settlement of the claim, the more likely the ultimate settlement amount will vary.  There can be no assurance that our Company will not suffer substantial adverse prior period development in the business in the future.

Our Company may not have access to adequate reinsurance to protect us against losses.

Our Company purchases reinsurance by transferring part of our risk to a reinsurance company in exchange for part of the premium it receives in connection with the risk.  The availability and cost of reinsurance are subject to prevailing market conditions which can affect our business volume and profitability.  Reinsurance programs are generally subject to renewal on an annual basis.  If our Company were unable to renew the expiring facilities or to obtain new reinsurance facilities, our net exposures would increase.  If our Company was unwilling to bear an increase in net exposures, we would have to reduce the level of our underwriting commitments, especially catastrophe exposed risks, which would reduce revenues and possibly net income.

Our reinsurance operations are largely dependent upon ceding companies’ evaluation of risk.

Our Company, like other companies that write reinsurance, generally does not evaluate separately individual insurance risks assumed under our reinsurance contracts.  As such, our Company is largely dependent upon the ceding companies’ original underwriting decisions. Our Company is subject to the risk that the ceding companies may not have adequately or accurately evaluated risks that they have insured, and it has reinsured, and that the premiums ceded may not adequately compensate it for the risks it assumes. If the reserves are insufficient to cover the unpaid losses and LAE arising from the reinsurance business, our Company would have to strengthen the reserves and incur charges to our earnings, which could adversely affect future results of operations, financial position or cash flows.

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Reinsurers may not pay on losses in a timely fashion, or at all, which may increase costs.

Although reinsurance makes the reinsurer liable to our Company to the extent the risk is transferred or ceded to the reinsurer, ceded reinsurance arrangements do not eliminate our Company’s obligation to pay claims to our policyholders.  Accordingly, our Company bears credit risk with respect to our reinsurers.  Specifically, the reinsurers may not pay claims made by our Company on a timely basis, or they may not pay some or all of these claims.  Either of these events would increase our Company’s costs and could have a material adverse effect on our business.

In addition to losses and LAE reserves, preparation of our financial statements requires our Company to make estimates and judgments.

In addition to loss reserves discussed above, our consolidated financial statements contain accounting estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures.  On an ongoing basis, our Company evaluates our estimates based on historical experience and other assumptions that our Company believes to be reasonable.  Any significant change in our estimates could adversely affect our results of operations and/or financial condition. Our accounting estimates that are viewed by our management as critical are those in connection with reserves for losses and LAE, reinsurance recoverables, written and unearned premiums, the recoverability of deferred tax assets, impairment of invested assets, the valuation of invested assets, and the valuation of goodwill and intangible assets.

The determination of the impairments taken on our investments is subjective and could materially impact our financial position or results of operations.

The determination of the impairments taken on our investments varies by investment type and is based upon the periodic evaluation and assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. Management updates our evaluations regularly and reflects impairments in operations as such evaluations are revised. Our Company cannot be certain that we have accurately assessed the level of impairments taken in our financial statements. Furthermore, additional impairments may need to be taken in the future, which could materially impact our financial position or results of operations. Historical trends may not be indicative of future impairments.

Our investment portfolio is subject to certain risks that could adversely affect the results of operations, financial condition or cash flows.

Although our investment policy guidelines emphasize total investment return in the context of preserving and enhancing stockholder value and statutory surplus of the insurance subsidiaries, our investments are subject to market-wide risks and fluctuations, as well as to risks inherent in particular types of securities.  Due to these risks, our Company may not be able to realize our investment objectives.  In addition, our Company may be forced to liquidate investments at times and at prices that are not optimal, which could have an adverse effect on our results of operations.  Investment losses could significantly decrease our asset base, thereby adversely affecting our ability to conduct business and pay claims.

Increases in interest rates may cause our Company to experience losses.

Because of the unpredictable nature of losses that may arise under insurance policies, our Company may require substantial liquidity at any time. While our principal source of liquidity is cash from our operations, if there are insufficient funds from operations to meet our liquidity needs, we may rely on selling instruments in our investment portfolio. The investment portfolio consists largely of Fixed Maturities and is an additional source of liquidity for our Company.  The market value of the Fixed Maturities is subject to fluctuation depending on changes in prevailing interest rates and various other factors.  Our Company does not hedge the investment portfolio against interest rate risk.  Increases in interest rates during periods when our Company must sell Fixed Maturities securities to satisfy liquidity needs may result in substantial realized investment losses.

