UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

For the quarterly period ended June 30, 2017

or

For the transition period from              to

Commission file number 0-15886

 

The Navigators Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

(203) 905-6090

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

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

 

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 number of common shares outstanding as of July 28, 2017 was 29,498,176.

 

 

 

 

---

 

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

INDEX

Contents

 

 

 

 

2

---

 

PART I. FINANCIAL INFORMATION

 

Item 1.  Financial Statements

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

(1) - We completed a two-for-one stock split on January 20, 2017. All share and per share data prior to January 20, 2017 has been retroactively restated on a post-split basis.

See accompanying Notes to Interim Consolidated Financial Statements.

 

 

3

---

 

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

 

 

(1) - We completed a two-for-one stock split on January 20, 2017. All share and per share data prior to January 20, 2017 has been retroactively restated on a post-split basis.

See accompanying Notes to Interim Consolidated Financial Statements.

 

 

4

---

 

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

 

 

 

See accompanying Notes to Interim Consolidated Financial Statements.

 

 

 

5

---

 

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)

 

 

(1) - We completed a two-for-one stock split on January 20, 2017. All share data prior to January 20, 2017 has been retroactively restated on a post-split basis.

(2) - Includes shares issued under the Second Amended and Restated 2005 Stock Incentive Plan to Directors and the Employee Stock Purchase Plan.

 

See accompanying Notes to Interim Consolidated Financial Statements.

 

 

 

6

---

 

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

 

See accompanying Notes to Interim Consolidated Financial Statements.

7

---

 

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

Notes to Interim Consolidated Financial Statements (Unaudited)

 

 

NOTE 1.  ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Organization

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, primarily 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 (“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.

Effective January 1, 2017, we sold our underwriting agency operations in Sweden and Denmark. The transaction represented a 100% disposition of our Sweden and Denmark corporations, NUAL AB and Navigators A/S, respectively. This transaction did not have a material impact on our financial statements.

Basis of Presentation

The Consolidated Balance Sheet at June 30, 2017 and the Consolidated Statements of Income, Comprehensive Income, Stockholders’ Equity and Cash Flows for the periods ended June 30, 2017 and 2016 are unaudited. The Balance Sheet at December 31, 2016 is derived from our audited Financial Statements. The accompanying Interim Consolidated Financial Statements reflect all adjustments, which, in the opinion of management, are necessary to fairly present the results of our Company for the interim periods presented on the basis of U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. All significant intercompany transactions and balances have been eliminated in consolidation. The preparation of these Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Financial Statements and the reported revenues and expenses during the reporting periods. The results of operations for any interim period are not necessarily indicative of results for the full year. The Interim Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2016. Certain amounts for the prior period have been reclassified to conform with the current period presentation.

Income Taxes

The interim income tax provision has been computed based on our estimated annual Effective Tax Rate, which represents our best estimate on a year to date basis for the interim period. As a result, the tax provision for a given quarter equals the difference between the provision recorded cumulatively year to date less the amount recorded cumulatively as of the end of the prior interim period. Our Effective Tax Rate for the quarter and year to date differs from the federal tax rate of 35% primarily due to an excess tax benefit related to the vesting of stock compensation at fair market value, tax-exempt investment income and dividends received deduction.

Starting in the first quarter of 2017, excess tax benefits related to the vesting of stock compensation were recognized as a reduction to Income Tax Expense rather than as an increase to Additional Paid-In Capital as a result of the adoption of the Accounting Standards Update (“ASU”) 2016-09 (see section New Accounting Standards Adopted in 2017 of this footnote for further information on the adoption of this standard).

8

---

 

Significant Accounting Policies

There were no changes in our significant accounting policies subsequent to our Annual Report on Form 10-K for the year ended December 31, 2016.

New Accounting Standards Adopted in 2017

Share-Based Compensation Accounting

Effective January 1, 2017, our Company adopted ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” issued by the Financial Accounting Standards Board (the “FASB”). This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled, eliminates the requirement that excess tax benefits be realized before companies can recognize them, requires the presentation of excess tax benefits as an operating activity on the statement of cash flows, allows employers to increase the amounts withheld to cover income taxes on share-based compensation awards without requiring liability classification, requires the presentation of employee taxes paid as a financing activity on the statement of cash flows, and requires companies to elect whether they will account for award forfeitures by recognizing forfeitures only as they occur or by estimating the number of awards expected to be forfeited.

The requirement to recognize all income tax effects of awards in the income statement when the awards vest or are settled was adopted on a prospective basis. Previously, these amounts were recorded in Additional Paid-In Capital. This change also prospectively impacts the calculation of potential common shares used to determine Diluted Net Income per Common Share under the treasury stock method. The new standard requires that assumed proceeds under the treasury stock method be modified to exclude the amount of excess tax benefits that previously would have been recognized in Additional Paid-In Capital.

We elected to account for forfeitures of share-based payment awards by recognizing forfeitures of awards as they occur, and upon adoption of this guidance, the payment of employee taxes was retrospectively adjusted on the Consolidated Statements of Cash Flows to be classified as a financing activity. All other changes in the ASU did not result in cumulative-effect or retrospective adjustments. The adoption of this guidance did not materially impact our results of operations, financial condition or liquidity.

Transition to Equity Method of Accounting

Effective January 1, 2017, our Company adopted the ASU 2016-07, “Simplifying the Transition to the Equity Method of Accounting” issued by the FASB. This guidance eliminates the requirement to retrospectively apply equity method accounting when an investment that had been accounted for by another method initially qualifies for the equity method. Our Company did not have any investments transitioning to the equity method of accounting during the six months ended June 30, 2017. The adoption of this guidance did not impact our results of operations, financial condition or liquidity.

Share-Based Compensation Modification Accounting

During the second quarter of 2017, our Company early adopted the ASU 2017-09, “Scope of Modification Accounting” issued by the FASB. This guidance clarifies when changes to the terms or conditions of a share-based award must be accounted for as modifications. Under the new guidance, modification accounting is required if the value, vesting conditions or classification of the award changes. This guidance will be applied prospectively to awards modified on or after the adoption date. The adoption of this guidance did not impact our results of operations, financial condition or liquidity.

Recently Issued Accounting Standards Not Yet Adopted

Definition of a Business

In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. This guidance will be applied prospectively to any transactions occurring within the period of adoption.

Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test). This guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This guidance will be adopted on a prospective basis.

9

---

 

Callable Debt Securities

In March 2017, the FASB issued ASU 2017-08, “Premium Amortization on Purchased Callable Debt Securities” that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. This guidance will be adopted using a modified retrospective transition approach. The adoption of this guidance is not expected to materially impact our results of operations, financial condition or liquidity.

 

 

NOTE 2.  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 through our reporting segments: U.S. Insurance, International Insurance (“Int’l Insurance”), Global Reinsurance (“GlobalRe”) and Corporate. 

We classify our business into three underwriting segments: U.S. Insurance, Int’l Insurance and GlobalRe.  Both the U.S. Insurance and Int’l Insurance reporting segments are each comprised of three operating segments: Marine, P&C and Professional Liability.

We evaluate the performance of each of the underwriting segments based on underwriting results.  Underwriting results are measured based on Underwriting Profit or Loss and the related Combined Ratio, which are both measures of underwriting profitability.   Underwriting Profit (Loss) is calculated from Net Earned Premiums less the sum of Net Losses and Loss Adjustment Expenses (“LAE”), Commission Expenses, Other Operating Expenses and Other Underwriting Income (Expense).  The Combined Ratio is derived by dividing the sum of Net Losses and LAE, Commission Expenses, Other Operating Expenses and Other Underwriting Income (Expense) by Net Earned Premiums.  A Combined Ratio of less than 100% indicates an Underwriting Profit and greater than 100% indicates an Underwriting Loss.  Our underwriting performance is evaluated separately from the rest of our operations.  

The performance of our investment portfolios, our liquidity and capital resource needs, our foreign currency exposure and our tax planning strategies are evaluated on a consolidated basis within our Corporate segment. We do not allocate our assets by underwriting segment as we evaluate the underwriting results of these segments separately from the results of our investments portfolio.

Financial data by segment for the three and six months ended June 30, 2017 and 2016 was as follows:

 

 

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

10

---

 

 

 

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

 

 

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

11

---

 

 

 

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

Revenue by operating segment for the three and six months ended June 30, 2017 and 2016 was as follows:

 

 

 

 

 

12

---

 

NOTE 3.  INVESTMENTS

The following tables set forth our Company’s available-for-sale investments as of June 30, 2017 and December 31, 2016 and include Other-Than-Temporary-Impairment (“OTTI”) securities recognized within Accumulated Other Comprehensive Income (“AOCI”):

 

 

 

Corporate Exposures consist of investments in corporate bonds, hybrid bonds and redeemable preferred stocks.

During 2016, our Company made investments in certain companies, which are reported as Other Invested Assets on the Consolidated Balance Sheet and accounted for using the equity method.  In applying the equity method, these investments are initially recorded at cost and are subsequently adjusted based on our Company’s proportionate share of the net income or loss of the investments. Our initial purchase price for these investments was $2.0 million with a current carrying value of $1.8 million at June 30, 2017 as reflected on our Consolidated Balance Sheet.

13

---

 

As of June 30, 2017 and December 31, 2016, our Company did not have a concentration of greater than 5% of invested assets in a single non-government backed issuer.

As of June 30, 2017 and December 31, 2016, Fixed Maturities for which Non-Credit OTTI was previously recognized and included in AOCI were in a Net Unrealized Gain position of $0.4 million in each period.

