UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2018
or
☐ | Transitional 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) |
| (IRS Employer Identification No.) |
|
| |
400 Atlantic Street, Stamford, Connecticut |
| 06901 |
(Address of principal executive offices) |
| (Zip Code) |
(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 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 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):
Large accelerated filer | ☒ |
| Accelerated filer | ☐ |
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Non-accelerated filer | ☐ |
| Smaller reporting company | ☐ |
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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 number of common shares outstanding as of October 30, 2018 was 29,777,883.
THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES
INDEX
Contents
PART I. FINANCIAL INFORMATION | 3 |
Item 1. Financial Statements | 3 |
Consolidated Balance Sheets – September 30, 2018 (Unaudited) and December 31, 2017 | 3 |
Consolidated Statements of Income (Loss) (Unaudited) – Three and Nine Months Ended September 30, 2018 and 2017 | 4 |
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three and Nine Months Ended September 30, 2018 and 2017 | 5 |
Consolidated Statement of Stockholders' Equity (Unaudited) –Nine Months Ended September 30, 2018 | 6 |
Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2018 and 2017 | 7 |
Notes to Interim Consolidated Financial Statements (Unaudited) | 8 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 30 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 62 |
Item 4. Controls and Procedures | 62 |
PART II. OTHER INFORMATION | 63 |
Item 1. Legal Proceedings | 63 |
Item 1A. Risk Factors | 63 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 64 |
Item 3. Defaults Upon Senior Securities | 64 |
Item 4. Mine Safety Disclosures | 64 |
Item 5. Other Information | 64 |
Item 6. Exhibits | 65 |
Signatures | 66 |
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