Our Company is exposed to significant capital market risks related to changes in interest rates, credit spreads, equity prices and foreign exchange rates, which may adversely affect our results of operations, financial condition or cash flows.

Declines in equity prices, changes in interest rates, changes in credit spreads and the strengthening or weakening of foreign currencies against the U.S. dollar, individually or together, could have a material adverse effect on our consolidated results of operations, financial condition or cash flows.

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Our exposure to interest rate risk relates primarily to the market price and cash flow variability of our invested assets associated with changes in interest rates.  Our investment portfolio contains interest rate sensitive instruments, such as Fixed Maturities and certain preferred stock classified as equity for financial reporting purposes, which may be adversely affected by changes in interest rates from governmental monetary policies, domestic and international economic and political conditions and other factors beyond the control of our Company.  A rise in interest rates would reduce the fair value of our investment portfolio.  It would also provide us the opportunity to earn higher rates of return on funds reinvested.  Conversely, a decline in interest rates would increase the fair value of our investment portfolio.  Our Company would then presumably earn lower rates of return on assets reinvested.  Our Company may be forced to liquidate investments prior to maturity at a loss in order to cover liabilities.  Although our Company takes measures to manage the economic risks of investing in a changing interest rate environment, we may not be able to mitigate the interest rate risk of our assets relative to our liabilities.

Included in the Fixed Maturities are Asset-Backed and Mortgage-Backed securities.  Changes in interest rates can expose our Company to changes in the timing of expected cash flows. In periods of declining interest rates, mortgage prepayments generally increase and Mortgage-Backed securities are prepaid more quickly, requiring our Company to reinvest the proceeds at the then current rates.  In periods of rising interest rates, the likelihood of mortgage prepayment decreases and Mortgage-Backed securities are prepaid at a slower rate, limiting our Company’s ability to capitalize on the higher interest rates because its investments remain invested in Mortgage-Backed securities for a longer period of time.

The Fixed Maturities portfolio is invested in high quality, investment-grade securities.  Our Company has limits on the amount of below investment-grade, high yield fixed income securities that it can hold in its investment portfolio. These securities may pay a higher rate of interest, and also may have a higher degree of credit or default risk.  These securities may also be less liquid in times of economic weakness or market disruptions. While our Company has put in place procedures to monitor the credit risk and liquidity of our invested assets, it is possible that, in periods of economic weakness, our Company may experience default losses in the portfolio.  This may result in a reduction of net income, capital and cash flows.

Our Company invests a portion of our portfolio in Common Stock. The value of these assets fluctuates with the equity markets.  In times of economic weakness, the market value and liquidity of these assets may decline, and may impact our net income, capital and cash flows.

The functional currency of our Company’s principal insurance subsidiaries is the U.S. Dollar (“USD”). Exchange rate fluctuations relative to the functional currency may materially impact our financial position, as our Company conducts business in currencies other than the U.S. dollar.  The principal currencies creating foreign currency exchange risk for our portfolio are the Great British Pound (“GBP”), Euro (“EUR”) and Canadian Dollar (“CAD”). In addition, locally-required capital levels are invested in local currencies in order to satisfy regulatory requirements and to support local insurance operations regardless of currency fluctuations.    

Despite mitigation efforts, an increase in interest rates and credit spreads, or a change in foreign exchange rates could have a material adverse effect on our results of operations, financial position and cash flows.

Capital may not be available to our Company in the future or may only be available on unfavorable terms.

The capital needs of our business are dependent on several factors, including the ability to write new business successfully and to establish premium rates and reserves at levels sufficient to cover our losses.  If the current capital becomes insufficient for our future plans, our Company may need to raise additional capital through the issuance of stock or debt.  Otherwise, in the case of insufficient capital, our Company may need to limit our growth.  The terms of equity or debt offering could be unfavorable, for example, causing dilution to the current stockholders or such securities may have rights, preferences and privileges that are senior to existing securities.  If our Company was in a situation of having inadequate capital and if we were not able to obtain additional capital, our business, results of operations and financial condition could be adversely affected to a material extent.