The fair value of our Company’s investment portfolio may fluctuate significantly in response to various factors such as changes in interest rates, investment quality ratings, equity prices, foreign exchange rates and credit spreads. Our Company does not have the intent to sell nor is it more likely than not that it will have to sell Fixed Maturities in unrealized loss positions that are not other-than-temporarily impaired before recovery. For structured securities, default probability and severity assumptions differ based on property type, vintage and the stress of the collateral. Our Company does not intend to sell, and it is more likely than not that our Company will not be required to sell, these securities before the recovery of the amortized cost basis. For Equity Securities, our Company also considers our intent to hold securities as part of the process of evaluating whether a decline in fair value represents an other-than-temporary decline in value. Our Company may realize investment losses to the extent our liquidity needs require the disposition of Fixed Maturity securities in unfavorable interest rate, liquidity or credit spread environments. Significant changes in the factors our Company considers when evaluating investments for impairment losses could result in a significant change in impairment losses reported in the Consolidated Financial Statements.

The contractual maturity dates for Fixed Maturities categorized by the number of years until maturity as of June 30, 2017 are shown in the following table:

 

 

Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Prepayment assumptions associated with the Mortgage-Backed and Asset-Backed Securities are reviewed on a periodic basis. When changes in prepayment assumptions are deemed necessary as the result of actual prepayments differing from anticipated prepayments, securities are revalued based upon the new prepayment assumptions utilizing the retrospective accounting method. Due to the periodic repayment of principal, our Mortgage-Backed and Asset-Backed Securities are estimated to have an effective maturity of approximately 4.9 years.

14

---

 

The following tables summarize all securities in a gross unrealized loss position as of June 30, 2017 and December 31, 2016, showing the aggregate fair value and gross unrealized loss by the length of time those securities have continuously been in a gross unrealized loss position:

 

 

 

Our Company analyzes impaired securities quarterly to determine if any impairments are other-than-temporary.  The above securities with unrealized losses are deemed to be temporarily impaired based on our evaluation.  

As of June 30, 2017, there were 321 Fixed Maturities and 40 Equity Securities in an unrealized loss position. As of December 31, 2016, there were 413 Fixed Maturities and 75 Equity Securities in an unrealized loss position. As of June 30, 2017 and December 31, 2016, the gross unrealized loss for the greater than 12 months category consists primarily of Agency and Foreign Government Bonds principally due to an unfavorable foreign exchange movement. To a lesser extent the gross unrealized loss for the greater than 12

15

---

 

months category is driven by unrealized losses on our longer dated Municipal Bonds and one Commercial Mortgage-Backed Security which were impacted by rising interest rates and widening credit spreads. The gross unrealized loss for the less than 12 months category for the period ended June 30, 2017 and December 31, 2016 consists primarily of Agency Mortgage-Backed Securities and Corporate Exposures due to an increase in interest rates since the time of purchase.    

As of June 30, 2017 and December 31, 2016, the largest unrealized loss by a non-government backed issuer in the investment portfolio was $0.9 million and $1.0 million, respectively.

Our Company’s ability to hold securities is supported by sufficient cash flow from our operations and from maturities within our investment portfolio in order to meet our claims payments and other disbursement obligations arising from our underwriting operations without selling such investments.  With respect to securities where the decline in value is determined to be temporary and the security’s value is not written down, a subsequent decision may be made to sell that security and realize a loss.  Subsequent decisions on security sales are made within the context of overall risk monitoring, changing information and market conditions.  

Our Company had no credit related OTTI losses during the three months ended June 30, 2017. Our Company had two credit related OTTI losses of $1.1 million in the equity portfolio during the six months ended June 30, 2017. Our Company had one credit related OTTI loss of $0.2 million in the Fixed Maturities portfolio during the three and six months ended June 30, 2016.

The following table summarizes the cumulative amounts related to our Company’s credit loss portion of the OTTI losses on Fixed Maturities for the three and six months ended June 30, 2017 and 2016:

 

 

Our Company’s Net Investment Income was derived from the following sources:

 

 

16

---

 

Realized Gains and Losses, excluding net OTTI losses recognized in earnings, for the periods indicated, were as follows:

 

 

 

NOTE 4.  FAIR VALUE MEASUREMENT

The fair value of our financial instruments is determined based on the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets.  Examples are listed Common Stocks and fixed income securities traded on an exchange.  U.S. Treasury securities are reported as Level 1 and are valued based on unadjusted quoted prices for identical assets in active markets that our Company can access.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.  Examples are Asset-Backed and Mortgage-Backed Securities that are similar to other Asset-Backed or Mortgage-Backed Securities observed in the market. U.S. Government Agency Securities are reported as Level 2 and are valued using yields and spreads that are observable in active markets.

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.  An example would be a private placement with minimal liquidity.

17

---

 

The following tables present, for each of the fair value hierarchy levels as defined by the accounting guidance for fair value measurements described above, our Company’s Fixed Maturities and Equity Securities by asset class that are measured at fair value on a recurring basis, as well as the fair value of the 5.75% Senior Notes due October 15, 2023 (the “Senior Notes”) carried at amortized cost as of June 30, 2017 and December 31, 2016:

 

 

 

All other financial assets and liabilities including Cash, Premium Receivable, Reinsurance Recoverable and Reinsurance Balances Payable are carried at cost, which approximates fair value.

Our Company did not have any significant transfers between Level 1 and Level 2 classifications for the three and six months ended June 30, 2017 and 2016.

18

---

 

As of June 30, 2017, our Company did not have any Level 3 assets.

 

 

NOTE 5.  LOSS RESERVES

We establish reserves for the estimated unpaid ultimate liability for losses and LAE under the terms of our policies and agreements.  The determination of Reserves for Losses and LAE is partially dependent upon the receipt of information from agents and brokers.  Reserves include estimates for both claims that have been reported and for those that have been incurred but not reported (“IBNR”), and include estimates of expenses associated with processing and settling these claims.  Reserves are recorded in Reserves for Losses and LAE in the Consolidated Balance Sheets.  Our estimates and judgements may be revised as additional experience and other data become available and are reviewed, as new or improved methodologies are developed, or as laws change. Frequency/severity analyses are also performed for certain books of business.  To the extent that reserves are found deficient or redundant, a strengthening or release is recognized as a charge or credit to earnings.

The following table summarizes our Company’s Reserves for Losses and LAE activity for the six months ended June 30, 2017 and 2016:

 

 

For the six months ended June 30, 2017, our Incurred Losses and LAE increased $26.5 million as compared to the same period in 2016.

 

The Provision for Losses and LAE for Claims Occurring in the Current Year increased primarily due to growth in production increasing Net Earned Premium. This increase was partially offset by $10.9 million less of additional net current AY loss activity primarily related to a lower level of large event losses during the six months ended June 30, 2017 compared to the same period in 2016, which included the Alberta Wildfires, Ecuador Earthquake and Taiwan Earthquake.

 

In addition, we incurred $15.1 million of net prior accident year (“AY”) reserve strengthening for the six months ended June 30, 2017 primarily related to attritional loss development in our Int’l Insurance reporting segment and the settlement of a large claim in our GlobalRe reporting segment compared to $10.6 million of net prior AY reserve releases for the same period in 2016 attributable to better than expected loss emergence within all three reporting segments.

For the six months ended June 30, 2017, our Losses and LAE Payments increased $46.6 million as compared to the same period in 2016, primarily due to increased claim payments in our Int’l Insurance reporting segment.

 

 

NOTE 6. CEDED REINSURANCE

As of June 30, 2017, the credit quality distribution of our Company’s Reinsurance Recoverable of $1.1 billion for ceded paid losses, ceded unpaid losses and LAE, and ceded unearned premiums based on insurer financial strength ratings from A.M. Best or S&P was not significantly different from the credit quality distribution as of December 31, 2016.

Our allowance for uncollectible reinsurance was $12.1 million as of June 30, 2017 and December 31, 2016.

As of June 30, 2017, the list of our 10 largest reinsurers measured by the amount of Reinsurance Recoverable for ceded losses and LAE and ceded unearned premium, together with the reinsurance recoverable and collateral, was comparable to the list as of December 31, 2016.

19

---

 

 

 

NOTE 7.  COMMITMENTS AND CONTINGENCIES

In 2013, the State of Connecticut (“the State”) awarded our Company up to $11.5 million ($8.0 million in loans and $3.5 million in grants) to move our corporate headquarters to Stamford, Connecticut.  The loan is non-interest bearing, has a term of 10 years and is subject to forgiveness based on our compliance with certain conditions set forth in the agreement with the State.  The amount of the loan to be received is dependent on our Company reaching certain milestones for creation of new jobs over a five-year period, and the funds are to be used to offset certain equipment purchases, facility costs, training of employees and other eligible project-related costs.  As of June 30, 2017, our Company had received $9.9 million of the award ($7.5 million in loans and $2.4 million of the grant) and earned a loan forgiveness credit of $7.0 million with the State. Our Company is recognizing the amount of loan and grants received over the period in which offsetting expenses are recognized. Our Company recognized $0.3 million and $0.6 million of the incentive for the three and six months ended June 30, 2017. As of June 30, 2017 and December 31, 2016, our Company has deferred revenue of $5.2 million and $4.8 million, respectively, which is included in Other Liabilities on the Consolidated Balance Sheets.

On February 16, 2017, our Company entered into a guarantee, pursuant to which it guaranteed all of the liabilities and obligations of NIIC (the “Guarantee”). The Guarantee will remain effective until all of such liabilities and obligations are discharged, and in the event that our Company does not meet its obligations under the Guarantee, any person who is covered by an insurance policy, certificate of coverage or reinsurance contract issued by NIIC will be a third party beneficiary under the Guarantee.  Our Company’s obligations under the Guarantee may be terminated by providing twelve months prior written notice to NIIC. However the obligations of our Company under the Guarantee terminate immediately in the event that (i) the majority of the outstanding voting capital stock in NIIC is sold to any non-affiliated entity; (ii) A.M. Best has confirmed that NIIC will receive the same financial strength rating as NIC or NSIC, without the benefit of the Guarantee; or (iii) NIIC withdraws its request to be rated by A.M. Best, provided that NIIC has not been downgraded within the prior twelve months.

