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Stockholders Equity
12 Months Ended
Dec. 31, 2018
Equity [Abstract]  
Stockholders' Equity

NOTE 12.  STOCKHOLDERS’ EQUITY

Our authorized share capital consists of 50 million common shares with a par value of $0.10 per share and 1 million preferred shares with a par value of $0.10 per share. Our Company has not issued any preferred shares as of December 31, 2018.

The following table represents changes in our Company’s issued and outstanding common shares for the periods indicated.

 

 

 

Years Ended December 31,

 

amounts in thousands

 

2018

 

 

2017

 

 

2016

 

Beginning Balance

 

 

29,507

 

 

 

29,124

 

 

 

28,862

 

Net Vested Stock Grants

 

 

230

 

 

 

343

 

 

 

220

 

Employee Stock Purchase Plan

 

 

45

 

 

 

40

 

 

 

42

 

Ending Balance

 

 

29,782

 

 

 

29,507

 

 

 

29,124

 

 

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. All disclosures of shares and per share data have been retroactively adjusted to reflect the stock split for all periods presented.   

For the years ended December 31, 2018, 2017 and 2016, our Company paid total dividends of $0.28, $0.225 and $0.135 per share, respectively, to stockholders of record of our Company’s Common Stock.     .

The declaration and amount of any future dividend will be at the discretion of the Board of Directors, and will depend upon our Company’s financial condition, results of operations, business requirements, regulatory and legal constraints and any other factors the Board of Directors deems relevant. Refer to Note 18 Subsequent Events.

 

NIC may pay dividends to our Parent Company out of its statutory earned surplus pursuant to statutory restrictions imposed under the New York insurance law.  As of December 31, 2018, the maximum amount available for the payment of dividends by NIC without prior regulatory approval is $5.2 million.  NIC paid a dividend to our Parent Company of $97.0 million and $19.0 million in 2018 and 2017, respectively. The statutory calculation for dividends without prior regulatory approval uses a rolling twelve-month basis and as of December 31, 2018 this calculation was temporarily impacted by the dividends used to acquire the NICE Group during the first half of 2018. This calculation also excludes consideration for the Company’s ability to request extraordinary dividends. 

NCUL may pay dividends to our Parent Company up to the extent of available profits that have been distributed from the Syndicate.  The Syndicate’s capital and surplus as filed with Lloyd’s consists of undistributed profits on closed and open UWYs.  In connection with the business plan approved in November 2018, NCUL posted all of the available undistributed profits on closed years of $235.8 million to support a portion of the FAL requirement and therefore that amount is not available for distribution to NCUL, which ultimately is not available to our Parent Company in the form of a dividend.  As of December 31, 2018, NCUL does not have the ability to pay dividends to the Parent Company. 

NIIC may pay dividends to our Parent Company out of its statutory profits subject to the restrictions imposed under UK Company law and European Insurance regulation (Solvency II). As of December 31, 2018, the maximum amount available for the payment of dividends by NIIC without prior regulatory approval is $20.3 million. In addition, NIIC must provide at least 14 days’ notice to the Prudential Regulatory Authority prior to agreeing to make any material dividend payment to any of its affiliated entities that are domiciled outside of the European Economic Area.

ASCO may only pay a dividend if at the end of its last fiscal year the total amount of its assets, as reduced by its provisions and debts, are in excess of certain minimum capital thresholds calculated under Belgian law.  As of December 31, 2018, ASCO may not declare a dividend.  

In accordance with the Merger Agreement, the Company’s quarterly cash dividend payments are not to exceed $0.07 per share.

The amount and nature of net assets that are restricted from payment of dividends as of December 31, 2018 and 2017 are presented in the following table:

 

 

 

As of December 31,

 

amounts in thousands

 

2018

 

 

2017

 

Restricted Net Assets:

 

 

 

 

 

 

 

 

NIC and NSIC:

 

 

 

 

 

 

 

 

Fixed Maturities at Fair Value (Amortized Cost: 2018, $9,890; 2017, $9,856)

 

$

10,441

 

 

$

10,655

 

Cash (1)

 

 

6,074

 

 

 

3,118

 

Total NIC and NSIC (2)

 

$

16,515

 

 

$

13,773

 

NHUK:

 

 

 

 

 

 

 

 

Fixed Maturities at Fair Value (Amortized Cost: 2018, $481,501; 2017, $472,701)

 

$

474,128

 

 

$

471,831

 

Other Invested Assets (1)

 

 

46,528

 

 

 

28,767

 

Cash (1)

 

 

60,233

 

 

 

53,111

 

Total NHUK (3)

 

$

580,889

 

 

$

553,709

 

All other Entities:

 

 

 

 

 

 

 

 

Cash

 

$

13

 

 

$

 

Total All other Entities

 

$

13

 

 

$

 

Total Restricted Net Assets

 

$

597,417

 

 

$

567,482

 

 

(1) - Cash and overseas deposits that were misclassified within Short-Term Investments prior to 2018 were reclassified, representing an immaterial correction. Refer to Note 1 Organization & Summary of Significant Accounting Policies for further information.

(2) - The restricted net assets for NIC and NSIC primarily consist of fixed maturities on deposit with various state insurance departments.  The cash as of December 31, 2018 and 2017, as presented in the table above, is held in various collateral accounts to support underwriting activities.  

(3) - The restricted net assets for NHUK consists of fixed maturities and cash held in trust for the benefit of syndicate policyholders and other invested assets primarily consisting of overseas deposits in various countries with Lloyd's to support underwriting activities in those countries.