A downgrade in our ratings could adversely impact the competitive positions of our operating businesses or negatively affect the ability to implement our business strategy successfully.

Ratings are a critical factor in establishing the competitive position of insurance companies.  NIC, NSIC and NIIC are rated by A.M. Best and NIC, NSIC, NIIC and ASCO NV are rated by S&P. Syndicate 1221, as a member of Lloyd’s of London, carries the ratings of Lloyd’s of London, which is rated A by A.M. Best and A+ by S&P. A.M. Best’s and S&P’s ratings reflect their opinions of an insurance company’s financial strength, operating performance, strategic position and ability to meet its obligations to policyholders, and are not evaluations directed to investors.  The ratings are subject to periodic review by A.M. Best and S&P.  Because these ratings have become an increasingly important factor in establishing the competitive position of insurance companies, if these ratings are reduced, our competitive position in the industry, and therefore the business, could be adversely affected in a material manner.  A significant downgrade could result in a substantial loss of business as policyholders might move to other companies with higher

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ratings. In addition, a significant downgrade could subject our Company to higher borrowing costs and our ability to access the capital markets could be negatively impacted. If our Company were to be downgraded below an “A-”, we would be required to provide additional collateral under the letter of credit facility with ING Bank, N.V., London Branch, as Administrative Agent and Letter of Credit Agent. Further, a downgrade below BBB- by S&P would subject our Company to higher interest rates payable on the 5.75% Senior Notes due October 15, 2023.  Refer to Note 9, Debt, in the Notes to Consolidated Financial Statements for additional information regarding such credit facility and 5.75% Senior Notes due October 15, 2023, respectively.

There can be no assurance that our current ratings will continue for any given period of time.  For a further discussion of our ratings, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations – Ratings included herein.

Continued or increased premium levies by Lloyd’s for the Lloyd’s Central Fund and cash calls for trust fund deposits or a significant downgrade of Lloyd’s A.M. Best rating could materially and adversely affect our Company.

The Lloyd’s Central Fund protects Lloyd’s policyholders against the failure of a member of Lloyd’s to meet its obligations.  The Lloyd’s Central Fund is a mechanism which in effect mutualizes unpaid liabilities among all members, whether individual or corporate.  The Lloyd’s Central Fund is available to back Lloyd’s policies issued after 1992.  Lloyd’s requires members to contribute to the Lloyd’s Central Fund, normally in the form of an annual contribution, although a special contribution may be levied.  The Council of Lloyd’s has discretion to call up to 3% of underwriting capacity in any one year.

Policies issued before 1993 have been reinsured by Equitas Insurance Limited (“Equitas”), an independent insurance company authorized by the Financial Services Authority, the predecessor to the PRA and the FCA. However, if Equitas were to fail or otherwise be unable to meet all of its obligations, Lloyd’s may take the view that it is appropriate to apply the Lloyd’s Central Fund to discharge those liabilities. In that case, the Council of Lloyd’s may resolve to impose a special or additional levy on the existing members, including Lloyd’s corporate members, to satisfy those liabilities.

Additionally, Lloyd’s insurance and reinsurance business is subject to local regulation, and regulators in the United States require Lloyd’s to maintain certain minimum deposits in trust funds as protection for policyholders in the United States.  These deposits may be used to cover liabilities in the event of a major claim arising in the United States and Lloyd’s may require our Company to satisfy cash calls to meet claims payment obligations and maintain minimum trust fund amounts.

Any premium levy or cash call would increase the expenses of Navigators Corporate Underwriters, Ltd. (“NCUL”), the corporate member, without providing compensating revenues, and could have a material adverse effect on our results.

Our Company believes that in the event that Lloyd’s rating is downgraded, the downgrade could have a material adverse effect on our ability to underwrite business through Lloyd’s and on our financial condition or results of operations.

Our businesses are heavily regulated, and changes in regulation may reduce our profitability and limit growth.

NIC and NSIC are subject to extensive regulation and supervision in the jurisdictions in which we conduct business.  This regulation is generally designed to protect the interests of policyholders, as opposed to insurers and their stockholders and other investors, and relates to authorization for lines of business, capital and surplus requirements, investment limitations, underwriting limitations, transactions with affiliates, dividend limitations, changes in control, premium rates and a variety of other financial and non-financial components of an insurance company’s business.