In the ordinary course of conducting business, our Parent Company’s subsidiaries are involved in various legal proceedings. Most of these proceedings consist of claims litigation involving our Parent Company’s 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 them. In general, our Company believes we have valid defenses to these cases. Our Company’s management believes that the ultimate liability, if any, with respect to these legal proceedings, after consideration of provisions made for potential losses and cost of defense, will not be material to our Company’s Consolidated Balance Sheets, Statements of Income and Statements of Cash Flows.

 

 

NOTE 8.  STOCK-BASED COMPENSATION

Stock-based compensation granted under our Company’s stock plans is expensed in tranches over the vesting period. Non-performance based grants generally vest equally over a three or four-year period. Performance units generally cliff vest three years after they are granted. For the six months ended June 30, 2017, we granted 261,733 stock incentive units at a weighted average grant price of $55.74. Each performance unit and restricted stock unit represents a contingent right to receive one share of Common Stock as of the vesting date. Such Common Stock may be subject to forfeiture for the payment of any required tax withholding.

 

 

NOTE 9. STOCKHOLDERS’ EQUITY

On June 30, 2017 our Company paid a dividend of $0.06 per share on The Navigators Group, Inc. Common Stock to Stockholders of record on June 9, 2017. 

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, legal constraints and other factors the Board of Directors deems relevant.

 

 

NOTE 10. SUBSEQUENT EVENTS

On August 3, 2017, our Board of Directors declared a cash dividend on our Company’s Common Stock of $0.06 per share, payable on September 14, 2017 to stockholders of record on August 24, 2017.

20

---

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q 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 Quarterly 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, and are subject to a number of risks and uncertainties, including those described in the “Risk Factors” section of our 2016 Annual Report on Form 10-K.  We operate in a competitive environment, with new risks emerging from time to time. We cannot assure you that anticipated results will be achieved, since actual results may differ materially because of both known and unknown risks and uncertainties which we face.

In light of these risks, uncertainties and assumptions, any forward-looking events discussed in this Form 10-Q may not occur, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their respective dates.

U.S. GAAP and Non-GAAP Financial Performance Metrics

Throughout this Quarterly Report, we present our operations in the way we believe will be most meaningful, useful and transparent to anyone using this financial information to evaluate our performance. In addition to the presentation of Net Income, Book Value, Book Value per Share, Net Losses and LAE Reserves and Combined Ratio, we show certain non-GAAP financial measures as defined in Regulation G that we believe are valuable in managing our business and drawing comparisons to our peers. These non-GAAP measures are Net Operating Earnings, Underwriting Profit (Loss), and Adjusted Net Losses and LAE Ratio.

The following is a list of GAAP and non-GAAP measures found throughout this report with their definitions, relationships to GAAP measures and explanations of their importance to our operations:

Book Value and Book Value Per Share

Book Value is equivalent to Stockholders’ Equity and Book Value per Share is calculated by dividing Stockholders’ Equity by the number of outstanding shares at the end of the interim period.

Net Losses and LAE Reserves

Reserves for Losses and LAE, as shown in the liabilities section of our Consolidated Balance Sheets, represents the total gross obligations to claimants for both estimates of known claims and estimates for IBNR claims. The related asset item, Reinsurance Recoverable on Unpaid Losses and LAE, is the estimate of both known claims and IBNR that we expect to recover from reinsurers. The net of these two items is generally referred to as Net Losses and LAE Reserves and is commonly used in our disclosures regarding the process of establishing these various estimated amounts.

Combined Ratio

The Combined Ratio is a common insurance industry measure of profitability for any underwriting operation and is calculated in three components. First, the Loss Ratio is Net Losses and LAE divided by Net Earned Premiums. The second component, the Commission Expense Ratio is Commission Expenses divided by Net Earned Premiums. The third component, the Other Operating Expense Ratio, reflects the sum of Other Operating Expenses and Other Underwriting Income (Expense), divided by Net Earned Premiums. All items included in these components of the Combined Ratio are presented in our GAAP Consolidated Financial Statements. The sum of the Loss, Commission Expense and Other Operating Expense Ratios is the Combined Ratio. The difference between the Combined Ratio and 100% reflects the rate of Underwriting Profit (Loss). For example, a Combined Ratio of 85% implies that for every $100 of premium we earn, we record $15 of Underwriting Profit.

Net Operating Earnings

Net Operating Earnings is a “non-GAAP financial measure” as defined in Regulation G. Net Operating Earnings is comprised of Net Income excluding After-Tax Net Realized Gains (Losses), After-Tax Net OTTI Losses Recognized in Earnings, and After-Tax Foreign Exchange Gains and Losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity’s functional currency) and translation adjustments (translation of foreign currency denominated assets and liabilities into the entity’s functional currency). We believe that showing Net Income exclusive of Realized Gains and Losses, Net OTTI Losses Recognized in Earnings, and Foreign Exchange Gains and Losses reflects the underlying fundamentals of our business.

21

---

 

A reconciliation of Net Income (the nearest GAAP financial measure) to Net Operating Earnings can be found in Item 2, Results of Operations. We believe this presentation enhances the understanding of our results of operations by highlighting the underlying profitability of our business and enables investors and other users of our financial information to analyze underlying business performance in a manner similar to management. We also believe this measure follows industry practice and, therefore facilitates comparison of our performance with our peer group.

Underwriting Profit (Loss)

Underwriting Profit (Loss) represents one measure of the pre-tax profitability of our insurance operations and is derived by subtracting Net Losses and LAE Incurred, Commission Expenses, Other Operating Expenses and Other Underwriting Income (Expense) from Net Earned Premiums. This information is available in total and by segment in Note 2 – Segment Information in the Interim Consolidated Financial Statements. The nearest comparable GAAP measure is Income Before Income Taxes which, in addition to Net Underwriting Profit (Loss), includes Net Investment Income, OTTI, Net Realized Gains (Losses) on Investments, Interest Expense and Other Income (Loss). While this measure is presented in the footnotes to the Interim Consolidated Financial Statements, it is considered a “non-GAAP financial measure” as defined in Regulation G when presented elsewhere on a consolidated basis.

A reconciliation of total Net Underwriting Profit (Loss) and its components to Income Before Income Taxes (the nearest GAAP financial measure) can be found in Item 1, Note 2 to the Interim Consolidated Financial Statements and in Item 2, Segment Results. We believe that presentation of Net Underwriting Profit (Loss) provides investors with an enhanced understanding of our results of operations, by highlighting the underlying pre-tax profitability of our underwriting activities.

Adjusted Net Losses and LAE Ratio

The Net Losses and LAE ratio is a major component of our Underwriting Profit (Loss). In order to better understand the impact of this ratio on Underwriting Profit (Loss), we present the impact of reinsurance reinstatement premiums (“RRPs”), development on current AY results and development on prior AY results to arrive at our Adjusted Net Losses and LAE Ratio.

A reconciliation of the Net Losses and LAE Ratio (the nearest GAAP financial measure) to the Adjusted Net Losses and LAE ratio can be found in Item 2, Results of Operations and Segment Results. We believe that presentation of the Adjusted Net Losses and LAE Ratio allows investors to more easily analyze our Company’s results of operations and understand our underlying business performance.

Overview

The discussion and analysis of our financial condition and results of operations contained herein should be read in conjunction with our 2016 Annual Report on Form 10-K in its entirety as well as the statements under “Forward-Looking Statements” and the Interim Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a complete description of events, trends, uncertainties, risks and critical accounting estimates affecting us.

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 P&C insurance, primarily 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 D&O and E&O divisions, as well as assumed reinsurance products.

On December 6, 2016, our Board of Directors declared a two-for-one stock split of The Navigators Group, Inc. Common Stock, to be effected in the form of a stock dividend. Stockholders of record at the close of business on December 30, 2016 received one additional share of Common Stock for every share of Common Stock held. The additional shares of Common Stock were issued on January 20, 2017. All disclosures of shares and per share data have been retroactively adjusted to reflect the stock split for all periods presented.

Effective January 1, 2017, we sold our underwriting agency operations in Sweden and Denmark. The transaction represented a 100% disposition of our Sweden and Denmark corporations, NUAL AB and Navigators A/S, respectively. This transaction did not materially impact our results of operation, financial condition or liquidity.

Additionally, during the first quarter of 2017 our new U.K. based insurance company, NIIC, which is a wholly-owned direct subsidiary of our Parent Company, began writing business.

22

---

 

Financial Highlights – Selected Indicators

 

 

 

(1) - We completed a two-for-one stock split on January 20, 2017. All share and per share data prior to January 20, 2017 has been retroactively restated on a post-split basis.

Our revenue is primarily comprised of premiums and investment income. Cash flow is generated from premiums collected and investment income received less paid losses and loss expenses, Commission Expenses and administrative expenses as well as the timing of reinsurance receipts and payments. Our products are distributed through multiple channels, utilizing global, national and regional retail and wholesale insurance brokers.

We report our results of operations consistent with the manner in which our Chief Operating Decision Maker reviews the business to assess performance by our four reportable segments: U.S. Insurance, Int’l Insurance, GlobalRe and Corporate.  

 

 

23

---

 

Results of Operations

The following table presents a summary of our consolidated financial results for the three and six months ended June 30, 2017 and 2016:

 

 

NM - Percentage change not meaningful

(1) - We completed a two-for-one stock split on January 20, 2017. All per share data has been retroactively restated on a post-split basis.

(2) - Includes Other Operating Expenses and Other Underwriting Income.

24

---

 

The following tables calculate our Net Operating Earnings for the three and six months ended June 30, 2017 and 2016:

 

 

 

NM - Percentage change not meaningful

(1) - Tax impact is estimated by applying the statutory rates of applicable jurisdictions, after consideration of any other relevant factors.

