UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to _____.
Commission File number 0-15886
The Navigators Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 13-3138397 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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400 Atlantic Street, Stamford, Connecticut | 06901 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (203) 905-6090
Securities registered pursuant to section 12(b) of the Act:
Title of each class: |
| Name of each exchange on which registered: |
Common Stock, $.10 Par Value |
| The NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act
Large accelerated filer | ☒ |
| Non-accelerated filer | ☐ |
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Accelerated filer | ☐ |
| Smaller reporting company | ☐ |
Emerging growth company | ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of voting stock held by non-affiliates as of June 30, 2018 was $1,320,453,310 (Last business day of The Company's most recently completed second fiscal quarter).
The number of common shares outstanding as of February 21, 2019 was 29,818,468 (Last practical business day for the count of shares outstanding).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive Proxy Statement in connection with its 2019 Annual Meeting of Stockholders, to be filed within 120 days of the end of the fiscal year ended December 31, 2018 with the Securities and Exchange Commission, are incorporated by reference in Part III hereof.
TABLE OF CONTENTS
Description | Page Number | |||
Note on Forward-Looking Statements | 3 | |||
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PART I | 3 | |||
Item 1. | Business | 3 | ||
| Overview | 3 | ||
| Segment Information | 3 | ||
| Products and Distribution | 4 | ||
| Competitive Environment | 7 | ||
| Employees | 7 | ||
| Loss Reserves | 7 | ||
| Investments | 10 | ||
| Regulation | 10 | ||
| Available Information | 12 | ||
Item 1A. | Risk Factors | 12 | ||
Item 1B. | Unresolved Staff Comments | 23 | ||
Item 2. | Properties | 23 | ||
Item 3. | Legal Proceedings | 24 | ||
Item 4. | Mine Safety Disclosures | 25 | ||
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PART II | 25 | |||
Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 25 | ||
Item 6. | Selected Financial Data | 27 | ||
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 28 | ||
| U.S. GAAP and Non GAAP Financial Performance Metrics | 28 | ||
| Overview | 29 | ||
| Results of Operations | 31 | ||
| Segment Results | 36 | ||
| U.S. Insurance | 38 | ||
| Int'l Insurance | 44 | ||
| GlobalRe | 51 | ||
| Capital Resources and Liquidity | 55 | ||
| Investments | 58 | ||
| Reserves for Losses and LAE for Loss Events | 62 | ||
| Reinsurance Recoverables | 65 | ||
| Critical Accounting Estimates | 66 | ||
| Recent Accounting Pronouncements | 70 | ||
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 70 | ||
Item 8. | Financial Statements and Supplementary Data | 72 | ||
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 72 | ||
Item 9A. | Controls and Procedures | 72 | ||
Item 9B. | Other Information | 75 | ||
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PART III | 75 | |||
Item 10. | Directors, Executive Officers and Corporate Governance | 75 | ||
Item 11. | Executive Compensation | 75 | ||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 75 | ||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 75 | ||
Item 14. | Principal Accountant Fees and Services | 75 | ||
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PART IV | 76 | |||
Item 15. | Exhibits and Financial Statement Schedules | 76 | ||
Item 16. | Form 10-K Summary | 77 | ||
Signatures | 78 | |||
Index to Consolidated Financial Statements and Schedules | F-1 |
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