Virtually all states require insurers licensed to do business in that state to bear a portion of the loss suffered by some insureds as the result of impaired or insolvent insurance companies through the operation of guaranty funds.  The effect of these arrangements could reduce our profitability in any given period or limit our ability to grow our business.

In recent years, the state insurance regulatory framework has come under increased federal scrutiny, and some state legislatures have considered or enacted laws that may alter or increase state authority to regulate insurance companies and insurance holding companies.  Further, the NAIC and state insurance regulators are re-examining existing laws and regulations, specifically focusing on modifications to holding company regulations, interpretations of existing laws and the development of new laws.  Additionally, the Dodd-Frank Wall Street Reform and Consumer Protection Act, which became effective on July 21, 2010, established a Federal Insurance Office to, among other responsibilities identify issues or gaps in the regulation of insurers that could contribute to a systemic crisis in the insurance industry or the United States financial system. Any proposed or future legislation or NAIC initiatives may be more restrictive than current regulatory requirements or may result in higher costs.

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In response to the September 11, 2001 terrorist attacks, the United States Congress has enacted legislation designed to ensure, among other things, the availability of insurance coverage for terrorist acts, including the requirement that insurers provide such coverage in certain circumstances. The legislation also provides governmental reinsurance to the insurers who have assumed the terrorism exposure from their policyholders, but there is no certainty that these programs will be renewed upon expiration. Refer to Business – Regulation – United States included herein for a discussion of the TRIA, TRIEA and TRIPRA legislation.

In addition, new legislative, regulatory, and fiscal initiatives may be introduced in the future in any of the jurisdictions where we operate. Any of those initiatives could cause changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, development and investment in the countries where our Company currently operates, which could adversely affect our business and our financial conditions or results of operations.

Our subsidiaries are subject to the laws and regulations of each country in which they operate, with some jurisdictions imposing comprehensive regulatory requirements and others imposing fewer requirements. Our businesses in the U.K. and on the European continent are also heavily regulated and must comply with the requirements of the PRA, FCA, the NBB, FSMA, CAA and Lloyd’s, and those imposed upon the Lloyd’s market by overseas regulators where the Syndicate conducts business. Refer to Business – Regulation – United Kingdom included herein for a discussion of regulations in that jurisdiction.  

Changes in tax laws could increase our corporate taxes, reduce our deferred tax assets or affect pricing of some of our products.

We are subject to U.S. federal and various state and foreign jurisdiction taxes. Our provision for income taxes, our recorded tax liabilities and our net deferred tax assets, including any valuation allowances, are recorded based on estimates. These estimates require us to make significant judgments regarding a number of factors, including, among others, the applicability of various federal and state laws, our interpretation of tax laws and the interpretations given to those tax laws by taxing authorities and courts, the timing of future income and deductions, and our expected levels and sources of future taxable income. Additionally, from time to time there are changes to tax laws and interpretations of tax laws that could cause us to revise our estimates of the amount of tax benefits or deductions expected to be available to us in future periods. In such circumstances, any revisions to our prior estimates would be reflected in the period changed and could have a material and adverse effect on our effective tax rate, financial position, results of operations and cash flows.

 

In addition, the Tax Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. The Tax Act has impacted and is expected to continue to impact our Company’s operating results, cash flows, and financial condition.  The effect of the international provisions of the Tax Act, which generally establishes a territorial-style system for taxing foreign-source income of domestic multinational corporations, is uncertain. As a result of the Tax Act, our Company has reflected in our financial statements the estimated impact for one-time adjustments for the re-measurement of deferred tax assets (liabilities), future discounting for loss reserves and the deemed repatriation tax on unremitted foreign earnings and profits. In accordance with the SEC’s Staff Accounting Bulletin No. 118 (“SAB 118”), provisional amounts for certain income tax effects of the Tax Act were estimated. As of December 31, 2018, we have finalized the impact of the Tax Act which resulted in a decrease in the provisional amount of $1.3 million. Additionally, a tax benefit of $0.5 million related to the remeasurement of net deferred tax assets was recognized in the fourth quarter of 2018. There could be additional tax effects or adjustments related to the Tax Act that could materially impact our results of operations and financial condition.