(2) - We completed a two-for-one stock split on January 20, 2017. All per share data has been retroactively restated on a post-split basis.

Underwriting Profit

Quarter to Date Variance

Underwriting Profit increased $6.7 million for the three months ended June 30, 2017 compared to the same period in 2016, driven by a $6.6 million decrease in Underwriting Losses within our Int’l Insurance reporting segment and a $2.7 million increase in Underwriting Profit for our GlobalRe reporting segment, partially offset by a $2.5 million decrease in Underwriting Profit for our U.S. Insurance reporting segment.

The decrease in Underwriting Losses for our Int’l Insurance reporting segment for the three months ended June 30, 2017 compared to the same period in 2016 was primarily due to a decrease in the current AY loss development due to a lower level of large event losses, the impact of increased Net Earned Premiums and lower operating expenses, partially offset by net prior year reserve strengthening in 2017 compared to net prior year reserve releases in 2016 and an increase in the Commission Expense.

The increase in Underwriting Profit for our GlobalRe reporting segment for the three months ended June 30, 2017 compared to the same period in 2016 was primarily due to a decrease in the current AY loss development due to a lower level of large event losses and the impact of increased Net Earned Premiums, partially offset by net prior year reserve strengthening in 2017 compared to net prior year reserve releases in 2016 and higher operating expenses.

The decrease in Underwriting Profit for our U.S. Insurance reporting segment for the three months ended June 30, 2017 compared to the same period in 2016 was primarily due to net prior year reserve strengthening in 2017 compared to net prior year reserve releases in 2016, an increase in the Commission Expense and higher operating expenses, partially offset by the impact of increased Net Earned Premiums.

25

---

 

Year to Date Variance

Underwriting Profit increased $3.9 million for the six months ended June 30, 2017 compared to the same period in 2016, driven by a $3.0 million increase in Underwriting Profit for our GlobalRe reporting segment, a $0.5 million decrease in Underwriting Losses for our Int’l Insurance reporting segment and a $0.3 million increase in Underwriting Profit for our U.S. Insurance reporting segment.

The increase in Underwriting Profit for our GlobalRe reporting segment for the six months ended June 30, 2017 compared to the same period in 2016 was primarily due to a decrease in the current AY loss development due to a lower level of large event losses and the impact of increased Net Earned Premiums, partially offset by net prior year reserve strengthening in 2017 compared to net prior year reserve releases in 2016, an increase in the Commission Expense and higher operating expenses.

The decrease in Underwriting Losses for our Int’l Insurance reporting segment for the six months ended June 30, 2017 compared to the same period in 2016 was attributable to the same drivers as the quarter to date variance.

The increase in Underwriting Profit for our U.S. Insurance reporting segment for the six months ended June 30, 2017 compared to the same period in 2016 was primarily due to the impact of increased Net Earned Premiums and improved loss performance on certain divisions, partially offset by a higher level of net prior year reserve releases in 2016, an increase in the Commission Expense and higher operating expenses.

For more detail on the Underwriting Profit, see the U.S. Insurance, Int’l Insurance and GlobalRe reporting segment results sections included herein.

A major component of our Underwriting Profit (Loss) is Net Losses and LAE.  The following tables present the impact of changes in reserves and RRPs on our Net Losses and LAE Ratio for the three and six months ended June 30, 2017 and 2016.

 

 

 

Quarter to Date Variance

For the three months ended June 30, 2017, our Reported Net Losses and LAE Ratio decreased 2.1 points as compared to the same period in 2016.

The decrease was impacted by the level of large event losses and RRPs during the three months ended June 30, 2016, which included the Alberta Wildfires, Ecuador Earthquake and Taiwan Earthquake, compared to the same period in 2017. Partially offsetting the decrease in the reported Net Losses and LAE Ratio for the three months ended June 30, 2017 was $8.0 million of Net Prior AY Reserve Strengthening primarily related to attritional loss development in our Int’l Insurance reporting segment and the settlement of a large Accident & Health (“A&H”) claim in our GlobalRe reporting segment compared to Net Prior AY Reserve Releases of $8.8 million for the same period in 2016 attributable to better than expected loss emergence within all three reporting segments.

After adjusting for Additional Net Current AY Reserve Development, Net Prior AY Reserve Release/(Strengthening) and RRPs, the Adjusted Net Losses and LAE Ratio for the three months ended June 30, 2017 decreased 2.1 points compared to the same period in 2016 primarily attributable to changes in the mix of business.

26

---

 

Year to Date Variance

For the six months ended June 30, 2017, our Reported Net Losses and LAE Ratio decreased 0.3 points as compared to the same period in 2016.

The decrease was impacted by the level of large event losses and RRPs during the six months ended June 30, 2016, which included the Alberta Wildfires, Ecuador Earthquake and Taiwan Earthquake, compared to the same period in 2017. Partially offsetting the decrease in the Reported Net Losses and LAE Ratio for the six months ended June 30, 2017 was $15.1 million of Net Prior AY Reserve Strengthening primarily related to attritional loss development in our Int’l Insurance reporting segment and the settlement of a large A&H claim in our GlobalRe reporting segment compared to Net Prior AY Reserve Releases of $10.6 million for the same period in 2016 attributable to better than expected loss emergence within all three reporting segments.

After adjusting for Additional Net Current AY Reserve Development, Net Prior AY Reserve Release/(Strengthening) and RRPs, the Adjusted Net Losses and LAE Ratio for the six months ended June 30, 2017 decreased 2.2 points compared to the same period in 2016 primarily attributable to changes in the mix of business.

Net Investment Income

Our Net Investment Income was derived from the following sources:

 

Quarter and Year to Date Variance

The increase in total Net Investment Income for the three and six months ended June 30, 2017 as compared to the same periods in the prior year was due to growth of invested assets coupled with higher yields. The annualized pre-tax yield, excluding Net Realized Gains and Losses and OTTI Losses Recognized in Earnings, for the three months ended June 30, 2017 and 2016, was 2.8% and 2.6%, respectively.  The annualized pre-tax yield, excluding Net Realized Gains and Losses and OTTI Losses Recognized in Earnings, for the six months ended June 30, 2017 and 2016, was 2.7% and 2.6%, respectively.  

As part of our overall investment strategy, we seek to build a tax efficient investment portfolio by maintaining an allocation of tax- exempt municipal bonds. The tax-exempt portion of our Fixed Maturities portfolio was 19.5% at June 30, 2017 as compared to 17.6% at June 30, 2016. Additionally, substantially all of our equity portfolio is invested in tax efficient securities which qualify for the dividends received deduction. The tax equivalent yield for the three months ended June 30, 2017 and 2016 was 3.2% and 2.8%, respectively. The tax equivalent yield for the six months ended June 30, 2017 and 2016 was 3.1% and 2.8%, respectively.

OTTI Losses Recognized in Earnings

Quarter and Year to Date Variance

Our Company had no credit related OTTI losses during the three months ended June 30, 2017.  Our Company had two credit related OTTI losses of $1.1 million in our equity portfolio during the six months ended June 30, 2017. Our Company had one credit related OTTI loss of $0.2 million in the Fixed Maturities portfolio during the three and six months ended June 30, 2016.

27

---

 

Net Realized Gains and Losses

Net Realized Gains and Losses, excluding OTTI Losses Recognized in Earnings, for the periods indicated were as follows:

 

 

Quarter to Date Variance

Net Realized Gains and Losses are generated as part of the normal ongoing management of our investment portfolio. Net Realized Gains of $1.7 million for the three months ended June 30, 2017 are primarily due to the sale of Common Stocks, partially offset by foreign currency losses on our Canadian denominated Foreign Government Bonds. Net Realized Gains of $2.0 million for the three months ended June 30, 2016 are primarily due to the sale of Equity Securities and Corporate Bonds, partially offset by realized losses in the Fixed Maturities portfolio primarily driven by foreign currency losses on our Canadian Foreign Government Bonds.

Year to Date Variance

Net Realized Gains of $2.7 million for the six months ended June 30, 2017 are primarily due to the sale of Common Stocks, partially offset by foreign currency losses on our Canadian denominated Foreign Government Bonds. Net Realized Gains of $3.6 million for the six months ended June 30, 2016 are primarily due to the sale of Corporate and Municipal Bonds, offset by realized losses in the Fixed Maturities portfolio primarily driven by foreign currency losses in our Canadian denominated Foreign Government Bonds.

Interest Expense

Quarter and Year to Date Variance

Interest Expense was $3.9 million and $7.7 million for the three and six months ended June 30, 2017, respectively, relating to our $265.0 million principal amount of the Senior Notes.  The effective interest rate related to the Senior Notes, based on the proceeds net of discount and all issuance costs, is approximately 5.86%.

Other Income

Quarter and Year to Date Variance

Other Income (Loss) for the three and six months ended June 30, 2017 was $(0.4) million and $0.7 million, respectively, compared to $4.4 million and $7.0 million for the same periods in 2016, respectively. Other Income (Loss) primarily consists of realized and unrealized foreign exchange gains and losses. The gains in 2016 were mostly driven by the strengthening of the U.S. Dollar (“USD”) against the Great British pound (“GBP”).

Income Taxes

Quarter and Year to Date Variance

We recorded an Effective Tax Rate of 25.4% and 26.0% for the three and six months ended June 30, 2017, respectively, compared to 30.3% for the same periods in 2016. The decrease of 4.9 points and 4.3 points for the three and six months ended June 30, 2017 is mostly driven by the benefit of the vesting of stock at fair market value. The income tax provision has been computed based on our estimated interim annual Effective Tax Rate incorporating discrete items. Our Effective Tax Rate for the quarter and year to date differs from the federal tax rate of 35% primarily due to an excess tax benefit related to the vesting of stock compensation at fair market value, tax-exempt investment income and dividends received deduction.