The E.U. Directive on Solvency II may affect how our Company manages our business, subject our Company to higher capital requirements and cause us to incur additional costs to conduct our business in the E.U. (including the U.K.).

An E.U. directive covering the capital adequacy, risk management and regulatory reporting for insurers, known as Solvency II, was adopted by the European Parliament in April 2009 and became effective on January 1, 2016.  Solvency II has introduced a new system of regulation for insurers operating in the E.U. (including the United Kingdom) and presented a number of risks to us.  Over the last few years, our Company has undertaken a significant amount of work to ensure that it meets the requirements for all of the affected entities. There is a risk that if the Solvency II requirements are not met and maintained on an on-going basis, the regulator may increase the capital requirements for our subsidiaries and branch operations that are subject to Solvency II. These new regulations have the potential to adversely affect their profitability and restrict their ability to carry on business as currently conducted. 

The effects of emerging claim and coverage issues on our business are uncertain.

As industry practices and legislative, regulatory, judicial, social, financial, and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge. These issues may adversely affect the business by either extending coverage beyond the underwriting intent or by increasing the frequency and severity of claims. In some instances, these changes may

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not become apparent until after our Company has issued insurance or reinsurance contracts that are impacted. As a result, the full extent of liability under the insurance or reinsurance contracts may not be known for many years after a contract is issued.

Compliance with the legal and regulatory requirements to which we are subject is evolving and unpredictable.  In addition, compliance with new sanctions and embargo laws could have a material adverse effect on our business.

All of our business written is required to comply with a wide variety of laws and regulations, including economic sanctions and embargo laws and regulations, applicable to insurance or reinsurance companies, both in the jurisdictions in which the business is organized and where the business sells their insurance and reinsurance products, and that implicate the conduct of insureds. The insurance industry, in particular as it relates to international insurance and reinsurance companies, has become subject to increased scrutiny in many jurisdictions, including the United States, various states within the U.S., the E.U., and various countries within the E.U., and the U.K.  

Increased regulatory focus on our Company may result in costly compliance burdens and/or may otherwise increase costs, which could materially and adversely impact our financial performance.  The introduction of new or expanded economic sanctions applicable to marine insurance could also force our Company to exit certain geographic areas or product lines, which could have an adverse impact on our profitability.

Although our Company intends to maintain compliance with all applicable sanctions and embargo laws and regulations, and have established protocols, policies and procedures reasonably tailored to ensure compliance with all applicable embargo laws and regulations, there can be no assurance that our Company will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in our Company.  In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, investing in the Common Stock of our Company may adversely affect the price at which our Common Stock trades.

Moreover, our non-U.S. subsidiaries, such as NUAL, NIIC, and ASCO may be subject to different sanctions and embargo laws and regulations. The reputation and the market for the securities of our Company may be adversely affected if any such subsidiary engages in certain activities, even though such activities are lawful under applicable sanctions and embargo laws and regulations.

 

The market price of our Parent Company Common Stock may be volatile.

The price of our Parent Company Common Stock may not remain at or exceed current levels.  In addition to the other risk factors detailed herein, the following factors may have an adverse impact on the market price of our Parent Company Common Stock:

 

Actual or anticipated variations in the quarterly results of operations, including the result of catastrophes;

 

Changes in market valuations of companies in the insurance and reinsurance industry;

 

Changes in expectations of future financial performance or changes in estimates of securities analysts;

 

Issuances of common shares or other securities in the future;

 

A downgrade in our credit ratings;

 

The addition or departure of key personnel;

 

Announcements by our Company or our competitors of acquisitions, investments or strategic alliances; and

 

Failure to consummate the Merger with The Hartford.

 

Stock markets in the United States often experience price and volume fluctuations.  Market fluctuations, as well as general political and economic conditions such as a recession or interest rate or currency rate fluctuations, could adversely affect the market price of our Parent Company Common Stock.

The payment of dividends is at the discretion of our Board of Directors, and the reduction or elimination of dividends could cause a decline in the price of our Common Stock.