28

---

 

Starting in the first quarter of 2017, excess tax benefits related to the vesting of stock compensation were recognized as a reduction to Income Tax Expense rather than as an increase to Additional Paid-In Capital as a result of the adoption of ASU 2016-09 (see Item 1, Note 1 to the Interim Consolidated Financial Statements for further information on the adoption of this standard).

 

 

Segment Results

The following tables summarize our Consolidated Financial Results by reporting segment for the three and six months ended June 30, 2017 and 2016:

 

 

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

29

---

 

 

 

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

 

 

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

30

---

 

 

 

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

 

 

U.S. Insurance

The following tables summarize our Underwriting Profit (Loss) by operating segment for our U.S. Insurance reporting segment for the three and six months ended June 30, 2017 and 2016:

 

 

(1) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

31

---

 

 

 

(1) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

 

 

(1) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

32

---

 

 

 

(1) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

Gross Written Premiums

Quarter to Date Variance

Gross Written Premiums increased $13.3 million for the three months ended June 30, 2017 as compared to the same period in 2016 driven by an $18.8 million increase in our P&C operating segment, partially offset by decreases in our Marine and Professional Liability operating segments of $4.5 million and $1.1 million, respectively.

The increase in our P&C operating segment was driven by increases in our Other P&C, Environmental and Excess Casualty divisions. The increase in our Other P&C division was driven by new business production in our Auto product with strong rates on renewals, an increase in our Property product driven by new business production, and new product initiatives. The increase in our Environmental division was attributable to new business with increased opportunities in the market. The increase in our Excess Casualty division was primarily driven by increased renewals and favorable rate changes.

The decrease in our Marine operating segment was largely related to our decision to exit certain Hull and War products and the renewal of certain business now being assigned to our Int’l Insurance reporting segment. These decreases were partially offset by new business in our Craft product and increased retention on our Cargo product.

The decrease in our Professional Liability operating segment was primarily due to lower renewals from business not meeting our underwriting pricing requirements and the impact of a challenging rate environment.

Average renewal premium rates for our U.S. Insurance reporting segment for the three months ended June 30, 2017 increased 1.7%, driven by increases of 2.2% and 1.2% within our P&C and Marine operating segments, respectively.

Year to Date Variance

Gross Written Premiums increased $40.2 million for the six months ended June 30, 2017 as compared to the same period in 2016 driven by a $48.2 million increase in our P&C operating segment, partially offset by decreases in our Marine and Professional Liability operating segments of $6.7 million and $1.3 million, respectively.

The increase in our P&C operating segment was primarily driven by increases in our Other P&C, Excess Casualty and Environmental divisions, partially offset by a decrease in our Primary Casualty division. The increase in our Other P&C division was largely driven by new business production in our Auto product with strong rates on renewals, an increase in our Property product driven by new business production, and new product initiatives. The increase in our Excess Casualty division was primarily attributable to an increase in our Specialty Wholesale Excess Casualty product related to increases in construction project coverage recorded in the first quarter of 2017. The increase in our Environmental division was attributable to new business with increased opportunities in the market. A partially offsetting decrease in our Primary Casualty division was attributable to nonrenewals of low performing accounts.

33

---

 

The decrease in our Marine operating segment was largely related to our decision to exit certain Hull and War products and the renewal of certain business now being assigned to our Int’l Insurance reporting segment.

The decrease in our Professional Liability operating segment was attributable to the same drivers as the quarter to date variance.

Average renewal premium rates for our U.S. Insurance reporting segment for the six months ended June 30, 2017 increased 1.3%, driven by increases of 1.6%, 1.0% and 0.2% within our P&C, Marine and Professional Liability operating segments, respectively.

Ceded Written Premiums

Quarter and Year to Date Variances

Ceded Written Premiums were $73.9 million, resulting in a retention ratio of 71.3% of Net Written Premiums to Gross Written Premiums, and $135.3 million, resulting in a retention ratio of 72.6%, for the three and six months ended June 30, 2017, respectively. This compares to $62.6 million, resulting in a retention ratio of 74.3%, and $117.1 million, resulting in a retention ratio of 74.2%, for the three and six months ended June 30, 2016, respectively. The decrease in the retention ratio for both periods was driven by our P&C operating segment, partially offset by an increase in the retention ratio for our Professional Liability operating segment.

The decrease in our P&C operating segment’s retention ratio was the result of proportional reinsurance on our Property product purchased during the second quarter of 2017.

The increase in our Professional Liability operating segment’s retention ratio was attributable to a reduction in proportional reinsurance coverage that supports our D&O business and the impact of a favorable ceded premium adjustment on our E&O business.

Net Earned Premiums

Quarter and Year to Date Variances

Net Earned Premiums increased $14.7 million and $30.4 million for the three and six months ended June 30, 2017, respectively, as compared to the same periods in 2016 primarily due to growth within our P&C operating segment and recent reductions to the level of proportional reinsurance within our Professional Liability operating segment. These increases to Net Earned Premiums were partially offset by increased proportional reinsurance on our Property business and a decrease in the amount of premium written in our Marine operating segment.

Net Losses and LAE

The Net Losses and LAE reserves as of June 30, 2017 and December 31, 2016 are as follows:

 

 

The following tables present the impact of RRPs and Reserve Releases or (Development/Strengthening) on our Net Losses and LAE Ratio for the three and six months ended June 30, 2017 and 2016:

 

 

34

---

 

Quarter to Date Variance

For the three months ended June 30, 2017, our Reported Net Losses and LAE Ratio increased 1.7 points as compared to the same period in 2016 driven by our Marine operating segment, partially offset by decreases in our P&C and Professional Liability operating segments.

The Reported Net Losses and LAE Ratio for our Marine operating segment increased 15.6 points as compared to the same period in 2016, primarily due to $0.3 million of Net Prior AY reserve strengthening for the three months ended June 30, 2017 compared to $4.0 million of Net Prior AY reserve releases due to better than expected loss emergence for the same period in 2016. After adjusting for Net Prior AY Reserve Release/(Strengthening) and RRPs, the Adjusted Net Losses and LAE Ratio for the three months ended June 30, 2017 was similar to same period in 2016.

The Reported Net Losses and LAE Ratio for our P&C operating segment decreased 1.3 points as compared to the same period in 2016. The three months ended June 30, 2017 was impacted by $2.6 million of Additional Net Current AY Reserve Development driven by losses in our Property product as compared to $1.5 million of development reported for the same period in 2016 related to our Energy & Engineering product. After adjusting for the Net Current AY Reserve Development and RRPs, the Adjusted Net Losses and LAE Ratio decreased 2.2 points as compared to the same period in 2016 in response to favorable performance across certain divisions, coupled with changes in the mix of business.

The Reported Net Losses and LAE Ratio for our Professional Liability operating segment decreased as compared to the same period in 2016, primarily due to changes in the mix of business.

Year to Date Variance

For the six months ended June 30, 2017, our Reported Net Losses and LAE Ratio increased 0.1 points as compared to the same period in 2016 driven by our Marine operating segment, partially offset by decreases in our P&C and Professional Liability operating segments.

The Reported Net Losses and LAE Ratio for our Marine operating segment increased 17.1 points as compared to the same period in 2016, primarily due to $0.9 million of Net Prior AY reserve strengthening for the six months ended June 30, 2017 compared to $7.7 million of Net Prior AY reserve releases due to better than expected loss emergence for the same period in 2016. After adjusting for Net Prior AY Reserve Release/(Strengthening) and RRPs, the Adjusted Net Losses and LAE Ratio decreased 1.1 points as compared to the same period in 2016 in response to favorable performance within certain products.

The Reported Net Losses and LAE Ratio for our P&C operating segment decreased 3.3 points as compared to the same period in 2016. This was due in part to $1.1 million of Net Prior AY Reserve Release related to better than expected loss emergence within our Environmental and Excess Casualty divisions for the six months ended June 30, 2017 compared to $1.0 million of Net Prior AY Reserve Strengthening related to our Primary Casualty division for the same period in 2016. Partially offsetting the decrease to the Reported Net Losses and LAE Ratio was the impact of $2.6 million of Additional Net Current AY Reserve Development related to losses in our Property product during the six months ended June 30, 2017 compared to $1.5 million related to our Energy & Engineering product for the same period in 2016. After adjusting for the Net Prior AY Reserve Release/(Strengthening), Additional Net Current AY Reserve Development and RRPs, the Adjusted Net Losses and LAE Ratio decreased 2.8 points as compared to the same period in 2016 in response to favorable performance across certain divisions, coupled with changes in the mix of business.

The Reported Net Losses and LAE Ratio for our Professional Liability operating segment decreased 2.0 points as compared to the same period in 2016, primarily due to changes in the mix of business.

35

---

 

Commission Expenses

Quarter and Year to Date Variances

Our Commission Expense Ratio for the three and six months ended June 30, 2017 increased 1.1 points and 1.7 points, respectively, as compared to the same period in 2016. The increases were primarily driven by increases in our P&C and Professional Liability operating segments.

Our P&C operating segment’s Commission Expense Ratio increased due to less ceding commission benefits resulting from reductions to our proportional reinsurance coverage on our Excess Casualty business, partially offset by slightly greater ceding commission income from the new proportional reinsurance on our Property product purchased during the second quarter of 2017.

The increase in our Professional Liability operating segment’s Commission Expense Ratio was largely driven by the impact of reducing proportional reinsurance and the related ceding commission benefits.

Other Operating Expenses

Quarter and Year to Date Variances

Other Operating Expenses for the three and six months ended June 30, 2017 increased $1.6 million and $1.3 million, respectively, as compared to the same periods in 2016, primarily due to costs associated with new business initiatives, partially offset by a decrease in project specific information technology expenses.  