We are not obligated to pay dividends on our Common Stock. Any determinations by the Board of Directors to declare and pay cash dividends on our Company’s Common Stock will be based primarily upon our Company’s financial condition, results of operations,

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business requirements, regulatory and legal constraints and any other factors the Board of Directors deems relevant. Several of these factors will be subject to general economic, financial, competitive, legislative and regulatory factors beyond our Company’s control. Any reduction or elimination of dividends could cause our Company’s stock price to decline.

The inability of our subsidiaries to pay dividends to our Parent Company in sufficient amounts would harm our ability to meet obligations.

Our Parent Company is a holding company and relies primarily on dividends from our subsidiaries to meet our obligations for payment of interest and principal on outstanding debt obligations and corporate expenses.  The ability of our insurance subsidiaries to pay dividends to our Parent Company in the future will depend on their statutory surplus, on earnings and on regulatory restrictions.  For a discussion of our insurance subsidiaries’ current dividend-paying ability, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources, included herein.  Our Parent Company, as an insurance holding company, and our insurance subsidiaries are subject to regulation by some states.  Such regulation generally provides that transactions between companies within the consolidated group must be fair and equitable.  Transfers of assets among affiliated companies, certain dividend payments from underwriting subsidiaries and certain material transactions between companies within the consolidated group may be subject to prior notice to, or prior approval by, state regulatory authorities.  Our insurance subsidiaries are also subject to licensing and supervision by government regulatory agencies in the jurisdictions in which we do business.  These regulations may set standards of solvency that must be met and maintained, such as the nature of and limitations on investments, the nature of and limitations on dividends to policyholders and stockholders and the nature and extent of required participation in insurance guaranty funds.  These regulations may affect our subsidiaries’ ability to provide our Parent Company with dividends.

 

Our Company may be unable to attract and retain qualified employees.

Our Company depends on the ability to attract and retain qualified executive officers, experienced underwriters, claims professionals and other skilled employees who are knowledgeable about our Company’s lines of business.  If the quality of our executive officers, underwriting or claims team and other personnel decreases, our Company may be unable to maintain the current competitive position in the specialty markets in which our Company operates and be unable to expand our operations into new specialty markets.

 

Our Company could be adversely affected if we do not maintain effective operating procedures and controls.

Our Company engages in a large number of complex insurance and investment activities on a daily basis. We continually work to enhance our operating procedures and internal controls to effectively support our business and ensure that we are able to assess and monitor operational risks that can result from, among other things, errors, failure to document transactions properly or to obtain proper internal authorization, failure to comply with regulatory requirements, information technology failures, external events or fraud. However, a control system, no matter how well designed and operated, has inherent limitations and can provide only reasonable assurance that the control system's objectives will be met. If our operating procedures and controls are not effective or if we experience difficulties in their implementation, it could lead to financial loss, unanticipated risk exposure (including underwriting, credit and investment risk) or damage to our Company’s reputation.

 

If our Company experiences difficulties with the efficient functioning of information technology, telecommunications and other business systems, our ability to conduct our business might be adversely affected.

Our Company relies heavily on the successful, uninterrupted functioning of our information technology (“IT”), telecommunications and other business systems. Our business and continued expansion is highly dependent upon the ability to perform, in an efficient and uninterrupted fashion, necessary business functions, such as pricing, quoting and processing policies, paying claims, performing actuarial and other modeling functions. Although we have an information technology continuity plan in place to ensure the continuation of essential business operations in the event of a failure of such systems due to security breaches, network failures, or sustained or repeated loss of electricity and while we continue to test and assess our continuity plan, there is no guarantee that essential business operations could be performed upon the occurrence of any such event. A failure of our IT, telecommunication or other business systems or the termination of third-party software licenses our Company relies on in order to maintain such systems could materially impact our ability to write and process business, provide customer service, pay claims in a timely manner or perform other necessary actuarial, legal, financial and other business functions. As a result, our Company could experience financial losses and the ability of our Company to conduct business might be adversely affected.

 

22


 

Our Company is dependent upon the security of our information technology systems as well as those of our third party service providers, and a breach of the security of such systems could result in an impairment of our ability to conduct business effectively.

 

Our Company retains confidential and proprietary information on our IT systems and relies on sophisticated technologies to maintain the security of that information. In addition, we outsource certain business functions to third parties, which may expose us to enhanced risk related to data security. While, to date, our Company has not experienced, nor has any third party service provider notified us of, a material breach of cybersecurity, any administrative and technical controls and other preventive actions we take or require such service providers to take to reduce the risk of cyber-incidents and protect such systems may be insufficient to prevent physical and electronic break-ins, cyber-attacks or other security breaches. The failure to maintain the security, confidentiality or privacy of sensitive data could harm our Company’s reputation, subject us to legal claims, lead to a loss of customers and revenues and otherwise adversely affect our business and financial results. While our Company maintains cyber liability insurance that provides both third-party liability and first party liability coverages, our insurance may not be sufficient to protect us against all losses.

 

Our business operations may be affected by natural and man-made catastrophes, disasters, severe events, pandemics and crises which could result in an impairment of our ability to conduct business effectively and have a material financial impact on our financial condition.

Severe events could disrupt business operations, including depleting our Company’s workforce.  Our Company has a business continuity plan in place to mitigate the impacts from disruptive events and to be ready to restore operations if such an event were to occur. Our business continuity plan is designed to meet the needs of our policyholders, shareholders, business partners, and other constituents, and to assist other insurers in meeting their policyholder needs if requested should such an event occur.  While we continue to test and assess our business continuity plan to ensure it addresses multiple business interruption events, there is no guarantee that essential business operations could be performed upon the occurrence of any such an event. As a result, our Company could experience financial losses and the ability of our Company to conduct business might be adversely affected.

Our Company could be materially adversely affected if third parties we utilize to support our business do not comply with underwriting and claims guidelines, procedures and protocols provided by us or expose us to additional underwriting and credit risk.

Our Company utilizes third parties, including brokers, managing general agents and third party administrators, to produce or service a portion of our business. In these arrangements, we may authorize these third parties to write business, settle claims and/or collect premium on our behalf, subject to underwriting guidelines, claims handling procedures, and other contractual restrictions and obligations provided by us. Although we monitor these arrangements on an ongoing basis, these third parties could contravene such guidelines, procedures, restrictions or obligations. As a result, our Company could be exposed to potential liabilities related to policies that exceed or expand on our underwriting intention, claims practices that do not comply with our prescribed policies and procedures or operational deficiencies or misconduct with respect to the collection and handling of premium. In addition, our use of independent agents and brokers exposes our Company to additional credit risk. When policyholders purchase insurance policies from us through these agents and brokers, the premiums are often first received by them, who then pay the premiums to our Company. In many jurisdictions, the premiums are deemed paid to our Company whether or not we receive them. Although we perform due diligence on these third parties prior to our engagement of them and have implemented oversight protocols to monitor these third party arrangements, we cannot guarantee that these control mechanisms will be sufficient to mitigate all of these exposures, and consequently, our results of operations and financial condition could be materially adversely affected.

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

We have no outstanding, unresolved comments from the SEC staff at December 31, 2018.

 

ITEM 2. PROPERTIES

Our executive and administrative office is located at 400 Atlantic Street, Stamford, CT.  The lease for this space expires in October 2023.  Additionally, we operate in various locations with non-cancelable operating leases including:

 

U.S.

 

Alpharetta, GA,

 

Boston, MA,

 

Chicago, IL,

23


 

 

Coral Gables, FL,

 

Danbury, CT,

 

Ellicott City, MD,

 

Farmington, CT,

 

Houston, TX,

 

Irvine, CA,

 

Iselin, NJ,

 

Jericho, NY,

 

Los Angeles, CA,

 

Minneapolis, MN,

 

New York City, NY,

 

Philadelphia, PA,

 

Pittsburgh, PA,

 

San Francisco, CA,

 

Schaumburg, IL,

 

Seattle, WA,

 

Stamford, CT and

 

Tampa, FL.

 

International

 

Antwerp, Belgium,

 

Hong Kong,

 

London, England,

 

Madrid, Spain,

 

Milan, Italy,

 

Paris, France,

 

Rotterdam, The Netherlands and

 

Zurich, Switzerland.

 

The Company also owns real estate property which operates as office facilities in Antwerp, Belgium.