 

 

Int’l Insurance

The following tables summarize our Underwriting Profit (Loss) by operating segment for our Int’l Insurance reporting segment for the three and six months ended June 30, 2017 and 2016: 

 

 

(1) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

36

---

 

 

 

(1) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

 

 

(1) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

37

---

 

 

 

(1) - Includes Other Operating Expenses and Other Underwriting Income (Expense).

Gross Written Premiums

Quarter to Date Variance

Gross Written Premiums decreased $4.5 million for the three months ended June 30, 2017 compared to the same period in 2016, driven by a decline in our P&C operating segment of $16.3 million, partially offset by increases in our Marine and Professional Liability operating segments of $8.5 million and $3.3 million, respectively.

The decrease in our P&C operating segment was primarily driven by a decline in our Property and Energy & Engineering divisions, partially offset by an increase in our Other P&C division. The decrease in our Property division was primarily related to strategic actions taken to exit our North American Property business. Our Energy & Engineering division decrease was primarily related to the impact of challenging market conditions on our Offshore Energy products resulting in adverse rate changes and lower premium volume. The increase in our Other P&C division was primarily attributable to growth in our Political Violence & Terrorism product.

The increase in our Marine operating segment was largely due to an increase in our Transport product related to a favorable premium adjustment, growth in our Cargo and Hull products attributable to new business and an increase in our Craft product related to the renewal of certain business previously assigned to our U.S. Insurance reporting segment now attributed to the Int’l Insurance reporting segment. These increases were partially offset by a decrease in our Energy Liability product due to reduced exposure based premium and restructured programs resulting from a lack of activity in this market.

The increase in our Professional Liability operating segment was primarily driven by new business production in our E&O and Other Professional Liability divisions.

Average renewal premium rates for our Int’l Insurance reporting segment for the three months ended June 30, 2017 decreased 2.7% compared to the same period in 2016, driven by decreases of 3.6%, 2.5% and 2.3% in our Professional Liability, P&C and Marine operating segments, respectively.

Year to Date Variance

Gross Written Premiums decreased $6.8 million for the six months ended June 30, 2017 compared to the same period in 2016, driven by a decline in our P&C operating segment of $20.0 million, partially offset by increases in our Professional Liability and Marine operating segments of $7.9 million and $5.3 million, respectively.

The decrease in our P&C operating segment was attributable to the same drivers as the quarter to date variance.

The increase in our Professional Liability operating segment was attributable to the same drivers as the quarter to date variance.

38

---

 

The increase in our Marine operating segment was largely due to growth in our Hull and Protection & Indemnity (“P&I”) products driven by new business, an increase in our Craft product related to renewal of certain business previously assigned to our U.S. Insurance reporting segment now attributed to the Int’l Insurance reporting segment, and an increase in our Transport product related to a favorable premium adjustment. These increases were partially offset by declines in our Marine Liability, Cargo, and Specie products related to non-renewals, reduced line share and adjustments resulting from reduced exposures.

Average renewal premium rates for our Int’l Insurance reporting segment for the six months ended June 30, 2017 decreased 2.5% compared to the same period in 2016, driven by decreases of 3.6%, 2.7% and 1.8% in our P&C, Professional Liability and Marine operating segments, respectively.

Ceded Written Premiums

Quarter to Date Variance

Ceded Written Premiums were $43.8 million, resulting in a retention ratio of 66.6% of Net Written Premiums to Gross Written Premiums for the three months ended June 30, 2017 compared to $41.9 million and 69.1%, for the same period in 2016. All three operating segments experienced reductions in their retention ratios with the largest impact in our Professional Liability and P&C operating segments.

The decrease in the retention rate of our Professional Liability operating segment was primarily due to an excess of loss premium adjustment on our E&O business.

The reduction in our P&C operating segment was primarily driven by a reinsurance arrangement to cede 100% of the unexpired risk on our North American Property business effective January 1, 2017 as part of our strategic actions taken to exit this book of business, partially offset by changes in our proportional reinsurance programs impacting certain products, most notably in Offshore Energy.

Year to Date Variance

Ceded Written Premiums were $90.4 million, or a retention ratio of 66.9%, for the six months ended June 30, 2017 compared to $76.9 million, or 72.5%, for the same period in 2016. The reduction in the retention ratio was primarily driven by our P&C operating segment.

The reduction in our P&C operating segment was attributable to the same drivers as the quarter to date variance.

Net Earned Premiums

Quarter and Year to Date Variances

Net Earned Premiums increased $4.3 million and $10.3 million for the three and six months ended June 30, 2017, respectively, as compared to the same periods in 2016 largely driven by recent growth in our Professional Liability and Marine operating segments. The increase from growth in our Professional Liability operating segment was partially offset by a ceded excess of loss premium adjustment in our E&O business.

Our P&C operating segment’s Net Earned Premium was negatively impacted by increased cessions and lower premium volume related to our strategic actions taken to exit our North American Property business. However, this was largely offset by changes to our proportional reinsurance programs on various products within this operating segment reducing ceded earned premium for these products.

Net Losses and LAE

The Net Losses and LAE Reserves as of  June 30, 2017 and December 31, 2016 are as follows:

 

 

39

---

 

The following tables present the impact of RRPs and Reserve Releases or (Development/Strengthening) on our Net Losses and LAE Ratio for the three and six months ended June 30, 2017 and 2016:

 

 

 

 

Quarter to Date Variance

For the three months ended June 30, 2017, our Reported Net Losses and LAE Ratio decreased 8.1 points as compared to the same period in 2016 driven by a decrease in this ratio for our P&C operating segment, partially offset by increases in our Marine and Professional Liability operating segments.

Our P&C operating segment’s Reported Net Losses and LAE Ratio for the three months ended June 30, 2017 decreased 53.9 points as compared to the same period in 2016, primarily due to $11.2 million of Additional Net Current AY Reserve Development in 2016 attributable to the Alberta Wildfires, Taiwan Earthquake and other large loss events compared to $0.5 million in 2017. The three months ended June 30, 2016 was also impacted by $1.9 million of RRPs, compared to $0.1 million for the same period in 2017. Additionally, the three months ended June 30, 2017 recognized $1.3 million of Net Prior AY Reserve Releases related to better than expected loss emergence on our Offshore Energy business, partially offset by attritional loss development within our Property division compared to an immaterial amount of Net Prior AY Reserve Releases for the same period in 2016. After adjusting for Additional Net Current AY Reserve Development, RRPs, and Net Prior AY Reserve Releases, the Adjusted Net Losses and LAE Ratio for the three months ended June 30, 2017 was similar to the same period in 2016.

Our Marine operating segment’s Reported Net Losses and LAE Ratio for the three months ended June 30, 2017 increased 13.1 points as compared to the same period in 2016. This was driven in part by $3.5 million of Net Prior AY Reserve Strengthening for the three months ended June 30, 2017 due to attritional loss development primarily related to our Specie product, compared to $3.3 million Net Prior AY Reserve Releases for the same period in 2016 due to better than expected loss emergence. Additionally, the three months ended June 30, 2017 recognized $1.9 million of Additional Net Current AY Reserve Development related to loss activity within our P&I product, compared to $1.7 million for the same period in 2016 related to the Ecuador Earthquake. After adjusting for Net Prior AY Reserve (Strengthening)/Releases, Additional Net Current AY Reserve Development and RRPs, the Adjusted Net Losses and LAE Ratio decreased 4.4 points for the three months ended June 30, 2017 as compared to the same period in 2016 due to changes in the mix of business.

Our Professional Liability operating segment’s Reported Net Losses and LAE Ratio for the three months ended June 30, 2017 increased 8.0 points as compared to the same period in 2016, primarily due to $2.6 million of Net Prior AY Reserve Strengthening during the three months ended June 30, 2017 related to attritional loss development on our D&O and E&O business. After adjusting for Net Prior AY Reserve Strengthening, the Adjusted Net Losses and LAE Ratio decreased 5.5 points for the three months ended June 30, 2017 as compared to the same period in 2016 due to favorable performance across certain key divisions, coupled with changes in the mix of business.

40

---

 

Year to Date Variance

For the six months ended June 30, 2017, our Reported Net Losses and LAE Ratio was similar to the same period in 2016 with a decrease in our P&C operating segment, offset by increases in our Marine and Professional Liability operating segments.

Our P&C operating segment’s Reported Net Losses and LAE Ratio for the six months ended June 30, 2017 decreased 19.2 points as compared to the same period in 2016, primarily due to $13.0 million of Additional Net Current AY Reserve Development in 2016 attributable to the Alberta Wildfires, Taiwan Earthquake and other large loss events compared to $1.0 million of Additional Net Current AY Reserve Development in 2017. Additionally, the six months ended June 30, 2016 was impacted by $1.9 million of RRPs, compared to a $0.6 million RRP benefit in 2017. Partially offsetting these decreases to the ratio, the six months ended June 30, 2017 had Net Prior AY Reserve Strengthening of $3.5 million attributable to attritional loss development within our Property division primarily resulting from late reported claims, partially offset by favorable development on our Offshore Energy business compared to $0.9 million for the same period in 2016 attributable to attritional loss development. After adjusting for Additional Net Current AY Reserve Development, RRPs, and Net Prior AY Reserve Strengthening, the Adjusted Net Losses and LAE Ratio increased 4.2 points primarily due to the impact of additional ceded protection on Net Earned Premiums.

Our Marine operating segment’s Reported Net Losses and LAE Ratio for the six months ended June 30, 2017 increased 8.2 points as compared to the same period in 2016. This was driven in part by $3.1 million of Net Prior AY Reserve Strengthening attributable to attritional loss development primarily related to our Specie product for the six months ended June 30, 2017 compared to $3.4 million of Net Prior AY Reserve Releases due to better than expected loss emergence for the same period in 2016. Additionally, the six months ended June 30, 2017 recognized $5.4 million of Additional Net Current AY Reserve Development related to attritional loss development compared to $1.7 million for the same period in 2016 related to the Ecuador Earthquake. After adjusting for Net Prior AY Reserve Releases/(Strengthening), Additional Net Current AY Reserve Development and RRPs, the Adjusted Net Losses and LAE Ratio decreased 5.0 points as compared to the same period in 2016 due to changes in the mix of business.