 

ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of conducting business, our subsidiaries are involved in various legal proceedings, either indirectly as insurers for parties or directly as defendants.  Most of these proceedings consist of claims litigation involving our subsidiaries as either (a) liability insurers defending or providing indemnity for third party claims brought against insureds or (b) insurers defending first party coverage claims brought against us.  Our Company accounts for such activity through the establishment of unpaid losses and LAE reserves.  Our Company’s management believes that our ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and cost of defense, will not be material to the consolidated financial condition, results of operations, or cash flows of our Company.

24


 

Our subsidiaries are also occasionally involved with other legal actions, some of which assert claims for substantial amounts.  These actions include claims asserting extra contractual obligations, such as claims involving allegations of bad faith in the handling of claims or the underwriting of policies. In general, our Company believes we have valid defenses to these cases. Our Company’s management expects that the ultimate liability, if any, with respect to such extra-contractual matters will not be material to our consolidated financial position.  Nonetheless, given the large or indeterminate amounts sought in certain of these matters, and the inherent unpredictability of litigation, an adverse outcome in such matters could, from time to time, have a material adverse outcome on our consolidated results of operations or cash flows in a particular fiscal quarter or year.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

 

 

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUE PURCHASES OF EQUITY SECURITIES

Market Information

Our Parent Company’s Common Stock is traded over-the-counter on NASDAQ under the symbol NAVG.  Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

 

The following table reflects the dividends declared each quarter for the four quarters of 2018 and 2017:

 

 

 

2018

 

 

2017

 

 

 

Dividends Declared

 

 

Dividends Declared

 

First Quarter

 

$

0.07

 

 

$

0.045

 

Second Quarter

 

 

0.07

 

 

0.06

 

Third Quarter

 

 

0.07

 

 

0.06

 

Fourth Quarter

 

 

0.07

 

 

0.06

 

 

The declaration and amount of any future dividend will be at the discretion of the Board of Directors, and will depend upon many factors, including financial condition, results of operations, business requirements, regulatory and legal constraints and any other factors the Board of Directors deems relevant.

Refer to Note 12, Stockholders’ Equity, in the Notes to Consolidated Financial Statements for additional information regarding dividends, including dividend restrictions and net assets available for dividend distribution.

Information provided to our Company by the transfer agent and proxy solicitor indicates that there are approximately 89 holders of record as of February 26, 2019 and 7,882 beneficial holders of our Common Stock, as of February 27, 2019.

Five Year Stock Performance Graph

The Five Year Stock Performance Graph and related Cumulative Indexed Returns table, as presented below, reflects the cumulative return on our Company’s Common Stock, the Standard & Poor’s 500 Index (“S&P 500 Index”) and the S&P Property and Casualty Insurance Index (the “Insurance Index”) assuming an original investment in each of $100 on December 31, 2013 (the “Base Period”) and reinvestment of dividends to the extent declared.  Cumulative returns for each year subsequent to 2013 are measured as a change from this Base Period.

25


 

The comparison of five year cumulative returns among our Company, the companies listed in the S&P 500 Index and the Insurance Index are as follows:

 

 

  

 

Cumulative Indexed Returns

 

 

 

Years Ended December 31,

 

 

 

Base Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company / Index

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

The Navigators Group, Inc.

 

 

100.00

 

 

116.12

 

 

135.83

 

 

186.96

 

 

155.29

 

 

222.58

 

S&P 500 Index

 

 

100.00

 

 

113.68

 

 

115.24

 

 

129.02

 

 

157.17

 

 

150.27

 

Insurance Index

 

 

100.00

 

 

115.74

 

 

126.77

 

 

146.68

 

 

179.52

 

 

171.10

 

 

Recent Sales of Unregistered Securities

None

Use of Proceeds from Public Offering of Debt Securities

None

Purchases of Equity Securities by the Issuer

None

 

 

26


 

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial data including consolidated financial information of our Company for each of the last five calendar years, derived from our Company’s audited Consolidated Financial Statements.  The table should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and Supplementary Data, included herein.

 

 

 

Years Ended December 31,

 

in thousands, except per share amounts

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

Operating information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Written Premiums

 

$

1,912,961

 

 

$

1,713,265

 

 

$

1,568,911

 

 

$

1,453,502

 

 

$

1,432,353

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earned Premiums

 

$