Our Professional Liability operating segment’s Reported Net Losses and LAE Ratio for the six months ended June 30, 2017 increased 7.8 points as compared to the same period in 2016, primarily due to $4.7 million of Net Prior AY Reserve Strengthening during the six months ended June 30, 2017 related to attritional loss development on our D&O and E&O business. After adjusting for Net Prior AY Reserve Strengthening, the Adjusted Net Losses and LAE Ratio decreased 3.0 points for the six months ended June 30, 2017 as compared to the same period in 2016 due to favorable performance across certain key divisions, coupled with changes in the mix of business.

Commission Expenses

Quarter to Date Variance

Our Commission Expense Ratio for the three months ended June 30, 2017 increased 1.5 points as compared to the same period in 2016. The increase was driven by our Professional Liability and Marine operating segments partially offset by a decrease in our P&C operating segment.

The increase in our Professional Liability operating segment’s Commission Expense Ratio was due to increased gross costs primarily in our E&O division, the impact of a ceded excess of loss premium adjustment on our E&O division, changes in the mix of business with increased growth in our Warranties and Indemnity product which attracts a higher commission rate, and an increase in profit commission expense.

Our Marine operating segment’s Commission Expense Ratio increased due to generally higher gross acquisition costs across most products.

The decrease in our P&C operating segment’s Commission Expense Ratio was due to the impact of increased cessions on our Property business, partially offset by an increase in our Political Violence and Terrorism product, which has a higher commission rate, and an increase in profit commissions.

Year to Date Variance

Our Commission Expense Ratio for the six months ended June 30, 2017 increased 2.4 points as compared to the same period in 2016, driven by increases in all three operating segments.

Our Professional Liability operating segment’s Commission Expense Ratio increased due to the same drivers as the quarter to date variance.

Our Marine operating segment’s Commission Expense Ratio increased due to the same drivers as the quarter to date variance.

41

---

 

Our P&C operating segment’s Commission Expense Ratio increased primarily due to an increase in profit commissions and an increase in our Political Violence and Terrorism product, which has a higher commission rate, largely offset by the impact of increased cessions on our Property business.

Other Operating Expenses

Quarter and Year to Date Variances

For the three and six months ended June 30, 2017, Other Operating Expenses decreased $0.5 million and $2.5 million, respectively, as compared to the same periods in 2016 due to reduced employee expenses and favorable foreign exchange rates, partially offset by increased Lloyd’s expenses.

 

 

GlobalRe

The following tables summarize our Underwriting Profit for our GlobalRe reporting segment for the three and six months ended June 30, 2017 and 2016:

 

 

NM - Percentage change not meaningful

(1) - Includes Other Operating Expenses and Other Underwriting Income.

 

 

(1) - Includes Other Operating Expenses and Other Underwriting Income.

42

---

 

Gross Written Premiums

Quarter To Date Variance

Gross Written Premiums increased $30.9 million for the three months ended June 30, 2017, compared to the same period in 2016, primarily due to $21.5 million of new business, increased renewal business and net favorable premium adjustments in our A&H product. Growth in our P&C business and expansion of our Professional Liability product to offer various assumed general, umbrella and auto liability business further contributed to new business growth period over period.

Year To Date Variance

Gross Written Premiums increased $42.7 million for the six months ended June 30, 2017, compared to the same period in 2016. The year to date increase was attributable to the same drivers as the quarter to date variance.

Ceded Written Premiums

Quarter and Year To Date Variances

Ceded Written Premiums were $1.2 million, resulting in a retention ratio of 98.1% of Net Written Premiums to Gross Written Premiums, and $6.3 million, resulting in a retention ratio of 95.3%, for the three and six months ended June 30, 2017, respectively. This compares to $1.5 million, resulting in a retention ratio of 95.4%, and $6.1 million, resulting in a retention ratio of 93.4%, for the three and six months ended June 30, 2016. The increase in the retention ratio for both periods was primarily due to changes in the mix of business with proportionately more A&H premium, which has 100% retention.

Net Earned Premiums

Quarter and Year To Date Variances

Net Earned Premiums for the three and six months ended June 30, 2017 increased $6.9 million for both periods as compared to the same periods in 2016, primarily due to growth in our P&C, Professional Liability, Surety and Agriculture products, partially offset by a lower volume of premium from our A&H products earning into 2017 compared to 2016 due to non-renewals.

Net Losses and LAE

The Net Losses and LAE Reserves as of June 30, 2017 and December 31, 2016 are as follows:

 

 

The following tables present the impact of RRPs and Reserve Releases or (Development/Strengthening) on our Net Losses and LAE Ratio for the three and six months ended June 30, 2017 and 2016: 

 

 

43

---

 

 

Quarter To Date Variance

For the three months ended June 30, 2017, our Reported Net Losses and LAE Ratio decreased 6.0 points as compared to the same period in 2016. This was driven in part by $2.5 million of Additional Net Current AY Reserve Development for the three months ended June 30, 2017 attributable to weather-related losses, compared to $6.5 million for the same period in 2016, mostly related to large event losses including the Alberta Wildfires, Ecuador Earthquake and the Taiwan Earthquake. Additionally, the three months ended June 30, 2017 was impacted by a RRP benefit, compared to a RRP expense for the same period in 2016. Partially offsetting these decreases to the Reported Net Losses and LAE Ratio, the three months ended June 30, 2017 recognized $3.0 million of Net Prior AY Reserve Strengthening mostly related to the settlement of a large A&H claim, compared to $1.4 million of Net Prior AY Reserve Releases related to better than expected loss emergence in our Property and Professional Liability products for the same period in 2016. After adjusting for Additional Net Current AY Reserve Development, RRPs and Net Prior AY Reserve Releases/(Strengthening), the Adjusted Net Losses and LAE Ratio decreased 3.5 points due to changes in the mix of business.

Year To Date Variance

For the six months ended June 30, 2017, our Reported Net Losses and LAE Ratio decreased 3.9 points as compared to the same period in 2016. This was driven in part by $3.4 million of Additional Net Current AY Reserve Development for the six months ended June 30, 2017 due to weather-related losses, compared to $7.1 million for the same period in 2016, mostly related to large event losses including the Alberta Wildfires, Ecuador Earthquake and the Taiwan Earthquake. Partially offsetting the decrease in the Reported Net Losses and LAE Ratio, the six months ended June 30, 2017 recognized $3.9 million of Net Prior AY Reserve Strengthening related to the settlement of a large A&H claim, compared to $1.4 million of Net Prior AY Reserve Releases related to better than expected loss emergence in our Property and Professional Liability products for the same period in 2016. After adjusting for Additional Net Current AY Reserve Development, RRPs and Net Prior AY Reserve Releases/(Strengthening), the Adjusted Net Losses and LAE Ratio decreased 5.0 points due to changes in the mix of business.

Commission Expenses

Quarter To Date Variances

Our Commission Expense Ratio for the three months ended June 30, 2017 increased 0.3 points compared to the same period in 2016, due to changes in the mix of business, partially offset by lower profit commission expense in our A&H and Professional Liability products.

Year To Date Variance

Our Commission Expense Ratio for the six months ended June 30, 2017 increased 1.0 point compared to the same period in 2016. The year to date increase was attributable to the same drivers as the quarter to date variance.

Other Operating Expenses

Quarter and Year To Date Variances

Other Operating Expenses for the three and six months ended June 30, 2017 increased $0.7 million for both periods as compared to the same periods in 2016, primarily due to costs associated with new business initiatives.  

 

 

44

---

 

Capital Resources and Liquidity

Capital Resources

Our capital resources consist of funds deployed or available to be deployed to support our business operations.  As of June 30, 2017 and December 31, 2016, our capital resources were as follows:

 

 

As part of our capital management program, we may seek to raise additional capital or may seek to return capital to our stockholders through share repurchases, cash dividends or other methods (or a combination of such methods).  Any such determination will be at the discretion of our Parent Company’s Board of Directors and will be dependent upon our profits, financial requirements and other factors, including legal restrictions, rating agency requirements, credit facility limitations and such other factors as our Board of Directors deems relevant.

We primarily rely upon dividends from our subsidiaries to meet our Parent Company’s obligations.  Our Parent Company’s cash obligations primarily consist of semi-annual (April and October) interest payments of $7.6 million on the Senior Notes.

NIC may pay dividends to our Parent Company out of its statutory earned surplus subject to statutory restrictions imposed under the New York insurance law.  As of June 30, 2017, the maximum amount available for the payment of dividends by NIC in 2017 without prior regulatory approval is $102.7 million.

NCUL, our wholly-owned corporate member at Lloyd’s, may pay dividends to our Parent Company up to the extent of available profits that have been distributed from the Syndicate.  As of June 30, 2017, that amount was $2.1 million (£ 1.6 million).

Senior Notes and Credit Facility

As of June 30, 2017, letters of credit with an aggregate face amount of 14.0 million Australian Dollars were outstanding under the credit facility with Barclays Bank PLC that we entered into on November 4, 2016 (the “Australian Facility”).

As of June 30, 2017, letters of credit with an aggregate face amount of $135.0 million and £60.0 million were outstanding under the credit facility with ING Bank N.V., London Branch, individually and as administrative agent for a syndicate of lenders, that we entered into on November 7, 2016 (the “Club Facility”), and we had an aggregate of $1.1 million of cash collateral posted.  

As of June 30, 2017, there were no letters of credit outstanding under the credit facility with ING Bank N.V., London Branch, we entered into on November 20, 2015 and amended on November 7, 2016 (the “Bilateral Facility”).

As of June 30, 2017, our Company was in compliance with all covenants for our Senior Notes, Australian Facility, Club Facility and Bilateral Facility.

Consolidated Cash Flows

We believe that the cash flow generated by the operating activities of our subsidiaries will provide sufficient funds for us to meet our liquidity needs over the next twelve months.  Beyond the next twelve months, cash flow available to us may be influenced by a variety of factors, including general economic conditions and conditions in the insurance and reinsurance markets, as well as fluctuations from year to year in claims experience.

We believe that we have adequately managed our cash flow requirements related to reinsurance recoveries from their positive cash flows and the use of available short-term funds when applicable.  However, there can be no assurances that we will be able to continue to adequately manage such recoveries in the future or that collection disputes or reinsurer insolvencies will not arise that could materially increase the collection time lags or result in recoverable write-offs causing additional incurred losses and liquidity constraints to our Company.  The payment of gross claims and related collections from reinsurers with respect to large losses could significantly impact our liquidity needs.  However, in general, we expect to collect our paid reinsurance recoverables under the terms described above.  

45

---

 

Net cash Provided by Operating Activities was $72.9 million for the six months ended June 30, 2017 compared to $118.5 million for the same period in 2016. Operating cash flows decreased from the prior year due to increased claim payments in our international operations as well as higher estimated federal tax payments in the current year due to less overpayment carryforwards which were used to offset tax payments in the prior year.  Operating cash flows were positively impacted by increased premium collections associated with top line growth and higher investment income collections due to growth of invested assets and higher investment yields.

Net Cash Used in Investing Activities was $55.0 million for the six months ended June 30, 2017 compared to $54.1 million for the comparable period in 2016.  Fluctuations in cash used in investing activities are primarily due to changes in operating cash flows and the associated ongoing management of our investment portfolio.

Net Cash Used in Financing Activities was $15.1 million for the six months ended June 30, 2017 compared to $4.0  million for the same period in 2016. The increase in cash used in financing activities is primarily related to increased tax withholding payments on vested stock compensation in 2017 as compared with 2016. To a lesser extent 2017 financing cash flows were impacted by the institution of a quarterly stockholder dividend which was paid for the first time in the third quarter of 2016.

 

 

Investments

Our investment portfolio is invested primarily in publicly traded, investment grade, fixed income securities with an average credit quality of “AA-/Aa3” as rated by S&P or Moody’s.  As of June 30, 2017, our portfolio had a duration of 3.8 years.  Management periodically projects cash flow of the investment portfolio and other sources in order to maintain the appropriate levels of liquidity in an effort to ensure our ability to satisfy claims.  As of June 30, 2017 and December 31, 2016, all Fixed Maturities and Equity Securities held by us were classified as available-for-sale.

The portfolio is externally managed by independent, professional investment managers and is broadly diversified across geographies, sectors, and issuers. The primary objectives are 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 by maintaining an allocation to tax-exempt municipal bonds. The tax-exempt portion of our Fixed Maturities portfolio at June 30, 2017 was 19.5% compared to 17.1% at December 31, 2016.  Additionally, substantially all of our equity portfolio is invested in tax efficient securities which qualify for the dividends received deduction.  The investments are subject to the oversight of the respective insurance companies’ Boards of Directors and the Finance Committee of our Parent Company’s Board of Directors.

We are a specialty insurance company and periods of moderate economic recession or inflation tend not to have a significant direct effect on underwriting operations.  They do, however, impact our investment portfolio.  A decrease in interest rates will tend to decrease our yield and have a positive effect on the fair value of our invested assets.  An increase in interest rates will tend to increase our yield and have a negative effect on the fair value of our invested assets.

46

---

 

The following table summarizes the composition of our available-for-sale investments at fair value:

 

 

Invested assets increased from December 31, 2016 due to positive cash flow from operations, and a decrease in Treasury rates at the long end of the curve coupled with a rally in the equity markets which resulted in increased unrealized gains. Operating cash flows were primarily directed to Corporate Exposures and Municipal Bonds. Corporate Exposures, Municipal Bonds and Equity Securities benefitted from a rally in the treasury and equity markets which resulted in increased unrealized gains for these asset classes. The decrease in Short-Term Investments is due to the maturity of Treasury bills with the proceeds reinvested in longer term Fixed Maturities.

The following table sets forth the amount of our Fixed Maturities as of June 30, 2017 by S&P credit rating or, if an S&P rating is not available, the equivalent Moody’s rating. The total rating is the weighted average quality rating for the Fixed Maturities portfolio as a whole.

 

 

47

---

 

The following table sets forth the composition of the non-government guaranteed Fixed Maturities categorized by asset class and generally equivalent S&P and Moody’s ratings (not all securities in our portfolio are rated by both S&P and Moody’s) as of June 30, 2017:

 

 

The following table sets forth our U.S. Treasury Bonds, Agency Bonds and Foreign Government Bonds, as well as our State, Municipality and Political Subdivision bond holdings by type:

 

 

As of June 30, 2017, we own $49.0 million of municipal securities, which are credit enhanced by various financial guarantors that have an average underlying credit rating of A+.  

The following table sets forth our Agency Mortgage-Backed Securities (“AMBS”) issued by the Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) and the quality category (Prime, Alternative A-paper (“Alt-A”), Non-U.S. RMBS and Other Non-Agency) for Residential Mortgage-Backed Securities (“RMBS”) as of June 30, 2017:

 

 

48

---

 

We analyze our Mortgage-Backed Securities by credit quality of the underlying collateral distinguishing between the securities issued by FNMA, FHLMC and GNMA, which are federal government sponsored entities, and non-agency backed securities broken out by Prime, Alt-A, Non-U.S and Other Non-Agency collateral. The securities issued by FNMA and FHLMC are the obligations of each respective entity. The U.S. Department of the Treasury has agreed to provide support to FNMA and FHLMC under a Preferred Stock Purchase Agreement by committing to make quarterly payments to these enterprises, if needed, to maintain a zero net worth.

Prime collateral consists of mortgages or other collateral from the most creditworthy borrowers. Alt-A collateral consists of mortgages or other collateral from borrowers, which have a risk potential greater than Prime but less than subprime. The subprime collateral consists of mortgages or other collateral from borrowers with low credit ratings. We have no exposure to subprime RMBS at June 30, 2017. Prime, subprime and Alt-A categories are as defined by S&P.

Details of the collateral of our Asset-Backed Securities portfolio as of June 30, 2017 are presented below:

 

 

Details of our Corporate Exposures portfolio as of June 30, 2017 are presented below:

 

 

We hold non-sovereign securities where the issuer is located in the Euro Area, an economic and monetary union of certain member states within the European Union, that have adopted the Euro as their common currency. As of June 30, 2017, the fair value of such securities was $100.4 million, with an amortized cost of $100.2 million, representing 3.2% of our total Fixed Maturities and equity portfolio. Our largest exposure is in The Netherlands with a total of $35.4 million followed by France with a total of $31.4 million.  We have no direct exposure to Greece, Portugal, Italy or Spain within the Euro Area as of June 30, 2017.

The following table summarizes the gross unrealized investment losses as of June 30, 2017 by length of time where the fair value was less than 80% of amortized cost:

 

 

The twelve months or longer unrealized loss of $0.6 million is due to unfavorable foreign exchange movement in our Canadian portfolio.

Our Company had no credit related OTTI losses during the three months ended June 30, 2017. Our Company had two credit related OTTI losses totaling $1.1 million in the equity portfolio during the six months ended June 30, 2017. Our Company had one credit related OTTI loss totaling $0.2 million in the Fixed Maturities portfolio during the three and six months ended June 30, 2016.  

49

---

 

The fair value of our investment portfolio may fluctuate significantly in response to various factors such as changes in interest rates, investment quality ratings, equity prices, foreign exchange rates and credit spreads. We do not have the intent to sell nor is it more likely than not that we will have to sell Fixed Maturities in unrealized loss positions that are not other-than-temporarily impaired before recovery. For structured securities, default probability and severity assumptions differ based on property type, vintage and the stress of the collateral. We do not intend to sell any of these securities and it is more likely than not that we will not be required to sell these securities before the recovery of the amortized cost basis. For Equity Securities, we also consider our intent to hold securities as part of the process of evaluating whether a decline in fair value represents an other-than-temporary decline in value. We may realize investment losses to the extent our liquidity needs require the disposition of Fixed Maturity securities in unfavorable interest rate, liquidity or credit spread environments. Significant changes in the factors we consider when evaluating investments for impairment losses could result in a significant change in impairment losses reported in the Consolidated Financial Statements.

 

 

Critical Accounting Estimates

Our Company’s Annual Report on Form 10-K for the year ended December 31, 2016 discloses our critical accounting estimates (refer to Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates).

We believe the items that require the most subjective and complex estimates involve the reporting of:

We believe that the critical accounting estimates discussion in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2016 continues to describe the significant estimates and judgements included in the preparation of our Consolidated Financial Statements.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Refer to Item 7A included in our Company’s 2016 Annual Report on Form 10-K. There have been no material changes to this item since December 31, 2016.

Item 4. Controls and Procedures

50

---

 

PART II - OTHER INFORMATION

Item 1. 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.

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 1A. Risk Factors

There have been no material changes from the risk factors as previously disclosed in our Company’s 2016 Annual Report on Form 10-K.

On March 29, 2017, the Prime Minister of the U.K. provided formal notification to the E.U. of the U.K’s intent to exit the E.U. The notification started the two-year process of negotiation between the U.K. and the E.U. to conclude the terms of the U.K’s exit. Please refer to the risk factor titled “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.” in our 2016 Annual Report on Form 10-K for additional information on the impact of such an event on our Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

 

 

51

---

 

Item 6. Exhibits

 

 

 

 

52

---

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

53

---

 

Index to Exhibits

 

 

 

 

54